Results of Court Meeting and General Meeting

On 21 March 2024, the boards of Virgin Money and Nationwide announced that they had agreed the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Virgin Money by Nationwide (the "Acquisition"). The Acquisition is being implemented by way of a scheme of arrangement between Virgin Money and its shareholders under Part 26 of the Companies Act (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Acquisition (the "Scheme Document"). The Scheme Document was sent, or made available, to Virgin Money Shareholders and, for information purposes only, to persons with information rights and participants in the Virgin Money Share Plans, on 22 April 2024.

Virgin Money is pleased to announce that, at the Court Meeting and General Meeting held earlier today:

• the requisite majority of Virgin Money Shareholders voted to pass the Resolutions at the General Meeting.

Full details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in Parts 9 and 10 of the Scheme Document.

David Bennett, Chairman of Virgin Money UK PLC, commented:

"The Board of Virgin Money welcomes the outcome of the shareholder meetings that took place earlier today, where shareholders voted strongly in favour of the recommended cash acquisition by Nationwide. We are hopeful that the transaction will complete before the end of the year, subject to the outstanding conditions being satisfied."

Voting results of the Court Meeting

The table below sets out the results of the poll to approve the Scheme at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Ordinary Shareholder Voting Record Time.

Note:

1 All percentages rounded to two decimal places.

2 The total of Scheme Shareholders voting "for" and "against" the resolution exceeds the total number of Scheme Shareholders who voted, as 11 registered members gave instructions for votes to be cast in favour of the resolution in respect of part of their holding of Scheme Shares and against the resolution in respect of another part of their holding of Scheme Shares.

Voting results of the General Meeting

The table below sets out the results of the polls at the General Meeting. Each Virgin Money Ordinary Shareholder entered on the register of members of Virgin Money at the Ordinary Shareholder Voting Record Time present, in person or by proxy, and eligible to vote on the relevant Resolutions was entitled to one vote per Virgin Money Ordinary Share. Each Virgin Money CDI Holder entered on the CDI Register at the CDI Holder Voting Record Time was entitled to instruct CDN as to how to exercise the voting rights attached to the relevant Virgin Money Ordinary Shares underlying their Virgin Money CDIs.

Virgin Group (and any group undertakings of, or person or undertaking under common control with, Virgin Group that acquired Virgin Money Shares prior to the General Meeting (including, for the avoidance of doubt, Vieco Investments)) were not entitled to vote, and did not vote, on the Virgin Resolution.

Note:

1 All percentages rounded to two decimal places.

4 The votes withheld on the Virgin Resolution also include 188,852,373 Virgin Money Shares held by Virgin Group, any of its group undertakings and any person or undertaking under common control with Virgin Group (including Vieco Investments) and any entity holding Virgin Money Shares on their behalf which were not eligible to vote.

The number of Virgin Money Ordinary Shares (inclusive of Virgin Money Ordinary Shares underlying Virgin Money CDIs) in issue at 6.00 p.m. on 20 May 2024, being the Ordinary Shareholder Voting Record Time, was 1,296,472,686.

A copy of the Resolutions passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

This announcement should be read in conjunction with the Scheme Document. A copy of the Scheme Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Virgin Money's website at www.virginmoneyukplc.com/investor-relations/announcements/ and on Nationwide's website at https://www.nationwide.co.uk/investor-relations/virgin-money-terms-of-access/. A copy of the Scheme Document has also been submitted to the National Storage Mechanism and is available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Unless otherwise defined, all capitalised terms in this announcement have the meaning given to them in the Scheme Document. Unless the context otherwise requires, references in this announcement to Virgin Money Shares and Virgin Money Shareholders include Virgin Money CDIs and Virgin Money CDI Holders, as applicable. All references to times are to London, UK, times unless otherwise stated.

Expected Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions 2(A), 2(B) and 3(A) (as set out in Part 3 of the Scheme Document) have been satisfied.

The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and to the further terms set out in the Scheme Document, including the receipt of certain regulatory clearances and the Court sanctioning the Scheme at the Court Hearing.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 9 to 10 of the Scheme Document and is also set out in the Appendix to this announcement. The times and dates given in the expected timetable of principal events are based on Virgin Money's and Nationwide's current expectations and may be subject to change. The dates will depend, among other things, on the date upon which: (i) the remaining Conditions are satisfied or, if capable of waiver, waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. The Scheme is expected to become Effective during calendar Q4 of 2024.

If the Scheme is approved as outlined above, dealings in Virgin Money Ordinary Shares are expected to be suspended from 7.30 a.m. on the Business Day following the Court Hearing. It is intended that the London Stock Exchange and the FCA will be requested, respectively, to cancel trading in Virgin Money Ordinary Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Virgin Money Ordinary Shares from the Official List, in each case by 8.00 a.m. on the Business Day following the Effective Date.

Dealings in Virgin Money CDIs are expected to be suspended from 4.00 p.m. (AEST) on the date falling two Australian Business Days prior to the Court Hearing. It is intended that ASX Limited will be requested to remove the listing of Virgin Money from the Australian Securities Exchange on the Australian Business Day following the Effective Date.

If any of the expected times and dates set out in the timetable change, Virgin Money will give notice of this change by issuing an announcement through a Regulatory Information Service and the ASX Market Announcements Platform and, if required by the Panel, posting notice of the change(s) to Virgin Money Shareholders and persons with information rights. Such announcement will be made available on Virgin Money's website at www.virginmoneyukplc.com/investor-relations/announcements/ and on Nationwide's website at https://www.nationwide.co.uk/investor-relations/virgin-money-terms-of-access/.

Virgin Money's LEI Number is 213800ZK9VGCYYR6O495.

Announcement authorised for release by Lorna McMillan, Group Company Secretary of Virgin Money.

Clifford Chance LLP is acting as legal adviser to Virgin Money in connection with the Acquisition.

Slaughter and May is acting as legal adviser to Nationwide in connection with the Acquisition.

Disclaimers

Information for Overseas Shareholders

Notice to Australian Virgin Money Shareholders

Share purchases

General

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following dates are indicative only and subject to change (please see Note (1) below):

(1) These times and dates are indicative only and will depend, among other things, on the date upon which the Conditions are satisfied or, if capable of waiver, waived and the date on which the Court sanctions the Scheme. The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Virgin Money will give notice of any updates or changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service and the ASX Market Announcements Platform and, if required by the Panel, posting notice of the change(s) to Virgin Money Shareholders and persons with information rights. Virgin Money Share Plan participants will be contacted separately to inform them of the effect of the Acquisition on their Awards.

• For the purposes of the Condition set out in paragraph 2(C) of Part A of Part 3 (Conditions to and further terms of the Acquisition) of the Scheme Document, the "expected date" shall be the date which is no later than 14 calendar days after the satisfaction or (if capable of waiver) waiver of the Conditions in paragraphs 2(A), 2(B), 3 and 4 of Part A of Part 3 (Conditions to and further terms of the Acquisition) of the Scheme Document.

(*) These references to "D-2" or "E+1" are to the day falling two Australian Business Days before the actual date which is D or one Australian Business Day after the actual date which is E, respectively.

(**) In the context of the Effective Date, reference to "D+1" is to the day falling one calendar day following the actual date which is D.

(***) These references to "D+1" or "E+1" are to the day falling one Business Day following the actual date which is D or E, respectively.

All references in this announcement to times are to times in London, UK (unless otherwise stated).