NOTICE OF SECURITYHOLDER MEETINGS

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
SECURITYHOLDERS.

If Securityholders are in any doubt about any aspect of the proposals in this notice and/or the action they should take, they are recommended to seek their own financial advice immediately from their broker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if they are in the United Kingdom) or from another appropriately authorised independent financial adviser and such other professional advisor from their own professional advisors as they deem necessary.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND ELIGIBLE SECURITYHOLDERS (AS DEFINED BELOW) ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

Santander UK Group Holdings plc

(incorporated in England with limited liability, Registered Number 08700698)

(the "Issuer")

NOTICE OF SEPARATE SECURITYHOLDER MEETINGS

to the holders of the

£750,000,000 7.375% Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities issued on 10 June 2015 (ISIN:XS1244538523) (the "7.375% Securities")

£500,000,000 6.75% Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities issued on 10 April 2017 (ISIN: XS1592884123) (the "6.75% Securities")

(each a "Series" and, together, the "Securities")

of the Issuer and presently outstanding.

NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting" and together, the "Meetings") of the Securityholders of each Series convened by the Issuer will be held via teleconference on 3 December 2020 for the purpose of considering and, if thought fit, passing the applicable resolution set out below, with the implementation of that resolution being subject to satisfaction of the condition set out in paragraph 9(b) thereof, as applicable, (the "Eligibility Condition") and which resolution will be proposed as an Extraordinary Resolution in accordance with the provisions of (i) in the case of the 7.375% Securities, the Trust Deed dated 10 June 2015, as amended, restated, modified and/or supplemented from time to time, and (ii) in the case of the 6.75% Securities, the Trust Deed dated 10 April 2017 as amended, restated, modified and/or supplemented from time to time (the "6.75% Securities Trust Deed" and, together with the 7.375% Securities Trust Deed, the "Trust Deeds" and each a "Trust Deed"), in each case made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee").

The initial Meeting in respect of the:

(i)  7.375% Securities (the "7.375% Securities Meeting") will commence at 10.00 a.m. (London time); and

(ii)  6.75% Securities (the "6.75% Securities Meeting") will commence at 10.15 a.m. (London time) or after the completion of the 7.375% Securities Meeting (whichever is later).

Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 29 October 2020 (the "Consent Solicitation Memorandum"), which is available from the Tabulation Agent (including on the website of the Tabulation Agent (http://www.lucid-is.com/santander) (see "Documents Available for Inspection" below). In accordance with normal practice, the Trustee, the Tabulation Agent, the Registrar and the Principal Paying Agent have not been involved in the formulation of the Securityholder Proposals (as defined below). The Trustee, the Tabulation Agent, the Solicitation Agents and the Principal Paying Agent, express no opinion on, and make no representations as to the merits of, the Securityholder Proposal set out in the Consent Solicitation Memorandum, the relevant Extraordinary Resolution or the proposed amendments referred to in the relevant Extraordinary Resolution set out below.

None of the Trustee, the Tabulation Agent, the Solicitation Agents, the Registrar or the Principal Paying Agent makes any representation that all relevant information has been disclosed to Securityholders in or pursuant to this Notice, the Consent Solicitation Memorandum or otherwise. None of the Trustee, the Tabulation Agent, the Solicitation Agents, the Registrar or the Principal Paying Agent has approved the draft supplemental trust deed referred to in the relevant Extraordinary Resolution set out below and the Trustee recommends that Securityholders arrange to inspect and review such draft supplemental trust deed as provided below in this Notice. Accordingly, Securityholders of the relevant Series should take their own independent legal, financial, tax or other advice on the merits and the consequences of voting in favour of the relevant Extraordinary Resolution, including any tax consequences, and on the impact of the implementation of the relevant Extraordinary Resolution.

None of the Trustee, the Tabulation Agent, the Solicitation Agents, the Registrar or the Principal Paying Agent are responsible for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum or this Notice, or omissions therefrom.

Neither this Notice nor the Consent Solicitation Memorandum constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity. The distribution of the Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

BACKGROUND

The UK Financial Conduct Authority (the "FCA") has confirmed that it will no longer compel banks to submit rates for the calculation of the London Inter Bank Offered Rate ("LIBOR") benchmark after the end of 2021 and expects that some panel banks will cease contributing to LIBOR panels after such time. In addition, the Bank of England and the FCA announced that they had mandated a working group to promote a broad-based transition to the Sterling Overnight Index Average ("SONIA") across sterling bond, loan and derivative markets, so that SONIA would be established as the primary sterling interest rate benchmark by the end of 2021. Therefore, the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021, and regulators have urged market participants to take active steps to implement the transition to SONIA and other risk-free rates ahead of this deadline.

Santander UK was an early adopter of SONIA and has an established track record transitioning its LIBOR referencing liabilities. This began in September 2018 with the Issuer's first SONIA referencing covered bond issuance and was followed with subsequent issuances throughout 2019 and 2020, as well as a consent solicitation on two series of Holmes RMBS in October 2019. Throughout this period Santander UK has continued its engagement with investors in relation to the transition of LIBOR referencing liabilities.

Subsequent to this, on 27 February 2020 the FCA sent a Dear CEO letter to Asset Managers¹ asking them to prepare now for the end of LIBOR and to take reasonable steps to ensure the end of LIBOR does not lead to markets being disrupted or harm to consumers, and to support industry initiatives to ensure a smooth transition.

Further to this, on 23 October 2020 the International Swaps and Derivatives Association, Inc. ("ISDA") published its ISDA 2020 IBOR Fallbacks Protocol². This document outlines key definitions in relation to the fallback of IBOR referencing derivatives. This release of disclosure and guidance was a trigger event for the Securityholder Proposal, as it sets out the definition of "Index Cessation Event" in respect of Sterling LIBOR (and certain other IBORs (as defined below)) allowing the Issuer to utilise ISDA's Spread Adjustment methodology.

Proposed Amendments

On the basis that the First Reset Date of each Series falls after 2021, the Issuer has convened the Meetings for the purpose of enabling the relevant Securityholders to consider, if they think fit, approve a proposal (the "Securityholder Proposal") by way of an Extraordinary Resolution in relation to the relevant Series for the purposes of:

(a)  amending the Reset Distribution Rate such that, upon the occurrence of an Index Cessation Event (as defined below) in respect of 6 month Sterling LIBOR, the Reset Distribution Rate shall cease to be determined by reference to a LIBOR linked mid-swap rate (i.e. the mid-rate for a 5 year Sterling fixed-for- floating interest rate swap (where the floating leg pays 6 month GBP LIBOR semi-annually)) and shall instead be the aggregate of:

(i)  a SONIA linked mid-swap rate (i.e. the mid-rate for a 5 year Sterling fixed-for-floating interest rate swap (where the floating leg pays daily compounded SONIA annually) (which annual rate shall be converted by the Calculation Agent to a semi-annual rate in accordance with market convention));

(ii)  an adjustment (the "Reset Distribution Rate Adjustment") to reflect the economic difference between the LIBOR and SONIA rates (using the methodology for such adjustments contained in Supplement number 70 to the 2006 ISDA Definitions (the "ISDA IBOR Fallback Supplement")); and

(iii)   the Margin applicable to the relevant Series (which shall remain unaltered by these changes),

with the resulting aggregated rate being converted from a semi-annual to a quarterly basis in a commercially reasonable manner by the Calculation Agent;

(b)   new fallbacks shall be included for the 5-year Mid-Swap Rate in the case of the relevant SONIA linked mid-swap rate; and

(c)   further new fallbacks shall be included for the purposes of determining the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) in certain circumstances, including if the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) ceases to be published or administered.

[1] https://www.fca.org.uk/publication/correspondence/dear-ceo-asset-management-libor.pdf

[2] http://assets.isda.org/media/3062e7b4/08268161-pdf/

 

Rationale for the Proposed Reset Distribution Rate Adjustment

The pricing methodology proposed for the Reset Distribution Rate Adjustment uses principles outlined in the methodology for such adjustments contained in the ISDA IBOR Fallback Supplement, which incorporates into the ISDA definitions new interbank offered rate ("IBOR") fallbacks. 

