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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update May 3, 2016

4690_rns_2016-05-03_52f049e8-fdfd-45cf-9d34-5058e9228816.pdf

Capital/Financing Update

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FINAL TERMS

3 May 2016

Nationwide Building Society EUR60,000,000 Floating Rate Notes due May 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 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: 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: 495
(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:
EUR60,000,000
(b) Aggregate nominal amount of Series
(if more than one issue for the Series):
EUR60,000,000
(c) Specified Currency: Euro
(EUR)
(d) Specified Denomination(s): EUR100,000
(e) Calculation Amount: EUR100,000
7. Issue Price: 100.706
per cent. of the Aggregate Nominal Amount
8. Issue Date: 4 May 2016
9. Interest Commencement Date:
Automatic/optional
conversion
from
one
Interest Basis to another:
Issue Date
Not Applicable
10.
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 4 May, 4 August, 4 November
and 4
February
of each year, commencing 4 August 2016,
up
to and including the Maturity Date, each subject to
adjustment 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: 4 August 2016
(f) Manner in which Rate of Interest is to
be determined:
Screen Rate Determination
(g) If Screen Rate Determination:
(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
15. Reset Note Provisions Not Applicable
(m) Day Count Fraction: Actual/360
(l) Maximum Interest Rate (if any): Not Applicable
(k) Minimum Interest Rate (if any): Not Applicable
(j) Margin(s): Plus 0.65
per cent.
per annum

PROVISIONS REGARDING REDEMPTION/MATURITY

16. Maturity Date: Interest Payment Date falling in, or nearest to, May
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
21. Early
Redemption
Amount
payable
on
redemption
for
taxation
reasons
or
(for
EUR100,000
per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

Event of Default:

  1. U.S. Selling Restrictions: Reg S Compliance Category 2; TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY

Subordinated Notes only) following a Regulatory Event or (for any Note) on an

By: DAVID KIRBY By: STEPHEN TYRIE Duly Authorised Duly Authorised

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:
£2,100
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 The Royal Bank of Scotland plc (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

Indication of yield: Not Applicable

5. OPERATIONAL INFORMATION

(a) ISIN: XS1403601393
(b) Common Code: 140360139
(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

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