NOTICE OF ANNUAL GENERAL MEETING The 2015 Annual General Meeting of Virgin Money Holdings (UK) plc will be held at the offi ces of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD

on Friday, 1 May 2015 at 14:00

Virgin Money Fireworks Concert 2014. The concert is held each year to celebrate the end of the Edinburgh International Festival.

Everyone’s better off

Important information: This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was eff ected for delivery to the purchaser or transferee. Notice of Annual General Meeting 2015

Letter from the Chairman of Virgin Money Holdings (UK) plc

Remuneration There are two resolutions proposed to shareholders on remuneration matters. The first is an advisory vote on the Directors’ Remuneration Report for the financial year ended 31 December 2014 (excluding the Directors’ Remuneration Policy), which covers the implementation of the remuneration policy during the period. The second is a binding Sir David Clementi vote on the Directors’ Remuneration Policy, which is intended to take Chairman effect from the conclusion of the AGM. We are inviting shareholders to approve the Directors’ Remuneration Policy for a single year. Dear Shareholder Due to the timing of the IPO and the work which followed to develop the 2014 was a landmark year for Virgin Money. In November we performance measures for the annual bonus and long term incentive successfully completed our listing on the London Stock Exchange plan arrangements, there has been limited opportunity to consult with and I am pleased that our Initial Public Offering (“IPO”) attracted new shareholders on the proposed Directors’ Remuneration Policy. such a broad range of high-quality institutional investors. The It is therefore intended that the one year policy will be the subject of IPO offers Virgin Money not only the opportunity to accelerate consultation with our shareholders in the second half of 2015. It is also materially the growth of its business, but also access to recognised that the expected changes to the Prudential Regulation capital if necessary, cementing its position as one of the UK’s Authority (“PRA”) Remuneration Code may necessitate amendments leading challenger banks. to the executive remuneration arrangements for 2016. We feel that it is important that the first consultation on all of the matters is conducted I welcome all our new shareholders to Virgin Money and to our first in an orderly and thoughtful manner. We wish to have time both to be Annual General Meeting (“AGM”) as a listed company. able to hear and respond to any investor concerns and also to take the Annual General Meeting opportunity to explain these remuneration arrangements within the context of Virgin Money’s Strategic Plan. I am pleased to enclose the formal notice of the 2015 AGM (the “Notice”) of Virgin Money Holdings (UK) plc (the “Company” or Once we have completed the consultation process, we will “Virgin Money”) to be held on Friday, 1 May 2015 at 14:00 at the submit a revised and updated Directors’ Remuneration Policy to offices of FTI Consulting, at 200 Aldersgate, Aldersgate Street, shareholders at the AGM in 2016. London EC1A 4HD. Further information about remuneration can be found in the Directors’ The Notice of AGM is set out on pages 1 to 17. Remuneration Report contained within the Annual Report & Accounts. The AGM is an opportunity for you to meet with the Directors and Tenure of the external auditor express your views by attending, raising questions and voting at the Having reviewed the results of the effectiveness evaluation AGM. If you cannot attend, I would strongly encourage you to vote on undertaken in 2014 on the 2013 external audit, we are proposing the Resolutions set out on pages 1 to 3 of the Notice. Details on how that KPMG LLP (“KPMG”) be re-appointed as Virgin Money’s you can do this are set out on pages 14 to 15 of the Notice, including external auditor for the financial year ending 31 December 2015. details of the online proxy appointment and voting process. A Form Virgin Money keeps under review regulatory and legislative of Proxy is enclosed for shareholders who wish to use one. It should developments around the tenure of auditors. After considering the be returned so as to be with the Company’s Registrars no later than developments in relation to the reform of the external audit market, 14:00 on Wednesday, 29 April 2015. including EU legislation, the Audit Committee will undertake A copy of our annual report and accounts for the year ended a formal competitive tender in 2015 with a view to appointing a new 31 December 2014 (the “Annual Report & Accounts”) is also enclosed. audit firm, or re-appointing KPMG for the 2016 external audit, Directors subject to shareholders approval at the AGM in 2016. Explanatory notes for all the business of the AGM are given on In accordance with the UK Corporate Governance Code, all of pages 4 to 13 of the Notice. the Directors of the Company will stand for re-election to the Board. Biographical details of each Director seeking re-election The Directors consider that the resolutions contained in the are included on pages 5 to 10 of the Notice. Further information, Notice of Meeting are in the best interests of the Company and its including on the remuneration of such Directors, is set out in the shareholders as a whole and we recommend that you vote in favour Annual Report & Accounts. of each of the resolutions, as your Directors intend to do in respect of their beneficial shareholdings. As we announced in September 2014, it is proposed that Glen Moreno will succeed me as Chairman. As part of the transitional arrangements, subject to his re-election as a Director by shareholders, it is proposed that he will take over the Chair on 21 May 2015, the first Board meeting after the AGM. It is further proposed that I will remain as a Non-Executive Director (subject to my re-election as a Director by shareholders) until 30 June 2015 when I will retire from the Board. I am Sir David Clementi confident that I am leaving the Board in good hands and that Glen will Chairman continue to take Virgin Money forward successfully in the years ahead. 24 March 2015 Notice of Annual General Meeting 2015 I 01

Notice of Annual General Meeting



The 2015 Annual General Meeting (AGM) of Virgin Money Holdings Re-appointment of the auditor (UK) plc (the “Company”) will be held on Friday, 1 May 2015 at 15. To re-appoint KPMG LLP as auditor of the Company, to hold 14:00 at the offices of FTI Consulting at 200 Aldersgate, Aldersgate office until the conclusion of the next general meeting at which Street, London EC1A 4HD to transact the business set out in the accounts are laid before the Company. resolutions below. Resolutions 1 to 18 (inclusive) and 21 will be proposed as ordinary Auditor Remuneration resolutions; which means that for each of these to be passed, more 16. To authorise the Audit Committee to determine the than 50% of the votes cast must be in favour of the resolution. remuneration of the auditor. Resolutions 19 to 20 (inclusive) and 22 to 23 (inclusive) will be Political donations and expenditure proposed as special resolutions; which means that for each of these to be passed, at least 75% of the votes cast must be in favour of 17. THAT the Company and its subsidiaries during the period for the resolution. which this resolution has effect be authorised, in accordance with section 366 of the Companies Act 2006 (the “Act”): For further information on all resolutions, please refer to the explanatory notes set out on pages 4 to 13. (a) to make political donations to political parties, and/ or independent election candidates not exceeding The Board recommends that you vote in favour of each £100,000 in total; of the resolutions. (b) to make political donations to political organisations other Report and Accounts than political parties not exceeding £100,000 in total; and 1. To receive the Company’s annual report and accounts (c) to incur political expenditure not exceeding for the financial year ended 31 December 2014 £100,000 in total, (“Annual Report & Accounts”). provided that the maximum aggregate sum which may be Re-election of Directors donated or expended by the Company and its subsidiaries pursuant to the authority granted by this resolution shall not 2. To re-elect Sir David Clementi as a Director. exceed £100,000. 3. To re-elect Glen Moreno as a Director. This authority will expire at the conclusion of the next annual 4. To re-elect Norman McLuskie as a Director. general meeting of the Company after the passing of this 5. To re-elect Colin Keogh as a Director. resolution, or, if earlier, at the close of business on 30 June 2016. 6. To re-elect Marilyn Spearing as a Director. For the purpose of this resolution, the terms “political 7. To re-elect Olivia Dickson as a Director. donations”, “political parties”, “independent election candidates”, ”political organisations” and “political expenditure” 8. To re-elect Gordon McCallum as a Director. have the meanings set out in sections 363 to 365 of the Act. 9. To re-elect Patrick McCall as a Director. 10. To re-elect James Lockhart III as a Director. Authority to allot ordinary shares 18. THAT: 11. To re-elect Jayne-Anne Gadhia as a Director. (a) the Directors be authorised to allot ordinary shares in the 12. To re-elect Lee Rochford as a Director. Company or grant rights to subscribe for, or convert any Directors’ Remuneration Report security into, ordinary shares in the Company: 13. To approve the Directors’ Remuneration Report (excluding the (i) in accordance with article 7 of the Company’s articles of Directors’ Remuneration Policy, contained on pages 120 to 130 association (the “Articles”), up to a maximum nominal of the Directors’ Remuneration Report), as set out on pages 117 amount of £14,731 (such amount to be reduced by the to 144 of the Annual Report & Accounts. nominal amount of any equity securities (as defined in article 8 of the Articles) allotted under paragraph (ii) Directors’ Remuneration Policy below in excess of £14,731); and 14. To approve the Directors’ Remuneration Policy as set out on (ii) comprising equity securities (as defined in article 8 pages 120 to 130 of the Annual Report & Accounts. of the Articles) up to a maximum nominal amount of £29,462 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in article 8 of the Articles); 02 I Notice of Annual General Meeting 2015