The ISDA IBOR Fallback Supplement details the calculation of IBORs in a number of currencies, including Sterling LIBOR, before and after an Index Cessation Event. Following an Index Cessation Event, Sterling IBOR is calculated by reference to a fallback SONIA rate, which is calculated by adding a spread adjustment (the "Spread Adjustment") to the relevant SONIA reference rate.

The Spread Adjustment is calculated as the median difference over a 5 year historic period between 6 month Sterling LIBOR and realised SONIA over the corresponding period. This is then the Spread Adjustment to be added to the relevant SONIA mid-swap rate to compensate for the difference between SONIA and LIBOR mid-swap rates.

The methodology used by ISDA is the result of several industry consultations conducted by ISDA, with 67 per cent. of respondents to the initial 2018 "Benchmark Fallback Consultation" undertaken by ISDA selecting the historical mean/median as their preferred Spread Adjustment approach. Subsequently the ISDA "5 year historical median" methodology has been identified as the consensus for the credit spread adjustment methodology for fallbacks in Sterling cash products among respondents to a survey conducted by the Bank of England Risk Free Rates Working Group, with 100 per cent. of respondents voting for this method.

Using the principles outlined in the ISDA IBOR Fallback Supplement, the applicable Reset Distribution Rate Adjustment in respect of each Reset Period following the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR will be the rate specified on Bloomberg screen "SBP0006M Index", or any successor page, as calculated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) in relation to 6 month Sterling LIBOR as at the time such Index Cessation Event occurs (which rate will be fixed from such time and will not change thereafter), provided that if such rate is negative the applicable Reset Distribution Rate Adjustment shall be deemed to be 0 per cent.

Determination of the Reset Distribution Rate following the Proposed Amendments

In the event that the Securityholder Proposals are implemented in respect of either or both Series, the Reset Distribution Rate for the relevant Reset Period in respect of the relevant Series following the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR on or before the relevant Reset Determination Date shall be the aggregate of:

I.  the Margin for such Series;

II.  the applicable Reset Distribution Rate Adjustment; and

III.  the 5-year Mid-Swap Rate (SONIA) (as defined below) for such Reset Period converted by the Calculation Agent to a semi-annual rate in accordance with market convention.

The resulting aggregated rate shall then be converted from a semi-annual to a quarterly basis in a commercially reasonable manner by the Calculation Agent and such quarterly rate shall be the applicable Reset Distribution Rate.

In the event an Index Cessation Event in respect of 6 month Sterling LIBOR does not occur on or before the relevant Reset Determination Date, the 5-year Mid-Swap Rate shall remain the 5-year Mid-Swap Rate (LIBOR) as currently provided for in the Conditions, subject to the new benchmark discontinuation provisions outlined below.

Prudential Regulation Authority (the "PRA")

In paragraph 2.22 of the PRA's Policy Statement dated March 2020 (PS5/20: Regulatory capital instruments: Update to Pre-Issuance Notification (PIN) requirements)³ (the "Policy Statement") the PRA accepts that if "targeted amendments" are made to capital instruments "in relation to benchmark rates", the instruments will continue to be 'substantially the same' for the purposes of the Policy Statement. Sam Woods, the Deputy Governor of the PRA, has also reiterated this in his letter dated 18 December 2019⁴ where he has stated that the PRA does not believe it is desirable to reassess the eligibility of the additional tier 1 and tier 2 capital where the amendments are solely to replace the benchmark reference rate.

As the only modifications which would be made to the Securities pursuant to the Proposed Amendments are to change the underlying reference rate for the determination of the Reset Distribution Rate upon the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR, make the Reset Distribution Rate Adjustment to reflect the economic difference between the LIBOR linked mid-swap rate and SONIA linked mid-swap rate, and include supporting fallback provisions (together with necessary consequential adjustments), in each case as described in further detail in this Notice, the Issuer considers that capital eligibility of each Series will remain unaffected.

The PRA has been informed of these Consent Solicitations and, as at the date of this Notice, the Issuer is not aware of any objection being raised by the PRA with respect to this view being taken by the Issuer with respect to the eligibility of the Securities.

[3]   https://www.bankofengland.co.uk/-/media/boe/files/prudential-regulation/policy-statement/2020/ps520.pdf

[4]   https://www.bankofengland.co.uk/-/media/boe/files/prudential-regulation/letter/2019/prudential-regulatory-framework-and-libor-transition.pdf?la=en&hash=55018BE92759217608D587E3C56C0E205A2D3AF4

Risk Factors

The market continues to develop in relation to risk free rates (including overnight rates) as reference rates for securities which incorporate a floating rate interest basis

If the Extraordinary Resolutions in respect of either or both Series is passed and implemented, upon the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR the distribution rate for the relevant Series for the period commencing from but excluding the applicable First Reset Date will be determined by reference to a SONIA linked mid-swap rate (as set out in Annex A to this Notice). SONIA differs from LIBOR in a number of material respects, including (without limitation) that SONIA is a backwards-looking, compounded, risk-free overnight rate, whereas LIBOR is expressed on the basis of a forward-looking term and includes a risk-element based on inter-bank lending. As such, investors should be aware that LIBOR and SONIA may behave materially differently as distribution reference rates for the Securities. The use of SONIA as a reference rate for Eurobonds is relatively recent, and is subject to change and development, both in terms of the substance of the calculation and in the development and adoption of market infrastructure for the issuance and trading of bonds referencing SONIA.

Accordingly, Securityholders should be aware that the market continues to develop in relation to SONIA as a reference rate in the capital markets and its adoption as an alternative to sterling LIBOR. In particular, market participants and relevant working groups are exploring alternative reference rates based on SONIA, including term SONIA reference rates (which seek to measure the market's forward expectation of an average SONIA rate over a designated term). The market or a significant part thereof may adopt an application of SONIA that differs significantly from that set out in the terms and conditions of the relevant Series that reference a SONIA rate.

It may be difficult for investors in securities which reference such risk free rates to reliably estimate the amount of interest or distributions which will be payable on such securities.

Investors should consider these matters when making their investment decision with respect to any Securities of such Series.

Regulatory reforms and changes may cause a benchmark to perform differently than it has done in the past or to be discontinued

Benchmarks have, in recent years, been the subject of political and regulatory scrutiny as to how they are created and operated. This has resulted in regulatory reform and changes to existing benchmarks, with further changes anticipated. These reforms and changes may cause a benchmark like SONIA to perform differently than it has done in the past or to be discontinued. Any change in the performance of SONIA or its discontinuation, could have a material adverse effect on the Securities, including possible adverse tax consequences for Securityholders.

Any of the reforms, or the general increase in regulatory scrutiny of benchmarks, could increase the costs and risks of administering or participating in the setting of a benchmark and complying with any such regulations or requirements. Such factors may have the effect of discouraging market participants from continuing to administer or contribute to certain benchmarks, trigger changes in the rules or methodologies used in certain benchmarks or lead to the discontinuation or unavailability of quotes of certain benchmarks.

Any changes to the administration of, or the methodology used to obtain, a benchmark or the emergence of alternatives to a benchmark as a result of these reforms, may cause the relevant benchmark to perform differently than in the past or to be discontinued, or there could be other consequences which cannot be predicted. The potential discontinuation of a benchmark or changes to its administration could require changes to the way in which the Reset Distribution Rate is calculated in respect of either or both Series. The development of alternatives to a benchmark may result in either or both Series performing differently than would otherwise have been the case if such alternatives to such benchmark had not developed. Any such consequence could have a material adverse effect on the value of, and return on, the relevant Series.

Furthermore, even prior to the implementation of any changes, uncertainty as to the nature of alternative reference rates and as to potential changes to such benchmark may adversely affect such benchmark during the term of both Series, the return on both Series and the trading market for securities based on the same benchmark.

