GMTN programme - Terms of access

Here you will find information and documentation in respect of our U.S.$30,000,000,000 Global Note Programme (the “Programme”). Before entering this Website/page, you must read the following Terms and Conditions which govern your use and access to the website and acknowledge your agreement of them.

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”), WHICH APPLY TO ALL PERSONS WHO VIEW THIS PAGE. THE TERMS AND CONDITIONS MAY BE ALTERED OR UPDATED AND 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.

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

1. the materials on this website are directed only at persons who may lawfully access them under applicable laws and regulations and, in particular:
   1. in the United Kingdom, at persons who are not retail investors and who 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) and who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, or are otherwise persons to whom the materials may lawfully be communicated;
   2. in member states of the European Economic Area, at persons who are not retail investors and who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (as amended or superseded);
   3. the materials are not directed at, and may not be viewed by or distributed to, persons located or resident in the United States, its possessions or territories or to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended),;
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, sale or distribution may be lawfully made and
4. you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) 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.
5. Where acting as agent on behalf of a disclosed or undisclosed client in connection with the Securities, you make the foregoing confirmations and acknowledgements on behalf of yourself and your underlying client(s).

Neither this website 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, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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

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

EU PRIIPs Regulation: The Securities 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 required by Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based investment products (as amended, the “EU PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

UK PRIIPs Regulation: The Securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a "retail investor" means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Securities or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulation 2024.

UK MiFIR product governance: Solely for the purposes of the UK manufacturer product approval process, the target market for the Securities 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 Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (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 Securities (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

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 Securities which would result in a violation of Regulations by any person.

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. NATIONWIDE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT 1940, AS AMENDED. 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.

The distribution of the materials contained on this website may be restricted by law in certain jurisdictions. Persons accessing this website should inform themselves about, and observe, any such restrictions.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Persons accessing this website are deemed to represent either that they are not accessing this website from within the United States and are not a U.S. person, or, where permitted, that they are a qualified institutional buyer and a qualified purchaser.

The materials on this website are provided for information purposes only and do not purport to provide any financial, investment, tax, accounting or legal advice. No representation or warranty, express or implied, is made as to the accuracy or completeness of the materials.

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 website or its contents.

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