Notice of Annual General Meeting



(b) this authority shall expire at the conclusion of the next (ii) the higher of the price of the last independent trade annual general meeting of the Company after the passing and the highest current independent bid as stipulated by of this resolution, or, if earlier, at the close of business on Article 5(1) of the Buy-back and Stabilisation Regulation 30 June 2016; and (No. 2273/2003). (c) this authority shall be in addition to the authority proposed This authority shall expire at the conclusion of the next annual under resolution 21 but in substitution for all other previous general meeting of the Company after the passing of this unutilised authorities under section 551 of the Companies resolution, or, if earlier, at the close of business on 30 June 2016, Act 2006 (save to the extent that the same are exercisable but, in each case, save that the Company may, before such pursuant to section 551(7) of the Companies Act 2006 by expiry, enter into a contract or contracts to purchase shares reason of any offer or agreement made prior to the date which will or may be executed wholly or partly after the of this resolution which would or might require shares to expiry of such authority and may make a purchase of shares be allotted or rights to be granted on or after that date). in pursuance of any such contract or contracts. Authority to dis-apply pre-emption rights Authority to allot Additional Tier 1 Securities 19. THAT: 21. THAT: (a) in accordance with article 8 of the Company’s articles of (a) the Directors be generally and unconditionally authorised, association (the “Articles”) the Directors be given power in accordance with section 551 of the Companies Act 2006, to allot equity securities (as defined in article 8 of the to exercise all powers of the Company to allot shares in the Articles) for cash; Company or grant rights to subscribe for, or convert any (b) the power under paragraph (a) above (other than in security into, shares in the Company: connection with a rights issue, as defined in article 8 of (i) up to an aggregate nominal amount of £5,000 in the Articles) shall be limited to the allotment of equity relation to the issue of any Additional Tier 1 Securities securities having a nominal amount not exceeding in where the Directors consider that such an issuance of aggregate £2,209; Additional Tier 1 Securities would be desirable, including (c) this authority shall expire at the conclusion of the next in connection with, or for the purposes of, complying annual general meeting of the Company after the passing with or maintaining compliance with, the regulatory of this resolution or, if earlier, at the close of business on requirements or targets applicable to the Company and 30 June 2016; and its subsidiaries from time to time; and (d) this authority shall be in addition to the authority proposed (ii) subject to applicable law and regulation, at such under resolution 22 but in substitution for all other previous conversion prices (or such maximum and minimum unutilised authorities under sections 570 and 573 of the conversion price methodologies) as may be determined Companies Act 2006. by the Directors from time to time; (b) this authority shall expire at the conclusion of the next Authority to purchase own shares annual general meeting of the Company after the passing 20. THAT the Company be generally and unconditionally of this resolution, or, if earlier, at the close of business on authorised for the purpose of section 701 of the Companies 30 June 2016; Act 2006 (the “Act”) to make market purchases (within the (c) the Company may, before this authority expires, make an meaning of section 693(4) of the Act) of ordinary shares of offer or agreement which would, or might, require shares £0.0001 each in the capital of the Company, provided that: to be allotted or rights to be granted after it expires and (a) the maximum number of ordinary shares which may the Directors may allot shares or grant rights in pursuance be purchased is 44,193,318; of any such offer or agreement as if this authority had (b) the minimum price, exclusive of any expenses, which may not expired; and be paid for each ordinary share is not less than £0.0001; (d) this authority shall be in addition to the authority proposed (c) the maximum price, exclusive of any expenses, which under resolution 18 but in substitution for all other previous may be paid for each ordinary share is an amount equal unutilised authorities under section 551 of the Companies to the higher of: Act 2006 (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by (i) 105% of the average closing price of the Company’s reason of any offer or agreement made prior to the date of ordinary shares, as derived from the London Stock this resolution which would, or might, require shares to be Exchange Daily Official List for the five London business allotted or rights to be granted on or after that date). days immediately preceding the day on which the purchase is made; and Notice of Annual General Meeting 2015 I 03



Authority to dis-apply pre-emption rights in Notice of general meetings, other than annual relation to Additional Tier 1 Securities general meetings. 22. THAT , subject to the passing of resolution 21, and in accordance 23. THAT a general meeting of the Company, other than an annual with section 570 of the Companies Act 2006 (the “Act”): general meeting, may be called on not less than 14 clear days’ (a) the Directors be generally empowered to allot equity notice, such authority to expire at the conclusion of the next securities (as defined in section 560 of the Act) wholly for annual general meeting of the Company after the passing of cash pursuant to the authority conferred in resolution 21 this resolution unless such authority is renewed at a general up to an aggregate nominal amount of £5,000 in relation to meeting of the Company before then. any issue of Additional Tier 1 Securities as if section 561 of the Act did not apply to any such allotment; By order of the Board (b) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 30 June 2016; (c) the Company may, before this power expires, make an offer or agreement which would, or might, require equity securities to be allotted after it expires and the Directors Katie Marshall may allot equity securities in pursuance of any such offer or Company Secretary agreement as if this power had not expired; and 24 March 2015 (d) this authority shall be in addition to the authority proposed under resolution 19 but in substitution for all other all Registered office: previous unutilised authorities under section 570 of the Companies Act 2006. Jubilee House Gosforth Newcastle upon Tyne NE3 4PL Registered in England, Company No. 03087587 04 I Notice of Annual General Meeting 2015

