1 1

United Kingdom

Third Quarter 2015

29 October, 2015

2 2 Disclaimer Santander UK Group Holdings plc (“Santander UK Group Holdings”) is a subsidiary of Banco Santander, S.A. (“Santander”). Santander UK Group Holdings and Santander both caution that this presentation may contain forward-looking statements. Such forward-looking statements are found in various places throughout this presentation. Words such as “believes”, “anticipates”, “expects”, “intends”, “aims” and “plans” and other similar expressions are intended to identify forward-looking statements, but they are not the exclusive means of identifying such statements. Forward-looking statements include, without limitation, statements concerning our future business development and economic performance. Forward-looking statements involve known and unknown risks and uncertainties, they are based on management’s current expectations, estimates and projections and both Santander UK Group Holdings and Santander caution that these statements are not guarantees of future performance. We also caution readers that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. We have identified certain of these factors on pages 321 to 340 of the Santander UK Group Holdings Annual Report for 2014. Investors and others should carefully consider the foregoing factors and other uncertainties and events. Undue reliance should not be placed on forward-looking statements when making decisions with respect to Santander UK, Santander and/or their securities. The information in this presentation, including any forward-looking statements, speak only as of the date on which they are made, and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. Statements as to historical performance, historical share price or financial accretion are not intended to mean that future performance, future share price or future earnings for any period will necessarily match or exceed those of any prior quarter. Nothing in this presentation should be construed as a profit forecast. No representation or warranty of any kind is made with respect to the accuracy, reliability or completeness of any information, opinion or forward-looking statement, any assumptions underlying them, the description of future operations or the amount of any future income or loss contained in this presentation or in any other written or oral information made or to be made available to any interested party or its advisers by Santander UK Group Holdings or Santander’s advisers, officers, employees or agents. It does not purport to be comprehensive and has not been independently verified. Any prospective investor should conduct their own due diligence on the accuracy of the information contained in this presentation. This presentation does not constitute an offer to sell, or a solicitation of an offer to subscribe for, any securities, it does not constitute advice or a recommendation to buy, sell or otherwise deal in any securities of Santander UK Group Holdings or Santander or any other securities and should not be relied on for the purposes of an investment decision. This presentation has not been filed, reviewed or approved by any regulator, governmental regulatory body or securities exchange in any jurisdiction or territory. To the fullest extent permitted by law, neither Santander UK Group Holdings nor Santander accept any liability whatsoever for any direct or consequential loss arising from any use of or reliance on this presentation. By attending / reading the presentation you agree to be bound by these provisions. Note: The results information contained in this presentation has been prepared according to Spanish accounting criteria, regulation and Banco Santander group policy in a manner applicable to all subsidiaries of the Banco Santander Group. As a result it may differ from that disclosed locally by Santander UK. The results information in this presentation includes all of the Banco Santander group operations in the UK even if they are in Santander UK consolidated Group. Source: Santander UK Group Holdings Q3 2015 results “Quarterly Management Statement for the nine months ended 30 September 2015” or Santander UK Group Holdings Management (‘MI’), unless otherwise stated. Santander has a standard listing of its ordinary shares on the London Stock Exchange and Santander UK continues to have its preference shares listed on the London Stock Exchange. Further information in relation to Santander UK can be found at: www.santander.co.uk/uk/about-santander-uk. Neither the content of Santander UK’s website nor any website accessible by hyperlinks on Santander UK’s website is incorporated in, or forms part of, this presentation. Santander UK Group Holdings plc. Registered Office: 2 Triton Square, Regent's Place, London, NW1 3AN, United Kingdom. Registered Number 8700698. Registered in England. www.santander.co.uk. Telephone 0870 607 6000. Calls may be recorded or monitored. Santander UK Group Holdings plc. and its subsidiaries operate primarily in the UK, are regulated by the UK Prudential Regulation Authority (‘PRA’) and the Financial Conduct Authority (‘FCA’) and are part of the Banco Santander, S.A. group (the ‘Banco Santander group’). Santander UK plc’s Financial Services Register number is 106054. Santander UK plc. is also licensed by the Financial Supervision Commission of the Isle of Man for its branch in the Isle of Man. Deposits held with the Isle of Man branch are covered by the Isle of Man Depositors’ Compensation Scheme as set out in the Isle of Man Depositors’ Compensation Scheme Regulations 2010.In the Isle of Man, Santander UK plc’s principal place of business is at 19/21 Prospect Hill, Douglas, Isle of Man, IM1 1ET. Santander and the flame logo are registered trademarks. Banco Santander S.A. London Branch is regulated by the Financial Conduct Authority.

