Virgin Money UK PLC

(Company)

LEI: 213800ZK9VGCYYR6O495

1 October 2024

£350,000,000 11.000 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2718145779) and £350,000,000 8.250 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (ISIN: XS2486863595) issued by Virgin Money UK PLC (together the Securities)

Holders of the Securities are hereby notified that following the acquisition by Nationwide Building Society of the entire issued and to be issued share capital of the Company:

1.         a Takeover Event has occurred;

2.         the Acquirer is Nationwide Building Society; and

3.         the Takeover Event is not a Qualifying Takeover Event.

Accordingly, in accordance with the terms and conditions of the relevant Securities, the Securities shall not be subject to Automatic Conversion into shares of the Acquirer at any time notwithstanding that a Trigger Event may occur subsequently but instead, upon the occurrence of a subsequent Trigger Event (if any) the Securities shall be converted into ordinary shares in the Company in accordance with Condition 9(a) (Automatic Conversion - Automatic Conversion on a Trigger Event) as if no Takeover Event had occurred.

This notice constitutes a Takeover Event Notice in relation to the Securities.

Words and expressions used and not otherwise defined here shall have the meaning ascribed to such terms in the terms and conditions of the relevant Securities.

Announcement authorised for release by Lorna McMillan, Group Company Secretary.

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DISCLAIMER

This notice is given pursuant to the terms and conditions of the Securities and does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction.