Core Capital Deferred Shares (CCDS)

Core Capital Deferred Shares (CCDS) are Nationwide's Common Equity Tier 1 instrument.

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF ACCESS (THE “TERMS AND CONDITIONS”), WHICH APPLY TO ALL PERSONS WHO VIEW THIS PAGE. THE TERMS AND CONDITIONS MAY BE ALTERED OR UPDATED. YOU SHOULD READ THEM IN FULL EACH TIME YOU VISIT THE SITE. BY ACCESSING THIS SITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS SITE OR ANY OF THE INFORMATION CONTAINED HEREIN.

THE SECURITIES REFERRED TO HEREIN (THE “CCDS”) ARE NOT INTENDED TO BE, AND SHOULD NOT BE, OFFERED OR SOLD TO RETAIL INVESTORS IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA.

Before accessing this website, you must confirm and acknowledge that:

1. the materials on this website are not directed at, and may not be viewed by or distributed to:
   1. persons located or resident in the United States, its possessions or territories or persons who are U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)); or
   2. persons who are retail investors*; or
   3. persons in the United Kingdom, except for persons who are not retail investors and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), or (ii) are otherwise persons to whom the materials may be lawfully communicated; or
   4. persons in any Member State of the European Economic Area, except for persons who are not retail investors and who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 (as amended or superseded, the “EU Prospectus Regulation”); or
   5. any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;
2. you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;
3. you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and
4. you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended the "FSMA") of the United Kingdom with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.

Where acting as agent on behalf of a disclosed or undisclosed client in connection with the CCDS, you make the foregoing confirmations and acknowledgements on behalf of yourself and your underlying client(s).

Neither this site nor anything contained herein shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any security.

The CCDS have not been and will not be registered under any applicable laws of any state, province, territory, country or jurisdiction of the United States, Australia, Canada, Hong Kong, Singapore, South Africa, Switzerland or Japan. There shall be no sale of any CCDS in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

By accessing this Website, you represent and warrant to us that you are doing so for information purposes only.

The CCDS are financial instruments with many complex features, and will not be a suitable or appropriate investment for all investors. The offer, sale or distribution of the securities referred to in this website to certain investors, including retail investors, may be restricted or prohibited by law in certain jurisdictions. These include the following.

FCA restriction: In particular, in June 2015, the UK Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "Product Intervention Instrument"). Under the rules contained in the Product Intervention Instrument and Chapter 22.2 of the Conduct of Business Sourcebook ("COBS 22.2") in the FCA’s Handbook (as such rules may be amended or replaced from time to time, the "Product Intervention Rules"), there are restrictions on the sale of ‘mutual society shares’ (which would include the CCDS) to retail investors in the United Kingdom and the European Economic Area (the "EEA"). Nationwide intends that the CCDS should not be made available to retail investors.

EU PRIIPs Regulation: The CCDS are not intended to be, and should not be, offered, sold or otherwise made available to any retail investor in the European Economic Area (the “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 Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus Regulation. Consequently, no key information document under Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based investment products (as amended, the “EU PRIIPs Regulation”) has been or will be prepared for CCDS, and making CCDS available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation

UK PRIIPS Regulation: The CCDS are not intended to be, and should not be, offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK PRIIPs Regulation”) PRIIPs Regulation has been or will be prepared for CCDS, and making CCDS available to any retail investor in the UK may be unlawful unlawful under the UK PRIIPs Regulation.

EU MiFID II product governance: Solely for the purposes of the European Union ("EU") manufacturer product approval process, the target market for the CCDS is eligible counterparties and professional clients only, each as defined in MiFID II and all channels for distribution of the CCDS to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the CCDS (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the CCDS (by either adopting or refining the manufacturer target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance: Solely for the purposes of the UK manufacturer product approval process, the target market for the CCDS is only 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 all channels for distribution of the CCDS to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the CCDS (a “distributor”) should take into consideration the 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 CCDS (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

The Product Intervention Rules, COBS, UK MiFIR, the UK PRIIPs Regulation, MiFID II and the EU PRIIPs Regulation are, together, referred to herein as the “Regulations”). Persons accessing this website must ensure that they familiarise themselves with, understand and comply with all applicable requirements set out in the Regulations.

By accessing this website, you represent, warrant, agree with, and undertake to, Nationwide Building Society that:

1. you are not a retail investor or acting on behalf of a retail investor; and
2. whether or not you are subject to the Regulations, you will not take any action in respect of the CCDS which would result in a violation of the Regulations by any person.

The distribution material on this site may be restricted by local law in jurisdictions other than the United Kingdom and failure to comply with such restrictions may constitute a violation of the laws of any such other jurisdiction. Persons accessing this site should inform themselves about, and observe, any such restrictions. In particular, no information contained in this site is for distribution directly or indirectly in or into the United States, Canada, Australia, Hong Kong, Singapore, Switzerland, South Africa or Japan.

THE SECURITIES REFERENCED ON THIS WEBSITE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS.

Persons accessing this site are deemed to represent that they are not accessing this site from inside the United States and that they are not a U.S. person as defined by Regulation S under the Securities Act.

The material on this site has no regard to the specific investment objectives, financial situation or particular needs of any recipient and should not be relied on when making any investment decision. The information contained on the website is given at the date of such information and should not be taken to be accurate at any other time. Except for information that is required to be maintained from time to time by Nationwide Building Society pursuant to the terms of issue of the Core Capital Deferred Shares, Nationwide Building Society is under no obligation to update or keep current the information on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.

This website and the materials contained on this website do not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before you enter into any transaction in relation to any securities referred to on this website, you should obtain your own independent advice from your professional financial, accounting, legal, regulatory, tax or other advisers.

Nationwide Building Society disclaims, to the fullest extent permitted by law, any liability for any loss or damage howsoever arising from any use of this site or its contents (but this is without prejudice to the rights of an investor in the Core Capital Deferred Shares in the event of a breach by Nationwide Building Society of the terms of issue of the Core Capital Deferred Shares).

The materials on this website are provided in electronic form. Information transmitted via this medium may be altered or changed during the process of transmission and Nationwide Building Society accepts no liability or responsibility whatsoever in the event of any such alteration or change during transmission.

Unauthorised use of this website or the materials on this website, including (without limitation) unauthorised access or misuse of any information posted to this website, is strictly prohibited.

These Terms and Conditions and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law. The English courts will have jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions.

If you are not permitted, or are in any doubt as to whether you are permitted, to view this site or the information contained herein, please exit this site.

By selecting "Accept" below and proceeding to view the information to which this website gives access, you warrant that (a) you have read, understand and agree to comply with all of the restrictions set forth herein, (b) you are not a U.S. person or located in the United States, or a resident of or located in any jurisdiction where to view such information is unlawful and (c) you will not transmit or otherwise send any information contained in this website to any U.S. person or any person located in the United States, or any person resident or located in any other jurisdiction where to do so is unlawful.

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*as used in this disclaimer, a “retail investor” means a person who is (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) not a qualified investor as defined in the EU Prospectus Regulation; (iv) 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 EUWA; (v) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; and/or (vi) 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.