NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jul 30, 2015

FINAL TERMS

29 July 2015

Nationwide Building Society EUR 100,000,000 Floating Rate Notes due July 2017 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 Prospectuses thereto dated 25 November 2015, 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 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
			Notes shall not be physically delivered in Belgium, except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14 December 2005.
5.	(a)	Series Number:	467
	(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 EUR 100,000,000 issued:

	(b)	Aggregate nominal amount of Not Applicable 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 per cent.
8.	Issue Date:		31 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 Zero Coupon Note Provisions			Not Applicable Not Applicable
13.
14.	Floating Rate Note Provisions			Applicable
	(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 on 31 January, 30 April, 31 July and 31 October in each year commencing on 31 October 2015 until and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention
	(c)		Business Day Convention:	Modified Following Business Day
	(d)		Additional Business Centre(s):	Not Applicable
	(e)		First Interest Payment Date:	31 October 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

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	(ii)	Interest Date:	Determination	Second business 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
(i)	Linear Interpolation:			Not Applicable
(i)	$Margin(s)$ :			Plus 0.19 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 July 2017
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:	EUR 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

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20.	U.S. Selling Restrictions:	Reg S Compliance Category 2: TEFRA D
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Signed on behalf of NATIONWIDE BUILDING SOCIETY
By: Duly futhorised
Duly futhorised

Jah Minoso

$By:$

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PART B-OTHER INFORMATION

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

(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)	Estimated of total expenses related to admission to trading:	GBP 3.240
RATINGS
Ratings:		The Notes to be issued are expected to be rated:
		Moody's Investors Service Limited: Al

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

Save for any fees payable to BNP Paribas (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.

Standard & Poor's Credit Market Services Europe Limited:

Fitch Ratings Ltd.:

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YIELD $\boldsymbol{4}$ .

5.

$2.$

Indication of yield:			Not Applicable
OPERATIONAL INFORMATION
	(a)	ISIN:	XS1269352008
	(b)	Common Code:	126935200
	(c)	Any clearing system(s) other than Not Applicable Clearstream, Euroclear and 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
			BNP Paribas Securities Services, Luxembourg Branch, 33 rue de Gaspérich, L-5826 Hesperange, Luxembourg

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

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To: Citibank, N.A., London Office Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

and: Clearstream Banking, société anonyme 42 Avenue JF Kennedy L-1855 Luxembourg Luxembourg (as common safekeeper) for Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme

29 July 2015

A Nationwide

Dear Sirs,

Nationwide Building Society (the Issuer) EUR 100,000,000 Floating Rate Notes due July 2017 (the Notes) issued pursuant to its U.S.\$25,000,000,000 European Note Programme

We hereby confirm that the Notes are intended to be held in a manner which would allow Eurosystem eligibility.

Intended to be held in which manner a would allow Eurosystem eligibility:

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

Please could you forward this letter to Clearstream Banking, S.A. and Euroclear Bank, S.A./N.V.

Nationwide Building Society

By: