Bond Nationwide Mutual 5.695% ( XS0605287217 ) in NOK

Issuer Nationwide Mutual
Market price 100 %  ⇌ 
Country  United Kingdom
ISIN code  XS0605287217 ( in NOK )
Interest rate 5.695% per year ( payment 1 time a year)
Maturity 29/03/2021 - Bond has expired



Prospectus brochure of the bond Nationwide Building Society XS0605287217 in NOK 5.695%, expired


Minimal amount 500 000 NOK
Total amount 500 000 000 NOK
Detailed description Nationwide Building Society is a British mutual bank offering a range of financial products and services, including mortgages, savings accounts, current accounts, and insurance, primarily to its members.

The Bond issued by Nationwide Mutual ( United Kingdom ) , in NOK, with the ISIN code XS0605287217, pays a coupon of 5.695% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/03/2021









THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED
BONDHOLDERS (AS DEFINED BELOW). IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU
SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT
FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000 (IF YOU ARE IN THE UNITED KINGDOM) OR FROM ANOTHER APPROPRIATELY
AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE NOT).
NATIONWIDE BUILDING SOCIETY
(the Issuer)
(incorporated in England and Wales under the Building Societies Act 1986, as amended)
NOTICE OF COVERED BONDHOLDER MEETING
to each of the holders of the outstanding

2,000,000,000 Series 2007-01 Tranche 2 Covered Bonds due 2022 (ISIN: XS0289011198, Common Code: 028901119)
kr500,000,000 Series 2010-02 Covered Bonds due 2020 (ISIN: XS0550431083, Common Code: 055043108)
kr500,000,000 Series 2011-01 Covered Bonds due 2021 (ISIN: XS0582521661, Common Code: 058252166)
£750,000,000 Series 2011-02 Covered Bonds due 2026 (ISIN: XS0584363724, Common Code: 058436372)
1,250,000,000 Series 2011-03 Covered Bonds due 2021 (ISIN: XS0589642049, Common Code: 058964204)
30,000,000 Series 2011-04 Covered Bonds due 2031 (ISIN: XS0592707615, Common Code: 059270761)
132,000,000 Series 2011-05 N Covered Bonds due 2025
50,000,000 Series 2011-06 N Covered Bonds due 2023
kr500,000,000 Series 2011-07 Covered Bonds due 2021 (ISIN: XS0605287217, Common Code: 060528721)
50,000,000 Series 2011-09 N Covered Bonds due 2032
kr400,000,000 Series 2011-10 Covered Bonds due 2018 (ISIN: XS0622731197, Common Code: 062273119)
58,000,000 Series 2011-11 N Covered Bonds due 2017
100,000,000 Series 2011-13 N Covered Bonds due 2026
40,000,000 Series 2011-14 N Covered Bonds due 2029
50,000,000 Series 2011-15 N Covered Bonds due 2026
103,000,000 Series 2011-17 N Covered Bonds due 2027
40,000,000 Series 2011-18 N Covered Bonds due 2029
1,500,000,000 Series 2011-19 Covered Bonds due 2016 (ISIN: XS0690482426, Common Code: 069048242)
£100,000,000 Series 2011-20 Covered Bonds due 2026 (ISIN: XS0697790342, Common Code: 069779034)
£100,000,000 Series 2011-21 Covered Bonds due 2028 (ISIN: XS0697790185, Common Code: 069779018)
£50,000,000 Series 2011-22 Covered Bonds due 2031 (ISIN: XS0697790425, Common Code: 069779042)
77,000,000 Series 2011-23 N Covered Bonds due 2032
116,000,000 Series 2012-02 N Covered Bonds due 2027
88,000,000 Series 2012-03 N Covered Bonds due 2030
157,500,000 Series 2012-06 N Covered Bonds due 2028
1,000,000,000 Series 2014-01 Covered Bonds due 2019 (ISIN: XS1081041557, Common Code: 108104155)
750,000,000 Series 2014-02 Covered Bonds due 2029 (ISIN: XS1081100239, Common Code: 108110023)
£750,000,000 Series 2014-03 Covered Bonds due 2017 (ISIN: XS1087802234, Common Code: 108780223)
56,000,000 Series 2014-04 N Covered Bonds due 2039
50,000,000 Series 2014-05 N Covered Bonds due 2039
1,000,000,000 Series 2014-06 Covered Bonds due 2021 (ISIN: XS1130066175, Common Code: 113006617)
50,000,000 Series 2014-07 Covered Bonds due 2039 (ISIN: XS1151430185, Common Code: 115143018)
50,000,000 Series 2015-01 Covered Bonds due 2030 (ISIN: XS1177825814, Common Code: 117782581)
750,000,000 Series 2015-02 Covered Bonds due 2027 (ISIN: XS1207683522, Common Code: 120768352)


1






25,000,000 Series 2015-03 N Covered Bonds due 2035
£750,000,000 Series 2015-04 Covered Bonds due 2018 (ISIN: XS1223775716, Common Code: 122377571)
50,000,000 Series 2015-05 Covered Bonds due 2035 (ISIN: XS1225157533, Common Code: 122515753)
105,000,000 Series 2015-06 Covered Bonds due 2034 (ISIN: XS1242438742, Common Code: 124243874)
100,000,000 Series 2015-07 Covered Bonds due 2031 (ISIN: XS1261795378, Common Code: 126179537)
50,000,000 Series 2015-08 N Covered Bonds due 2035
45,000,000 Series 2015-09 N Covered Bonds due 2035
1,000,000,000 Series 2015-10 Covered Bonds due 2020 (ISIN: XS1268460885, Common Code: 126846088)
1,000,000,000 Series 2015-11 Covered Bonds due 2022 (ISIN: XS1308693867, Common Code: 130869386)
35,000,000 Series 2015-12 Covered Bonds due 2035 (ISIN: XS1316442992, Common Code: 131644299)
50,000,000 Series 2015-13 Covered Bonds due 2032 (ISIN: XS1332497616, Common Code: 133249761)
25,000,000 Series 2015-14 Covered Bonds due 2035 (ISIN: XS1333830005, Common Code: 133383000)
100,000,000 Series 2015-15 Covered Bonds due 2020 (ISIN: XS1334768733, Common Code: 133476873)
25,000,000 Series 2016-01 Covered Bonds due 2041 (ISIN: XS1350139439, Common Code: 135013943)
30,000,000 Series 2016-02 Covered Bonds due 2041 (ISIN: XS1352028432, Common Code: 135202843)
51,000,000 Series 2016-03 Covered Bonds due 2036 (ISIN: XS1369280661, Common Code: 136928066)
50,000,000 Series 2016-04 Covered Bonds due 2036 (ISIN: XS1371729259, Common Code: 137172925)
40,000,000 Series 2016-05 Covered Bonds due 2041 (ISIN: XS1371979284, Common Code: 137197928)
25,000,000 Series 2016-06 Covered Bonds due 2023 (ISIN: XS1373029856, Common Code: 137302985)
1,250,000,000 Series 2016-07 Covered Bonds due 2021 (ISIN: XS1374414891, Common Code: 137441489)
30,000,000 Series 2016-08 Covered Bonds due 2036 (ISIN: XS1378944836, Common Code: 137894483)
50,000,000 Series 2016-09 Covered Bonds due 2038 (ISIN: XS1380330826, Common Code: 138033082)
50,000,000 Series 2016-10 Covered Bonds due 2031 (ISIN: XS1380328259, Common Code: 138032825)
40,000,000 Series 2016-11 Covered Bonds due 2036 (ISIN: XS1384262389, Common Code: 138426238)
80,000,000 Series 2016-12 Covered Bonds due 2021 (ISIN: XS1385380289, Common Code: 138538028)
£750,000,000 Series 2016-13 Covered Bonds due 2019 (ISIN: XS1397740603, Common Code: 139774060)
60,000,000 Series 2016-14 Covered Bonds due 2041 (ISIN: XS1397982874, Common Code: 139798287)
25,000,000 Series 2016-15 Covered Bonds due 2041 (ISIN: XS1407047411, Common Code: 140704741) (together, the
Covered Bonds, and holders thereof, the Covered Bondholders)
NOTICE IS HEREBY GIVEN that a meeting of the Covered Bondholders (the Meeting) convened by the
Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on Tuesday,
21 June 2016. The Meeting will be held at 10:00 a.m. (London time), for the purpose of considering and, if
thought fit, passing the following resolutions, each of which will be proposed as an Extraordinary Resolution in
accordance with the provisions of the Trust Deed dated 30 November 2005 (as amended or supplemented from
time to time, the Trust Deed) made among the Issuer, Nationwide Covered Bonds LLP (the LLP), Citicorp
Trustee Company Limited (the Security Trustee) and Citicorp Trustee Company Limited (the Bond Trustee).
Capitalised terms used in this notice shall have the meanings given to them in the Consent Solicitation
Memorandum dated 26 May 2016, the Conditions of the Covered Bonds set out in the Trust Deed or the Master
Definitions and Construction Agreement.
At the date of this Notice, the Covered Bonds have been issued by the Issuer and remain outstanding.
In accordance with normal practice, each of the Solicitation Agents, the Information and Tabulation Agent, the
Bond Trustee and the Security Trustee expresses no opinion and makes no representations as to the merits of the
proposed amendments referred to in the Extraordinary Resolutions set out below (which they have not been
involved in negotiating). Each of the Solicitation Agents, the Information and Tabulation Agent, the Bond
Trustee and the Security Trustee has authorised it to be stated that it has no objection to the Extraordinary
Resolutions or any of them being submitted to the Covered Bondholders for their consideration. Accordingly,
each of the Solicitation Agents, the Bond Trustee, the Information and Tabulation Agent and the Security


2






Trustee recommends that Covered Bondholders seek their own legal, financial, tax or other advice as to the
impact of the implementation of the Extraordinary Resolutions.
FIRST EXTRAORDINARY RESOLUTION OF THE COVERED BONDHOLDERS
"THAT this Meeting of the holders of covered bonds issued by NATIONWIDE BUILDING SOCIETY
presently outstanding (the Covered Bonds and holders thereof, the Covered Bondholders) issued by
Nationwide Building Society (the Issuer) constituted by the Trust Deed dated 30 November 2005 (as amended
or supplemented from time to time, the Trust Deed) made among the Issuer, Nationwide Covered Bonds LLP
(the LLP), Citicorp Trustee Company Limited (the Security Trustee) and Citicorp Trustee Company Limited
(the Bond Trustee):
1.
Approves and assents to the First Covered Bondholder Proposal set out in the Consent Solicitation
Memorandum distributed or otherwise made available to the Covered Bondholders on 26 May 2016.
2.
Assents to and authorises, directs, requests and empowers the Bond Trustee to (and to direct the Security
Trustee to) consent to the First Covered Bondholder Proposal and the modification of the LLP Deed, the
Master Definitions and Construction Agreement, the Cash Management Agreement, the Bank Account
Agreement, the Deed of Charge, the Trust Deed, and the Relevant Swap Agreements (together the
Existing Documents) by way of entry into the Ninth Supplemental Limited Liability Partnership Deed,
the Amendment Agreement to the Amended and Restated Master Definitions and Construction
Agreement, the Amendment Agreement to the Amended and Restated Cash Management Agreement,
the Amendment Agreement to the Bank Account Agreement, the Fifth Supplemental Deed of Charge,
the Ninth Supplemental Trust Deed, the amended and restated Interest Rate Swap Agreement, the
Amendment Agreement to the Nationwide Relevant Covered Bond Swap Agreements and, if the
relevant amendments are agreed to by the LLP and the relevant Covered Bond Swap Provider, each
Amended External Relevant Swap Agreement (together, the Amendment Documents) to the extent
necessary to give effect to this First Extraordinary Resolution (each of the Amendment Documents
being substantially in the form of the drafts produced to this meeting or in such other forms as are
required to obtain the approval of the Financial Conduct Authority, any such amendments (as certified
by the Issuer to the Security Trustee and the Bond Trustee as are necessary to obtain such approval from
the Financial Conduct Authority) which the Security Trustee and the Bond Trustee shall concur in
whether or not such amendments are or may be prejudicial to the interests of the Holders of the Covered
Bonds or any Series thereof, provided that the amendments do not impose additional obligations on the
Security Trustee or the Bond Trustee, and for the purpose of identification, signed by the Chairman
hereof) to give effect to, inter alia, the following as described in greater detail in the Consent
Solicitation Memorandum under Section 2 ­ First Covered Bondholder Proposal:
(A)
Updates to Relevant Swap Agreements to reflect current Rating Agency criteria
Amend the Nationwide Relevant Swap Agreements to reflect the most recent Rating Agency
criteria including updating the ratings triggers requiring collateral posting and replacement of the
relevant Swap Provider, updating the collateral posting requirements themselves and
clarifications in relation to Nationwide Relevant Covered Bond Swap Agreements which
document multiple swap transactions.
Amend the External Relevant Swap Agreements (if agreed between the LLP and the relevant
Covered Bond Swap Provider) for certain current Fitch and Moody's collateral posting
requirements.
(B)
Additional amendments to the Interest Rate Swap Agreement only