3 3

Agenda

■ Macro-economic environment and financial system

■ Strategy and business

■ Results

■ Appendix

4 4 Macro-economic environment Relatively strong growth of UK economy. Falling oil prices have led to lower inflation

Source: Office for National Statistics and Bank of England. Estimates by Santander UK Economics (September 2015) 1 GDP growth was revised down from 2.8% y/y to 2.6% y/y in 2015 Q2 (30th September – Quarterly National Accounts). GDP growth was also marked down from 3.0% to 2.9% for 2014 as a whole.

2 Bank of England Bank rate 3 Consumer Price Index

Annual GDP growth (%, real)1 Interest rates (%, year end)2

Annual CPI inflation rate (%, annual average) 3 GBP/Euro exchange rates (year end)

1.2 2.2

2.9 2.5 2.5

2012 2013 2014 2015 (e) 2016 (e)

0.50 0.50 0.50 0.501.00

2012 2013 2014 2015 (e) 2016 (e)

2.8 2.6 1.5

0.1 1.5

2012 2013 2014 2015 (e) 2016 (e)

1.23 1.201.28

1.38 1.38

2012 2013 2014 2015 (e) 2016 (e)

5 5 Macro-economic environment

Unemployment expected to fall further. Signs of strengthening housing market

House prices (%, year end)

Property transactions (sa, 000s)

Average weekly earnings (annual, % inc. bonuses)

Unemployment rate (ILO, year end) 1

Source: Her Majesty’s Revenue & Customs, Office for National Statistics and Halifax (Lloyds Banking Group) . Estimates by Santander UK Economics (September 2015) 1 International Labour Organisation definition

7.8 7.2 5.7 5.3 5.2

2012 2013 2014 2015 (e) 2016 (e)

(0.3)

7.5 7.85.5 4.0

2012 2013 2014 2015 (e) 2016 (e)

1.4 1.2 1.2

2.5 2.7

2012 2013 2014 2015 (e) 2016 (e)

9321,068 1,222 1,256 1,250

2012 2013 2014 2015 (e) 2016 (e)

6 6 Financial system: loan and deposit growth

Loan growth remains modest. Steady deposit growth

YoY (%)

GBPbn.

Total loans growth of 1.6% at end 2014, has increased in 2015

Mortgage growth of 2.2% projected in 2015

Corporate sterling loan growth still negative in mid-2015

YoY (%)

Steady deposit growth has continued, reflecting continued balance sheet adjustments

Some indication that the personal savings ratio is moderating compared to a year ago

Corporate deposit growth still strong. Investment intentions remain positive

Total loans1

Total deposits2

1 Total loans stock and annual % change include household borrowing and PNFC sterling borrowing from banks 2 Total deposits include household deposits (with banks and NS&I) and PNFC deposits, excluding cash holdings Source: Bank of England. Bankstats (Monetary and Financial Statistics) end – September 2015 (August data) Annual growth is calculated using growth of net lending on existing stock

1,799 1,797 1,805 1,807 1,8161.8 1.6 1.9 1.9 2.1

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

1,564 1,591 1,615 1,637 1,661

4.7 5.2 5.5 5.8 6.4

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

7 7

Agenda

■ Macro-economic environment and financial system

■ Strategy and business

■ Results

■ Appendix

8 8

Santander UK is a well established UK market player

Santander UK’s branches

1 Customer Balances based on local view 2 Active customers hold at least one active product. For current accounts, savings accounts or credit cards an active product must be open and have a balance of more than £50 or at least one transaction in the last month 3 Local criteria includes branches and universities and excludes agencies

4 Calculated as Customer Loans and Credits divided by Customer Deposits on the face of the balance sheet. LDR was impacted by the commencement of the PSA cooperation in February 2015. 5 RoTE of 12.0% is adjusted for the FSCS and UK Bank levy phasing. Statutory RoTE was 12.8% 6 CET 1 capital ratio was impacted by the commencement of the PSA cooperation in February 2015.

