Nationwide Building Society : Issuer Document

FINAL TERMS

MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Prohibition of sales to EEA retail investors - The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Prohibition of sales to UK retail investors - The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

January 19, 2023

Nationwide Building Society

Legal Entity Identifier (LEI): 549300XFX12G42QIKN82

$750,000,000 Fixed-to-Floating-Rate Senior Non-Preferred Notes due 2029

issued pursuant to its $25,000,000,000 Senior Preferred, Senior Non-Preferred and Subordinated

Medium-Term Note Program

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated December 20, 2017 and incorporated by reference into the Base Prospectus dated June 24, 2022. This document constitutes the Final Terms of the notes described herein for the purposes of Regulation (EU) (2017/1129) as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation") and must be read in conjunction with the Base Prospectus dated June 24, 2022 and the supplemental Prospectuses dated November 18, 2022 and December 14, 2022 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation, including the Terms and Conditions incorporated by reference in the Base Prospectus, in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

TYPE OF NOTE

1.	Status of the Notes:	Senior Non-Preferred
	(a)	Senior Non-Preferred Notes:	Applicable
		Waiver of Set-off:
	(b)	Senior Non-Preferred Notes:	Applicable
		Restricted Events of Default:
	(c)	Senior Non-Preferred Notes: Gross-up	Applicable
		of principal:
2.	Interest Basis:	Combination (See sections 12 and 14 below)
3.	Change of Interest Rate Basis:	Fixed/Floating Rate
DESCRIPTION OF THE NOTES
4.	(a)	Series Number:	2018-2
	(b)	Tranche Number:	1

5. (a) Nominal Amount of notes to be $750,000,000 issued:

1. Aggregate nominal amount of Not Applicable Series (if more than one issue for
   the Series):

(c)	Specified Currency:	US dollars ($)
(d)	Currency Determination Agent:	Not Applicable

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	(e)	Specified Denomination(s):		$200,000 and integral multiples of $1,000 in excess
						thereof
	(f)	Calculation Amount:			$1,000
6.	Issue Price:				100.000%
7.	Issue Date:				8 March 2018
8.	Original Issue Date:				8 March 2018
9.	Interest Commencement Date:			8 March 2018
10.	Automatic/optional conversion	from	one	4.302% per annum Fixed Rate from (and including)
	Interest Basis to another:				the Interest Commencement Date to (but excluding) 8
						March 2028 (the "Fixed Rate Period") and 3 month
						LIBOR + 1.452% per annum from (and including) 8
						March 2028 to (but excluding) the Maturity Date (the
						"Floating Rate Period")
11.	Additional Business Center(s):			London
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12.	Fixed Rate Note Provisions:				Applicable in respect of the Fixed Rate Period
	(a)	Fixed Rate(s) of Interest:			4.302% per annum payable in arrear on each Fixed
						Interest Date
	(b)	Interest Payment Date(s):		8 March and 8 September in each year from (and
						including) 8 September 2018 to (and including) 8
						March 2028
	(c)	Day Count Fraction:			30/360
	(d)	Business Day Convention:		Not Applicable
	(e)	Calculation Agent	responsible	for	Not Applicable
		calculating the amount of interest:
	(f)	Determination Date(s):			Not Applicable
13.	Zero Coupon Note Provisions:			Not Applicable
14.	Floating Rate Note Provisions:			Applicable in respect of the Floating Rate Period
	(a)	Calculation Agent	responsible	for	Not Applicable
		calculating the Interest Rate and
		Interest Amount (if not the Paying
		Agent):
	(b)	Interest Period(s)	or	specified	8 June 2028, 8 September 2028, 8 December 2028 and
		Interest Payment Date(s):		8 March 2029
	(c)	Business Day Convention:		Modified Following Business Day
	(d)	First Interest Payment Date:		8 June 2028
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1. 1. Calculation Date:
   2. Interest Rate Basis/Bases:
   3. Interest Determination Date(s):
   4. Designated CMT Reuters Page:
   5. Designated EURIBOR Page: Designated LIBOR currency: Designated LIBOR page:
   6. Relevant Screen Page in respect of Compounded Daily SONIA Rate:
   7. Initial Interest Rate:
   8. Initial Interest Reset Date:
   9. Interest Reset Period:
   10. Interest Reset Dates:
   11. Index Maturity:
   12. Designated CMT Maturity Index:
   13. Margin(s):
   14. Minimum Interest Rate (if any):
   15. Maximum Interest Rate (if any):
   16. Day Count Fraction:
   17. Observation Method:
   18. Index Determination:
2. Reset Note Provisions:
3. Benchmark Replacement:

Not Applicable

LIBOR

The second Business Day prior to the start of each Interest Period

Not Applicable

Not Applicable

US dollars

LIBOR01

Not Applicable

Floating Rate that is determined in relation to the Interest Period commencing 8 March 2028

8 June 2028

Quarterly

8 June 2028, 8 September 2028 and 8 December 2028 Three months

Not Applicable

plus 1.452% per annum Not Applicable

Not Applicable

Actual/360

Not Applicable

Not Applicable

Not Applicable

Applicable

PROVISIONS REGARDING REDEMPTION/MATURITY

17.	Maturity Date:	8 March 2029
18.	Redemption at Issuer's option:	Applicable
	(a)	Early Redemption Date(s):	8 March 2028
	(b)	Redemption Price of each note:	$1,000 per Calculation Amount

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19. (a) Senior Non-Preferred Notes: Loss Applicable

Absorption Disqualification Event

Redemption:

1. 1. Loss Absorption Disqualification Event:
   2. Senior Non-Preferred Notes: Substitution and Variation:
2. Repayment at holder's option:
3. Minimum Denomination for early redemption/repayment:
4. Regulatory Event (subordinated notes only):

Full or Partial Exclusion

Applicable

Not Applicable

The entire outstanding principal amount of the Notes at the applicable date

Not Applicable

Signed on behalf of NATIONWIDE BUILDING SOCIETY

By:	By:
..................................................................................	..................................................................................
Duly Authorized	Duly Authorized

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