Issuer:

Abbey National Treasury Services plc

Guarantor:

Santander UK plc

Expected Issue Ratings:

A1 (stbl) (Moody’s) / A (stbl) (S&P) / A (pos) (Fitch)*

Status:

Senior, Unsecured

Offering Format:

SEC Registered

Form of Notes:

Registered Global Note

Aggregate Principal Amount:

U.S.$1,650,000,000

Trade Date:

March 7, 2016

Settlement/Issue Date:

March 14, 2016, which is the fifth Business Day after the Trade Date

Maturity Date:

March 14, 2019

Interest Rate:

2.500% per annum (semi-annual)

Interest Payment Dates:

Each March 14 and September 14, commencing on September 14, 2016 and ending on the Maturity Date

Business Day:

Means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York or London, England are authorized or required by law, regulation or executive order to close.

Business Day Convention:

Following Business Day Convention

Day Count Fraction:

30/360, unadjusted

Benchmark Treasury:

UST 0.750% due February 15, 2019

Benchmark Yield:

1.061%

Spread to Benchmark:

T+150 bps

Re-offer Yield:

2.561%

Price to Public:

99.825%

Underwriting Discount:

0.200%

All-in Price:

99.625%

Net Proceeds (before expenses):

U.S.$1,643,812,500

All-in Yield:

2.631%

Agreement with Respect to the Exercise of UK Bail-in Power:

Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between the Issuer or the Guarantor and any holder of the notes, by its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and consents to: (a) the effect of the exercise of the UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) whether or not imposed with prior notice, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due (as defined below); (ii) the conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the cancellation of the notes; (iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; (b) the variation of the terms of the notes, if necessary, to give effect to the exercise of the UK bail-in power by the relevant UK resolution authority. In addition, by its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority in relation to the guarantee of the notes.

For these purposes, “Amounts Due” are the principal amount of, and accrued but unpaid interest, including any Additional Amounts (as defined in the prospectus for the offering to which this communication relates) due on, the notes (including payment of interest on the notes or a payment of any  amount under the guarantee). References to principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority.

For purposes of the notes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the UK Banking Act 2009, as the same may be amended from time to time, including by the Financial Services (Banking Reform) Act 2013 the (“Banking Act”), and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of a regulated entity (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a regulated entity may be deemed to have been exercised.

A reference to a “regulated entity” is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies and a reference to the “relevant UK resolution authority” is to the Bank of England or any other authority with the ability to exercise a UK bail-in power.

By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes), to the extent permitted by the Trust Indenture Act of 1939, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, as trustee, for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the notes and/or the guarantee.

Tax Redemption:

In the event of various tax law changes that require us to pay additional amounts and other limited circumstances as described in the prospectus, we may redeem all but not some of the notes prior to maturity.

Joint Book-Running Managers:

Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Santander Investment Securities Inc. and Wells Fargo Securities, LLC

Paying Agent and Trustee:

The Bank of New York Mellon

Denominations:

U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof

Delivery:

DTC delivery free of payment

ISIN:

US002799AX28

CUSIP:

002799 AX2

Expected Listing:

New York Stock Exchange

Governing Law:

The notes and the indenture will be governed by the laws of the State of New York.

Issuer:

Abbey National Treasury Services plc

Guarantor:

Santander UK plc

Expected Issue Ratings:

A1 (stbl) (Moody’s) / A (stbl) (S&P) / A (pos) (Fitch)*

Status:

Senior, Unsecured

Offering Format:

SEC Registered

Form of Notes:

Registered Global Note

Aggregate Principal Amount:

U.S.$350,000,000

Trade Date:

March 7, 2016

Settlement/Issue Date:

March 14, 2016, which is the fifth Business Day after the Trade Date

Maturity Date:

March 14, 2019

Interest Rate:

The then-applicable U.S. dollar three-month LIBOR rate plus 1.480%

Interest Payment Dates:

Each March 14, June 14, September 14 and December 14, commencing on June 14, 2016 and ending on the Maturity Date

Interest Reset Dates:

Each March 14, June 14, September 14 and December 14

Business Day:

Means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York or London, England are authorized or required by law, regulation or executive order to close.

Business Day Convention:

Modified Following Business Day convention

Day Count Fraction:

Actual/360, adjusted

Price to Public:

100.000%

Underwriting Discount:

0.200%

All-in Price:

99.800%

Net Proceeds (before expenses):

U.S.$349,300,000

Agreement with Respect to the Exercise of UK Bail-in Power:

Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between the Issuer or the Guarantor and any holder of the notes, by its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and consents to: (a) the effect of the exercise of the UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) whether or not imposed with prior notice, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due (as defined below); (ii) the conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the cancellation of the notes; (iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; (b) the variation of the terms of the notes, if necessary, to give effect to the exercise of the UK bail-in power by the relevant UK resolution authority. In addition, by its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority in relation to the guarantee of the notes.

For these purposes, “Amounts Due” are the principal amount of, and accrued but unpaid interest, including any Additional Amounts (as defined in the prospectus for the offering to which this communication relates) due on, the notes (including payment of interest on the notes or a payment of any  amount under the guarantee). References to principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority.

For purposes of the notes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the UK Banking Act 2009, as the same may be amended from time to time, including by the Financial Services (Banking Reform) Act 2013 the (“Banking Act”), and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of a regulated entity (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a regulated entity may be deemed to have been exercised.

A reference to a “regulated entity” is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies and a reference to the “relevant UK resolution authority” is to the Bank of England or any other authority with the ability to exercise a UK bail-in power.

By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes), to the extent permitted by the Trust Indenture Act of 1939, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, as trustee, for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the notes and/or the guarantee.

Tax Redemption:

In the event of various tax law changes that require us to pay additional

amounts and other limited circumstances as described in the prospectus, we may redeem all but not some of the notes prior to maturity.

Joint Book-Running Managers:

Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, Santander Investment Securities Inc. and Wells Fargo Securities, LLC

Calculation Agent, Paying Agent and Trustee:

The Bank of New York Mellon

Denominations:

U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof

Delivery:

DTC delivery free of payment

ISIN:

US002799AY01

CUSIP:

002799 AY0

Expected Listing:

New York Stock Exchange

Governing Law:

The notes and the indenture will be governed by the laws of the State of New York.