Virgin Money UK : Notice of Annual General Meeting 2022

For personal use only

Notice of Annual General Meeting 2022

To be held at 9.00am (GMT) on Thursday 17 February 2022

At the offices of: Addleshaw Goddard LLP, Milton Gate,

60 Chiswell Street, London

EC1Y 4AG

THIS DOCUMENT IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION

This Notice of Annual General Meeting, together with the enclosed Proxy Form or

CHESS Depositary Interests ('CDIs') Voting Instruction Form, contain important information about the Annual General Meeting and the resolutions on which shareholders and CDI holders are asked to vote and should be read in their entirety before deciding how to vote. The resolutions are set out on pages 3 to 6 and explanatory notes are provided on pages 7 to 14. All the resolutions are matters typically sought at an annual general meeting for

a UK public listed company and, in accordance with the UK Corporate Governance Code, all Directors will be seeking election or re-election at the Annual General Meeting.

If you are in any doubt as to any aspect of the proposals referred to in this document and the Proxy Form or CDI Voting Instruction Form, or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares or CDIs in Virgin Money UK PLC, please pass this document (but not the personalised Proxy Form or CDI Voting Instruction Form) to the purchaser or transferee, or to the stockbroker, bank or other agent through whom a sale or transfer was effected for transmission to the purchaser or transferee.

Virgin Money UK PLC

Registered number 09595911 (England and Wales) ARBN 609 948 281 (Australia)

Contents

only
	Chairman's letter		001
	N tice of Annual General Meeting		003
	Explanatory notes		007
use
	G neral information		015
	Voting information for holders of ordinary shares	016
	other than CDI holders
	Voting information for CDI holders		018
	Annual General Meeting location and schedule		019
personal
	Attendance at the Annual General Meeting		020
	Accessing the 2021 Annual Report and Accounts	Dividend payment
	A printed copy of the 2021 Annual Report and Accounts will only	As announced in the 2021 Annual Report and Accounts, the
	be sent to you if you have opted to receive a paper copy of that	Directors of the Company have recommended a final ordinary
Fordocument. Otherwise you may access the 2021 Annual Report	dividend (the 'Final Dividend') in respect of the year ended
	and Accounts by visiting the Company's website	30 September 2021 of 1p per ordinary share in the Company.
	www.virginmoneyukplc.com. If at any time you would like to	The payment of the Final Dividend is subject to approval by the
	change your preference on how you receive documents, please	Company's shareholders and CDI holders at the 2022 Annual
	contact our Registrar, Computershare, whose contact details are	General Meeting. Shareholders and CDI holders are encouraged
	set out on page 20. By choosing to receive communications	to check that they have elected to receive their dividend by
	electronically, by email and on our website, you will have access to	direct payment to a nominated bank account rather than
	Company information more quickly. In addition, reducing the need	by cheque. To review and/or update your dividend payment
	to print shareholder communications supports our commitment to	method please visit www.investorcentre.co.uk (shareholders) or
	managing our business' environmental impact and helps us grow	www.investorcentre.com (CDI holders) or contact the Company's
	our business in a sustainable way.	Registrar using the contact details on page 20.

Virgin Money UK PLC Notice of Annual General Meeting 2022

001

Chairman's letter

onlyusepersonalDear shareholder/CDI holder

The Annual General Meeting (the 'AGM' or 'Meeting') of Virgin Money UK PLC (the 'Company') will be held on Thursday 17 February 2022 at 09.00am (GMT)

at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG.

Although, as at the date of this Notice, the UK Government restrictions related to the COVID-19 pandemic do not prohibit a physical AGM taking place in England, in order to mitigate any COVID-19 transmission risks and to protect the health and safety of everyone, the Board strongly recommends that you do not attend in person and instead asks shareholders and CDI holders to view the proceedings via the live webcast, details of which are set out on page 20, to submit questions on the business of the AGM in advance of the Meeting and vote by completing a Proxy Form or CDI Voting Instruction Form, as explained in the 'Your questions' and 'Your vote' sections below. Please note that the live webcast is a view only service and does not allow shareholders or CDI holders to participate in the AGM electronically.

For

AGM venue arrangements

If you decide to attend the AGM in person, in the interests

of keeping everyone safe, you will be required to observe the safety and good hygiene measures in place including those that are legally required. These measures will include social distancing, which must be observed, all attendees will be required to wear a face covering at all times including during the Meeting (unless exempt), and hand sanitising stations will be available and must be used on entry to the AGM. Attendees will be asked to check-in at the AGM venue using the NHS COVID-19 app to help trace and stop the spread of COVID-19. Additionally, no refreshments will be provided either before or after the Meeting. Attendees will be required to comply with any additional health and safety measures imposed at the AGM venue, any further instructions from the Company and the UK Government guidance in force on the day of the AGM. Any shareholders or CDI holders who do not wish to comply with these important safety arrangements should not attend the Meeting and should instead view the proceedings of the AGM via the live webcast.

You should not attend the AGM if you have (or may have) COVID-19, if you (or anyone you live with) are suffering from COVID-19 symptoms even if those symptoms are mild, if you have come into close contact with someone who has tested positive for COVID-19 or if you are required to self-isolate in accordance with UK Government guidance for any reason. Anyone arriving at the AGM venue with COVID-19 symptoms will not be admitted.

The Board will continue to monitor the UK Government's COVID-19 guidance closely and may need to make adjustments to how the AGM is conducted. Should this be the case we will inform you as soon as we can. Shareholders and CDI holders are encouraged to monitor our website at www.virginmoneyukplc.com/investor-relations/shareholder-information/shareholder-meetings and Company announcements for any changes to the AGM arrangements.

Virgin Money UK PLC Notice of Annual General Meeting 2022

002	Chairman's letter continued

Your vote

The Board strongly encourages you to vote on all resolutions by completing and returning a Proxy Form or CDI Voting Instruction Form to the Company's Registrar, Computershare, either in hard copy or online. Details on how to do this are

onlyon pages 16 and 18. There are different voting procedures depending on whether you hold shares listed on the London Stock Exchange or CDIs quoted on the Australian Securities Exchange. Please read the voting instructions on pages 16 to 18 carefully to ensure you are aware of the arrangements affecting you and the key dates and times set out below.

I e courage you to appoint the Chairman of the Meeting as y ur proxy to ensure your vote is counted. However, you do have the option to appoint another person as your proxy by f ll wing the instructions set out on pages 16 and 18.

Your questions

usen mber with your question. We will consider all questions received from verified shareholders and CDI holders, and responses to frequently asked questions across key themes relevant to the business of the Meeting will be posted on our website prior to the last day for the receipt of Proxy Forms nd CDI Voting Instruction Forms as specified below.

The Board places great importance on understanding the issues of concern to you as shareholders and CDI holders, so this year shareholders and CDI holders are again invited to ask questions on the business of the AGM by e-mailing [e-mail]. Questions must be received by no later than 9.00am on 3 February 2022. Please take care to include your name and shareholder or CDI holder reference

Key dates and times

Your Proxy Form or CDI Voting Instruction Form (either

	o	line or on paper) needs to be lodged so that it reaches
	Computershare by the time and date specified below:
	Event	Date
	La t time/day for receipt	9.00am (GMT) on 15 February 2022
	of Proxy Forms(1)
	Last time/day for receipt	8.00pm (AEDT) on 15 February 2022
	of CDI Voting Instruction Forms(2)
	Annual General Meeting	9.00am (GMT) on 17 February 2022
(1)	Proxy Forms received after 9.00am (GMT) on 15 February 2022 will be disregarded.
(2)	CDI Voting Instruction Forms received after 8.00pm (AEDT) on 15 February 2022
personalwill be disregarded.

If you have any questions about your shareholding or CDI Forholding, you can contact our Registrar, Computershare.

Contact details are listed on page 20.

The results of voting on all the resolutions will be announced via the Regulatory News Service for the London Stock Exchange and the Australian Securities Exchange and published on the Company's website as soon as practicable after the AGM.

