SANTANDER UK PLC

Prospectus • Aug 30, 2017

FINAL TERMS

PLEASE CAREFULLY READ THE RISK FACTORS IN THE BASE PROSPECTUS

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN FINANCIAL AND LEGAL ADVISORS ABOUT THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE N&C SECURITIES AND THE SUITABILITY OF AN INVESTMENT IN THE N&C SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES

30 August 2017

Santander UK plc

Issue of GBP20,000,000 Equity Index Linked Notes due December 2023

(the "N&C Securities")

under the Note, Certificate and Warrant Programme (the "Programme")

Any person making or intending to make an offer of the N&C Securities may only do so:

• in those Non-exempt Offer Jurisdictions mentioned in Paragraph 9.5 of Part B below, provided such person is a Dealer or $(i)$ Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or
• otherwise, in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to $(i)$ Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of N&C Securities in any other circumstances.

The expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive 2010/73/EU) and includes any relevant implementing measure in the relevant Member State.

PART A- CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the General Terms and Conditions of the N&C Securities (the "N&C Security Conditions" and, together with the applicable Annex(es), the "Conditions") set forth in the Base Prospectus dated 14 December 2016 and the supplements to the Base Prospectus dated 8 March 2017, 9 May 2017 and 21 August 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Terms of the N&C Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the N&C Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the websites of the Irish Stock Exchange (www.ise.ie), the Central Bank of Ireland (http://www.centralbank.ie) and the Issuer's website (http://www.santander.co.uk). The Base Prospectus is also available for viewing during normal business hours at the specified office of Citibank, N.A., London Branch acting as Principal Paying Agent and copies may be obtained from the registered office of the Issuer. In the event of any inconsistency between the Conditions and the Final Terms, these Final Terms prevail. A summary of the N&C Securities (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms.

The N&C Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, and the N&C Securities may not be offered, sold, transferred, pledged,

delivered, redeemed, directly or indirectly, at any time within the United States or to, or for the account or benefit of, or by, any U.S. Person (as defined below). Furthermore, the N&C Securities do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options thereon) subject to the U.S. Commodity Exchange Act, as amended (the "CEA"), and trading in the N&C Securities has not been approved by the U.S. Commodity Futures Trading Commission (the "CFTC") pursuant to the CEA, and no U.S. Person may at any time trade or maintain a position in the N&C Securities. For a description of the restrictions on offers and sales of N&C Securities, see "Important Notice to Purchasers and Transferees of N&C Securities" and "Subscription and Sale" in the Base Prospectus.

For the purposes of these Final Terms, "U.S. Person" means (i) a "U.S. person" as defined in Regulation S under the Securities Act ("Regulation S"), (ii) a "U.S. person" as defined in the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations promulgated by the Commodity Futures Trading Commission (the "CFTC") pursuant to the United States Commodity Exchange Act of 1936, as amended (the "CEA"), (iii) a person other than a "Non-United States person" as defined in CFTC Rule 4.7, or (iv) a "United States person" as defined in the U.S. Internal Revenue Code of 1986 and the U.S. Treasury regulations promulgated thereunder, in each case, as such definition may be amended, modified or supplemented from time to time (each such person, a "U.S. Person").

By investing in the N&C Securities each investor is deemed to represent that:

• Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the N&C $(a)$ Securities and as to whether the investment in the N&C Securities is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer or any Dealer as investment advice or as a recommendation to invest in the N&C Securities, it being understood that information and explanations related to the terms and conditions of the N&C Securities shall not be considered to be investment advice or a recommendation to invest in the N&C Securities. No communication (written or oral) received from the Issuer or any Dealer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the N&C Securities.
• Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through $(b)$ independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the N&C Securities. It is also capable of assuming, and assumes, the risks of the investment in the N&C Securities.
• Status of Parties. Neither the Issuer nor any Dealer is acting as fiduciary for or adviser to it in respect of the investment in $(c)$ the N&C Securities.]

1.	1.1	Issuer:	Santander UK plc
2.	2.1	Type of N&C Security:	Note
	2.2	Series Number:	1116
	23	Tranche Number:	1
	2.4	Date on which the N&C Securities will be consolidated and form a single Series:	Not Applicable
	2.5	Trading Method:	Nominal
	2.6	Applicable Annex(es):	Payout and Equity Index/ETF
3.		Specified Currency:	Pound Sterling ("GBP" or "£")
4.		Aggregate Nominal Amount:	ł,
	4.1	Series:	GBP20,000,000

$42$ Tranche:

$5.$ Issue Price

6.1

6.

Specified Denominations:

GBP20.000.000

100.00 per cent. of the Aggregate Nominal Amount

The Issue Price specified in paragraph above may be more than the market value of the N&C Securities as at the Issue Date, and the price, if any, at which the Dealer or any other person is willing to purchase the N&C Securities in secondary market transactions is likely to be lower than the Issue Price. In particular, the Issue Price may describe the overall proceeds received by the Issuer in connection with the issue of the N&C Securities expressed as a percentage of the Aggregate Nominal Amount. In addition to the purchase price received from the Dealer, the Issuer may receive up-front payment(s) under the hedging arrangements for the N&C Securities and secondary market prices may exclude such amounts see further Part B; item 10.10 below.

To the extent permitted by applicable law, if any fees relating to the issue and sale of the N&C Securities have been paid or are payable by the Dealer to an intermediary (which may or may not have acted as an Authorised Offeror) (an "Intermediary"), then such Intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such Intermediary, including any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC), or as otherwise may apply in any non-EEA jurisdictions.

Investors in the N&C Securities intending to invest in N&C Securities through an Intermediary (including by way of introducing broker) should request details of any such fee payment from such Intermediary before making any purchase thereof.

GBP1,000 and integral multiples of GBP1.00 in excess thereof up to and including GBP1,999. No N&C Securities in definitive form will be issued with a denomination exceeding GBP1,999.

	6.2	Calculation Amount per N&C Security:	GBP1.00
7.	7.1	Issue Date:	1 September 2017
	7.2	Interest Commencement Date (if different from the Issue Date):	Not Applicable
8.		Type of N&C Security:	Equity Index/ETF Linked N&C Security
9.	Maturity Date:		11 December 2023 (the "Scheduled Maturity Date"), subject to the provisions of the Equity Index/ETF Annex and these Final Terms
10.	Interest Basis:		Non-interest bearing N&C Security

11.	Redemption / Payment Basis:	Variable Redemption N&C Security
12.	Change of Interest Basis:	Not Applicable
13.	Put/Call Options:	Not Applicable
14.	Status of N&C Securities: 14.1	Senior
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate N&C Security Provisions	Not Applicable
16.	Floating Rate N&C Security Provisions	Not Applicable
17.	Zero Coupon N&C Security Provisions	Not Applicable
18.	Other Variable Interest Rate N&C Security Provisions	Not Applicable
19.	Interest provisions in respect of Partial Redemption N&C Securities:	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call	Not Applicable
21.	Issuer Regulatory Call	Not Applicable
22.	Notice periods for Issuer Illegality Call, Issuer Regulatory Call and Issuer Tax Call	Not Applicable
	Maximum period: 22.1	Not Applicable
	Minimum period: 22.2	Not Applicable
23.	Investor Put:	Not Applicable
24.	Final Redemption Amount:	Subject to any prior purchase and cancellation or early redemption, each N&C Security will be redeemed on the Maturity Date at an amount in GBP determined by the Calculation Agent in accordance with the methodology as set out below:
		(1) If Asset Final is greater than or equal to Asset Initial:
		Calculation Amount * 122.00 per cent.
		(2) If Asset Final is less than Asset Initial:
		Calculation Amount * 102.50 per cent.
		For these purposes:

"Asset" means the FTSE 100 Index (Bloomberg Screen UKX

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"Asset Final" means the Average Level.

