Nationwide Ccds Regulatory News (NBS)

Nationwide Building Society

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

(the Society)

NOTICE OF MODIFICATION

to all holders of its outstanding

£125,000,000 8 5/8 per cent. Subordinated Notes Due 2018 (ISIN: XS0047364947) (the Notes)

NOTICE IS HEREBY GIVEN to the holders (the Noteholders) of the above Notes that pursuant to Clause 15 of the Trust Deed dated 21 November 1990 (the Principal Trust Deed) as supplemented by the Fourth Supplemental Trust Deed dated 29 November 1993 constituting the Notes (the Fourth Supplemental Trust Deed) Nationwide Building Society (the Society) and The Law Debenture Trust Corporation p.l.c. (the Trustee) have executed a Fifth Supplemental Trust Deed (the Supplemental Trust Deed) to give effect to the modifications to the terms and conditions of the Notes to amend the status and related provisions as set out in the following extract of the Supplemental Trust Deed with effect from 27 February 2018:

"2. The provisions of the Fourth Supplemental Trust Deed are hereby modified in relation to the Notes only as follows:

(a) The reference to "Subordinated" (i) on the front page; (ii) in the definition of "New Notes" in Clause 2(A); (iii) in the Form of New Global Note in the First Schedule; (iv) in the Form of Definitive New Note in the Second Schedule; and (v) on the last page, is hereby deleted;

(b) The reference to "Subordinated" in the first line of the first paragraph of the Terms and Conditions of the Notes as set out in the Second Schedule to the Fourth Supplemental Trust Deed is hereby deleted;

(c) Condition 2 (Status and Subordination) of the Terms and Conditions of the Notes as set out in the Second Schedule is hereby deleted and replaced as follows:

"Condition 2. Status

The Notes and Coupons constitute direct, unconditional and unsecured obligations of the Society and rank pari passu and without any preference among themselves and (subject to any applicable statutory exceptions or preferences) at least equally with all other unsecured and unsubordinated obligations of the Society."; and

(d) The text of Condition 11(A)(ii) of the Terms and Conditions of the Notes as set out in the Second Schedule to the Fourth Supplemental Trust Deed is hereby deleted and replaced with the following text:

"the Society and the Transferee Company shall execute a deed supplemental to the Trust Deed which has the effect of ensuring to the satisfaction of the Trustee that (a) the Transferee Company is bound by the terms of the Trust Deed and the Conditions as fully as if all and any reference therein to the Society were a reference to the Transferee Company and (b) the rights of the Noteholders will be such that they rank in priority to the holders of the issued share capital of the Transferee Company, and containing such other provisions as the Trustee may (having regard to the foregoing) reasonably require.".

3. The provisions of the Principal Trust Deed (as supplemented by the Fourth Supplemental Trust Deed) is hereby modified in relation to the Notes only as follows:

(a) The sub-heading "Subordination" immediately prior to Clause 7 of the Principal Trust Deed is hereby replaced with the heading "Status";

(b) Sub-clauses (A), (B), (C) and (D) of Clause 7 of the Principal Trust Deed are hereby replaced in full with the following text (and sub-clause (E) of that Clause will be re-designated as sub-clause (B)):

"(A) The Notes and Coupons are direct, unconditional and unsecured obligations of the Society and, on a winding-up of the Society, claims in respect of the Notes and the Coupons will rank without any preference among themselves and (subject to any applicable statutory exceptions or preferences) at least equally with claims in respect of all other unsecured and unsubordinated obligations of the Society."; and

(c) The text of Clause 9(A)(ii) of the Principal Trust Deed is hereby deleted and replaced with the following text:

"the Society and the Transferee Company shall execute a deed supplemental to these presents which has the effect of ensuring to the satisfaction of the Trustee that (a) the Transferee Company is bound by the terms of this Trust Deed and the Conditions as fully as if all and any reference therein to the Society were a reference to the Transferee Company and (b) the rights of the holders of the Notes will be such that they rank in priority to the holders of the issued share capital of the Transferee Company, and containing such other provisions as the Trustee may (having regard to the foregoing) reasonably require."."

A copy of the Supplemental Trust Deed has been submitted to the National Storage Mechanism and is available for inspection at: www.Hemscott.com/nsm.do.

This Notice is given by Nationwide Building Society.

Dated: 27 February 2018

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.