DocuSign Envelope ID: 01F6AC27-380F-4845-B07B-027CDBE3FC4A

FINAL TERMS

1 May 2024

Nationwide Building Society

Issuer Legal Entity Identifier (LEI): 549300XFX12G42QIKN82

Issue of EUR 500,000,000 Series 2024-01 Floating Rate Covered Bonds due May 2027 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, 17 November 2023 and 5 April 2024 (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, 17 November 2023 and 5 April 2024.

1.

(a)

Issuer:

Nationwide Building Society

(b)

Guarantor:

Nationwide Covered Bonds LLP

2.

(a)

Series Number:

2024-01

(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

single Series with the Series

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specified above:

3.

Specified Currency or Currencies:

Euro (EUR or €)

  1. Nominal Amount of Covered Bonds to be €500,000,000 issued:
  2. Aggregate Nominal Amount of Covered Bonds:

(a)

Series:

€500,000,000

(b)

Tranche:

€500,000,000

6.

Issue Price:

100.00 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:

2 May 2024

(b)

Interest Commencement Date:

Issue Date

9.

(a)

Final Maturity Date:

2 May 2027

(b)

Extended Due for Payment Date of

2 May 2028

Guaranteed Amounts corresponding

to the Final Redemption Amount

under the Covered Bond Guarantee:

10.

Interest Basis:

3 month EURIBOR +0.18 per cent. Floating Rate

(further particulars specified in paragraph 16

below)

11.

Redemption/Payment Basis:

100 per cent. of the nominal value

12.

Change of Interest Basis:

The below is applicable for the period 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

2

June

2027

and

Payment Date(s):

thereafter,

the 2nd

day

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of each month up to and

including the Extended

Due for Payment Date

or any other date on

which

the

Covered

Bonds are redeemed in

full

(c)

First

Interest

2 June 2027

Payment Date:

(d)

Business

Day

Modified

Following

Convention:

Business

Day

Convention

(e)

Business

Not Applicable

Centre(s):

(f)

Manner in which

Screen

Rate

the

Rate(s)

of

Determination

Interest

is/are

to

be determined:

(g)

Party

responsible

Not Applicable

for calculating the

Rate(s) of Interest

and/or

Interest

Amount

(if

not

the Agent):

(h)

Screen

Rate

Applicable

Determination:

­

Reference

Compounded

Daily

Rate:

€STR

­

Interest

Fifth

TARGET

Determination

Business

Day prior to

Date(s):

the end of each Interest

Period

­

Term Rate:

Not Applicable

­

Overnight

Applicable

Rate:

­

Index

Not Applicable

Determination:

­

Observation

Lag

Method:

­

Observation

5 TARGET

Business

Look-Back

Days

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

Period:

­

Lock-Out

Not Applicable

Date:

­

Relevant

Website

of

the

Screen Page:

European Central Bank

(i)

ISDA

Not Applicable

Determination

(j)

Margin(s):

+0.2860 per

cent.

per

annum.

(k)

Minimum Rate of

0.00 per cent. per annum

Interest:

(l)

Maximum Rate of

Not Applicable

Interest:

(m)

Day

Count

Actual/360

Fraction:

Not Applicable

17 March 2021 and 30 April 2024 for the Issuer and the LLP, respectively

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.

Fixed Rate Covered Bond Provisions:

Not Applicable

16.

Floating Rate Covered Bond Provisions:

Applicable from and including the Interest

Commencement Date to but excluding the Final

Maturity Date.

(a)

Interest Period(s):

The period from and including the Interest

Commencement Date to the First Interest Payment

Date, and thereafter, on each Specified Interest

Payment Date to but excluding the Final Maturity

Date

  1. Specified Interest Payment Date(s): 2nd August, 2nd November, 2nd February and 2nd May in each year.

(c)

First Interest Payment Date:

2 August 2024

(d)

Business Day Convention:

Modified Following Business Day Convention

(e)

Business Centre(s):

Not Applicable

(f)

Manner in which the Rate(s) of

Screen Rate Determination

Interest is/are to be determined:

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(g)

Party responsible for calculating the

Not Applicable

Rate(s) of Interest and/or Interest

Amount (if not the Agent):

(h)

Screen Rate Determination:

Applicable

Reference Rate:

3 month EURIBOR

Interest Determination

The second day on which T2 system is open prior to

Date(s):

the start of each Interest Period

Term Rate:

Applicable

Specified Time:

11:00am Brussels time

Relevant Financial

Brussels

Centre:

Overnight Rate:

Not Applicable

Index Determination:

Not Applicable

Observation Method:

Not Applicable

Lock-Out Date:

Not Applicable

Bloomberg page EUR003M index (or any

Relevant Screen Page:

replacement thereto)

(i)

ISDA Determination:

Not Applicable

(j)

BBSW Rate Determination:

Not Applicable

(k)

Margin(s):

+0.18 per cent. per annum.

(l)

Minimum Rate of Interest:

0.00 per cent. per annum

(m)

Maximum Rate of Interest:

Not Applicable

(n)

Day Count Fraction:

Actual/360

17.

Zero Coupon Covered Bond Provisions:

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

€1,000 per Calculation Amount

Calculation Amount payable on redemption for taxation reasons, on acceleration following an Issuer Event of Default or an LLP Event of Default:

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GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

21.

Form of Covered Bonds:

Bearer Covered Bonds:

  1. New Global Covered Bond:
  2. Financial Centre(s) relating to payment dates:
  3. Talons for future Coupons to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature):

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

Yes

Not Applicable

No

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 £5,850 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 April 2023 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 June 2023 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

4. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

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(i)

Reasons for the offer

See "Use of Proceeds" in the Base Prospectus

(ii)

Estimated net proceeds:

€498,875,000

  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:

XS2812616147

(b)

Common Code:

281261614

(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 20270503, 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):

EURIBOR is

provided by European Money

Markets Institute. As at the date hereof, European

Money Markets Institute appears in the register of

administrators

and benchmarks established and

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maintained by the FCA pursuant to Article 36 (Register of administrators and benchmarks) of the UK Benchmarks Regulation.

€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 Benchmarks Regulation.

7. DISTRIBUTION

US Selling Restrictions:

Reg. S Compliance Category 2; TEFRA D

8. YIELD (Fixed Rate Covered Bonds only)

Indication of yield:

Not Applicable

9.

US FEDERAL INCOME

TAX Not Applicable

CONSIDERATIONS

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Nationwide Building Society published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 16:16:06 UTC.