NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Oct 21, 2014

Nationwide Building Society EUR 50,000,000 Floating Rate Notes due October 2019 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 2014 which constitutes 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 regulatory information service a (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:	452
	(b)	Tranche Number:	1
	(c)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
6.	$\left( a\right)$	Nominal Amount of Notes to be EUR 50,000,000 issued:
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	Not Applicable
	(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. of the Nominal Amount
8.	Issue Date:		22 October 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
	ANY) PAYABLE	PROVISIONS RELATING TO INTEREST (IF
		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 Period(s) specified or Interest Payment Date(s):	22 January, 22 April, 22 July and 22 October in each year from and including 22 January 2015 to and including the Maturity Date.
	(c)	Business Day Convention:	Modified Following Business Day
	(d)	Additional Business Centre(s):	Not Applicable
	(e)	First Interest Payment Date:	22 January 2015
	(f)	Manner in which Rate of Interest is to be determined:	Screen Rate Determination
	(g)	If Screen Rate Determination:
		(i) Reference Rate, Specified Time Relevant and Financial Centre:	Reference Rate: 3 month EURIBOR
			Specified Time: 11.00 a.m.
			Relevant Financial Centre: Brussels

$\bar{z}$

	(i)	Interest Date:	Determination	The second day on which the TARGET2 system is open prior to the start of each Interest Period
	(iii)	Relevant Screen Page:		Reuters Screen Page EURIBOR01
(h)	If ISDA Determination:			Not Applicable
(i)	Linear Interpolation:			Not Applicable
$\circ$	$Margin(s)$ :			Plus 0.51 per cent. per annum
$\left( \mathrm{k}\right)$	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:	The Interest Payment Date falling in or nearest to October 2019
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 EUR 100,000 per Calculation Amount redemption for taxation reasons or on an

Event of Default:

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

U.S. Selling Restrictions: 18.

Reg S Compliance Category 2: TEFRA D

	Signed on behalf of NATIONWIDE BUILDING SOCIETY
Bv:	I
	Duly Authorised

y. Jacob Robinson

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 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 22 October 2014.
(b)	Estimated of total expenses related to GBP 2.100. admission to trading:
RATINGS

Ratings:

$\mathbb{Z}^2$

$\sim$

$2.$

The Notes to be issued have been rated:

Moody's Investors Service Limited: $A2$ with negative outlook 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 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 (Fixed Rate Notes only)

Indication of yield:

Not Applicable

$5.$ OPERATIONAL INFORMATION

÷,

(a)	ISIN:	XS1126271466
(b)	Common Code:	112627146
(c)	Any clearing system(s) other than Not Applicable Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
(d)	Names and addresses of initial Paying Agent(s) (if any):	Citibank, N.A., London Office Citigroup Centre Canada Square

Canary Wharf London E14 5LB United Kingdom

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

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