Virgin Money UK : Special Resolution and Articles of Association

Company No. 9595911

INCORPORATED UNDER THE COMPANIES ACT 2006

THE COMPANIES ACT 2006

PULIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

VIRGIN MONEY UK PLC

PART 1 INTERPRETATION, LIMITATION OF LIABILITY AND GOVERNING
	LAW	1
1.	Defined Terms	1
2.	Model Articles Or Regulations Not To Apply	6
3.	Liability of Members	7
4.	Shares and CDIs subject to English Law and Resolution Powers	7
PART 2 DIRECTORS	8
DIRECTORS' POWERS AND RESPONSIBILITIES	8
5.	Directors' General Authority	8
6.	Registers	9
7.	Borrowing Powers	9
8.	Members' Reserve Power	9
9.	Directors May Delegate	9
10.	Committees	10
DECISION-MAKINGBY DIRECTORS	10
11.	Directors to take decisions Collectively	10
12.	Calling A Directors' Meeting	10
13.	Participation In Directors' Meetings	11
14.	Quorum For Directors' Meetings	11
15.	Meetings Where Total Number of Directors less than Quorum	12
16.	Chairing Directors' Meetings	12
17.	Voting at Directors' Meetings: General Rules	12
18.	Chairman's Casting Vote at Directors' Meetings	12
19.	Alternates Voting At Directors' Meetings	13
DIRECTORS' INTERESTS	13
20.	Directors' Interests other than in relation to Transactions or Arrangements with The
	Company	13
21.	Confidential Information and Attendance at Directors' Meetings	13
22.	Declaration of Interests in Proposed or Existing Transactions or Arrangements with The
	Company	14
23.	Ability to enter into transactions and Arrangements with the Company notwithstanding
	Interest	15
24.	Remuneration and Benefits	15
25.	General Voting and Quorum Requirements	16
26.	Proposing Directors' Written Resolutions	17
27.	Adoption of Directors' Written Resolutions	18
28.	Directors' Discretion to Make Further Rules	18
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APPOINTMENT OF DIRECTORS	18
29.	Number of Directors	18
30.	Methods of Appointing Directors	18
31.	Retirement of Directors By Rotation	20
32.	Termination of Director's Appointment	21
33.	Directors' Fees	22
34.	Directors' Additional Remuneration	23
35.	Directors' Pensions and Other Benefits	23
36.	Remuneration of Alternate Directors	24
37.	Remuneration of Executive Directors	24
38.	Directors' Expenses	24
ALTERNATE DIRECTORS	25
39.	Appointment and Removal of Alternates	25
40.	Rights and Responsibilities of Alternate Directors	25
41.	Termination of Alternate Directorship	26
PART 3 DECISION-MAKING BY MEMBERS ORGANISATION OF GENERAL
	MEETINGS	26
42.	Annual General Meetings	26
43.	Calling General Meetings	26
44.	Notice of General Meetings	27
45.	Attendance and speaking at General Meetings	28
46.	Meeting Security	28
47.	Quorum for General Meetings	29
48.	Chairing General Meetings	29
49.	Conduct of Meeting	30
50.	Attendance and Speaking by Directors and Non-Members	30
51.	Dissolution and Adjournment if Quorum not Present	31
52.	Adjournment If Quorum Present	31
53.	Notice of Adjourned Meeting	32
54.	Business at Adjourned Meeting	32
VOTING AT GENERAL MEETINGS	32
55.	Voting: General	32
56.	Chairman's Declaration	34
57.	Errors and Disputes	34
58.	Demanding A Poll	34
59.	Procedure on a Poll	35
60.	Appointment of Proxy	35

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61.	Content of Proxy Notices	36
62.	Delivery of Proxy Notices	37
63.	Corporate Representatives	38
64.	Termination of Authority	38
65.	Votes of CDI Holders	38
66.	Amendments to Resolutions	40
RESTRICTIONS ON MEMBERS' RIGHTS	40
67.	No Voting of Shares on which Money owed to Company	40
APPLICATION OF RULES TO CLASS MEETINGS AND RIGHTS	40
68.	Variation of Class Rights	40
69.	Failure to Disclose Interests in Shares	41
PART 4 SHARES AND DISTRIBUTIONS ISSUE OF SHARES	43
70.	Allotment	43
71.	Powers to Issue Different Classes of Share	43
72.	Rights and Restrictions Attaching to Shares	43
73.	Payment of Commissions on Subscription for Shares	44
74.	CDIS	44
INTERESTS IN SHARES	44
75.	Company not bound by less than absolute Interests	44
SHARE CERTIFICATES	44
76.	Certificates to be Issued Except in Certain Cases	44
77.	Contents and Execution of Certificates	45
78.	Consolidated Certificates	45
79.	Replacement Certificates	46
SHARES NOT HELD IN CERTIFICATED FORM	46
80.	Uncertificated Shares	46
PARTLY PAID SHARES	48
81.	Company's Lien Over Partly Paid Shares	48
82.	Enforcement of the Company's Lien	48
83.	Call Notices	50
84.	Liability to Pay Calls	50
85.	When Call Notice need not be Issued	51
86.	Failure to Comply with Call Notice: Automatic Consequences	51
87.	Payment of Uncalled Amount in Advance	51
88.	Notice of Intended Forfeiture	52
89.	Directors' Power to Forfeit Shares	52
90.	Effect of Forfeiture	52

iii

91.	Procedure Following Forfeiture	53
92.	Surrender of Shares	54
UNTRACED SHAREHOLDERS	54
93.	Power of Sale	54
94.	Application of Proceeds of Sale	55
TRANSFERS AND TRANSMISSION OF SHARES	55
95.	Transfers of Shares	55
96.	Transfers of Uncertificated Shares	56
97.	Sale of Small Holdings	57
98.	Transmission of Shares	59
99.	Transmittees' Rights	59
100.	Exercise of Transmittees' Rights	60
101.	Transmittees Bound by Prior Notices	60
CONSOLIDATION/DIVISION OF SHARES	60
102.	Procedure for Disposing of Fractions of Shares	60
DISTRIBUTIONS	61
103.	Procedure for Declaring Dividends	61
104.	Calculation of Dividends	62
105.	Payment of Dividends and Other Distributions	63
106.	Deductions from Distributions in Respect of Sums Owed to The Company	64
107.	No Interest on Distributions	65
108.	Unclaimed Distributions	65
109.	Non-Cash Distributions	66
110.	Waiver of Distributions	66
111.	Scrip Dividends	66
CAPITALISATION OF PROFITS AND RESERVES	68
112.	Authority to Capitalise and Appropriation of Capitalised Sums	68
113.	Record Dates	69
114.	Currency	69
115.	Restricted Securities	70
PART 5 MISCELLANEOUS PROVISIONS	70
COMMUNICATIONS	70
116.	Means of Communication to be Used	70
117.	Loss of Entitlement to Notices	72
ADMINISTRATIVE ARRANGEMENTS	73
118.	Secretary	73
119.	Change of Name	73

iv

120.	Authentication of Documents	73
121.	Company Seals	74
122.	Records of Proceedings	74
123.	Destruction of Documents	75
124.	Accounts	76
125.	Provision for Employees on Cessation of Business	76
126.	Winding Up of the Company	77
DIRECTORS' INDEMNITY AND INSURANCE	77
127.	Indemnity of Officers and Funding Directors' Defence Costs	77
128.	Insurance	79
ASX STANDARD LISTING	79
129.	ASX Standard Listing	79
129A. SCHEME OF ARRANGEMENT	80

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