Consent Solicitation - Notice to Noteholders.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE PROPOSALS, IT IS RECOMMENDED TO SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR FINANCIAL ADVISER. ANY INDIVIDUAL OR COMPANY WHOSE NOTES ARE HELD ON ITS BEHALF BY A BROKER, DEALER, BANK, CUSTODIAN, TRUST COMPANY OR OTHER NOMINEE OR INTERMEDIARY MUST CONTACT SUCH ENTITY IF IT WISHES TO PARTICIPATE IN ANY CONSENT SOLICITATION OR OTHERWISE VOTE IN RESPECT OF THE RELEVANT PROPOSAL.

Virgin Money UK PLC

(incorporated with limited liability in England and Wales with registered number 09595911)

(formerly CYBG PLC)

NOTICE OF MEETINGS

Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495

to all holders of the outstanding notes listed in the table below

(each a "Series" and, together, the "Notes")

^{______________________________}

⁽¹⁾ As at the date of this Notice.

NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting" and together the "Meetings") of the holders of each Series (the "Noteholders") convened by the Issuer will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, United Kingdom on 25 June 2025 (the "Meetings Date") for the purpose of considering and, if thought fit, passing the applicable resolutions set out below, which will be proposed as an Extraordinary Resolution at the relevant Meeting in accordance with the provisions of: (i) in the case of the Existing Tier 2 Notes, the terms and conditions and the trust deed dated 24 March 2021; (ii) in the case of the 2027 Senior Notes, the terms and conditions and the trust deed dated 1 July 2019; (iii) in the case of the March 2028 Senior Notes, the terms and conditions and the trust deed dated 13 December 2023; (iv) in the case of the October 2028 Senior Notes and the 2029 Senior Notes, the terms and conditions and the trust deed dated 28 November 2022, in each case as modified, supplemented and/or restated from time to time up to the date of issue of the relevant Series (each a "Trust Deed") and made between the Issuer and (among others) Citicorp Trustee Company Limited as trustee (the "Trustee").

The Meeting in respect of the Existing Tier 2 Notes will commence at 10:00 a.m. (London time) on the Meetings Date, with the Meeting in respect of: (i) the 2027 Senior Notes being held at 10:10 a.m. (London time) or after the completion of the Meeting in respect of the Existing Tier 2 Notes (whichever is the later); (ii) the March 2028 Senior Notes being held at 10:20 a.m. (London time) or after the completion of the Meeting in respect of the 2027 Senior Notes (whichever is the later); (iii) the October 2028 Senior Notes being held at 10:30 a.m. (London time) or after the completion of the Meeting in respect of the March 2028 Senior Notes (whichever is the later); and (iv) the 2029 Senior Notes, being held at 10:40 a.m. (London time) or after the completion of the Meeting in respect of the October 2028 Senior Notes (whichever is the later).

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the relevant Trust Deed, the terms and conditions of the Notes of the relevant Series (in respect of each Series, the "Conditions") or the relevant Extraordinary Resolution, as applicable.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £300,000,000 2.625 PER CENT. FIXED RATE RESET CALLABLE SUBORDINATED TIER 2 CAPITAL NOTES DUE 2031 (ISIN: XS2343851510)

THAT this meeting of the holders (together, the "Noteholders") of the presently outstanding £300,000,000 2.625 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Capital Notes due 2031 (the "Notes") of Virgin Money UK PLC (the "Issuer"), issued with the benefit of a trust deed dated 24 March 2021 (the "Trust Deed") and made between the Issuer and (among others) Citicorp Trustee Company Limited as trustee (the "Trustee"):

1.      (subject to paragraphs 5 and 6 of this Extraordinary Resolution) acknowledges, authorises and accepts: (i) the substitution of Nationwide Building Society ("Nationwide") in place of the Issuer in its capacity as issuer of the Notes (the "Substitution") and effective upon such Substitution, agrees to release and waive all rights, claims or entitlements against the Issuer, in its respective capacity as issuer of the Notes, under the Notes and the Trust Deed; (ii) assents to the amendment of the Conditions with the Amended and Restated Tier 2 Conditions and of the Final Terms with the Amended and Restated Tier 2 Final Terms as laid out in Annex I (Amended and Restated Tier 2 Conditions) and Annex II (Amended and Restated Tier 2 Final Terms), respectively, to the notice of meetings dated 3 June 2025 (as shown in "blackline" form); and (iii) acknowledges and accepts all other consequential amendments made to the Conditions and the Trust Deed in relation to the Substitution;

2.          (subject to paragraphs 5 and 6 of this Extraordinary Resolution) authorises, directs, requests and empowers the Issuer, Nationwide and the Trustee to execute a supplemental trust deed and a supplemental agency agreement to effect the modifications referred to in paragraph 1 of this Extraordinary Resolution;

3.           (subject to paragraphs 5 and 6 of this Extraordinary Resolution) authorises, directs, requests and empowers the Issuer, Nationwide and the Trustee to execute, deliver (if applicable) and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in their sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications and arrangements referred to in this Extraordinary Resolution, including but not limited to making any consequential amendments necessary or desirable to any document in respect of the Notes or terminate any such document, agreement or arrangement to provide for such modifications and arrangements;

4.         (subject to paragraphs 5 and 6 of this Extraordinary Resolution) sanctions every abrogation, modification, amendment, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the Conditions, the Trust Deed, the Agency Agreement or the global certificate relating to the Notes or otherwise, in each case involved in, resulting from or to be effected by the amendments set out in paragraph 1 of this Extraordinary Resolution and hereby dissolve the trust created by the Trust Deed and releases and discharges the Trustee from all obligations under or in connection with the Trust Deed;

5.         discharges and exonerates the Trustee from any and all liability for which it may have become or may become liable under the Trust Deed or otherwise in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, the Substitution and modifications referred to in this Extraordinary Resolution and any act or omission taken in connection with this Extraordinary Resolution or the implementation of the Substitution and modifications referred to herein;

6.         agrees and undertakes fully and effectively to indemnify and hold harmless the Trustee from and against all liability which may be suffered or incurred by the Trustee as a result of any claims, actions, demands or proceedings brought or established (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with this Extraordinary Resolution and the Trust Deed;

7.          waives irrevocably any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding) and will not seek to hold the Trustee liable for any such liabilities;

8.      confirms that the Noteholders have formed their own view in relation to the actions contemplated under the supplemental trust deed and the supplemental agency agreement without any reliance on the Trustee;

9.        acknowledges that, if the Consent Solicitation is terminated by the Issuer prior to the date of this meeting in accordance with the terms of the Consent Solicitation Memorandum, even in the event that this Extraordinary Resolution is passed at this meeting, the amendments set out in paragraph 1 of this Extraordinary Resolution shall not be effective, as such amendments are conditional on the Consent Solicitation not having been terminated;

10.        declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a)           the passing of this Extraordinary Resolution; and

