NATIONWIDE BUILDING SOCIETY

Prospectus • Apr 19, 2016

FINAL TERMS

18 April 2016

Nationwide Building Society HKD 200,000,000 2.83 per cent. Notes due April 2026 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:		No
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:	492
	(b)	Tranche Number:	$\mathbf{I}$
	(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:	HKD 200,000,000
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	HKD 200,000,000
	(c)	Specified Currency:	Hong Kong Dollar (HKD)
	(d)	Specified Denomination(s):	HKD 1,000,000
	(e)	Calculation Amount:	HKD 1,000,000

7.	Issue Price: Issue Date:		100 per cent.
8.			20 April 2016
9.		Interest Commencement Date:	Issue Date
10.	from Automatic/optional conversion one Interest Basis to another: Additional Financial Centre(s)		Not Applicable s f
11.			London
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE			$\sim$
12.	Fixed Rate Note Provisions		Applicable
	(a)	Fixed Rate(s) of Interest:	2.83 per cent. per annum payable in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	20 April in each year, commencing 20 April 2017, up to and including the Maturity Date
	(c)	Amount Broken per Initial denomination:	Not Applicable
	(d)	Fixed Coupon Amount(s) (Applicable to Notes in definitive form):	HKD 28,300 per Calculation Amount
	(e)	Broken Amount(s) (Applicable to Notes in definitive form):	Not Applicable
	(f)	Broken Amount per Final denomination:	Not Applicable
	(g)	Day Count Fraction:	Actual/365 (Fixed)
	(h)	Business Day Convention:	Modified Following Business Day
		Adjusted: ۰	Applicable
		Non-Adjusted: ٠	Not Applicable
	(i)	Additional Business Centre(s):	Not Applicable
	(j)	Determination Date(s):	Not Applicable
13.	Zero Coupon Note Provisions Floating Rate Note Provisions Reset Note Provisions		Not Applicable
14.			Not Applicable
15			Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

Maturity Date: 16.

Redemption at Issuer's option: 17.

• Regulatory Event (Subordinated Notes only): 18.
• 1. Redemption at Noteholder's option:

Final Redemption Amount: 20.

Early Redemption Amount payable on 21. redemption for taxation reasons or (for Subordinated Notes only) following a Regulatory Event or (for any Note) on an Event of Default:

20 April 2026

Not Applicable

Not Applicable

Not Applicable

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

HKD 1,000,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

U.S. Selling Restrictions: 22.

Reg S Compliance Category 2; TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY

By: Duly Authorised

By:

Duly Authorised

PART B-OTHER INFORMATION

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

(a)	Listing and Admission to trading: TV.	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)	Estimated of total expenses related to admission to trading:	£360
RATINGS
Ratings:		The Notes to be issued are expected to be rated:
		A1 Moody's Investors Service Limited:

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

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

Save for any fees payable to BNP Paribas (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

YIELD $4.$

$\mathcal{C}^{\infty}_{\mathbf{m}}$

2.

Indication of yield:

2.83 per cent. per annum

OPERATIONAL INFORMATION 5.

• XS1397783918 ISIN: $(a)$ 139778391 Common Code: $(b)$ Any clearing system(s) other than Not Applicable $(c)$ Clearstream, Euroclear and Luxembourg and the relevant identification number(s): Names and addresses of additional Not Applicable
• $(d)$ Paying Agent(s) (if any):