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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update Apr 27, 2016

4690_rns_2016-04-27_995a7cef-202a-49fb-86ab-8a2a57967734.pdf

Capital/Financing Update

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CONFORMED COPY

FINAL TERMS

27 April 2016

Nationwide Building Society EUR 1,250,000,000 0.500 per cent. Notes due October 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 supplements thereto dated 20 November 2015 and 12 February 2016 which together constitute 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-news-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: 494
(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 1,250,000,000
(b) Aggregate nominal amount of Series
(if more than one issue for the Series):
EUR 1,250,000,000
(c) Specified Currency: Euro (EUR)
(d) Specified Denomination(s): EUR100,000 and integral multiples of EUR1,000 in
excess thereof up to and including EUR199,000. No
Notes in definitive form will be issued with a
denomination above EUR199,000
(e) Calculation Amount: EUR1,000
7. Issue Price: 99.827
per cent. of the Aggregate Nominal Amount
8. Issue Date: 29
April 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
PAYABLE PROVISIONS RELATING TO INTEREST (IF ANY)
12. Fixed Rate Note Provisions Applicable
(a) Fixed Rate(s) of Interest: 0.500
per cent. per annum payable in arrear on each
Fixed Interest Date
(b) Fixed Interest Date(s): 29 October
in each year, commencing on 29 October
2016,
up to and including the Maturity Date.
There will be a short first coupon in respect of the
period
from,
and
including,
the
Interest
Commencement Date to, but excluding 29 October
2016.
(c) Initial
Broken
Amount
per
denomination:
Applicable

EUR2.50 per Calculation Amount
(d) Fixed Coupon Amount(s) (Applicable
to Notes in definitive form):
EUR5.00
per Calculation Amount (other than in respect
of the short first coupon, as to which, see item (e)
below)
(e) Broken Amount(s)
(Applicable to Notes in definitive
form):
EUR2.50 per Calculation Amount, in respect of the
period
from,
and
including,
the
Interest
Commencement Date to, but excluding, 29 October
2016, payable on the Fixed Interest Date falling on 29
October 2016
(f) Final
Broken
Amount
per
denomination:
Not Applicable
(g) Day Count Fraction: Actual/Actual (ICMA)
(h) Business Day Convention: Following Business Day

Adjusted:
Not Applicable

Non-Adjusted:
Applicable
(i) Additional Business Centre(s): Not Applicable
(j) Determination Date(s): 29 October
in each year
13. Zero Coupon Note Provisions Not Applicable
14. Floating Rate Note Provisions Not Applicable
15. Reset Note
Provisions
Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

16. Maturity Date: 29 October 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
only)
following
a
Regulatory Event
or (for any Note) on an
Event of Default:
EUR1,000 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

Duly Authorised Duly Authorised

By: DAVID WALLIS By: ROBIN PARKER

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
admission to trading:
£4,380.00
2. 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.: A

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

Save for any fees payable to Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Société Générale and UBS Limited (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

4. YIELD

Indication of yield: 0.550 per cent. per annum

5. OPERATIONAL INFORMATION

(a) ISIN: XS1402175811 (b) Common Code: 140217581 (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 Not Applicable

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