(b)         the quorum required for, and the requisite majority of votes cast at, this meeting being satisfied by Eligible Noteholders, irrespective of any participation at this meeting by Ineligible Noteholders and further resolves that, in the event the Extraordinary Resolution is passed at this meeting but this condition is not satisfied, the Chairman of this meeting is hereby authorised, directed, requested and empowered to adjourn this meeting on the same basis (including quorum) as for an adjournment of this meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 10 of this Extraordinary Resolution (with the exception of resolution 10(b) of this Extraordinary Resolution) at the adjourned meeting, and in place of the foregoing provisions of resolution 10(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned meeting by Ineligible Noteholders; and

11.       acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Agency Agreement" means the agency agreement dated 24 March 2021 between (among others) the Issuer and Citibank, N.A., London Branch;

"Amended and Restated Tier 2 Conditions" means the Conditions as so modified to include certain amendments in relation to the Substitution, among other things, as laid out in Annex I (Amended and Restated Tier 2 Conditions) to the notice of meetings dated 3 June 2025 (as shown in "blackline" form);

"Amended and Restated Tier 2 Final Terms" means the Final Terms as so modified to include certain amendments in relation to the Substitution, among other things, as laid out in Annex II (Amended and Restated Tier 2 Final Terms) to the notice of meetings dated 3 June 2025 (as shown in "blackline" form);

"Conditions" means the terms and conditions of the Notes;

"Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 3 June 2025 prepared by the Issuer in relation to, among other things, the Consent Solicitation;

"Eligible Noteholder" means each Noteholder who is: (i) located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) or a dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States; (ii) an eligible counterparty (as defined in the United Kingdom Financial Conduct Authority's Handbook Conduct of Business Sourcebook) or a professional client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client; and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

"Final Terms" means the final terms of the Notes dated 17 May 2021; and

"Ineligible Noteholder" means a Noteholder who is not an Eligible Noteholder.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £400,000,000 4.00 PER CENT. FIXED RATE RESET CALLABLE SENIOR NOTES DUE 2027 (ISIN: XS2049149821)

THAT this meeting of the holders (together, the "Noteholders") of the presently outstanding £400,000,000 4.00 per cent. Fixed Rate Reset Callable Senior Notes due 2027 (the "2027 Senior Notes") of Virgin Money UK PLC (the "Issuer"), issued with the benefit of a trust deed dated 1 July 2019 (the "Trust Deed") and made between the Issuer and (among others) Citicorp Trustee Company Limited as trustee (the "Trustee"):

1.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the exchange of all outstanding 2027 Senior Notes for an equal aggregate principal amount of a series of new senior non-preferred notes to be issued by Nationwide Building Society ("Nationwide") under the Nationwide Programme, on the terms set out in the New SNP Final Terms and the New SNP Conditions (the "New 2027 SNP Notes"), with the holders of such 2027 Senior Notes becoming the holders of such New 2027 SNP Notes in proportion to their holding of the 2027 Senior Notes;

2.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the cancellation of such 2027 Senior Notes;

3.        (subject to paragraphs 6 and 7 of this Extraordinary Resolution) agrees that on and from the issue date of the New 2027 SNP Notes, all amounts owing by the Issuer under the 2027 Senior Notes will be owing to the Noteholders by Nationwide under the New 2027 SNP Notes;

4.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges and agrees that the 2027 Senior Notes can immediately be cancelled and redeemed by the Issuer once the New 2027 SNP Notes have been issued by Nationwide and accordingly approve the release and waiver of all rights, claims or entitlements against the Issuer in its capacity as issuer of the 2027 Senior Notes, whether arising under the 2027 Senior Notes Conditions, the 2027 Senior Notes Final Terms or the Trust Deed and hereby dissolve the trust created by the Trust Deed and releases and discharges the Trustee from all obligations under or in connection with the Trust Deed;

5.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) consent to each of the Issuer and Nationwide entering into all documents necessary and directing the Trustee to take such steps as are necessary to give effect to the matters in paragraphs 1 to 4 of this Extraordinary Resolution;

6.          discharges and exonerates the Trustee from any and all liability for which it may have become or may become liable under the Trust Deed or otherwise in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, exchange referred to in this Extraordinary Resolution and any act or omission taken in connection with this Extraordinary Resolution or the implementation of exchange referred to herein;

7.         agrees and undertakes fully and effectively to indemnify and hold harmless the Trustee from and against all liability which may be suffered or incurred by the Trustee as a result of any claims, actions, demands or proceedings brought or established (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with this Extraordinary Resolution and the Trust Deed;

8.          waives irrevocably any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding) and will not seek to hold the Trustee liable for any such liabilities;

9.          confirms that the Noteholders have formed their own view in relation to the actions contemplated under the New SNP Conditions without any reliance on the Trustee;

10.      acknowledges that, if the Consent Solicitation is terminated by the Issuer prior to the date of this meeting in accordance with the terms of the Consent Solicitation Memorandum, even in the event that this Extraordinary Resolution is passed at this meeting, the amendments set out in paragraph 1 of this Extraordinary Resolution shall not be effective, as such amendments are conditional on the Consent Solicitation not having been terminated;

11.         declares that the implementation of this Extraordinary Resolution shall be conditional on:

 (a)         the passing of this Extraordinary Resolution; and

 (b)       the quorum required for, and the requisite majority of votes cast at, this meeting being satisfied by Eligible Noteholders, irrespective of any participation at this meeting by Ineligible Noteholders and further resolves that, in the event the Extraordinary Resolution is passed at this meeting but this condition is not satisfied, the Chairman of this meeting is hereby authorised, directed, requested and empowered to adjourn this meeting on the same basis (including quorum) as for an adjournment of this meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution (with the exception of resolution 11(b) of this Extraordinary Resolution) at the adjourned meeting, and in place of the foregoing provisions of resolution 11(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned meeting by Ineligible Noteholders; and

12.      acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"2027 Senior Notes Conditions" means the terms and conditions of the 2027 Senior Notes;

"2027 Senior Notes Final Terms" means the final terms of the 2027 Senior Notes dated 30 August 2019;

"Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 3 June 2025 prepared by the Issuer in relation to, among other things, the Consent Solicitation;

"Eligible Noteholder" means each Noteholder who is: (i) located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) or a dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States; (ii) an eligible counterparty (as defined in the United Kingdom Financial Conduct Authority's Handbook Conduct of Business Sourcebook) or a professional client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client; and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

"Ineligible Noteholder" means a Noteholder who is not an Eligible Noteholder;

"Nationwide Programme" means Nationwide's U.S.$25,000,000,000 European Note Programme;

"New SNP Conditions" means the terms and conditions of the Nationwide Programme as set out in the trust deed in respect thereof dated 17 April 1991 as modified and restated from time to time, between, amongst others, Nationwide and The Law Debenture Trust Corporation p.l.c as trustee (as completed by the final terms in respect of the New 2027 SNP Notes, as the same may be amended from time to time), as laid out in Annex III, Part A (New SNP Conditions and Final Terms - New 2027 SNP Notes) to the notice of meetings dated 3 June 2025; and

"New SNP Final Terms" means the final terms in respect of the New 2027 SNP Notes to be entered into by Nationwide as laid out in Annex III, Part A (New SNP Conditions and Final Terms - New 2027 SNP Notes) to the notice of meetings dated 3 June 2025.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €750,000,000 4.000 PER CENT. FIXED RATE RESET CALLABLE SENIOR NOTES DUE 2028 (ISIN: XS2757511113)

