SANTANDER UK PLC — Capital/Financing Update 2018

Feb 26, 2018

EXECUTION VERSION

FINAL TERMS

23 February, 2018

PLEASE CAREFULLY READ THE PROSPECTUS AND THE RISK FACTORS IN THE PROSPECTUS. EACH INVESTOR SHOULD CONSULT ITS OWN FINANCIAL AND LEGAL ADVISORS ABOUT THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE NOTES AND THE SUITABILITY OF AN INVESTMENT IN THE NOTES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and 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 (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

SANTANDER UK PLC

Issue of GBP 200,000,000 Floating Rate Senior Notes due 2020

under the €30,000,000,000

Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus dated 30 August, 2017 and the supplements to it dated 14 September, 2017, 26 October, 2017 and 7 February, 2018 which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes 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 offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus, as supplemented. The Prospectus and the supplements to it have been published on the website http://www.santander.co.uk/uk/about-santander-uk/investor-relations.

1. Issuer:
   Santander UK plc

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1. (i) Series Number: B-1481
   (ii) Tranche Number: 1
   (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable

2. Specified Currency or Currencies: Pounds Sterling ("GBP")

3. Nominal Amount:
   (i) Tranche: GBP 200,000,000
   (ii) Series: GBP 200,000,000

4. Issue Price of Tranche: 100.00 per cent. of the Nominal Amount

5. (i) Specified Denominations: GBP 100,000 and the integral multiples of GBP 1,000 in excess thereof up to and including GBP 199,000. No Notes in definitive form will be issued with a denomination above GBP 199,000.
   (ii) Calculation Amount: GBP 1,000

6. (i) Issue Date: 27 February, 2018
   (ii) Interest Commencement Date (if different from the Issue Date): Not Applicable

7. Maturity Date: Interest Payment Date falling on or nearest to 27 February 2020

8. Interest Basis: 3 month GBP LIBOR +0.25 per cent. Floating Rate
   (See paragraph 16 below)

9. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount

10. Change of Interest Basis: Not Applicable

11. Put/Call Options: Not Applicable

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1. (i) Status of the Notes: Senior
   (ii) Date of Board approval for issuance of Notes obtained: 24 July 2017

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions: Not Applicable
2. Fixed Rate Reset Note Provisions: Not applicable
3. Floating Rate Note Provisions: Applicable

(i) Straight Floating Rate: Applicable
(ii) Inverse Floating Rate: Not Applicable
(iii) Leveraged Floating Rate: Not Applicable
(iv) Leveraged Inverse Floating Rate: Not Applicable

(v) Interest Period(s)/Interest Payment Dates: Interest will be payable quarterly in arrear on 27 February, 27 May, 27 August and 27 November in each year, commencing 27 May, 2018 up to and including the Maturity Date, in each case subject to adjustment in accordance with the Business Day Convention specified below.

(vi) Business Day Convention: Modified Following Business Day Convention
(vii) Business Day(s): London
Additional Business Centre(s): None
(viii) Manner in which the Rate of Interest and Interest Amount is to be determined: Screen Rate Determination

(ix) Screen Rate Determination: Applicable

(A) Reference Rate: 3 month GBP LIBOR
(B) Interest Determination Date(s): The first day of each Interest Period
(C) Relevant Screen: Reuters Screen LIBOR01, or its successor

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	Page:	page
(D)	Interpolation for Stub Period:	Not Applicable
(E)	Reference Currency:	GBP
(F)	Relevant Centre:	Not Applicable
(G)	Designated Maturity:	3 months
(H)	Determination Time:	11.00 a.m. (London time)
(I)	CMS Rate Fixing Centre(s):	Not Applicable
(x)	ISDA Determination:	Not Applicable
(xi)	Margin(s):	plus 0.25 per cent. per annum
(xii)	Minimum Rate of Interest:	Not Applicable
(xiii)	Maximum Rate of Interest:	Not Applicable
(xiv)	Day Count Fraction:	Actual/365 (Fixed), adjusted
(xv)	Determination Date(s):	Not Applicable
17.	Zero Coupon/Discount Note Provisions	Not Applicable
18.	Variable Interest Note Provisions	Not Applicable
19.	Convertible Interest Basis Provisions:	Not Applicable
PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call	Not Applicable
21.	Regulatory Capital Event Call	Not Applicable
22.	Investor Put	Not Applicable
23.	Loss Absorption Disqualification Event Call	Not Applicable
24.	Final Redemption Amount:	The outstanding aggregate nominal amount of Notes in GBP (if Notes are represented by a

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Global Note);

GBP 1,000 per Calculation Amount (if Notes are in definitive form).

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:
   Bearer Notes:
   Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event at the expense of the Issuer.

2. New Global Note:
   Yes

3. Calculation Agent:
   Citibank N.A.
   Global Agency and Trust
   14th Floor, Citigroup Centre
   Canada Square, Canary Wharf
   London E14 5LB

4. Determination Agent:
   Not Applicable

5. U.S. Selling Restrictions:
   Reg. S. Compliance Category 2; TEFRA D

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Signed on behalf of the Issuer:

By: Dan Wrigley

Duly authorised for and on behalf of the Issuer

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PART B - OTHER INFORMATION

1. LISTING

(i) Listing and Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market and listing on the Official List of the UK Listing Authority with effect on or about the Issue Date.

(ii) Estimate of total expenses related to admission to trading: GBP 3,600.00

2. RATINGS

Ratings: The Notes are expected to have the following ratings: S & P: A, Moody's: Aa3, Fitch: A

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealer, no person involved in the issue of the Notes has an interest material to the offer. The Dealer 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 its affiliates in the ordinary course of business.

4. OPERATIONAL INFORMATION

(i) ISIN Code: XS1785305779

(ii) Common Code: 178530577

(iii) CUSIP Code: Not Applicable

(iv) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, S.A. and the relevant identification number(s): Not Applicable

(v) Delivery: Delivery against payment

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(vi) Names and addresses of additional Paying Agent(s) (if any): Not Applicable