Nationwide Ccds Regulatory News (NBS)

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

Nationwide Building Society announces proposed offering of Additional Tier 1 Securities and proposed issue of Core Capital Deferred Shares

10 June 2020. Nationwide Building Society (the "Society") is today launching a proposed offering, subject to customary offer restrictions, of sterling-denominated reset perpetual contingent convertible additional tier 1 securities (the "AT1 Securities"). The offer of the AT1 Securities is expected to price later today and to settle on or around 17 June 2020. The Society has appointed Citigroup Global Markets Limited, J.P. Morgan Securities plc, Merrill Lynch International and Morgan Stanley & Co. International plc as joint bookrunners (the "Joint Bookrunners") in connection with the offering of the AT1 Securities. The net proceeds of the issue of the AT1 Securities will be used by the Society to strengthen its regulatory capital base and for general business purposes consistent with the Society's principal purpose as a UK building society.

The Society has also separately agreed to issue 28,000 new Core Capital Deferred Shares ("CCDS") at an issue price of £162.041 per CCDS. The new CCDS are expected to be issued on or around 17 June 2020, and will be consolidated and form a single series with the Society's 10,500,000 CCDS currently outstanding. The net proceeds of the issue of the CCDS will be used to strengthen the Society's regulatory capital base, to satisfy prudential requirements with respect to discretionary awards and for general business purposes consistent with the Society's principal purpose as a UK building society.

For further information, please contact:

Alex Wall

Head of Financial Risk & Resource Optimisation

Telephone: +44 (0) 20 7261 6568

Email: Alexander.Wall@nationwide.co.uk

Nationwide Building Society

One Threadneedle Street

London EC2R 8AW

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DISCLAIMER

No representation has been made that any action has been or will be taken by the Society or any of the Joint Bookrunners that would permit a public offer of the securities referred to herein (the "Securities"), or possession or distribution of this announcement or any offering materials relating to the Securities (in preliminary, proof or final form) or any other offering or publicity material relating to the Securities (including roadshow materials and investor presentations) in any country or jurisdiction where action for that purpose is required. The Securities may not be, directly or indirectly, offered or sold in any country or jurisdiction where action for that purpose is required. Accordingly, the Securities may not, directly or indirectly, be offered or sold, and neither this announcement nor any offering materials relating to the Securities may be distributed in or from, or published in, any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in certain transactions exempt from the registration requirements of the Securities Act.

Prohibition of sales to UK and EEA Retail Investors. The Securities have not been, and will not be, offered, sold or otherwise made available to any retail investor in the United Kingdom or the European Economic Area. For the purposes of this provision the expression "retail investor" means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

United Kingdom. This announcement and any offering materials relating to the Securities are directed only at, and will be distributed only to, (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) those persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as "relevant persons"). This announcement or any offering materials relating to the Securities is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity in relation to the Securities is available only to relevant persons and will be engaged in only with relevant persons. Any offering materials relating to the Securities will only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 would not, if the Society was not an authorised person, apply to the Society.

Additional offer and distribution restrictions apply in relation to the Securities in Italy, Canada and Singapore and may apply in other jurisdictions. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement come are required by the Society and each of the Joint Bookrunners to inform themselves about, and to observe, any such restrictions. Nothing in this announcement constitutes an offer or sale of any Securities or a solicitation of an offer to purchase any Securities.

Compliance information for the Securities: MiFID II product governance - eligible counterparties and professional clients only; PRIIPs Regulation/FCA CoCo restriction/COBS 22.2 - no sales to United Kingdom or European Economic Area retail investors; no key information document has been or will be prepared.