If a registered shareholder or CDI holder wishes to receive a post meeting confirmation of how their vote was applied at a poll then a request can be made to Computershare by emailing [e-mail], no later than 30 days following the date of the Meeting. In line with the requirements of the Companies Act 2006 the confirmation will be provided to the registered shareholder or CDI holder (as the case may be) no later than 15 days from the day following the announcement of the poll results or receipt of the request, whichever is the later. The confirmation will be provided to registered shareholders and CDI holders

in the manner stipulated by Computershare. Requests for confirmations must include the registered shareholder's or CDI holder's (as the case may be) name, address, shareholder or CDI holder reference number and confirm the name of the issuer and the date of the meeting they wish to receive a confirmation for.

Recommendation

The Board considers that all of the resolutions set out in the Notice are in the best interests of the Company and its shareholders and CDI holders as a whole. The Board intends to vote in favour of all resolutions in respect of their own beneficial holdings and unanimously recommends that you do so as well.

Yours faithfully

David Bennett

Chairman

7 January 2022

Registered office: Virgin Money UK PLC Jubilee House Gosforth Newcastle upon Tyne NE3 4PL

Registered in England and Wales No. 09595911

Virgin Money UK PLC Notice of Annual General Meeting 2022

003

Notice of Annual General Meeting

onlybe asked to consider and, if thought fit, pass the resolutions below. Resolutions 1 to 15 (inclusive), 18 and 22 will be proposed as ordinary resolutions. This means that for each

Notice is hereby given that the 2022 Annual General Meeting of Virgin Money UK PLC (the 'Company') will be held on Thursday 17 February 2022 at 9.00am (GMT) at the

ffices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG. Shareholders and CDI holders will

of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16, 17, 19, 20 and 21 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Annual Report and Accounts

1	To receive the reports of the Directors and auditors and
use	the audited financial statements of the Company for the
	year ended 30 September 2021.
Directors' Annual report on remuneration
2	To approve the Directors' annual report on remuneration
	set out on pages 116 to 141 (inclusive) (excluding the
	Directors' remuneration policy set out on pages 132 to
	141) of the Company's Annual Report and Accounts for
	the year ended 30 September 2021.
Dividend
3	To declare a final dividend of 1p per ordinary share in the
	Company in respect of the year ended 30 September
	2021 payable to shareholders on the register of members
	as at close of business in London on 11 February 2022 and
	to CDI holders on the register of CDI holders as at close of
	business in Melbourne on 11 February 2022.
Election and re-election of the Directors
4	To elect Clifford Abrahams as a Director of the Company.
5	To re-elect David Bennett as a Director of the Company.
6	To re-elect Paul Coby as a Director of the Company.
personal
7	To re-elect David Duffy as a Director of the Company.
8	To re-elect Geeta Gopalan as a Director of the Company.
9	To elect Elena Novokreshchenova as a Director of
	the Company.
10 To re-elect Darren Pope as a Director of the Company.
11	To re-elect Amy Stirling as a Director of the Company.
For

12 To re-elect Tim Wade as a Director of the Company.

Re-appointment of the auditors

13 To re-appoint Ernst & Young LLP as auditors of the Company from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

Remuneration of auditors

14 To authorise the Audit Committee for and on behalf of the Board to determine the remuneration of the auditors.

Directors' general authorities to allot shares

15 That, in addition to any power granted under resolution 18 and all other existing authorities to allot equity securities which remain in full force and effect, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the power of the Company to allot shares in the Company and/or to grant rights to subscribe for or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £48,050,474 (such amount to be reduced by the aggregate nominal amount of any shares allotted or grants made under paragraph (B) below in excess of such sum); and
2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £96,100,948 (such amount to be reduced by the aggregate nominal amount of any shares allotted or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to apply until the end of the next AGM of the Company (or, if earlier, until the close of business on 31 March 2023) (unless previously revoked or varied by the Company in a general meeting) but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer

or agreement as if the authority had not expired. References in this resolution 15 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Act) are to the nominal amount of shares that may be allotted pursuant to the rights.

Virgin Money UK PLC Notice of Annual General Meeting 2022