Nationwide Building Society : Issuer Document

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FINAL TERMS

24 November 2023

Nationwide Building Society

Issuer Legal Entity Identifier (LEI): 549300XFX12G42QIKN82

Issue of EUR 1,000,000,000 3.375 per cent. Series 2023-12 Regulated Covered Bonds due November

2028 irrevocably and unconditionally guaranteed as to payment of principal and interest by Nationwide Covered Bonds LLP under the €45 billion Global Covered Bond Programme

PART A - CONTRACTUAL TERMS

MIFID II PRODUCT GOVERNANCE/TARGET MARKET - Solely for the purposes of the manufacturers' product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds 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 Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (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 Covered Bonds (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET - Solely for the purposes of the manufacturers' product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is 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 EUWA (UK MiFIR); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (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 Covered Bonds (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds 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 (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 (the Insurance Distribution Directive) 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. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds 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 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 (as amended by the European Union (Withdrawal Agreement) Act 2020) as amended, varied, superseded or substituted from time to time (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 Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 14 September 2023 (the Base Prospectus), as supplemented by the supplementary prospectuses dated 6 November 2023 and 17 November 2023 (the Supplemental Prospectuses), which constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with such Base Prospectus and Supplemental Prospectuses in order to obtain all the relevant information. The Base Prospectus and Supplemental Prospectuses are available for viewing during normal business hours at the registered office of the Issuer and copies may be obtained from the specified office of each of the Paying Agents and have been published on the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

The LLP is not now, and immediately following the issuance of the Covered Bonds pursuant to the Trust Deed will not be, a "covered fund" for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the "Volcker Rule". In reaching this conclusion, although other statutory or regulatory exemptions under the Investment Company Act of 1940, as amended, and under the Volcker Rule and its related regulations may be available, the LLP has relied on the exemption from registration set forth in Section 3(c)(5)(C) of the Investment Company Act of 1940, as amended. See "Certain Volcker Rule Considerations" in the Base Prospectus dated 14 September 2023, as supplemented by the supplementary prospectus dated 6 November 2023 and 17 November 2023.

1.	(a)	Issuer:	Nationwide Building Society
	(b)	Guarantor:	Nationwide Covered Bonds LLP
2.	(a)	Series Number:	2023-12
	(b)	Tranche Number:	1
	(c)	Series which Covered Bonds will be	Not Applicable
		consolidated and form a single Series
		with:
	(d)	Date on which the Covered Bonds	Not Applicable
		will be consolidated and form a
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single Series with the Series specified above:

3.

Specified Currency or Currencies:

Euro (EUR or €)

1. Nominal Amount of Covered Bonds to be €1,000,000,000 issued:
2. Aggregate Nominal Amount of Covered Bonds:

	(a)	Series:	€1,000,000,000
	(b)	Tranche:	€1,000,000,000
6.	Issue Price:	99.512 per cent. of the Aggregate Nominal Amount
7.	(a)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess
			thereof up to and including €199,000. No Covered
			Bonds in definitive form will be issued with a
			denomination above €199,000
	(b)	Calculation Amount:	€1,000
8.	(a)	Issue Date:	27 November 2023
	(b)	Interest Commencement Date:	Issue Date
9.	(a)	Final Maturity Date:	27 November 2028
	(b)	Extended Due for Payment Date of	27 November 2029
		Guaranteed Amounts corresponding
		to the Final Redemption Amount
		under the Covered Bond Guarantee:
10.	Interest Basis:	3.375 per cent. Fixed Rate
			(further particulars specified below)
11.	Redemption/Payment Basis:	100 per cent. of the nominal value
12.	Change of Interest Basis:	Paragraph 15 (Fixed Rate Covered Bond
			Provisions) is applicable for the period from and

including the Interest Commencement Date to but excluding the Final Maturity Date and paragraph 16 (Floating Rate Covered Bond Provisions) is applicable for the period from and including the Final Maturity Date to but excluding the Extended Due for Payment Date.

