Result of Meeting

The distribution of this notice in certain jurisdictions may be restricted by law, and persons into whose possession this notice comes are required to inform themselves about, and to observe, any such restrictions. The notice is being made only outside the United States to persons other than "U.S. persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). Nothing in this notice constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in the United States or any other jurisdiction.

15 August 2019

CYBG PLC

(incorporated under the laws of England and Wales)

NOTICE

To the Holders of the Outstanding

£230,000,000 Fixed Rate Resettable Additional Tier 1 Securities (XS1516312409)

(the "AT1 Notes")

and

£350,000,000 3.375 per cent. Fixed Rate Reset Callable Senior Notes due 24 April 2026 (XS1813150247)

(the "MREL Notes")

(each a "Series" and together, the "Notes")
issued by Virgin Money Holdings (UK) plc

On 24 July 2019, Virgin Money Holdings (UK) plc (the "Issuer") announced invitations to eligible holders of its outstanding Notes to consider and, if thought fit, approve certain Proposals, being the substitution of the Issuer as principal debtor under each Series of Notes and certain other modifications of the terms and conditions (the "Conditions") of each Series, by way of extraordinary resolution of the holders of each such Series (each, an "Extraordinary Resolution"), all as further described in the consent solicitation memorandum dated 24 July 2019 (the "Consent Solicitation Memorandum"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

1.       AT1 NOTES

NOTICE IS HEREBY GIVEN to the holders of the AT1 Notes that, at the Meeting of such holders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 15 August 2019 at 10.00 a.m. (London time): (i) the quorum was reached; and (ii) the Extraordinary Resolution set out in the notice of meeting to Noteholders of the AT1 Notes dated 24 July 2019 previously notified to Noteholders in accordance with the terms of the Trust Deed for the AT1 Notes was duly passed. The relevant Consent Conditions were also satisfied.

The number of votes in respect of Notes held by Eligible Noteholders cast in favour of the Extraordinary Resolution was £190,515,000 (representing 84.9% of the total number of votes cast at the Meeting).

AT1 Notes Early Participation Fee and Ineligible Noteholder Payment

Each Eligible Noteholder of AT1 Notes from whom a valid Electronic Voting Instruction was received by the Tabulation Agent by the Expiration Deadline will receive the Early Participation Fee by no later than the Implementation Date (which is expected to be on or about 20 August 2019).

Each Noteholder of AT1 Notes from whom a valid Ineligible Noteholder Instruction was received by the Tabulation Agent by the Expiration Deadline will receive the Ineligible Noteholder Payment by no later than the Implementation Date (which is expected to be on or about 20 August 2019).

Amended and Restated Trust Deed

The Amended and Restated Trust Deed implementing the Proposals in respect of the AT1 Notes for which the Extraordinary Resolution was passed will be executed as soon as reasonably practicable on or around 20 August 2019. A further announcement will be made once such execution has taken place.

2.       MREL NOTES

NOTICE IS HEREBY GIVEN to the holders of the MREL Notes that, at the Meeting of such holders held at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ on 15 August 2019 at 10.10 a.m. (London time): (i) the quorum was reached; and (ii) the Extraordinary Resolution set out in the notice of meeting to Noteholders of the MREL Notes dated 24 July 2019 previously notified to Noteholders in accordance with the terms of the Trust Deed for the MREL Notes was duly passed. The relevant Consent Conditions were also satisfied.

The number of votes in respect of Notes held by Eligible Noteholders cast in favour of the Extraordinary Resolution was £337,499,000 (representing 100% of the total number of votes cast at the Meeting).

MREL Notes Early Participation Fee and Ineligible Noteholder Payment

Each Eligible Noteholder of MREL Notes from whom a valid Electronic Voting Instruction was received by the Tabulation Agent by the Expiration Deadline will receive the Early Participation Fee by no later than the Implementation Date (which is expected to be on or about 20 August 2019).