THAT this meeting of the holders (together, the "Noteholders") of the presently outstanding €750,000,000 4.000 per cent. Fixed Rate Reset Callable Senior Notes due 2028 (the "March 2028 Senior Notes") of Virgin Money UK PLC (the "Issuer"), issued with the benefit of a trust deed dated 13 December 2023 (the "Trust Deed") and made between the Issuer and (among others) Citicorp Trustee Company Limited as trustee (the "Trustee"):

1.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the exchange of all outstanding March 2028 Senior Notes for an equal aggregate principal amount of a series of new senior non-preferred notes to be issued by Nationwide Building Society ("Nationwide") under the Nationwide Programme, on the terms set out in the New SNP Final Terms and the New SNP Conditions (the "New March 2028 SNP Notes"), with the holders of such March 2028 Senior Notes becoming the holders of such New March 2028 SNP Notes in proportion to their holding of the March 2028 Senior Notes;

2.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the cancellation of such March 2028 Senior Notes;

3.        (subject to paragraphs 6 and 7 of this Extraordinary Resolution) agrees that on and from the issue date of the New March 2028 SNP Notes, all amounts owing by the Issuer under the March 2028 Senior Notes will be owing to the Noteholders by Nationwide under the New March 2028 SNP Notes;

4.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges and agrees that the March 2028 Senior Notes can immediately be cancelled and redeemed by the Issuer once the New March 2028 SNP Notes have been issued by Nationwide and accordingly approve the release and waiver of all rights, claims or entitlements against the Issuer in its capacity as issuer of the March 2028 Senior Notes, whether arising under the March 2028 Senior Notes Conditions, the March 2028 Senior Notes Final Terms or the Trust Deed and hereby dissolve the trust created by the Trust Deed and releases and discharges the Trustee from all obligations under or in connection with the Trust Deed;

5.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) consent to each of the Issuer and Nationwide entering into all documents necessary and directing the Trustee to take such steps as are necessary to give effect to the matters in paragraphs 1 to 4 of this Extraordinary Resolution;

6.          discharges and exonerates the Trustee from any and all liability for which it may have become or may become liable under the Trust Deed or otherwise in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, exchange referred to in this Extraordinary Resolution and any act or omission taken in connection with this Extraordinary Resolution or the implementation of exchange referred to herein;

7.          agrees and undertakes fully and effectively to indemnify and hold harmless the Trustee from and against all liability which may be suffered or incurred by the Trustee as a result of any claims, actions, demands or proceedings brought or established (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with this Extraordinary Resolution and the Trust Deed;

8.          waives irrevocably any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding) and will not seek to hold the Trustee liable for any such liabilities;

9.         confirms that the Noteholders have formed their own view in relation to the actions contemplated under the New SNP Conditions without any reliance on the Trustee;

10.      acknowledges that, if the Consent Solicitation is terminated by the Issuer prior to the date of this meeting in accordance with the terms of the Consent Solicitation Memorandum, even in the event that this Extraordinary Resolution is passed at this meeting, the amendments set out in paragraph 1 of this Extraordinary Resolution shall not be effective, as such amendments are conditional on the Consent Solicitation not having been terminated;

11.         declares that the implementation of this Extraordinary Resolution shall be conditional on:

 (a)         the passing of this Extraordinary Resolution; and

 (b)      the quorum required for, and the requisite majority of votes cast at, this meeting being satisfied by Eligible Noteholders, irrespective of any participation at this meeting by Ineligible Noteholders and further resolves that, in the event the Extraordinary Resolution is passed at this meeting but this condition is not satisfied, the Chairman of this meeting is hereby authorised, directed, requested and empowered to adjourn this meeting on the same basis (including quorum) as for an adjournment of this meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution (with the exception of resolution 11(b) of this Extraordinary Resolution) at the adjourned meeting, and in place of the foregoing provisions of resolution 11(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned meeting by Ineligible Noteholders; and

12.       acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"March 2028 Senior Notes Conditions" means the terms and conditions of the March 2028 Senior Notes;

"March 2028 Senior Notes Final Terms" means the final terms of the March 2028 Senior Notes dated 14 March 2024;

"Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 3 June 2025 prepared by the Issuer in relation to, among other things, the Consent Solicitation;

"Eligible Noteholder" means each Noteholder who is: (i) located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) or a dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States; (ii) an eligible counterparty (as defined in the United Kingdom Financial Conduct Authority's Handbook Conduct of Business Sourcebook) or a professional client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client; and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

"Ineligible Noteholder" means a Noteholder who is not an Eligible Noteholder;

"Nationwide Programme" means Nationwide's U.S.$25,000,000,000 European Note Programme;

"New SNP Conditions" means the terms and conditions of the Nationwide Programme as set out in the trust deed in respect thereof dated 17 April 1991 as modified and restated from time to time, between, amongst others, Nationwide and The Law Debenture Trust Corporation p.l.c as trustee (as completed by the final terms in respect of the New March 2028 SNP Notes, as the same may be amended from time to time), as laid out in Annex III, Part B (New SNP Conditions and Final Terms - New March 2028 SNP Notes) to the notice of meetings dated 3 June 2025; and

"New SNP Final Terms" means the final terms in respect of the New March 2028 SNP Notes to be entered into by Nationwide as laid out in Annex III, Part B (New SNP Conditions and Final Terms - New March 2028 SNP Notes) to the notice of meetings dated 3 June 2025.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE €500,000,000 4.625 PER CENT. FIXED RATE RESET CALLABLE SENIOR NOTES DUE 2028 (ISIN: XS2585239200)

THAT this meeting of the holders (together, the "Noteholders") of the presently outstanding €500,000,000 4.625 per cent. Fixed Rate Reset Callable Senior Notes due 2028 (the "October 2028 Senior Notes") of Virgin Money UK PLC (the "Issuer"), issued with the benefit of a trust deed dated 28 November 2022 (the "Trust Deed") and made between the Issuer and (among others) Citicorp Trustee Company Limited as trustee (the "Trustee"):

1.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the exchange of all outstanding October 2028 Senior Notes for an equal aggregate principal amount of a series of new senior non-preferred notes to be issued by Nationwide Building Society ("Nationwide") under the Nationwide Programme, on the terms set out in the New SNP Final Terms and the New SNP Conditions (the "New October 2028 SNP Notes"), with the holders of such October 2028 Senior Notes becoming the holders of such New October 2028 SNP Notes in proportion to their holding of the October 2028 Senior Notes;

2.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the cancellation of such October 2028 Senior Notes;

3.        (subject to paragraphs 6 and 7 of this Extraordinary Resolution) agrees that on and from the issue date of the New October 2028 SNP Notes, all amounts owing by the Issuer under the October 2028 Senior Notes will be owing to the Noteholders by Nationwide under the New October 2028 SNP Notes;

4.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges and agrees that the October 2028 Senior Notes can immediately be cancelled and redeemed by the Issuer once the New October 2028 SNP Notes have been issued by Nationwide and accordingly approve the release and waiver of all rights, claims or entitlements against the Issuer in its capacity as issuer of the October 2028 Senior Notes, whether arising under the October 2028 Senior Notes Conditions, the October 2028 Senior Notes Final Terms or the Trust Deed and hereby dissolve the trust created by the Trust Deed and releases and discharges the Trustee from all obligations under or in connection with the Trust Deed;

