NATIONWIDE BUILDING SOCIETY

Prospectus • Apr 13, 2017

FINAL TERMS

13 April 2017

Nationwide Building Society €750,000,000 0.625 per cent. Notes due April 2023 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 31 August 2016 and the supplemental Prospectuses dated 18 November 2016 and 10 February 2017 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).

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:		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:	504
	(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 $\epsilon$ 750,000,000 issued:
	(b)	Aggregate nominal amount of Series (if more than one issue for the Series):	€750,000,000
	(c)	Specified Currency:	Euro $(\epsilon)$

	(d)	Specified Denomination(s):	$€100,000$ and integral multiples of $€1,000$ in excess thereof up to and including $E199,000$ . No Notes in definitive form will be issued with a denomination above €199,000
	(e)	Calculation Amount:	$\epsilon$ 1,000
7.	Issue Price:		99.567 per cent. of the Nominal Amount of Notes
8.	Issue Date:		19 April 2017
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	Applicable
	(a)	Fixed Rate(s) of Interest:	0.625 per cent. per annum payable in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	19 April in each year commencing on 19 April 2018, up to and including the Maturity Date
	(c)	Initial Broken Amount per denomination:	Not Applicable
	(d)	Fixed Coupon Amount(s) (Applicable $\epsilon$ 6.25 per Calculation Amount to Notes in definitive form):
	(e)	Broken Amount(s) (Applicable to Notes in definitive form):	Not Applicable
	(f)	Final Broken Amount per denomination:	Not Applicable
	(g)	Day Count Fraction:	Actual/Actual (ICMA)
	(h)	Business Day Convention:	Following Business Day
		Adjusted: $\bullet$	Not Applicable
		Non-Adjusted: ø	Applicable
	(i)	Additional Business Centre(s):	Not Applicable
	(j)	Determination Date(s):	19 April in each year

13.	Zero Coupon Note Provisions	Not Applicable
14.	Floating Rate Note Provisions	Not Applicable
15.	Reset Note Provisions	Not Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

• 1. Maturity Date: 19 April 2023 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:

$€1,000$ per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

$22.$ U.S. Selling Restrictions: Reg S Compliance Category 2: TEFRA D

Signed on behalf of NATIONWIDE BUILDING SOCIETY

By:

$U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ and $U$ a

CECCO By:

Duly Authorised

PART B-OTHER INFORMATION

$\mathbf{1}$ . 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)	Estimated of total expenses related to admission to trading:	£4.380
RATINGS

Ratings:

$\overline{2}$ .

The Notes to be issued are expected to be rated:

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

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

Save for any fees payable to BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and UBS Limited (the Joint Lead 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 Joint Lead Managers 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

YIELD $\boldsymbol{4}$ .

Indication of yield:

0.699 per cent. per annum

OPERATIONAL INFORMATION 5.

Luxembourg

identification number(s):

XS1599125157 $(a)$ ISIN: 159912515 $(b)$ Common Code: Any clearing system(s) other than Not Applicable $(c)$ Euroclear and Clearstream,

the

relevant

$(d)$ Names and addresses of additional Not Applicable Paying Agent(s) (if any):

and