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:

JPY300,000,000 FX Linked PRDC Trigger Notes due 2032 (XS0142625044)JPY500,000,000 Fixed Rate/Index Linked Interest Notes due 2032 (XS0145356167)JPY1,500,000,000 Floating Rate Notes due 2016 (XS0263477779)HKD110,000,000 Fixed Rate Notes due 2016 (XS0265621473)HKD100,000,000 Fixed Rate Notes due 2017 (XS0282126746)HKD146,000,000 Fixed Rate Notes due 2016 (XS0294014385)USD20,000,000 Callable Fixed Rate Notes due 2030 (US00279VCD55)EUR50,000,000 Fixed Rate Notes due 2020 (XS0540526935)GBP400,000,000 Fixed Rate Notes due 2017 (XS0541558085)EUR3,000,000 Collared Floating Rate Notes due 2020 (XS0553319798)USD10,000,000 Fixed Rate to Capped Floating Rate Notes due 2018 (US00279VCH69)GBP1,000,000 Collared Floating Rate Notes due 2016 (XS0642679814)CHF 95,200,000 Zero Coupon/Discount Notes due 2021 (XS0646039734)CHF20,000,000 Zero Coupon/Discount Notes due 2021 (XS0704938967)USD2,000,000 Collared Floating Rate Notes due 2016 (XS0835668335)EUR1,000,000,000 Fixed Rate Notes due 2018 (XS0873691884)EUR750,000,000 Fixed Rate Notes due 2020 (XS0953219416)EUR1,000,000,000 Fixed Rate Notes due 2019 (XS1014539289)EUR1,200,000,000 Floating Rate Notes due 2019 (XS1070235004)EUR215,000,000 Floating Rate Notes due 2016 (XS1097856527)EUR500,000,000 Floating Rate Notes due 2016 (XS1097880584)EUR10,000,000 Fixed Rate Notes due 2024 (XS1098380121)EUR15,000,000 Collared Floating Rate Notes due 2024 (XS1098218453)EUR400,000,000 Floating Rate Notes due 2019 (XS1098036939)EUR100,000,000 Floating Rate Notes due 2016 (XS1104024226)GBP20,000,000 Floating Rate Notes due 2017 (XS1107286038)GBP500,000,000 Fixed Rate Notes due 2029 (XS1120891012)EUR680,000,000 Floating Rate Notes due 2016 (XS1129468705)EUR300,000,000 Floating Rate Notes due 2017 (XS1127958046)EUR1,000,000,000 Fixed Rate Notes due 2020 (XS1136183537)EUR1,500,000,000 Fixed Rate Notes due 2022 (XS1166160173)EUR1,250,000,000 Floating Rate Notes due 2017 (XS1172406818)GBP750,00,000 Fixed Rate Notes due 2020 (XS1190294063)EUR1,000,000,000 Fixed Rate Notes due 2025 (XS1199439222)NOK500,000,000 Fixed Rate Notes due 2021 (XS1240300217)EUR600,000,000 Floating Rate Notes due 2017 (XS1274152690)GBP10,000,000 Fixed Rate Notes due 2018 (XS1322507150)EUR1,000,000,000 Fixed Rate Notes due 2020 (XS1325080890)EUR30,000,000 Fixed Rate Notes due 2018 (XS1351517187)EUR780,000,000 Floating Rate Notes due 2018 (XS1363002459)SGD21,000,000 Fixed Rate Notes due 2018 (XS1378864729)

each issued by Abbey National Treasury Services plc and guaranteed by Santander UK plc (formerly Abbey National plc) under the US$30,000,000,000 Euro Medium Term Note Programme (together, the "Programme Notes") and

to the holders of:

EUR60,000,000 Guaranteed Step-Down Fixed/Inverse Floating Rate Notes due 2019 (XS0094744710)GBP166,995,000 Zero Coupon Amortising Guaranteed Notes due 2038 (XS0098255176)

each issued by Abbey National Treasury Services plc and guaranteed by Santander UK plc (formerly Abbey National plc) (together, the "Standalone Notes" and, together with the Programme Notes, the "Notes")

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 Notes. This substitution will be effected pursuant to a deed of substitution dated 26 April 2016 entered into between, inter alios, Abbey National Treasury Services plc as original issuer, Santander UK plc as new issuer, The Law Debenture Trust Corporation p.l.c. as trustee and Citibank, N.A. as principal paying agent (the "Deed of Substitution").

On and from the Effective Date, the Notes will be the sole liability of Santander UK plc and will not be guaranteed by any other entity in the Santander UK group.

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

Citibank, N.A., London Branch13th FloorCitigroup CentreCanada SquareLondon E14 5LB

For 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.