Refinancing of 2026 Senior Secured Notes

Victoria PLC, (LSE: VCP) the international designer, manufacturer, and distributor of innovative flooring, is pleased to announce that it has agreed private exchange transactions (the "Transaction") with more than 90% of its outstanding €489m 3.625 percent senior secured notes due 2026 (the "2026 SSNs") that extends maturity until August 2029 on attractive terms. This transaction follows the recent refinancing announcement of its Super Senior Revolving Credit Facility (collectively the "Refinancing").

The Refinancing is an important milestone for the Company and all its stakeholders. It:

• Provides additional liquidity, which will increase operational flexibility to accelerate self-help cost savings
• Maximises near-term cash flow to invest in growth and margin improvement initiatives
• Delivers a strong, long-term solution to the Company's capital structure, providing confidence for all partners and external stakeholders
• Does not dilute equity holders

Transaction Overview

When completed, the Transaction is expected to exchange the Company's existing 2026 SSNs into new 9.875% First Priority Senior Secured Notes due 2029 (the '1PNs').

Concurrently, the Company intends to launch a series of public consent solicitations and a public exchange whereby all eligible holders of outstanding 2026 SSNs will be offered the opportunity to exchange into 1PNs at par plus fees (payable as new 1PNs). Remaining 2026 SSNs (if any) will have their maturity extended to 2031, pending the outcome of consent solicitations. If implemented, this will result in the full 2026 SSN maturity being extended by no less than four years.

The public consent solicitations and the public exchange will be launched as soon as practicable to implement the Transaction and will be open for 20 US business days. Consummation of the Transaction is conditioned on, among other things, the successful completion of the public consent solicitations and the closing of the public exchange offer.

Transaction Support Agreements

The Company has entered into binding Transaction Support Agreements ("TSA") with noteholders representing over 90% of its 2026 SSNs (the 'Consenting 2026 SSNs Holders'), and more than 50% of total senior secured notes outstanding (including for these purposes, both the 2026 SSNs and the €250m 3.75 percent senior secured notes due 2028).

The TSA commits the Consenting 2026 SSNs Holders on customary terms to support the Transaction and to take actions to support, facilitate, implement, consummate or otherwise give effect to all or any part of the Transaction as described in the Transaction Overview section above.

In addition, Consenting 2026 SSNs Holders have negotiated individual exchange prices for the 1PNs, as set out in each individual TSA and subject to the terms thereunder, and the Company will effect these agreements via a series of private exchanges upon closing of the public exchange offer.

The strong level of commitment by Consenting 2026 SSNs Holders prior to launch demonstrates continued confidence in Victoria's credit and outlook.

Geoff Wilding, Executive Chairman, said:

"The refinancing is a great outcome for Victoria, its shareholders and broader stakeholders. At a time of volatility in capital markets, we have secured long-term support from bondholders and a new super senior credit facility provider to improve the Company's debt profile on attractive terms. This positions Victoria for long-term success, strengthens our liquidity, and gives us both the time and flexibility to execute our targeted cost-saving initiatives and strategic growth plans.

Alec Pratt, CFO, commented:

"We are pleased with the strong support we've received from our noteholders, which underscores their confidence in the Company's future. The Refinancing provides additional liquidity and flexibility for the Company to drive its self-help initiatives."

The person responsible for arranging the release of this announcement

on behalf of the Company is Alec Pratt, Chief Financial Officer