5.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) consent to each of the Issuer and Nationwide entering into all documents necessary and directing the Trustee to take such steps as are necessary to give effect to the matters in paragraphs 1 to 4 of this Extraordinary Resolution;

6.          discharges and exonerates the Trustee from any and all liability for which it may have become or may become liable under the Trust Deed or otherwise in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, exchange referred to in this Extraordinary Resolution and any act or omission taken in connection with this Extraordinary Resolution or the implementation of exchange referred to herein;

7.          agrees and undertakes fully and effectively to indemnify and hold harmless the Trustee from and against all liability which may be suffered or incurred by the Trustee as a result of any claims, actions, demands or proceedings brought or established (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with this Extraordinary Resolution and the Trust Deed;

8.          waives irrevocably any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding) and will not seek to hold the Trustee liable for any such liabilities;

9.          confirms that the Noteholders have formed their own view in relation to the actions contemplated under the New SNP Conditions without any reliance on the Trustee;

10.      acknowledges that, if the Consent Solicitation is terminated by the Issuer prior to the date of this meeting in accordance with the terms of the Consent Solicitation Memorandum, even in the event that this Extraordinary Resolution is passed at this meeting, the amendments set out in paragraph 1 of this Extraordinary Resolution shall not be effective, as such amendments are conditional on the Consent Solicitation not having been terminated;

11.         declares that the implementation of this Extraordinary Resolution shall be conditional on:

 (a)         the passing of this Extraordinary Resolution; and

 (b)       the quorum required for, and the requisite majority of votes cast at, this meeting being satisfied by Eligible Noteholders, irrespective of any participation at this meeting by Ineligible Noteholders and further resolves that, in the event the Extraordinary Resolution is passed at this meeting but this condition is not satisfied, the Chairman of this meeting is hereby authorised, directed, requested and empowered to adjourn this meeting on the same basis (including quorum) as for an adjournment of this meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution (with the exception of resolution 11(b) of this Extraordinary Resolution) at the adjourned meeting, and in place of the foregoing provisions of resolution 11(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned meeting by Ineligible Noteholders; and

12.       acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"October 2028 Senior Notes Conditions" means the terms and conditions of the October 2028 Senior Notes;

"October 2028 Senior Notes Final Terms" means the final terms of the October 2028 Senior Notes dated 10 February 2023;

"Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 3 June 2025 prepared by the Issuer in relation to, among other things, the Consent Solicitation;

"Eligible Noteholder" means each Noteholder who is: (i) located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) or a dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States; (ii) an eligible counterparty (as defined in the United Kingdom Financial Conduct Authority's Handbook Conduct of Business Sourcebook) or a professional client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client; and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

"Ineligible Noteholder" means a Noteholder who is not an Eligible Noteholder;

"Nationwide Programme" means Nationwide's U.S.$25,000,000,000 European Note Programme;

"New SNP Conditions" means the terms and conditions of the Nationwide Programme as set out in the trust deed in respect thereof dated 17 April 1991 as modified and restated from time to time, between, amongst others, Nationwide and The Law Debenture Trust Corporation p.l.c as trustee (as completed by the final terms in respect of the New October 2028 SNP Notes, as the same may be amended from time to time), as laid out in Annex III, Part C (New SNP Conditions and Final Terms - New October 2028 SNP Notes) to the notice of meetings dated 3 June 2025;

"New SNP Final Terms" means the final terms in respect of the New October 2028 SNP Notes to be entered into by Nationwide as laid out in Annex III, Part C (New SNP Conditions and Final Terms - New October 2028 SNP Notes) to the notice of meetings dated 3 June 2025.

EXTRAORDINARY RESOLUTION
IN RESPECT OF THE £300,000,000 7.625 PER CENT. FIXED RATE RESET CALLABLE SENIOR NOTES DUE 2029 (ISIN: XS2667626233)

THAT this meeting of the holders (together, the "Noteholders") of the presently outstanding £300,000,000 7.625 per cent. Fixed Rate Reset Callable Senior Notes due 2029 (the "2029 Senior Notes") of Virgin Money UK PLC (the "Issuer"), issued with the benefit of a trust deed dated 28 November 2022 (the "Trust Deed") and made between the Issuer and (among others) Citicorp Trustee Company Limited as trustee (the "Trustee"):

1.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the exchange of all outstanding 2029 Senior Notes for an equal aggregate principal amount of a series of new senior non-preferred notes to be issued by Nationwide Building Society ("Nationwide") under the Nationwide Programme, on the terms set out in the New SNP Final Terms and the New SNP Conditions (the "New 2029 SNP Notes"), with the holders of such 2029 Senior Notes becoming the holders of such New 2029 SNP Notes in proportion to their holding of the 2029 Senior Notes;

2.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges, authorises and accepts the cancellation of such 2029 Senior Notes;

3.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) agrees that on and from the issue date of the New 2029 SNP Notes, all amounts owing by the Issuer under the 2029 Senior Notes will be owing to the Noteholders by Nationwide under the New 2029 SNP Notes;

4.          (subject to paragraphs 6 and 7 of this Extraordinary Resolution) acknowledges and agrees that the 2029 Senior Notes can immediately be cancelled and redeemed by the Issuer once the New 2029 SNP Notes have been issued by Nationwide and accordingly approve the release and waiver of all rights, claims or entitlements against the Issuer in its capacity as issuer of the 2029 Senior Notes, whether arising under the 2029 Senior Notes Conditions, the 2029 Senior Final Terms or the Trust Deed and hereby dissolve the trust created by the Trust Deed and releases and discharges the Trustee from all obligations under or in connection with the Trust Deed;

5.         (subject to paragraphs 6 and 7 of this Extraordinary Resolution) consent to each of the Issuer and Nationwide entering into all documents necessary and directing the Trustee to take such steps as are necessary to give effect to the matters in paragraphs 1 to 4 of this Extraordinary Resolution;

6.          discharges and exonerates the Trustee from any and all liability for which it may have become or may become liable under the Trust Deed or otherwise in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution or its implementation, exchange referred to in this Extraordinary Resolution and any act or omission taken in connection with this Extraordinary Resolution or the implementation of exchange referred to herein;

7.         agrees and undertakes fully and effectively to indemnify and hold harmless the Trustee from and against all liability which may be suffered or incurred by the Trustee as a result of any claims, actions, demands or proceedings brought or established (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee acting in accordance with this Extraordinary Resolution and the Trust Deed;

8.          waives irrevocably any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding) and will not seek to hold the Trustee liable for any such liabilities;

9.          confirms that the Noteholders have formed their own view in relation to the actions contemplated under the New SNP Conditions without any reliance on the Trustee;

10.      acknowledges that, if the Consent Solicitation is terminated by the Issuer prior to the date of this meeting in accordance with the terms of the Consent Solicitation Memorandum, even in the event that this Extraordinary Resolution is passed at this meeting, the amendments set out in paragraph 1 of this Extraordinary Resolution shall not be effective, as such amendments are conditional on the Consent Solicitation not having been terminated;