Explanatory notes on resolutions



Resolution 1 – To receive the Report and Accounts vote on each resolution the votes of those shareholders who are The Directors are required to present the Company’s Annual identified as “controlling shareholders” of the Company as at 18:00 Report & Accounts, including the Strategic Report, the Directors’ on 29 April 2015. As at 23 March 2015, Virgin Financial Investments Report and the Auditor’s Report for the financial year ended Limited (‘Virgin’) held 35.1% and WLR IV VM LLC and WLR IV 31 December 2014, to the shareholders at the AGM. VM II LLC (together ‘WLR’) held 33.5% of the Company’s issued share capital. Resolutions 2 to 12 – Re-election of directors Separate approval will be given by the independent shareholders Resolutions 2 to 12 relate to the re-election of the Directors to if it is given by independent shareholders representing a simple the Board. In accordance with the recommendations of the UK majority of the total voting rights of independent shareholders Corporate Governance Code (the “Code”), all Directors retire who vote. The Company will, on announcing the result of the AGM, at the AGM and those wishing to serve again offer themselves announce, in respect of resolutions 3 to 7, the result of both the up for election or re-election. All of the Directors will be seeking vote of all the shareholders of the Company and the vote of the re-election at the AGM. independent shareholders. Sir David Clementi previously announced his intention to retire from If separate independent shareholder approval is not given for the Board in 2015. It has been agreed that Glen Moreno will succeed any relevant resolution, the Company intends that the relevant Sir David as Chairman (subject to re-election by shareholders) appointment will continue for 120 days from the date of the original on 21 May 2015 (the first Board meeting post AGM) and Sir David vote, unless a further ordinary resolution for re-election is passed, will retire from the Board on 30 June 2015. As such Sir David will in which case the relevant Director will be re-elected until the be seeking re-election as a Director and, subject to shareholder next AGM. If a further resolution to approve the re-election of the approval, will remain on the Board as Chairman until 21 May 2015 relevant Director is defeated, his or her appointment will cease on and post 21 May 2015 as a Non-Executive Director, in order to that resolution being defeated. continue assisting with the smooth transition to Glen Moreno The Company has entered into relationship agreements with Virgin as Chairman. Glen Moreno will be paid the Chairman’s fee from and with WLR (the “Relationship Agreements”). The Relationship 21 May 2015 and Sir David Clementi has agreed to waive his annual Agreements provide for the appointment of a nominee Director by fee as Chairman for the period from 21 May 2015 to 30 June 2015. each of Virgin and WLR. The Virgin nominee Director proposed for On 16 May 2014, the Financial Conduct Authority (“FCA”) brought re-election at this AGM is Gordon McCallum and the WLR nominee into force new rules which provide protections for the independent Director proposed for re-election at this AGM is James Lockhart III. shareholders of a premium listed company in which there is In addition, Patrick McCall is appointed to the Board pursuant to a “controlling shareholder” (defined by the FCA as “any person who the Virgin Money Trademark Licence Agreement under which Virgin exercises or controls, on their own or together with any person with Enterprises Limited grants a perpetual licence to Virgin Money whom they are acting in concert, 30% or more of the votes able to providing the right to use “Virgin” and “Virgin Money” trademarks. be cast on all or substantially all matters at general meetings of the Gordon McCallum, James Lockhart III and Patrick McCall are not company”). Under these rules, the election or re-election by the considered to be independent due to their relationship to the shareholders of an independent Director must be approved by an “controlling shareholders”. ordinary resolution of the shareholders and separately approved by The Board carried out an externally facilitated evaluation of its the independent shareholders. If the ordinary resolution to approve effectiveness in 2013 and has made significant progress on the the election or re-election of an existing independent Director is resulting recommendations during 2014, and to date, leading to passed, but separate approval by the independent shareholders is improvements in a number of areas. Such improvements include not given, the Listing Rules permit an existing independent Director the increased diversity and experience of the Board, with three to remain in office pending a further ordinary resolution of all the additional Directors joining during 2014 and early 2015, and the shareholders to approve the election or re-election of that Director. implementation of an enhanced governance structure pre-IPO, Such a resolution may only be voted on within the period of between with greater independence of the Board Committees. In view of 90 days and 120 days following the date of the original vote. the timing of the IPO, the chairmanship succession and changes The Company intends to seek the separate approval of its to the Board and Board Committee composition, the Board agreed independent shareholders for each of resolutions 3 to 7 proposing that there would be no formal Board evaluation during 2014 but the re-election of an independent Director. Such approval will that it would undertake a thorough evaluation of the Board, its be sought following the vote on each of those resolutions by the Committees and the individual Directors in the latter part of 2015. Company’s shareholders. The Company will determine whether The Chairman and the Board are satisfied that each of the Directors such approval has been given by discounting from the result of the continues to be effective and demonstrates a commitment to the Notice of Annual General Meeting 2015 I 05



role and that each of the Directors continues to be able to dedicate Resolution 2 – To re-elect Sir David Clementi sufficient time to their duties. The Board also believes that the as a Director skills and experience of each of the Directors, as detailed in the biographies below, are of benefit to the Board and the Company. The Nomination Committee, which is the Committee of the Role: Non-Executive Director and Chairman Board which considers the balance of the Board and the mix of Appointment to the Board: October 2011 skills, knowledge and experience of its members, has specifically considered and approved in 2014 the election of Mrs Dickson, Committee membership: Chairman of the Ms Spearing and Mr Moreno. The Chairman further confirms that Nomination Committee and member of the Mr McLuskie continues to demonstrate his independence as Senior Remuneration Committee Independent Director and as a member of the Board. Mr McLuskie, the Senior Independent Director, also confirms Sir David Clementi’s continuing commitment and effective contribution in his Skills and experience: role as Chairman. Sir David has substantial experience of leading financial services The Directors believe that the Board offers an appropriate balance boards in the UK. His background spans a range of sectors of skills, experience, independence and knowledge, and provides including banking and capital markets, finance, insurance, property effective leadership for the Group. The Board has a variety of skills regeneration, government regulation and public policy. Sir David which include significant banking and financial services experience. is a highly respected leader who has led the Board of Virgin Money The addition of three Directors during 2014 and early 2015 has during a period of significant change over the past three years. strengthened the Board further. Mr Moreno brings a wealth of Sir David has a MA in Philosophy, Politics and Economics from the expertise to the role with more than 40 years’ experience in business University of Oxford and a MBA from Harvard Business School. and finance, including serving as a Deputy Chairman of the Financial External appointments: Reporting Council and Senior Independent Director of Lloyds Sir David is the Non-Executive Chairman of King’s Cross Central Banking Group plc. Mr Moreno is currently Chairman of Pearson (a partnership set up to develop a central London scheme) and PLC (a FTSE 100 company) and a Non-Executive Director of Fidelity Non‑Executive Director of Investment Property Forum UK, International Limited. Ms Spearing and Mrs Dickson were appointed Ruffer LLP and World First UK Limited (a London based foreign as independent Non-Executive Directors in 2014 as a reflection exchange company). of the Board’s desire to increase the number of Directors with Former appointments: significant banking and financial services experience. Together with Sir David was Chairman of Prudential plc from 2002 until his Ms Spearing’s specialism in payments and information technology retirement in 2008. Between 1997 and 2002 he was Deputy and Mrs Dickson’s remuneration and risk experience, these Governor of the Bank of England with specific responsibility for the appointments have strengthened the Board’s knowledge and skills Bank’s work on financial stability. In the same period he was a Non- and have also brought fresh perspective to Board debate. Executive Director of The Financial Services Authority. He has also The Nomination Committee takes a leading role in the recruitment held a variety of non-executive board roles with listed companies, process for the appointment of each independent Non-Executive including at Rio Tinto plc and Thames Water plc. Sir David worked at Director and has engaged the assistance of independent Kleinwort Benson for 22 years, including periods as Chief Executive search consultants in this process. An assessment of Directors’ and as the Vice Chairman. Sir David qualified as a chartered independence is undertaken on an annual basis and reference accountant in 1973. to the provisions of the Code will form part of this determination. The effectiveness of each independent Non-Executive Director is assessed based on the range of skills and experience that each Director brings to the Board and an appropriate commitment of their time. Biographies of all the Directors are set out below and in the Company’s Annual Report & Accounts on pages 68 to 73. They are also available for viewing on the Company’s website at www.virginmoney.com. 06 I Notice of Annual General Meeting 2015

