NATIONWIDE BUILDING SOCIETY

Prospectus • Mar 21, 2016

CONFORMED COPY

21 March 2016

Nationwide Building Society EUR650,000,000 Floating Rate Notes due March 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:	489
	(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:	EUR650,000,000
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	EUR650,000,000
	(c)	Specified Currency:	Euro (EUR)

	(d)		Specified Denomination:	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:	100.405 per cent.
8.			Issue Date:	23 March 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 23 March, 23 June, 23 September and 23 December in each year, commencing 23 June 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:	23 June 2016
	(f)		Manner in which Rate of Interest is to be determined:	Screen Rate Determination
	(g)		If Screen Rate Determination:
			(i) Reference Rate, Specified	Reference Rate: 3 month EURIBOR
			Time and Relevant Financial Centre:	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. per annum
	(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

PROVISIONS REGARDING REDEMPTION/MATURITY

16.	Maturity Date:	Interest Payment Date falling in, or nearest to, March 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 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

22. U.S. Selling Restrictions:	Reg S Compliance Category 2; TEFRA D
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Signed on behalf of NATIONWIDE BUILDING SOCIETY

By:	SARAH ROBINSON	By:	JIM GIBBONS
	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 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) Estimated 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 BNP Paribas and Citigroup Global Markets Limited (the 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 Dealers 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: Not Applicable

5. OPERATIONAL INFORMATION

(a)	ISIN:	XS1385392888
(b)	Common Code:	138539288
(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