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Notice of 2012 Annual Meeting of Stockholders and Proxy Statement VIRGIN MEDIA INC. 909 Third Avenue, Suite 2863 New York, New York 10022 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on June 12, 2012 To Our Stockholders: The annual meeting of stockholders of Virgin Media Inc. will be held at 10:30 a.m., local time, on Tuesday, June 12, 2012, at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP at 375 Park Avenue, New York, New York 10152, 36th Floor, for the following purposes: 1. To elect four Class II directors to hold office until the annual meeting of stockholders that is to be held in 2015 or until their respective successors are duly elected and qualified; 2. To ratify the appointment by the audit committee of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2012; 3. To approve, by advisory vote, the compensation of our named executive officers; 4. To transact any other business that may properly be brought before the meeting or any adjournment or postponement of the meeting. Holders of our common stock as of the close of business on April 16, 2012 will be entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements of the annual meeting. The stock transfer books will not be closed. A list of the stockholders entitled to vote at the meeting will be available at our new principal executive offices at 65 Bleecker Street, 6th Floor, New York, NY, 10012, at least ten days prior to the meeting and will also be available for inspection at the meeting. This proxy statement and the Company’s annual report are also available at: https://materials.proxyvote.com/92769L It is important that your shares be represented at the annual meeting. Whether or not you plan to attend the meeting, you are urged to vote by telephone, via the internet or by completing the proxy card in accordance with the instructions stated thereon. You may revoke any proxy given by you at any time prior to exercise of the proxy. By order of the board of directors, Scott Dresser General Counsel and Secretary April 30, 2012 PROXY STATEMENT VIRGIN MEDIA INC. 909 Third Avenue, Suite 2863 New York, New York 10022 PROXY STATEMENT (Proxy statement and form of proxy first mailed to stockholders on or about May 8, 2012) This proxy statement is being furnished in connection with the clerical work, printing and postage. We will also reimburse brokers solicitation of proxies by our board of directors for use at our and other persons holding shares in their names or in the names annual meeting of stockholders to be held at 10:30 a.m., local of nominees for their expenses for sending material to principals time, on Tuesday, June 12, 2012, at the offices of Fried, Frank, and obtaining their proxies. The solicitation of proxies may be Harris, Shriver & Jacobson LLP at 375 Park Avenue, New York, done by our directors, officers and other employees. We have also New York 10152, 36th Floor, and at any adjournments or retained D.F. King & Co., Inc. to assist in the solicitation of proxies postponements of that meeting. The purposes of the annual from stockholders for a fee of approximately $8,000, plus meeting are set forth in the accompanying notice of annual reasonable expenses. meeting of stockholders. Unless otherwise noted, all amounts in this proxy statement This proxy statement and the Company’s annual translated from pounds sterling to U.S. dollars have been report are also available at: translated at a rate of $1.6044 per £1.00, which is the average https://materials.proxyvote.com/92769L exchange rate for the year ended December 31, 2011 used by the Company in its 2011 audited financial statements. As of April 16, In order to conduct business at the annual meeting, the holders of 2012, the noon buying rate for cable transfers as certified for a majority of our outstanding shares of common stock entitled to customs purposes by the Federal Reserve Bank of New York was vote at the meeting must be present in person or represented by $1.5865 per £1.00. proxy. To ensure a quorum and to avoid expenses and delay, the board of directors urges you to promptly submit your proxy by Note for United Kingdom Depositary Interest Holders telephone, via the internet or by completing the proxy card in You may direct Computershare Investor Services PLC, or accordance with the instructions stated thereon. Computershare, as provider of the Depositary Interest, or DI and Corporate Sponsored Nominee Services in which your DIs are Holders of our common stock at the close of business on April 16, held, how to vote your underlying shares via the internet on 2012 will be entitled to vote at the annual meeting and at any Computershare’s web site by visiting adjournments or postponements of the annual