On 28 May 2015, Santander UK Group Holdings plc (the “Company”) announced its intention, subject to market conditions, to issue new sterling-denominated Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities (“New Securities”). Under the terms of the Tender Offers, the purchase of any Securities by the Company or Santander UK plc (the “Bank”) pursuant to the Tender Offers was expressed to be subject, without limitation, to the successful pricing (in the sole determination of the Company and the Bank) of an issue of New Securities on terms satisfactory to the Company and the Bank in their sole discretion (the “New Financing Condition”), unless the Bank and the Company elect to waive such condition.

The Company and the Bank confirm that the Company successfully priced an issue of New Notes in an aggregate principal amount of £750,000,000 on 3 June 2015. Accordingly, the New Financing Condition has been satisfied.

Announcement of Tender Offer