"Asset Final Performance" means the Final Performance of the Asset.

"Asset Initial" means the Asset Level on the Initial Valuation Date,

"Asset Level" means the Closing Level of the relevant Asset.

"Average Level" means the arithmetic average of each Closing Level observed by the Calculation Agent on each Averaging Date.

"Averaging Date" means each Scheduled Observation Date from (and including) 5 June 2023 and to (and including) 4 December 2023.

"Closing Level" means the Closing Level (as defined in the Equity Index/ETF Linked Conditions).

100 per cent. per Calculation Amount

25. Early Redemption

• 25.1 Early Redemption events:
• Applicable Issuer Illegality Call: $(a)$
• Applicable Issuer Tax Call: $(b)$
• Events of Default: Applicable 25,2
• Early Redemption Amount payable on 25.3 redemption for illegality (N&C Security Condition 6.4 (Redemption for illegality)), Regulatory Redemption Event (N&C Condition 6.5 (Regulatory Security Redemption Event)), redemption for tax reasons (N&C Security Condition 6.6 (Redemption for tax reasons)), on an Event of Default (N&C Security Condition 9 (Events of Default)) or in any other circumstances specified in the N&C Security Conditions and/or the relevant Annex:

Automatic Early Redemption Event(s): 26.

$(b)$

27.

Key Dates relating to Variable Interest Rate N&C Securities and/or Variable Redemption N&C Securities

26 July 2017 Trade Date: $(a)$ Not Applicable

Valuation Date(s):

Not Applicable

	(c)	Initial Valuation Date:	11 December 2017
	(d)	Scheduled Observation Date(s):	Scheduled Trading Day, as defined in section 29.9 below
	(e)	Calculation Date(s):	Not Applicable
	$\circ$	Observation Period:	Not Applicable
	(g)	Averaging Dates:	Averaging applies to the N&C Securities. The Averaging Dates are each Scheduled Observation Date from (and including) 5 June 2023 and to (and including) 4 December 2023.
			In the event that an Averaging Date is a Disrupted Day Omission will apply.
	(h)	Final Valuation Date:	Not Applicable
	(i)	of Specified Maximum Days Disruption:	See Equity Index/ETF Linked Condition 9
N&C Securities		Additional provisions relating to Equity Linked	Not Applicable
	Linked N&C Securities	Additional provisions relating to Equity Index/ETF	Applicable
29.1		Whether the N&C Securities relate to single index or ETF or a basket containing one or more indices or ETFS and the identity of each relevant Index/ETF:	Single index
29.2	Equity Index:		Applicable
			FTSE 100 Index (a)
			The relevant Index Sponsor is FTSE International Limited (b)
			Bloomberg Screen: UKX $\backslash left(\; c\backslash right)$
29.3		Exchange Traded Fund:	Not Applicable
29.4		Index / ETF Level:	Closing Level
29.5	Exchange(s)		The relevant Exchange is the London Stock Exchange
29.6		Related Exchange:	All Exchanges
29.7	Relevant Time:		Scheduled Closing Time
29.8		Exchange Business Day:	Exchange Business Day (Single Index Basis)
29.9		Scheduled Trading Day.	Scheduled Trading Day (Single Index Basis)
29.10		Additional Disruption Events:	Applicable

28.

29.

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Elected Events Only: Applicable $(a)$

The following Additional Disruption Events apply to $(b)$ the N&C Securities: Change in Law 2 and Hedging Disruption

• 29.11 Equity Index/ETF Linked Condition 4(b)(C) (Modification and Cessation of Calculation of an Index):
• Applicable 29.12 Index/ETF Linked Condition Equity 7(a)(ii)(B) (Additional Disruption Events):
• Not Applicable 30. Additional provisions relating to Inflation Index Linked N&C Securities
• Additional provisions relating to Property Index Not Applicable 31. Linked N&C Securities
• Additional provisions relating to Fixed Income Not Applicable 32. Benchmark N&C Securities
• relating Partial Not Applicable 33. Redemption provisions to Redemption N&C Securities:

GENERAL PROVISIONS APPLICABLE TO THE N&C SECURITIES

Form of N&C Securities: 34.

$34.1$ Bearer N&C Securities: Form: Global N&C Security Temporary Bearer exchangeable for a Permanent Bearer Global N&C Security which is exchangeable for definitive Bearer N&C only upon an Exchange Event. $No$ 34.2 New Global Note: London Additional Financial Centre(s):

Following

Rounded down

2 Triton Square Regent's Place London NW1 3AN United Kingdom

Abbey National Treasury Services plc

The N&C Securities shall be treated as Specified Securities (as defined in the Base Prospectus) for the purpose of Section

871(m) of the U.S. Internal Revenue Code of 1986.

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Talons for future Coupons to be attached to Definitive 37. Bearer N&C Securities:

1. Rounding Convention:

Payment Day Convention:

1. Calculation Agent:

35.

36.

1. Specified Securities:

2. Applicable

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RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. The Issuer confirms that such information has been accurately reproduced and that, so far as they are aware and is/are able to ascertain from information published by Bloomberg^®, no facts have been omitted which would render the reproduced information inaccurate or misleading.

l.

Signed on behalf of the Issuer:

Mic By: $\ldots$

Duly authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING 1.

1.1	Listing and admission to trading:	Application is expected to be made by the Issuer (or on its behalf) for the N&C Securities to be admitted to the Official List of the Irish Stock Exchange and trading on its regulated market with effect from the Issue Date
RATINGS
2.1	Ratings:	None. Please note that as at the Issue Date it is not intended that this specific Series of N&C Securities will be rated.

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

Save for any fees payable to the Dealer and any Authorised Offeror, so far as the Issuer is aware, no person involved in the issue of the N&C Securities has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 4.

4.1	Reasons for the offer:	General corporate purposes
4.2	Estimated net proceeds:	Not Applicable
4.3	Estimated total expenses:	Not Applicable
----- -

5. YIELD-

$2.$

Indication of yield:

Not Applicable

HISTORIC RATES OF INTEREST 6.

Not Applicable

PERFORMANCE OF FTSE 100 INDEX, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND 7. OTHER INFORMATION CONCERNING FTSE 100 INDEX

Exposure to the FTSE 100 Index (the "Index")

The amount N&C Securityholders will receive on redemption of the N&C Securities is calculated by reference to, and therefore dependent on, the performance of the Index.

Performance of the Index and Effect on Value of Investment

The Final Redemption Amount per Calculation Amount will be calculated in accordance with the provisions of paragraph 23 of Part A to these Final Terms. Defined terms used in the following illustrations have the meaning ascribed in Part A to these Final Terms.