meeting. As of the www.eproxyappointment.com where you will be asked to enter record date, being the close of business on April 16, 2012, we the Control Number, your Shareholder Reference Number and had 277,782,395 shares of our common stock outstanding and your PIN number which are detailed on the enclosed Form of entitled to vote at the annual meeting. Each share of our common Instruction and Form of Direction. Alternatively, you can return stock is entitled to one vote. your voting form to Computershare by post to the address details Each properly executed proxy will be voted in accordance with the provided on the attached forms. instructions marked on it or contained within it. Your proxy is To be effective, the Form of Instruction must be lodged with revocable on written instruction from you. You may also revoke Computershare by June 8, 2012 and the Form of Direction must your proxy by voting again on a later date by telephone or via the be lodged with Computershare by June 8, 2012. Computershare, internet or by submitting another properly signed proxy card with as your proxy, will then make arrangements to vote your a more recent date. Your revocation must be received by the underlying shares according to your instructions. If you would like office of the corporate secretary before voting is conducted on the to attend, speak, and vote in person at the annual meeting, please matter with respect to which your proxy is to be exercised. If you inform Computershare, who will provide you with a Letter of attend the annual meeting, you may revoke your proxy by voting Representation with respect to your DI holding that will enable in person. you to attend, speak, and vote your underlying shares at the The solicitation of proxies will be by mail, telephone, internet and annual meeting on Computershare’s behalf. facsimile. We will pay all expenses of soliciting proxies, including TABLE OF CONTENTS PROPOSALS REQUIRING YOUR VOTE .... 20 2012 PROXY SUMMARY ............... 1 Proposal 1—Election of Directors .... 20 Nominees for Director ............... 21 QUESTIONS AND ANSWERS ABOUT THE Directors Continuing in Office ......... 23 ANNUAL MEETING AND VOTING ........ 5 Proposal 2—Ratification of Appointment of Independent Registered Public Accounting GOVERNANCE OF THE COMPANY ....... 8 Firm ........................... 27 Governance Information ................. 8 Audit and Non-Audit Fees ............ 27 Director Qualification Standards ......... 8 Policy on Audit Committee’s Criteria for Board Membership and Process Pre-Approval of Audit and Permissible for Director Selection ................ 8 Non-Audit Services of Independent Director Independence ................. 8 Registered Public Accounting Firm .... 27 Executive Sessions of Independent Audit Committee Report ............. 28 Directors .......................... 9 Proposal 3—Advisory Vote to Board Leadership Structure ............. 9 Approve Compensation of our Risk Management and the Board’s Role in Risk Oversight ...................... 9 Named Executive Officers ........ 29 Codes of Conduct and Ethics ............ 10 Insurance ........................... 10 EXECUTIVE COMPENSATION ............ 30 Board and Committee Membership ........ 11 Named Executive Officers ................ 30 The Audit Committee .................. 11 Compensation Committee Report .......... 31 The Compensation Committee .......... 12 Compensation Discussion and Analysis ...... 32 Compensation Committee Interlocks and Compensation Tables .................... 47 Insider Participation ................. 12 2011 Summary Compensation Table .... 47 The Nominating and Governance 2011 Grants of Plan-Based Awards Committee ........................ 12 Table ........................... 50 The Business Operations and Technology 2011 Outstanding Equity Awards at Fiscal Committee ........................ 12 Year-End Table ................... 52 The Executive Committee ............... 13 2011 Option Exercises and Stock Vested Director Attendance ................... 13 Table ........................... 56 Compensation of Non-Executive Directors . 13 Summary of Non-Equity Compensation terms 2011 Director Compensation .............. 14 of employment agreements ............. 57 Director Summary Compensation Table ..... 14 Potential Payments upon Termination or Director Equity Holdings .................. 15 Change of Control .................... 59 Equity Compensation Plan Information ...... 65 SECURITIES OWNERSHIP ............... 16 STOCKHOLDER MATTERS .............. 66 SECTION 16(a) BENEFICIAL OWNERSHIP Stockholder Communication with the Board REPORTING COMPLIANCE .............. 17 of Directors .......................... 66 Stockholder Recommendations of Director Our Section 16 Reporting