NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Sep 2, 2015

FINAL TERMS

28 August 2015

Nationwide Building Society HKD 1,400,000,000 3.155 per cent. Notes due September 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, 26 May 2015 and 19 August 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/marketnews-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:	470
	(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 1,400,000,000
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	HKD 1,400,000,000
	$\left( c\right)$	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:		2 September 2015
9.		Interest Commencement Date:	Issue Date
10.		Automatic/optional conversion from one Interest Basis to another:	Not Applicable ÝЧ
11.		Additional Financial Centre(s)	London and New York
PAYABLE		PROVISIONS RELATING TO INTEREST (IF ANY)
12.		Fixed Rate Note Provisions	Applicable
	$\left( a\right)$	Fixed Rate(s) of Interest:	3.155 per cent. per annum payable in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	2 September in each year, commencing on 2 September 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 31,550 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: ۰	Applicable
		Non-Adjusted: ٠	Not Applicable
	(i)	Additional Business Centre(s):	New York
	$\circ$	Determination Date(s):	Not Applicable
13.		Zero Coupon Note Provisions	Not Applicable
14.		Floating Rate Note Provisions	Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

1. Maturity Date:

2. Redemption at Issuer's option:

3. Redemption at Noteholder's option: 17.

4. Final Redemption Amount: 18.
5. Early Redemption Amount payable on 19. redemption for taxation reasons or on an Event of Default:

with the Business Day Convention set out in 12(h) above Not Applicable

2 September 2025, subject to adjustment in accordance

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

HKD 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
Bv:	Bv:
Duly Authorised /

$\frac{1}{\sqrt{1-\frac{1}{2}}}$

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 GBP 4,320 admission to trading: RATINGS

Ratings:

$\overline{2}$ .

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.: $\overline{A}$

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

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

4. YIELD

Indication of yield:

3.155 per cent. per annum

5. OPERATIONAL INFORMATION

• ISIN: $(a)$ XS1284715619
• $(b)$ Common Code: 128471561
• $(c)$ Any clearing system(s) other than Not Applicable Euroclear and Clearstream. Luxembourg and the relevant identification number(s):
• Names and addresses of initial Paying $(d)$ Citibank, N.A., London Office Agent(s) (if any): 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

$\hat{\mathcal{A}}$

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

CONFIRMATION OF EUROSYSTEM ELIGIBILITY

$\mathcal{O}(1)$

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

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

28 August 2015

The County

A Nationwide

Dear Sirs,

and:

Nationwide Building Society (the Issuer) HKD 1,400,000,000 3.155 per cent. Notes due September 2025 (the Notes) issued pursuant to its U.S.\$25,000,000,000 European Note Programme

We hereby confirm that the Notes are not intended to be held in a manner which would allow Eurosystem eligibility.

Intended to be held in which manner $\mathbf{a}$ allow would Eurosystem eligibility:

No. Whilst the designation is specified as "no" at the date hereof, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them, the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time 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: ykly

Nationwide Building Society is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority under registration number 106078. Head Office: Nationwide Building Society, Nationwide House, Pipers Way, Swindon, SN38 1NW