Virgin Money UK PLC — Proxy Solicitation & Information Statement 2024

Jan 25, 2024

Lodge your voting instruction:

www.investorcentre.co.uk/eproxy

By Mail:

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY United Kingdom

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 Friday 1 March 2024

The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or online via www.investorcentre.co.uk/eproxy by 9.00am (GMT) on Wednesday 28 February 2024.

Explanatory Notes:

• 1. If you would like another person(s) to act as your proxy, rather than the Chair of the Meeting, to attend, speak and vote on your behalf at the Meeting, please insert their name in the first box on the next page. If you don't want to provide them with your full voting entitlement make sure you note the number of shares you wish the proxy to have authority for in the box next to the proxy's name. If you do not indicate how your proxy should vote on any resolution, your proxy can vote in any way they wish. The same applies to any other matter considered at the Meeting.
• 2. Need to appoint more than one proxy? Simply photocopy this form or request an additional form(s) from the Registrar by calling the helpline on +44 (0)370 707 1172. Insert the proxy's name in the first box together with the number of shares in which they can act as your proxy and mark the box below their name to confirm you have appointed more than one proxy. Please sign all forms and return to the Registrar in the same envelope.
• 3. To keep Virgin Money UK PLC (the "Company") and the Registrar safe, all electronic communications found to contain a computer virus will not be accepted.
• 4. Don't wish to vote on certain resolutions? Simply choose the "Vote Withheld" option on the form. This option is not regarded as a vote in law, and therefore will not be counted in the calculation of votes "For" and "Against" a resolution.
• 5. In line with Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes that may be cast will reflect the Registrar of Members of the Company at 11.00pm (GMT) on Wednesday 28 February 2024. Changes made after this time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

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.

• 6. Are you a CREST member? You can appoint one or more proxies through the CREST electronic proxy appointment service by using the instructions in the CREST manual available via www.euroclear.com. Please ensure your CREST messages are received before the time appointed for holding the Meeting (the time of receipt will be taken to be the time (as determined by the time stamp generated by the CREST system) from which the issuer's agent is able to retrieve the message). Please refer to Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 for details of why certain CREST proxy appointments may be treated as invalid.
• 7. Is your address showing correctly? If not, let us know of any changes by calling the Registrar's helpline on +44 (0)370 707 1172 to request a change of address form. Or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 8. We all make mistakes every now and again. If you need to change any information on the form, simply initial your changes.
• 9. Are you a joint shareholder? If so, please note that the only votes that will be accepted is that of the person whose name is listed first on the Register of Members of the Company (the senior holder).
• 10. Are you signing this form on behalf of another person? Please provide the power of attorney or other authority, or a certified copy of the document and enclose this with the completed form.

All Named Holders

Form of Proxy

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

	I/We hereby appoint the Chair 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 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on Friday 1 March 2024 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 use a black pen. Mark with an X X Please mark here to indicate that this proxy appointment is one of multiple appointments being made. inside the box as shown in this example.
Ordinary Resolutions 1. To receive the reports of the Directors and auditors and the audited financial statements of the Company for the year ended 30 September 2023.		For		Vote Against Withheld		17. To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital.			Vote Against Withheld
2.	To approve the Directors' remuneration report as set out in the Company's Annual Report and Accounts for the year ended 30 September 2023, as supplemented by the note to resolution 2 in the Notice of AGM.					Ordinary Resolution 18. To authorise the Directors to allot equity securities in connection with AT1 Securities. Special Resolutions
3.	To declare a final dividend of 2p per ordinary share in the Company in respect of the year ended 30 September 2023.					19. To authorise the Directors to disapply statutory pre-emption rights in respect of any issue of further AT1 Securities.
4.	To re-elect Clifford Abrahams as a Director of the Company.					20. To permit the Company to purchase its own shares.
5.	To re-elect David Bennett as a Director of the Company.					21. To permit the Company to enter into a contingent purchase contract between the Company and Citigroup Global Markets Australia Pty Limited (Citi) for
6.	To elect Lucinda Charles-Jones as a Director of the Company.					the purchase by Citi, at the direction of the Company, of CHESS Depositary Interests (CDIs).
7.	To re-elect David Duffy 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) for the
8.	To re-elect Geeta Gopalan as a Director of the Company.					purchase by Goldman Sachs, at the direction of the Company, of CHESS Depositary Interests (CDIs).
9.	To re-elect Elena Novokreshchenova as a Director of the Company.					23. To permit the Company to enter into a contingent purchase contract between the Company and J.P. Morgan Securities Australia Limited (J.P. Morgan)
	10. To re-elect Darren Pope as a Director of the Company.					for the purchase by J.P. Morgan, at the direction of the Company, of CHESS Depositary Interests (CDIs).
	11. To re-elect Tim Wade as a Director of the Company.					24. To permit the Company to enter into a contingent purchase contract between the Company and Morgan Stanley Australia Securities Limited (Morgan Stanley) for the purchase by Morgan Stanley, at the direction of the Company, of CHESS Depositary Interests (CDIs).
	12. To re-elect Sara Weller CBE as a Director of the Company.
	13. To appoint PricewaterhouseCoopers LLP as auditors of the Company.					25. To permit the Company to enter into a contingent purchase contract between the Company and UBS
	14. To authorise the Audit Committee to determine the remuneration of the auditors.					AG London Branch (UBS) for the purchase by UBS, at the direction of the Company, of CHESS Depositary Interests (CDIs).
	15. To authorise the Directors to allot shares.					Ordinary Resolution 26. To authorise the Company to make political donations
Special Resolutions 16. To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital.						and incur political expenditure.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit 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 officer duly authorised, stating their capacity (e.g. director, secretary) or an attorney.

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