NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jun 19, 2014

FINAL TERMS

18 June 2014

Nationwide Building Society €10,500,000 2.745 per cent. Notes due 2029 issued pursuant to its U.S.\$25,000,000,000 European Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 2 October 2013 and the supplemental Prospectuses dated 15 November 2013,25 February 2014 and 29 May 2014 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the Prospectus Directive) (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service

(http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

TYPE OF NOTE

1.		Deposit/Ordinary/Subordinated:	Ordinary
2.	Interest Basis:		Fixed Rate (see paragraph 12 below)
	DESCRIPTION OF THE NOTES
3.	New Global Note:		Yes
4.	Form of Notes:		Temporary Global Note exchangeable for $\mathbf{a}$ Permanent Global Note which is exchangeable for Definitive Notes upon an Exchange Event
5.	(a)	Series Number:	447
	(b)	Tranche Number:	1
	$\left( \circ \right)$	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
6.	(a)	Nominal Amount of Notes to be $\epsilon$ 10,500,000 issued:
	(b)	Aggregate nominal amount of Series $\epsilon$ 10,500,000 (if more than one issue for the Series):
	(c)	Specified Currency:	Euro $(\epsilon)$

	(d)	Specified Denomination(s):	€100,000
	(e)	Calculation Amount:	€100,000
7.	Issue Price:		100.00 per cent.
8.	Issue Date:		20 June 2014
9.	Interest Commencement Date:		Issue Date
10.	Automatic/optional conversion from one Interest Basis to another:		Not Applicable
11.	Additional Financial Centre(s)		London
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
		Fixed Rate Note Provisions	Applicable
12.	(a)	Fixed Rate(s) of Interest:	2.745 per cent. per annum payable in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	20 June in each year, commencing on 20 June 2015, up to and including the Maturity Date
	(c)	Initial Broken Amount per denomination:	Not Applicable
	(d)	Fixed Coupon Amount(s)	€2,745 per Calculation Amount
	(e)	Broken Amount(s)	Not Applicable
	(f)	Final Broken Amount per denomination:	Not Applicable
	(g)	Day Count Fraction:	Actual/Actual (ICMA)
	(h)	Determination Date(s):	20 June in each year
		Zero Coupon Note Provisions	Not Applicable
		Floating Rate Note Provisions	Not Applicable
PROVISIONS REGARDING REDEMPTION/MATURITY
13.	Maturity Date:		20 June 2029
14.	Redemption at Issuer's option:		Not Applicable
15.	Redemption at Noteholder's option:		Not Applicable

Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100.00 per cent. of their nominal Final Redemption Amount: 16.

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO TRADING 1.

(a)	Listing and Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 20 June 2014.
(b)	Estimated of total expenses related to admission to trading:	£300

$\overline{2}$ . RATINGS

Ratings:

The Notes to be issued are expected to be rated:

Standard & Poor's Credit Market Services Europe Limited: $\mathbf{A}$ Fitch Ratings Ltd: $\overline{A}$

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to Merrill Lynch International (the Manager), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Manager and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

YIELD 4.

Indication of yield:

2.745 per cent.

5. OPERATIONAL INFORMATION

• $(a)$ ISIN Code: XS1079524895 $(b)$ Common Code: 107952489
• $(c)$ Any clearing system(s) other than Not Applicable Euroclear Bank S.A./N.V. and Banking, Clearstream société anonyme and the relevant identification number(s):

amount

1. Early Redemption Amount payable on €100,000 per Calculation Amount redemption for taxation reasons or on an Event of Default:

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

1. U.S. Selling Restrictions:

$\frac{1}{2}$

Reg S Compliance Category 2: TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY

de debiusan By: Buly Authorised

By: . . . . . . . . . . . . . Duly Authorised $\mathbf{L}$

(d)	Names and addresses of initial
	Paying Agent(s) (if any):	Citibank, N.A., London office
		Citigroup Centre
		Canada Square
		London E14 5LB
		United Kingdom
(e)	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable

$\hat{\boldsymbol{\beta}}$

$\sim 10^{-1}$

$\mathcal{L}^{\text{max}}_{\text{max}}$ $\frac{1}{2}$