In accordance with the terms and conditions of the relevant Series (the "Conditions"), each Series may be subject to the adjustment of the distribution provisions in certain circumstances. The circumstances which could trigger such adjustments are beyond the Issuer's control and the subsequent use of a replacement benchmark may result in changes to the relevant Conditions (which could be extensive) and/or distribution payments that are lower than or that do not otherwise correlate over time with the payments that could have been made on the relevant Series if the relevant benchmark remained available in its current form. Although pursuant to the relevant Conditions, spread adjustments may be applied to such replacement benchmark (including with the intention of partially or wholly reducing or eliminating any economic prejudice or benefit (as applicable) to investors arising out of the replacement of the relevant benchmark), the application of such adjustments to the relevant Series may not achieve this objective. Any such changes may result in the relevant Series performing differently (which may include payment of a lower distribution rate) than if the original benchmark continued to apply. There is no assurance that the characteristics of any replacement benchmark would be similar to the affected benchmark, that any replacement benchmark would produce the economic equivalent of the affected benchmark or would be a suitable replacement for the affected benchmark. The choice of replacement benchmark is uncertain and could result in the replacement benchmark being unavailable or indeterminable. No adjustments or amendments will be applied if and to the extent that, in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the relevant Series as Additional Tier 1 Capital (as defined in the relevant Conditions). In certain circumstances (including, without limitation, those mentioned in the preceding sentence) the ultimate fallback provisions may result in the effective application of a fixed distribution rate to the relevant Series. Furthermore, if the Issuer determines that it is not able to follow the prescribed steps set out in the relevant Conditions, the relevant fallback provisions may not operate as intended at the relevant time. Any such consequence could have a material adverse effect on the trading markets for the relevant Series, the liquidity of the relevant Series and/or the value of and return on any the relevant Series. The relevant Conditions may require the exercise of discretion by the Issuer or an independent adviser, as the case may be, and the making of potentially subjective judgments (including as to the occurrence or not of any events which may trigger amendments to the Conditions) and/or the amendment of the Conditions without the consent of Securityholders of the relevant Series. The interests of the Issuer or the independent adviser, as applicable, in making such determinations or amendments may be adverse to the interests of the Securityholders of the relevant Series. Moreover, any of the above matters or any other significant change to the setting or existence of any relevant reference rate could affect the ability of the Issuer to meet its obligations under the Securities if linked to a benchmark or could have a material adverse effect on the market value or liquidity of, and the amount payable under the relevant Series. Investors should consider these matters when making their investment decision with respect to such Securities. Investors should also consult their own independent advisers and make their own assessment about the potential risks imposed by the possible cessation or reform of certain reference rates.

Documents incorporated by reference

The Issuer is "incorporating by reference" certain of the information filed on behalf of the Issuer with the United States Securities and Exchange Commission (the "SEC") into this Notice, which means that the Issuer is disclosing important information to Securityholders by referring them to those documents. Information that is incorporated by reference is an important part of this Notice.

The Issuer incorporates by reference into this Notice:

· The Issuer's annual report on Form 20-F for the year ended 31 December 2019, filed with the Commission on 10 March 2020, including any amendment thereto unless otherwise indicated therein;

· the Issuer's report on Form 6-K filed with the Commission on 17 March 2020;

· the Issuer's report on Form 6-K filed with the Commission on 7 August 2020;

· the Issuer's report on Form 6-K filed with the Commission on 13 August 2020; and,

· the Issuer's report on Form 6-K filed with the Commission on 27 October 2020.

Any filings the Issuer makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, after the date of this Notice and prior to the Meetings, shall be deemed to be incorporated in and made a part of this Notice by reference from the date of filing of such documents. The Issuer's reports on Form 6-K filed with the SEC after the date of this Notice (or portions thereof) are incorporated by reference in this Notice only to the extent that the reports expressly state either (1) that such reports are filed (and not furnished) with the SEC or (2) that such report is intended to be incorporated by reference into this Notice.

Any statement contained in this Notice or in a document (or part thereof) incorporated or considered to be incorporated by reference in this Notice will be considered to be modified or superseded for purposes of this Notice to the extent that a statement contained in this Notice or in any other subsequently filed document (or part thereof) which is or is considered to be incorporated by reference in this Notice modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded will not be considered, except as so modified or superseded, to constitute a part of this Notice.

Copies of each of the documents incorporated by reference into this Notice (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) may be obtained at no cost, by contacting the Tabulation Agent, the contact details for each of which are set out below or through the SEC's EDGAR system at www.sec.gov.

SECURITYHOLDER PROPOSAL

Pursuant to this Notice, the Issuer has convened separate Meetings to request that Securityholders of each Series consider and agree by Extraordinary Resolution to the matters contained in the relevant Extraordinary Resolutions set out below.

The Issuer, under the Securityholder Proposal, is requesting that the Securityholders of the relevant Series consider and if thought fit, approve the relevant Extraordinary Resolution. If approved by the Securityholders of the relevant Series, the Extraordinary Resolution will be binding on all Securityholders of the relevant Series whether or not they voted in favour of the relevant Extraordinary Resolution.

The Securityholder Proposal is being put to Securityholders for the reasons set out in "Background" above.

Eligible Securityholders are also referred to the Consent Solicitation Memorandum which provides further background to the Securityholder Proposals and the reasons therefor.

CONSENT SOLICITATION

Securityholders are further given notice that the Issuer has invited Eligible Securityholders (as defined below) of each Series (each such invitation a "Consent Solicitation") to consent to the approval, by Extraordinary Resolution at the relevant Meeting, of the modification of the terms and conditions (the "Conditions") relating to the relevant Series as described in paragraph 1of the relevant Extraordinary Resolution as set out below, all as further described in the Consent Solicitation Memorandum.

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons who are (i) either (a) a qualified institutional buyer (a "QIB") (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act")) and, if applicable, is acting on behalf of a beneficial owner who is also a QIB or (b) outside the United States and who are not U.S. persons or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (ii) not retail investors and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are also not retail investors, and (iii) otherwise a person to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons "Eligible Securityholders").

Subject to the restrictions described in the previous paragraph, Securityholders may obtain from the date of this Notice a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Securityholder will be required to provide confirmation as to his or her status as an Eligible Securityholder.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £750,000,000 7.375% FIXED RATE RESET PERPETUAL ADDITIONAL TIER 1 CAPITAL SECURITIES

"THAT this Meeting of the holders (together, the "Securityholders") of the presently outstanding £750,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities (the "Securities") of Santander UK Group Holdings plc (the "Issuer"), constituted by the trust deed dated 10 June 2015 as amended, restated, modified and/or supplemented from time to time (the "Trust Deed") made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for, inter alios, the Securityholders:

1.  (subject to paragraph 9of this Extraordinary Resolution) assents to the modification of the Trust Deed and of the terms and conditions of the Securities (the "Conditions") as set out in Schedule 1 to the Trust Deed as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, in order that:

a.  upon the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR, the Reset Distribution Rate for the Securities applicable from, and including the applicable Reset Date will be the sum of (i) the Margin, (ii) the 5-year Mid-Swap Rate (SONIA) for such Reset Period, converted to a semi-annual rate in accordance with market convention and (iii) the Reset Distribution Rate Adjustment, to be calculated more fully as set out in Annex A to the Notice;

b.  new fallbacks shall be included for the 5-year Mid-Swap Rate (as amended pursuant to this Extraordinary Resolution if duly passed and implemented) in the case of the 5-year Mid-Swap Rate (SONIA); and

c.  further new fallbacks shall be included for the purposes of determining the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) in certain circumstances, including if the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) ceases to be published or administered,

all as defined (as applicable) and more fully set out in Annex A to the Notice.

