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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update Jan 21, 2016

4690_rns_2016-01-21_6aadaec9-e11e-4812-a4eb-20513e53993d.pdf

Capital/Financing Update

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20 January 2016

Nationwide Building Society EUR 50,000,000 Floating Rate Notes due January 2019 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 and the supplement thereto dated 20 November 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 regulatory $\mathbf{a}$ information service (http://www.londonstockexchange.com/exchange/news/market-news/market-news- home.html).

TYPE OF NOTE

2. Ordinary
Interest Basis: Floating 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: 483
(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:
EUR 50,000,000
(b) Aggregate nominal amount of
Series (if more than one issue
for the Series):
EUR 50,000,000
(c) Specified Currency: Euro ("EUR")
Specified Denomination:
(d)
EUR 100,000
Calculation Amount:
(e)
EUR 100,000
7. Issue Price: 100 per cent.
8. Issue Date: 22 January 2016
9. Interest Commencement Date: Issue Date
10. Automatic/optional conversion from
one Interest Basis to another:
Not Applicable
11. Additional Financial Centre(s): London

$\sim$

$\sim$

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

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 22 January, 22 April, 22 July and 22 October
in each year, commencing 22 April 2016 up to, and
including, the Maturity Date, each subject to adjustment
with the Business Day Convention.
Business Day Convention:
(c)
Modified Following Business Day Convention
Additional Business Centre(s):
(d)
Not Applicable
(e) First Interest Payment Date: 22 April 2016
(f) Manner in which Rate of
Interest is to be determined:
Screen Rate Determination
If Screen Rate Determination:
(g)
(i) Reference Rate,
Specified Time and
Relevant Financial
Centre:
Reference Rate: 3 month EURIBOR
Specified Time: 11.00 a.m.
Relevant Financial Centre: Brussels
(ii) Interest
Determination Date:
Second business day on which the TARGET2 System is
open prior to the first day 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 0.37 per cent.
$\left( k\right)$ Minimum Interest Rate (if any): Not Applicable
$\left( 1\right)$ Maximum Interest Rate (if any): Not Applicable
(m) Day Count Fraction: Actual $/360$

PROVISIONS REGARDING REDEMPTION/ MATURITY

16. Maturity Date: Interest Payment Date falling on, or nearest to, 22 January
2019
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.
21. Early Redemption Amount payable
on redemption for taxation reasons or
(for Subordinated Notes
EUR 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

only)following a Regulatory Event or (for any Note) on an Event of Default:

U.S. Selling Restrictions: 22.

Reg S Compliance Category 2; TEFRA D

$\mathcal{A}$

Signed on behalf of NATIONWIDE BUILDING
SOCIETY
By:
.
By:

iuthorised
Duly Authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING 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
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 2,100
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.: $\overline{A}$

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{\mathbf{3}}$ .

Save for any fees payable to Deutsche Bank AG, London Branch (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.

$\overline{4}$ . YIELD (Fixed Rate Notes only)

Indication of yield:

$\overline{2}$ .

Not Applicable

$5.$ OPERATIONAL INFORMATION

(a) ISIN: XS1349444049
(b) Common Code: 134944404
(c) Any clearing system(s) other than
Euroclear and Clearstream,
Luxembourg and the relevant
identification number(s):
Not Applicable
(d) Names and addresses of
additional Paying Agent(s) (if
$any)$ :
Not Applicable

CONFIRMATION OF EUROSYSTEM ELIGIBILITY

  • To: Citibank, N.A., London Office Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
  • and: Clearstream Banking, S.A. 42 Avenue JF Kennedy L-1855 Luxembourg Luxembourg (as common safekeeper) for Euroclear Bank S.A./N.V. and Clearstream Banking, S.A.

20 January 2016

Dear Sirs,

Nationwide Building Society EUR 50,000,000 Floating Rate Notes due January 2019 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 manner which a allow would 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

$Bv$ :

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