11.         declares that the implementation of this Extraordinary Resolution shall be conditional on:

 (a)        the passing of this Extraordinary Resolution; and

 (b)      the quorum required for, and the requisite majority of votes cast at, this meeting being satisfied by Eligible Noteholders, irrespective of any participation at this meeting by Ineligible Noteholders and further resolves that, in the event the Extraordinary Resolution is passed at this meeting but this condition is not satisfied, the Chairman of this meeting is hereby authorised, directed, requested and empowered to adjourn this meeting on the same basis (including quorum) as for an adjournment of this meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 11 of this Extraordinary Resolution (with the exception of resolution 11(b) of this Extraordinary Resolution) at the adjourned meeting, and in place of the foregoing provisions of resolution 11(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned meeting are satisfied by Eligible Noteholders irrespective of any participation at the adjourned meeting by Ineligible Noteholders; and

12.      acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"2029 Senior Notes Conditions" means the terms and conditions of the 2029 Senior Notes;

"2029 Senior Notes Final Terms" means the final terms of the 2029 Senior Notes dated 21 August 2023;

"Consent Solicitation" means the invitation by the Issuer to all Noteholders to consent to this Extraordinary Resolution;

"Consent Solicitation Memorandum" means the consent solicitation memorandum dated 3 June 2025 prepared by the Issuer in relation to, among other things, the Consent Solicitation;

"Eligible Noteholder" means each Noteholder who is: (i) located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) or a dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States; (ii) an eligible counterparty (as defined in the United Kingdom Financial Conduct Authority's Handbook Conduct of Business Sourcebook) or a professional client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client; and (iii) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation;

"Ineligible Noteholder" means a Noteholder who is not an Eligible Noteholder;

"Nationwide Programme" means Nationwide's U.S.$25,000,000,000 European Note Programme;

"New SNP Conditions" means the terms and conditions of the Nationwide Programme as set out in the trust deed in respect thereof dated 17 April 1991 as modified and restated from time to time, between, amongst others, Nationwide and The Law Debenture Trust Corporation p.l.c as trustee (as completed by the final terms in respect of the New 2029 SNP Notes, as the same may be amended from time to time), as laid out in Annex III, Part D (New SNP Conditions and Final Terms) to the notice of meetings dated 3 June 2025; and

"New SNP Final Terms" means the final terms in respect of the New 2029 SNP Notes to be entered into by Nationwide as laid out in Annex III, Part D (New SNP Conditions and Final Terms - New 2029 SNP Notes) to the notice of meetings dated 3 June 2025.

BACKGROUND and PROPOSALS

Background

On 21 March 2024, Nationwide announced that the board of directors of Nationwide and the board of directors of Virgin Money had agreed the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Virgin Money by Nationwide (the "Acquisition"), to be implemented by means of a scheme of arrangement between Virgin Money and its shareholders under Part 26 of the Companies Act (the "Scheme"). On 1 October 2024, Nationwide announced that the Scheme had become effective pursuant to its terms.

The Acquisition did not require any immediate changes to the capital structure of the Virgin Money Group or the Group as a whole. The PRA has confirmed that it intends to apply sub-consolidated prudential requirements to Virgin Money until 31 December 2028, which means that the outstanding externally-held own funds issued by Virgin Money will, subject to applicable deductions, be eligible to meet the consolidated capital requirements applicable to the Group until such date. The Bank of England has also confirmed that it intends to exercise its discretion to treat the outstanding externally-held eligible liabilities, additional tier 1 and tier 2 instruments issued by Virgin Money as eligible to meet the consolidated MREL requirements applicable to the Group until 31 December 2028.

Nationwide and Virgin Money intend to simplify and align their capital structures over time as part of broader integration planning.

Rationale

The purpose of the Consent Solicitations in respect of the Issuer's Existing Tier 2 Notes and Existing Senior Notes is to provide investors with an option to move from instruments issued by an intermediate holding company to instruments issued by Nationwide, whilst retaining the same key economic terms. Upon passing and implementation of the relevant Extraordinary Resolutions it is expected that the ratings of the Notes will align to the ratings assigned to Nationwide's outstanding tier 2 notes and senior non-preferred notes, respectively (i.e. the Existing Tier 2 Notes are expected to be upgraded 1-notch by Fitch Ratings Limited ("Fitch"), assigned a new S&P Global Ratings UK Limited ("S&P") rating 1-notch higher than that of the Issuer, and continue to be rated the same by Moody's Investors Service Limited ("Moody's"). The New SNP Notes are expected to be rated 1-notch higher than the Existing Senior Notes by each of Fitch and S&P and be rated the same as the Existing Senior Notes by Moody's).

Furthermore regardless of whether or not the Proposals are passed and implemented for any or all of the Notes, the Notes will continue to count towards the Group's consolidated MREL and, in the case of the Existing Tier 2 Notes, capital requirements, in the manner announced previously following the Acquisition.

The PRA has been informed of the Consent Solicitations. As at the date of this Notice, the PRA has not raised any objections to the Consent Solicitations.

Proposals

The purpose of each Consent Solicitation is to invite Eligible Noteholders to consider and, if thought fit, approve:

(i)   in respect of the Existing Tier 2 Notes, certain modifications to the Existing Tier 2 Conditions and the related documents of the Existing Tier 2 Notes and in particular, to provide that the Noteholders:

 (a)      acknowledge, authorise and accept the substitution of Nationwide in place of the Issuer in its capacity as issuer and principal debtor under the Existing Tier 2 Notes and agree to release and waive all rights, claims or entitlements against the Issuer in its capacity as former issuer and principal debtor under the Existing Tier 2 Notes (the "Substitution");

 (b)      direct the Trustee to enter into the Supplemental Trust Deed and the Supplemental Agency Agreement in respect of the Amended Tier 2 Notes; and

 (c)        acknowledge and accept any other consequential amendments to the Existing Tier 2 Conditions, the Tier 2 Trust Deed and Tier 2 Agency Agreement in relation to the Substitution; and

(ii)   in respect of each Series of the Existing Senior Notes, to provide that the relevant Noteholders:

 (a)      acknowledge, authorise and accept the exchange of all outstanding Existing Senior Notes of the relevant Series for an equal aggregate principal amount of a series of new senior non-preferred notes to be issued by Nationwide under the Nationwide Programme (each such series, the "New SNP Notes"), on the terms set out in the Final Terms in respect of each of the New SNP Notes and the New SNP Conditions, with the holders of such Existing Senior Notes becoming the holders of such New SNP Notes;

 (b)         acknowledge, authorise and accept the cancellation of such Series of Existing Senior Notes;

 (c)        agree that on and from the date of issue of the relevant series of New SNP Notes, all amounts owing by the Issuer under such Series of Existing Senior Notes will be owing to the Noteholders by Nationwide under the relevant series of New SNP Notes;

 (d)        acknowledge and agree, from the date of issue of the relevant Series of New SNP Notes, to release and waive all rights, claims or entitlements against the Issuer in its capacity as issuer of the relevant Series of Existing Senior Notes, whether arising under the Existing Senior Conditions in respect of such Series of Existing Senior Notes, the final terms in respect of the relevant Series of Existing Senior Notes or the relevant Trust Deed and to dissolve the trust created by the relevant Trust Deed and release and discharge the Trustee from all obligations under or in connection with the relevant Trust Deed; and

 (e)        consent to each of the Issuer and Nationwide entering into all documents necessary and directing the Trustee to take such steps as are necessary to give effect to the matters in (ii)(a) to (d) above,

(each a "Proposal" and, together, the "Proposals").

