Common use of BASES AND SOURCES Clause in Contracts

BASES AND SOURCES. In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used. 1. Virgin Money’s fully diluted equity value has been calculated on the basis of a fully diluted issued ordinary share capital of 1,321,821,274 Virgin Money Shares, calculated as: • 1,296,012,374 Virgin Money Shares in issue as at 20 March 2024 (being the Latest Practicable Date before this announcement); plus • 29,376,322 Virgin Money Shares which may be issued on or after the date of this announcement pursuant to Virgin Money Share Plans; less • 3,567,422 Virgin Money Shares as at the Latest Practicable Date, held by the employee benefit trusts operated by the Virgin Money Group that can be used to satisfy the exercise of options and vesting of awards granted under the Virgin Money Share Plans. 2. References to proportions of Virgin Money’s share capital in this announcement are with respect to the issued ordinary share capital as at the close of business on the Last Practicable Date. 3. The premium calculations to the price per Virgin Money Share used in this announcement have been calculated based on the total value of 220 ▇▇▇▇▇ per Virgin Money Share, and by reference to: • the Closing Price on 6 March 2024 (being the last Business Day before the commencement of the Offer Period) of 159.1 ▇▇▇▇▇ per Virgin Money Share; and • the three-month volume weighted average Closing Price of 157.5 ▇▇▇▇▇ per Virgin Money Share as at 6 March 2024. 4. A value of approximately £2.9 billion for the entire issued and to be issued share capital of Virgin Money is based on: • the total value of 220 ▇▇▇▇▇ per Virgin Money Share; and • Virgin Money’s fully diluted issued ordinary share capital of 1,321,821,274 Virgin Money Shares, as set out in paragraph 1 above. 5. Unless otherwise stated, the Closing Price of Virgin Money Shares has been sourced from the London Stock Exchange Daily Official List and the volumed weighted average Closing Price of Virgin Money Shares has been derived from Bloomberg. 6. Unless otherwise stated, balance sheet financial information relating to the Virgin Money Group has been extracted (without material adjustment) from the annual report and audited accounts of the Virgin Money Group for the 12 months ended 30 September 2023 and balance sheet financial information relating to Nationwide has been extracted (without material adjustment) from the unaudited consolidated financial statements of Nationwide for the 6 months ended 30 September 2023. 7. In paragraph 6 of this announcement, the implied multiple of 0.7x Virgin Money’s tangible book value as at 31 December 2023 is based on: • the total value of 220 ▇▇▇▇▇ per Virgin Money Share under the Acquisition; and • tangible net asset value ("TNAV") per Virgin Money Share of 337 ▇▇▇▇▇ as at 31 December 2023 (as set out in Virgin Money’s Q1 FY2024 trading update on 6 February 2024). 8. In paragraph 6 of this announcement, the median multiple of 0.5x Virgin Money’s tangible book value over the period from 15 October 2018 to 6 March 2024 is calculated as the median multiple over this period based on: • daily Closing Price per Virgin Money Share during this period, derived from FactSet; and • for each Business Day, the most recently reported TNAV per Virgin Money share as reported by Virgin Money in its quarterly, interim and annual financial results over the period. 9. The information regarding the estimated pro-forma capital, liquidity and leverage position of the Combined Group, as set out in paragraph 13 of this announcement, represents unaudited estimates prepared by Nationwide using relevant information relating to Nationwide and Virgin Money as at 30 September 2023, adjusted to reflect relevant estimated Acquisition-related costs, including the payment of the exit fee to Virgin Enterprises in respect of the termination of the TMLA and Nationwide management’s unaudited estimates of the position as at 30 September 2024, and Acquisition-related adjustments, including expected fair value and credit adjustments. These estimates have been prepared for illustrative purposes only and, by their nature, they do not necessarily represent the actual positions which will exist following Completion. 10. Certain figures included in this announcement have been subject to rounding adjustments.