Early Tender Results of 90% Consent Solicitation

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today the early tender results of the consent solicitation (the "90% Consent Solicitation") from Eligible Holders (as defined below) of the 2026 Notes (as defined below), upon the terms and subject to the conditions set forth in the consent solicitation and exchange offer memorandum, dated July 24, 2025 (the "Consent Solicitation and Exchange Offer Memorandum"), to certain proposed amendments (the "Proposed Amendments") to the indenture dated March 5, 2021 (the "Existing Indenture") relating to the €500.0 million aggregate principal amount of its 3⅝% Senior Secured Notes due 2026 (of which €488.9 million is outstanding) (the "2026 Notes"). Adoption of the Proposed Amendments to the 2026 Notes required the consent of the Eligible Holders representing at least 90% in aggregate principal amount outstanding of the 2026 Notes, which was obtained on August 7, 2025. The Company has received valid and unrevoked consents representing approximately 97.3% of the outstanding principal amount of the 2026 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 Proposed Amendments. The Proposed Amendments, among other things, will amend the Existing Indenture and the terms of the 2026 Notes such that (i) the interest rate applicable to the 2026 Notes will be cash interest of 1.00% per annum with effect as of and from August 31, 2025, (ii) the maturity date of the 2026 Notes shall be extended to August 24, 2031 and (iii) to the extent an Eligible Holder participates in the Exchange Offer, all accrued and unpaid interest on such Participating Exchange Offer Holder's 2026 Notes shall be paid in the form of additional new 9.875% Senior Secured Notes due 2029 (the "New Notes"). Eligible Holders can no longer revoke validly delivered consents as the Withdrawal Deadline has passed.

The Proposed Amendments will only become operative upon the satisfaction of certain conditions set forth in the Consent Solicitation and Exchange Offer Memorandum. All present and future noteholders of 2026 Notes will be bound by the Supplemental Indenture, whether or not such noteholder delivered a consent or participated in the 90% Consent Solicitation.

The Early Tender Deadline expired at 5:00 p.m. New York time on August 6, 2025, pursuant to the terms set forth in the Consent Solicitation and Exchange Offer Memorandum.

Eligible Holders may still continue to submit Consent and Exchange Instructions to tender their 2026 Notes in the Exchange Offer and to vote in the Consent Solicitation until the Expiration Time. The Expiration Time will occur at 5:00 p.m. New York time on August 20, 2025, unless extended, reopened, amended or earlier terminated pursuant to the terms set forth in the Consent Solicitation and Exchange Offer Memorandum.

Eligible Holders who validly submitted Consent and Exchange Instructions to tender their 2026 Notes in the Exchange Offer and to vote in the Consent Solicitation prior to the Early Tender Deadline are eligible to receive (i) an early tender consideration of €7.50 for each €1,000 principal amount of 2026 Notes validly offered for exchange (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for exchange pursuant to the Exchange Offer (and subject to the required minimum denomination), payable in the form of additional New Notes (the "Early Tender Consideration") and (ii) a transaction fee of €2.50 for each €1,000 principal amount of 2026 Notes validly offered for exchange (and not validly withdrawn) if received prior to the Expiration Time and accepted for exchange pursuant to the Exchange Offer (and subject to the required minimum denomination), payable in the form of additional New Notes (the "Transaction Fee"). Eligible Holders who still validly submit Consent and Exchange Instructions to tender all 2026 Notes in the Exchange Offer and to vote in the Consent Solicitation after the Early Tender Deadline but prior to the Expiration Time will receive the Transaction Fee.

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