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Tender Offer - Results Announcement

In brief · summary, not quotable

Nationwide accepted tenders for £542.6m of £750m perpetual contingent convertible securities.

  • Securities tendered and accepted £542,612,000
  • Percentage of outstanding principal 72.35%
  • Maximum Acceptance Amount £750,000,000
Full announcement

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Nationwide Building Society (the "Issuer") announces today the results of its invitation 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 up to the Maximum Acceptance Amount, subject to the terms and conditions described in the tender offer memorandum prepared by the Issuer dated 21 September 2026 (the "Tender Offer Memorandum") (such invitation, the "Offer"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. This announcement must be read in conjunction with the Tender Offer Memorandum.

As announced by the Issuer on 22 September 2026, the Maximum Acceptance Amount is £750,000,000, and, as the Maximum Acceptance Amount is equal to the aggregate principal amount of the Securities, the Issuer 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.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 25 September 2026. Following the Expiration Deadline, the Issuer hereby announces that it will accept all valid tenders of Securities for purchase pursuant to the Offer, subject to the New Financing Condition being satisfied or waived on or prior to the Settlement Date. The aggregate principal amount of the Securities validly tendered and accepted for purchase pursuant to the Offer is £542,612,000 (representing 72.35 per cent. of the principal amount of the Securities outstanding).

Settlement of the Offer and payment of the Purchase Price and Accrued Interest Payment in respect of the Securities accepted for purchase is expected to take place on 30 September 2026. Securities that are not tendered and accepted for purchase pursuant to the Offer will remain outstanding.

Dealer Managers

J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone : +44 (0) 20 7134 2468 Email : liability_management_EMEA@jpmorgan.com Attention : EMEA Liability Management GroupLloyds Bank Corporate Markets plc 33 Old Broad Street London EC2N 1HZ United Kingdom Telephone : +44 (0) 20 7158 3939 / 1726 Email : LBCMLiabilityManagement@lloydsbanking.com Attention : Liability Management
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone : +44 20 7996 5420 Email : DG.LM-EMEA@bofa.com Attention : Liability Management TeamNatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone : +44 (0) 20 7678 5222 Email : NWMLiabilityManagement@natwestmarkets.com Attention : Liability Management

UBS AG London Branch

5 Broadgate London EC2M 2QS United Kingdom Telephone : +44 20 7568 1121 Email : ol-liabilitymanagement-eu@ubs.com Attention : Liability Management

Tender Agent

Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone : +44 20 7704 0880 Attention : David Shilson Email : nationwide@is.kroll.com Website : https://deals.is.kroll.com/nationwide

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

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