Regulatory Approval and Timetable Update

Announcement of Regulatory Approval and Timetable Update

The boards of Virgin Money and Nationwide are pleased to announce that the FCA and the PRA have given their requisite consent to the recommended cash acquisition of the entire issued and to be issued share capital of Virgin Money by Nationwide, the terms of which were announced on 21 March 2024 (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 Acquisition is subject to the Conditions set out in Part 3 of the Scheme Document, including the receipt of the relevant approvals from the FCA and the PRA. Further to the announcement on 19 July 2024 confirming that the UK CMA had given its approval of the Acquisition, on 6 September 2024 the FCA and the PRA each gave written notice to Nationwide approving each acquisition of control in respect of a UK authorised person contemplated by the Acquisition. Accordingly, Condition 4(A) set out in Part A of Part 3 of the Scheme Document has been satisfied. As all relevant regulatory approvals have now been received, Virgin Money will proceed to seek the sanction of the Scheme by the Court in accordance with the timetable set out below.

The Acquisition will not require any immediate changes to the capital structure of the Virgin Money Group or the Combined Group as a whole. The PRA has confirmed that it intends to apply sub-consolidated prudential requirements to Virgin Money until 31 December 2028, which means that the outstanding externally held own funds issued by Virgin Money will, subject to applicable deductions, be eligible to meet the consolidated capital requirements applicable to the Combined Group. The Bank of England has also confirmed that it intends to exercise its discretion to treat the outstanding externally held eligible liabilities, additional tier 1 and tier 2 instruments issued by Virgin Money as eligible to meet the consolidated MREL requirements applicable to the Combined Group until 31 December 2028. Nationwide and Virgin Money intend to simplify and align their capital structures over time as part of broader integration planning.

Nationwide is pleased to announce that Muir Mathieson is appointed Chief Financial Officer and executive director of Nationwide with effect from the date of this announcement. Chris Rhodes is standing down from the Nationwide board with immediate effect and will spend the period until Completion preparing to become the Chief Executive Officer of Virgin Money (such appointment taking effect on the Effective Date).

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

Next steps and timetable

The Scheme remains subject to certain other conditions including sanction by the Court at the Court Hearing (expected to take place on 27 September 2024) and the delivery of a copy of the Court Order to the Registrar of Companies. Subject to the Scheme receiving the sanction of the Court on the expected date and the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction or (if capable of waiver) the waiver of the remaining Conditions to the Scheme (as set out in the Scheme Document) the Scheme is expected to become Effective on 1 October 2024.

The expected timetable of principal events for the implementation of the Scheme is set out below. 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 expected 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.

Nationwide's LEI Number is 549300XFX12G42QIKN82.

Announcement authorised for release by Jason Wright, Society Secretary of Nationwide.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Disclaimers

Information for Overseas Shareholders

Notice to Australian Virgin Money Shareholders

Share purchases

General