Non-US Tender Offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Nationwide Building Society announces Tender Offers in respect of

certain of its sterling and euro-denominated Notes

28 February 2018.  Nationwide Building Society (the Offeror or the Society) announces today separate invitations to holders of its outstanding Notes (as defined below) to tender their Notes for purchase by the Offeror for cash up to the Final Acceptance Amount (as defined herein) and subject to satisfaction of the New Financing Condition (as defined herein) (each such invitation an Offer and, together, the Offers). The Offers are being made in respect of the Society's outstanding:

€750,000,000 1.625 per cent. Notes due April 2019 (ISIN: XS1052676142) (the 2019 April Notes);

€1,250,000,000 0.500 per cent. Notes due October 2019 (ISIN: XS1402175811) (the 2019 October Notes);

€1,000,000,000 1.125 per cent. Notes due June 2022 (ISIN: XS1241546420) (the 2022 June Notes);

€1,250,000,000 1.250 per cent. Notes due March 2025 (ISIN: XS1196797614) (the 2025 Notes);

£700,000,000 5.625 per cent. Notes due September 2019 (ISIN: XS0450786800) (the 2019 September Notes);

£500,000,000 2.25 per cent. Notes due April 2022 (ISIN: XS1225626974) (the 2022 April Notes);

£500,000,000 3.000 per cent. Notes due May 2026 (ISIN: XS1405807592) (the 2026 Notes); and

£500,000,000 3.25 per cent. Notes due January 2028 (ISIN: XS1347435577) (the 2028 Notes),

(together, the Notes, and each a Series).

The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 28 February 2018 (the Tender Offer Memorandum) prepared by the Offeror, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Information and Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

Notes	ISIN / Common Code	Outstanding Nominal Amount	Relevant Benchmark Security / Interpolated Mid-Swap Rate	Purchase Spread	Purchase Yield*	Final Acceptance Amount
Euro Notes:						Subject as set out herein, an aggregate nominal amount of Notes such that the total amount payable*** for such Notes (converted into Sterling, where applicable, at the GBP/EUR Exchange Rate) is no greater than (a) £3,250,000,000 less (b) the Sterling Equivalent of the total amount payable**** for the US Notes (if any) accepted for purchase pursuant to the concurrent US Tender Offers (the US Tender Offer Amount)
2019 April Notes	XS1052676142 / 105267614	€750,000,000	N/A	N/A	-0.35 per cent.
2019 October Notes	XS1402175811 / 140217581	€1,250,000,000	N/A	N/A	-0.25 per cent.
2022 June Notes	XS1241546420 / 124154642	€1,000,000,000	2022 June Notes Interpolated Mid-Swap Rate	-15 bps	Sum of the relevant Purchase Spread and the relevant Interpolated Mid-Swap Rate**
2025 Notes	XS1196797614 / 119679761	€1,250,000,000	2025 Notes Interpolated Mid-Swap Rate	0 bps
Sterling Notes:
2019 September Notes	XS0450786800 / 045078680	£700,000,000	3.75 per cent. UK Treasury Gilt due September 2019 (ISIN: GB00B4YRFP41)	20 bps	Sum of the relevant Purchase Spread and the relevant Benchmark Security Rate**
2022 April Notes	XS1225626974 / 122562697	£500,000,000	4 per cent. UK Treasury Gilt due March 2022 (ISIN: GB00B3KJDQ49)	40 bps
2026 Notes	XS1405807592 / 140580759	£500,000,000	1.50 per cent. UK Treasury Gilt due July 2026 (ISIN: GB00BYZW3G56)	60 bps
2028 Notes	XS1347435577 / 134743557	£500,000,000	6 per cent. UK Treasury Gilt due December 2028 (ISIN: GB0002404191)	70 bps

*                        For information purposes only, the Purchase Price in respect of (a) the 2019 April Notes and (b) the 2019 October Notes will, when determined in the manner described in the Tender Offer Memorandum (assuming a Settlement Date of 13 March 2018), be 102.096 per cent. and 101.227 per cent., respectively. Should the Settlement Date in respect of the 2019 April Notes or 2019 October Notes accepted for purchase pursuant to the relevant Offer differ from 13 March 2018, the relevant Purchase Price will be recalculated as described in the Tender Offer Memorandum.

**      As determined at the Pricing Time.

***    Excluding payment of Derivative Costs and Accrued Interest (each as defined in the Tender Offer Memorandum).

****  Excluding payment of derivative costs and accrued interest

Rationale for the Offers

The Offeror has a strong liquidity position considerably in excess of current regulatory requirements. By tendering for certain senior unsecured securities and issuing new senior non-preferred securities, the Offeror intends to manage its overall wholesale funding level and better optimise its future interest expense, whilst building its stock of eligible liabilities designed to count towards its minimum requirement for own funds and eligible liabilities (MREL).

