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Nationwide Building Society PROSPECTUS dated 11 September 2017 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the action you should take in connection with this document or the proposals contained in it, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are taking advice in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a jurisdiction outside the United Kingdom. This document comprises a prospectus (the Prospectus) relating to Nationwide Building Society (the Society) and to the Society and its consolidated subsidiaries (Nationwide or the Group) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the FCA) made under section 73A of the Financial Services and Markets Act 2000, as amended (the FSMA). The Prospectus will be made available to the public in accordance with the Prospectus Rules. Capitalised terms used in this Prospectus which are not otherwise defined have the meanings given to them in “Part XXII: Definitions”. NATIONWIDE BUILDING SOCIETY (incorporated in England and Wales under the UK Building Societies Act 1986, as amended, and regulated by the Prudential Regulation Authority and the Financial Conduct Authority with FCA Mutuals Public Register Number 355B) Issue of 5,000,000 Core Capital Deferred Shares of £1 each at an Issue Price of £159.00 per Core Capital Deferred Share (the Further CCDS) and admission of the Further CCDS to the Official List and to trading on the London Stock Exchange such Further CCDS to be consolidated and form a single series immediately upon issue with the 5,500,000 CCDS issued by the Society on 6 December 2013 (the Existing CCDS and, together with the Further CCDS, the CCDS) Joint Bookrunners Barclays BofA Merrill Lynch Citigroup J.P. Morgan Cazenove UBS Investment Bank Co-lead Managers BNP PARIBAS NatWest Markets AGGREGATE ISSUED CCDS IMMEDIATELY FOLLOWING THE ISSUANCE CCDS of Number £1 each 10,500,000 Application has been made to the FCA for all of the Further CCDS of the Society to be issued to be admitted to the Standard Listing segment of the Official List maintained by the FCA and to the London Stock Exchange plc for such Further CCDS to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that admission to listing to the Standard Listing segment of the Official List and trading on the London Stock Exchange’s main market for listed securities (Admission) will become effective and that dealings will commence at 8.00 a.m. on or after 14 September 2017 but not later than 21 September 2017. Such Admission will be in addition to the 5,500,000 Existing CCDS of the Society which were admitted to the Standard Listing segment of the Official List maintained by the FCA and to trading on the London Stock Exchange’s main market for listed securities on 9 December 2013. No application has been, or is currently intended to be, made for the CCDS to be admitted to listing or trading on any other stock exchange. The Directors of the Society, whose names appear in “Part IV– Directors, Principal and Head Office and Advisers” of this Prospectus, and the Society accept responsibility for the information contained in this Prospectus and declare that, to the best of the knowledge of the Directors and the Society (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. Prospective investors should read this Prospectus in its entirety and in particular “Part II: Risk Factors” on pages 31 to 65 of this Prospectus for a discussion of certain risks and other factors that should be considered in connection with an investment in the CCDS. Prospective investors should be aware that an investment in the Society involves a degree of risk and that, if one or more of the risks described in this Prospectus were to occur, investors may find that their investment is materially adversely affected. The CCDS are a financial instrument with many complex features. As a provider of core capital to the Society, an investor in CCDS should be prepared to suffer losses on its investment if, in particular, the Society and/or the financial sector generally approaches or enters into a period of financial stress. In particular, investors should note that the Society has neither an obligation nor any right to redeem the CCDS and the CCDS holders do not have any right to require the Society to do so. The declaration of any interim and/or final Distribution on the CCDS by the Society in respect of any financial year is wholly discretionary. Further, a transfer of CCDS will not be valid unless the number of CCDS transferred is a whole number that is equal to or greater than the minimum transfer amount prevailing at the time of transfer. The minimum transfer amount is fixed at 250 CCDS and will not be reduced except in agreement with the Relevant Regulators. Notwithstanding the minimum transfer amount applicable to the CCDS, the minimum investment in Further CCDS pursuant to the Offer is 1,258 Further CCDS (reflecting a minimum total consideration of approximately £200,000 per investor at the Issue Price) (the Minimum Investment). For the avoidance of doubt, the Minimum Investment applies only to the purchase or subscription of Further CCDS in the Offer. With respect to any secondary market trading in the CCDS (including the Further CCDS) the minimum transfer amount of 250 CCDS will continue to apply. The Issue Price quoted above is exclusive of any amount attributable to potential future Distributions and, in line with market convention for secondary market trading, the final price payable by investors will also include an amount attributable to potential future Distributions, being £2.408 (rounded to three decimal places) per CCDS. Accordingly, the purchase price of Further CCDS acquired pursuant to the Offer shall be £161.408 (rounded to three decimal places) per CCDS (the Purchase Price). However, investors should note that the CCDS are common equity tier 1 instruments and the Society has full discretion whether or not to declare Distributions (in contrast to interest on a debt instrument, there is no accrual of Distributions on CCDS). Whilst, under its Distribution Policy, the Board is currently targeting an interim Distribution of £5.125 per CCDS for payment in December 2017, the foregoing is not, and should not be construed as, a commitment to declare any such Distribution, and the Board shall be entitled, in its sole and absolute discretion, not to declare any such Distribution. The CCDS are being offered to certain institutional and professional investors in the United Kingdom and elsewhere outside the United States in reliance on Regulation S under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as described in “Part VII: Details of the Offer”. The CCDS are deferred shares for the purposes of section 119 of the Building Societies Act 1986, as amended, and are not protected liabilities for the purpose of the Financial Services Compensation Scheme established under the FSMA. Barclays Bank PLC (Barclays), Citigroup Global Markets Limited (Citigroup), J.P. Morgan Securities plc (J.P. Morgan), Merrill Lynch International (BofA Merrill Lynch), UBS Limited (UBS and, together with Barclays, Citigroup, J.P. Morgan and BofA Merrill Lynch, the Joint Bookrunners), BNP Paribas (BNPP) and The Royal Bank of Scotland plc (trading as NatWest Markets) (NatWest Markets and together with BNPP, the Co-lead Managers, and the Joint Bookrunners and the Co-lead Managers together, the Banks) each of which has been appointed as Joint Bookrunner or Co-lead Manager, as applicable, and each of which is acting exclusively for the Society and no one else in connection with the Offer and will not regard any other person (whether a recipient or reader of this Prospectus) as their respective clients in relation to the Offer and will not be responsible to anyone other than the Society for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer, Admission or any other matter referred to in this Prospectus. Each of the Banks other than BNPP is authorised by the Bank of England acting as Prudential Regulation Authority through its Prudential Regulation Committee (the PRA) and regulated by the PRA and the FCA in the United Kingdom. BNPP is lead supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (ACPR). BNPP is authorised by the ECB, the ACPR and the PRA and subject to limited regulation by the FCA and PRA. Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Banks accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this Prospectus or for any other statement made or purported to be made by it, or on its behalf, in connection with the Society, the CCDS or the Offer and nothing in this Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future.
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