1. Call Options:
2. Date Board approval for issuance of Covered Bonds obtained:

Not Applicable

17 March 2021 and 23 November 2023 for the Issuer and the LLP, respectively

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Covered Bond Provisions:	Applicable from and including the Interest
			Commencement Date to but excluding the Final
			Maturity Date
	(a)	Fixed Rate(s) of Interest:	3.375 per cent. per annum payable in arrear on each
			Interest Payment Date
	(b)	Interest Payment Date(s):	27 November in each year from and including 27
			November 2024 up to and including the Final
			Maturity Date
	(c)	Business Day Convention:	Following Business Day Convention
	(d)	Business Day(s):	TARGET, London
		Additional Business Centre(s):	Not Applicable
	(e)	Fixed Coupon Amount(s):	€33.75 per Calculation Amount
	(f)	Initial Broken Amount:	Not Applicable
	(g)	Final Broken Amount:	Not Applicable
	(h)	Day Count Fraction:	Actual/Actual (ICMA)
	(i)	Determination Date(s):	27 November in each year
16.	Floating Rate Covered Bond Provisions:	Applicable from and including the Final Maturity
			Date to but excluding the Extended Due for
			Payment Date
	(a)	Interest Period(s):	The period from and including the Final Maturity
			Date or, as the case may be, a Specified Interest
			Payment Date, to but excluding the following
			Specified Interest Payment Date
	(b)	Specified Interest Payment Date(s):	27 December 2028 and thereafter, the 27th day of
			each month up to and including the Extended Due
			for Payment Date
	(c)	First Interest Payment Date:	27 December 2028
	(d)	Business Day Convention:	Modified Following Business Day Convention
	(e)	Business Centre(s):	Not Applicable

1. Manner in which the Rate(s) of Screen Rate Determination Interest is/are to be determined:

(g)	Party responsible for calculating the	Not Applicable
	Rate(s) of Interest and/or Interest
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Amount (if not the Agent):

1. Screen Rate Determination:
2. • Reference Rate:
   • Interest Determination Date(s):
   • Term Rate:
   • Overnight Rate:
   • Index Determination:
   • Observation Method:
   • • Observation Look- Back Period:
   • Lock-OutDate:
   • Relevant Screen Page:
3. ISDA Determination:
4. Margin(s):
5. Minimum Rate of Interest:
6. Maximum Rate of Interest:
7. Day Count Fraction:

17. Zero Coupon Covered Bond Provisions:

Applicable

Compounded Daily €STR

Fifth TARGET Business Day prior to the end of each Interest Period

Not Applicable

Applicable

Not Applicable

Lag

5 TARGET Business Days

Not Applicable

Website of the European Central Bank

Not Applicable

• 0.618 per cent. per annum.
  0.00 per cent. per annum Not Applicable Actual/360
  Not Applicable

PROVISIONS RELATING TO REDEMPTION BY THE ISSUER

18.	Call Option:	Not Applicable
19.	Final Redemption Amount of each Covered	€1,000 per Calculation Amount
	Bond:
20.	Early Redemption Amount(s) per Calculation	€1,000 per Calculation Amount
	Amount payable on redemption for taxation
	reasons, on acceleration following an Issuer
	Event of Default or an LLP Event of Default:
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
21.	Form of Covered Bonds:	Bearer Covered Bonds:
		Temporary Global Covered Bond exchangeable for

a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds in definitive form only after an Exchange Event

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22.

New Global Covered Bond:

Yes

23. Financial Centre(s) relating to payment dates: Not Applicable

24.	Talons for future Coupons to be attached to	No
	Bearer Definitive Covered Bonds (and dates
	on which such Talons mature):
25.	Redenomination,	renominalisation	and	Not Applicable

reconventioning provisions:

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PART B - OTHER INFORMATION

1. LISTING

(a)	Admission to trading:	Application has been made by the Issuer (or on its
		behalf)	for	the Covered Bonds to be admitted to
		trading	on	the London Stock Exchange's main
		market and to be listed on the Official List of the
		FCA with effect from the Issue Date.

