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NATIONWIDE BUILDING SOCIETY

Capital/Financing Update May 5, 2016

4690_rns_2016-05-05_13ba5695-4baf-467c-8fb4-973764d17142.pdf

Capital/Financing Update

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5 May 2016

Nationwide Building Society EUR 100,000,000 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: 497
(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
100,000,000
(b) Aggregate
nominal
amount
of
Series (if more
than
one
issue
for
the Series):
EUR
100,000,000
(c) Specified Currency: Euro (EUR)
(d) Specified Denomination: EUR
100,000
(e) Calculation Amount: EUR
100,000
7. Issue Price: 100.685
per cent.
8. Issue Date: 9 May
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

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 9 February, 9 May, 9 August and 9
November
in each year, commencing 9 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 Convention
(d) Additional Business Centre(s):
(e)
First Interest Payment Date:
(f)
Manner in which Rate of
Interest is to be determined:
Not Applicable
9 August
2016
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
(j) Margin(s): Plus 0.65
per cent.
(k) Minimum Interest Rate (if any): Not Applicable
(l) Maximum Interest Rate (if any): Not Applicable
(m) Day Count Fraction: Actual /
360
15. Reset Note Provisions Not Applicable
MATURITY PROVISIONS REGARDING REDEMPTION/
16. Maturity
Date:
Interest Payment Date falling on, or nearest to, 9 May 2018
    1. 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 EUR 100,000 per Calculation Amount
  • on 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: 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
Authority with effect from the Issue Date
(b) Estimate
of
total
expenses
related
to admission
to
trading
GBP 3,240
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 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.

4. YIELD (Fixed Rate Notes only)

Indication of yield: Not Applicable

5. OPERATIONAL INFORMATION

(a) ISIN: XS1405995066
(b) Common Code: 140599506
(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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