The following table sets out illustrative values of the Final Redemption Amount per Calculation Amount assuming different values for the Asset Final, as a percentage of Asset Initial. J

Asset Final as a % of Asset Initial	Final Redemption Amount per Calculation Amount
200%	£1.22

150%	£1.22
100%	$\epsilon$ £1.22
90%	$\pounds1.025$
$75\%$	£1.025
60%	$\pounds1.025$
$50\%$	$\pounds1.025$
40%	£1.025
$25\%$	£1.025
10%	£1.025
$0\%$	£1.025

In a worst case scenario, the Final Redemption Amount per Calculation Amount would be £1.025

Information in relation to the Index

The information included herein with respect to the Index consists only of extracts from, or summaries of, publicly available information. The Issuer accepts responsibility that such information has been correctly extracted or summarised. No further or other responsibility is accepted by the Issuer. In particular, the Issuer does not accept responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Index or that there has not occurred any event which would affect the accuracy or completeness of such information.

The FTSE 100 Index is a market-capitalisation weighted index of the 100 most highly capitalised companies traded on the London Stock Exchange. The equities use an investibility weighting in the index calculation. The Index was developed with a base level of 100 as of 3 January 1984.

The official closing level of the FTSE 100 Index is published on Bloomberg Screen UKX . The description of the Index has been extracted from the Bloomberg Service. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published on Bloomberg service, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Information on past performance and volatility of the Index can be obtained from various internationally recognised published or electronically displayed sources, for example Bloomberg Screen UKX (or any successor service or page). The Issuer does not intend to provide any post issuance information, except if required by any applicable laws and regulations.

The value of the N&C Securities is dependent on a number of factors, including but not limited to, the level of the Index.

The Issuer does not intend to provide post-issuance information.

OPERATIONAL INFORMATION 8.

8.1	ISIN:	XS1656513832
8.2	Common Code.	165651383

Any clearing system(s) other than Euroclear Not Applicable 8.3

		and Clearstream, Luxembourg and the relevant identification number(s):
8.4	Delivery:		Delivery free of payment
8.5		Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
8.6	13 (Notices):	Deemed delivery of clearing system notice for the purposes of N&C Security Condition	Any notice delivered to Securityholders through the clearing system will be deemed to have been given on the second business day after the day on which it was given to Euroclear and Clearstream, Luxembourg.
87		Intended to be held in a manner which would allow Eurosystem eligibility:	No
8.8		Governing law:	English
	DISTRIBUTION
9.1		Method of distribution:	Non-syndicated
9.2	(i)	If syndicated, names of Managers	Not Applicable
9.3		If non-syndicated, name and address of relevant Dealer:	Abbey National Treasury Services plc 2 Triton Square Regent's Place London NW1 3AN United Kingdom
9.4		U.S. Selling Restrictions:	The N&C Securities are only for offer and sale outside the United States in offshore transactions to non-U.S. Persons in reliance on Regulation S under the Securities Act and may not be offered, sold, transferred, pledged, delivered, redeemed, directly or indirectly, at any time within the United States or to, or for the account or benefit of, or by, any U.S. Person.
			Each initial purchaser of the N&C Securities and each subsequent purchaser or transferee of the N&C Securities shall be deemed to have agreed with the Issuer or the seller of such Securities that (i) it will not at any time offer, sell, resell or deliver, directly or indirectly, such Securities so purchased in the United States or to, or for the account or benefit of, any U.S. Person or to others for offer, sale, resale or delivery, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person and (ii) it is not purchasing any Securities for the account or benefit of any U.S. Person.
			Reg. S Compliance Category 2; TEFRA D
9.5	$\alpha$	Non-exempt Offer:	Applicable
	(b)	Non-exempt Offer Jurisdiction:	The United Kingdom
	(c)	Offer Period	From (and including) 9:00 a.m. (London time) on 25 September 2017 to (and including) 5:00 p.m. (London time) on 19

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November 2017.

(d)	Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it:	Santander UK plc 2 Triton Square Regent's Place London NW1 3AN
(e)	General Consent:	Not Applicable
(f)	Other Authorised Offeror Terms:	Not Applicable

TERMS AND CONDITIONS OF THE OFFER** 10.

Applicable. The Authorised Offeror will manage a plan (the "Plan"), which, will be offered to the public in the Nonexempt Offer Jurisdiction in accordance with the arrangements listed below. The Authorised Offeror has selected the N&C Securities as one of the primary qualifying securities into which the Authorised Offeror will invest on behalf of investors in the Plan. The proceeds invested by investors in the Plan will be used by the Authorised Offeror to purchase the N&C Securities. It is understood that the performance of the Plan will be related to the performance of the N&C Securities throughout the term of the N&C Securities. Accordingly, the amounts payable by the Authorised Offeror on the retirement of the Plan are linked to the amounts paid by the Issuer pursuant to the terms and conditions of the N&C Securities.

The N&C Securities will be offered to the public in each Non-exempt Offer Jurisdiction in accordance with the arrangements listed below.

10.1	Offer Price:	A prospective investor in the Plan should contact the Authorised Offeror for details of the Offer Price.
		If any fees relating to the issue and sale of these N&C Securities have been paid or are payable by the Dealer to an intermediary, then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (2004/39/EC), or as otherwise may apply in any non-EEA jurisdictions. Potential investors in these N&C Securities intending to purchase N&C Securities through an intermediary (including by way of introducing broker) should request details of any such fee payment from such intermediary before making any purchase hereof.
10.2	Conditions to which the offer is subject:	Offers of the N&C Securities are subject to the distribution arrangements in place between the Dealer and the Authorised Offeror. The Issuer reserves the right, in its absolute discretion, to cancel the offer, to end the Offer Period early and/or to extend the Offer Period. Information regarding any such cancellation, early termination or extension of the Offer Period will be made

available both on the website of the Irish Stock Exchange website Issuer's the (www.ise.ie) and on http://www.santander.co.uk/uk/about-santander-uk/investorrelations/abbey-ornnibus-

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For a further description of the offer of an interest in the N&C Securities pursuant to the Plan by the Authorised Offeror to its customers, see Paragraph 10.4 of Part B to these Final Terms below.

Any offer of the Plan or of the N&C Securities comprised therein by the Authorised Offeror will be made in its own name and on its own behalf and not as an agent of the Issuer or the Dealer and only the Authorised Offeror will be liable for the offer in the Non-exempt Offer Jurisdiction. None of the Issuer or Dealer accepts any liability for the offer or sale by the Authorised Offeror of an investment in the Plan to investors in the Nonexempt Offer Jurisdiction.

A prospective investor in the Plan should contact the Authorised Offeror for details of the application process in order to purchase an interest in the Plan during the Offer Period. A prospective investor in the Plan will invest in accordance with the arrangements existing between the Authorised Offeror and its customers relating to the subscription of securities generally. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer related to the subscription for the N&C Securities. If an investor in any jurisdiction other than the Non-exempt Offer Jurisdiction wishes to purchase N&C Securities or to make an investment in the Plan, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for more information.

These Final Terms may only be used in connection with and within the terms of this offer. It does not authorise, and may not be used by the Authorised Offeror or any other party in connection with, the subsequent offer or sale of any N&C Securities outside the terms of the offer or the Offer Period.

With the exception of the Non-exempt Offer Jurisdiction, no action has been or will be taken in any jurisdiction, by the Issuer or the Dealer that would permit a public offering of the N&C Securities, or possession or distribution of any offering material in connection with the issue of the N&C Securities, in any country or jurisdiction where action for that purpose is required. The Authorised Offeror must comply with all applicable laws and regulations of the Non-exempt Offer Jurisdiction in

10.3 Description of the application process:

connection with the offer and sale of N&C Securities at its own expense.

