Concurrent Consent Solicitations & Exchange Offer

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today that it has commenced two concurrent consent solicitations (together, the "Consent Solicitations") from Eligible Holders (as defined below) of its (i) €500.0 million aggregate principal amount of 35/8% Senior Secured Notes due 2026 (of which €488.9 million is outstanding) (the "2026 Notes") and (ii) €250.0 million aggregate principal amount of 3¾% Senior Secured Notes due 2028 (the "2028 Notes" and, together with the 2026 Notes, the "Existing Notes"), as applicable, to the indenture dated March 5, 2021 governing the Existing Notes (the "Existing Indenture").

The Consent Solicitations and Exchange Offer (as defined below) are made as part of an overall refinancing transaction in connection with binding transaction support agreements (collectively, the "Transaction Support Agreements") with certain holders of the Existing Notes representing more than 90% of the outstanding principal amount of the 2026 Notes and more than 77% of the outstanding principal amount of both the 2026 Notes and 2028 Notes combined (the Transaction Support Agreements, the Consent Solicitations and the Exchange Offer collectively being the "Transactions").

Transaction Support Agreements

On July 23, 2025, the Company entered into Transaction Support Agreements with certain holders of the Existing Notes, pursuant to which the supporting holders have agreed, subject to the terms and conditions set forth therein, to (i) deliver consents in favor of the Majority Amendments, (ii) deliver consents in favor of the 90% Amendments and (iii) exchange all of their 2026 Notes (and in certain cases, their 2028 Notes) for New Notes at prices that have been negotiated in individual bilateral transactions (which differ from the terms set forth in the Exchange Offer).

Majority Consent Solicitation

The Company is soliciting consents (the "Majority Consent Solicitation") from Eligible Holders of its Existing Notes to certain proposed amendments to the Existing Notes and Existing Indenture and to the trustee of the Existing Indenture entering into the Subordination and Turnover Agreement (as defined below). The proposed amendments would (i) delete substantially all of the incurrence-based covenants from the Existing Indenture and (ii) allow for other conforming changes to the Existing Indenture to reflect the foregoing and the entry into the Subordination and Turnover Agreement (the "Majority Amendments"). As part of the Majority Consent Solicitation, Eligible Holders of the Existing Notes are being requested to consent to the the trustee under the Existing Indenture to enter into a subordination and turnover agreement (the "Subordination and Turnover Agreement") that will establish the relative rights and priorities of the holders of the New Notes (as defined below) and the Existing Notes with respect to right of payments and collateral enforcement proceeds, such that proceeds are effectively used to: first, satisfy obligations under the New Notes; second, to satisfy obligations under certain debt instruments that may be issued or entered into in the future, and third, to satisfy obligations pro rata under the Existing Notes.

The Company is seeking consent from Eligible Holders of both the 2026 Notes and the 2028 Notes in respect to the Majority Consent Solicitation and Majority Amendments.

The Majority Consent Solicitation will expire at 5:00 p.m. (London time), on July 30, 2025, unless extended, re-opened, amended or earlier terminated by the Company.

2026 Notes Consent Solicitation

Concurrently with the Majority Consent Solicitation, the Company is simultaneously solicitating consents from Eligible Holders of its 2026 Notes (the "2026 Notes Consent Solicitation") to approve certain proposed amendments, which require the consent of holders of at least 90% in aggregate principal amount of the 2026 Notes (the "90% Amendments"). The 90% Amendments, include among other things, (i) reducing the interest rate applicable to the 2026 Notes to cash interest of 1.00% per annum and (ii) extending the maturity date of the 2026 Notes to August 24, 2031. Should the 90% Amendments be adopted, the Existing Indenture and the 2026 Notes will be amended to this effect, and the updates will govern all participating and non-participating holders of the 2026 Notes.

