Santander UK Group Holdings plc (the “Company”)

At the ANNUAL GENERAL MEETING OF THE COMPANY, duly convened and held at 10:30 a.m. on 2 May 2019 at 2 Triton Square, Regent’s Place, London, NW1 3AN, the following resolutions were duly passed.

Resolutions 7 to 8 were passed as Special Resolutions:

Special Resolutions

7. THAT the Articles of Association be amended so that the text of sub-article 11.2 is deleted and the following text is inserted in its place:

“Subject to article 11.3, the quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but (subject to article 11.3) it must never be less than two, and unless otherwise fixed it is two, of which at least one is an Independent Non-Executive Director.”

8. THAT the Articles of Association of the Company be amended by inserting a new Article 25 as follows:

At each annual general meeting of the Company every Director shall retire from office. A retiring Director may offer himself or herself for re-appointment by the members and a Director that is so re-appointed will be treated as continuing in office without a break.”

The existing Articles of Association shall be renumbered accordingly.