Our franchise

Sep'15 Var. YoY Business and Results Loans1 £198.1 bn. 4%Deposits1 £159.7 bn. 6%Total customer funds £165.8 bn. 5%Attributable profit £1,087 mn. 14%

Network and CustomersClients - active customers2 14 mn. n.a.Branches3 880 (7%)ATMs 2,337 1%

Other Key MetricsLoan-to-Deposit ratio (LDR)4 125% 3 p.p.Return on Risk Weighted Assets (RoRWA) 1.72% 14 b.p.s.Return on Tangible Equity (RoTE)5 12.0% 8 b.p.s.CET1 ratio6 11.7% -15 b.p.s.

9 9

Sustained balance growth from loyal customers; improving the quality

of liabilities

Corporate lending grew 12% year-on-year, despite a

subdued market utilising enhanced capability

‘Bank of Choice’ for UK

companies

1I2I3 World transforming our profile and improving

customer satisfaction

Loyal and satisfied retail

customers

Commercial focus / strategy (1)

1I2I3 World customers (mn.)

Dec'13 Dec'14 Sep'15

27.9

41.150.7

Dec'13 Dec'14 Sep'15

22.1 23.9 26.2

Dec'13 Dec'14 Sep'15

2.4

3.64.6

Total Corporate loans (£bn.)

Current accounts (£bn.)

10 10

CET11 2

1 CRD IV end point Common Equity Tier 1 Capital is calculated in accordance with the PRA CRD IV implementation rules (Policy Statement PS7/13) 2 FL CET 1 capital ratio and the LDR were impacted by the completion of the PSA cooperation. Excluding the impact of the PSA cooperation, the FL CET 1 capital ratio was 12.0% and LDR 123%.

Strong capital position

Loan-to-Deposit Ratio (LDR)2

Underlying funding position broadly stable

Consistent profitability and

a strong balance sheet

Commercial focus / strategy (2)

Dec'13 Dec'14 Sep'15

123% 124% 125%

Dec'13 Dec'14 Sep'15

11.6%

11.9%11.7%

11 11

Sep'15 YoY QoQ

Individuals 164.2 4% 1%Mortgages2 152.3 2% 1%Consumer credit3 11.9 45% 1%

Companies 26.2 12% 2%SMEs 13.3 8% 2%Corporates 7.1 16% 2%Large corporates 5.8 15% 1%

Non core 7.7 (11%) (2%)

Total 198.1 4% 1%

190.4 190.7

194.2196.2

198.1

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

4.0%

1.0%

Loans performance

Total loans

Mortgage growth in-line with market. Strong corporate loan growth

GBPbn.

1 Customer Balances based on local view. 2 Mortgages refers to residential retail mortgages only and excludes social housing and commercial mortgage assets cooperation. 3 Consumer credit impacted by the completion of the PSA

1

12 12

Sep'15 YoY QoQ

Demand 61.607 28% 5%Savings 62.945 1% 1%Time 35.098 (14%) (3%)

Total 159.650 6% 2%

Funds distributed2 6.188 (12%) (5%)

Total Customer Funds 165.838 5% 1%

150.9 152.4154.6

157.1159.7

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

5.8%

1.6%

Total customer funds performance

Total deposits

Further growth in loyal retail balances. Managing down rate sensitive deposits

GBPbn.

1 Customer Balances based on local view 2 Third-party off-balance sheet assets originated by Santander Asset Management in the United Kingdom

1

13 13

Agenda

■ Macro-economic environment and financial system

■ Strategy and business

■ Results

■ Appendix

14 14

Banking NIM (%)1

Net interest income and spreads

Net Interest Income

NII YOY growth driven by increased lending. Banking NIM under pressure from lower asset margins

Loans spread (%)

Deposits spread (%)

GBPmn.

