Virgin Money UK : Form of Proxy 2024 Court Meeting

Attendance Card

Please detach and bring this attendance card with you if you attend the Court Meeting and present it at the shareholder registration/ accreditation.

Attendance

By an order dated 19 April 2024 made in the matter of Virgin Money UK PLC (the "Company"), the Court has directed that the Company convene a meeting (the "Court Meeting") of the holders of Scheme Shares as at the Voting Record Time (as each such term is defined in the Scheme Document) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Part 26 of the Companies Act 2006 between (i) the Company and (ii) the holders of Scheme Shares (as defined in the Scheme Document) and that the Court Meeting will be held at 1.00 p.m. (London time) on Wednesday 22 May 2024 at the Company's registered office at Jubilee House, Gosforth, Newcastle upon Tyne, England, NE3 4PL at which place and time all Scheme Shareholders (as defined in the Scheme Document) are requested to attend.

Please read the Notice of Court Meeting in Part 9 of the Scheme

Document and the Explanatory Notes before completing this

Form of Proxy.

Shareholder Reference Number:

Please detach this portion before posting this Form of Proxy.

Form of Proxy - Court Meeting to be held on Wednesday 22 May 2024

@	Cast your Proxy online...It's fast, easy and secure!
Go to www.investorcentre.co.uk/eproxy
or scan the QR Code with your mobile device

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control umber: 919095

SRN:

PIN:

View the Notice of Court Meeting online: www.virginmoneyukplc.com/investor-relations/announcements/

To be effective, all proxy appointments must be lodged with omputershare at Computershare Investor Services PLC:

The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or online via www.investorcentre.co.uk/eproxy by 1.00 p.m. (London time) on Monday 20 May 2024.

Explanatory Notes:

1. Please refer to the Notice of Court Meeting set out in Part 9 of the Scheme Document (which can be viewed online: www.virginmoneyukplc.com/investor-relations/announcements/ ) for the full text of the resolution set out in the Form of Proxy and for full explanatory notes. All capitalised but undefined terms in this Form of Proxy and these Explanatory Notes shall have the meaning as set out in that Scheme Document.
2. Every Scheme Shareholder who is entitled to attend and vote at the Court Meeting has the right to appoint some other person(s) of his choice, who need not be a Scheme Shareholder, as his proxy to exercise all or any of his rights, to attend and vote on a poll on his behalf at the Court Meeting (and at any adjournments thereof). If you would like another person(s) to act as your proxy, rather than the Chair of the Court Meeting, to attend, speak and vote on your behalf at the Court Meeting, please insert their name in the fiirst box on the next page. If you don't want to provide them with your full voting entitlement make sure you note the number of shares you wish the proxy to have authority for in the box next to the proxy's name. Please indicate by signing in the boxes overleaf to show how you wish your vote to be cast. If you sign in more than one box, the Form of Proxy will be invalid. If you do not indicate how your proxy should vote on any resolution, your proxy can vote in any way they wish. The same applies to any other matter considered at the Court Meeting. An electronic proxy or any CREST Proxy Instruction will not preclude you from attending the meeting and voting there in person. If you submit more than one valid proxy appointment, the appointment last received before the latest time for receipt of proxies will take precedence.
3. If you appoint the Chair of the Court Meeting as proxy and do not direct the Chair how to vote on the Scheme, his current intention is to vote in favour of the Scheme. The Chair's intention necessarily expresses his intention at the date this form was printed and therefore, in exceptional circumstances, the Chair's intention may change subsequently.
4. To be effective, you should complete and return your Form of Proxy (together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority) to the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom as soon as possible, but in any event so as to arrive no later than 1.00 p.m. (London time) on Monday 20 May 2024 (or, in the event of an adjournment, as set out in the Notice of Court Meeting in Part 9 of the Scheme Document). Alternatively, you may hand your Form of Proxy to a representative of Computershare on behalf of the Chair of the Court Meeting or to the Chair of the Court Meeting at the commencement of that meeting.
5. Need to appoint more than one proxy? Request an additional form(s) from Computershare by calling the helpline on [phone]. Insert the proxy's name in the fiirst box together with the number of shares in which they can act as your proxy and mark the box below their name to confiirm you have appointed more than one proxy. Please sign all forms and return to Computershare in the same envelope. A proxy need not be a shareholder of the Company but must attend the Court Meeting to represent you. Failure to specify the number of shares to which each Form of Proxy relates or specifying a number which, when taken together with the number of shares set out in the other proxy appointments, is in excess of the number of shares held by the member may result in the proxy appointment being invalid.