Explanatory notes on resolutions



Resolution 3 – To re-elect Glen Moreno Resolution 4 – To re-elect Norman McLuskie as a Director as a Director

Role: Senior Independent Director Role: Independent Non-Executive Director and Chairman Designate Appointment to the Board: January 2010 Appointment to the Board: January 2015 Committee membership: Chairman of the Audit Committee and Balance Sheet Committee membership: Will become Committee, Member of the Nomination Chairman of the Nomination Committee on Committee, the Board Risk Committee and appointment as Chairman the Remuneration Committee

Glen was appointed to the Board as an independent Non‑Executive Skills and experience: Director and Chairman Designate. The independent executive Norman is Senior Independent Director and Chair of the Audit search consultant, Egon Zehnder, was engaged in the selection Committee and Balance Sheet Committee. He is a chartered process and, following interviews with Nomination Committee accountant and has significant financial experience in the UK listed members, Glen was recommended to the Board by the Nomination environment having served in a number of senior positions at Royal Committee. His role as Chairman of Pearson PLC, together with Bank of Scotland Group (“RBS”). With over 30 years of experience extensive experience in business and finance make him, in the in financial services, he is well placed to carry out these roles Board’s view, ideally placed to succeed Sir David as Chairman of for Virgin Money. the Company. Glen Moreno meets the independence criteria set External appointments: out in the Code. None. Skills and experience: Former appointments: Glen has over 40 years’ experience in business and finance gained Norman was the former Deputy Chief Executive at RBS, prior to from senior positions in a wide range of industries. His deep the takeover of National Westminster Bank. He held various senior financial services knowledge and experience, leadership qualities positions at RBS including Chief Executive of Retail Direct, which and credibility with key stakeholders made him the unanimous comprised Tesco Personal Finance, Virgin One account, Direct choice of the Board to succeed Sir David Clementi as Chairman of Line Financial Services and the RBS Credit Card business. Norman Virgin Money. Glen has a BA from Stanford University, was a Rotary also served as Chairman of Mastercard Europe and Non-Executive Foundation Fellow at Delhi University, and received a JD in 1969 Director of Mastercard International and RBS Insurance. Norman from Harvard Law School. started his career with Touche Ross where he qualified as chartered External appointments: accountant in 1971. He is also a fellow of the Chartered institute of Glen is the Chairman of Pearson PLC, where he chairs its Nomination Bankers in Scotland. Committee and is a member of its Remuneration Committee. He is also a Non-Executive Director of Fidelity International Limited. Former appointments: Glen is a former Deputy Chairman of the Financial Reporting Council and former acting Chairman of UK Financial Investments Limited, the company set up by HM Treasury to manage the Government’s shareholdings in UK banks. He was Senior Independent Director at Lloyds Banking Group plc from 2010 and then, late in his tenure to 2012, Deputy Chairman. He was also Senior Independent Director at Man Group plc from 2001 to 2009. In his executive capacity, Glen worked at Citigroup in Europe and Asia for 18 years, running the investment banking and trading division as a Group Executive. He was also Chief Executive of Fidelity International Limited from 1987 to 1991. Notice of Annual General Meeting 2015 I 07



Resolution 5 – To re-elect Colin Keogh Resolution 6 – To re-elect Marilyn Spearing as a Director as a Director

Role: Independent Non-Executive Director Role: Independent Non-Executive Director Appointment to the Board: January 2010 Appointment to the Board: January 2014 Committee membership: Chairman of the Committee membership: Member Board Risk Committee, Member of the Audit of the Audit Committee, Board Risk Committee, the Balance Sheet Committee, Committee, Balance Sheet Committee and the Nomination Committee and Remuneration Committee

Skills and experience: Skills and experience: Colin has spent his career in financial services, principally at Close Marilyn has extensive financial services experience, specialising in Brothers where he worked for 24 years. During that time he held payments, cash management and related technology platforms. a number of senior management and board positions. Having With her broad experience, particularly in managing organisational, been appointed to the Close Brothers Group Board in 1995 he operational and structural change, Marilyn is well placed to became Group Chief Executive Officer in 2002. As Chair of the Risk review strategic developments and contribute to the debate Committee, he has a deep understanding of risk management, at Board and Committee meetings. She has a BA, French Major underpinned by his knowledge of banking operations. Colin is from Montclair State University, New Jersey and a MBA from a Barrister of Law. He has a MA in Law from the University of Oxford Pace University, New York. and a MBA from INSEAD. External appointments: External appointments: None. Colin is a Non-Executive Director of companies in a wide range of Former appointments: sectors, including Brait SE, a specialist investment company listed in Marilyn was Global Head of Trade Finance and Cash Management Johannesburg and Luxembourg; New World Resources plc, a London at Deutsche Bank AG from 2006 to 2012, building the business listed mining company and Emerald Plantation Holdings Limited. to a global scale covering 35 markets. She had previously spent Former appointments: 11 years at HSBC Holdings plc as Global Head of Payments and Colin is the former Group Chief Executive at Close Brothers Group Cash Management. Prior to this, she held a number of senior roles plc (from 2002 to 2009). He held various senior positions at Close at Barclays Global Services Division and Barclays de Zoete Wedd Brothers during his executive career, including Chief Executive and in New York. She also served on the Boards of SWIFT and BACS Chairman of the Corporate Finance Division and Chief Executive of (now Vocalink). the Asset Management Division. 08 I Notice of Annual General Meeting 2015

Explanatory notes on resolutions



Resolution 7 – To re-elect Olivia Dickson Resolution 8 – To re-elect Gordon McCallum as a Director as a Director

Mr McCallum is not considered independent Role: Independent Non-Executive Director by virtue of his relationship to the Appointment to the Board: September 2014 Company’s “controlling shareholder”, Virgin. Committee membership: Chair of the Role: Non-Executive Director Remuneration Committee, Member of Appointment to the Board: January 1998 the Nomination Committee, Board Risk Committee and Balance Sheet Committee Committee membership: Member of the Nomination Committee