3






Amend the Interest Rate Swap Agreement based on an assessment of how, if the Programme
was being created today, the asset swaps would be structured. The key proposed changes
include:
(a)
splitting the current Jumbo Interest Rate Swap into four separate swap transactions, one
each in relation to the Fixed Rate Loans, the Tracker Rate Loans, the SMR Loans and
the BMR Loans, respectively, each of which will be governed by the Interest Rate Swap
Agreement. This disentangles the swap of the Fixed Rate Loans and the Tracker Rate
Loans from the less liquid BMR Loans and SMR Loans, thus allowing each of the
individual swaps to be more effectively and more economically subject to Rating
Agency related collateral and replacement protections;
(b)
no longer fully hedging the possible variance between the rates of interest earned on the
Tracker Rate Loans and Sterling LIBOR: the swap transaction in relation to the Tracker
Rate Loans will only provide a hedge in respect of the excess (if any) of the aggregate
outstanding balance of the Tracker Rate Loans over ten per cent. (or such lower
percentage as the parties to the swap may agree from time to time) of the aggregate
outstanding balance of all Loans in the Portfolio. Instead the Rating Agencies have
considered the associated risks of the LLP not being fully hedged in respect of the
Tracker Rate Loans in their ratings assessment and cashflow models in conjunction with
the collateral requirements and any risk has been mitigated through an increase in over
collateralisation requirement;
(c)
providing that the LLP payments under each of the BMR Loan and SMR Loan swap
transactions shall be determined by reference to the weighted average (by outstanding
balance) of the rates of interest earned on all BMR Loan or SMR Loans (as applicable)
for so long as Nationwide is the Servicer (rather than only for so long as Nationwide is
the Swap Provider in respect of the relevant swap transaction);
(d)
extending the current allowance for the LLP and Issuer to amend the spread applicable
in determining the Interest Rate Swap Provider payments under each of the Fixed Rate
Loan, Tracker Rate Loan, BMR Loan and SMR Loan swap transactions under the
Interest Rate Swap Agreement to allow flexibility to amend such spreads between new
issuances of Covered Bond, such that the LLP and the Interest Rate Swap Provider
(with appropriate input from the Cash Manager and the Servicer) may amend such
spreads subject to the conditions described in item 1.2(d) (Re-setting spreads for swap
transactions under Interest Rate Swap Agreements) of Section 2. This will enable
Nationwide to more efficiently manage the post swap yield of the pool as the population
of loans and associated maturity profiles evolve;
(e)
giving the LLP the right to partially terminate or novate the Fixed Rate Loan component
of the Interest Rate Swap in an amount corresponding to the portion of Fixed Rate
Loans being sold in the scenario where the LLP is permitted or required to sell such
Loans under the provisions of the LLP Deed and to make consequential changes to
provide that any such partial termination is taken into account for other purposes,
including collateral posting. In addition, the introduction of market value hedging will
ensure that the LLP is compensated where sale proceeds of the Fixed Rate Loans are
impacted due to interest rate changes; and
(f)
making certain minor or consequential changes to the amendments described above
including: (i) amending the scheduled termination date of each of the swap
transactions; (ii) updating the definition of "Reference Lenders"; and (iii) introducing


