Nationwide Ccds Regulatory News (NBS)

RNS ANNOUNCEMENT

NATIONWIDE BUILDING SOCIETY

€45,000,000,000 GLOBAL COVERED BOND PROGRAMME

1 October 2018

Announcement regarding amendments to the Transaction Documents

Pursuant to the changes made to the Fitch Rating Criteria with effect on and from 1 August 2018:

a) Clause 7.1(c)(ii)(Termination Events) of the Bank Account Agreement has been amended and restated from:

"if the unsecured, unsubordinated and unguaranteed debt obligation ratings of the Account Bank fall below A-1 short-term or A long-term (or, if not rated at least A-1 short-term, at least A+ long-term) by S&P or F1 short-term or A long-term by Fitch or the deposit ratings of the Account Bank fall below P-1 short-term or A2 long-term by Moody's (collectively, the Account Bank Required Ratings) and the Account Bank does not, within 30 calendar days of such occurrence, (A) close the GIC Account, the Transaction Account, each Covered Bond Swap Collateral Account and each Interest Rate Swap Collateral Account, in each case that is held with Nationwide, and open replacement accounts with one or more financial institutions each (I) having all of the Account Bank Required Ratings and (II) being an authorised institution under FSMA 2000 or (B) obtain an unconditional and unlimited guarantee of its obligations under this Agreement from one or more financial institutions each having all of the Account Bank Required Ratings (provided that in the case of each of (A) and (B) above, the Rating Agencies then rating the Covered Bonds confirm that the Covered Bonds would not be adversely affected thereby and any cost will be borne by the Account Bank); or"

to

"if the unsecured, unsubordinated and unguaranteed debt obligation ratings of the Account Bank fall below A-1 short-term or A long-term (or, if not rated at least A-1 short-term, at least A+ long-term) by S&P or F1 short-term or A long-term by Fitch or the deposit ratings of the Account Bank fall below P-1 short-term or A2 long-term by Moody's (collectively, the Account Bank Required Ratings) and the Account Bank does not, within 60 calendar days of such occurrence, (A) close the GIC Account, the Transaction Account, each Covered Bond Swap Collateral Account and each Interest Rate Swap Collateral Account, in each case that is held with Nationwide, and open replacement accounts with one or more financial institutions each (I) having all of the Account Bank Required Ratings and (II) being an authorised institution under FSMA 2000 or (B) obtain an unconditional and unlimited guarantee of its obligations under this Agreement from one or more financial institutions each having all of the Account Bank Required Ratings (provided that in the case of each of (A) and (B) above, the Rating Agencies then rating the Covered Bonds confirm that the Covered Bonds would not be adversely affected thereby and any cost will be borne by the Account Bank); or"; and

(b) Clause 4.1(d)(Establishment of Bank Accounts) of the Cash Management Agreement has been amended and restated from:

"Other than with respect to the Collateralised GIC Account, the Cash Manager hereby confirms that if any of the ratings of an Account Bank fall below the Account Bank Ratings (or such other ratings that may be agreed from time to time between the parties to this Agreement and the relevant Rating Agency confirms that the then current ratings of the Covered Bonds would not be adversely affected thereby), then (unless such Account Bank obtains a guarantor for its obligations under the Bank Account Agreement having at least the Account Bank Ratings within 30 calendar days of the first downgrade by a Rating Agency below the Account Bank Ratings and the Rating Agencies then rating the Covered Bonds confirm that the Covered Bonds would not be adversely affected thereby), it shall, immediately on expiry of that 30 calendar day period:

(i) serve a Stand-by Account Bank Notice on a Stand-by Account Bank; and

(ii) transfer (A) amounts standing to the credit of the GIC Account (and any other bank account (other than the Transaction Account and any Covered Bond Swap Collateral Account and any Interest Rate Swap Collateral Account) held by the LLP with the Account Bank) to (1) the Collateralised GIC Account, provided that such amounts constitute Deposit Non-Reserved Amounts and that the conditions of Clause 4.6 are met, or (2) a Stand-by GIC Account or other GIC Account, (B) amounts standing to the credit of the Transaction Account to a Stand-by Transaction Account, (C) amounts standing to the credit of each Covered Bond Swap Collateral Account to either (1) the Collateralised GIC Account, provided that such amounts constitute Swap Collateral cash amounts and that the conditions of Clause 4.6 are met, or (2) the corresponding Stand-by Covered Bond Swap Collateral Account or other Covered Bond Swap Collateral Account, and (D) amounts standing to the credit of each Interest Rate Swap Collateral Account to either (1) the Collateralised GIC Account, provided that such amounts constitute Swap Collateral cash amounts and that the conditions of Clause 4.6 are met, or (2) the corresponding Stand-by Interest Rate Swap Collateral Account or other Interest Rate Swap Collateral Account, and in relation to (A), (C) and (D), provided further that no monies shall be credited to the Collateralised GIC Account for so long as Nationwide's "Issuer Default Ratings" are below BBB- by Fitch."

to

"Other than with respect to the Collateralised GIC Account, the Cash Manager hereby confirms that if any of the ratings of an Account Bank fall below the Account Bank Ratings (or such other ratings that may be agreed from time to time between the parties to this Agreement and the relevant Rating Agency confirms that the then current ratings of the Covered Bonds would not be adversely affected thereby), then (unless such Account Bank obtains a guarantor for its obligations under the Bank Account Agreement having at least the Account Bank Ratings within 60 calendar days of the first downgrade by a Rating Agency below the Account Bank Ratings and the Rating Agencies then rating the Covered Bonds confirm that the Covered Bonds would not be adversely affected thereby), it shall, immediately on expiry of that 60 calendar day period:

(iii) serve a Stand-by Account Bank Notice on a Stand-by Account Bank; and

(iv) transfer (A) amounts standing to the credit of the GIC Account (and any other bank account (other than the Transaction Account and any Covered Bond Swap Collateral Account and any Interest Rate Swap Collateral Account) held by the LLP with the Account Bank) to (1) the Collateralised GIC Account, provided that such amounts constitute Deposit Non-Reserved Amounts and that the conditions of Clause 4.6 are met, or (2) a Stand-by GIC Account or other GIC Account, (B) amounts standing to the credit of the Transaction Account to a Stand-by Transaction Account, (C) amounts standing to the credit of each Covered Bond Swap Collateral Account to either (1) the Collateralised GIC Account, provided that such amounts constitute Swap Collateral cash amounts and that the conditions of Clause 4.6 are met, or (2) the corresponding Stand-by Covered Bond Swap Collateral Account or other Covered Bond Swap Collateral Account, and (D) amounts standing to the credit of each Interest Rate Swap Collateral Account to either (1) the Collateralised GIC Account, provided that such amounts constitute Swap Collateral cash amounts and that the conditions of Clause 4.6 are met, or (2) the corresponding Stand-by Interest Rate Swap Collateral Account or other Interest Rate Swap Collateral Account, and in relation to (A), (C) and (D), provided further that no monies shall be credited to the Collateralised GIC Account for so long as Nationwide's "Issuer Default Ratings" are below BBB- by Fitch.".

For further information, please contact

Alexander Wall

Head of Treasury Investor Relations & Ratings Agencies

Tel: +44 (0)20 7267 6568

E-mail: Alexander.Wall@Nationwide.co.uk

Michael Constantine

Senior Counsel, Treasury

Tel: +44 (0)20 7261 6127

E-mail: Michael.Constantine@nationwide.co.uk

Nationwide Building Society

One Threadneedle Street

London

EC2R 8AW