A prospective investor should contact the Authorised Offeror for

details of any minimum and/or maximum amount of the

A prospective investor in the Plan should contact the Authorised

Offeror for details regarding the possibility to reduce their

subscriptions during the Offer Period and the manner for

See also paragraph 10.1 above of Part B to these Final Terms.

A prospective investor in the Plan should contact the Authorised

Offeror for details of the method and time limits for paying up

The total aggregate nominal amount of N&C Securities (the

"Final Aggregate Nominal Amount") that are going to be

subscribed during the Offer Period will be made available both on the website of the Irish Stock Exchange (www.ise.ie) and on the Issuer's website and the Final Aggregate Nominal Amount will be made available both on the website of the Irish Stock Exchange (www.ise.ie) and on the Issuer's website http://www.santander.co.uk/uk/about-santander-uk/investor-

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individual applications for an interest in the Plan.

refunding any excess amount paid.

and delivering an interest in the Plan.

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• 10.4 Details of the minimum and/or maximum amount of application:
• Description of possibility to reduce $10.5$ subscriptions and manner for refunding excess amount paid by applicants:
• Details of the method and time limits for 10.6 paying up and delivering the N&C Securities:
• 10.7 Manner in and date on which results of the offer are to be made public:

Procedure for exercise of any right of pre-10.8 emption, negotiability of subscription rights and treatment of subscription rights not exercised:

Whether tranche(s) have been reserved for 10.9 certain countries:

A prospective investor in the Plan should contact the Authorised Offeror for details of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised.

The Plan will be offered to potential investors in the Non-exempt Offer Jurisdiction by the Authorised Offeror. It is not contemplated that the N&C Securities will be directly offered to the public in any jurisdiction.

Offers may only be made by the Authorised Offeror in the Nonexempt Offer Jurisdiction during the Offer Period as authorised to do so by the Dealer. No other offer or solicitation in respect of the N&C Securities shall be made by the Authorised Offeror except pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus (a) in any other EEA country or (b) after the Offer Period has ended. If a prospective investor is offered the N&C

Securities by any other party, the investor should be aware that none of the Issuer or the Dealer will be responsible for the Prospectus for the purposes of the relevant securities laws in the context of the offer of the N&C Securities to the public. If an investor is in any doubt about whether it can rely on the Prospectus, these Final Terms and/or who is responsible for its contents, they should seek legal advice.

Indication of the expected price at which the 10.10 N&C Securities will be offered or the method of determining the price and the process for its disclosure:

The Issuer has offered and will sell the N&C Securities to the Dealer (and no one else) at the price of 100.00 per cent. The Dealer will, in relation to each N&C Security issued, offer and sell the N&C Securities to the Authorised Offeror at the price of 100.00 per cent. of the Issue Price.

The Authorised Offeror will offer and sell their Plan to their customers in accordance with the arrangements in place between the Authorised Offeror and its customers by reference to the Offer Price and the market conditions prevailing at the time.

• Prospective Securityholders will be notified by the Authorised Process for notification to applicants of the 10.11 Offeror in accordance with the arrangements in place between amount allotted and the indication whether dealing may begin before notification is the Authorised Offeror and its customers. For the avoidance of doubt, no dealings in the N&C Securities may take place prior to made: the Issue Date.
• A prospective investor in the Plan should contact the Authorised Amount of any expenses and taxes 10.12 Offeror for details of any expenses and taxes that would be specifically charged to the subscriber or specifically charged in relation to any subscription of an interest purchaser: in the Plan.
• Name(s) and address(es), to the extent Santander UK plc 10.13 2 Triton Square known to the Issuer, of the placers in the various countries where the offer takes Regent's Place London NW1 3AN place.

The Issuer is only offering to and selling to the Dealer(s) pursuant to and in accordance with the terms of the Programme Agreement. All sales to persons other than the Dealer(s) will be made by the Dealer(s) or persons to whom they sell, and/or otherwise make arrangements with, including the Authorised Offeror(s). The Issuer shall not be liable for any offers, sales or purchases of N&C Securities to persons (other than in respect of offers and sales to, and purchases of, N&C Securities by the Dealer(s) and only then pursuant to the Programme Agreement, which are made by the Dealer(s) or Authorised Offeror(s) in accordance with the arrangements in place between any such Dealer or the Authorised Offeror and its customers.

The Dealer(s) has acknowledged and agreed, and any Authorised Offeror will be required by the Dealer(s) to acknowledge and agree, that for the purpose of offer(s) of the N&C Securities, the Issuer has passported the Base Prospectus in the Non-exempt Offer Jurisdiction and will not passport the Base Prospectus into any other European Economic Area Member State; accordingly, the N&C Securities may only be publicly offered in Non-exempt Offer Jurisdiction or offered to Qualified Investors (as defined in the Prospectus Directive) in any other European Economic Area Member States and that all offers of N&C Securities by it will be made only in accordance with the selling restrictions set forth in the Base Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations.

SUMMARY OF THE N&C SECURITIES

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections $A - E(A)$ . $- E.$ 7). This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable.

SECTION A - INTRODUCTION AND WARNINGS

Element
A.1	This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in any Securities should be based on a consideration of this Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. Civil liability attaches to the Issuer in any such Member State solely on the basis of this summary, including any translation of it, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Securities.
A.2	Certain Tranches of Securities with a denomination of less than €100,000 (or its equivalent in any other currency) may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".
	Consent: Subject to the conditions set out below, the Issuer consents to the use of this Base Prospectus in connection with a Non-exempt Offer of Securities by the Dealer and Santander UK plc (the "Authorised Offeror").
	Consent period: The Issuer's consent referred to above is given for Non-exempt Offers of Securities during the period beginning on the start date of the relevant Offer Period and ending on the earliest of (i) the end date of the relevant Offer Period, (ii) the date occurring 12 months after the date of the Base Prospectus or (iii) in the event that the Base Prospectus is superseded by a base prospectus of the Issuer which is approved and published by the Issuer during the Offer Period (a "New Base Prospectus") and the Issuer has amended, restated and issued the applicable Final Terms pursuant to the New Base Prospectus, the date on which such amended and restated Final Terms are published (the "Consent Period").
	Offer period: The offer period is from (and including) 9.00am (London time) on 25 September 2017 to (and including) 5.00pm (London time) on 19 November 2017 (the "Offer Period").
	Conditions to consent: The conditions to the Issuer's consent (in addition to the conditions referred to above) are that such consent (a) is only valid during the Consent Period and (b) only extends to the use of this Base Prospectus to make Non- exempt Offers of the relevant Tranche of Securities in the United Kingdom.
	AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION WILL BE PROVIDED RY THE AUTHORISED OFFEROR.

SECTION B - ISSUER

$\mathcal{L}_{\mathcal{A}}$ $\hat{\mathcal{A}}$

$\mathbb{R}^2$

$\sim$

í.