2.  (subject to paragraph 9 of this Extraordinary Resolution) authorises, directs, requests and empowers:

(a)  the Issuer and the Trustee to execute a deed supplemental to the Trust Deed applicable to the Securities (the "Supplemental Trust Deed") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments thereto (if any) as the Trustee shall require or agree to; and

(b)  the Issuer and the Trustee to execute and to do all such deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3.  (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Trustee from all liability for which they may have become or may become responsible under the Trust Deed or the Securities or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Notice or this Extraordinary Resolution;

4.  (subject to paragraph 9 of this Extraordinary Resolution) irrevocably waives any claim that the Securityholders may have against the Trustee arising as a result of any loss or damage which they may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the holders) and the Securityholders further confirm that the Securityholders will not seek to hold the Trustee liable for any such loss or damage;

5.  (subject to paragraph 9 of this Extraordinary Resolution) expressly agrees and undertakes to indemnify and hold harmless the Trustee from and against all losses, liabilities, damages, costs, charges and expenses which may be suffered or incurred by them as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Trustee and against all losses, costs, charges or expenses (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with the Extraordinary Resolution and the Trust Deed;

6.  (subject to paragraph 9 of this Extraordinary Resolution) sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Securityholders appertaining to the Securities against the Issuer, whether or not such rights arise under the Trust Deed, the Conditions or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

7.  (subject to paragraph 9 of this Extraordinary Resolution) waives any and all conditions precedent in respect of the execution and delivery of the Supplemental Trust Deed and implementation of this Extraordinary Resolution and authorises, requests and instructs the Trustee not to obtain a legal opinion in relation to the execution of the Supplemental Trust Deed;

8.  (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Issuer from all liability for which it may have become or may become responsible under the Trust Deed, the Securities or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Notice or this Extraordinary Resolution;

9.  declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a)  the passing of this Extraordinary Resolution; and

(b)  the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Securityholders, irrespective of any votes or other participation at this Meeting by Ineligible Securityholders (and would also have been so satisfied if any Ineligible Securityholders who provide confirmation of their status as Ineligible Securityholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting) and further resolves that, if the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting for such period being not less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by the chairman of this Meeting and approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution with the exception of resolution 9(b) of this Extraordinary Resolution, and in place of the foregoing provisions of resolution 9(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Securityholders irrespective of any votes or other participation at the adjourned Meeting by Ineligible Securityholders (and would also have been so satisfied if any Ineligible Securityholders who provide confirmation of their status as Ineligible Securityholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting);

10.  acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation in respect of the Securities" means the invitation by the Issuer to all Eligible Securityholders to consent to the modification of the Conditions relating to the Securities as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 29 October 2020 prepared by the Issuer in relation to the Consent Solicitation in respect of the Securities;

"Eligible Securityholder" means each Securityholder who is (a) either (i) a QIB and, if applicable, is acting on behalf of a beneficial owner who is also a QIB or (ii) outside the United States and not a U.S. person or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (b) not a retail investor (as defined below) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also not a retail investor, and (c) otherwise a person to whom the Consent Solicitation in respect of the Securities can be lawfully made and that may lawfully participate in the Consent Solicitation in respect of the Securities;

"Ineligible Securityholder" means each Securityholder who is not an Eligible Securityholder;

"Notice" means the notice given by the Issuer to Securityholders on or around 29 October 2020;

"QIB" means a qualified institutional buyer as defined in Rule 144A under the Securities Act;

"retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II") or (ii) a customer within the meaning of Directive 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11.  agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Trust Deed or the Notice, as applicable."

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £500,000,000 6.75% FIXED RATE RESET PERPETUAL ADDITIONAL TIER 1 CAPITAL SECURITIES

"THAT this Meeting of the holders (together, the "Securityholders") of the presently outstanding £500,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities (the "Securities") of Santander UK Group Holdings plc (the "Issuer"), constituted by the trust deed dated 10 April 2017 as amended, restated, modified and/or supplemented from time to time (the "Trust Deed") made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee for, inter alios, the Securityholders:

1.  (subject to paragraph 9of this Extraordinary Resolution) assents to the modification of the Trust Deed and of the terms and conditions of the Securities (the "Conditions") as set out in Schedule 1 to the Trust Deed as any of the same may from time to time be modified or amended and restated in accordance with the Trust Deed, in order that:

a.  upon the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR, the Reset Distribution Rate for the Securities applicable from, and including the applicable Reset Date will be the sum of (i) the Margin, (ii) the 5-year Mid-Swap Rate (SONIA) for such Reset Period, converted to a semi-annual rate in accordance with market convention and (iii) the Reset Distribution Rate Adjustment, to be calculated more fully as set out in Annex A to the Notice;

b.  new fallbacks shall be included for the 5-year Mid-Swap Rate (as amended pursuant to this Extraordinary Resolution if duly passed and implemented) in the case of the 5-year Mid-Swap Rate (SONIA); and

c.  further new fallbacks shall be included for the purposes of determining the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) in certain circumstances, including if the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) ceases to be published or administered,

all as defined (as applicable) and more fully set out in Annex A to the Notice.

2.  (subject to paragraph 9 of this Extraordinary Resolution) authorises, directs, requests and empowers:

(a)  the Issuer and the Trustee to execute a deed supplemental to the Trust Deed applicable to the Securities (the "Supplemental Trust Deed") to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution, in the form or substantially in the form of the draft produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments thereto (if any) as the Trustee shall require or agree to; and

(b)  the Issuer and the Trustee to execute and to do all such deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3.  (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Trustee from all liability for which they may have become or may become responsible under the Trust Deed or the Securities or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or its implementation, the modifications referred to in paragraph 1 of this Extraordinary Resolution or the implementation of those modifications or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Notice or this Extraordinary Resolution;

4.  (subject to paragraph 9 of this Extraordinary Resolution) irrevocably waives any claim that the Securityholders may have against the Trustee arising as a result of any loss or damage which they may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding on the holders) and the Securityholders further confirm that the Securityholders will not seek to hold the Trustee liable for any such loss or damage;

5.  (subject to paragraph 9 of this Extraordinary Resolution) expressly agrees and undertakes to indemnify and hold harmless the Trustee from and against all losses, liabilities, damages, costs, charges and expenses which may be suffered or incurred by them as a result of any claims (whether or not successful, compromised or settled), actions, demands or proceedings brought against the Trustee and against all losses, costs, charges or expenses (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with the Extraordinary Resolution and the Trust Deed;

6.  (subject to paragraph 9 of this Extraordinary Resolution) sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Securityholders appertaining to the Securities against the Issuer, whether or not such rights arise under the Trust Deed, the Conditions or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

7.  (subject to paragraph 9 of this Extraordinary Resolution) waives any and all conditions precedent in respect of the execution and delivery of the Supplemental Trust Deed and implementation of this Extraordinary Resolution and authorises, requests and instructs the Trustee not to obtain a legal opinion in relation to the execution of the Supplemental Trust Deed;

8.  (subject to paragraph 9 of this Extraordinary Resolution) discharges and exonerates the Issuer from all liability for which it may have become or may become responsible under the Trust Deed, the Securities or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Supplemental Trust Deed, the Notice or this Extraordinary Resolution;

9.  declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a)  the passing of this Extraordinary Resolution; and

(b)  the quorum required for, and the requisite majority of votes cast at, this Meeting being satisfied by Eligible Securityholders, irrespective of any votes or other participation at this Meeting by Ineligible Securityholders (and would also have been so satisfied if any Ineligible Securityholders who provide confirmation of their status as Ineligible Securityholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting) and further resolves that, if the Extraordinary Resolution is passed at this Meeting but such condition is not satisfied, the chairman of this Meeting and the Trustee are hereby authorised, directed, requested and empowered to adjourn this Meeting for such period being not less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by the chairman of this Meeting and approved by the Trustee, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution with the exception of resolution 9(b) of this Extraordinary Resolution, and in place of the foregoing provisions of resolution 9(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Securityholders irrespective of any votes or other participation at the adjourned Meeting by Ineligible Securityholders (and would also have been so satisfied if any Ineligible Securityholders who provide confirmation of their status as Ineligible Securityholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting);

10.  acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation in respect of the Securities" means the invitation by the Issuer to all Eligible Securityholders to consent to the modification of the Conditions relating to the Securities as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 29 October 2020 prepared by the Issuer in relation to the Consent Solicitation in respect of the Securities;

"Eligible Securityholder" means each Securityholder who is (a) either (i) a QIB and, if applicable, is acting on behalf of a beneficial owner who is also a QIB or (ii) outside the United States and not a U.S. person or acting for the account or benefit of a U.S. person (in each case, as defined in Regulation S under the Securities Act), (b) not a retail investor (as defined below) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also not a retail investor, and (c) otherwise a person to whom the Consent Solicitation in respect of the Securities can be lawfully made and that may lawfully participate in the Consent Solicitation in respect of the Securities;

"Ineligible Securityholder" means each Securityholder who is not an Eligible Securityholder;

"Notice" means the notice given by the Issuer to Securityholders on or around 29 October 2020;

"QIB" means a qualified institutional buyer as defined in Rule 144A under the Securities Act;

"retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II") or (ii) a customer within the meaning of Directive 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and

"Securities Act" means the U.S. Securities Act of 1933, as amended.