Skills and experience: Skills and experience: Olivia became Chair of the Remuneration Committee in September Gordon has extensive board, financial and general management 2014. She has extensive experience in financial services and experience across a range of sectors including media, in remuneration and risk governance, and maintains dialogue telecommunications, financial services and renewables. His breadth with Virgin Money’s major shareholders with the aim of aligning of experience gained from leading the strategic development of executive reward with shareholder interests. Olivia holds an MA the Virgin Group from 1998 to 2012 makes him an effective Non- in Mathematics from the University of Oxford and an MSc in Executive Director and one who plays an active part in reviewing Management from the University of London. She is a Sloan Fellow of the strategy of the Board. Gordon joined the board of Virgin Money the London Business School. in 1998. He has a MA in Literae Humaniores (Classics) from the External appointments: University of Oxford, and a MBA from the Wharton School at the Olivia is a Non-Executive Director and Chair of the Risk Committee University of Pennsylvania. of Canada Life Limited and Non-Executive Director and Chair of the External appointments: Actuarial Council of the Financial Reporting Council. Gordon is a Virgin-appointed Director at Atlantic Airways and Virgin Former appointments: Holidays, as well as serving on the boards of a number of non-Virgin Olivia was previously Non-Executive Director of Investec plc; companies. These include John Swire and Sons Limited in the UK and a Non-Executive Director and Chair of the Risk and Compliance the Advisory Board of Aldo Group in Canada. Committee of Aon Limited; a member of the Regulatory Decisions Former appointments: Committee of the Financial Services Authority; the Senior Gordon held various senior executive positions at the Virgin Group Independent Director and Chair of the Audit Committee of Invista over an 18 year period until the end of 2014, when he became a Real Estate and a Trustee Director of the Mineworkers’ Pension non-executive director. Prior to joining the Virgin Group, he was Scheme. Olivia’s executive career was at Kleinwort Benson and a management consultant at McKinsey and an investment banker then JP Morgan, where she was a Managing Director and Head at Baring Brothers in London and Asia. of European Derivatives Brokerage. Notice of Annual General Meeting 2015 I 09



Resolution 9 – To re-elect Patrick McCall Resolution 10 – To re-elect James Lockhart III as a Director as a Director

James Lockhart III is not considered Mr McCall is not considered independent by independent by virtue of his relationship virtue of his relationship to the Company’s to the Company’s “controlling “controlling shareholder”, Virgin. shareholder”, WLR. Role: Non-Executive Director Role: Non-Executive Director Appointment to the Board: June 2012 Appointment to the Board: August 2010 Committee membership: None Committee membership: Member of the Nomination Committee

Skills and experience: Skills and experience: With a background in the finance, capital markets, retail, travel Jim has extensive financial services, insurance, regulatory and public and healthcare sectors, Patrick brings a broad perspective to the policy experience, gained internationally from senior positions in Board. He is a strong advocate for customers, the Virgin brand a wide range of industries. Jim is Vice Chairman of WL Ross & Co. LLC and the application of new products and technology, all of which (“WLR”) which manages $8 billion in private equity, mortgage and directly support Virgin Money’s strategy. He also has considerable credit funds. Jim heads WLR’s investments in financial services firms, experience in complex project delivery and material outsourcing. and is WLR’s nominated director on the Board of Virgin Money. He Patrick has broad experience of boards at the level of Executive, has a BA from Yale University and a Masters degree from Harvard Non-Executive and Chairman. He has a degree in Economics and Graduate School of Business Administration. Agricultural Economics from Exeter University. External appointments: External appointments: Jim holds non-executive directorships for a number of companies Patrick is a Senior Partner of the Virgin Group and currently holds within the WLR investment portfolio. He is also Co-Chairman of the board positions with a number of companies within the Virgin Group Bipartisan Policy Centre Commission on Retirement Security (US). including Virgin Active and Virgin Trains (Non-Executive Director) Former appointments: and Virgin Galactic (Co-Chair). Jim was previously Chief Executive Officer and Chairman of the Former appointments: US Federal Housing Finance Agency (2006 to 2009) and The Prior to joining the Virgin Group, Patrick was an investment banker Deputy Commissioner and Chief Operating Officer of the Social at SG Warburg. During his ten years there he became a Director Security Administration (US) (2002 to 2006). He also served as and worked in a number of departments including equity, research, Executive Director of the US Pension Benefit Guaranty Corporation. equity capital markets, mergers and acquisitions, structured finance Jim previously held various senior positions in major investment and project finance. banking, insurance and oil companies. 10 I Notice of Annual General Meeting 2015

Explanatory notes on resolutions



Resolution 11 – To re-elect Jayne-Anne Gadhia Resolution 12 – To re-elect Lee Rochford as a Director as a Director

Role: Chief Executive Role: Chief Financial Officer Appointment to the Board: March 2007 Appointment to the Board: October 2013

Skills and experience: Skills and experience: Jayne-Anne has significant finance and banking experience, built Lee has significant banking, financial services and markets up over a period of more than 28 years. Jayne-Anne’s enthusiasm, experience having spent over 25 years working in these fields. drive and commitment to customers and to building a better bank, With his strong background in capital markets and risk solutions along with her proven ability to build businesses and lead strong for financial institutions, his skills and experience enhance the Board management teams, brings, in the Board’s view, significant value and strengthen further the senior management team. Lee has an MA to all stakeholders of Virgin Money. Jayne-Anne is a chartered in Philosophy, Politics and Economics from the University of Oxford. accountant and has a BA in History from the Royal Holloway, External appointments: University of London. Director of Migration Museum Project. External appointments: Former appointments: Jayne-Anne is Chair of Scottish Business in the Community and Lee joined BNP Paribas in 1991, becoming head of Northern Europe a Trustee of Business in the Community. securitisation before moving to Credit Suisse for seven years, where Former appointments: he was head of European Asset Finance. In 2007, Lee joined RBS Jayne-Anne trained as an accountant with Ernst & Young (formerly where he was head of the Financial Institutions Group for Europe, Ernst & Whinney) in 1982, before moving to Norwich Union in 1987, Middle East and Africa and responsible for providing advisory, where she was marketing director of Norwich Union’s Unit Trust capital markets and risk solutions for financial institutions. business. In 1995 she became one of the founders of Virgin Direct before launching the market-leading Virgin One account in 1998. That business was acquired by RBS in 2001, after which Jayne-Anne went on to lead a number of RBS business units, ultimately joining the RBS Retail Executive Board where she was responsible for the RBS Group’s mortgage business. Jayne-Anne rejoined Virgin Money in March 2007.