1 ‘Banking NIM’ is calculated as annualised statutory net interest income divided by average customer loans

1.82% 1.85% 1.87% 1.85% 1.80%

864

885 887900 896

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

3.7%

(0.4%) 1.36%1.33% 1.33% 1.32% 1.29%

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

Total Loans Spread

0.89% 0.92% 0.92% 0.90% 0.90%

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

Total Deposits Spread

15 15 Net fees

Net Fees

Regulatory and competitive pressures impacting fee income

GBPmn.

9M'15 9M'14 YoY QoQ

Banking 208 232 (11%) 8%Credit Cards 51 52 (2%) (4%)Investments 46 49 (5%) (8%)Mortgages 15 15 4% 3%GCB1 138 132 4% (20%)Other 161 132 22% (14%)Total 619 612 1% (7%)

206216 213 210

196

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

(6.9%)

(5.2%)

1 Global Corporate Banking (‘GCB’) was previously referred to as Corporate & Institutional Banking (‘CIB’)

16 16 Gross income

Gross Income

Gross income rising, driven by net interest income momentum

GBPmn.

9M'15 9M'14 YoY QoQ

Net Interest Income 2,682 2,526 6% (0%)

Net Fees 619 612 1% (7%)

Subtotal 3,301 3,139 5% (2%)

Gains/Losses on Financial Transactions 147 167 (12%) (31%)

Other Operating Income 27 23 18% n.m

Gross income 3,475 3,328 4% (2%)

1,124 1,136 1,152 1,173 1,150

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

2.3%

(2.0%)

17 17

Operating expenses

Operating Expenses

Operational efficiency well managed, absorbing on-going investment

GBPmn.

1 Local criteria, includes branches and universities but excludes agencies

9M'15 9M'14 YoY QoQ

General and admin. expenses 1,648 1,554 6% (0%)

Depreciation and amortisation 177 189 (6%) (1%)

Operating expenses 1,824 1,743 5% (1%)

Efficiency ratio (including depreciation) 52.5% 52.4% 0.1 p.p. (0.7) p.p.

Number of branches 1 880 942 (7%) (2%)

Number of employees 26,154 25,384 3% (1%)

585

609 612 608 605

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

3.4%

(0.6%)

18 18 Net operating income after loan-loss provisions (‘LLPs’)

Loan portfolios performing well in a favourable credit environment

Cost of credit

Net LLPs

LLPs and Cost of Credit

GBPmn.

1 Cost of credit based on 12 month loan-loss provisions divided by average customer loans.

1

9M'15 9M'14 YoY QoQ

Net operating income 1,650 1,586 4% (3%)

LLPs (63) (240) (74%) (147%)

Net op. income after LLPs 1,587 1,346 18% (0%)

NPL Coverage Ratio 40% 43% (3) p.p. (0) p.p.NPL Ratio 1.51% 1.80% (29) b.p.s (10) b.p.s

70

2756

12

(6)

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

0.19%0.14% 0.11% 0.08% 0.04%

19 19 Attributable profit

Strategic transformation with improvement in profitability

Attributable Profit

GBPmn.

1

1 Attributable profit is post non-controlling interests of £20m 2 Reduction from Q2’15 is largely due to lower net fee income and an additional £43m conduct remediation provision relating to wealth and investment products

9M'15 9M'14 YoY QoQ

Profit before taxes 1,416 1,198 18% (11%)

Tax on profit (309) (248) 25% (7%)

Attributable profit 1 1,087 949 14% (13%)

Effective tax rate 22% 21% 1 p.p. 1 p.p.

322 305350

394343

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

6.7%

(12.8%)

2

20 20

The UK economy continues to be supportive of our business. Full year 2015 GDP growth forecast of +2.5%

UK housing market remains strong, with higher volumes and house prices than a year ago, but with evidence of a slow down. We maintain a conservative risk discipline, with a 65% LTV on new mortgages

Market loan growth driven by residential mortgages and unsecured personal lending; corporate loan stock to be broadly steady for 2015

Market Environment

and Financial System

Strategy and

Business

Results

Conclusions

1I2I3 World, with 4.6 million customers, is transforming the quality of our customer base while reducing funding costs

Retail customer satisfaction improved further and we continue to be the first choice for customers switching their current account provider

The new corporate platform is delivering business growth. Corporate loans increased 12% over the year, despite a subdued market

Profit after tax (1) rose 14% to £1,087mn vs 9M’14. Banking NIM of 1.84% for 9M’15.

