NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jan 27, 2015

26 January 2015

Nationwide Building Society EUR 11,500,000 Floating Rate Notes due January 2020 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 and the supplemental Prospectus dated 25 November 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 14 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:	453
	(b)	Tranche Number:	$\mathbf{1}$
	(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 11,500,000
	(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:	Specified Denomination
7.	Issue Price:		100.00 per cent.

8.		Issue Date:		28 January 2015
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
12.			FIXED RATE NOTE PROVISIONS	Not Applicable
13.		ZERO COUPON NOTE PROVISIONS		Not Applicable
	FLOATING RATE NOTE PROVISIONS			Applicable
14.	(a)	Party responsible for calculating the Interest Rate and Interest Amount (if not the Agent):		Not Applicable
	(b)		Interest Period(s) or specified Interest Payment Date(s):	Quarterly in arrears on each of 28 January, 28 April, 28 July and 28 October in each year, commencing on 28 April 2015 until the Maturity Date.
	(c)		Business Day Convention:	Modified Following Business Day
	(d)		Additional Business Centre(s):	Not Applicable
	(e)		First Interest Payment Date:	28 April 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 and Relevant Financial Centre:	Reference Rate: 3 month EURIBOR
				Specified Time: 11.00 a.m.
				Relevant Financial Centre: Brussels
		(ii)	Interest Determination Date:	Second day on which the TARGET2 system is open prior to the start of each Interest Period.
		(iii)	Relevant Screen Page:	Reuters page EURIBOR01 or any successor page.
	(h)	If ISDA Determination:
		(i) Floating Rate Option:		Not Applicable
		(ii)	Designated Maturity:	Not Applicable
		(iii)	Reset Date:	Not Applicable

(i)	Linear Interpolation:	Not Applicable
(j)	$Margin(s)$ :	plus 0.41 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

15.	Maturity Date.	Interest Payment Date falling in or nearest to January 2020
16.	Redemption at Issuer's option:	Not Applicable
17.	Redemption at Noteholder's option:	Not Applicable
18.	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
	$\blacksquare$ the contract of the contract of the contract of the	$\mathbf{m}$ in 100,000 $\mathbf{a}$ i is in $\mathbf{a}$

Early Redemption Amount payable on EUR 100,000 per Calculation Amount 19. redemption for taxation reasons or on an Event of Default:

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

1. U.S. Selling Restrictions: Reg S Compliance Category 2: TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY
$\triangle$ elle
Duly Authorised

Duty/Authorised

PART B-OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(a)	Listing and Admission to trading:	Application is expected to be 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 the Issue Date.
(b)	Estimated of total expenses related to admission to trading:	GBP 360
RATINGS
Ratings:		The Programme has been rated:
		Moody's Investors Service Limited: Standard & Poor's Credit Market	A2
		Services Europe Limited:	А

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.

Fitch Ratings Ltd.:

$\overline{A}$

$\overline{4}$ . YIELD (Fixed Rate Notes only)

$\overline{2}$ .

5.

Indication of yield: Not Applicable OPERATIONAL INFORMATION ISIN: $(a)$ XS1175974580 $(b)$ Common Code: 117597458 $(c)$ Any clearing system(s) other than Not Applicable Euroclear Clearstream, and Luxembourg and the relevant identification number(s): $(d)$ Names and addresses of initial Paying Citibank, N.A., London Agent(s) (if any): Citigroup Centre Canary Wharf London E14 5LB United Kingdom $(e)$ Names and addresses of additional Not Applicable Paying Agent(s) (if any):