NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jul 27, 2016

FINAL TERMS

26 July 2016

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Nationwide Building Society U.S.\$10,000,000 Floating Rate Notes due July 2021 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, 12 February 2016 and 24 May 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-newshome.html).

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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:	501
	(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:	U.S.\$10,000,000
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	U.S.\$10,000,000
	(c)	Specified Currency.	U.S. Dollars (U.S.\$)
	(d)	Specified Denomination(s):	U.S.\$200,000
	(e)	Calculation Amount:	U.S.\$200,000

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7.	Issue Price:			100 per cent.
8.	Issue Date:			28 July 2016
9.			Interest Commencement Date:	Issue Date
10.		Automatic/optional	from conversion 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	Not Applicable
13.			Zero Coupon Note Provisions	Not Applicable
14.			Floating Rate Note Provisions	Applicable
	$\left( a\right)$	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 28 January, 28 April, 28 July and 28 October of each year, commencing 28 October 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:		28 October 2016
	(f)	Manner in which Rate of Interest is to be determined:		Screen Rate Determination
	(g)	If Screen Rate Determination:		Applicable
		(i) Reference Rate, Specified Time and Relevant Financial Centre:	Reference Rate: 3 month USD LIBOR
				Specified Time: 11.00 a.m.
	$\frac{N}{\lambda_{\rm eff}}$			Relevant Financial Centre: London
		(ii)	Interest Determination Date:	2 London business days prior to the start of each Interest Period
	ή,	(iii)	Relevant Screen Page:	Reuters Page LIBOR01
	(h)	If ISDA Determination:		Not Applicable
	(i)		Linear Interpolation:	Not Applicable

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15.	Reset Note Provisions		Not Applicable
	(m)	Day Count Fraction:	Actual/ $360 -$
	(1)	Maximum Interest Rate (if any):	Not Applicable
	(k)	Minimum Interest Rate (if any):	Not Applicable
	(j)	$Margin(s)$ :	Plus 1.27 per cent. per annum

PROVISIONS REGARDING REDEMPTION/MATURITY

16.	Maturity Date:	28 July 2021
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

Early Redemption Amount payable on U.S.\$200,000 per Calculation Amount 21. redemption for taxation reasons or (for Subordinated Notes only) following a Regulatory Event or (for any Note) on an Event of Default:

Maturity Date at 100 per cent. of their nominal amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

1. U.S. Selling Restrictions:

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Reg S Compliance Category 2; TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY

find Asbirdan. By: - .
Duly Authorised

By:

Duly Authorised

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PART B-OTHER INFORMATION

$\overline{1}$ . LISTING AND ADMISSION TO TRADING

Application has been made by the Issuer (or on its $(a)$ Listing and Admission to trading: 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. £360 $(b)$ Estimate of total expenses related to admission to trading: RATINGS The Notes to be issued are expected to be rated: Ratings:

Moody's Investors Service Limited: Aa3 Standard & Poor's Credit Market Services Europe Limited: $\mathbf{A}$ Fitch Ratings Ltd.: $\overline{A}$

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

Save for any fees payable to Barclays Bank 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

5.

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Indication of yield: Not Applicable OPERATIONAL INFORMATION $\left( a\right)$ ISIN: XS1459766694 145976669 Common Code: $(b)$ Not Applicable Any clearing system(s) other than $(c)$ Euroclear Clearstream, and relevant Luxembourg and the identification number(s): Names and addresses of additional Not Applicable $(d)$ Paying Agent(s) (if any):