1. To keep the Company and Computershare safe, all electronic communications found to contain a computer virus will not be accepted.
2. In line with Regulation 41 of the Uncertifiicated Securities Regulations 2001, entitlement to attend and vote at the Court Meeting and the number of votes that may be cast will reflect the register of members of the Company at 6.00 p.m. (London time) on Monday 20 May 2024. Changes made after this time shall be disregarded in determining the rights of any person to attend and vote at the Court Meeting.
3. Prefer to register the appointment of your proxy electronically? You can do so by logging onto Computershare's website: www.investorcentre.co.uk/eproxy using your Control Number, Shareholder Reference Number (SRN) and PIN (printed above). Full details of the procedures are given on the Computershare website. Electronic appointments and/or voting instructions must be received by Computershare no later than 1.00 p.m. (London time) on Monday 20 May 2024, (or, in the event of an adjournment, as set out in the Notice of Court Meeting in Part 9 of the Scheme Document). The use of the internet service in connection with the meeting is governed by Computershare's conditions of use set out on the website www.investorcentre.co.uk/eproxy and may be read by logging on to that site.
4. Are you a CREST member? You can appoint one or more proxies through the CREST electronic proxy appointment service by using the instructions in the CREST manual available via www.euroclear.com. The message must, in order to be valid, be transmitted so as to be received by the Computershare (participant ID 3RA50) by 1.00 p.m. (London time) on Monday 20 May 2024 (or, in the event of an adjournment, as set out in the Notice of Court Meeting in Part 9 of the Scheme Document). Please ensure your CREST messages are received before the time appointed for holding the Court Meeting (the time of receipt will be taken to be the time (as determined by the time stamp generated by the CREST system) from which the issuer's agent is able to retrieve the message). Please refer to Regulation 35(5)(a) of the Uncertifiicated Securities Regulations
   2001 for details of why certain CREST proxy appointments may be treated as invalid.
5. Is your address showing correctly? If not, let us know of any changes by calling Computershare's helpline on [phone] to request a change of address form. Or go to www.investorcentre.co.uk to use the online Investor Centre service.
6. The Form of Proxy must be signed in order to be valid. If you have made a mistake or need to change any information on this form, please initial your change(s).
7. Are you a joint shareholder? If so, please note that the only votes that will be accepted is that of the person whose name is listed fiirst on the register of members of the Company (the senior holder).
8. Are you signing this form on behalf of another person? Please provide the power of attorney or other authority, or a certifiied copy of the document and enclose this with the completed form.
9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that where more than one is appointed they do not do so in relation to the same shares. A corporate representative letter is available from Computershare on request.

Kindly Note: This form is issued only to the addressee(s) and is specific to the	All Named Holders
unique designated account printed hereon. This personalised form is not transferable
between different: (i) account holders; or (ii) uniquely designated accounts. The
Company and Computershare Investor Services PLC accept no liability for any
instruction that does not comply with these conditions.

Form of Proxy

You are strongly encouraged to select the Chair of the Court Meeting as your proxy - please see Explanatory Notes (see front). Please leave this box blank if you want to select the Chair. Complete this box only if you wish to appoint a third party proxy other than the Chair. Do not insert your own name(s).

Insert in this box the number of Virgin Money Shares in relation to which your proxy is entitled to act, in the event that it is lower than your total holding of Virgin oney Shares

I/We hereby appoint the Chair of the Court Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Court Meeting of Virgin Money UK PLC (the "Company") to be held at the Company's registered office at Jubilee House, Gosforth, Newcastle upon Tyne, England, NE3 4PL, United Kingdom on Wednesday 22 May 2024 at 1.00 p.m. (London time), and at any adjournment of the Court Meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 5 (see front).	Please use a black pen. Mark with an X
x
	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.	inside the box as shown in this example.

IMPORTANT: If you wish to vote to confirm the approval of the Scheme, sign in the box marked 'FOR the Scheme', or if you do not wish to vote to confirm the approval of the Scheme, sign in the box marked 'AGAINST the Scheme'.

PLEASE SIGN IN ONLY ONE OF THE BOXES BELOW. THE FORM MUST BE SIGNED IN ORDER TO BE VALID. HOWEVER, IF YOU SIGN MORE THAN ONE BOX THIS FORM OF PROXY WILL BE INVALID.

FOR the cheme

Signed

AGAINST the Scheme

Signed

I/We instruct my/our proxy as indicated on this Form of Proxy. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the meeting other than the resolution to approve the Scheme which may come before the Court Meeting.

Signature:Date:

In the case of a corporation, this Form of Proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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