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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update Mar 1, 2016

4690_rns_2016-03-01_3dd35f9d-f27d-4793-a8cf-679086855dae.pdf

Capital/Financing Update

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FINAL TERMS

29 February 2016

Nationwide Building Society

Issue of EUR25,000,000 Series 2016-06 Floating Rate Regulated Covered Bonds due 1 March 2023 irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide Covered Bonds LLP under the €45 billion Global Covered Bond 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 prospectus dated 31 July 2015, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive), as supplemented by a supplemental prospectus dated 19 August 2015, by a supplemental prospectus dated 20 November 2015 and by a supplemental prospectus dated 12 February 2016 (together, the Prospectus). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing during normal business hours at the registered office of the Issuer and copies may be obtained from the specified office of each of the Paying Agents.

1. (a) Issuer: Nationwide Building Society
(b) Guarantor: Nationwide Covered Bonds LLP
2. (a) Series Number: 2016-06
(b) Tranche Number: 1
(c) Series which Covered Bonds will be
consolidated and form a single Series
with:
Not Applicable
(d) Date on which the Covered Bonds
will be consolidated and form a
single Series with the Series specified
above:
Not Applicable
3. Specified Currency or Currencies: Euro (EUR
or €)
4. Nominal Amount of Covered Bonds to be
issued:
€25,000,000
5. Aggregate
Bonds:
Nominal
Amount
of
Covered
(a) Series: €25,000,000
(b) Tranche: €25,000,000
6. Issue Price: 103.73
per cent. of the Aggregate Nominal Amount
7. (a) Specified Denominations: €100,000
(b) Calculation Amount: €100,000
8. (a) Issue Date: 1 March 2016
(b) Interest Commencement Date: Issue Date
9. (a) Final Maturity Date: 1 March 2023
(b) Extended Due for Payment Date of
Guaranteed Amounts corresponding
to the Final Redemption Amount
under the Covered Bond Guarantee:
1 March 2024
10. Interest Basis: 3 Month EURIBOR
+ 0.75
per cent. per annum
Floating Rate
11. Redemption/Payment Basis: 100 per cent. of the nominal value
12. Change of Interest Basis: Applicable for the period from and including the
Final Maturity Date to but excluding the Extended
Due for Payment Date
as follows:
Interest Basis: 1 Month EURIBOR
+ 0.75
per cent.
per annum Floating Rate
Interest Period(s): The period from and including
the Final Maturity Date or, as the case may be, a
Specified Interest Payment Date, to but excluding
the following Specified Interest Payment Date
Specified Interest Payment Date(s): Monthly on the
1st
day of each month from but excluding the Final
Maturity Date to and including the Extended Due
for Payment Date
First Interest Payment Date: 1 April 2023
Business Day Convention:
Modified Following
Business Day Convention
Day Count Fraction: Actual/360, Adjusted
13. Call Options: Not Applicable
14. Date Board approval for issuance of Covered
Bonds obtained:
19 October 2005

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Covered Bond Provisions: Not Applicable
16. Floating Rate Covered Bond Provisions: Applicable
from
and
including
the
Interest
Commencement Date to but excluding
the Final
Maturity Date
(a) Interest Period(s): The
period
from
and
including
the
Interest
Commencement Date or, as the case may be, a
Specified Interest Payment Date, to but excluding
the following Specified Interest Payment Date
(b) Specified Interest Payment
Date(s):
1st day of March, June, September and December in
each year from and including 1 June 2016
to and
including the Final Maturity Date
(c) First Interest Payment Date: 1 June 2016
(d) Business Day Convention: Modified Following Business Day Convention
(e) Additional Business Centre(s): Not Applicable
(f) Manner in which the Rate(s) of
Interest is/are to be determined:
Screen Rate Determination
(g) Party responsible for calculating the
Rate(s) of Interest and/or Interest
Amount (if not the Agent):
Not Applicable
(h) Screen Rate Determination: Applicable
-
Reference Rate:
3 Month EURIBOR
-
Interest Determination Date(s):
Second TARGET2
Business Day prior to the start of
each Interest Period
-
Relevant Screen Page:
Reuters Screen Page EURIBOR01
(i) ISDA Determination: Not
Applicable
(j) Margin(s): + 0.75
per cent. per annum
(k) Minimum Rate of Interest: Not Applicable
(l) Maximum Rate of Interest: Not Applicable
(m) Day Count Fraction: Actual/360, Adjusted
17. Zero Coupon Covered Bond Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION BY THE ISSUER
18. Call Option: Not Applicable
19. Final Redemption Amount of each Covered €100,000 per Calculation Amount

Bond:

  1. Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, on acceleration following an Issuer Event of Default or an LLP Event of Default: €100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

21. Form of Covered Bonds: Bearer Covered Bonds:
Temporary Global Covered Bond exchangeable for
a
Permanent
Global
Covered
Bond
which
is
exchangeable for Bearer Definitive Covered Bonds
in definitive form only after an Exchange Event
22. New Global Covered Bond: Yes
23. Additional Financial Centre(s) relating to
payment dates:
Not Applicable
24. Talons for future Coupons to be attached to
Bearer Definitive Covered Bonds (and dates
on which such Talons mature):
No
25. Redenomination,
renominalisation
and
reconventioning provisions:
Not Applicable

PART B – OTHER INFORMATION

1.
LISTING
--------------- --
(a) Admission to trading: Application has been made by the Issuer (or on its
behalf) for the Covered Bonds to be admitted to
trading on the London Stock Exchange's regulated
market and to the Official List of the Financial
Conduct Authority with effect from
the Issue Date
(b) Estimate
of
total
expenses
related
to
admission to trading:
£2,100
2. RATINGS
(a) The Covered Bonds to be issued have been
rated:
S & P: AAA
Moody's: Aaa
Fitch: AAA
3. PROVISIONS RELATING TO THE JUMBO INTEREST RATE SWAP 1 TRANSACTION

BMR Spread: 1.60 per cent. per annum Fixed Rate Spread: 1.30 per cent. per annum SMR Spread: 3.00 per cent. per annum Tracker Rate Spread: 1.50 per cent. per annum

4. PROVISIONS RELATING TO THE JUMBO INTEREST RATE SWAP 2 TRANSACTION

BMR Spread: 1.60 per cent. per annum
Fixed Rate Spread: 1.30 per cent. per
annum
SMR Spread: 3.00 per cent. per annum
Tracker Rate Spread: 1.50 per cent. per annum

5. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions" of the Prospectus, so far as the Issuer and the LLP are aware, no person involved in the issue of the Covered Bonds has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future in investment banking and/or commercial banking transactions engage, with and may perform other services for the Issuer and/or the LLP and its or their affiliates in the ordinary course of business.

6. OPERATIONAL INFORMATION:

(a) ISIN Code: XS 1373029856
(b) Common Code: 1373029856
(c) CUSIP: Not Applicable
(d) Names and addresses of additional Paying
Agent(s) (if any):
Not Applicable
7. DISTRIBUTION
U.S. Selling Restrictions Reg. S Compliance Category 2; TEFRA D
8. YIELD (Fixed Rate Covered Bonds only)
Indication of yield: Not Applicable

Signed on betalf of the Issuer:

Signed on behalf of the LLP:

By:~ U~wt D(1thorised

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