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OFFERING CIRCULAR dated 15 June 2020 Nationwide Building Society (incorporated in England under the Building Societies Act 1986, as amended) £750,000,000 Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities Issue price: 100.00 per cent. Nationwide Building Society (the "Society") expects to issue £750,000,000 Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities (the "Securities") on or about 17 June 2020 (the "Issue Date"). The Securities will bear interest, in accordance with the conditions of issue of the Securities (the "Conditions"), on their nominal amount from (and including) the Issue Date at the applicable Interest Rate described below. Subject to cancellation as set out in the Conditions, interest shall be payable on the Securities semi-annually in arrear in equal instalments on 20 June and 20 December in each year (each, an "Interest Payment Date"), commencing on 20 December 2020 (with a long first interest period). For each Interest Period which commences prior to 20 December 2027 (the "First Reset Date"), the Interest Rate shall be 5.750 per cent. per annum. For each Interest Period which commences on or after the First Reset Date, the Interest Rate shall be the sum of the Benchmark Gilt Reset Reference Rate (as defined in the Conditions) in relation to that period and the initial credit spread of 5.625 per cent. per annum. Any payment of interest may be cancelled (in whole or in part) in the sole discretion of the Society, and shall be cancelled (in whole or in part) in certain circumstances described herein, including (without limitation) if the Society has insufficient distributable items available for paying interest or for regulatory or solvency reasons. If at any time the CET1 Ratio (calculated on either an individual consolidated basis or a consolidated basis, and as further defined in the Conditions) of the Society falls below 7.00 per cent. (the "Conversion Trigger"), the Society will irrevocably cancel all accrued and unpaid interest, write down the Securities to zero and issue to each holder of Securities (each a "Securityholder") such number of Core Capital Deferred Shares ("CCDS") as is equal to the aggregate nominal amount of that holder's Securities divided by the prevailing Conversion Price, all as more fully described in the Conditions. Such write-down and issue of CCDS is referred to herein as a "Conversion", and "Converted" should be read accordingly. The Securities may also be written off or converted to Common Equity Tier 1 capital by the United Kingdom resolution authorities in certain circumstances pursuant to the bank and building society recovery and resolution regime under the Banking Act 2009, as amended. The Securities will have no fixed repayment date. The Society may, subject as provided herein, elect to repay all, but not some only, of the Securities at their nominal amount together with accrued but unpaid interest thereon (excluding interest which has been cancelled in accordance with the Conditions): (i) on any day falling in the period commencing on (and including) 20 June 2027 and ending on (and including) the First Reset Date; (ii) on any date that falls five, or an integral multiple of five, years following the First Reset Date; or (iii) at any time following the occurrence of certain tax events or in the event that the entire nominal amount of the Securities or any part thereof ceases (or would cease) to be part of the Society's Tier 1 Capital (as defined in the Conditions). The Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available, to retail clients in the United Kingdom or the European Economic Area ("EEA"), as defined in the rules set out in the Markets in Financial Instruments Directive 2014/65/EU, as amended or replaced from time to time ("MiFID II"). Prospective investors are referred to the section headed "Prohibition on marketing and sales of Securities to retail investors" commencing on page 3 of this Offering Circular for further information. The Securities are expected to be admitted to trading on the International Securities Market ("ISM") the London Stock Exchange plc (the "London Stock Exchange") on or about the Issue Date. The ISM is not a regulated market for the purposes of MiFID II. The ISM is a market designated for professional investors. Securities admitted to trading on the ISM are not admitted to the Official List of the Financial Conduct Authority (the "FCA"). The London Stock Exchange has not approved or verified the contents of this Offering Circular. This Offering Circular comprises an admission particulars (the "Admission Particulars") for the purposes of the admission to trading of the Securities on the ISM. Investing in the Securities involves significant risks. Please review carefully the section entitled "Risk Factors" in this Offering Circular. The Securities are expected to be rated "BB+" by S&P Global Ratings Europe Limited ("S&P"), "BBB-" by Fitch Ratings Ltd. ("Fitch") and "Ba1" by Moody's Investors Service Limited ("Moody's"). Each of S&P, Fitch and Moody's is established in the United Kingdom or the European Union ("EU") and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of S&P, Fitch and Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Securities will be issued in registered form in denominations of £200,000 and integral multiples of £1,000 in excess thereof. The Securities will initially be represented by a global certificate (the "Global Certificate") registered in the name of a nominee for a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") on or about the Issue Date. The Global Certificate will only be exchangeable for definitive Certificates in certain limited circumstances as described under "Summary of Provisions Relating to the Securities while Represented by the Global Certificate". Joint Bookrunners BofA Securities Citigroup J.P. Morgan Morgan Stanley The Securities will be deferred shares in the Society for the purposes of section 119 of the Building Societies Act 1986, as amended (the "Act"), and will not be protected deposits for the purposes of the Financial Services Compensation Scheme ("FSCS") established under the Financial Services and Markets Act 2000, as amended (the "FSMA"). This Offering Circular comprises an offering circular for the purposes of giving information with regard to the Society and its subsidiary undertakings (the Society together with its subsidiary undertakings, "Nationwide" or the "Group") and the Securities. The Society accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Society (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that such documents are incorporated in and form part of this Offering Circular and references herein to this Offering Circular shall be construed accordingly. The admission of the Securities to trading on the ISM is not to be taken as an indication of the merits of an investment in the Society, the Group or the Securities. In making an investment decision, investors must rely on their examination of the Society, the Group and the terms of the Securities, including the merits and risks involved. See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in the Securities. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not contained in this Offering Circular must not be relied upon as having been authorised by the Society or the Joint Bookrunners (as defined in "Subscription and Sale"). Neither the delivery of this Offering Circular nor any subscription, sale or purchase made in connection herewith shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Society or the Group since the date of this Offering Circular. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any other U.S. State securities laws and may not be offered or sold in the United States of America (the "United States" or "U.S.") or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act otherwise than in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Society or the Joint Bookrunners to subscribe for or purchase, any Securities. The distribution of this Offering Circular and the offering of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Society and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
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