Sant Uk.10te% Regulatory News (SAN)

Abbey National Treasury Services plc(incorporated in England and Wales with registered number 2338548)

and

SANTANDER UK PLC(incorporated in England and Wales with registered number 2294747)

NOTICE OF Substitution of Issuer

to the holders of:

Series 3 EUR1,500,000,000 Fixed Rate Covered Bonds due 2021 (XS0250729109)

Series 11 EUR1,750,000,000 Fixed Rate Covered Bonds due 2016 (XS0457688215)

Series 17 EUR1,250,000,000 Fixed Rate Covered Bonds due 2017 (XS0546057570)

Series 18 EUR100,000,000 Fixed Rate N Covered Bonds due 2025

Series 19 EUR125,000,000 Fixed Rate N Covered Bonds due 2030

Series 20 NOK1,600,000,000 Fixed Rate Covered Bonds due 2020 (XS0563569325)

Series 21 EUR100,000,000 Fixed Rate N Covered Bonds due 2024

Series 22 EUR750,000,000 Fixed Rate Covered Bonds due 2018 (XS0582479522)

Series 23 GBP1,000,000,000 Fixed Rate Covered Bonds due 2027 (XS0596191360)

Series 24 GBP1,250,000,000 Fixed Rate Covered Bonds due 2022 (XS0616897616)

Series 25 EUR100,000,000 Fixed Rate N Covered Bonds due 2021

Series 27 EUR1,000,000,000 Fixed Rate Covered Bonds due 2016 (XS0674635288)

Series 28 EUR53,000,000 Fixed Rate N Covered Bonds due 2026

Series 29 EUR100,000,000 Fixed Rate N Covered Bonds due 2026

Series 30 EUR30,000,000 Fixed Rate N Covered Bonds due 2027

Series 31 EUR30,000,000 Fixed Rate N Covered Bonds due 2027

Series 32 EUR88,000,000 Fixed Rate N Covered Bonds due 2032

Series 37 GBP750,000,000 Fixed Rate Covered Bonds due 2029 (XS0746621704)

Series 41 EUR47,000,000 Fixed Rate N Covered Bonds due 2027

Series 42 GBP75,000,000 Floating Rate Covered Bonds due 2027 (XS0761325009)

Series 43 GBP750,000,000 Floating Rate Covered Bonds due 2018 (XS0769914218)

Series 44 EUR127,000,000 Fixed Rate N Covered Bonds due 2022

Series 45 EUR75,000,000 Fixed Rate N Covered Bonds due 2023

Series 46 EUR108,000,000 Fixed Rate N Covered Bonds due 2030

Series 47 EUR50,000,000 Fixed Rate N Covered Bonds due 2028

Series 48 EUR45,000,000 Fixed Rate N Covered Bonds due 2027

Series 49 EUR35,000,000 Fixed Rate N Covered Bonds due 2028

Series 50 EUR40,000,000 Fixed Rate N Covered Bonds due 2029

Series 51 EUR76,000,000 Fixed Rate N Covered Bonds due 2024

Series 52 GBP200,000,000 Floating Rate Covered Bonds due 2019 (XS0947575840)

Series 53 EUR100,000,000 Fixed Rate N Covered Bonds due 2025

Series 54 EUR50,000,000 Fixed Rate Covered Bonds due 2026 (XS0962577168)

Series 55 EUR50,000,000 Fixed Rate Covered Bonds due 2025 (XS0963398796)

Series 56 EUR1,000,000,000 Fixed Rate Covered Bonds due 2021 (XS0997328066)

Series 57 EUR80,000,000 Floating Rate Covered Bonds due 2019 (XS0999345811)

Series 58 GBP750,000,000 Floating Rate Covered Bonds due 2018 (XS1017654150)

Series 59 EUR1,000,000,000 Fixed Rate Covered Bonds due 2019 (XS1111559339)

Series 60 EUR500,000,000 Fixed Rate Covered Bonds due 2024 (XS1111559685)

Series 61 EUR1,000,000,000 Fixed Rate Covered Bonds due 2023 (XS1220923996)

Series 62 GBP500,000,000 Floating Rate Covered Bonds due 2018 (XS1238066622)

Series 63 EUR1,000,000,000 Fixed Rate Covered Bonds due 2022 (XS1360443979)

(together, the "Covered Bonds")

each issued by Abbey National Treasury Services plc under its €35 billion Global Covered Bond Programmeunconditionally guaranteed by Santander UK plc andunconditionally and irrevocably guaranteed as to payments of interest and principal byAbbey Covered Bonds LLP  

NOTICE IS HEREBY GIVEN that, with effect on and from 1 June 2016 (the "Effective Date") Santander UK plc will be substituted in place of Abbey National Treasury Services plc as principal obligor under the Covered Bonds. This substitution will be effected pursuant to a deed of substitution, novation and amendment dated 26 April 2016 entered into between, inter alios, Abbey National Treasury Services plc as original issuer, Santander UK plc as new issuer, Deutsche Trustee Company Limited as security trustee and bond trustee and Deutsche Bank AG as principal paying agent (the "Deed of Substitution, Novation and Amendment").

On and from the Effective Date, the Covered Bonds will continue to be guaranteed, in respect of payments of interest and principal, by Abbey Covered Bonds LLP, but will not be guaranteed by any other entity in the Santander UK group.

Copies of the Deed of Substitution, Novation and Amendment are available for inspection from the principal paying agent whose address is:

Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBFor further information regarding the matters set out in this notice, please contact:

Medium Term FundingSantander UK plc2 Triton SquareRegent's PlaceLondon NW1 3AN

Tel: +44 (0) 20 7756 7100

Email: mtf@santander.co.uk

This notice does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.