IPOA Social Capital Hedosophia Holdings Corp

Organizational Documents Proposals

The shareholders approved by special resolution the following material differences between SCH’s Amended and Restated Memorandum and Articles of Association (as amended by a special resolution of shareholders passed on September 9, 2019), and as may be further amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Social Capital Hedosophia Holdings Corp. (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Virgin Galactic Holdings, Inc.” in connection with the Business Combination:

Approval of Organizational Documents Proposal A

The shareholders approved the change in the authorized capital stock of SCH from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share, to 700,000,000 shares of common stock, par value $0.0001 per share, of VGH, Inc. (the “VGH, Inc. common stock”) and 10,000,000 shares of preferred stock, par value $0.0001 per share, of VGH, Inc. (the “VGH, Inc. preferred stock”) (“Organizational Documents Proposal A”). The results of the shareholders vote with respect to Organizational Documents Proposal A were as follows:

Approval of Organizational Documents Proposal B

The shareholders approved that the board of directors of SCH be authorized to use any or all shares of VGH, Inc. preferred stock in one or more series, with such terms and conditions as may be expressly determined by the board of directors of SCH and as may be permitted by the DGCL (“Organizational Documents Proposal B”). The results of the shareholders vote with respect to Organizational Documents Proposal B were as follows:

Approval of Organizational Documents Proposal C

The shareholders approved that certain provisions of the certificate of incorporation of VGH, Inc. will be subject to the Stockholders’ Agreement and certain provisions of the bylaws of VGH, Inc. will be subject to the Stockholders’ Agreement and the Registration Rights Agreement (“Organizational Documents Proposal C”). The results of the shareholders vote with respect to Organizational Documents Proposal C were as follows:

Approval of Organizational Documents Proposal D

The shareholders approved all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including (i) changing the corporate name from “Social Capital Hedosophia Holdings Corp.” to “Virgin Galactic Holdings, Inc.,” (ii) making VGH, Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iv) granting an explicit waiver regarding corporate opportunities to certain “exempted persons” (including Vieco US and Mr. Palihapitiya and their respective affiliates and representatives) and (v) removing certain provisions related to SCH’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination (“Organizational Documents Proposal D”). The results of the shareholders vote with respect to Organizational Documents Proposal D were as follows:

Approval of the Director Election Proposal

The shareholders approved by ordinary resolution, the election of George Whitesides, Chamath Palihapitiya, Wanda Austin, Adam Bain, Craig Kreeger, Evan Lovell, George Mattson and James Ryans, who, upon consummation of the Business Combination, will be the directors of VGH, Inc. (the “Director Election Proposal”).

The results of the shareholders vote with respect to the election of George Whitesides were as follows:

The results of the shareholders vote with respect to the election of Chamath Palihapitiya were as follows:

The results of the shareholders vote with respect to the election of Wanda Austin were as follows:

The results of the shareholders vote with respect to the election of Adam Bain were as follows:

The results of the shareholders vote with respect to the election of Craig Kreeger were as follows:

The results of the shareholders vote with respect to the election of Evan Lovell were as follows:

The results of the shareholders vote with respect to the election of George Mattson were as follows:

The results of the shareholders vote with respect to the election of James Ryans were as follows:

Approval of the Stock Issuance Proposal

The shareholders approved by ordinary resolution, for the purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange’s Listed Company Manual, the issuance of shares of VGH, Inc. common stock to (y) Vieco US pursuant to the Merger Agreement and (z) Chamath Palihapitiya, SCH’s Chief Executive Officer and Chairman of its board of directors, and Vieco US, in each case, if applicable, pursuant to the Purchase Agreement, dated July 9, 2019, as supplemented by the Assignment, Consent and Waiver Agreement, dated October 2, 2019, by and among SCH, V10, Vieco US and Mr. Palihapitiya (the “Stock Issuance Proposal”). The results of the shareholders vote with respect to the Stock Issuance Proposal were as follows:

Approval of the Repurchase Proposal

The shareholders approved by ordinary resolution, the repurchase, at Vieco US’s election, of up to 20,000,000 shares of VGH, Inc. common stock from Vieco US at a price of $10.00 per share with cash in an aggregate amount equal to the lesser of $200.0 million and the amount (if any) by which the Available Cash (as defined in the Merger Agreement) exceeds $500.0 million at the Closing (the “Repurchase Proposal”). The results of the shareholders vote with respect to the Repurchase Proposal were as follows:

Approval of the Adjournment Proposal

The shareholders approved the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The results of the shareholders vote with respect to the Adjournment Proposal were as follows:

Though not guaranteed, SCH expects to close the Business Combination on October 25, 2019, subject to customary closing conditions, and for the VGH, Inc. units, common stock and warrants to begin publicly trading on the New York Stock Exchange under the new symbols SPCE.U, SPCE and SPCE WS, respectively on October 28, 2019.