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Notice of Result of Bondholder Meeting

In brief · summary, not quotable

Covered bondholders vote 99.33% in favour of transferring legacy Clydesdale bonds to Nationwide programme.

  • Legacy Clydesdale Covered Bonds voted in favour 99.33%
  • Series 2 Regulated Covered Bonds outstanding EUR 600,000,000
  • Series 3 Regulated Covered Bonds outstanding GBP 600,000,000
  • Series 4 Regulated Covered Bonds outstanding EUR 500,000,000
  • Nationwide Covered Bond Programme EUR 45 billion
  • Total Legacy Clydesdale bonds outstanding EUR 2.1 billion and GBP 1.6 billion
Full announcement

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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.

NATIONWIDE BUILDING SOCIETY

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

(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 BondsISINOutstanding Principal Amount
Series 2 Regulated Covered Bonds due September 2026XS2049803575EUR 600,000,000
Series 3 Regulated Covered Bonds due January 2027XS2443513440GBP 600,000,000
Series 4 Regulated Covered Bonds due June 2027XS2493830827EUR 500,000,000
Series 7 Regulated Covered Bonds due August 2028XS2641928382EUR 500,000,000
Series 8 Regulated Covered Bonds due September 2028XS2692456200GBP 500,000,000
Series 9 Regulated Covered Bonds due January 2028XS2988672650GBP 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

  • 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

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: +44 (0)203 134 8515 Attention: Liability Management Group Email: eu.lm@barclays.comDeutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom Telephone: +44 207 545 8011 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: +44 20 7704 0880

Attention: Owen Morris

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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