11.  agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Trust Deed or the Notice, as applicable."

INELIGIBLE SECURITYHOLDERS

Submission of Ineligible Holder Instructions

In respect of any Securities held through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg"), the submission of Ineligible Holder Instructions will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (an "Ineligible Holder Instruction") submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Holder Instruction must specify, among other things, the aggregate principal amount of the Securities of the relevant Series to which such Ineligible Holder Instruction relates, and the securities account number at Euroclear or Clearstream, Luxembourg, as applicable, in which the relevant Securities are held. The receipt of such Ineligible Holder Instruction by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the relevant Securities in the relevant Ineligible Securityholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to the such Securities until the earlier of (i) the date on which the relevant Ineligible Holder Instruction is validly revoked (including their automatic revocation on the termination of the related Consent Solicitation) and (ii) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Holder Instructions. Each beneficial owner of Securities who is an Ineligible Securityholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Securities who is an Ineligible Securityholder holds its Securities to submit an Ineligible Holder Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system.

By delivering, or arranging for the delivery on its behalf, of an Ineligible Holder Instruction in accordance with the procedures described below, a Securityholder shall (A) waive its right to attend and vote (or be represented) at the relevant Meeting (as the consequence of the eligibility condition set out in paragraph 9(b) of the relevant Extraordinary Resolution is that such Extraordinary Resolution will only be implemented where it is passed irrespective of any votes or other participation at the relevant Meeting by Ineligible Securityholders, such that the attendance and voting at the relevant Meeting by an Ineligible Securityholders will be of no consequence for such implementation) and (B) be deemed to agree, undertake, acknowledge and represent to the Issuer, the Tabulation Agent, the Trustee and the Solicitation Agents that at (i) the time of submission of such Ineligible Holder Instruction, (ii) the Expiration Date and (iii) the time of the relevant Meeting and at the time of any adjourned Meeting (and if a Securityholder is unable to make any such acknowledgement or give any such representation or warranty, such Securityholder or Direct Participant should contact the Tabulation Agent immediately):

(a)  It is an Ineligible Securityholder.

(b)  It is not a person or entity (a "Person") (A) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); or (B) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from time to time including by Council Regulation No. 960/2014 and Council Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. For these purposes "Sanctions Authority" means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states or the United Kingdom); (iv) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury. The representation set out above shall not be sought or given at any time after such representation is first made if and to the extent that it is or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or (ii) any similar blocking or anti-boycott law in the European Union or the United Kingdom.

(c)  It has undertaken the appropriate analyses of the implications of the relevant Consent Solicitation without reliance on the Issuer, the Trustee, the Principal Paying Agent, the Solicitation Agents or the Tabulation Agent.

(d)  It has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any vote in relation to the relevant Extraordinary Resolution, in any jurisdiction and that it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuer, the Solicitation Agents, the Tabulation Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with any votes in relation to the relevant Extraordinary Resolution.

(e)  Each Ineligible Holder Instruction is made on the terms and conditions set out in this notice and therein.

(f)  Each Ineligible Holder Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Securityholder is located or in which it is resident or located and no registration, approval or filing with any regulatory authority of such jurisdiction is required in connection with each such Ineligible Holder Instruction.

(g)  It holds and will hold, until the earlier of (i) the date on which its Ineligible Holder Instruction is validly revoked, and (ii) conclusion of the relevant Meeting or (if applicable) any relevant adjourned Meeting, as the case may be, the Securities the subject of the Ineligible Holder Instruction, in the relevant Clearing System and, if it holds its Securities through Euroclear or Clearstream, in accordance with the requirements of the relevant Clearing System and by the deadline required by the relevant Clearing System, it has submitted, or has caused to be submitted, an Ineligible Holder Instruction to the relevant Clearing System, as the case may be, to authorise the blocking of such Securities with effect on and from the date thereof so that no transfers of such Securities may be effected until the occurrence of any of the events listed in (i) or (ii) above.

(h)  It acknowledges that none of the Issuer, the Trustee, the Solicitation Agents, the Tabulation Agent, the Registrar and the Principal Paying Agent or any of their respective affiliates, directors, officers, employees or agents has made any recommendation as to whether to vote on the relevant Extraordinary Resolution and it represents that it has made its own decision with regard to voting on the relevant Extraordinary Resolution based on any independent legal, financial, tax or other advice that it has deemed necessary to seek.

(i)  It acknowledges that all authority conferred or agreed to be conferred pursuant to these acknowledgements, representations, warranties and undertakings and every obligation of the Securityholder offering to waive its right to vote on the relevant Extraordinary Resolution shall to the extent permitted by applicable law be binding upon the successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives of the Securityholder waiving its right to vote on the relevant Extraordinary Resolution and shall not be affected by, and shall survive, the death or incapacity of the Securityholder waiving its right to vote on the relevant Extraordinary Resolution, as the case may be.

(j)  It acknowledges that the Securities have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available (terms used in this paragraph that are, unless otherwise specified, defined in Regulation S are used as defined in Regulation S).

(k)  The terms and conditions of the Consent Solicitation shall be deemed to be incorporated in, and form a part of, the Ineligible Holder Instruction which shall be read and construed accordingly and that the information given by or on behalf of such Securityholder in the Ineligible Holder Instruction is true and will be true in all respects at the time of the relevant Meeting (or any relevant adjourned Meeting).

(l)  No information has been provided to it by the Issuer, Trustee, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, with regard to the tax consequences for Securityholders arising from the participation in any Consent Solicitation, the implementation of any Extraordinary Resolution, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its submission of the Ineligible Holder Instruction, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Trustee, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments.

If the relevant Ineligible Securityholder is unable to give any of the representations and warranties described above, such Ineligible Securityholder should contact the Tabulation Agent.

Each Ineligible Securityholder submitting an Ineligible Holder Instruction in accordance with its terms shall be deemed to have agreed to indemnify the Issuer, the Solicitation Agents, the Tabulation Agent, the Registrar, the Principal Paying Agent, the Trustee and any of their respective affiliates, directors, officers, employees or agents against all and any losses, costs, fees, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/or undertakings given pursuant to, such instruction by such Securityholder.

All questions as to the validity, form and eligibility (including the time of receipt) of any Ineligible Holder Instructions or revocation or revision thereof or delivery of Ineligible Holder Instructions will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any and all Ineligible Holder Instructions not in a form which is, in the opinion of the Issuer, lawful. The Issuer also reserves the absolute right to waive defects in Ineligible Holder Instructions with regard to any Securities. None of the Issuer, the Solicitation Agents, the Trustee, the Registrar, the Principal Paying Agent or the Tabulation Agent shall be under any duty to give notice to Securityholders or Beneficial Owners of any irregularities in Ineligible Holder Instructions; nor shall any of them incur any liability for failure to give notification of any material amendments to the terms and conditions of the Consent Solicitations.

REQUIREMENTS OF U.S. SECURITIES LAWS

In the event the Extraordinary Resolution in respect of a Series is passed, and beginning at the time that the amendments to the Securities of such Series become effective, Securityholders who are (i) QIBs and U.S. persons (as defined in Regulation S under the Securities Act) should note that the Securities of such Series may only be offered, sold, pledged or otherwise transferred (A)(1) to the Issuer, (2) so long as the relevant Security is eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a QIB that purchases the securities for its own account or for the account of one or more QIBs and to whom the seller delivers a notice of the transfer restrictions described in this paragraph, (3) to a person who is not a U.S. person in an offshore transaction meeting the requirements of Regulation S under the Securities Act, (4) pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available), (5) pursuant to another available exemption from the registration requirements under the Securities Act, (6) pursuant to an effective registration statement under the Securities Act and (B) in accordance with all applicable securities laws of the United States, or (ii) not U.S. persons or acting for the account or benefit of U.S. persons (in each case as defined in Regulation S under the Securities Act) should note that, until the expiry of the period of 40 days after the later of (A) the date on which the relevant Extraordinary Resolution is passed and (B) the date the amendments to the terms of the relevant Series become effective, sales may not be made in the United States or to U.S. persons unless made (I) outside the United States pursuant to Rule 903 and 904 of Regulation S or (II) to QIBS and in transactions pursuant to Rule 144A under the Securities Act.

