Exercise of over allotment option

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

12 December 2014

Virgin Money Holdings (UK) plc

Exercise of Over-allotment Option

Virgin Money Holdings (UK) plc ("Virgin Money") today confirms that, in connection with its initial public offering of ordinary shares (the "Offer"), Merrill Lynch International, as stabilising manager, has exercised the over-allotment option granted by Virgin Financial Investments Limited, WLR IV VM LLC, WLR IV VM II LLC and Stanhope Investments (the "Over-allotment Shareholders") in respect of 1,361,517 ordinary shares in Virgin Money (the "Over-allotment Shares") at the offer price of 283 pence per Over-allotment Share.

Including the exercise of the over-allotment option, the total size of the Offer was 111,761,831 ordinary shares, in total representing 25.3 per cent. of the 441,600,856 ordinary shares of the Company currently in issue.

Enquiries:

Virgin Money Press Office

Brian Giles / Scott Mowbray / Simon Hall

0191 279 4676 or [email protected]

FTI Consulting

John Waples / Laura Ewart

07717 814520 / 020 3727 1160

[email protected] / [email protected]

Virgin Money Investor Relations

Adam Key

020 7111 1311 or [email protected]

Stabilising Manager, Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner

Merrill Lynch International

020 7174 4000

Diego De Giorgi / Arif Vohra

James Fleming / Daniel Ohana

Joint Sponsor, Joint Global Co-ordinator and Joint Bookrunner

Goldman Sachs International

020 7774 1000

Anthony Gutman / Phil Shelley

John Brennan / James Kelly

Joint Bookrunners

Barclays Bank PLC Citigroup Global Markets Limited

020 7623 2323 020 7986 4000

Ben Davey / Chris Madderson John Sandhu / Alex Carter

Joint Lead Manager

Keefe, Bruyette & Woods, a Stifel Company

020 7663 5400

Charles Lucas / Gareth Hunt

Disclaimer

Important notice

The information contained in this announcement is for information purposes only and does not constitute or form part of any offer to sell or issue, or any solicitation of any offer to purchase, underwrite, subscribe for or otherwise acquire or dispose of any securities of Virgin Money.

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South Africa or Japanese securities laws. The Offer and the distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. Other persons should not rely or act upon this announcement or any of its contents.

Merrill Lynch International (the "Stabilising Manager") is authorised and regulated by the FCA in the United Kingdom and the Prudential Regulatory Authority (the "PRA"). The Stabilising Manager is acting exclusively for Virgin Money and no-one else in connection with the Offer. It will not regard any other person as its clients in relation to the Offer and will not be responsible to anyone other than Virgin Money for providing the protections afforded to its respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.