If these Proposals are approved by Noteholders:

(i)   in respect of the Existing Tier 2 Notes, the substitution of the Issuer's obligations in respect of the Existing Tier 2 Notes and the other proposed amendments to the Existing Tier 2 Conditions, Tier 2 Trust Deed and Tier 2 Agency Agreement will be made on the Implementation Date, being the date on which Nationwide will enter into the Supplemental Trust Deed and the Supplemental Agency Agreement to effectively assume the obligations of the Issuer under the Existing Tier 2 Notes (being, thereafter, the Amended Tier 2 Notes); and

(ii)  in respect of the Existing Senior Notes, the exchange of each relevant Series of the Existing Senior Notes for the relevant series of New SNP Notes will be effected on the Implementation Date, being the date on which the New SNP Notes will be delivered to the Noteholders of the relevant series and the related Existing Senior Notes will be marked-down or cancelled (along with the listing of such Existing Senior Notes).

For the avoidance of doubt, there is no inter-conditionality between the Extraordinary Resolutions in respect of any Series or any Proposal.

The following documents are annexed to this Notice: (i) a draft of the Amended and Restated Tier 2 Conditions showing the changes to be made (in "blackline" form) with respect to the Existing Tier 2 Notes; (ii) a draft of the Amended and Restated Final Terms showing the changes to be made (in "blackline" form) with respect to the Existing Tier 2 Notes; (iii) a copy of the New SNP Conditions; and (iv) draft copies of the Final Terms in respect of the New SNP Notes.

Documents Incorporated by Reference

This Notice should be read and construed in conjunction with the documents in (A) to (G) (inclusive) below, each of which is expressly incorporated by reference herein. Other than as set forth below, information on such website does not form part of this document and is not incorporated by reference herein. References herein to "this Notice" shall mean this document together with each document listed below:

(A)         the auditors' report and audited consolidated annual financial statements of the Issuer for the 18-month period ended 31 March 2025 contained on pages 106 to 186 (each inclusive) of the Issuer's Annual Report and Accounts (https://www.virginmoneyukplc.com/downloads/pdf/vmuk-ara-2025-signed.pdf);

(B)        (i) the preliminary consolidated financial statements of Nationwide (including the notes thereto, except for the final three sentences of the paragraph immediately preceding the sub-heading "Gain on acquisition" in Note 19 on page 105) for the period from 5 April 2024 to 31 March 2025 contained on pages 74 to 106 (each inclusive) of Nationwide's "Preliminary Results Announcement for the year ended 31 March 2025" published on 29 May 2025 (the "Preliminary Results Announcement"); and (ii) the section "Capital Structure" on page 17 of the Preliminary Results Announcement (https://www.nationwide.co.uk/-/assets/nationwidecouk/documents/about/how-we-are-run/results-and-accounts/2024-2025/2025-preliminary-results.pdf?rev=7176e95d2d2b43f6a04063a701fa0371);

(C)        the auditors' report and audited consolidated annual financial statements of Nationwide for the year ended 4 April 2024 (contained on pages 220 to 315 (inclusive) of Nationwide's 2024 Annual Report and Accounts) (https://www.nationwide.co.uk/-/assets/nationwidecouk/documents/about/how-we-are-run/results-andaccounts/2023-2024/annual-report-and-accounts-2024.pdf);

(D) the registration document of Nationwide dated 21 June 2024 (https://www.nationwide.co.uk/-/assets/nationwidecouk/documents/investor-relations/emtn-programme/2024/entm-registration-document-21-06-24.pdf) (the "2024 Registration Document");

(E)  the supplement dated 11 December 2024 to, inter alia, the 2024 Registration Document (https://www.nationwide.co.uk/-/assets/nationwidecouk/documents/investor-relations/emtn-programme/2024/prospectus-supplement-11-12-2024.pdf?rev=df84eb969a34419f96f3b694b9727d91&hash=E20D360586CCD94167D0137506C4664D);

(F)  the supplement dated 29 May 2025 to, inter alia, the 2024 Registration Document (https://www.nationwide.co.uk/-/assets/nationwidecouk/documents/investor-relations/emtn-programme/2025/emtn-supplement-29-05-25.pdf?rev=7b175058ce714131b255a037e3fa1091&hash=77A6E367EA1C396774126A71E8820FEC); and

(G)  the base prospectus in respect of the Nationwide Programme dated 1 August 2024 (https://www.nationwide.co.uk/-/assets/nationwidecouk/documents/investor-relations/emtn-programme/2024/emtn-prospectus-01-08-2024.pdf?rev=703ec22c2dbb47c896f4217e355aea86&hash=8F66FA49430818BF009123AFFD1D236B).

The document specified in (A) above is available on the Issuer's website (https://www.virginmoneyukplc.com/investor-relations/). Each of the documents specified in (B) to (G) (inclusive) above is available on Nationwide's website (https://www.nationwide.co.uk/investor-relations/).

In addition, the following documents (as applicable) are available for inspection and/or collection: (a) at any time during normal business hours on any weekday (Saturdays, Sundays and bank and other public holidays excepted) prior to and during the relevant Meetings, at the office of the Tabulation Agent at The News Building, 3 London Bridge Street, London SE1 9SG, United Kingdom; and (b) at the relevant Meetings and at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, United Kingdom for 15 minutes before the relevant Meeting:

(a)          the Consent Solicitation Memorandum (including any documents incorporated by reference therein);

(a)          this Notice;

(b)          each Trust Deed in respect of the Existing Tier 2 Notes and the Existing Senior Notes;

(c)          each Agency Agreement in respect of the Existing Tier 2 Notes and the Existing Senior Notes;

(d)          each Final Terms in respect of the Existing Tier 2 Notes and the Existing Senior Notes;

(e)         the current draft of the Supplemental Trust Deed (attaching the draft Amended and Restated Tier 2 Conditions and the draft Amended and Restated Final Terms) in respect of the Amended Tier 2 Notes;

(f)           the current draft of the Supplemental Agency Agreement in respect of the Amended Tier 2 Notes;

(g)          the current drafts of the Final Terms in respect of the New SNP Notes;

(h)          the Base Prospectus in respect of the Nationwide Programme dated 1 August 2024;

(i)        the Trust Deed in respect of the Nationwide Programme dated 17 April 1991 as modified and restated from time to time; and

(j)           the Agency Agreement in respect of the Nationwide Programme dated 20 October 2023.

Any revised version of the draft documents referred to above will also be made available as described above and marked to indicate changes to the relevant draft made available on the date of this Notice and will supersede the previous drafts of the relevant documents and Noteholders will therefore be deemed to have notice of any such changes. Such information shall be incorporated in, and form part of, this Notice, save that any statement contained in the information which is incorporated by reference herein shall be modified or superseded for the purpose of this Notice to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Notice.

