Consideration Exchange Rates for Virgin Money UK

Consideration Exchange Rates

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"), 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"). Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the scheme document relating to the Acquisition (the "Scheme Document").

On 1 October 2024, Virgin Money and Nationwide announced that the Scheme had become Effective.

In accordance with the terms set out in the Scheme Document, certain Virgin Money Shareholders will receive the Consideration payable to them in Australian Dollars or New Zealand Dollars, converted from pounds sterling to the relevant currency at the Consideration Exchange Rate obtained by Nationwide through one or more market transactions carried out over one or more Business Days following the Scheme Record Time. As set out in the Scheme Document, the Consideration Exchange Rate includes a deduction for any applicable and properly incurred transaction and dealing costs.

Nationwide confirms that the Consideration Exchange Rates that have been obtained, and therefore the equivalent value of the Consideration and the aggregate amounts payable by Nationwide in Australian Dollars and New Zealand Dollars, are as set out in the table below.

Disclaimers

Notice to Australian Virgin Money Shareholders

General