Notice of Result of Bondholder Meeting

Nationwide Building Society

07 July 2026

 

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET - solely for the purposes of the product governance requirements contained in Directive 2014/65/EU (as amended, "MiFID II ") and Commission Delegated Directive (EU) 2017/593 (the "MiFID II Product Governance Rules"), the target market for the Legacy Clydesdale Covered Bonds is eligible counterparties and professional clients only, each as defined in MiFID II . Any person subsequently offering, selling or recommending the Legacy Clydesdale Covered Bonds (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 Legacy Clydesdale Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. For the avoidance of doubt, the Consent Solicitation does not constitute an offer of any new Covered Bonds. No determination has been made, or will be made, in connection with the Consent Solicitation as to whether any person is a manufacturer for the purposes of MiFID II Product Governance Rules in respect of any new issue of Covered Bonds.

UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET - solely for the purposes of the product governance requirements contained in the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), the target market for the Legacy Clydesdale Covered Bonds is eligible counterparties and professional clients only, each as defined in Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MIFIR") and the FCA Handbook Conduct of Business Sourcebook. Any person subsequently offering, selling or recommending the Legacy Clydesdale Covered Bonds (a "distributor") should take into consideration the target market assessment; however, a distributor subject to the UK Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Legacy Clydesdale Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. For the avoidance of doubt, the Consent Solicitation does not constitute an offer of any new Covered Bonds. No determination has been made, or will be made, in connection with the consent solicitation as to whether any person is a Manufacturer for the purposes of the UK Product Governance Rules in respect of any new issue of Covered Bonds.

7 July 2026

NATIONWIDE BUILDING SOCIETY

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

Legal Entity Identifier (LEI): 549300XFX12G42QIKN82

(the Issuer)

NOTICE OF RESULTS OF MEETING

To the holders of those of the:

Series 2 €600,000,000 Regulated Covered Bonds due September 2026

(ISIN: XS2049803575)

Series 3 £600,000,000 Regulated Covered Bonds due January 2027

(ISIN: XS2443513440)

Series 4 €500,000,000 Regulated Covered Bonds due June 2027

(ISIN: XS2493830827)

Series 7 €500,000,000 Regulated Covered Bonds due August 2028

(ISIN: XS2641928382)

Series 8 £500,000,000 Regulated Covered Bonds due September 2028

(ISIN: XS2692456200)

Series 9 £500,000,000 Regulated Covered Bonds due January 2028

(ISIN: XS2988672650)

(together the Legacy Clydesdale Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.

On 15 June 2026, the Issuer announced an invitation to Eligible Covered Bondholders (as defined in the Consent Solicitation Memorandum) of the Legacy Clydesdale Covered Bonds described in the table below to consent to certain amendments to the terms of the Legacy Clydesdale Covered Bonds (the Consent Solicitation). A meeting of the Covered Bondholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.

The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated 15 June 2026 (the Consent Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Legacy Clydesdale Covered Bonds	ISIN	Outstanding Principal Amount
Series 2 Regulated Covered Bonds due September 2026	XS2049803575	EUR 600,000,000
Series 3 Regulated Covered Bonds due January 2027	XS2443513440	GBP 600,000,000
Series 4 Regulated Covered Bonds due June 2027	XS2493830827	EUR 500,000,000
Series 7 Regulated Covered Bonds due August 2028	XS2641928382	EUR 500,000,000
Series 8 Regulated Covered Bonds due September 2028	XS2692456200	GBP 500,000,000
Series 9 Regulated Covered Bonds due January 2028	XS2988672650	GBP 500,000,000

Outcome of Meeting

The Extraordinary Resolution in relation to the Legacy Clydesdale Transfer Passed. 99.33% of the total votes cast by Eligible Covered Bondholders were in favour of the Extraordinary Resolution.

Meeting of the Covered Bondholders

The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Covered Bondholders that, the Extraordinary Resolution in relation to the Legacy Clydesdale Transfer was duly passed and the Eligibility Condition was satisfied in relation to it, and accordingly the Amendment Documents relating to the Legacy Clydesdale Covered Bonds will be executed on or before 22 July 2026 (the Effective Date), and the amendments will be effective from the Effective Date.

In accordance with the terms of the Trust Deed, each Series of Legacy Clydesdale Covered Bonds voted together as a single class in respect of the Extraordinary Resolution.

Transfer Consent Fee

As the Extraordinary Resolution has been duly passed and the Eligibility Condition has been satisfied, the Transfer Consent Fee will be paid to eligible Covered Bondholders as soon as reasonably practicable following the Meeting and in any event no later than the Effective Date.

Summary of Modifications to the Conditions

Pursuant to the terms of the Extraordinary Resolution:

(a)        the terms and conditions of the Legacy Clydesdale Covered Bonds will be amended such that the terms and conditions will become those currently applicable to the Nationwide Covered Bond Programme, as set out in the Twentieth Supplemental Trust Deed dated 12 June 2026 relating thereto (the Nationwide Trust Deed), associated amendments will be made to the respective Legacy Clydesdale Covered Bonds' Final Terms, as set out in the Amended and Restated Final Terms in respect of each Series of Legacy Clydesdale Covered Bonds, and the Legacy Clydesdale Covered Bonds will become "Covered Bonds" for the purposes of (and as defined in) the Nationwide Covered Bond Programme and the Nationwide Trust Deed; and

(b)        the Legacy Clydesdale Covered Bonds will transfer to the €45 billion Nationwide Covered Bond Programme irrevocably and unconditionally guaranteed by Nationwide Covered Bonds LLP (the Legacy Clydesdale Transfer).

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (i) located and resident outside the United States, its territories and possessions and who are not U.S. persons (as defined in Regulation S under the Securities Act) or acting for the account or benefit of any U.S. person, (ii) eligible counterparties or professional clients (each as defined in MiFID II, UK MiFIR and COBS) and, if applicable and acting on a non-discretionary basis, persons who are acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Legacy Clydesdale Covered Bonds and (iii) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Covered Bondholders).

Neither this Notice nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States, its territories and possessions or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Legacy Clydesdale Covered Bonds and the guarantee thereof, 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 or sold in the United States, its territories or possessions or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Further information relating to the Consent Solicitation can be obtained directly from the Solicitation Agents and the Tabulation Agent:

SOLICITATION AGENTS Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom Telephone: [phone] Attention: Liability Management Group

TABULATION AGENT

Kroll Issuer Services Limited

The News Building, Level 6

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone number: [phone]

Email: [e-mail]

Attention: Owen Morris

Website: https://deals.is.kroll.com/virginmoney

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation or this announcement. If any Covered Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (if in the United Kingdom) or other appropriately authorised financial adviser. The information, statements and opinions contained in this announcement and the Consent Solicitation Memorandum do not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.

The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the LLP, the Solicitation Agents and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.

 

END