Notice of Annual General Meeting 2015 I 11



Resolution 13 – To approve the Directors’ any political expenditure within the ordinary meaning of those Remuneration Report words. However, the definitions of political donations and political This resolution deals with the remuneration paid to the Directors expenditure in this context are very wide. As a result, they may cover during the year under review. Shareholders are invited to vote on activities that form part of relationships that are an accepted part of the Directors’ Remuneration Report, which appears on pages 117 engaging with our stakeholders to ensure that issues and concerns to 144 in the Annual Report & Accounts (excluding the Directors’ affecting our operations are considered and addressed. Remuneration Policy section of the report, as set out on pages The activities described above are not designed to support any 120 to 130). Resolution 13 is an advisory vote and the Directors’ political party nor to influence public support for any political party. remuneration arrangements are not conditional on it. The authority being requested is a precautionary measure to ensure that the Company can continue to support the community and put Resolution 14 – To approve the Directors’ forward its views without inadvertently breaching the Act. Remuneration Policy It is intended that this authority will be sought each year. Shareholders are invited to vote on the Directors’ Remuneration Policy (the “Policy”), which appears on pages 120 to 130 in the Annual Resolution 18 – To authorise the Directors Report & Accounts, and which, if approved by shareholders, will take to allot ordinary shares effect immediately after the conclusion of the AGM on 1 May 2015. At the general meeting held in November 2014, shareholders Resolution 14 is a binding vote. The Company cannot make authorised the Directors, under section 551 of the Act, to allot a remuneration payment to a current or future Director or a payment shares or grant rights to subscribe for or convert any security into for loss of office to a current or past Director, unless payment is shares in the Company without the prior consent of shareholders for consistent with the Policy or has been approved by a resolution of a period expiring at the conclusion of the AGM to be held in 2015 or, the shareholders of the Company. This Policy is proposed for one if earlier, at the close of business on 30 June 2015. It is proposed to year only. It is intended that the one year policy will be the subject of renew this authority. consultation with our shareholders in the second half of 2015 and Paragraph (a)(i) of resolution 18 will allow the Directors to allot reviewed at the end of 2015, at which point we will submit a revised ordinary shares up to a maximum nominal amount of £14,731, and updated policy to shareholders for approval at the 2016 AGM. representing approximately one third (33.33%) of the Company’s Resolution 15 – To reappoint KPMG LLP as auditor existing issued ordinary share capital as at 23 March 2015 (being of the Company, to hold office until the conclusion the latest practicable date prior to publication of this Notice). of the next general meeting at which accounts are In accordance with the guidelines issued by the Investment laid before the Company Association, paragraph(a)(ii) of resolution 18 will allow Directors to allot, including the shares referred to in paragraph(a)(i) of resolution The Companies Act 2006 (the “Act”) requires that the auditor is re- appointed at each AGM at which accounts are presented. KPMG LLP 18, further shares in the Company in connection with a pre-emptive are proposed for re-appointment following the recommendation of offer by way of a rights issue to shareholders up to a maximum the Audit Committee. Further details regarding the external audit nominal amount of £29,462, representing approximately two thirds process can be found on page 104 of the Annual Report & Accounts. (66.67%) of the Company’s existing issued ordinary share capital as at 23 March 2015 (being the latest practicable date prior to Resolution 16 – To authorise the Audit Committee publication of this Notice). to determine the remuneration of KPMG LLP The resolution would give the Directors the maximum flexibility This resolution follows best corporate governance practice permitted by investor guidelines to respond to market in authorising the Audit Committee to determine the developments, however the Directors have no present intention auditor’s remuneration. of exercising this authority. If they do exercise the authority, the Directors intend to follow best practice as regards its use, Resolution 17 – To authorise political donations as recommended by the Investment Association. and expenditure The Company currently has no ordinary shares held in treasury. The Act prohibits the Company and its subsidiaries from making Resolution 18 will be proposed as an ordinary resolution to renew political donations or from incurring political expenditure in this authority until the conclusion of the next AGM or, if earlier, respect of a political party or other political organisation or an at the close of business on 30 June 2016. independent election candidate unless authorised by the Company’s shareholders. Aggregate donations of £5,000 or less in any 12 The authority granted by resolution 18 will, if passed, be in addition month period are not prohibited by the Act. to the authority proposed under resolution 21 in relation to the issue of Additional Tier 1 Securities, but in substitution for all other Neither the Company nor any of its subsidiaries (the “Group”) authorities under section 551 of the Act. has any intention of making any political donations or incurring 12 I Notice of Annual General Meeting 2015

Explanatory notes on resolutions



Resolution 19 – To authorise the Directors to obligations under its employee share schemes. The Company dis‑apply pre-emptions rights currently has no ordinary shares held in treasury. Your Board will Also at the general meeting held in November 2014, a special have regard to any guidelines published by any of the investor resolution was passed, under sections 570 to 573 of the Act, groups in force at the time of any such purchase, holding or resale empowering the Directors to allot equity securities for cash without of treasury shares. first being required to offer such shares to existing shareholders. As at 23 March 2015, the total number of warrants and options to It is proposed that this authority also be renewed. If approved, subscribe for shares in the Company was 625,328 (approximately the resolution will authorise the Directors, in accordance with the 0.14% of the Company’s issued ordinary share capital as at articles of association, to issue shares in connection with a rights 23 March 2015, and approximately 0.18% of the Company’s issued issue or other pre-emptive offer and, otherwise, to issue shares for ordinary share capital if the full authority to purchase shares cash up to a maximum nominal amount of £2,209 which includes (existing and being sought) was used and the shares purchased the sale for cash on a non pre-emptive basis of any shares the were cancelled). Company holds in treasury. The £2,209 maximum nominal amount Resolution 20 will be proposed as a special resolution. of equity securities to which this authority relates represents approximately 5% of the issued ordinary share capital of the Resolution 21 – Authority to allot Additional Tier 1 Company as at 23 March 2015 (being the latest practicable date Securities prior to publication of this Notice). Resolution 21 will, if passed, give the Directors authority to allot The Directors do not intend to issue more than 7.5% of the shares in the Company or grant rights to subscribe for, or to convert issued ordinary share capital of the Company for cash on a non any security into, shares in the Company, in accordance with section pre-emptive basis in any rolling three year period without prior 551 of the Act up to an aggregate nominal amount of £5,000 in consultation with the shareholders and the Investment Committees connection with the issue of Additional Tier 1 Securities (“AT1 of the Investment Association and the National Association of Securities”) which is, in aggregate, equivalent to approximately Pension Funds. 11.31% of the issued ordinary share capital of the Company as at 23 March 2015 (being the latest practicable date prior to publication Resolution 19 will be proposed as a special resolution to renew of this Notice). this authority until the conclusion of the next AGM or, if earlier, at the close of business on 30 June 2016. The authority granted The Directors believe it is in the best interests of the Company to by resolution 19, if passed, will be in addition to the authority have the flexibility to issue AT1 Securities from time to time. Before proposed under resolution 22 in relation to the issue of Additional deciding to use the authority sought in this resolution 21, the Tier 1 Securities, but in substitution for all other authorities under Directors would take into account a number of factors including sections 570 and 573 of the Act. the specific regulatory requirements at the time, the efficiency of the Group’s overall capital structure and the regulatory and Resolution 20 – To approve the purchase of the market assessment of appropriate capital ratios as well as market Company’s own shares conditions at the time and demand for the issue of AT1 Securities. This resolution would, if passed, authorise the Company to make However, the request for authority in this resolution should not be market purchases of up to 44,193,318 of its own ordinary shares, taken as an indication that the Company will or will not issue any, representing 10% of the Company’s issued ordinary share capital or any given amount of, AT1 Securities. as at 23 March 2015 (being the latest practicable date prior to This authority is in addition to the authority proposed in resolution publication of this notice). The resolution specifies the minimum 18, which is the usual authority sought by companies on an annual and maximum prices at which the ordinary shares may be bought basis in line with the guidance issued by the Investment Association. under this authority. The Company currently has no ordinary shares held in treasury. The Directors have no present intention of exercising this authority This authority will expire on the conclusion of the next AGM of granted by this resolution, but the authority provides the flexibility the Company after the date on which this resolution is passed to allow them to do so in future. The Directors would not exercise the or, if earlier, at the close of business on 30 June 2016. However, authority unless they believed that the expected effect would be in the Directors currently intend to seek a similar authority on the best interests of the Company and of its shareholders generally an annual basis. and would result in an increase in the earnings per share. Any shares purchased may either be cancelled or held as treasury shares, which Resolution 21 will be proposed as an ordinary resolution. may then be cancelled, sold for cash or used to meet the Company’s Notice of Annual General Meeting 2015 I 13



