Rule 2.9 Announcement

VIRGIN MONEY HOLDINGS (UK) PLC (the "Company")

Rule 2.9 AnnounceMENT

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company advises that, as at close of business on 3 September 2018, the issued share capital of Virgin Money Holdings (UK) plc consisted of 446,067,336 ordinary shares of 0.01 pence per share, each with one vote, and 10,052,161 Deferred Shares of 0.1 pence per share, with no voting rights.

All 10,052,161 Deferred Shares are held in treasury. No ordinary shares are held in treasury.

The issued share capital of the Company has not changed since the publication of the circular dated 31 July 2018 issued in connection with the proposed scheme of arrangement under Part 26 of the Companies Act 2006 relating to the Company.

The ordinary shares are admitted to trading on the main market for listed securities of the London Stock Exchange plc with the International Securities Identification Number (ISIN) GB00BQ8P0644.

Katie Marshall

Company Secretary

4 September 2018