Nationwide Ccds Regulatory News (NBS)

Nationwide Building Society

(incorporated in England under the Building Societies Act 1986, as amended)

update regarding the consent solicitation and proposal to all holders (the Noteholders) of its outstanding

€750,000,000 6.75 per cent. Subordinated Notes due 22 July 2020 (ISIN: XS0527239221) (the Notes)

6 February 2018. On 25 January 2018, Nationwide Building Society (the Society) announced an invitation (the Consent Solicitation) to holders of the Notes to consent to the modification of the terms and conditions of the Notes (the Conditions) and the Trust Deed constituting the Notes, as proposed by the Society (the Proposal) for approval by an extraordinary resolution (an Extraordinary Resolution) at a meeting of the Noteholders (the Meeting), all as further described in the Consent Solicitation Memorandum prepared by the Society dated 25 January 2018 (the Consent Solicitation Memorandum). Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Consent Solicitation Memorandum.

The Early Consent Deadline for the Consent Solicitation was 4.00 p.m. (London time) on 5 February 2018. As at the Early Consent Deadline, Solicitation Instructions had been received in respect of 79.31 per cent. of the aggregate principal amount of the Notes outstanding, of which 99.62 per cent. are instructions in favour of the Extraordinary Resolution.

Accordingly, subject to any revocation of Solicitation Instructions in the limited circumstances in which revocation is permitted as described in the Consent Solicitation Memorandum, the Meeting of Noteholders convened for 10.00 a.m. (London time) on 20 February 2018 will be quorate and the Extraordinary Resolution will be passed.

The Society will announce the results of the Meeting as soon as reasonably practicable after the Meeting.

Further details on the transaction can be obtained from:

THE SOLICITATION AGENTS

Requests for documentation and information in relation to the procedures for delivering Solicitation Instructions should be directed to:

TABULATION AGENT

Inside Information Notice

This announcement is released by Nationwide Building Society and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Alex Wall, Head of Capital, Ratings & Investor Relations of Nationwide Building Society.

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Consent Solicitation or the Proposal, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate in the Proposal. None of the Society, the Solicitation Agents, the Tabulation Agent, the Trustee or the Principal Paying Agent makes any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate in the Proposal.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in any jurisdiction. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.