4






cross-transactional netting in relation to payments between the LLP and the Interest
Rate Swap Provider under the Jumbo Interest Rate Swaps.
(C)
Additional amendments to the Nationwide Relevant Covered Bond Swap Agreements only
Amend each Nationwide Relevant Covered Bond Swap Agreement, including (a) requiring the
relevant Covered Bond Swap Provider (where it is not Nationwide or any of its affiliates) under
each Nationwide Relevant Covered Bond Swap Agreement to post collateral in an amount equal
to the mark-to-market value of the relevant underlying Covered Bond Swap at all times - that is,
after any future transfer of the Nationwide Relevant Covered Bond Swap Agreement by
Nationwide to a third party; any requirements to post additional volatility related collateral
amounts as currently stands are only subject to ratings triggers pursuant to Rating Agency
criteria, and (b) clarifying that the termination rights of Nationwide Relevant Covered Bond
Swap Agreements in relation to N Covered Bonds shall be exercisable pro rata to the amount of
N Covered Bonds redeemed.
(D)
Additional amendments common to the Nationwide Relevant Swap Agreements
Certain minor amendments, as described in further detail in Section 2, are proposed to the
Interest Rate Swap Agreement and certain Nationwide Relevant Covered Bond Swap
Agreements, including amending such agreements to address (a) negative overnight interest
rates applicable to any cash collateral posted under the relevant Swap Agreement by the relevant
Swap Provider, (b) potential withholding under FATCA and (c) regulatory requirements under
EMIR.
(E)
Future Changes
Amend the Nationwide Relevant Swap Agreements (which for the avoidance of doubt could at
some future date be provided by an external Swap Provider), the Trust Deed and the Deed of
Charge to allow future amendments to be made to the Swap Agreements, including, for the
avoidance of doubt, Covered Bond Swap Agreements where the Covered Bond Swap Provider is
not Nationwide (and consequential changes to any other Transaction Documents) that reflect (i)
updates to Rating Agency criteria, and (ii) changes in regulatory requirements, in each case,
without requiring the consent of the Security Trustee, the Bond Trustee or the Covered
Bondholders and irrespective of whether or not such modifications might otherwise constitute a
Series Reserved Matter and irrespective of whether or not such modifications might otherwise
be materially prejudicial to the interest of the Covered Bondholders. This would be subject to
certain conditions including: (i) written certifications by the relevant Transaction Parties to the
Bond Trustee and the Security Trustee that such modifications are being made solely in
connection with updates to Rating Agency criteria or regulatory changes, as applicable, (ii)
providing notification of the proposed amendments to the Rating Agencies; (iii) that such
amendments would not cause the then current ratings of the Covered Bonds to be adversely
affected or withdrawn and (iv) such amendments would not impose any additional obligations
on the Bond Trustee or the Security Trustee.

(F)
Consent Fees
The Issuer will pay each Eligible Covered Bondholder (as defined below) a Consent Fee (as
defined below) in the event that such Eligible Covered Bondholder voted in favour of the First
Extraordinary Resolution and the First Extraordinary Resolution is passed and implemented.


5






For a Covered Bondholder to be eligible to receive the Consent Fee, the Information and
Tabulation Agent must receive a valid Electronic Voting Instruction or duly completed Form of
Proxy in favour of the First Extraordinary Resolution from such holder before 4:00 p.m.
(London time) on Friday, 10 June 2016 (the Early Voting Deadline) which is not subsequently
revoked (each an Eligible Covered Bondholder).
The amount of the consent fee that an Eligible Covered Bondholder who has submitted a valid
Electronic Voting Instruction or Form of Proxy, received by the Information and Tabulation
Agent, prior to the Early Voting Deadline, in favour of the First Extraordinary Resolution, which
has then been passed and implemented, will be entitled to receive will be 0.01% of the Principal
Amount Outstanding of the relevant Covered Bond which is the subject of the relevant
Electronic Voting Instruction (the Consent Fee).
The Issuer will pay each Eligible Covered Bondholder an additional consent fee of 0.02% of the
Principal Amount Outstanding of the relevant Covered Bond (the Additional Consent Fee) in
the event that such Eligible Covered Bondholder has submitted a valid Electronic Voting
Instruction or Form of Proxy, received by the Information and Tabulation Agent, prior to the
Early Voting Deadline, in favour of this First Extraordinary Resolution, the Second
Extraordinary Resolution (as defined in the Consent Solicitation Memorandum) and the Third
Extraordinary Resolution (as defined in the Consent Solicitation Memorandum) PROVIDED
THAT each of the First Extraordinary Resolution, the Second Extraordinary Resolution and the
Third Extraordinary Resolution is passed and implemented.
No Eligible Covered Bondholder will be entitled to receive aggregated consent fees in an
amount greater than 0.05% of the Principal Amount Outstanding of the relevant Covered
Bond which is the subject of each Electronic Voting Instruction submitted in connection
with the First Extraordinary Resolution, the Second Extraordinary Resolution and the
Third Extraordinary Resolution.
(G)
It is proposed to incorporate all consequential amendments relating to paragraphs (A) to (E)
above.
3.
Sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the
rights of the Covered Bondholders appertaining to the Covered Bonds against the Issuer, whether or not
such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the
modifications referred to in paragraphs (1) and (2) of this First Extraordinary Resolution and its
implementation.
4.
Authorises, directs, requests and empowers the Bond Trustee to concur in the modifications referred to
in paragraphs (1) and (2) of this First Extraordinary Resolution and, in order to give effect thereto and to
implement the same, to Execute the Amendment Documents (including execution of each Amended
External Relevant Swap Agreement if such is agreed to by the LLP and the relevant Covered Bond
Swap Provider) upon approval of the amendments by the Financial Conduct Authority subject to such
amendments as are necessary or required to obtain such approval (as certified by the Issuer in writing to
the Security Trustee and the Bond Trustee) and to direct the Security Trustee to (each document
substantially in the form of the draft produced to this Meeting and for the purpose of identification,
signed by the Chairman); and to concur in, and to execute and do, all such other deeds, instruments, acts
and things as may be necessary or appropriate to carry out and give effect to this First Extraordinary
Resolution and the implementation of the modifications referred to in paragraphs (1) and (2) of this First
Extraordinary Resolution.


