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Consent Solicitation - Results (XS2343851510)

In brief · summary, not quotable

Virgin Money holders approve substitution of principal debtor and modifications to £300m Tier 2 Notes.

  • Existing Tier 2 Notes £300,000,000
  • Votes in favour of Extraordinary Resolution £291,921,000
  • Percentage of votes in favour 99.99%
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£300,000,000 2.625 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Capital Notes due 2031 (XS2343851510)

(the "Existing Tier 2 Notes")

On 3 June 2025, Virgin Money UK PLC (the "Issuer") announced invitations to eligible holders of its outstanding Existing Tier 2 Notes to consider and, if thought fit, approve certain Proposals, being the substitution of the Issuer as principal debtor under the Existing Tier 2 Notes and certain other modifications of the terms and conditions (the "Conditions") of the Existing Tier 2 Notes, by way of an extraordinary resolution of the holders of the Existing Tier 2 Notes (the "Extraordinary Resolution"), all as further described in the consent solicitation memorandum dated 3 June 2025 (the "Consent Solicitation Memorandum"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

NOTICE IS HEREBY GIVEN to the holders of the Existing Tier 2 Notes that, at the Meeting of such holders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 25 June 2025 at 10.00 a.m. (London time): (i) the quorum was reached; and (ii) the Extraordinary Resolution set out in the notice of meeting to Noteholders of the Existing Tier 2 Notes dated 3 June 2025 previously notified to Noteholders in accordance with the terms of the Trust Deed for the Existing Tier 2 Notes was duly passed. The relevant Consent Conditions were also satisfied.

The number of votes in respect of Notes held by Eligible Noteholders cast in favour of the Extraordinary Resolution was £291,921,000 (representing 99.99% of the total number of votes cast at the Meeting).

Existing Tier 2 Notes Early Participation Fee and Ineligible Noteholder Payment

Each Eligible Noteholder of Existing Tier 2 Notes from whom a valid Electronic Voting Instruction was received by the Tabulation Agent by the Expiration Deadline will receive the Early Participation Fee by no later than the Implementation Date (which is expected to be on or about 2 July 2025).

Documentation

The Supplemental Trust Deed, the Supplemental Agency Agreement and the Amended and Restated Final Terms implementing the Proposals in respect of the Existing Tier 2 Notes for which the Extraordinary Resolution was passed will be executed as soon as reasonably practicable on or around 2 July 2025. A further announcement will be made once such execution has taken place.

Tabulation Agent

Kroll Issuer Services Limited News Building 3 London Bridge Street London SE1 9SG United KingdomTelephone: +44 (0) 20 7704 0880 Email: virginmoney@is.kroll.com Attention: Owen Morris / Scott Boswell Website: https://deals.is.kroll.com/virginmoney-consent

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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