Holding(s) in Company

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ii

Virgin Money Holdings UK PLC

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to the notification obligation: iii

Bank of America Corporation

4. Full name of shareholder(s)

(if different from 3.):iv

Merrill Lynch International

5. Date of the transaction and date on

which the threshold is crossed or reached: v

14th November 2014

6. Date on which issuer notified:

18th November 2014

7. Threshold(s) that is/are crossed or reached: vi, vii

Above 5%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type of

shares

if possible using the ISIN CODE

Situation previous

to the triggering

transaction

Resulting situation after the triggering transaction

Number

of

Shares

Number

of

Voting Rights

Number

of shares

Number of voting

rights

% of voting rights x

Direct

Direct xi

Indirect

xii

Direct

Indirect

GB00BQ8P0644

Below notifiable threshold

Below notifiable threshold

11,778,995

11,778,995

0

2.667%

0

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/ Conversion Period xiv

Number of voting rights that may be

acquired if the instrument is exercised/ converted.

% of voting rights

Call Option

12/12/2014

Until 12/12/2014

11,040,031

2.5%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

xv, xvi

Resulting situation after the triggering transaction

Type of financial

instrument

Exercise

price

Expiration

date xvii

Exercise/

Conversion period xviii

Number of voting rights

instrument refers to

% of voting rights xi x,

xx

N/A

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

22,819,026

5.167%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable xxi

Merrill Lynch International  -  22,819,026  -  5.167%

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease to hold:

12. Date on which proxy holder will cease to hold voting rights:

13. Additional information:

The call option included in section 8B of the form is part of the arrangements for stabilisation in relation to the initial public offering.

14. Contact name:

Stacy Otieno

15. Contact telephone number:

0207 995 1335