BASE PROSPECTUS DATED 24 MARCH 2021 VIRGIN MONEY UK PLC (incorporated with limited liability in England and Wales) CLYDESDALE BANK PLC (incorporated with limited liability in Scotland) £10,000,000,000 Global Medium Term Note Programme Any notes ("Notes") issued pursuant to this base prospectus (the "Base Prospectus") under the Global Medium Term Note Programme (the "Programme") on or after the date of this Base Prospectus are issued subject to the provisions described herein. Under the Programme, Virgin Money UK PLC (formerly CYBG PLC) (the "Company") and Clydesdale Bank PLC (the "Bank" and, together with the Company, the "Issuers" and each an "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Notes. The aggregate principal amount of Notes outstanding under the Programme will not at any time exceed £10,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein. References in this Base Prospectus to "Exempt Notes" are to Notes issued under the Programme for which no prospectus is required to be published in accordance with the UK Prospectus Regulation (as defined below). The FCA (as defined below) has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA") as competent authority under Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") for the purpose of giving information with regard to the issue of notes issued under the Programme (other than Exempt Notes) described in this Base Prospectus during the period of 12 months from the date of approval of this Base Prospectus. The FCA has only approved this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such an approval should not be considered as an endorsement of the Issuer nor as an endorsement of the quality of any Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in such Notes. This Base Prospectus is valid for a period of twelve months from the date of its approval. Applications have been made for such Notes (other than Exempt Notes) to be admitted during the period of 12 months from the date of approval of this Base Prospectus to listing on the Official List of the FCA (the "Official List") and to trading on the Main Market (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange"). The Main Market is a regulated market situated or operating within the United Kingdom for the purposes of the UK Prospectus Regulation. References in this Base Prospectus to Notes (other than Exempt Notes) being "listed" (and all related references) shall, unless the context otherwise requires, mean that such Notes have been admitted to the Official List and admitted to trading on the Main Market. Additionally, application has been made for Notes to be admitted to trading on the International Securities Market of the London Stock Exchange (the "ISM"). The relevant Final Terms or Pricing Supplement, as applicable (each as defined below) will state on which market(s) the relevant Notes will be admitted to trading, if any. The ISM is not a regulated market situated or operating within the United Kingdom for the purposes of the UK Prospectus Regulation. The ISM is a market designated for professional investors. Exempt Notes which are designated in the relevant Pricing Supplement as being admitted to trading on the ISM are not admitted to listing on the Official List. Exempt Notes do not form part of this Base Prospectus and in relation to Exempt Notes neither the FCA nor the London Stock Exchange has approved, reviewed or verified the contents of this Base Prospectus. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exemptions, the Notes are not being offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S ("Regulation S")). The Notes are being offered and sold outside the United States to persons that are not U.S. persons in reliance on Regulation S and (in the case of Notes represented by Restricted Global Certificates) within the United States to "qualified institutional buyers" (each, a "QIB") as defined in and pursuant to Rule 144A under the Securities Act ("Rule 144A"). See "Subscription and Sale" and "Transfer Restrictions" below. The Notes are not deposit liabilities of the Issuers and are not covered by the United Kingdom Financial Services Compensation Scheme ("FSCS") or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuers to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Arranger Citigroup Dealers Barclays BNP PARIBAS BofA Securities Citigroup Credit Suisse Deutsche Bank Goldman Sachs International Lloyds Bank Corporate Markets Morgan Stanley NatWest Markets IMPORTANT NOTICES Responsibility for this Base Prospectus Each of the Issuers accepts responsibility for the information contained in this Base Prospectus and the relevant Final Terms or the relevant Pricing Supplement (as defined below) for each tranche of Notes issued under the Programme and declares that, to the best of its knowledge, the information contained in this Base Prospectus and any Final Terms or any Pricing Supplement is in accordance with the facts and this Base Prospectus makes no omission likely to affect its import. None of the Dealers or any of their respective affiliates shall be responsible for any act or omission of the Issuers or any other person (other than the relevant Dealer or affiliate) in connection with the Programme and the issue and offering of Notes thereunder. Final Terms, Pricing Supplement or Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or as supplemented, amended and/or replaced by a document specific to such Tranche called a pricing supplement (the "Pricing Supplement") in the case of Exempt Notes, or by a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described under "Final Terms, Pricing Supplement and Drawdown Prospectuses" below. In the case of Exempt Notes, each reference in this Base Prospectus to "Final Terms" shall be read and construed as a reference to the "Pricing Supplement", unless the context requires otherwise. The Notes Notes may only be issued under the Programme which have a denomination of at least €100,000 (or its equivalent in any other currency). Each Tranche of Notes in registered form ("Registered Notes") will be represented by either (A) individual note certificates in registered form ("Individual Certificates"); or (B) one or more unrestricted global note certificates ("Unrestricted Global Certificates") in the case of Registered Notes sold outside the United States to persons that are not U.S. persons in reliance on Regulation S and/or one or more restricted global note certificates ("Restricted Global Certificates") (together with the Unrestricted Global Certificate(s), the "Global Certificates") in the case of Registered Notes sold to QIBs in reliance on Rule 144A. Each Note represented by an Unrestricted Global Certificate will either be: (A) in the case of a Global Certificate which is not to be held under the new safekeeping structure ("NSS"), registered in the name of a common depositary (or its nominee) for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or any other relevant clearing system and the relevant Unrestricted Global Certificate will be deposited on or about the issue date with the common depositary and/or the sub-custodian; or (B) in the case of a Global Certificate to be held under the NSS, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Unrestricted Global Certificate will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. Each Note represented by a Restricted Global Certificate will be: (A) deposited with, and registered in the name of, a nominee, common depositary or common safekeeper for Euroclear or Clearstream, Luxembourg; or (B) registered in the name of Cede & Co. as nominee for the Depository Trust Company ("DTC") and the relevant Restricted Global Certificate will be deposited on or about the issue date with the custodian for DTC (the "DTC Custodian"). Beneficial interests in Notes represented by a Restricted Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by such clearing systems and their respective participants. Each Tranche of Notes in bearer form ("Bearer Notes") will initially be in the form of either a temporary global note in