NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Nov 1, 2015

FINAL TERMS

29 October 2015

Nationwide Building Society $\epsilon$ 1,000,000,000 Floating Rate Notes due 2018 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 28 September 2015 which constitutes 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

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
5.	(a)	Series Number:	477
	(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:	$\epsilon$ 1,000,000,000
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	€1,000,000,000
	(c)	Specified Currency:	Euro $(\epsilon)$

	(d)		Specified Denomination(s):	$\epsilon$ 100,000 and integral multiples of $\epsilon$ 1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000
	(e)		Calculation Amount:	€1,000
7.	Issue Price:			99.909 per cent.
8.	Issue Date:			2 November 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
PAYABLE			PROVISIONS RELATING TO INTEREST (IF ANY)
12.	Fixed Rate Note Provisions			Not Applicable
13.			Zero Coupon Note Provisions	Not Applicable
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 2 November, 2 February, 2 May and 2 August in each year commencing on 2 February 2016 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:		2 February 2016
	(f)	Manner in which Rate of Interest is to be determined:		Screen Rate Determination
	(g)		If Screen Rate Determination:
		(i)	Specified Rate, Reference Time and Relevant Financial	Reference Rate: 3 month EURIBOR
			Centre:	Specified Time: 11.00 a.m.
				Relevant Financial Centre: Brussels

$\sim 10^7$

	(ii)	Interest Determination Date:	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
(j)	$Margin(s)$ :		plus 0.50 per cent. per annum
(k)	Minimum Interest Rate (if any):		Not Applicable
$\left( \mathbf{l} \right)$	Maximum Interest Rate (if any):		Not Applicable $\mathcal{F}(\mathcal{A})$
(m)		Day Count Fraction:	Actual/360
Reset Note Provisions			Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

16.	Maturity Date:	Interest Payment Date falling in or nearest to November 2018
17.	Redemption at Issuer's option:	Not Applicable
18.	Regulatory Event (Subordinated Notes only):	Not Applicable
19.	Redemption at Noteholder's option:	Not Applicable
20.	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

Early Redemption Amount payable on £1,000 per Calculation Amount $21.$ redemption for taxation reasons or (for Subordinated Notes only) following a Regulatory Event or (for any Note) on an Event of Default:

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:

15.

M Kel
Duly huthorised

februari de la consumum.
Duty Authorised $By:$

PART B-OTHER INFORMATION

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

(a)	Listing and Admission to trading: $\mathbf{r}=\mathbf{r}$	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 2 November 2015.
(b)	Estimated of total expenses related to admission to trading: 200	£4,380 See No.
RATINGS
Ratings:		The Notes to be issued are expected to be rated:
		Al Moody's Investors Service Limited: Standard & Poor's Credit Market Services Europe

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

Save for any fees payable to BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and Nomura International plc (the Joint Lead Managers), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their 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

Not Applicable

Limited:

Fitch Ratings Ltd.:

$\mathbf{A}$ $\overline{A}$

$\boldsymbol{4}$ . YIELD

$2.$

Indication of yield:

OPERATIONAL INFORMATION 5.

• XS1315154721 ISIN: $(a)$ 131515472 Common Code: $(b)$ Any clearing system(s) other than Not Applicable $(c)$ Euroclear Clearstream, and the relevant Luxembourg and identification number(s):
• Names and addresses of additional Not Applicable $(d)$ Paying Agent(s) (if any):