UK Competition and Markets Authority Approval

UK Competition and Markets Authority ("CMA") Approval

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 to be implemented by means 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 Acquisition was approved by Virgin Money Shareholders at the Shareholder Meetings held on 22 May 2024.

The boards of Virgin Money and Nationwide welcome today's announcement by the CMA that it has unconditionally cleared the Acquisition following its Phase 1 investigation. Accordingly, Condition 4(B) set out in Part A of Part 3 of the Scheme Document has been satisfied.

The Acquisition remains subject to the satisfaction or, where applicable, waiver of the remaining Conditions as set out in the Scheme Document including, amongst others, the approval of the Acquisition by the PRA and the FCA and the sanction of the Scheme by the Court.

Unless otherwise defined, all capitalised terms in this announcement have the meaning given to them in the Scheme Document.

The expected timetable of principal events relating to the Scheme remains as set out in the Scheme Document. Subject to the satisfaction or, where applicable, waiver of the remaining Conditions, the Scheme is expected to become Effective during calendar Q4 of 2024.

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. If any of the 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/.

All Virgin Money Shareholders have the right to attend the Court Hearing.

Virgin Money's LEI Number is 213800ZK9VGCYYR6O495.

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

Disclaimers

Information for Overseas Shareholders

Notice to Australian Virgin Money Shareholders

Share purchases

General