1. Estimate of total expenses related to £5,220 admission to trading:

2. RATINGS

The Covered Bonds to be issued are expected to be rated:

S&P:AAA

(endorsed by S&P Global Ratings Europe Limited)

Fitch:AAA

(endorsed by Fitch Ratings Ireland Limited)

Fitch Ratings Limited and S&P Global Ratings UK Ltd. are established in the UK and are registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the

EUWA (the UK CRA Regulation).

Fitch Ratings Limited endorsed by Fitch Ratings Ireland Limited) has, in its 11 June 2020 publication "Ratings Definitions", described a credit rating of 'AAA in the following terms: "AAA' ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events".

S&P Global Ratings UK Ltd. (endorsed by S&P Global Ratings Europe Limited) has, in its January 2021 publication "Ratings Definitions", described a credit rating of 'AAA in the following terms: "An obligation rated 'AAA' has the highest rating assigned by S&P Global Ratings. The obligor's capacity to meet its financial commitments on the obligation is extremely strong."

3. PROVISIONS RELATING TO THE JUMBO INTEREST RATE SWAPS

BMR Spread:	1.8 per cent. per annum
Fixed Rate Spread:	1.5 per cent. per annum
SMR Spread:	3.2 per cent. per annum
Tracker Rate Spread:	1.7 per cent. per annum
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4. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(i)	Reasons for the offer	See "Use of Proceeds" in the Base Prospectus
(ii)	Estimated net proceeds:	€992,870,000

1. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
   Save as discussed in Subscription and Sale and Transfer and Selling Restrictions, so far as the Issuer and the LLP are aware, no person involved in the issue of the Covered Bonds has an interest material to the offer. The Managers and their affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and its or their affiliates in the ordinary course of business.
2. OPERATIONAL INFORMATION:

(a)	ISIN Code:	XS2725234954
(b)	Common Code:	272523495
(c)	CFI Code:	DAVNFB, as updated, as set out on the website of
		the Association of National Numbering Agencies
		(ANNA) or alternatively sourced from the
		responsible National Numbering Agency that
		assigned the ISIN
(d)	FISN:	NATIONWIDE BUIL/VAREMTN 20281127, as
		updated, as set out on the website of the Association
		of National Numbering Agencies (ANNA) or
		alternatively sourced from the responsible National
		Numbering Agency that assigned the ISIN

1. Insert here any other relevant codes such as CUSIP AND CINS codes:
2. Names and addresses of additional Paying Agent(s) (if any):
3. Intended to be held in a manner which would allow Eurosystem eligibility:

Not Applicable

Not Applicable

Yes. Note that the designation "yes" means that the Covered Bonds are intended upon issue to be deposited with one of the ICSDs as common safekeeper or registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the Covered Bonds will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

(h)	Relevant Benchmark(s):	€STR is provided by the European	Central Bank. As
		far as the Issuer is aware,	as at	the	date	hereof,
		€STR does not fall within	the scope	of	the UK
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Benchmarks Regulation.

7. DISTRIBUTION

US Selling Restrictions:

Reg. S Compliance Category 2; TEFRA D

8. YIELD (Fixed Rate Covered Bonds only)

	Indication of yield:		3.483 per cent. per annum
				The yield is calculated at the Issue Date on the basis
				of the Issue Price. It is not an indication of future
				yield.
9.	US	FEDERAL	INCOME	TAX Not Applicable
	CONSIDERATIONS

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Signed on behalf of the Issuer:

Krishan Hirani

By: ___________________________________

By its attorney

Signed on behalf of the LLP:

By: Jim Gibbons

By its attorney

23 November 2023 | 11:12:06 GMT

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