Those parts of the documents specified above which are not specifically incorporated by reference in this Notice should not form part of this Notice and are either not relevant for Noteholders in relation to the Consent Solicitations or the relevant information is included elsewhere in this Notice.

CONSENT SOLICITATIONS - ELIGIBLE NOTEHOLDERS

The Consent Solicitations are only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to Eligible Noteholders.

Eligible Noteholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Noteholder will be required to provide confirmation as to his or her status as an Eligible Noteholder.

Pursuant to each Consent Solicitation, each Noteholder from whom a valid Electronic Voting Instruction (as defined in the Consent Solicitation Memorandum) is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive payment of an amount equal to 0.100 per cent. of the principal amount of the Notes of the relevant Series of such Notes that are the subject of the relevant Electronic Voting Instructions (the "Early Participation Fee"), all as more fully described in the Consent Solicitation Memorandum.

INELIGIBLE NOTEHOLDER PAYMENT

Ineligible Noteholder Payment

Any Noteholder who is not eligible to participate in the Consent Solicitations, on the basis that such Noteholder is: (i) located and resident outside the United States and is a U.S. person (as defined in Regulation S under the Securities Act) or a dealer or other professional fiduciary in the United States acting only on a discretionary basis for the benefit or account of non-U.S. persons located outside the United States; (ii) not an eligible counterparty (as defined in the United Kingdom Financial Conduct Authority's Handbook Conduct of Business Sourcebook) or a professional client (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also not an eligible counterparty or a professional client; and (iii) otherwise a person to whom the Consent Solicitation cannot lawfully be made and that may not lawfully participate in the Consent Solicitations (each an "Ineligible Noteholder") may be eligible, to the extent permitted by applicable laws and regulations, to receive an amount equivalent to the applicable Early Participation Fee (which is an amount equal to 0.100 per cent. of the principal amount of the Notes that are the subject of the relevant Ineligible Noteholder Instruction (as defined below)) (the "Ineligible Noteholder Payment").

To be eligible for the Ineligible Noteholder Payment, an Ineligible Noteholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Noteholder Instruction that is received by the Tabulation Agent by 4:00 p.m. (London time) on 16 June 2025 (the "Ineligible Instruction Deadline") and is not subsequently revoked.

Only an Ineligible Noteholder may submit Ineligible Noteholder Instructions and be eligible to receive the Ineligible Noteholder Payment. By delivering, or arranging for the delivery on its behalf, of an Ineligible Noteholder Instruction in accordance with the procedures described below, a Noteholder shall be deemed to agree, acknowledge and represent to the Issuer, Nationwide, the Trustee, the Principal Paying Agent, the Tabulation Agent and the Solicitation Agents that it is an Ineligible Noteholder. Eligibility for the Ineligible Noteholder Payment is subject in each case to the Extraordinary Resolutions being passed at the relevant Meeting (or any adjourned such Meeting) and implemented.

Where payable, Ineligible Noteholder Payments are expected to be paid by the Issuer to the relevant Ineligible Noteholder as soon as reasonably practicable following the passing of the relevant Extraordinary Resolution at the relevant Meeting or (if applicable) adjourned relevant Meeting and no later than the Implementation Date.

By submitting an Ineligible Noteholder Instruction by the Ineligible Instruction Deadline, an Ineligible Noteholder may either confirm only its status as an Ineligible Noteholder and waive its right to attend and vote (or be represented at) the relevant Meeting (which is all that is required for that Ineligible Noteholder to be eligible for the Ineligible Noteholder Payment) or appoint the Tabulation Agent as their proxy to attend the relevant Meeting (and any adjourned such Meeting) and will be deemed to represent that:

(a)          it is an Ineligible Noteholder;

(b)         it is not a person that is, or is directly or indirectly owned or controlled by a person that is, or is directly or indirectly owned or controlled by a Person that is, (A) described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the most current Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en) or (iv) the most current consolidated list of UK financial sanctions targets (which as of the date hereof can be found at: https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of-targets/consolidated-list-of-targets); or (B) that is otherwise the subject or target of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in any of the following lists (and not other lists): (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the "SSI List"), (ii) Annexes III, IV, V, VI, XII and XIII of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"), (iii)  Schedule 2 of the UK Sanctions (Russia) (EU Exit) Regulations 2019 (which as at the date hereof can be found at: https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/1063155/InvBan.pdf), or (iv) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes;

(c)         the Notes the subject of the Ineligible Noteholder Instruction are not held by the Issuer, any subsidiary of the Issuer or any person for the benefit of the Issuer or any subsidiary of the Issuer;

(d)       none of the Issuer, Nationwide, the Trustee, the Principal Paying Agent, the Solicitation Agents and the Tabulation Agent have given it any information with respect to the relevant Extraordinary Resolution save as expressly set out in this Notice nor has any of them expressed any opinion about the term of any Extraordinary Resolution or made any recommendation to it as to whether it should participate at the relevant Meeting or whether to vote in favour of or against (or how to vote in respect of) the relevant Extraordinary Resolution and it has made its own decision based on financial, tax or legal advice it has deemed necessary to seek and is assuming all the risks inherent in voting on the relevant Extraordinary Resolution; and

(e)     no information has been provided to it by the Issuer, Nationwide, the Trustee, the Principal Paying Agent, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, with regard to the tax consequences for Noteholders arising from the implementation of any Extraordinary Resolution or the receipt by it of the Ineligible Noteholder Payment (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its receipt of any Ineligible Noteholder Payment, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, Nationwide, the Trustee, the Principal Paying Agent, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments.

Submission of Ineligible Noteholder Instructions

The submission of Ineligible Noteholder Instructions will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg"), as applicable, of a valid instruction (an "Ineligible Noteholder Instruction") submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Noteholder Instruction must specify, among other things, the aggregate principal amount of the Notes to which such Ineligible Noteholder Instruction relates, and that the Ineligible Noteholder wishes to abstain from voting or instruct the Tabulation Agent to attend the relevant Meeting (and any adjourned such relevant Meeting) and to vote in favour of the relevant Extraordinary Resolution. The receipt of such Ineligible Noteholder Instruction by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the relevant Notes in the relevant Ineligible Noteholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to such Notes until the earlier of (i) the date on which the relevant Ineligible Noteholder Instruction is validly revoked (including their automatic revocation on the termination of the related Consent Solicitation) and (ii) the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting).

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Noteholder Instructions. Each beneficial owner of Notes who is an Ineligible Noteholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Notes who is an Ineligible Noteholder holds its Notes to submit an Ineligible Noteholder Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Noteholder in order for such Noteholder to submit an Ineligible Noteholder Instruction by the deadline specified above. The deadlines set by any such intermediary and each clearing system for the submission and revocation of Ineligible Noteholder Instructions will be earlier than the deadline specified above.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolutions at the Meetings or any meeting held following any adjournment of any Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the relevant Meeting or to take steps to be represented at the relevant Meeting (including by way of submitting Electronic Voting Instructions) as soon as possible.

