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18 Mar 2021 17:30
Companies Act 2006
Resolutions of
SANTANDER UK PLC
(the "Company")
At the 2021 ANNUAL GENERAL MEETING OF THE COMPANY, registered at 2 Triton Square, Regent's Place, London, NW1 3AN, which was convened and held via videoconference, at 10:30 a.m. on 18 March 2021, the following resolutions were duly passed.
Resolutions 21 and 22 were passed as Special Resolutions:
Special Resolutions
21. THAT the Company be authorised, without conditions, to buy back its own 8⅝% preference shares. The following terms apply:
(a) The Company may buy back up to 125,000,000 8⅝% preference shares;
(b) The lowest price which the Company can pay for 8⅝% preference shares is 75% of the average of the market values of the preference shares for five business days before the purchase is made; and
(c) The highest price (not including expenses) which the Company can pay for each 8⅝% preference share is 125% of the average of the market values of the preference shares for five business days before the purchase is made.
This authority shall begin on the date of the passing of this resolution and end on the conclusion of the next Annual General Meeting of the Company. The Company may agree, before this authorisation ends, to buy back its own 8⅝% preference shares even though the purchase may be completed after this authorisation ends.
22. THAT the Company be authorised, without conditions, to buy back its own 10⅜% preference shares. The following terms apply:
(a) The Company may buy up to 200,000,000 10⅜% preference shares;
(b) The lowest price which the Company can pay for 10⅜% preference shares is 75% of the average of the market values of the preference shares for five business days before the purchase is made; and
(c) The highest price (not including expenses) which the Company can pay for each 10⅜% preference share is 125% of the average of the market values of the preference shares for five business days before the purchase is made.
This authority shall begin on the date of the passing of this resolution and end on the conclusion of the next Annual General Meeting of the Company. The Company may agree, before this authorisation ends, to buy back its own 10⅜% preference shares even though the purchase may be completed after this authorisation ends.
END
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