Announcement of Tender Offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Santander UK Group Holdings plc (the “Company”) and Santander UK plc (the “Bank”) today announce invitations to holders of the following securities (the “Securities”) to tender any or all of their Securities for cash.

The invitation in respect of the Preference Shares is being made by the Company and the invitations in respect of the RCIs and the TOPICS are being made by the Bank. Such invitations are made separately (each a “Tender Offer” and, together, the “Tender Offers”) on the terms and subject to the conditions contained in the tender offer memorandum dated 28 May 2015 (the “Tender Offer Memorandum”) prepared by the Company and the Bank, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Announcement of tender offer