Virgin Money UK PLC — Proxy Solicitation & Information Statement 2021

Jan 27, 2021

		Lodge your voting instruction: Online: www.investorcentre.co.uk/eproxy
MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2	00 00 01	By Mail: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY United Kingdom
ADD3 ADD4	SG349	For all enquiries call: (within United Kingdom) 0370 707 1172 (outside United Kingdom) +44 (0)370 707 1172

Form of Proxy - Annual General Meeting to be held on Thursday 25 February 2021

To be effective, all proxy appointments must be lodged with Virgin Money UK PLC's Registrars at: The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or online via www.investorcentre.co.uk/eproxy by 9.00am (GMT) on Tuesday 23 February 2021.

Explanatory Notes:

• 1. As explained in the Annual General Meeting (AGM) Notice of Meeting, due to the ongoing impacts of the COVID-19 pandemic in line with UK Government guidance and relevant legislation, shareholders, third party proxies and corporate representatives will not be permitted to attend the AGM this year and instead the AGM will be held with only the minimum number of attendees present as required to form a quorum under the Company's constitution and who are essential for the business of the AGM to be conducted. These attendees will be Company employees. For this reason, shareholders are strongly encouraged to appoint the Chairman of the Meeting as their proxy to ensure their vote is counted. Although every holder has the right to appoint some other person(s) of their choice as his/her proxy (other than the Chairman of the Meeting), such other person will not be permitted to attend the AGM this year. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes). Your proxy will vote (or abstain from voting) as he/she thinks fi t in relation to any other matter which is put before the Meeting.
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44(0) 0370 707 1172 or you may photocopy this form. Please indicate in the box next to the proxy's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. Any electronic communication sent by a shareholder to Virgin Money UK PLC (the 'Company') or to the Registrar which is found to contain a computer virus will not be accepted.
• 4. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 5. Pursuant to Regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 11.00pm (GMT) on the date two business days before the Meeting being Tuesday 23 February 2021. Changes to entries on the Register of Members of the Company after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
• 6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours (excluding non-business days) before the time appointed for holding the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
• 7. The above is how your address appears on the Register of Members of the Company. If this information is incorrect please call the Registrar's helpline on +44(0) 0370 707 1172 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 8. Any alterations made to this form should be initialled.
• 9. In the case of joint holders of a share the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members of the Company.
• 10. Any power of attorney or other authority under which this proxy form is signed (or a duly certifi ed copy of such power of attorney) must be returned with this proxy form.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

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Form of Proxy

* You are strongly encouraged to select the Chairman of the Meeting as your proxy - please see explanatory notes (see front). Please leave this box blank if you want to select the Chairman. Complete this box only if you wish to appoint a third party proxy other than the Chairman. Do not insert your own name(s).

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I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting ('the Meeting') of Virgin Money UK PLC (the 'Company') to be held on Thursday 25 February 2021 at 9.00am (GMT), and at any adjournment of the Meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.					X Please use a black pen. Mark with an X inside the box as shown in this example.
1.	Ordinary Resolutions To receive the Annual Report and Financial Statements for the year ended 30 September 2020.	For		Vote Against Withheld	Special Resolutions 13. To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital.		For	Against Withheld	Vote
2. 3.	To approve the Directors' Annual Report on Remuneration for the year ended 30 September 2020. To re-elect David Bennett as a Director of the Company.				14. To authorise the Directors to disapply statutory pre emption rights in respect of an additional 5% of the Company's issued share capital. Ordinary Resolution
4.	To re-elect Paul Coby as a Director of the Company.				15. To authorise the Directors to allot equity securities in connection with AT1 Securities.
5. 6.	To re-elect David Duffy as a Director of the Company. To re-elect Geeta Gopalan as a Director of the				Special Resolutions 16. To authorise the Directors to disapply statutory pre emption rights in respect of the allotment of equity securities in connection with AT1 Securities and issue further AT1 Securities.
7.	Company. To re-elect Darren Pope as a Director of the Company.				17. To permit the Company to purchase its own shares.
8.	To re-elect Amy Stirling as a Director of the Company.				18. To permit the Company to enter into a contingent purchase contract between the Company and Citigroup Global Markets Australia Pty Limited for the purchase by the Company of ordinary shares converted from CHESS Depositary Interests (CDIs).
9.	To re-elect Tim Wade as a Director of the Company.				Ordinary Resolutions 19. To authorise the Company to make political donations
	10. To re-appoint Ernst & Young LLP as auditors.				and incur political expenditure. 20. To authorise the Directors to allot shares in connection
	11. To authorise the Audit Committee to determine the remuneration of auditors.				with the Conduct Indemnity Deed. Special Resolution
	12. To authorise the Directors to allot shares.				21. To authorise the Directors to disapply statutory pre emption rights in respect of the allotment of shares in connection with the Conduct Indemnity Deed.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fi t or abstain in relation to any business of the meeting.

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In the case of a shareholder which is a corporation, this proxy form must be given under its common seal or be signed on its behalf by an offi cer duly authorised, stating their capacity (e.g. director, secretary) or an attorney.

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