Each Noteholder of MREL Notes from whom a valid Ineligible Noteholder Instruction was received by the Tabulation Agent by the Expiration Deadline will receive the Ineligible Noteholder Payment by no later than the Implementation Date (which is expected to be on or about 20 August 2019).

Supplemental Trust Deed

The Supplemental Trust Deed implementing the Proposals in respect of the MREL Notes for which the Extraordinary Resolution was passed will be executed as soon as reasonably practicable on or around 20 August 2019. A further announcement will be made once such execution has taken place.

Further Information

Further details about the transaction can be obtained from:

Debt Investors

The Solicitation Agents

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

CYBG

Forward looking statements

The information in this document may include forward looking statements, which are based on assumptions, expectations, valuations, targets, estimates, forecasts and projections about future events. These can be identified by the use of words such as 'expects', 'aims', 'targets', 'seeks', 'anticipates', 'plans', 'intends', 'prospects', 'outlooks', 'projects', 'forecasts' 'believes', 'estimates', 'potential', 'possible', and similar words or phrases. These forward looking statements, as well as those included in any other material discussed at any presentation, are subject to risks, uncertainties and assumptions about the Group and its securities, investments, and the environment in which it operates, including, among other things, the development of its business and strategy, any acquisitions, combinations, disposals or other corporate activity undertaken by the Group (including but not limited to the integration of the business of the Issuer and its subsidiaries into the Group), trends in its operating industry, changes to customer behaviours and covenant, macroeconomic and/or geopolitical factors, changes to its  board and/ or employee  composition, exposures to terrorist activity, IT system failures, cyber-crime, fraud and pension scheme liabilities, changes to law and/or the policies and practices of the Bank of England, the Financial Conduct Authority and/or other regulatory and governmental bodies, inflation, deflation, interest rates, exchange rates, changes in the liquidity, capital, funding and/or asset position and/or credit ratings of the Group, future capital expenditures and acquisitions, the repercussions of the UK's referendum vote to leave the European Union (EU), the UK's exit from the EU (including any change to the UK's currency), Eurozone instability, and any referendum on Scottish independence.

In light of these risks, uncertainties and assumptions, the events in the forward looking statements may not occur. Forward looking statements involve inherent risks and uncertainties. Other events not taken into account may occur and may significantly affect the analysis of the forward looking statements. No member of the Group or their respective directors, officers, employees, agents, advisers or affiliates gives any assurance that any such projections or estimates will be realised or that actual returns or other results will not be materially lower than those set out in this document and/ or discussed at any presentation. All forward looking statements should be viewed as hypothetical. No representation or warranty is made that any forward looking statement will come to pass. No member of the Group or their respective directors, officers, employees, agents, advisers or affiliates undertakes any obligation to update or revise any such forward looking statement following the publication of this document nor accepts any responsibility, liability or duty of care whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, fullness, fairness, merchantability, accuracy, sufficiency or completeness of the information in this document.

The information, statements and opinions contained in this document do not constitute or form part of, and should not be construed as, any public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments. The distribution of this document in certain jurisdictions may be restricted by law. Recipients are required by the Group to inform themselves about and to observe any such restrictions. No liability to any person is accepted in relation to the distribution or possession of this document in any jurisdiction. The information, statements and opinions contained in this document and the materials used in and/ or discussed at, any presentation are subject to change. 

Certain figures contained in this document, including financial information, may have been subject to rounding adjustments and foreign exchange conversions. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.

None of the Issuer, CYBG, the Solicitation Agents, the Trustee, the Tabulation Agent, the Principal Paying Agent, the Registrar or any director, officer, employee, agent or affiliate of any such person is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to any Consent Solicitation or any Extraordinary Resolution. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this announcement. If any holder of Notes is in any doubt as to any action it should take in relation to the contents of this announcement, it is recommended to seek its own advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent adviser.

The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or Consent Solicitation Memorandum comes are required by each of the Issuer, CYBG, the Solicitation Agents, the Trustee, the Tabulation Agent, the Principal Paying Agent and the Registrar to inform themselves about, and to observe, any such restrictions.