SANTANDER UK PLC — Capital/Financing Update 2020

Jan 15, 2020

FINAL TERMS DOCUMENT

14 January 2020

Santander UK plc

Issue of Series 74 €1,250,000,000 Fixed Rate Covered Bonds due 12 January 2027 (XS2102283814)

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

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

IMPORTANT - PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Covered Bonds 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in point (11) of Article 4(1) of MiFID II or (ii) a customer within the meaning of Directive 2002/92/EC (as amended and superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, 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.

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 18 April 2019 as supplemented on 30 April 2019, 23 July 2019, 9 August 2019 and 30 October 2019 (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

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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-covered-bonds 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: 74
   (b) Tranche Number: 1
   (c) Series which Covered Bonds Not Applicable will be consolidated and form a single Series with:
   (d) Date on which the Covered Bond 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 of remarketing arrangements: No
6. Aggregate Nominal Amount of Covered Bonds admitted to trading:
   (a) Series: €1,250,000,000
   (b) Tranche: €1,250,000,000
7. Issue Price: 99.596 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: 15 January 2020

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(b) Interest Commencement Date: Issue Date

1. (a) Final Maturity Date: 12 January 2027

(b) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: 12 January 2028

1. Interest Basis: 0.050 per cent. Fixed Rate from and including the Interest Commencement Date to but excluding the Final Maturity Date (further particulars specified in paragraph 17 below)

2. Redemption/Payment Basis: Redemption at par

3. 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 + 0.17 per cent. per month Floating Rate

Interest Payment Dates: Monthly, on 12th day of each month commencing on 12 February 2027 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

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Screen Rate Determination Relevant Screen Page: Reuters EURIBOR01

1. Put/Call Options: Not Applicable

2. (a) Status of the Covered Bonds: Senior
   (b) Date Board approval for issuance of Covered Bonds obtained: 24 July 2017

3. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. 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: 0.050 per cent. per annum payable annually in arrear
(b) Interest Payment Date(s): 12 January in each year, commencing on 12 January 2021 up to and including the Final Maturity Date

There will be a short first coupon in respect of if the first Interest Period, from and including the Interest Commencement Date to, but excluding, 12 January 2021 (the "First Short Coupon")

(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): €0.50 per Calculation Amount except for the First Short Coupon
(f) Broken Amount(s): €0.5 per Calculation Amount for the First Short Coupon
(g) Day Count Fraction: Actual/Actual (ICMA) (not adjusted)
(h) Determination Date(s): 12 January in each year

1. Floating Rate Covered Bond Not Applicable Provisions:

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1. Zero Coupon Covered Bond Not Applicable
   Provisions:

PROVISIONS RELATING TO REDEMPTION

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

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

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

2. New Global Covered Bond: Yes

3. Financial Centre(s): Not Applicable
4. Talons for future Coupons or Receipts No to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature):
5. 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:
6. Details relating to Instalment Covered Bonds: Not Applicable
7. Redenomination renominalisation and No to Applicable reconventioning provisions:

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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.

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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 74 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 £4,790 related to admission to trading:

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: 0.144 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.

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1. TRADABLE AMOUNTS:

So long as the Covered Bonds are represented by a Global Covered Bond and Euroclear Bank SA/NV and Clearstream Banking, S.A. 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.

1. OPERATIONAL INFORMATION:

(a) ISIN Code: XS2102283814
(b) Common Code: 210228381
(c) CFI Code: DGFXFB
(d) FISN: SANTANDER UK PL/0.05 MBS 20270112
(e) Delivery: Delivery against payment

Name and address of Initial Paying Agent(s): 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.

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Signed on behalf of the Issuer:

By: [Redacted]

Duly authorised

Signed on behalf of the LLP:

By: [Redacted]

Duly authorised

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