Securityholders who have submitted and not revoked a valid Consent Instruction or Ineligible Holder Instruction in respect of the relevant Extraordinary Resolution by 10.00 a.m. (London time) on 1 December 2020 (the "Expiration Deadline") need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting).

GENERAL INFORMATION

The attention of Securityholders is particularly drawn to the quorum required for the Securityholders Meetings and for any adjourned Meeting which is set out in paragraphs 1 , 2 , 3 , 4 and 5 of " Voting and Quorum " below. Having regard to such requirements, Securityholders are strongly urged either to attend the relevant Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting a Consent Instruction or Ineligible Holder Instruction) as soon as possible.

Voting and Quorum

1.  The provisions governing the convening and holding of each Meeting are set out in Schedule 3 (Provisions for Meetings of Securityholders) to the relevant Trust Deed, a copy of which is available for inspection by the Securityholders during normal business hours at the specified offices of the Principal Paying Agent on any weekday (public holidays excepted).

All of the Securities of each Series are represented by a global Security and are registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg. For the purpose of the Meetings, a "Direct Participant" shall mean each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount outstanding of the Securities.

Each person (a "beneficial owner") who is the owner of a particular principal amount of the Securities through Euroclear, Clearstream, Luxembourg or a Direct Participant, should note that a beneficial owner will only be entitled to attend and vote at the relevant Meeting in accordance with the procedures set out below and where a beneficial owner is not a Direct Participant it will need to make the necessary arrangements, either directly or with the intermediary through which it holds its Securities, for the Direct Participant to complete these procedures on its behalf by all applicable deadlines.

A Direct Participant may by an instrument in writing in the English language (a "Form of Proxy") signed by such Direct Participant or, in the case of a corporation, executed under its common seal or signed on its behalf by its attorney or by its duly authorised officer and delivered to the specified office of the Registrar not less than 48 hours before the time fixed for the relevant Meeting (or any adjourned such Meeting), appoint any person (a "proxy") to act on his or its behalf in connection with the Meeting (or any adjourned such Meeting).

Any Direct Participant which is a corporation may by delivering to the specified office of the Registrar not less than 48 hours before the time fixed for the Meeting (or any adjourned such Meeting) a resolution of its directors or other governing body authorise any person to act as its representative (a "representative") in connection with the Meeting (or any adjourned such Meeting).

Any proxy or representative so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with the relevant Meeting (or any adjourned such Meeting), to be the holder of the Securities to which such appointment relates.

Beneficial owners or their Direct Participants must have made arrangements to vote with the relevant Clearing System by not later than 48 hours before the time fixed for the relevant Meeting (or any adjourned such Meeting) and within the relevant time limit specified by the relevant Clearing System (who may set a significantly earlier deadline) and request or make arrangements for the relevant Clearing System to block the Securities in the relevant Direct Participant's account and to hold the same to the order or under the control of the Principal Paying Agent.

A Direct Participant whose Securities have been blocked in its account with Euroclear or Clearstream, Luxembourg, as applicable, may thereby procure that an electronic voting and blocking instruction is given in accordance with the procedures of the relevant Clearing System to instruct the relevant Clearing System that the vote(s) attributable to the Securities which are the subject of such electronic voting and blocking instruction should be cast in a particular way (either in favour of or against) in relation to the relevant Extraordinary Resolution in respect of the Securities, which instructions shall require the Principal Paying Agent to appoint a proxy as described above.

Securities blocked as set out above will not be released until the earlier of (i) the date on which the relevant electronic voting and blocking instruction is validly revoked (including its automatic revocation on the termination of the related Consent Solicitation); (ii) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and (iii) not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent.

Securityholders should note that the timings and procedures set out in this notice reflect the requirements for Securityholders' Meetings set out in the relevant Trust Deed, but that the Clearing Systems and the relevant intermediaries may have their own additional requirements as to timings and procedures for voting on the relevant Extraordinary Resolution. Accordingly, Securityholders wishing to vote in respect of the relevant Extraordinary Resolution are strongly urged either to contact their custodian (in the case of a beneficial owner whose Securities are held in book-entry form by a custodian) or the relevant Clearing System (in the case of a Securityholder whose Securities are held in book-entry form directly in the relevant Clearing System), as soon as possible.

2.  The quorum at any Meeting for passing an Extraordinary Resolution to which special quorum provisions apply shall (subject as provided below) be one or more persons present holding or representing Securities or being proxies or representatives and holding or representing in aggregate not less than two-thirds of the aggregate principal amount of the relevant Series for the time being outstanding (as defined in the relevant Trust Deed). If a quorum is not present within 15 minutes after the time fixed for a Meeting, the relevant Meeting will be adjourned for such period being not less than 13 clear days nor more than 42 clear days, and shall be held via teleconference at such time as may be appointed by the chairman of the relevant Meeting and approved by the Trustee. In addition, if the quorum required for, and the requisite majority of votes cast at, the relevant Meeting is satisfied but the Eligibility Condition in respect of such Meeting is not satisfied, the chairman of the relevant Meeting will adjourn the relevant Meeting for such period being not less than 13 clear days nor more than 42 clear days, and such Meeting shall be held via teleconference at such time as may be appointed by the chairman of the Meeting and approved by the Trustee. The relevant Extraordinary Resolution will then be considered at an adjourned Meeting (notice of which will be given to the Securityholders of the relevant Series). At any adjourned Meeting, one or more persons present holding Securities or being proxies or representatives and holding or representing in aggregate not less than one-third of the aggregate principal amount of the relevant Series for the time being outstanding shall (subject as provided below) form a quorum and shall have the power to pass the Extraordinary Resolution.

3.  To be passed at the relevant Meeting, the Extraordinary Resolution requires a majority in favour consisting of at least three-fourths of the votes cast. The question submitted to the Meeting shall be decided in the first instance by a show of hands unless a poll is (before, or on the declaration of, the result of the show of hands) demanded by the chairman of the Meeting, the Issuer, the Trustee or by any person present holding a Security or being a proxy or representative (whatever the principal amount of the Securities so held or represented by him). At any Meeting a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

4.  The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on:

(a)  the passing of the relevant Extraordinary Resolution; and

(b)  the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Securityholders, irrespective of any votes or other participation at the relevant Meeting by Ineligible Securityholders (and would also have been so satisfied if any Ineligible Securityholders who provide confirmation only of their status as Ineligible Securityholders and waive their right to attend and vote (or be represented) at the relevant Meeting had actually participated at such Meeting), including the satisfaction of such condition at an adjourned Meeting (the "Eligibility Condition"),

(together, the "Consent Conditions").

5.  If passed, the Extraordinary Resolution passed at the Meeting will be binding upon all the Securityholders of the relevant Series whether or not present or voting at the Meeting.

Documents Available for Inspection

Copies of items (a)to (c) below(together, the "Securityholder Information") will be available from the date of this Notice, for inspection during normal business hours at the specified offices of the Principal Paying Agent on any weekday (public holidays excepted) and on the website of the Tabulation Agent (http://www.lucid-is.com/santander)).

(a)  this Notice;

(b)  the current drafts of each Supplemental Trust Deed as referred to in the relevant Extraordinary Resolution set out above (the "Supplemental Trust Deeds"); and

(c)  such other ancillary documents as may be approved by the Trustee and/or such other relevant party as are necessary or desirable to give effect to the Securityholder Proposal in full.

This Notice should be read in conjunction with the Securityholder Information.

The Securityholder Information may be supplemented from time to time. Existing Securityholders should note that each Supplemental Trust Deed may be subject to amendment (where such amendments are in line with the Proposed Amendments up until 7 days prior to the date fixed for the relevant Meeting. Should such amendments be made, blacklined copies (showing the changes from the originally available Supplemental Trust Deeds) and clean versions will be available from the Tabulation Agent (including on the website of the Tabulation Agent (http://www.lucid-is.com/santander)).

Existing Securityholders will be informed of any such amendments to the Supplemental Trust Deeds by announcements released on the regulatory news service of the London Stock Exchange.