Element
B.1	Legal and commercial name of the Issuer Santander UK plc
B.2	Domicile / legal form / legislation / country of incorporation The Issuer is a public limited company incorporated and domiciled in England and Wales, registered under the Companies Act 1985.
B.4b	Trend information
	Despite recent improvements in certain segments of the global economy, uncertainties remain concerning the future economic environment. Uncertainty surrounding future economic developments of the Eurozone remains an issue and interest rate differentials among Eurozone countries still indicate continued doubts about some governments' ability to fund themselves sustainably and affect borrowing rates in those economies.
	The global credit market conditions have suffered from the general lack of liquidity in the secondary market for many types of instruments which may include instruments similar to the Securities.
	The Group faces substantial competition in all parts of its business. The market for UK financial services is highly competitive and the recent financial crisis continues to reshape the banking landscape in the UK.
	Financial services providers face increasingly stringent and costly regulatory and supervisory requirements, particularly in the areas of regulatory capital and liquidity management, the conduct of business, the structure of operations and the integrity of financial services delivery. Increased government intervention and control over financial institutions, together with measures to reduce systemic risk, may significantly impact the competitive landscape.
B.5	Description of the Group Abbey National Treasury Services plc ("ANTS") and its subsidiaries comprise ANTS's immediate group (the "ANTS Group"). ANTS is a direct wholly owned subsidiary of Santander UK plc and, along with Santander UK plc.'s other subsidiaries, forms part of the Santander UK group (the "Santander UK Group"). Santander UK plc ("Santander UK") is a wholly owned subsidiary of Santander UK Group Holdings plc which is a subsidiary of Banco Santander, S.A. which is the ultimate parent company. Banco Santander, S.A. and its subsidiary Santusa Holding, S.L. together hold the entire issued share capital of Santander UK Group Holdings plc. Santander UK and its subsidiaries, along with the other subsidiaries of Banco Santander, S.A., form part of the Banco Santander S.A. group (the "Santander Group").
B.9	Profit forecast or estimate Not Applicable - No profit forecasts or estimates have been made in the Base Prospectus.
B.10	Audit report qualifications Not Applicable - No qualifications are contained in any audit report included in the Base Prospectus.
	Selected historical key financial information B.12
	The audited consolidated balance sheet as at 31 December 2015 and 31 December 2016 and audited consolidated income statement for each of the years ended 31 December 2015 and 31 December 2016 have been extracted without any adjustment from, and should be read in conjunction with, the Santander UK plc's consolidated financial statements in respect of those dates and periods.
	The unaudited summary of segmental balance sheet assets and liabilities as of 30 June 2017 and 31 December 2016 and unaudited summarised consolidated income statement for the six months ended 30 June 2017 and 30 June 2016 have been extracted without any adjustment from the unaudited quarterly management statement for the six months ended 30 June

2017 of Santander UK Group Holdings plc (the Quarterly Management Statement), the immediate parent company of the
Guarantor.
Consolidated balance sheet (extract for Santander UK plc Annual Report for the year ended 31 December 2016):
	31 December 2016	31 December 2015
	£m	$\mathbf{f}_{\mathbf{m}}$
Assets	17,107	16,842
Cash and balances at central banks Trading assets	30,035	23,961
Derivative financial instruments	25,471	20,911
Financial assets designated at fair value	2,140	2,398
Loans and advances to banks	4,348	3,548
Loans and advances to customers	199,738	198,045
Loans and receivables securities	257	52
Available-for-sale securities	10,561	9,012
Held-to-maturity investments	6,648 1,098	781
Macro hedge of interest rate risk	61	48
Interests in other entities Intangible assets	2,316	2,231
Property, plant and equipment	1,491	1,597
Current tax assets		49
Retirement benefit assets	398	556
Other assets	1,473	1,375
Total assets	303,142	281,406
Liabilities
Deposits by banks	9,769	8,278
Deposits by customers	177,172	164,074
Trading liabilities	15,560	12,722
Derivative financial instruments	23,103	21,508 2,016
Financial liabilities designated at fair value	2,440	49,615
Debt securities in issue	50,346 4,303	3,885
Subordinated liabilities	350	110
Macro hedge of interest rate risk	2,871	2,335
Other liabilities Provisions	700	870
Current tax liabilities	54
Deferred tax liabilities	128	223
Retirement benefit obligations	262	110
Total liabilities	287,058	265,747
Equity
Share capital and other equity instruments	4,904	4,911
Share premium	5,620	5,620
Retained earnings	4,886	4,679
Other reserves	524	314
Total shareholders' equity	15,934	15,524
Non-controlling interests	150	135
Total equity	16,084	15,659
Total liabilities and equity	303,142	281,406
Summary of segmental balance sheet assets and liabilities (extracted from the Quarterly Management Statement)	30 June 2017	31 December 2016
	£bn	£bn
Customer loans
Retail Banking	168.2	168.6
Commercial Banking	19.6	19,4
Global Corporate Banking	6.5	5.7
Corporate Centre	6.0	6.5
Total customer loans	200.3	200.2
Other assets	104.6	102.9
Total assets	304.9	303.1
Customer Deposits
Retail Banking	148.7	148.1
Commercial Banking	18.1	17.2
Global Corporate Banking	4.4	4.1
Corporate Centre	3.2	3.0 2

$\bar{\mathcal{A}}$

	Total Customer Deposits	174.4	172.4
	Medium Term Funding 1	41.9	46.1
		71.7	68.5
	Other Liabilities
		288.0	287.0
	Total Liabilities
	Shareholders' equity 2	16.7	15.9
	Non-controlling interests	0.2	0.2
	Total Liabilities and equity	304.9	303.1
	1. Medium Term Funding includes downstreamed funding, in the form of loans that rank pari passu with existing senior unsecured liabilities, from Santander
	UK Group Holdings plc.
	2. We have elected to early apply the IFRS 9 requirement for the presentation of gains and losses on financial liabilities relating to own credit in other comprehensive income from 1 January 2017. The cumulative own credit adjustment component of the cumulative fair value adjustment on financial liabilities
	designated at fair value through profit or loss has been included in opening retained earnings. Comparatives have not been restated. We have not adopted the
	other requirements in IFRS 9.
	Consolidated income statement (extract for Santander UK plc Annual Report for the year ended 31 December 2016):
		31 December 2016	31 December 2015
		£m	$\pmb{m}$
	Interest and similar income	6,467	6,695
		(2,885)	(3, 120)
	Interest expense and similar charges		3,575
	Net interest income	3,582
	Fee and commission income	1,188	1,115
	Fee and commission expense	(418)	(400)
		770	715
	Net fee and commission income
	Net trading and other income	443	283
	Total operating income	4,795	4,573
	Operating expenses before impairment losses, provisions and charges	(2, 414)	(2,400)
		(67)	(66)
	Impairment losses on loans and advances
	Provisions for other liabilities and charges	(397)	(762)
	Total operating impairment losses, provisions and charges	(464)	(828)
	Profit before tax	1,917	1,345
		(598)	(381)
	Tax on profit		964
	Profit after tax for the year	1,319
	Attributable to:
	Equity holders of the parent	1,292	939
	Non-controlling interests	27	25
	Summarised consolidated income statement (extracted from the Quarterly Management Statement)
		30 June 2017	30 June 2016
		£m	£m
	Net interest income	1,922	1,773
	Non-interest income 1	591	671
		2,513	2,444
	Total operating income
	Operating expenses before impairment losses, provisions and charges	(1,215)	(1,205)
		(48)	(63)
	Impairment losses on loans and advances
	Provisions for other liabilities and charges	(186)	(97)
	Total operating impairment losses, provisions and charges	(234)	(160)
	Profit before tax	1,064	1,079
	Tax on profit	(323)	(307)
		741	772
	Profit after tax for the period
	1 Comprised of 'Net fee and commission income' and 'Net trading and other income'.
	Statements of no significant or material adverse change
	There has been no significant change in the financial position of the Santander UK Group (including Santander UK plc)
	since 30 June 2017 and there has been no material adverse change in the prospects of Santander UK plc since
	31 December 2016.
B.13	Events impacting the Issuer's solvency

