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.