Final Results of Majority Consent Solicitation

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today the final results of the majority consent solicitation (the "Majority Consent Solicitation") from holders of the Existing Notes (as defined below), upon the terms and subject to the conditions set forth in the consent solicitation statement, dated July 24, 2025 (the "Consent Solicitation Statement") to certain proposed amendments (the "Majority Amendments") to the indenture dated March 5, 2021 (the "Existing Indenture") relating to the (i) €500.0 million aggregate principal amount of 3⅝% 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"). Adoption of the Majority Amendments to the Existing Notes required the consent of the holders of at least a majority in aggregate principal amount of the outstanding Existing Notes, voting together as a single class, which was obtained on July 30, 2025. The Company has received valid and unrevoked consents representing approximately 78% of the outstanding principal amount of the Existing Notes.

As a result, the Company, the Guarantors and GLAS Trust Company LLC as trustee (the "Trustee") under the Existing Indenture will execute a supplemental indenture (the "Supplemental Indenture"), which implements the Majority Amendments. The Majority Amendments, among other things, will amend the Existing Indenture to (i) remove substantially all of the incurrence-based covenants and the merger covenant from the Existing Indenture, (ii) remove the events of default relating to cross-acceleration or cross-payment defaults or judgment defaults from the Existing Indenture, (iii) consent to the Company instructing the Trustee to enter into, and the Security Agent to acknowledge such entry into, the Subordination and Turnover Agreement and (iv) make other conforming changes to the Existing Indenture to reflect the foregoing. Eligible Holders can no longer revoke validly delivered consents as the Withdrawal Deadline and the Exipiration Time have passed.

The Majority Amendments will only become operative upon the satisfaction of certain conditions. All present and future noteholders of Existing Notes will be bound by the Supplemental Indenture, whether or not such noteholder delivered a consent or participated in the Majority Consent Solicitation.

The Majority Consent Solicitation terminated at 5:00 p.m. London time on July 30, 2025 pursuant to the terms set forth in the Consent Solicitation Statement.

Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation Statement.