$\bar{z}$

	Not Applicable - There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency.
B.14	Dependence upon other group entities ANTS has given a full and unconditional guarantee in respect of the unsubordinated liabilities, which are not debt securities, of Santander UK, incurred on or before 31 December 2018 under a deed poll guarantee entered into by ANTS on 11 May 2017. Santander UK does not rely on a guarantee from Banco Santander, S.A. or any other member of the Santander Group to generate funding or liquidity. Similarly, Santander UK does not raise funds to finance or guarantee the debts of other members of the Santander Group. See further Element B.5 above.
B.15	Principal activities
	Santander UK's business divisions consist of Retail Banking, Commercial Banking, Global Corporate Banking and Corporate Centre.
	Retail Banking
	Retail Banking offers a wide range of products and financial services to individuals and small businesses (with less than two directors, owners or partners), through a network of branches and ATMs, as well as through telephone, digital, mobile and intermediary channels. Retail Banking also includes Santander Consumer Finance, predominantly a vehicle finance business. Santander UK's main products are residential mortgage loans, savings and current accounts, credit cards (excluding the co-branded cards business) and personal loans as well as insurance policies.
	Commercial Banking
	Commercial Banking offers a wide range of products and financial services to customers through a network of regional Corporate Business Centres ("CBCs") and through telephony and digital channels. The management of Santander UK's customers is organised according to their annual turnover (£250,000 to £50m for SME's, and £50m to £500m for mid corporates), enabling Santander UK to offer a differentiated service to SMEs and mid corporate customers. Commercial Banking products and services includes loans, bank accounts, deposits, treasury services, invoice discounting, cash transmission, trade finance and asset finance. Commercial Banking also includes specialist commercial real estate and Social Housing lending businesses.
	Global Corporate Banking
	Global Corporate Banking (formerly known as Corporate & Institutional Banking) services corporate clients and financial institutions that, because of their size, complexity or sophistication, require specially-tailored services or value-added wholesale products. It offers risk management and other value-added financial services to large corporates with a turnover above £500m per annum, and financial institutions, as well as to the rest of Santander UK's businesses. The main businesses areas include: working capital management (trade and export finance and cash management), financing (Debt Capital Markets, and corporate and specialised lending) and risk management (foreign exchange, rates and liability management). As part of a rebrand across the Santander Group, Corporate & Institutional Banking (the UK segment of Santander Global Corporate Banking) has been branded as Global Corporate Banking, to reflect the build out of a corporate client franchise, and the refinement of the customer centred strategy.
	Corporate Centre
	Corporate Centre predominately consists of the non-core corporate and treasury legacy portfolios. Corporate Centre is also responsible for managing capital and funding, balance sheet composition and structure and strategic liquidity risk. The non- core corporate and treasury legacy portfolios include aviation, shipping, infrastructure, commercial mortgages, Social Housing loans and structured credit assets, all of which are being run-down and/or managed for value. In addition, the co- brand credit cards business sold in 2013 was managed in Corporate Centre prior to its sale and presented as discontinued operations.
B.16	Controlling shareholders

$\bar{1}$

	As at the date of this Base Prospectus, Santander UK is a wholly owned subsidiary of Santander UK Group Holdings Limited, which is a subsidiary of Banco Santander, S.A. Banco Santander, S.A. and its subsidiary Santusa Holding, S.L. together hold the entire issued share capital of Santander UK Group Holdings Limited.
B.17	Credit ratings
	The long-term debt of Santander UK has been rated A (negative outlook) by Standard & Poor's Credit Market Services Europe Limited ("S&P"), Aa3 (stable outlook) by Moody's Investors Service Ltd ("Moody's") and A (stable outlook) by Fitch Ratings Ltd. ("Fitch") and the short-term debt of Santander UK has been rated A-1 by S&P, P-1 by Moody's and F1 by Fitch.
	As at the Issue Date it is not intended that the Securities will be rated.
	A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

$\mathcal{A}^{\mathcal{A}}$

Element
C.1	Type and class of the Securities
	Title of Securities:	GBP20,000,000 Equity Index Linked Notes due December 2023.
	Series Number:	1116
	Tranche Number	1
	ISIN Code:	XS1656513832
	Common Code:	165651383
C.2	Currency of the Securities
	Pound Sterling ("GBP" or "£")
C.5	Restrictions on free transferability
		The Securities may not be transferred prior to the Issue Date. Selling restrictions apply to offers, sales or transfers of the
		Securities under the applicable laws in various jurisdictions. A purchaser of the Securities is required to make certain
		agreements and representations as a condition to purchasing the Securities.
		The minimum denominations of each N&C Security is £1,000.
C.8		Description of the rights attaching to the Securities Status: The Securities constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank
		pari passu without preference amongst themselves and, subject to any applicable statutory provisions or judicial order, at
		least equally with all other present and future direct, unconditional, unsecured and unsubordinated obligations of the Issuer.
		Negative pledge: The Securities do not have the benefit of a negative pledge or cross-default provisions (in respect of
	events of detault).
		Deed of covenant: The Securities have the benefit of a deed of covenant dated on or around 14 December 2016.
		Taxation: All payments in respect of the Securities will be made without deduction for or on account of withholding taxes
		imposed by any tax jurisdiction unless such deduction is required by law. In the event that any such deduction is required,
		the Issuer will not be required to pay any additional amounts to cover the amounts so deducted. Further, all payments in
		respect of the Securities will be made subject to any withholding or deduction required pursuant to fiscal and other laws, as
		provided in Condition 5.5(B) of the General Terms and Conditions of the N&C Securities, and Condition 8.3 of the General

SECTION C-SECURITIES

٦

	Terms and Conditions of the Warrants.
	Governing law: English law.	Events of Default: This includes non-payment, non-performance or non-observance of the Issuer's obligations in respect of the Securities and also the insolvency or winding up of the Issuer. An event of default will only be treated as such if at least 25% of the Securityholders in nominal amount or number of units, as applicable, have requested this.
C.9
	Payment Features
	Issue Price:	100.00 per cent of the Aggregate Nominal Amount
	Issue Date:	1 September 2017
	Calculation Amount:	GBP1.00
	Maturity Date / Settlement Date:	11 December 2023, subject to adjustment
	Early Redemption Amount / Early Cancellation Amount:	The fair market value of the N&C Securities less associated costs
	provided below:	N&C Securities - Subject to any prior purchase and cancellation or early redemption, each N&C Security will be redeemed on the Maturity Date at an amount in GBP determined by the Calculation Agent in accordance with the methodology
	(1)	If Asset Final is greater than or equal to Asset Initial:
		Calculation Amount * 122.00 per cent.
	(2)	If Asset Final is less than Asset Initial:
		Calculation Amount * 102.50 per cent.
	For these purposes:
	"Asset" means the FTSE 100 Index (Bloomberg Screen UKX page).
	"Asset Final" means the Average Level.
		"Asset Initial" means the Asset Level on the Initial Valuation Date.
		"Asset Level" means the Closing Level of the relevant Asset.
	"Average Level" means the arithmetic average of each Closing Level observed by the Calculation Agent on each Averaging Date.
	"Averaging Date" means each Scheduled Observation Date from (and including) 5 June 2023 and to (and including) 4 December 2023.
		"Closing Level" means the Closing Level (as defined in the Equity Index/ETF Linked Conditions).
	"Initial Valuation Date" means 11 December 2017.