The Offeror has today also separately invited holders of certain USD-denominated senior unsecured debt securities to tender those securities for purchase.

Mark Rennison, Chief Financial Officer said:

"As at 31 December 2017, the Society reported end-point Tier 1 capital of £10.9 billion, corresponding to 4.9 per cent. of our UK leverage exposure. After allowing for certain redemptions taking place in March, the Society will have approximately £3.6 billion of other qualifying MREL instruments, equal to 1.6 per cent. of UK leverage. The Society has no scheduled redemptions of MREL eligible instruments during the 2018/19 financial year. We anticipate that successful completion of this exercise will conclude the majority of the Society's required issuance in connection with end-state MREL compliance."

Purchase Prices and Accrued Interest

In respect of each Series, the Offeror will pay for any Notes of the relevant Series validly tendered and accepted for purchase by the Offeror pursuant to the relevant Offer a purchase price for such Notes (each a Purchase Price) to be determined:

(i)            in the case of:

(A)          the 2019 April Notes, in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield of -0.35 per cent. (the 2019 April Notes Purchase Yield); and

(B)           the 2019 October Notes, in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield of -0.25 per cent. (the 2019 October Notes Purchase Yield); or

(ii)           in the case of each Series other than the 2019 April Notes and the 2019 October Notes, at or around 11.00 a.m. (London time) on 9 March 2018 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (annualised in the case of each such Series other than the 2019 September Notes) (each such sum, together with the 2019 April Notes Purchase Yield and the 2019 October Notes Purchase Yield, a Purchase Yield) of:

(a)           the relevant Purchase Spread specified in the table above; and

(b)           in the case of:

(A)         the 2019 September Notes, the 2022 April Notes, the 2026 Notes and the 2028 Notes, the relevant Benchmark Security Rate; or

(B)          the 2022 June Notes and the 2025 Notes, the relevant Interpolated Mid-Swap Rate. 

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Notes of the relevant Series on the Settlement Date based on the relevant Purchase Yield.

The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the relevant Offer(s).

New Financing Condition

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. 

The Offeror has today announced its intention to issue (amongst other securities) new euro-denominated senior non-preferred notes (the New Notes). Whether the Offeror will accept for purchase any Notes validly tendered in the Offers and complete the Offers is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the New Financing Condition).

Allocation of the New Notes

The Offeror will, in connection with the allocation of potential New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated to the Offeror or the Dealer Managers a firm intention to tender any Notes it holds pursuant to the relevant Offer(s) and, if so, the aggregate nominal amount of the Notes tendered or intended to be tendered by such investor. When considering any potential allocation of New Notes, the Offeror intends to give preference to those investors who, prior to such allocation, have tendered, or have indicated their firm intention to tender, Notes in the Offers. However, the Offeror is not obliged to allocate the New Notes to an investor who has validly tendered or indicated a firm intention to tender any Notes it holds pursuant to the Offer(s) and if allocated, the amount may be less than the amount tendered and accepted.

Any potential allocation of New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Noteholder validly tenders Notes pursuant to the Offer(s), such Notes will remain subject to such tender and the conditions of the Offer(s) as set out in the Tender Offer Memorandum, including the blocking of such Notes, irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

US Tender Offers and Final Acceptance Amounts

The Offeror has, contemporaneously with the launch of the Offers, launched offers (the US Tender Offers) to purchase for cash certain of its USD-denominated debt securities (the US Notes) and, in conjunction therewith,  announced its intention to issue new USD-denominated senior non-preferred notes. The US Tender Offers are described in a separate offer document, and are not the subject of this announcement or the Tender Offer Memorandum.

If the Offeror decides to accept any Notes for purchase pursuant to the relevant Offer(s), the Offeror proposes to accept an aggregate nominal amount of Notes (if any) such that the total amount payable by the Offeror for all such Notes accepted for purchase pursuant to the relevant Offer(s) (excluding all Accrued Interest Payments in respect of such Notes and associated Derivative Costs, and converted into Sterling, where applicable, at the GBP/EUR Exchange Rate) will be up to an amount equal to (a) £3,250,000,000 less (b) the Sterling Equivalent of the total amount payable for the US Notes (excluding all accrued interest payments in respect of such US Notes and associated derivative costs) accepted for purchase by the Offeror pursuant to the US Tender Offers (the US Tender Offer Amount). However, the Offeror reserves the right, in its sole discretion, to accept significantly more or significantly less than (or none of) such amount of Notes for purchase pursuant to the relevant Offer(s) (the final aggregate nominal amount of Notes accepted for purchase pursuant to the Offers being the Final Acceptance Amount). 

The Offeror will determine the allocation of the Final Acceptance Amount between each Series of Notes in its sole discretion, and reserves the right to accept significantly more or significantly less (or none) of any Series as compared to the other Series (the aggregate nominal amount of Notes of a Series (if any) accepted for purchase by the Offeror pursuant to the relevant Offer being a Series Acceptance Amount).