6






5.
Waives any and all requirements, restrictions or conditions precedent set forth in the Transaction
Documents on any person in respect of implementation of the modifications to and the entry into of the
documents listed at paragraph 2 to give effect to and implement paragraphs (1) and (2) of this First
Extraordinary Resolution.
6.
Discharges, exonerates and indemnifies the Bond Trustee and the Security Trustee from all liability of
whatsoever nature for which it may have become or may become responsible under the Trust Deed, the
Covered Bonds or any of the Transaction Documents or LLP Transaction Documents (as the case may
be) in respect of any act or omission in connection with this First Extraordinary Resolution, the Consent
Solicitation Memorandum, the First Covered Bondholder Proposal or the Amendment Documents even
though it may be subsequently found that there is a defect in the passing of this First Extraordinary
Resolution or that for any reason, this First Extraordinary Resolution is not valid or binding on the
Covered Bondholders.
7.
Agrees that capitalised terms in this document which are not defined herein shall have the meanings
given to them in the Consent Solicitation Memorandum dated 26 May 2016 and the First Covered
Bondholder Proposal or the Trust Deed (including the Conditions) (copies of which are available on
display as referred to in the Notice of Meeting).
8.
Agrees and acknowledges that, by voting in favour of this First Extraordinary Resolution, it has duly
received notice of the Meeting and the First Covered Bondholder Proposal on 26 May 2016 in
accordance with the Terms and Conditions of the Covered Bonds."
SECOND EXTRAORDINARY RESOLUTION OF THE COVERED BONDHOLDERS
"THAT this Meeting of the holders of covered bonds issued by NATIONWIDE BUILDING SOCIETY
presently outstanding (the Covered Bonds and holders thereof, the Covered Bondholders) issued by
Nationwide Building Society (the Issuer) constituted by the Trust Deed dated 30 November 2005 (as amended
or supplemented from time to time, the Trust Deed) made among the Issuer, Nationwide Covered Bonds LLP
(the LLP), Citicorp Trustee Company Limited (the Security Trustee) and Citicorp Trustee Company Limited
(the Bond Trustee):
1.
Approves and assents to the Second Covered Bondholder Proposal set out in the Consent Solicitation
Memorandum distributed or otherwise made available to the Covered Bondholders on 26 May 2016.
2.
Assents to and authorises, directs, requests and empowers the Bond Trustee to (and to direct the Security
Trustee to) consent to the Second Covered Bondholder Proposal and the modification of the Bank
Account Agreement, the LLP Deed, the Master Definitions and Construction Agreement, the Cash
Management Agreement, the Deed of Charge, the Trust Deed, the Asset Monitor Agreement, the
Servicing Agreement, the Mortgage Sale Agreement and the Guaranteed Investment Contract (together
the Existing Documents) by way of entry into the Amendment Agreement to the Bank Account
Agreement, the Ninth Supplemental Limited Liability Partnership Deed, the Amendment Agreement to
the Amended and Restated Master Definitions and Construction Agreement, the Amendment Agreement
to the Amended and Restated Cash Management Agreement, the Fifth Supplemental Deed of Charge,
the Ninth Supplemental Trust Deed, the Third Amended and Restated Asset Monitor Agreement, the
Third Supplemental Deed to the Servicing Agreement, the Supplemental Deed to the Mortgage Sale
Agreement and the Amendment Agreement to the Guaranteed Investment Contract, (together, the
Amendment Documents) to the extent necessary to give effect to this Second Extraordinary Resolution
(each of the Amendment Documents being substantially in the form of the drafts produced to this
meeting or in such other forms as are required to obtain the approval of the Financial Conduct Authority,
any such amendments (as certified by the Issuer to the Security Trustee and the Bond Trustee as are
necessary to obtain such approval from the Financial Conduct Authority) which the Security Trustee and