$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$

	Annex.	"Scheduled Observation Date" means Scheduled Trading Day (Single Index Basis), as defined in Equity Index/ETF
	Securities being terminated early at an early redemption or cancellation amount.	The above provisions are subject to adjustment as provided in the conditions of the Securities to take into account events in relation to the Asset(s) or the Securities. This may lead to adjustments being made to the Securities or in some cases the
C.10	Derivative component on interest
	Not Applicable -- The N&C Securities do not have a derivative component in the interest payment.
C.11	Listing and Admission to trading
	trading on the Regulated Market of the Irish Stock Exchange.	Application for Securities has been made for listing on the Official List of the Irish Stock Exchange and for admission to
C.15	Description of how the value of the Securities is affected by the value of the underlying Asset
	values for the Asset Final, as a percentage of Asset Initial.	The following table sets out illustrative values of the Final Redemption Amount per Calculation Amount assuming different
	Asset Final as a % of Asset Initial	Final Redemption Amount per Calculation Amount
	200%	£1.22
	150%	£1.22
	100%	£1,22
	90%	£1.025
	75%	£1.025
	60%	£1.025
	50%	£1.025
	40%	£1.025
	25%	£1.025
	10%	£1.025
	$0\%$	£1.025
	In a worst case scenario, the Final Redemption Amount per Calculation Amount would be £1.025
C.16	Expiration Date or Maturity Date of the Securities
	The Maturity Date of the Securities is 11 December 2023, subject to adjustment.

C.17	Settlement procedures of the Securities
	The Securities will be settled on the Maturity Date at the relevant amount per Security.
C.18	Description of how the return on derivative securities takes place
	For variable redemption Securities the return is illustrated in Element C.15 above.
C.19	The exercise price or the final reference price of the underlying
	The final reference price shall be determined on the Averaging Date.
C.20	A description of the type of the underlying and where the information of the underlying can be found
	Equity Index: FTSE 100 Index
	See Bloomberg Screen: UKX .

$\hat{\mathbf{r}}$

SECTION D - RISKS

$\overline{\phantom{a}}$

ł, $\frac{1}{2}$

$\hat{\mathcal{L}}$ $\hat{\boldsymbol{\gamma}}$

$\mathbb{R}^2$

$\sim$

Element
D.2	Key risks regarding the issuer In purchasing Securities, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Securities. There are a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Securities. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Issuer's control. However, the Issuer has identified in the Base Prospectus a number of factors which could materially adversely affect their businesses and ability to make payments due under the Securities, and they consider that the risks identified in the Base Prospectus include all the principal risks of an investment in the Securities. These include:
	the Group's operating results, financial condition and prospects may be materially impacted by economic ۰ conditions in the UK as well as regulatory capital, leverage and liquidity requirements imposed on the Issuer;
	the Group's operating results, financial condition and prospects may be negatively affected by conditions in global financial markets;
	the Group's financial results are constantly exposed to market risk. The Group is subject to fluctuations in interest rates and other markets risks, which may materially and adversely affect it;
	any reduction in the credit rating assigned to the Group, any member of the Group or to any Group debt securities would be likely to increase the Group's cost of funding, require additional collateral to be placed and adversely affect its interest margins and liquidity position;
	the Group operates in a highly regulated environment that imposes costs and significant compliance requirements. Changes in regulations may increase the cost and complexity of doing business, or may disadvantage the Group relative to its competitors. The failure to comply with regulations could subject the Group to sanctions, force it to cease providing certain services, or oblige it to change the scope or nature of its operations;
	customers and counterparties that owe the Group money, securities or other assets may default on their obligations to the Group due to bankruptcy, lack of liquidity, operational failure or other reasons; and
	the Group's future success depends to a significant degree upon the continued contributions of its key personnel, its ability to recruit, train, retain and motivate personnel, and to ensure that employment contract terms are

	appropriate.
D.3	Key risks regarding the Securities
	There are also risks associated with specified types of Securities and with the Securities and the markets generally, including that, unlike a bank deposit, the Securities are not protected by the Financial Services Compensation Scheme ("FSCS") or other government protection scheme. As a result, neither the FSCS not any other government will pay compensation to an investor in the Securities upon the failure of the Issuer. If the Issuer goes out of business or become insolvent, holders of the Securities may lose all or part of their investment in the Securities;
	investors in Securities may lose up to the entire value of their investment in the Securities as a result of the occurrence of any of (a) the insolvency of either the Issuer, (b) investors seeking to sell the Securities prior to their scheduled termination, (c) the relevant Securities being subject to certain adjustments in accordance with the terms and conditions of the Securities, and (d) amounts payable being subject to deductions for taxes and/or expenses;
	the Securities represent direct, unconditional, unsecured and unsubordinated obligations of both the Issuer and rank equally without any preference among themselves with all other present and future direct, unconditional, unsecured and unsubordinated obligations of the Issuer;
	the market value and the amount payable on termination of the Securities may be adversely affected by a number of factors, and the price at which a holder of Securities may be able to sell Securities prior to termination may be at a substantial discount to the market value of such Securities on the Issue Date. A holder of such Securities may suffer a loss of some or up to all of the entire amount invested on termination;
	the Securities will have no established trading market when issued, and one may never develop, or the Securities may be illiquid. In such case, investors may not be able to sell their Securities easily or at favourable prices; and
	the Securities will be settled by the Issuer through one or more clearing systems and agents. In addition investors may hold Securities through one or more intermediaries. As a result it may be necessary to enforce rights under the Securities through such indirect holding structure and delays and settlement risk may exist as a result.
	Additionally, the risks relating to investment in the Securities depend on their features and may include, inter alia, risks relating to (but not limited to) operational/business risk, credit risk, liquidity risk, interest rate risk, regulatory risk, reputational risk, competition risk, unsecured obligations, market risk, emerging market risk, hedging and potential conflicts of interest, tax liabilities, expenses and taxation, third party risk, structural risks relating to particular Securities, including with respect to certain underlyings, no claim against the reference item(s) to which the Securities relate, exchange rate risks, settlement disruption, illegality and cancellation, time lag after redemption or exercise, settlement risk, possible illiquidity of Securities, equity risk, currency risk, underlying volatility risk, fund risk, failure to deliver due to illiquidity, inflation risk, modification, meetings, market disruption, a requirement to hold a minimum amount of Securities, transfer restrictions, exchange, listing and legal regulation risk, risk arising from Calculation Agent discretion, over-allotment risk, risk relating to the discontinuation or withdrawal of the offer period, risk relating to inventory securities issues prior to their date of purchase, risk arising in the event the United Kingdom joins the European Monetary Union and eurosystem eligibility risk. Additionally, the risks relating to investment in N&C Securities include, inter alia, risks relating to (but not limited to)
	optional redemption.
D.6	Risk Warning
	See D3 above. In addition:
	investors in Securities may lose up to the entire value of their investment in the Securities as a result of the terms of the relevant Securities where invested amounts are subject to the performance of variable benchmarks such as

$\bar{1}$

	equities, indices, fixed income benchmarks and exchange traded funds;
٠	the Issue Price of the Securities may be more than the market value of such Securities as at the Issue Date, and the price of the Securities in secondary market transactions;
٠	if the relevant Securities include leverage, potential holders of such Securities should note that these Securities will involve a higher level of risk, and that whenever there are losses such losses may be higher than those of a similar security which is not leveraged. Investors should therefore only invest in leveraged Securities if they fully understand the effects of leverage; and
	warrants may expire worthless. In addition, where "Automatic Exercise" is not specified in the applicable Final Terms, if Warrants are not exercised by the investor on the applicable exercise date, an investor's investment in the Warrants will expire worthless.

$\bar{\beta}$

SECTION E-OFFER

$\lceil$

Element
E.2b	Use of proceeds
	The net proceeds from each issue of Securities will be applied by the Issuer for its general corporate purposes. If, in respect
	of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.
	The net proceeds from the issue of Securities will be applied by the Issuer for its general corporate purposes.
E.3	Terms and conditions of the offer:
	If so specified in the applicable Final Terms, the Securities may be offered to the public in a Non-exempt Offer in one or
	more specified Non-exempt Offer jurisdictions.
	The terms and conditions of each offer of Securities will be determined by agreement between the Issuer and the relevant
	Dealers at the time of issue and specified in the applicable Final Terms. Offers of the Securities are conditional on their
	issue. An Investor intending to acquire or acquiring any Securities in a Non-exempt Offer from an Authorised Offeror will
	do so, and offers and sales of such Securities to an Investor by such Authorised Offeror will be made, in accordance with any terms and other arrangements in place between such Authorised Offeror and such Investor including as to price,
	allocations and settlement arrangements.
	This issue of Securities is being offered in a Non-exempt Offer in the United Kingdom.
	The issue price of the Securities is 100.00 per cent. of their nominal amount.
	An offer of the N&C Securities may be made by any Dealer and Santander UK plc (of 2 Triton Square, Regent's Place,
	London NW1 3AN) (together, being persons to whom the Issuer has given consent, the "Authorised Offeror") other than
	pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Non-exempt Offer Jurisdiction") during
	the Offer Period.
	The Authorised Offeror will manage a plan (the "Plan"), which, will be offered to the public in the Non-exempt Offer
	Jurisdiction in accordance with the arrangements listed below. The Authorised Offeror has selected the N&C Securities as
	one of the primary qualifying securities into which the Authorised Offeror will invest on behalf of investors in the Plan. The
	proceeds invested by investors in the Plan will be used by the Authorised Offeror to purchase the N&C Securities. It is
	understood that the performance of the Plan will be related to the performance of the N&C Securities throughout the term of the N&C Securities. Accordingly, the amounts payable by the Authorised Offeror on the retirement of the Plan are linked
	to the amounts paid by the Issuer pursuant to the terms and conditions of the N&C Securities.
	The Issuer has offered and will sell the N&C Securities to the Dealer (and no one else) at the price of 100.00 per cent. The
	Dealer will, in relation to each N&C Security issued, offer and sell the N&C Securities to the Authorised Offeror at the
	price of 100.00 per cent. of the Issue Price.

	The Issuer reserves the right, in its absolute discretion, to cancel the offer and issue of the N&C Securities at any time prior to the Issue Date, to end the Offer Period early and/or to extend the Offer Period. Information regarding any such cancellation, early termination or extension of the Offer Period will be made available both on the website of the Irish Stock Exchange (www.ise.ie) and on the Issuer's website http://www.santander.co.uk/uk/about-santander-uk/investor- relations/abbey-omnibus- programme?p_p_id=W033_Notification_WAR_W033_Notificationportlet&p_p_lifecycle=1&p_p_state=normal&p_p_mo de=view&p_p_col_id=column- 2&p_p_col_count=3&_W033_Notification_WAR_W033_Notificationportlet_javax.portlet.action=DFCW_LR_033_Notifi cationAcceptAction&_W033_Notification_WAR_W033_Notificationportlet_base.portlet.view=DFCW_LR_033_Notificati onRenderView& W033 Notification WAR W033 Notificationportlet_base.portlet.urlAjaxReady=true on or prior to the
	Issue Date. The Authorised Offeror will offer and sell their Plan to their customers in accordance with the arrangements in place between the Authorised Offeror and its customers by reference to the Offer Price and the market conditions prevailing at the time. A prospective investor in the Plan should contact the Authorised Offeror for details of the Offer Price.
	Offers of the N&C Securities are subject to the distribution arrangements in place between the Dealer and the Authorised Offeror. The Issuer reserves the right not to issue the N&C Securities. As between the Dealer and its Authorised Offeror and its customers, offers of the N&C Securities are further subject to such conditions as may be agreed between them and/or as is specified in any arrangements in place between them.
	The total aggregate nominal amount of N&C Securities (the "Final Aggregate Nominal Amount") that are going to be subscribed during the Offer Period will be made available both on the website of the Irish Stock Exchange (www.ise.ie) and http://www.santander.co.uk/uk/about-santander-uk/investor-relations/abbey-omnibus- website Issuer's the on programme?p_p_id=W033_Notification_WAR_W033_Notificationportlet&p_p_lifecycle=1&p_p_state=normal&p_p_mo de=view&p_p_col_id=column- 2&p p col count=3& W033 Notification WAR W033 Notificationportlet javax.portlet.action=DFCW LR 033 Notifi cationAcceptAction&_W033_Notification_WAR_W033_Notificationportlet_base.portlet.view=DFCW_LR_033_Notificati onRenderView&_W033_Notification_WAR_W033_Notificationportlet_base.portlet.urlAjaxReady=true on or prior to the Issue Date.
	A prospective investor in the Plan should contact the Authorised Offeror for details (i) of the application process in order to purchase an interest in the Plan during the Offer Period, (ii) of any minimum and/or maximum amount of the individual applications for an interest in the Plan, (iii) regarding the possibility to reduce their subscriptions during the Offer Period and the manner for refunding any excess amount paid, (iv) of the method and time limits for paying up and delivering an interest in the Plan, (v) of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised and (vi) of any expenses and taxes that would be specifically charged in relation to any subscription of an interest in the Plan. Prospective Securityholders will be notified by Authorised Offeror in accordance with the arrangements in place between the Authorised Offeror and its customers. For the avoidance of doubt, no dealings in the N&C Securities may take place prior to the Issue Date.
E.4	Description of any interest of natural and legal persons involved in the issue/offer that is material to the issue/offer including conflicting interests The relevant Dealers may be paid fees in relation to any issue of Securities under the Programme. Any such Dealer and its affiliates may also 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 their affiliates in the ordinary course of business. Other than as mentioned above, and save for any fees that may have been paid or may be payable to the Dealer to an intermediary, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer, including conflicting interests.
E.7	Expenses charged to the investor by the Issuer Not Applicable - No expenses will be charged to an investor by the Issuer.

$\sim 1$

$\sim 10^7$

Ĭ.