Nationwide Ccds Regulatory News (NBS)

NATIONWIDE BUILDING SOCIETY

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

(the Issuer)

NOTICE

to the holders of:

£1,000,000,000 Floating Rate Series 2018-01 Covered Bonds due 12 April 2023 (ISIN: XS1806359714)

(the Series 2018-01 Bonds)

£750,000,000 5.625 per cent. Series 2011-2 Covered Bonds due 28 January 2026 (ISIN: XS0584363724)

(the Series 2011-2 Bonds)

(together, the Bonds and each a Series of Bonds and the holders thereof, the Bondholders)

The Issuer has today given a Notice of Meeting in respect of each Series of Bonds for the purpose of soliciting a consent to the modification of the terms and conditions of the relevant Bonds and consequential or related amendments to the Transaction Documents for the relevant Bonds such that the existing Sterling LIBOR interest basis of each Series of Bonds is replaced by a Compounded Daily SONIA interest basis, as proposed by the Issuer for approval by separate Extraordinary Resolutions of the Bondholders, all as further described in the Consent Solicitation Memorandum dated 16 October 2019.

In addition to the Bondholder Proposal, Nationwide announces that it is exploring the potential transition of the remaining GBP Floating Rate LIBOR linked Covered Bonds to SONIA, meaning the £100,000,000 Floating Rate Series 2011-20 Covered Bonds due 27 October 2026 (ISIN: XS0697790342), the £100,000,000 Floating Rate Series 2011-21 Covered Bonds due 27 October 2028 (ISIN: XS0697790185) and the £50,000,000 Floating Rate Series 2011-22 Covered Bonds due 27 October 2031 (ISIN: XS0697790425). Nationwide is seeking to engage with the holders of these bonds in order to receive feedback on potential transitioning options, which will not bind the Issuer or bondholders.

To view the following items, please paste the following URL into the address bar of your browser:

1. NOTICE OF MEETING IN RESPECT OF THE SERIES 2018-01 BONDS

http://www.rns-pdf.londonstockexchange.com/rns/0776Q_2-2019-10-16.pdf

2. NOTICE OF MEETING IN RESPECT OF THE SERIES 2011-2 BONDS

http://www.rns-pdf.londonstockexchange.com/rns/0776Q_1-2019-10-16.pdf

3. INDICATIVE TIMETABLE FOR THE TIMING OF THE CONSENT SOLICITATION

http://www.rns-pdf.londonstockexchange.com/rns/0776Q_3-2019-10-16.pdf

Capitalised terms used but not defined herein shall have the meanings set out in the Consent Solicitation Memorandum.

Further information relating to the Bondholder Proposal can be obtained from the Solicitation Agent directly:

NatWest Markets Plc

250 Bishopsgate

London, ECM 4AA

United Kingdom

Attention: Liability Management

Telephone number: +44 (0)20 7678 5282

Email: liabilitymanagement@natwestmarkets.com

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 Bondholder Proposal. If any Bondholder is in doubt as to the action it should take, it is recommended to seek its own legal or financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to vote in respect of the Bondholder Proposal. None of the Issuer, the LLP, the Tabulation Agent, the Principal Paying Agent, the Solicitation Agent, the Bond Trustee or the Security Trustee for the Bonds makes any recommendation as to whether or not or how Bondholders should vote in respect of the Bondholder Proposal.

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 and the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.