SANTANDER UK PLC

Capital/Financing Update • Jan 9, 2018

PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Covered Bonds are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II) or (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

FINAL TERMS DOCUMENT

9 January 2018

Santander UK plc

Issue of Series 67 €1,000,000,000 Fixed Rate Covered Bonds due 10 January 2025 (XS1748479919)

irrevocably and unconditionally guaranteed as to payment of principal and interest by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 2 June 2017 and the supplements to it dated 28 July 2017, 14 September 2017 and 26 October 2017 (each a Supplemental Prospectus), which together constitute a base prospectus for the purposes of the Prospectus Directive (2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the effect that such amendments have been implemented in a relevant Member State) (the Prospectus Directive). This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus, as supplemented. Full information on the Issuer and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms Document and the Prospectus, as supplemented. Copies of the Prospectus and each Supplemental Prospectus are available for viewing at http://www.santander.co.uk/uk/about-santander-uk/debt-investors/santander-uk-coveredbonds and are available free of charge to the public at the registered office of the Issuer and from the specified office of each of the Paying Agents.

1.	(a)	Issuer:	Santander UK plc
	(b)	Guarantor:	Abbey Covered Bonds LLP

2.	(a)	Series Number:	67
	(b)	Tranche Number:	1
	(c)	Series which Covered Bonds will be consolidated and form a single Series with:	Not Applicable
	(d)	Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above:	Not Applicable
3.		Specified Currency or Currencies:	Euro (EUR or €)
4.		Money Market Covered Bonds:	No
5.	Do the Covered Bonds have the benefit No of remarketing arrangements:
6.	Aggregate Nominal Amount of Covered Bonds admitted to trading:
	(a)	Series:	€1,000,000,000
	(b)	Tranche:	€1,000,000,000
7.	Issue Price:		99.685 per cent. of the aggregate nominal amount
8.	(a)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Covered Bonds in definitive form will be issued with a denomination above €199,000
	(b)	Calculation Amount:	€1,000
9.	(a)	Issue Date:	10 January 2018
	(b)	Interest Commencement Date:	Issue Date
10.	(a)	Final Maturity Date:	10 January 2025
	(b)	Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:	10 January 2026

• 1. Interest Basis: 0.50 per cent. Fixed Rate from and including the Interest Commencement Date to but excluding the Final Maturity Date (further particulars specified below)
• 1. Redemption/Payment Basis: Redemption at par
• 1. Change of Interest Basis or Redemption/Payment Basis:

From and including the Final Maturity Date to but excluding the Extended Due for Payment Date the following Interest provisions apply:

Interest Basis: 1 month EURIBOR -0.02 per cent. per month Floating Rate

Interest Payment Dates: 10th day of each month commencing on 10 February 2025 and including the Extended Due for Payment Date

Interest Period: The period from and including the Final Maturity Date, or as the case may be an Interest Payment Date, to but excluding the next following Interest Payment Date

Following Business Day Convention

Business Days: London, a day on which TARGET 2 System is open

Day Count Fraction: Actual/Actual (ICMA), unadjusted

Interest Determination Dates: the second day on which the TARGET 2 system is open prior to the start of each Interest Period

Screen Rate Determination Relevant Screen Page: Reuters EURIBOR01

1. Put/Call Options: Not Applicable 15. (a) Status of the Covered Bonds: Senior (b) Status of the Guarantees: Senior 16. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17.	Fixed Rate Covered Bond Provisions:				Applicable from and including the Interest Commencement Date to but excluding the Final Maturity Date
	(a)	Rate(s) of Interest:			0.50 per cent. per annum payable annually in arrear
	(b)		Interest Payment Date(s):		10 January in each year up to and including the Final Maturity Date
	(c)	Business Day Convention:			Following Business Day Convention
	(d)	Business Day(s):			London
			Additional Business Centre(s):		A day on which TARGET2 System is open
	(e)	Fixed Coupon Amount(s): Broken Amount(s):			€5.00 per Calculation Amount
	(f)				Not Applicable
	(g)	Day Count Fraction:			Actual/Actual (ICMA) (not adjusted)
	(h)	Determination Date(s):			10 January in each year
18.	Floating Provisions:	Rate	Covered	Bond	Not Applicable
19.	Zero Provisions:	Coupon	Covered	Bond	Not Applicable

PROVISIONS RELATING TO REDEMPTION

20.	Issuer Call:	Not Applicable
21.	Investor Put:	Not Applicable
22.	Final Redemption Amount of each Covered Bond:	€1,000 per Calculation Amount
23.	Early Redemption Amount of each Covered Bond payable on redemption for taxation reasons or on event of default, etc. and/or the method of calculating the same (if required):	As set out in Condition 6.8(a)

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

24. Form of Covered Bonds: Bearer Covered Bonds:
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Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds only upon an Exchange Event

• 1. New Global Covered Bond: Yes
• 1. Financial Centre(s): Not Applicable
• 1. Talons for future Coupons or Receipts to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature): No
• 1. Details relating to Partly Paid Covered Bonds: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Covered Bonds and interest due on late payment: Not Applicable
• 1. Details relating to Instalment Covered Bonds: Not Applicable
• 1. Redenomination renominalisation and reconventioning provisions: Not Applicable
• 1. Post-perfection SVR-LIBOR Margin: 2.95 per cent.

DISTRIBUTION

1. U.S. Selling Restrictions: Reg. S Compliance Category 2 TEFRA D applicable

PURPOSE OF FINAL TERMS DOCUMENT

This Final Terms Document comprises the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market of the Covered Bonds described herein pursuant to the €35 billion Global Covered Bond Programme of Santander UK plc.

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING:

• (a) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Series 67 Covered Bonds to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date
• (b) Estimate of total expenses related to admission to trading: £3,650

2. RATINGS:

Ratings: The Covered Bonds to be issued have been rated:

S & P: AAA

Moody's: Aaa

Fitch: AAA

3. COVERED BOND SWAP:

Covered Bond Swap Provider: Santander UK plc

Nature of Covered Bond Swap: Not Applicable

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE:

Save as discussed in Subscription and Sale and Transfer and Selling Restrictions, so far as the Issuer and the LLP are aware, no person involved in the offer of the Covered Bonds has an interest material to the offer. The Managers and their affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and/or their affiliates in the ordinary course of business.

5. YIELD:

Indication of yield: 0.546 per cent. calculated on an annual basis. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. TRADEABLE AMOUNTS:

So long as the Covered Bonds are represented by a Global Covered Bond and Euroclear Bank SA and Clearstream Banking, société anonyme so permit, the Global Covered Bond shall be tradable in minimum principal amounts of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 (the Tradable Amount) in addition thereto.

7. OPERATIONAL INFORMATION:

(a)	ISIN Code:	XS1748479919
(b)	Common Code:	174847991
(c)	Delivery:	Delivery against payment
Agent(s):	Name and address of Initial Paying	Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB
Names	and addresses of additional Paying Agent(s) (if any):	Not Applicable
	Intended to be held in a manner which would allow Eurosystem eligibility:	Yes. Note that the designation "yes" means that the Covered Bonds are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Covered Bonds will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.