NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Oct 19, 2015

FINAL TERMS

Nationwide Building Society HKD 60,000,000 2.713 per cent. Notes due October 2022 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 (Conditions) set forth in the Base Prospectus dated 28 September 2015 a base prospectus (the Base Prospectus) for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the Prospectus Directive). 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

		Ordinary
Interest Basis:		Fixed Rate (see paragraph 12 below)
DESCRIPTION OF THE NOTES
New Global Note:		No
Form of Notes:		Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
(a)	Series Number:	476
(b)	Tranche Number:	1
(c)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
(a)	Nominal Amount of Notes to be issued.	HKD 60,000,000
(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	HKD 60,000,000
(c)	Specified Currency.	Hong Kong Dollar (HKD)
(d)	Specified Denomination(s):	HKD 1,000,000
(e)	Calculation Amount:	HKD 1,000,000
		Deposit/Ordinary/Subordinated:

7.		Issue Price:	100 per cent.
8.		Issue Date:	19 October 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
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12.		Fixed Rate Note Provisions	Applicable
	(a)	Fixed Rate(s) of Interest:	2.713 per cent. per annum payable in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	19 October in each year, commencing on 19 October 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 27,130 per Calculation Amount, subject to adjustment in accordance with the Business Day Convention set out in 12(h) below
	(e)	Broken Amount(s) ( Applicable to Notes in definitive form):	Not Applicable
	(f)	Final Broken Amount per denomination:	Not Applicable
	$\left( g\right)$	Day Count Fraction:	Actual/365 (Fixed)
	(h)	Business Day Convention:	Modified 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
14.	Floating Rate Note Provisions		Not Applicable
15.	Reset Note Provisions		Not Applicable

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PROVISIONS REGARDING REDEMPTION/MATURITY

1. Maturity Date:

Redemption at Issuer's option: 17.

Redemption at Noteholder's option: 18.

Final Redemption Amount: $19.$

1. Early Redemption Amount payable on redemption for taxation reasons or on an Event of Default:

19 October 2022, subject to adjustment in accordance with the Business Day Convention set out in $12(h)$ above

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

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

By:

MCA

Jord Adiuan By:

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)	Estimated of total expenses related to admission to trading:	£360
RATINGS		9 K.
Ratings:		The Notes to be issued are expected to be rated:
		Moody's Investors Service Limited: Al Standard & Poor's Credit Market Services Europe Limited: A Fitch Ratings Ltd.: $\mathsf{A}$
INTEDECTC OF MATINAX

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

Save for any fees payable to 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

2.

Indication of yield:

2.713 per cent. per annum

5. OPERATIONAL INFORMATION

Paying Agent(s) (if any):

ISIN: $(a)$ XS1308719845 $(b)$ Common Code: 130871984 $(c)$ Any clearing system(s) other than Not Applicable Euroclear and Clearstream. Luxembourg and the relevant identification number(s): $(d)$ Names and addresses of additional Not Applicable