NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jun 30, 2015

FINAL TERMS

Nationwide Building Society NOK 1,000,000,000 3.345 per cent. Notes due July 2026 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 supplements thereto dated 25 November 2014, 16 February 2015 and 26 May 2015 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 service Exchange through $a$ regulatory information Stock website London $of$ the (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 a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
5.	(a)	Series Number:	461
	(b)	Tranche Number:	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 NOK 1,000,000,000 issued:
	(b)	Aggregate nominal amount of NOK 1,000,000,000 Series (if more than one issue for the Series):
	(c)	Specified Currency:	Norwegian Krone (NOK)

	(d)	Specified Denomination(s):	NOK 1,000,000
	(e)	Calculation Amount:	NOK 1,000,000
7.	Issue Price:		100 per cent.
8.	Issue Date:		2 July 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	Applicable
	(a)	Fixed Rate of Interest	3.345 per cent. per annum payable in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	2 July in each year, commencing on 2 July 2016, up to and including the Maturity Date
	(c)	Amount Initial Broken per denomination:	Not Applicable
	(d)	Fixed Coupon Amount(s)	NOK 33,450 per Calculation Amount
	(e)	Broken Amount(s)	Not Applicable
	(f)	Broken Final Amount per denomination:	Not Applicable
	(g)	Day Count Fraction:	30/360
	(h)	Business Day Convention:	Following Business Day
		Adjusted: ۰	Not Applicable
		Non-Adjusted:	Applicable
	(i)	Additional Business Centre(s):	Not Applicable
	(j)	Determination Date(s):	Not Applicable
13.		Zero Coupon Note Provisions	Not Applicable

Floating Rate Note Provisions 14.

PROVISIONS REGARDING REDEMPTION/MATURITY

• 1. Maturity Date:
• Redemption at Issuer's option: 16.
• Redemption at Noteholder's option: 17.
• 1. Final Redemption Amount:

Not Applicable

2 July 2026

• Not Applicable
• Not Applicable
• Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
• Early Redemption Amount payable on 19. redemption for taxation reasons or on an Event of Default:

NOK 1,000,000 per Calculation Amount

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 By: By: and the company of the company Duly Authorised

rhw . . . . . . .

Duly Authorised

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $\mathbf{1}$ .

• Application has been made by the Issuer (or on its Listing and Admission to trading: $(a)$ 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.
• Estimated of total expenses related GBP 2,700 $(b)$ to admission to trading:

RATINGS 2.

Ratings:

The Notes to be issued are expected to be rated:

$A₁$ Moody's Investors Service Limited: Standard & Poor's Credit Market Services Europe $\overline{A}$ Limited: Fitch Ratings Ltd.: $\overline{A}$

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{3}$ .

Save for any fees payable to Citigroup Global Markets Limited (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.

YIELD $\overline{4}$ .

Indication of yield:

3.345 per cent. per annum

OPERATIONAL INFORMATION 5.

(a)	ISIN.	XS1251927189
(b)	Common Code:	125192718
(c)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not Applicable
(d)	Names and addresses of initial Paying Agent(s) (if any):	Citibank N.A., London Citigroup Centre Canada Square Canary Wharf London E14 5LB

United Kingdom

BNP Paribas Securities Services, Luxembourg Branch 33 rue de Gaspérich L-5826 Hesperange Luxembourg

Names and addresses of additional Not Applicable $(e)$ Paying Agent(s) (if any): $\hat{\mathcal{A}}$