Operational efficiency well managed. We continue to invest in business growth and further enhancements to our digital channel

Balance sheet strength: FL CET 1 ratio of 11.7%; Leverage ratio of 4.1%

Strong performance in 9M’15 and with a supportive outlook

1 Attributable profit is post non-controlling interests of £20m

21 21

Agenda

■ Macro-economic environment and financial system

■ Strategy and business

■ Results

■ Appendix

22 22 Balance sheet GBPbn.

* Includes all stock of concept classified in the balance sheet ** Capital + reserves + retained profit + valuation adjustments

30.09.15 30.09.14 Amount %

Loans and credits* 209.7 193.5 16.2 8.4Trading portfolio (w/o loans) 29.8 27.4 2.4 8.9Available-for-sale financial assets 9.6 8.3 1.2 14.5Due from credit institutions* 11.1 13.0 (2.0) (15.0)Intangible assets and property and equipment 2.2 1.9 0.3 15.5Other assets 20.6 31.3 (10.7) (34.1)Total assets/liabilities & shareholders' equity 283.1 275.5 7.5 2.7Customer deposits* 167.8 158.4 9.4 6.0Marketable debt securities* 53.2 54.7 (1.5) (2.8)Subordinated debt 3.0 4.8 (1.7) (36.4)Insurance liabilities 0.0 0.0 0.0 -Due to credit institutions* 18.4 19.9 (1.5) (7.5)Other liabilities 28.4 26.2 2.3 8.7Shareholders' equity** 12.3 11.7 0.6 5.0Off-balance-sheet funds 6.9 7.8 (0.8) (10.9) Mutual funds 6.8 7.7 (0.8) (10.9) Pension funds 0.0 0.0 0.0 - Managed portfolios 0.1 0.1 (0.0) (9.6)Customer funds under management 231.0 225.6 5.4 2.4Commercial loans included above 198.1 190.4 7.7 4.0Commercial deposits included above 159.7 150.9 8.7 5.8

Variance

23 23 Income statement GBPmn.

* Including dividends, income from equity-accounted method and other operating income/expenses

9M'15 9M'14 Amount %

Net interest income 2,682 2,526 156 6Net Fees 619 612 6 1Gains (losses) on financial transactions 147 167 (20) (12)Other operating income * 27 23 4 18Gross income 3,475 3,328 146 4Operating Expenses (1,824) (1,743) (82) 5

General administrative expenses (1,648) (1,554) (94) 6Personnel (876) (933) 57 (6)Other general administrative expenses (772) (621) (151) 24

Depreciation and amortisation (177) (189) 12 (6)Net Operating Income 1,650 1,586 65 4Net loan-loss provisions (63) (240) 177 (74)Other income (171) (148) (24) 16Profit before taxes 1,416 1,198 218 18Tax on profit (309) (248) (61) 25Consolidated profit 1,107 949 157 17Minority interests (20) 0 (20) -Attributable profit to the Group 1,087 949 138 14

Variance

24 24 Quarterly statements of income GBPmn.

* Including dividends, income from equity-accounted method and other operating income/expenses

Q3'14 Q4'14 Q1'15 Q2'15 Q3'15

Net interest income 864 885 887 900 896Net Fees 206 216 213 210 196Gains (losses) on financial transactions 46 27 45 60 42Other operating income * 7 7 7 3 17Gross income 1,124 1,136 1,152 1,173 1,150Operating Expenses (585) (609) (612) (608) (605)

General administrative expenses (532) (537) (556) (547) (545)Personnel (326) (322) (294) (302) (280)Other general administrative expenses (206) (215) (262) (245) (265)

Depreciation and amortisation (53) (72) (56) (61) (60)Net Operating Income 539 527 540 565 545Net loan-loss provisions (70) (27) (56) (12) 6Other income (58) (108) (41) (36) (94)Profit before taxes 411 392 443 516 457Tax on profit (89) (87) (87) (115) (107)Consolidated profit 322 305 356 401 350Minority interests - - (6) (7) (7)Attributable profit to the Group 322 305 350 394 343

25 25