NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jul 3, 2015

CONFORMED COPY

FINAL TERMS

1 July 2015

Nationwide Building Society HKD 316,000,000 3.292 per cent. Notes due July 2025 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 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 a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.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:	464
	(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 issued:	HKD 316,000,000
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	HKD 316,000,000
	(c)	Specified Currency:	Hong Kong dollar (HKD)

	(d)	Specified Denomination(s):	HKD 1,000,000
	(e)	Calculation Amount:	HKD 1,000,000
7.		Issue Price:	100 per cent.
8.	Issue Date:		3 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 and New York
PAYABLE		PROVISIONS RELATING TO INTEREST (IF ANY)
12.	Fixed Rate Note Provisions		Applicable
	(a)	Fixed Rate(s) of Interest:	3.292 per cent. per annum payable in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	3 July in each year, commencing on 3 July 2016, up to and including the Maturity Date
	(c)	Initial Broken Amount per denomination:	Not Applicable
	(d)	Fixed Coupon Amount(s) (Applicable to Notes in definitive form):	HKD 32,920 per Calculation Amount, subject to adjustment in accordance with the Business Day Convention set out in 12(h) below
	(e)	Broken Amount(s):	Not Applicable
	(f)	Final Broken Amount per denomination:	Not Applicable
	(g)	Day Count Fraction:	Actual/365 (Fixed)
	(h)	Business Day Convention:	Following Business Day
		 Adjusted:	Applicable
		 Non-Adjusted:	Not Applicable
	(i)	Additional Business Centre(s):	New York
	(j)	Determination Date(s):	Not Applicable
13.	Zero Coupon Note Provisions		Not Applicable

1. Floating Rate Note Provisions Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

15.	Maturity Date:	3 July 2025, subject to adjustment in accordance with the Business Day Convention set out in 12(h) above
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 per cent. of their nominal amount
19.	Early Redemption Amount payable on redemption for taxation reasons or on an Event of Default:	HKD 1,000,000 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES
20.	U.S. Selling Restrictions:	Reg S Compliance Category 2: TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY

By:	DAVID WALLIS	By:	CHRIS GRANT
	Duly Authorised		Duly Authorised

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 the Issue Date
	(b)	Estimate of total expenses related to admission to trading:	GBP 1,750
2.	RATINGS
	Ratings:		The Notes to be issued are expected to be rated:

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

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

Save for any fees payable to the The Hongkong and Shanghai Banking Corporation 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

4. YIELD

Indication of yield: 3.292 per cent. per annum 5. OPERATIONAL INFORMATION (a) ISIN: XS1255371897 (b) Common Code: 125537189 (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 Office 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

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