Holding(s) in Company

17 June 2020

Nationwide Building Society

(the "Society")

Core Capital Deferred Shares

(GB00BBQ33664)

(the "CCDS")

NOTICE IS HEREBY GIVEN by the Society, pursuant to DTR 5.8.12R, that the Society received on 17 June 2020 a TR-1 form in respect of the CCDS from Citivic Nominees Limited (the "Nominee"). 

The TR-1 form confirmed that the Nominee is the registered holder of all of the 10,528,000 CCDS issued by the Society, comprising the 5,500,000 CCDS issued on 6 December 2013, the 5,000,000 further CCDS issued on 14 September 2017 and the 28,000 further CCDS issued on 17 June 2020.

Interests in the CCDS are held by beneficial owners through accounts with Euroclear Bank SA/NV and Clearstream Banking, S.A. and, whilst so held, the legal title to all of the CCDS is registered in the name of the Nominee as nominee for those clearing systems. The members' rights attaching to the CCDS so held will be held by the Nominee, who will be entitled to exercise (without following instructions given in writing or by electronic means) the voting and other members' rights attributable to all those CCDS so held.

The Nominee, in its capacity as a member of the Society, shall have only one vote (regardless of the number of CCDS held by it and regardless also of the size and number of other relevant investments or interests (if any) conferring membership rights which the Nominee may have in the Society) on any resolution put to members of the Society generally.

Given the difficulty of casting the single vote attaching to the CCDS at a general meeting of the members of the Society in a manner which reflects the views of all the investors holding CCDS through a clearing system and the relative insignificance of that vote in the context of all the votes which may be cast by members of the Society, the Nominee has informed the Society that it does not intend to exercise its vote insofar as such vote relates to its holding of CCDS.

For further information, please contact

Nationwide Building Society

One Threadneedle Street

London EC2R 8AW

Alex Wall

Head of Financial Risk & Resource Optimisation

Telephone: +44 (0) 20 7261 6568