Tender Offer - Maximum Acceptance Amount

Nationwide Building Society

22 September 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

22 SEPTEMBER 2026

Nationwide Building Society

(incorporated in England under the Building Societies Act 1986)

Legal Entity Identifier (LEI): 549300XFX12G42QIKN82

ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO TENDER OFFER TO PURCHASE SECURITIES FOR CASH

Further to the announcement dated 21 September 2026 in relation to the invitation of Nationwide Building Society (the "Issuer") to holders of its outstanding £750,000,000 Reset Perpetual Contingent Convertible Additional Tier 1 Capital Securities (ISIN: XS2113658202) (the "Securities") to tender such Securities for purchase by the Issuer for cash, the Issuer hereby confirms that the Maximum Acceptance Amount is £750,000,000, subject to the New Financing Condition being satisfied or waived on or prior to the Settlement Date. As the Maximum Acceptance Amount is equal to the aggregate principal amount of the Securities, the Issuer confirms that it will accept for purchase any validly tendered Securities up to the Maximum Acceptance Amount without such Securities being scaled by a Scaling Factor, subject to the New Financing Condition being satisfied or waived on or prior to the Settlement Date. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum prepared by the Issuer dated 21 September 2026 (the "Tender Offer Memorandum").

FURTHER INFORMATION

Securityholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the conditions of and procedures for participating in the Offer.

The Issuer is not under any obligation to accept for purchase any Securities tendered pursuant to the Offer. The acceptance for purchase by the Issuer of Securities tendered pursuant to the Offer is at the sole discretion of the Issuer and tenders may be rejected by the Issuer for any reason.

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Any questions or requests for assistance in connection with: (i) the Offer, may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are set out below.

Dealer Managers

J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: [phone] Email: [e-mail]  Attention: EMEA Liability Management Group	Lloyds Bank Corporate Markets plc 33 Old Broad Street London EC2N 1HZ United Kingdom Telephone: [phone] / 1726 Email: [e-mail] Attention: Liability Management
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management Team	NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management
UBS AG London Branch 5 Broadgate London EC2M 2QS United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management
Tender Agent
Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: David Shilson Email: [e-mail] Website: https://deals.is.kroll.com/nationwide

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Offer. The Dealer Managers do not take responsibility for the contents of this announcement. If any Securityholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer. None of the Issuer, the Dealer Managers or the Tender Agent or their respective directors, employees or affiliates makes any recommendation as to whether Securityholders should participate in the Offer and none of the Issuer, the Dealer Managers or the Tender Agent nor any of their respective affiliates will have any liability or responsibility in respect thereto. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come are required by each of the Issuer, the Group, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

Questions and requests for assistance in connection with: (i) the Offer may be directed to the Dealer Managers; and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are above.

 

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