Resolution 22 – Authority to dis-apply pre-emption Resolution 23 – Notice of general meetings, rights in relation to Additional Tier 1 Securities other than annual general meetings Resolution 22, which will be proposed as a special resolution, Under the Act, the notice period required for general meetings of proposes that the Directors be empowered to allot equity securities the Company is 21 days, unless shareholders approve a shorter (as defined in section 560 of the Act) up to a nominal amount of notice period, which cannot however be less than 14 clear days. £5,000 in relation to the issue of AT1 Securities, wholly for cash, AGMs must always be held on at least 21 clear days’ notice. which is equivalent to 11.31% of the issued ordinary share capital of This resolution would, if passed, allow the Company flexibility to call the Company as at 23 March 2015 (being the latest practicable date general meetings, other than AGMs, on not less than 14 clear days’ prior to publication of this Notice), as if section 561 of the Act, to the notice. The approval will be effective until the Company’s next AGM, extent applicable, did not apply to any such allotment. when it is intended that a similar resolution will be proposed. This resolution would permit the Directors the flexibility necessary It is intended that the flexibility offered by this resolution will only to allot equity securities pursuant to any proposal to issue be used for time-sensitive, non-routine business and where merited AT1 Securities without the need to comply with the strict pre- in the interests of the shareholders as a whole and noting also the emption requirements of the UK statutory regime. Together with recommendations of the UK Corporate Governance Code 2014 with resolution 21, resolution 22 is intended to provide the Directors which the Company would intend to comply. The Company would with the flexibility to issue AT1 Securities which may convert into also comply with the requirement to provide appropriate facilities ordinary shares. for electronic voting if the Company were to call a general meeting This authority will expire on the conclusion of the next AGM of on 14 clear days’ notice. the Company after the date on which this resolution is passed Resolution 23 will be proposed as a special resolution. or, if earlier, at the close of business on 30 June 2016. However, the Directors currently intend to seek a similar authority on Recommendation an annual basis. The Board confirms that, in its opinion, each of the resolutions Conditional upon the passing of these resolutions 21 and 22, the are in the best interests of the shareholders of the Company Directors would not expect to make use of the resolutions 18 and 19 as a whole and unanimously recommends that shareholders to issue AT1 Securities. Any exercise of the authorities in resolutions vote in favour of all of them. 18 and 19 (if passed) would be separate from, and in addition to, the exercise of any powers under these resolutions 21 and 22 and would also have a dilutive effect on existing shareholdings. 14 I Notice of Annual General Meeting 2015

Important notes



The following notes explain your general rights as a shareholder and 6. The statement of the rights of shareholders in relation to the your right to attend and vote at this AGM or to appoint someone else appointment of proxies in notes 3, 4 and 8 do not apply to to vote on your behalf. Nominated Persons. The rights described in these paragraphs 1. To be entitled to attend and vote at the AGM (and for the can only be exercised by shareholders of the Company. purpose of the determination by the Company of the number Nominated persons are reminded that they should contact of votes they may cast), shareholders must be registered in the the registered holder of their shares (and not the Company) Register of Members of the Company at 18:00 on 29 April 2015 on matters relating to their investments in the Company. (or, in the event of any adjournment, on the date which is 48 7. A vote withheld is not a vote in law, which means that the vote hours before the time of the adjourned meeting). Changes to will not be counted in the calculation of votes for or against the the Register of Members after the relevant deadline shall be resolution. If no voting indication is given, your proxy will vote disregarded in determining the rights of any person to attend or abstain from voting at his or her discretion. Your proxy will and vote at the meeting. There are no other procedures or vote (or abstain from voting) as he or she thinks fit in relation requirements for entitled shareholders to comply with in order to any other matter which is put before the AGM. to attend and vote at the AGM. 8. To be valid, any form of proxy or other instrument appointing 2. The doors will open at 13:00 and you may wish to arrive by a proxy must be received by post or (during normal business 13:30 to enable you to register and take your seat in good time. hours only) by hand at the Company’s Registrar, at the address Light refreshments will be provided at the meeting. Mobile shown on the form of proxy or in the case of shares held phones may not be used in the meeting hall, and cameras and through CREST, via the CREST system, (see note 11 below). recording equipment are not allowed in the meeting hall. As an alternative to completing your hard-copy proxy form, 3. Members are entitled to appoint a proxy to exercise all or any you can appoint a proxy electronically at www.sharevote.co.uk. of their rights to attend and to speak and vote on their behalf You are advised to read the terms and conditions of use at the AGM. A shareholder may appoint more than one proxy carefully. Electronic communication facilities are open in relation to the AGM provided that each proxy is appointed to all shareholders and those who use them will not be to exercise the rights attached to a different ordinary share or disadvantaged. In any case, for proxy appointments to be valid, ordinary shares held by that shareholder. A proxy need not be they must be received by no later than 14:00 on 29 April 2015. a shareholder of the Company. A form of proxy which may be If you return more than one proxy appointment, either by paper used to make such appointment and give proxy instructions or electronic communication, that received last by the Registrar accompanies this Notice. If you do not have a form of proxy and before the latest time for the receipt of proxies will take believe that you should have one, or if you require additional precedence. You are advised to read the terms and conditions forms, please contact our Registrar, Equiniti, by calling of use carefully. the helpline on 0871 384 2030 (or from outside the UK on 9. The return of a completed form of proxy, other such +44 (0)121 415 7047). Calls to this number cost 8 pence per instrument or any CREST Proxy Instruction will not prevent minute plus network extras. Lines are open Monday – Friday, a shareholder attending the AGM and voting in person if he/she 08:30 – 17:30 (excluding UK public holidays). wishes to do so. 4. In the case of joint holders, where more than one of the joint 10. CREST members who wish to appoint a proxy or proxies holders purports to appoint a proxy, only the appointment through the CREST electronic proxy appointment service may submitted by the most senior holder will be accepted. Seniority do so for the AGM (and any adjournment of the AGM) by using is determined by the order in which the names of the joint the procedures described in the CREST Manual (available from holders appear in the Company’s Register of Members in respect https://euroclear.com/). CREST personal members or other of the joint holding (the first named being the most senior). CREST sponsored members, and those CREST members who 5. Any person to whom this Notice is sent who is a person have appointed a service provider(s), should refer to their nominated under section 146 of the Companies Act 2006 CREST sponsor or voting service provider(s), who will be able (the “Act”) to enjoy information rights (a “Nominated to take the appropriate action on their behalf. Person”) may, under an agreement between him/her and the 11. In order for a proxy appointment or instruction made by shareholder by whom he/she was nominated, have a right means of CREST to be valid, the appropriate CREST message to be appointed (or to have someone else appointed) as (a ‘CREST Proxy Instruction’) must be properly authenticated in a proxy for the AGM. If a Nominated Person has no such proxy accordance with Euroclear UK & Ireland Limited’s specifications appointment right or does not wish to exercise it, he/she may, and must contain the information required for such under any such agreement, have a right to give instructions to instructions, as described in the CREST Manual. the shareholder as to the exercise of voting rights. The message must be transmitted so as to be received by the issuers’ agent (ID RA19) by 14:00 on 29 April 2015. Notice of Annual General Meeting 2015 I 15