7






the Bond Trustee shall concur in whether or not such amendments are or may be prejudicial to the
interests of the Holders of the Covered Bonds or any Series thereof, provided that the amendments do
not impose additional obligations on the Security Trustee or the Bond Trustee, and for the purpose of
identification, signed by the Chairman hereof) to give effect to, inter alia, the following as described in
greater detail in the Consent Solicitation Memorandum under Section 2 ­ Second Covered Bondholder
Proposal:
(A)
Updating Rating Agency Replacement Triggers for an Account Bank to reflect current criteria
Make amendments to the ratings triggers requiring replacement of, and any related grace periods
in respect of, an Account Bank, a GIC Account, the Transaction Account and any Swap
Collateral Accounts to reflect the most recent Rating Agency criteria.
(B)
Establishment of a new GIC account with Nationwide which requires collateral to be posted if
Nationwide's rating falls below certain ratings triggers
Amend the Transaction Documents to allow for the opening of a new GIC account at
Nationwide (the Collateralised GIC Account) that will be in addition to the existing GIC
Account.
The Collateralised GIC Account can be maintained at Nationwide even if its ratings fall below
those requiring a replacement bank to be appointed in respect of the LLP's other accounts (the
Account Bank Required Ratings); however, should Nationwide no longer be assigned the
Account Bank Required Ratings, eligible monies can only be deposited or maintained in the
Collateralised GIC Account if adequate collateral has been provided in the form of additional
mortgages or high quality securities. The Programme will benefit from improved banking
service continuity and reduce credit risk while collateralisation mitigates against Nationwide
having ratings below the Account Bank Required Ratings.
(C)
Direct debit redirection
Amend the Servicing Agreement to remove the previous and no longer required Rating Agency
driven requirement that direct debits from Borrowers be redirected into an account controlled by
a third party bank in the event that the Account Bank does not have certain minimum ratings.
This amendment is driven by: (i) the establishment of the Collateralised GIC Account, which
will reduce operational instability by continuing to hold day to day collections despite any
downgrade of Nationwide below the Account Bank Required Ratings; and (ii) the fact that any
such risks are otherwise adequately mitigated through overcollateralisation.
(D)
Opening new bank accounts at institutions with requisite ratings
Amend the Transaction Documents to allow the LLP to open multiple bank accounts (which
shall be on substantially similar terms to the Amendment Agreement to the Bank Account
Agreement) with providers other than Nationwide provided that they meet the Account Bank
Required Ratings. This change is proposed to reduce exposure to any one counterparty by
allowing cash held by the LLP to be split between a number of banks if desirable.
(E)
Opening new bank accounts at institutions with requisite ratings
Amend the Transaction Documents to allow the LLP to open multiple bank accounts (which
shall be on substantially similar terms to the Amendment Agreement to the Bank Account
Agreement) with providers other than Nationwide provided that they meet the Account Bank


8






Required Ratings. This change is proposed to reduce exposure to any one counterparty by
allowing cash held by the LLP to be split between a number of banks if desirable.
(F)
Opening an Interest Rate Swap Collateral Account
Amend the Transaction Documents to allow the LLP to open an Interest Rate Swap Collateral
Account into which any Swap Collateral posted by an Interest Rate Swap Provider (currently
only Nationwide) would be paid or transferred if required under the terms of the relevant Interest
Rate Swap Agreement. The existing arrangements do not support the LLP's receipt of collateral
in relation to the Interest Rate Swaps and this change would ensure the proper operation of the
collateral posting arrangements under the Interest Rate Swap Agreement.
(G)
Negative interest rates in respect of the GIC Rate
Amend the definition of GIC Rate in relation to a GIC Account such that the rate of interest
accruing on the balance standing to the credit of such account will never be negative by the
introduction of a zero floor.
(H)
Consent Fee

The Issuer will pay each Eligible Covered Bondholder (as defined below) a Consent Fee (as
defined below) in the event that such Eligible Covered Bondholder voted in favour of the
Second Extraordinary Resolution and the Second Extraordinary Resolution is passed and
implemented.

For a Covered Bondholder to be eligible to receive the Consent Fee, the Information and
Tabulation Agent must receive a valid Electronic Voting Instruction or duly completed Form of
Proxy in favour of the Second Extraordinary Resolution from such holder before 4:00 p.m.
(London time) on Friday, 10 June 2016 (the Early Voting Deadline) which is not subsequently
revoked (each an Eligible Covered Bondholder).

The amount of the consent fee that an Eligible Covered Bondholder who has submitted a valid
Electronic Voting Instruction or Form of Proxy, received by the Information and Tabulation
Agent, prior to the Early Voting Deadline, in favour of the Second Extraordinary Resolution,
which has then been passed and implemented, will be entitled to receive will be 0.01% of the
Principal Amount Outstanding of the relevant Covered Bond which is the subject of the relevant
Electronic Voting Instruction (the Consent Fee).