In connection with the 2026 Notes Consent Solicitation, Eligible Holders who validly deliver consents and do not validly revoke them prior to the expiration of the 2026 Notes Consent Solicitation will also be given the opportunity to exchange their 2026 Notes at par (plus, subject to certain conditions, additional fees, as described below) for newly issued Senior Secured Notes due 2029 of the Company (the "New Notes"). The New Notes will:

• bear interest at a rate of 9.875% per annum, with the Company's option for the first twelve months being payment-in-kind of 8.875% and 1.000% cash interest;
• have a four-year term from the date of completion, maturing in 2029 with a springing maturity ahead of any outstanding 2028 Notes, and
• be secured by various collateral with a first-priority lien, provided that, to the extent any enforcement of collateral occurs, the New Notes will rank junior to the new super senior facilities but senior to all other debt secured on the collateral with respect to the distribution of such proceeds.

Key Dates for the Exchange Offer

Eligible Holders of 2026 Notes who validly deliver their consents and exchange instructions at or prior to 5:00 p.m., New York time, on August 6, 2025 and do not validly revoke them prior to the Early Tender Deadline (as defined below) will be eligible to receive a 75bpts early participating fee (the "Early Tender Consideration"). Eligible Holders will be eligible for an additional 25bpts consent fee (the "Transaction Fee") if their consent and exchange instruction is received prior to the Expiration Deadline. Both the Early Tender Consideration and the Transaction Fee will be payable in New Notes.

The 2026 Notes Consent Solicitation and Exchange Offer will expire at 5:00 p.m. (New York time), on August 20, 2025, unless extended, re-opened, amended or earlier terminated by the Company (the "Expiration Time"). Eligible Holders who validly tender (and do not validly withdraw) their 2026 Notes at or before 5:00 p.m. (New York time) on August 6, 2025 (the "Early Tender Deadline") will be eligible to receive the Early Tender Consideration.

The following is a summary of the key dates and deadlines, with all times expressed in New York time:

• Launch Date: July 24, 2025
• Early Tender Deadline: 5:00 p.m., August 6, 2025
• Withdrawal Deadline: 5:00 p.m., August 6, 2025
• Expiration Time: 5:00 p.m., August 20, 2025
• Final settlement: Expected within three business days after Expiration Time

The 2026 Notes Consent Solicitation and Exchange Offer is not being offered to holders of the 2028 Notes. The Company is not seeking consent from noteholders of 2028 Notes in connection with 2026 Notes Consent Solicitation and the Company is not offering to exchange any 2028 Notes in connection with this Exchange Offer.

Additional Information Regarding the Consent Solicitations and Exchange Offer

The Company reserves the right to terminate, withdraw, amend, or extend the Consent Solicitations and/or Exchange Offer at any time and for any reason, as described in the Consent Solicitation Statement (in respect to the Majority Consent Solicitation) and/or the Consent Solicitation and Exchange Offer Memorandum (in respect to the 2026 Notes Consent Solicitation and Exchange Offer), as applicable.

The Company has retained Kroll Issuer Services Limited in their roles as tabulation and information agent (the "Information and Tabulation Agent") and the exchange and tabulation agent (the "Exchange and Tabulation Agent") in connection with the Transactions. Copies of the (i) Consent Solicitation Statement for Eligible Holders of the Existing Notes and (ii) Consent Solicitation and Exchange Offer Memorandum for Eligible Holders of the 2026 Notes, may be obtained from Kroll Issuer Services Limited at https://deals.is.kroll.com/victoria.

Eligible Holders are urged to review the Consent Solicitation Statement and/or Consent Solicitation and Exchange Offer Memorandum, as applicable, for the detailed terms of the Transactions.

Resignation and Appointment of Trustee and Agents

On July 23, 2025, Deutsche Trustee Company Limited as trustee under the Existing Indenture delivered its notice of resignation to the Company, and effective on the same date, the Company has appointed GLAS Trust Company LLC as trustee under the Existing Notes. On July 23, 2025, the current paying agent, registrar and transfer agent under the Existing Indenture also delivered notices of resignation to the Company. Following the expiration of a required 30-day notice period under the Existing Indenture, GLAS Trust Company LLC will also assume the paying agent, registrar and transfer agent roles under the Existing Indenture.

On July 23, 2025, National Westminster Bank PLC as security agent under the Existing Indenture also delivered a notice of resignation to the Company. Following the expiration of a required 30-day notice period under the existing intercreditor agreement, GLAS Trust Corporation LLC will assume the security agent role under the Existing Indenture.

Further announcements will be made as appropriate.