VOTING AND QUORUM

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Electronic Voting Instruction in respect of the relevant Extraordinary Resolution by 10:00 a.m. (London time) on 23 June 2025 (the "Expiration Deadline"), by which they will have requested the appointment of the Tabulation Agent by the Principal Paying Agent as their proxy under a block voting instruction to vote in favour of or against (as specified in the relevant Electronic Voting Instruction) the relevant Extraordinary Resolution at the relevant Meeting (or any adjourned such Meeting) need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting). Noteholders are advised to read the Consent Solicitation Memorandum for details of the process when submitting Electronic Voting Instructions.

Noteholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) an Electronic Voting Instruction in respect of the relevant Extraordinary Resolution (and therefore do not qualify for an Early Participation Fee) should take note of the provisions set out below detailing how such Noteholders can attend or take steps to be represented at the relevant Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned such Meeting).

1.         Subject as set out below, the provisions governing the convening and holding of each Meeting are set out in schedule 4 to the Trust Deed in respect of the relevant Series of Notes; and in each case copies of which are available from the date of this Notice to the conclusion of the Meetings (or any adjourned Meetings) as referred to above. For the purposes of the Meetings, a "Noteholder" means a Direct Participant.

2.         Each Series of Notes is represented by a global certificate registered in the name of a nominee of a common depositary for Euroclear and/or Clearstream, Luxembourg. For the purposes of this Notice, a "Direct Participant" means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the relevant Notes.

3.          A Direct Participant or beneficial owner of Notes wishing to attend the relevant Meeting in person must produce at the relevant Meeting a valid voting certificate issued by the Tabulation Agent relating to the Notes in respect of which it wishes to vote in accordance with Schedule 4 of the relevant Trust Deed.

4.           A Direct Participant or beneficial owner of the Notes not wishing to attend and vote at the relevant Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of the Notes may arrange for the relevant Direct Participant on its behalf to) give a voting instruction (by giving voting and blocking instructions to Euroclear or Clearstream, Luxembourg (a "Euroclear/Clearstream Instruction") in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring the Issuer (or the Tabulation Agent on its behalf) to direct the Principal Paying Agent to include the votes attributable to its Notes in a block voting instruction issued by the Principal Paying Agent for the relevant Meeting or any adjourned such Meeting, in which case the Principal Paying Agent shall appoint the Tabulation Agent as proxy to attend and vote at such Meeting in accordance with such Direct Participant or beneficial owner's instructions.

A Direct Participant must request the relevant clearing system to block the relevant Notes in its account not later than 48 hours before the time appointed for holding the relevant Meeting in order to obtain voting certificates or give voting instructions in respect of such Meeting. In the case of Euroclear/Clearstream Instructions, such blocking instructions are part of the electronic instructions that must be given. Notes so blocked will not be released until the earlier of:

(a)          the conclusion of the relevant Meeting (or, if applicable, any adjourned such Meeting); and

(b)         

(i)        in respect of voting certificate(s), the surrender to the Tabulation Agent of such voting certificate(s) and notification by the Tabulation Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or

(ii)        in respect of block voting instructions, not less than 48 hours before the time for which the relevant Meeting (or, if applicable, any adjourned such Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the Tabulation Agent, in each case at least 48 hours before the time appointed for holding the relevant Meeting and such Notes ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Tabulation Agent to be held to its order or under its control.

5.        Noteholders should note that voting instructions (unless validly revoked) given and voting certificates obtained or block voting instructions issued in respect of a Meeting shall remain valid for any adjourned such Meeting.

6.       In respect of the Meeting convened for the Existing Tier 2 Notes, the quorum required to pass the Extraordinary Resolution is one or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing not less than a clear majority of the aggregate principal amount of the outstanding Existing Tier 2 Notes.

7.         In respect of the Meetings convened for the Existing Senior Notes, the quorum required to pass each Extraordinary Resolution is one or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing two-thirds of the aggregate principal amount of the relevant Series of outstanding Existing Senior Notes.

8.          If a quorum is not present within 15 minutes after the time appointed for the relevant Meeting, such Meeting will be adjourned for: not less than 14 clear days and not more than 42 clear days and in each case at a place appointed by the Chairman and the relevant Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Noteholders in accordance with the relevant Conditions and the relevant Trust Deed). At any adjourned Meeting in respect of the Meeting convened for the Existing Tier 2 Notes, one or more persons present and holding or representing a fraction of the aggregate principal amount of the outstanding Notes represented or held by the Voters actually present at the Meeting and, in respect of the Meetings convened for the Existing Senior Notes, one or more persons present and holding or representing not less than one-third of the aggregate principal amount outstanding of the Notes will form a quorum. The holding of any adjourned Meeting will be subject to the Issuer giving at least 10 days' notice (exclusive of the day on which the notice is given and of the day on which the Meeting is to be resumed) in accordance with the relevant Conditions and the relevant Trust Deed that such adjourned Meeting is to be held.

9.       The implementation of the relevant Extraordinary Resolution is conditional on the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Noteholders, irrespective of any participation at the Meeting by Ineligible Noteholders.

10.       Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is (before or at the time that the result is declared) demanded by the Chairman, the relevant Issuer, the Trustee or any person present holding a Note or a Voting Certificate or being a proxy (whatever the principal amount of the Notes so held or represented by him), a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

At each Meeting: (i) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote; and (ii) on a poll every person who is so present shall have one vote in respect of each £1 or €1 (as applicable) in principal amount of the outstanding Notes of the relevant Series so represented by the voting certificate or in respect of which that person is a proxy or representative.

11.        To be passed at the relevant Meeting, an Extraordinary Resolution requires a majority in favour consisting of at least 75 per cent. of the votes cast. If passed, an Extraordinary Resolution will be binding on all Noteholders of the relevant Series, whether or not present at the relevant Meeting and whether or not voting.

12.      The Issuer shall give notice of the passing of the Extraordinary Resolutions to Noteholders within 14 days of the conclusion of the Meeting but failure to do shall not invalidate the Extraordinary Resolutions.

This Notice is given by Virgin Money UK PLC. Noteholders should contact the following for further information:

The Solicitation Agents

J.P. Morgan Securities plc

25 Bank Street

London E14 5JP

United Kingdom

Telephone:           +44 (0) 20 7134 2468

Attention:             EMEA Liability Management Group

Email:                    liability_management_EMEA@jpmorgan.com

Lloyds Bank Corporate Markets plc

33 Old Broad Street

London EC2N 1HZ

United Kingdom

Telephone:           +44 (0) 20 7158 1726 / 1719

Attention:             Liability Management

Email:                    LBCMLiabilityManagement@lloydsbanking.com

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Telephone:           +44 (0) 20 7678 5222

Attention:             Liability Management

Email:                  NWMLiabilityManagement@natwestmarkets.com

The Solicitation Agents are not acting through a U.S. broker-dealer affiliate and, accordingly, will not discuss the Consent Solicitations or the contents of this Notice with any Noteholder who is unable to confirm it is not located or resident in the United States.

Tabulation Agent

Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone:        +44 (0) 20 7704 0880

Email:                virginmoney@is.kroll.com  

Attention:          Owen Morris / Scott Bowsell

Website:             https://deals.is.kroll.com/virginmoney-consent  

Dated: 3 June 2025