The Issuer will pay each Eligible Covered Bondholder an additional consent fee of 0.02% of the
Principal Amount Outstanding of the relevant Covered Bond (the Additional Consent Fee) in
the event that such Eligible Covered Bondholder has submitted a valid Electronic Voting
Instruction or Form of Proxy, received by the Information and Tabulation Agent, prior to the
Early Voting Deadline, in favour of this Second Extraordinary Resolution, the First
Extraordinary Resolution (as defined in the Consent Solicitation Memorandum) and the Third
Extraordinary Resolution (as defined in the Consent Solicitation Memorandum) PROVIDED
THAT each of the First Extraordinary Resolution, the Second Extraordinary Resolution and the
Third Extraordinary Resolution is passed and implemented.

No Eligible Covered Bondholder will be entitled to receive aggregated consent fees in an
amount greater than 0.05% of the Principal Amount Outstanding of the relevant Covered Bond
which is the subject of each Electronic Voting Instruction submitted in connection with the First
Extraordinary Resolution, the Second Extraordinary Resolution and the Third Extraordinary
Resolution.


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(I)
It is proposed to incorporate all consequential amendments relating to paragraphs (A) to (G)
above.
3.
Sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the
rights of the Covered Bondholders appertaining to the Covered Bonds against the Issuer, whether or not
such rights arise under the Trust Deed, involved in or resulting from or to be effected by, the
modifications referred to in paragraphs (1) and (2) of this Second Extraordinary Resolution and its
implementation.
4.
Authorises, directs, requests and empowers the Bond Trustee to concur in the modifications referred to
in paragraphs (1) and (2) of this Second Extraordinary Resolution and, in order to give effect thereto and
to implement the same, to Execute the Amendment Documents upon approval of the amendments by the
Financial Conduct Authority subject to such amendments as are necessary or required to obtain such
approval (as certified by the Issuer in writing to the Security Trustee and the Bond Trustee) and to direct
the Security Trustee to (each document substantially in the form of the draft produced to this Meeting
and for the purpose of identification, signed by the Chairman); and to concur in, and to execute and do,
all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and
give effect to this Second Extraordinary Resolution and the implementation of the modifications referred
to in paragraphs (1) and (2) of this Second Extraordinary Resolution.
5.
Waives any and all requirements, restrictions or conditions precedent set forth in the Transaction
Documents on any person in respect of implementation of the modifications to and the entry into of the
documents listed at paragraph 2 to give effect to and implement paragraphs (1) and (2) of this Second
Extraordinary Resolution.
6.
Discharges, exonerates and indemnifies the Bond Trustee and the Security Trustee from all liability of
whatsoever nature for which it may have become or may become responsible under the Trust Deed, the
Covered Bonds or any of the Transaction Documents or LLP Transaction Documents (as the case may
be) in respect of any act or omission in connection with this Second Extraordinary Resolution, the
Consent Solicitation Memorandum, the Second Covered Bondholder Proposal or the Amendment
Documents even though it may be subsequently found that there is a defect in the passing of this Second
Extraordinary Resolution or that for any reason, this Second Extraordinary Resolution is not valid or
binding on the Covered Bondholders.
7.
Agrees that capitalised terms in this document which are not defined herein shall have the meanings
given to them in the Consent Solicitation Memorandum dated 26 May 2016 and the Second Covered
Bondholder Proposal or the Trust Deed (including the Conditions) (copies of which are available on
display as referred to in the Notice of Meeting).
8.
Agrees and acknowledges that, by voting in favour of this Second Extraordinary Resolution, it has duly
received notice of the Meeting and the Second Covered Bondholder Proposal on 26 May 2016 in
accordance with the Terms and Conditions of the Covered Bonds."
THIRD EXTRAORDINARY RESOLUTION OF THE COVERED BONDHOLDERS
"THAT this Meeting of the holders of covered bonds issued by NATIONWIDE BUILDING SOCIETY
presently outstanding (the Covered Bonds and holders thereof, the Covered Bondholders) issued by
Nationwide Building Society (the Issuer) constituted by the Trust Deed dated 30 November 2005 (as amended
or supplemented from time to time, the Trust Deed) made among the Issuer, Nationwide Covered Bonds LLP
(the LLP), Citicorp Trustee Company Limited (the Security Trustee) and Citicorp Trustee Company Limited
(the Bond Trustee):


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