For this purpose, the time of receipt will be taken to the time Act. Where the Company is required to place a statement on (as determined by the timestamp applied to the message by a website under section 527 of the Act, it must forward the the CREST application host) from which the issuers’ agent statement to the Company’s auditor not later than the time is able to retrieve the message by enquiry to CREST in the when it makes the statement available on the website. The manner prescribed by CREST. After this time, any change of business which may be dealt with at the AGM includes any instructions to proxies appointed through CREST should be statement that the Company has been required under section communicated to the appointee through other means. 527 of the Act to publish on a website. 12. CREST members and, where applicable, their CREST sponsors, 16. Any shareholder attending the meeting has the right to ask or voting service providers should note that Euroclear UK & questions. The Company must cause to be answered any Ireland Limited does not make available special procedures such question relating to the business being dealt with at in CREST for any particular message. Normal system timings the meeting but no such answer need be given if (a) to do and limitations will, therefore, apply in relation to the input of so would interfere unduly with the preparation for the CREST Proxy Instructions. It is the responsibility of the CREST meeting or involve the disclosure of confidential information, member concerned to take (or, if the CREST member is a CREST (b) the answer has already been given on a website in the personal member, or sponsored member, or has appointed form of an answer to a question, or (c) it is undesirable in the a voting service provider(s), to procure that his CREST sponsor interests of the Company or the good order of the meeting or voting service provider(s) take(s)) such action as shall be that the question be answered. necessary to ensure that a message is transmitted by means 17. Copies of the Directors’ letters of appointment or service of the CREST system by any particular time. In this connection, contracts are available for inspection during normal business CREST members and, where applicable, their CREST sponsors hours at the registered office of the Company, Jubilee House, or voting system providers are referred, in particular, to those Gosforth, Newcastle Upon Tyne, NE3 4PL, on any business sections of the CREST Manual concerning practical limitations day from the date of this notice until the time of the AGM and of the CREST system and timings. The Company may treat may also be inspected at the AGM venue (the office of FTI as invalid a CREST Proxy Instruction in the circumstances set Consulting), from 13:00 on the day of the meeting until the out in Regulation 35(5)(a) of the Uncertificated Securities conclusion of the AGM. Regulations 2001. 18. You may not use any electronic address provided in either this 13. Any corporation which is a member can appoint one or more Notice or any related documents (including the Form of Proxy) corporate representatives who may exercise on its behalf to communicate with the Company for any purposes other than all of its powers as a member provided that no more than those expressly stated. one corporate representative exercises powers in relation to 19. Shareholders who have general queries about the AGM should the same shares. use the following means of communication (no other methods 14. As at 23 March 2015 (being the latest practicable business of communication will be accepted): calling our shareholder day prior to the publication of this Notice), the Company’s helpline on 0871 384 2030, calls to this number cost 8 pence ordinary issued share capital consists of 441,933,180 ordinary per minute plus network extras. Non-UK callers should dial shares, carrying one vote each. No ordinary shares are held +44 (0)121 415 7047. Lines are open 08:30 to 17:30, Monday in treasury. 10,052,161 deferred shares are held in treasury to Friday; or writing to the Company’s Registrars, Equiniti, but these shares do not carry any voting rights. Therefore, Aspect House, Spencer Road, Lancing BN99 6DA. You may the total voting rights in the Company as at 23 March 2015 not use any electronic address provided either in this Notice are 441,933,180. or any related documents (including the Form of Proxy) to 15. Under Section 527 of the Act, shareholders meeting the communicate with the Company for any purpose other than threshold requirements set out in that section have the right those expressly stated. to require the Company to publish on a website a statement 20. All resolutions will be put to a vote on a poll. This will result setting out any matter relating to: (i) the audit of the Company’s in a more accurate reflection of the views of shareholders by accounts (including the auditor’s report and the conduct ensuring that every vote is recognised, including the votes of of the audit) that are to be laid before the AGM; or (ii) any all shareholders who are unable to attend the meeting but who circumstances connected with an auditor of the Company appoint a proxy for the meeting. On a poll, each shareholder ceasing to hold office since the previous meeting at which has one vote for every share held. annual accounts and reports were laid in accordance with 21. A copy of this Notice, and other information required by section section 437 of the Act. The Company may not require the 311A of the Act, can be found on the Company’s website at shareholders requesting any such website publication to pay www.virginmoney.com. its expenses in complying with sections 527 or 528 of the 16 I Notice of Annual General Meeting 2015

Shareholders FAQs



If you can attend the AGM What is a proxy and who can be one? Where is FTI Consulting? A proxy is someone appointed by you to attend the meeting and There is a map showing the offices of FTI Consulting on page 17 vote on your behalf. This can be a person of your choosing or the of this Notice of AGM and on the reverse of the attendance card Chairman of the meeting. A proxy does not need to be a shareholder together with some useful travel information. in the Company but must attend the meeting if your votes are to be cast. Please bring your attendance card (attached to the Form of Proxy) with you as this will help with registration formalities. How do I return the proxy or voting form? How do I contact Equiniti? Please use the enclosed envelope. By telephone Do I have to pay postage? From UK: 0871 384 2030 Postage is already paid if mailed in mainland UK. Outside UK: +44 (0)121 415 7047 Do I have to pay postage if I am overseas? Lines are open 08.30 to 17:30 Monday to Friday. Please have the enclosed proxy or voting form to hand as you may be asked to quote The enclosed envelope can be used if you are mailing your proxy or your Account number. voting form within mainland UK. If you mail these documents from overseas, you must pay the appropriate local postage costs. By post Equiniti Limited Can I lodge my proxy and voting instructions Aspect House online? Spencer Road Yes. Please see the reverse side of the proxy or voting form Lancing for details on how to do this. West Sussex BN99 6DA I hold shares in the Company through the Equiniti Corporate Nominee Service (the Nominee Service); What is the cost of telephoning Equiniti? the voting form does not provide an option to Calls cost 8 pence per minute plus network extras. appoint a proxy, why is this? In accordance with the terms and conditions of the Nominee Service, Call to +44 (0)121 415 7047 from outside the UK are charged at only Equiniti Share Dealing Limited can carry out your instructions in applicable international rates. relation to these shares. Why should I vote? The day of the AGM Every shareholder is encouraged to vote. Your opinion counts and The following times are indicative only and may change: is very important in informing the Board on shareholder views. We urge you to use this opportunity to vote. Doors open for shareholder registration at 13:00. Light refreshments will be available. Shareholders will be invited to take seats in auditorium from 13:30 for a 14:00 start to the meeting. The final poll results are expected to be released to the London Stock Exchange on Friday, 1 May 2015. Public Transport

OurNotice 200 Alder ofsga Annualte venue General is convenien Meetingtly locate d2015 in the 17 heart of the City, right next to London Wall and the MuseumI of London. Just 5 minutes from both Barbican and St Paul's tube stations, and 10 minutes from Farringdon and Moorgate. Our venue overlooks the Museum of London, so follow signs to the Museum and you will find our venue right next door.

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