Nationwide Building Society
(incorporated in England under the Building Societies Act 1986, as amended)
(the Society)
NOTICE OF MODIFICATION
to all holders of its outstanding
€1,250,000,000 4.125 per cent. Fixed Rate Reset Callable Subordinated Notes due 2023 (ISIN: XS0906394043) (the Notes)
NOTICE IS HEREBY GIVEN to the holders (the Noteholders) of the above Notes that pursuant to Clause 15 of the Eighteenth Supplemental Trust Deed dated 2 October 2012 (the Eighteenth Supplemental Trust Deed) modifying and restating an original Trust Deed dated 17 April 1991, Nationwide Building Society (the Society) and The Law Debenture Trust Corporation p.l.c. (the Trustee) have executed a Twenty-Seventh Supplemental Trust Deed (the Supplemental Trust Deed) to give effect to the modifications to the terms and conditions of the Notes to amend the status and related provisions as set out in the following extract of the Supplemental Trust Deed with effect from 27 February 2018:
"2. The provisions of the Notes, as set out in the section "Final Terms of the Notes" (including the Annex thereto) (the Final Terms and the Annex, respectively) in the Drawdown Prospectus dated 18 March 2013 and published by the Society and the Eighteenth Supplemental Trust Deed are hereby modified as follows:
(a) The reference to "Subordinated" in the title of the Notes is hereby deleted;
(b) The description of the Notes as "Subordinated" in the first item (Deposit/Ordinary/Subordinated) of the Final Terms is hereby deleted and replaced with "Ordinary";
(c) The reference to "Subordinated" in the first line of the first paragraph of the Annex is hereby deleted;
(d) The text of Condition 2 (Status) in the Annex is hereby deleted and replaced with the following text:
"The Notes and Coupons constitute direct, unconditional and unsecured obligations of the Issuer and rank pari passu and without any preference among themselves and (subject to any applicable statutory exceptions or preferences) at least equally with all other unsecured and unsubordinated obligations of the Issuer.";
(e) Condition 3 (Subordination) in the Annex is hereby deleted and replaced as follows:
"[Deleted]";
(f) The text of Condition 16(a)(ii) in the Annex is hereby deleted and replaced with the following text:
"it will, and will procure that the Transferee Company will, execute a deed supplemental to the Trust Deed which has the effect of ensuring to the reasonable satisfaction of the Trustee that (i) the Transferee Company is bound by the terms of the Trust Deed in respect of the Notes and these Terms and Conditions as fully as if all and any references therein to the Issuer were references to the Transferee Company and (ii) the rights of the holders of the Notes and any relative Coupons (A) will be such that they rank at least pari passu with the holders of the obligations of the Transferee Company issued in respect of Parity Obligations and (B) will be such that they rank in priority to the holders of the issued share capital and Tier 1 Capital of the Transferee Company, and containing such other provisions as the Trustee (having regard in particular to the foregoing) may reasonably require."; and
(g) The definition "Junior Obligations" in Condition 19 (Definitions) in the Annex is hereby deleted and the definition "Parity Obligations" is hereby deleted and replaced as follows:
""Parity Obligations" means obligations which rank, or are expressed to rank, pari passu with the Notes"."
A copy of the Supplemental Trust Deed has been submitted to the National Storage Mechanism and is available for inspection at: www.Hemscott.com/nsm.do.
This Notice is given by Nationwide Building Society.
Dated: 27 February 2018
Inside Information Notice
This announcement is released by Nationwide Building Society and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Alex Wall, Head of Capital, Ratings & Investor Relations of Nationwide Building Society.
