Notice of Results of Bondholder Meeting

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL

NATIONWIDE BUILDING SOCIETY

(incorporated in England and Wales under the Building Societies Act 1986, as amended)

(the Issuer or Nationwide)

NOTICE OF RESULTS OF BONDHOLDER MEETINGS

to the holders of the

£1,000,000,000 Floating Rate Series 2018-01 Covered Bonds due 12 April 2023 (ISIN: XS1806359714)

£750,000,000 5.625 per cent. Series 2011-2 Covered Bonds due 28 January 2026 (ISIN: XS0584363724)

(together, the Bonds, and each a Series of Bonds and the holders thereof, the Bondholders)

of the Issuer currently outstanding.

The Issuer announced today that (i) holders of certain of the Bonds (as set out in the table below) approved, by separate Extraordinary Resolutions for each Series of Bonds, a proposal to make certain amendments to the terms and conditions of the relevant Bonds and the transaction documents entered into in connection with the relevant Bonds issued by the Issuer (the Bondholder Proposal) pursuant to the Issuer's covered bond programme (the Programme) and (ii) the Eligibility and Implementation Condition was satisfied.

The necessary quorum was achieved at each meeting of Bondholders convened by the Issuer on Thursday 7 November 2019 by the delivery of a notice on Wednesday 16 October 2019 (each, a Meeting).

Each Meeting was held for the purpose of considering and, if thought fit, passing the relevant resolution as set out in the Bondholder Proposal, each of which resolution was proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed dated 30 November 2005 (as amended, restated, modified and/or supplemented from time to time, the Trust Deed) made between the Issuer, Nationwide Covered Bonds LLP (the LLP) and Citicorp Trustee Company Limited as the bond trustee (the Bond Trustee) and security trustee (the Security Trustee) for the Bondholders.

Full details of the Bondholder Proposal are set out in the Consent Solicitation Memorandum dated 16 October 2019 (the Consent Solicitation Memorandum).

Capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in the Consent Solicitation Memorandum.  Capitalised terms used but not otherwise defined herein or in the Consent Solicitation Memorandum shall have the meanings ascribed to them in the Trust Deed.

NatWest Markets Plc (tel: +44 (0) 20 7678 5282; email: [email protected]; attention: Liability Management) acted as Solicitation Agent, and Lucid Issuer Services Limited (tel: +44 20 7704 0880; email: [email protected]; attention: David Shilson) was Tabulation Agent for the Consent Solicitation and the Bondholder Proposal.