CONTACT INFORMATION

Further information relating to the Proposed Amendments can be obtained from the Solicitation Agents directly:

THE SOLICITATION AGENTS

NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom   Attention: Liability Management Telephone: +44 (0) 20 7678 5222 Email: liabilitymanagement@natwestmarkets.com

Banco Santander, S.A. 2 Triton Square Regent's Place London NW1 3AN United Kingdom Attention: Liability Management Telephone: + 44 20 7756 6909 / +44 20 7756 6227 Email: tommaso.grospietro@santandercib.co.uk / adam.crocker@santandercib.co.uk

The contact details for the Tabulation Agent, the Principal Paying Agent and the Trustee are set out below:

 

THE TABULATION AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Attention:  David Shilson

Telephone:  +44 20 7704 0880

Email:    santander@lucid-is.com

Website:  www.lucid-is.com/santander  

THE TRUSTEE The Law Debenture Trust Corporation p.l.c. Fifth Floor 100 Wood Street London EC2V 7EX United Kingdom	THE PRINCIPAL PAYING AGENT Citibank, N.A., London Branch 6th Floor, Citigroup Centre Canada Square London E14 5LB United Kingdom

Securityholders whose Securities are held by Euroclear or Clearstream, Luxembourg should contact the Tabulation Agent at the address details above for further information on the process for voting at the Meeting.

ANNOUNCEMENTS

If the Issuer is required to make an announcement relating to matters set out in this Notice, any such announcement will be made in accordance with all applicable rules and regulations via notices to the Clearing Systems for communication to Securityholders and an announcement released on the regulatory news service of the London Stock Exchange.

This Notice is given by:

 

SANTANDER UK GROUP HOLDINGS PLC

 

Dated: 29 October 2020

Annex A to the Notice of Securityholder Meetings

Amendments to the Conditions in respect of each Series

(A)  Condition 5(e) shall be deleted and replaced with the following:

(e)  Reset Distribution Rates

The Distribution Rate in respect of a Reset Period (each a "Reset Distribution Rate") shall be the aggregate of (i) the Margin, (ii) the 5-year Mid-Swap Rate for such Reset Period and (iii) upon the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR, the applicable Reset Distribution Rate Adjustment for such Reset Period, determined and converted from a semi-annual to a quarterly basis in a commercially reasonable manner by the Calculation Agent (rounded to three decimal places, with 0.0005 rounded down).

(B)  The following provision shall be included in the Conditions as a new Condition 5(k):

(k)  Benchmark discontinuation

If:

(A)  the Issuer determines (in consultation with the Calculation Agent) on the basis of factors including, but not limited to, a public statement by the administrator or the supervisor of the administrator of the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) that (as applicable):

(i)  the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) has ceased (or will cease, prior to the next following Reset Determination Date) to be calculated or administered or published by the relevant administrator (in circumstances where no successor administrator has been appointed that will continue publication of the 5-year Mid-Swap Rate (or the relevant component part(s) thereof)); or

(ii)  there has otherwise taken place (or will otherwise take place, prior to the next following Reset Determination Date) a change in customary market practice (determined according to factors including, but not limited to, public statements, opinions and publications of industry bodies and organisations) to refer to a base rate other than the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) despite the continued existence of such 5-year Mid-Swap Rate (or the relevant component part(s) thereof); or

(B)  it is unlawful for the Calculation Agent and/or the Issuer to determine or use 5-year Mid-Swap Rate (or the relevant component part(s) thereof),

then the following provisions shall apply to the Securities:

(1)  the Issuer shall use reasonable efforts to appoint an Independent Adviser to determine (in each case in consultation with the Issuer) an Alternative Relevant Rate and such other adjustments (if any) as referred to in this Condition 5(k) for the purposes of determining the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) for all future Reset Periods (subject to the subsequent operation of this Condition 5(k) during any other future Reset Period(s)).

(2)  Subject to paragraph (3) of this Condition 5(k), if:

(i)  the Independent Adviser acting in good faith and in a commercially reasonable manner (in consultation with the Issuer) determines no later than five Business Days prior to the relevant Reset Determination Date relating to the next Reset Period (the "IA Mid-Swap Determination Cut-off Date") that an Alternative Relevant Rate has succeeded or replaced the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) in customary market usage in the international debt capital markets for setting rates comparable to the 5-year Mid-Swap Rate (or the relevant component part(s) thereof); or

(ii)  the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 5(k) fails to determine an Alternative Relevant Rate prior to the relevant IA Mid-Swap Determination Cut-off Date, the Issuer determines (acting in good faith and in a commercially reasonable manner) no later than three Business Days prior to the relevant Reset Determination Date relating to the next Reset Period (the "Issuer Mid-Swap Determination Cut-off Date") that an Alternative Relevant Rate has succeeded or replaced the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) in customary market usage in the international debt capital markets for setting rates comparable to the 5-year Mid-Swap Rate (or the relevant component part(s) thereof),

then the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) for all future Reset Periods (subject to the subsequent operation of this Condition 5(k) during any other future Reset Period(s)) shall be such Alternative Relevant Rate.

Without prejudice to the definition thereof, for the purposes of determining an Alternative Relevant Rate and/or applicable adjustments thereto (if any), the Independent Adviser or the Issuer (as applicable) will take into account relevant and applicable market precedents, as well as any published guidance from relevant associations involved in the establishment of market standards and/or protocols in the international debt capital markets and such other materials as the Independent Adviser or the Issuer (as applicable), in its sole discretion, considers appropriate.

(3)  Notwithstanding sub-paragraph (ii) in the definition of "5-year Mid-Swap Rate (LIBOR)" or "5-year Mid-Swap Rate (SONIA)" (as applicable), if:

(i)  the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 5(k) notifies the Issuer prior to the IA Mid-Swap Determination Cut-off Date that it has determined that no Alternative Relevant Rate exists;

(ii)  the Independent Adviser appointed by the Issuer in accordance with paragraph (1) of this Condition 5(k) fails to determine an Alternative Relevant Rate prior to the relevant IA Mid-Swap Determination Cut-off Date, without notifying the Issuer as contemplated in sub-paragraph (3)(i) of this Condition 5(k) and the Issuer (acting in good faith and in a commercially reasonable manner) determines prior to the Issuer Mid-Swap Determination Cut-off Date that no Alternative Relevant Rate exists; or

(iii)  an Alternative Relevant Rate is not otherwise determined in accordance with paragraph (2) of this Condition 5(k) prior to the Issuer Mid-Swap Determination Cut-off Date,

the 5-year Mid-Swap Rate in respect of the relevant Reset Period shall be determined as at the last preceding Reset Determination Date or, in the case of the first Reset Determination Date, the 5-year Mid-Swap Rate shall be [1.832 per cent., in the case of the 7.375% Securities and 0.856 per cent., in the case of the 6.75% Securities.]

This paragraph (3) shall apply to the relevant Reset Period only.  Any subsequent Reset Period(s) shall be subject to the operation of this Condition 5(k).

(4)  Promptly following the determination of any Alternative Relevant Rate as described in this Condition 5(k), the Issuer shall give notice thereof and of any adjustments (and the effective date(s) thereof) pursuant to this Condition 5(k) to the Trustee, the Principal Paying Agent, the Calculation Agent and, in accordance with Condition 17, the Securityholders.

The Trustee and the Principal Paying Agent shall, at the direction of the Issuer (following consultation with the Calculation Agent), effect such waivers and consequential amendments to the Trust Deed, the Agency Agreement, these Conditions and any other document as the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines may be required to give effect to any application of this Condition 5(k).  Prior to any such waivers and/or consequential amendments taking effect, the Issuer shall provide a certificate signed by two authorised signatories of the Issuer to the Trustee, the Principal Paying Agent and the Calculation Agent which (i) provides details of such waivers and/or consequential amendments and (ii) certifies that such waivers and/or consequential amendments are required to give effect to any application of this Condition 5(k), and the Trustee, the Principal Paying Agent and the Calculation Agent shall be entitled to rely on such certificate without further enquiry or liability to any person. For the avoidance of doubt, the Trustee shall not be liable to the Securityholders or any other person for so acting or relying, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person. Such changes shall apply to the Securities for all future Reset Periods (subject to the subsequent operation of this Condition 5(k)).  No consent of the Securityholders shall be required in connection with effecting the relevant Alternative Relevant Rate as described in this Condition 5(k) or such other relevant adjustments pursuant to this Condition 5(k), including for the execution of, or amendment to, any documents or the taking of other steps by the Issuer or any of the parties to the Trust Deed and/or the Agency Agreement (if required). 

