Virgin Money UK PLC — Proxy Solicitation & Information Statement 2023

Jan 18, 2023

VIRGIN MONEY UK PLC ARBN 609 948 281

Need assistance?

Phone: 1800 764 308 (within Australia) +61 3 9415 4142 (outside Australia)

Online:

www.investorcentre.com/contact

VUK MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Virgin Money UK PLC Annual General Meeting ('the AGM')

In accordance with the recent amendments to the Corporations Act 2001 (Cth), we will not be posting to you a hard copy of the Notice of Meeting ahead of our AGM unless you have specifically requested one. Details of where you can access the Notice of the 2023 AGM (the 'Notice of Meeting') and lodge your voting instruction are contained in this letter.

Meeting date

The AGM of Virgin Money UK PLC (the 'Company') will be held on Tuesday 21 February 2023 at 9.00am (GMT).

2022 Annual Report and Accounts

The Company's Annual Report and Accounts are available on our website at https://www.virginmoneyukplc.com/investor-relations/results-and-reporting/annual-reports/

Notice of Meeting

The Company's Notice of Meeting is available at https://www.virginmoneyukplc.com/investorrelations/ shareholder-information/shareholder-meetings/

Make Your Vote Count

To lodge your voting instructions and access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

SRN/HIN: I9999999999 Control Number: 999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For a proxy appointment to be effective your voting instructions must be received by 8.00pm (AEDT) on Friday 17 February 2023. Instructions on how to lodge your voting instructions are detailed on the enclosed form.

The number of CDIs you hold as at 11.00pm (AEDT) on Friday 17 February 2023 will determine how many votes you can exercise.

Your Communications

We are encouraging all our shareholders and CDI holders to provide an email address to receive their communications electronically.

By choosing to receive notifications by email you'll have access to Company information more quickly and securely. In addition, electronic communication reduces printing and supports our commitment to manage our business in a sustainable way.

PROVIDE YOUR DETAILS ONLINE

1. Go online to www.computershare.com.au/investor

2. For your security you will be required to register, which simply means entering your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) detailed on this letter and creating a User ID and a password

3. 1. Upon registering, you will be navigated to the main home page. Click the 'My Profile' button
4. 1. Click on the 'Update' button located under 'Communication Preferences'
5. 1. Enter the relevant information email address and click 'Submit'

Yours faithfully

Lorna F. McMillan Group Company Secretary

Registered office: Virgin Money UK PLC Jubilee House Gosforth Newcastle upon Tyne NE3 4PL

Registered in England and Wales - No. 9595911

VIRGIN MONEY UK PLC

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

ARBN 609 948 281

Need assistance?

Phone: 1800 764 308 (within Australia) +61 3 9415 4142 (outside Australia)

Online: www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be received by 8:00pm (AEDT) on Friday 17 February 2023.

CDI Voting Instruction Form - Annual General Meeting to be held on Tuesday 21 February 2023

Exercising your voting rights - choose one option

Option A: Appoint CHESS Depositary Nominees Pty Limited (CDN) to exercise your voting rights. Do not select this option if you wish to attend and vote at the Meeting in person.

You can appoint CDN to exercise the voting rights attached to the ordinary shares it holds on your behalf at the Meeting. To choose this option you must:

• mark the 'Option A' box overleaf with an 'X'; and
• direct CDN how to vote on each of the resolutions by marking the 'For', 'Against' or 'Vote Withheld' box for each resolution in the 'Voting directions' section C overleaf. CDN will not vote on a resolution unless you have provided a direction; and
• sign and return this form in accordance with the instructions on this form.

Option B: Instruct CDN to appoint yourself or another person as its proxy

You can instruct CDN to appoint another person (e.g. the Chair of the Meeting) as its proxy in respect of the ordinary shares it holds on your behalf. To choose this option:

• mark the 'Option B' smaller box overleaf with an 'X';
• if you wish to instruct CDN to appoint yourself or someone other than the Chair of the Meeting as its proxy, you must enter your name or the name of that other person in the larger box in 'Option B' overleaf;
• if you wish to appoint the Chair of the Meeting leave the larger box blank;
• you may direct the Chair of the Meeting or the person you have named in the larger box in 'Option B' overleaf how to vote on each of the resolutions by marking the 'For', 'Against' or 'Vote Withheld' box for each resolution in the 'Voting directions' section C overleaf; and
• sign and return this form in accordance with the instructions on this form.

If you do not direct the Chair of the Meeting or the other person how to vote on a resolution, they may vote (if they are permitted to attend the Meeting) as they choose on that resolution. If you instruct CDN to appoint the Chair of the Meeting as its proxy but do not direct the Chair how to vote on a resolution, when the Chair votes as proxy on a poll, their current intention is to vote in favour of each of the proposed resolutions. The Chair will also have discretion as to how to vote on any other resolution which may properly come before the Meeting (i.e. a request for an adjournment). The Chair's intention necessarily expresses their intention at the date this form was printed prior to circulation to CHESS Depositary Interests (CDI) holders and therefore, in exceptional circumstances, the Chair's intention may change subsequently.

Section C - Voting directions

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.

Signing instructions where lodging this form by mail

Individual: Where the holding is in one name, the CDI holder must sign.

Joint Holding: Where the holding is in more than one name, all of the CDI holders must sign. Power of Attorney: If you are signing as an attorney and you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Capitalised terms used in this form have the meaning giving to them in the Virgin Money UK PLC Notice of Annual General Meeting.

Lodge your voting instruction: XX

Online:

Lodge your voting instruction online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

SRN/HIN: I9999999999 Control Number: 999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

*M00000112Q02*

VUK

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030	Change of address. If your address is incorrect, mark this box and make the correction in the space to the left. CDI holders sponsored by a broker (reference number	
	commences with 'X') should advise their broker of any changes.	I 9999999999	I N D
CDI Voting Instruction Form	Please mark	to indicate your directions
with the instructions on the front of this form):	I/We, being a CDI holder, hereby instruct CHESS Depositary Nominees Pty Limited (CDN) as follows (please mark the boxes below in accordance		XX
Option A B Option	To appoint the Chair of the Meeting or the person named below as its proxy
To vote on my/our behalf on OR the resolutions in accordance with the directions below
	for/at the Annual General Meeting ('the Meeting') of Virgin Money UK PLC ('the Company') to be held on Tuesday 21 February 2023 at 9.00am (GMT) and at any

adjournment of the Meeting. CDN will instruct its proxy (if applicable) to vote on the resolutions proposed at the Meeting in accordance with the following directions. Where no direction is given, the proxy may (to the extent they are permitted to attend the Meeting) vote as they see fit or abstain in relation to the proposed resolution. In addition, the proxy can vote as they see fit, or abstain, on any other business of the Meeting, including amendments to resolutions, and at any adjournment of the Meeting. If you do not select an option above, and this CDI Voting Instruction Form has been validly signed, then you will be deemed to have marked Option B and instructed CDN to appoint the Chair of the Meeting as its proxy .

C Voting directions - please mark 'X' to indicate your directions

	Ordinary Resolutions	For	Vote Against Withheld		Special Resolutions	For	Against	Vote Withheld
1	To receive the reports of the Directors and auditors and the audited financial statements for the year ended 30 September 2022.				16 To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital.
2	To approve the Directors' remuneration policy.				17 To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital.
3	To approve the Directors' annual report on remuneration for the year ended 30 September 2022.				Ordinary Resolution
4	To declare a final dividend of 7.5p per ordinary share in the Company in respect of the year ended				18 To authorise the Directors to allot equity securities in connection with AT1 Securities.
	30 September 2022. Special Resolutions
5	To re-elect Clifford Abrahams as a Director of the Company.				19 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.
6	To re-elect David Bennett as a Director of the Company.
7	To re-elect David Duffy as a Director of the Company.				20 To permit the Company to purchase its own shares.
					21 To permit the Company to enter into a contingent
8	To re-elect Geeta Gopalan as a Director of the Company.				purchase contract between the Company and Citigroup Global Markets Australia Pty Limited (Citi) for the purchase by Citi, at the direction of the Company, of CHESS Depositary Interests (CDIs).
9	To re-elect Elena Novokreshchenova as a Director of the Company.
	10 To re-elect Darren Pope as a Director of the Company.			22 To permit the Company to enter into a contingent purchase contract between the Company and Goldman Sachs International (Goldman Sachs)
	11 To re-elect Tim Wade as a Director of the Company.				for the purchase by Goldman Sachs, at the direction of the Company, of CHESS Depositary Interests (CDIs).
	12 To elect Sara Weller CBE as a Director of the Company.				Ordinary Resolution
	13 To re-appoint Ernst & Young LLP as auditors of the Company.				23 To authorise the Company to make political donations and incur political expenditure.
	14 To authorise the Audit Committee to determine the remuneration of the auditors.
	15 To authorise the Directors to allot shares.

Individual or first CDI holder	CDI holder 2		CDI holder 3
Sole director and sole company secretary	Director	Contact		Director/company secretary
Contact		Daytime
Name		Telephone		/ / Date

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