NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jul 23, 2014

21 July 2014

Nationwide Building Society EUR 30,000,000 Floating Rate Notes due July 2021 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 Prospectus 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:	Floating Rate (see paragraph 12 below)
		DESCRIPTION OF THE NOTES
3.		New Global Note:	Yes
4.	Form of Notes:		Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
5.	(a)	Series Number:	448
	(b)	Tranche Number:	$\bf{l}$
	(c)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
6.	(a)	Nominal Amount of Notes to be issued:	EUR 30,000,000
	(b)	Aggregate nominal amount of EUR 30,000,000 Series (if more than one issue for the Series):
	(c)	Specified Currency:	Euro ("EUR")
	(d)	Specified Denomination(s):	EUR 100,000
	(e)	Calculation Amount:	EUR 100,000

7.	Issue Price:	$100.00$ per cent.
8.	Issue Date:	23 July 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

$\sim$

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

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Fixed Rate Note Provisions					Not Applicable
Zero Coupon Note Provisions					Not Applicable
Floating Rate Note Provisions					Applicable
12.	(a)	Party responsible for calculating the Interest Rate and Interest Amount (if not the Agent):			Not Applicable
	(b)		Interest Payment Date(s):	Interest Period(s) or specified	quarterly, on 23 January, 23 April, 23 July and 23 October in each year commencing on 23 October 2014 until and including Maturity Date, subject to adjustment in accordance with the Business Day Convention
	$\left( \circ \right)$ Business Day Convention: (d) Additional Business Centre(s):			Modified Following Business Day
				Not Applicable
	(e)	First Interest Payment Date: Manner in which Rate of Interest is to be determined:			23 October 2014
	(f)				Screen Rate Determination
	(g) If Screen Rate Determination:
		(i)	Reference Specified	Rate, Time and	Reference Rate: 3 month EURIBOR
		Relevant Financial Centre:	Specified Time: 11.00 a.m.
				Relevant Financial Centre: Brussels
		(ii)	Interest Date:	Determination	second day on which the TARGET2 system is open prior to the start of each Interest Period
	(iii) Relevant Screen Page:			Reuters page: EURIBOR01
(h) If ISDA Determination:			Not Applicable

• Floating Rate Option: $(i)$
• $(ii)$ Designated Maturity:
• $(iii)$ Reset Date:

J.

(i)	Linear Interpolation	Not Applicable
(i)	$\text{Margin}(s)$ :	plus 0.69 per cent. per annum
(k)	Minimum Interest Rate (if any):	Not Applicable
(1)	Maximum Interest Rate (if any):	Not Applicable
(m)	Day Count Fraction:	Actual/360

PROVISIONS REGARDING REDEMPTION/MATURITY

13.	Maturity Date:	Interest Payment Date falling in or nearest to July 2021
14.	Redemption at Issuer's option:	Not Applicable
15.	Redemption at Noteholder's option:	Not Applicable
16.	Final Redemption Amount:	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 amount
17.	Early Redemption Amount payable on redemption for taxation reasons or on an	EUR 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

1. U.S. Selling Restrictions:

Event of Default:

Reg S Compliance Category 2: TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY

potate Adviser By: By:

12 Duly Authorised an ann an .
T

PART B-OTHER INFORMATION

$1.$ LISTING AND ADMISSION TO TRADING

(a)	Listing and Admission to trading:	Application has been made by the Issuer (or on his 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 effort from 23 July 2014.
(b)	Estimated of total expenses GBP 2,100 related to admission to trading:
RATINGS

Ratings:

$\overline{2}$ .

The Notes to be issued are expected to be rated:

Moody's Investors Service Limited: $A2$ Standard & Poor's Credit Market Services Europe Limited: $\overline{A}$ Fitch Ratings Ltd.: $\overline{A}$

$3₁$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer 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.

$\overline{4}$ . YIELD

Indication of yield:

Not Applicable

5. OPERATIONAL INFORMATION

• ISIN Code: $(a)$ XS1090175156 $(b)$ Common Code: 109017515 $(c)$ Any clearing system(s) other Not Applicable than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
• $(d)$ Names and addresses of initial Citibank, N.A., London Office Paying Agent(s) (if any): Citigroup Centre Canada Square

Canary Wharf London E14 5LB United Kingdom

addresses of Not Applicable $(e)$ Names and additional Paying Agent(s) (if any):

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