Notwithstanding the foregoing, the Trustee shall not be obliged to agree to any modification if in the sole opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce rights and/or the protective provisions afforded to the Trustee in these Conditions or the Trust Deed.

Notwithstanding any other provision of this Condition 5(k), no Alternative Relevant Rate will be adopted, and no other amendments to the terms of the Notes will be made pursuant to this Condition 5(k), if and to the extent that, in the sole determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Securities as Tier 1 Capital.

(C)  Condition 12(b) shall be deleted and replaced with the following:

(b)  Modification of the Trust Deed or the Agency Agreement

The Trustee may agree, without the consent of the Securityholders, to (i) any modification of any of these Conditions and the provisions of the Trust Deed or the Agency Agreement that is in the opinion of the Trustee of a formal, minor or technical nature or is made to correct a manifest error, and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of these Conditions and the provisions of the Trust Deed or the Agency Agreement that is in the opinion of the Trustee not materially prejudicial to the interests of the Securityholders.

In addition, the Trustee shall, without the consent of the Securityholders, concur with the Issuer in making modifications to these Conditions and/or other relevant transaction documents to which it is a party that the Issuer considers necessary in the circumstances set out in Condition 5(k).

Any such modification, authorisation or waiver shall be binding on the Securityholders and, unless the Trustee otherwise requires, such modification shall be notified to the Securityholders as soon as practicable thereafter.

(D)  Condition 19 shall be amended as follows:

(i)  The definitions for "5-year Mid-Swap Rate", "5-year Mid-Swap Rate Quotations", "Reset Reference Bank Rate" and "Screen Page" in Condition 19 shall be renamed as "5-year Mid-Swap Rate (LIBOR)", "5-year Mid-Swap Rate Quotations (LIBOR)", "LIBOR Reset Reference Bank Rate" and "Screen Page (LIBOR)", respectively, and reordered in appropriate places in alphabetical order, with references to such terms in the Conditions being amended accordingly.

(ii)  The following definitions will be added to Condition 19 in appropriate places in alphabetical order:

"5-year Mid-Swap Rate" means (i) if an Index Cessation Event in respect of 6 month Sterling LIBOR has not occurred on or before the relevant Reset Determination Date, the 5-year Mid-Swap Rate (LIBOR) or (ii) if an Index Cessation Event in respect of 6 month Sterling LIBOR has occurred on or before the relevant Reset Determination Date, the 5-year Mid-Swap Rate (SONIA);

"5-year Mid-Swap Rate (SONIA)" means, in relation to a Reset Period and the Reset Determination Date in relation to such Reset Period:

(i)  the annual pounds sterling mid-swap rate with a term of five years where the floating leg pays daily compounded SONIA annually, which is calculated and published by ICE Benchmark Administration Limited on such Reset Determination Date and displayed as at 11:15 a.m. (London time) on such Reset Determination Date on such Bloomberg or Reuters page (the "Screen Page (SONIA)") or, as the case may be, such other information service that may replace Bloomberg or Reuters, in each case as may be nominated by ICE Benchmark Administration Limited, or any alternative  or successor  provider for the publication of such rate as is in customary market usage in the international debt capital markets; or

(ii)  if such rate does not appear on the Screen Page (SONIA) at such time on such Reset Determination Date, the Reset Reference Bank Rate on such Reset Determination Date,

which annual rate shall in each case be converted by the Calculation Agent to a semi-annual rate in accordance with market convention;

"5-year Mid-Swap Rate Quotations" means (i) if an Index Cessation Event in respect of 6 month Sterling LIBOR has not occurred on or before the relevant Reset Determination Date, the 5-year Mid-Swap Rate Quotations (LIBOR) or (ii) if an Index Cessation Event in respect of 6 month Sterling LIBOR has occurred on or before the relevant Reset Determination Date, the 5-year Mid-Swap Rate Quotations (SONIA);

"5-year Mid-Swap Rate Quotations (SONIA)" means the arithmetic mean of the bid and ask rates for the annual fixed leg (calculated on an Actual/365 (Fixed) day count basis) of a fixed-for-floating pounds sterling interest rate swap which:

(i)  has a term of five years commencing on the relevant Reset Date;

(ii)  is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market; and

(iii)  has a floating leg based on the overnight SONIA rate compounded for 12 months (calculated on an Actual/365 (Fixed) day count basis);

"Alternative Relevant Rate" means the rate which has replaced the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) in customary market usage in the international debt capital markets for the purposes of determining reset distribution rates (or the relevant component part thereof) in respect of securities denominated in pounds sterling and with an reset period of a comparable duration to the relevant Reset Period, or, if the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines that there is no such rate, such other rate as such Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines in its discretion is most comparable to the 5-year Mid-Swap Rate (or the relevant component part(s) thereof);

"IA Mid-Swap Determination Cut-off Date" has the meaning given in Condition 5(k);

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Issuer at the Issuer's expense;

"Index Cessation Event" means an Index Cessation Event as defined in Supplement number 70 to the 2006 ISDA Definitions and, for the purposes of these Conditions and the definition of "Index Cessation Event", the "Applicable Rate" is 6 month Sterling LIBOR;

"Issuer Mid-Swap Determination Cut-off Date" has the meaning given in Condition 5(k);

"Reset Distribution Rate Adjustment" means, following the occurrence of an Index Cessation Event in respect of 6 month Sterling LIBOR, the rate specified on Bloomberg screen "SBP0006M Index", or any successor page, as calculated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) in relation to "Sterling LIBOR" as at the time such Index Cessation Event occurs, provided that:

(a)   if such screen rate is negative the applicable Reset Distribution Rate Adjustment shall be deemed to be 0 per cent.; and

(b)  if, in relation to any Reset Period and the Reset Determination Date in relation to such Reset Period, (i) the 5-year Mid-Swap Rate (SONIA) is determined as the SONIA Reset Reference Bank Rate, (ii) no 5-year Mid-Swap Rate Quotations are provided on the relevant Reset Determination Date as described in the definition of "SONIA Reset Reference Bank Rate", and (iii) the SONIA Reset Reference Bank Rate is either (A) the 5-year Mid-Swap Rate (LIBOR) in respect of the immediately preceding Reset Period or (B) [1.832 per cent., in the case of the 7.375% Securities and 0.856 per cent., in the case of the 6.75% Securities], the applicable Reset Distribution Rate Adjustment for such Reset Period shall be deemed to be 0 per cent.;

"Reset Reference Bank Rate" means (i) if an Index Cessation Event in respect of 6 month Sterling LIBOR has not occurred on or before the relevant Reset Determination Date, the LIBOR Reset Reference Bank Rate or (ii) if an Index Cessation Event in respect of 6 month Sterling LIBOR has occurred on or before the relevant Reset Determination Date, the SONIA Reset Reference Bank Rate;

"SONIA Reset Reference Bank Rate" means, in relation to a Reset Period and the Reset Determination Date in relation to such Reset Period, the percentage rate determined on the basis of the 5-year Mid-Swap Rate Quotations provided by the Reset Reference Banks to the Calculation Agent at approximately 11:00 a.m. (London time) on such Reset Determination Date. If at least three quotations are provided, the SONIA Reset Reference Bank Rate will be the arithmetic mean of the quotations provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are provided, the SONIA Reset Reference Bank Rate will be the arithmetic mean of the quotations provided. If only one quotation is provided, the SONIA Reset Reference Bank Rate will be the quotation provided. If no quotations are provided, the SONIA Reset Reference Bank Rate for the relevant Reset Period will be (i) in the case of each Reset Period other than the Reset Period commencing on the First Reset Date, the 5-year Mid-Swap Rate in respect of the immediately preceding Reset Period or (ii) in the case of the Reset Period commencing on the First Reset Date, [1.832 per cent., in the case of the 7.375% Securities and 0.856 per cent., in the case of the 6.75% Securities]; and

(iii)  The definition of "Reset Reference Bank" in Condition 19 will be amended to read as follows:

"Reset Reference Banks" means five leading swap dealers in the interbank market selected by the Issuer (excluding the Calculation Agent or any of its affiliates) in its discretion, acting in a commercially reasonable manner;