As a result of the foregoing, the Final Acceptance Amount will be directly affected by the aggregate nominal amount of US Notes accepted for purchase by the Offeror pursuant to the US Tender Offers.

Scaling

In respect of each Series, if the Offeror decides to accept any validly tendered Notes of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of Notes of the relevant Series validly tendered for purchase is greater than the relevant Series Acceptance Amount, the Offeror intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than such Series Acceptance Amount.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by 4.00 p.m. (London time) on 8 March 2018 (the Expiration Deadline).  

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than the minimum denomination for such Series and may thereafter be submitted in integral multiples for such Series, as further set out in the Tender Offer Memorandum.  A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

Indicative Timetable for the Offers

Events	Times and Dates (All times are London time)
Commencement of the Offers Offers announced.  Tender Offer Memorandum available from the Information and Tender Agent.	28 February 2018
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Information and Tender Agent in order for Noteholders to be able to participate in the Offers.	4.00 p.m. on 8 March 2018
Announcement of Indicative Results
Announcement by the Offeror of a non-binding indication of the levels at which it expects to set the Final Acceptance Amount and each Series Acceptance Amount, and indicative details of any Scaling Factor applicable to valid tenders of Notes of each Series that will be applied in the event that the Offeror decides to accept valid tenders of Notes of such Series pursuant to the relevant Offer.	At or around 9.00 a.m. on 9 March 2018
Pricing Time
Determination of the 2022 June Notes Interpolated Mid-Swap Rate, the 2025 Notes Interpolated Mid-Swap Rate, each Benchmark Security Rate, each Purchase Yield (other than the 2019 April Notes Purchase Yield and the 2019 October Notes Purchase Yield) and each Purchase Price.	At or around 11.00 a.m. on 9 March 2018
Announcement of Results and Pricing Announcement by the Offeror of (i) its decision of whether to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, the Final Acceptance Amount and each Series Acceptance Amount, (ii) each Purchase Yield, (iii) each Benchmark Security Rate, (iv) the 2022 June Notes Interpolated Mid-Swap Rate and the 2025 Notes Interpolated Mid-Swap Rate, (v) each Purchase Price, (vi) the GBP/EUR Exchange Rate and the GBP/USD Exchange Rate and (vii) any Scaling Factor that will be applied to Notes of any Series.	As soon as reasonably practicable after the Pricing Time
Settlement Date Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, expected Settlement Date for the Offers.	13 March 2018

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend and/or terminate any such Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service.  Copies of all such announcements, press releases and notices can also be obtained upon request from the Information and Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offers.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offers.

Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Information and Tender Agent, the contact details for each of which are set out below.

BNP Paribas (Telephone: +44 20 7595 8668; Attention: Liability Management Group; Email: [email protected]), Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management; Email: [email protected]), J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention:  Liability Management; Email:  [email protected]) and UBS Limited (Telephone: +44 20 7568 2133; Attention: Liability Management Group; Email: [email protected]) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: David Shilson / Arlind Bytyqi; Email:  nationwide@lucid-is.com) is acting as Information and Tender Agent for the Offers.

MARKET ABUSE REGULATION

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), encompassing information relating to the Offers described above. 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.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers.  If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. None of the Offeror, the Dealer Managers or the Information and Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.  Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction. 

United States. The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States.  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States.  Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Noteholder participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

United Kingdom. This announcement and the Tender Offer Memorandum have been issued by Nationwide Building Society of Nationwide House, Pipers Way, Swindon SN38 1NW, United Kingdom, which is authorised by the Prudential Regulation Authority (the PRA) and regulated by the PRA and the Financial Conduct Authority (the FCA). The Tender Offer Memorandum is being distributed only to existing holders of the Notes, and is only addressed to such existing holders in the United Kingdom where they would (if they were clients of the Offeror) be per se professional clients or per se eligible counterparties of the Offeror within the meaning of the FCA rules.  This announcement and the Tender Offer Memorandum are not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it.  Recipients of this announcement and the Tender Offer Memorandum should note that the Offeror is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offeror or for providing advice in relation to the Offers.

In addition, communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des marchés financiers.

Belgium. None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

New Notes. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the base prospectus and applicable final terms documents prepared in connection with the issue and listing of the New Notes (together, the Prospectus), and no reliance is to be placed on any representations other than those contained in the Prospectus. Subject to compliance with all applicable securities laws and regulations, the Prospectus is expected to be available from the Joint Lead Managers on request.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.  Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act).  The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

MiFID II product governance (New Notes) - eligible counterparties and professional clients only (all distribution channels).

PRIIPs Regulation (New Notes) - no sales to EEA retail investors; no key information document has been or will be prepared.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.