Publication of Prospectus

SANTANDER UK PLC

(incorporated in England and Wales with registered number 2294747)

AND

ABBEY NATIONAL TREASURY SERVICES PLC

(incorporated in England and Wales with registered number 2338548)

SUBSTITUTION OF ISSUER AND PUBLICATION OF PROSPECTUSES

On 27 April 2016, Santander UK plc and Abbey National Treasury Services plc announced that, with effect on and from today, 1 June 2016, Santander UK plc would substitute Abbey National Treasury Services plc as issuer in relation to:

· all outstanding bonds (together, the "Outstanding Covered Bonds") issued by Abbey National Treasury Services plc under the €35 billion Global Covered Bond Programme; 

· all outstanding notes (together, the "Outstanding EMTN Notes") issued by Abbey National Treasury Services plc under the US$30,000,000,000 Euro Medium Term Note Programme; and

· EUR60,000,000 Guaranteed Step-Down Fixed/Inverse Floating Rate Notes due 2019 and GBP166,995,000 Zero Coupon Amortising Guaranteed Notes due 2038 (together, the "Outstanding Standalone Notes"),

together, the "Substitutions".

NOTICE IS HEREBY GIVEN THAT the above Substitutions have become effective.

As a result, on and from today, the Outstanding Covered Bonds, the Outstanding EMTN Notes and the Outstanding Standalone Notes will be the sole liability of Santander UK plc and will not be guaranteed by any other entity in the Santander UK group, with the exception of the Outstanding Covered Bonds which will continue to be guaranteed in respect of payments of interest and principal by Abbey Covered Bonds LLP.

The above Substitutions aim to realign the wholesale funding structure of the operating companies within the Santander UK group (Santander UK plc and Abbey National Treasury Services plc), and are part of the Santander UK group's on-going ring-fencing planning.

For further information on how the Santander UK group is funded and its new wholesale funding structure, please visit: http://www.santander.co.uk/uk/about-santander-uk/investor-relations/funding-information 

The new wholesale funding strategy of the Santander UK group operating companies entails that, going forward, Santander UK plc will be the issuer under the wholesale funding programmes and, as part of this strategy, the following prospectuses have been approved today by the UK Listing Authority and are available for viewing via the links shown below:

· Prospectus dated 1 June 2016 relating to the €35,000,000,000 Global Covered Bond Programme of Santander UK plc as issuer of covered bonds thereunder, unconditionally and irrevocably guaranteed as to payments of interest and principal by Abbey Covered Bonds LLP, available for viewing by clicking on or pasting the following URL into the address bar of your browser: http://www.rns-pdf.londonstockexchange.com/rns/9102Z_1-2016-6-1.pdfand 

· Prospectus dated 1 June 2016 relating to the US$30,000,000,000 Euro Medium Term Note Programme of Santander UK plc as issuer of notes, available for viewing by clicking on or pasting the following URL into the address bar of your browser:http://www.rns-pdf.londonstockexchange.com/rns/9102Z_-2016-6-1.pdf

Copies of the Prospectuses listed above have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do 

For further information, please contact:

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

Tel: +44 (0) 20 7756 7100

Email: mtf@santander.co.uk

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Prospectus is not addressed. Prior to relying on the information contained in the Prospectus, you must ascertain from the Prospectus whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.

The Prospectus on this website does not constitute an offer of securities for sale in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any relevant securities laws of any state of the United States of America, and may not be offered or sold to U.S. persons or to persons within the United States of America, except pursuant to an exemption from the Securities Act.