Exchange Offer for 2028 notes

Victoria PLC (LSE: VCP), a public limited company incorporated under the laws of England and Wales, announced today that it has commenced a voluntary exchange offer (the "Exchange Offer") for its €250.0 million aggregate principal amount of 3¾% Senior Secured Notes due 2028 (of which €166.6 million is outstanding) (the "2028 Notes"). Eligible Holders (as defined below) may tender their 2028 Notes for newly issued Second Priority Senior Secured PIK Notes due 2031 of the Company (the "New Notes") at a significant premium to the current trading price of the 2028 Notes.

Exchange Offer

Under the Exchange Offer, the New Notes will:

• bear interest at a rate of 12% per annum, and interest will be paid-in-kind;
• have a six-year term from the date of completion, maturing in 2031 with a springing maturity ahead of any outstanding 2028 Notes; and
• be secured by various collateral with a lien, provided that, to the extent any enforcement of collateral occurs, the New Notes will rank junior to the super senior facilities and the Company's outstanding 9.875% senior secured notes due 2029 (the "2029 Notes"), but senior to the Original Notes (as defined below), including the 2028 Notes, with respect to the distribution of such proceeds.

Key Dates for the Exchange Offer

Eligible Holders of 2028 Notes who validly deliver their exchange instructions at or prior to the Expiration Time (as defined below) and do not validly revoke them prior to the Withdrawal Deadline (as defined below) will be eligible to receive €525 per €1,000 of 2028 Notes tendered.

Eligible Holders of 2028 Notes who validly deliver their exchange instructions at or prior to the Early Tender Deadline (as defined below) and do not validly revoke them prior to the Early Tender Deadline will be eligible to receive an additional €25 per €1,000 of 2028 Notes tendered early participating fee (the "Early Tender Consideration").

The Exchange Offer will expire at 5:00 p.m. (New York time), on October 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 2028 Notes at or before 5:00 p.m. (New York time) on October 3, 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: September 22, 2025
• Early Tender Deadline: 5:00 p.m., October 3, 2025
• Withdrawal Deadline: 5:00 p.m., October 3, 2025
• Expiration Time: 5:00 p.m., October 20, 2025
• Final settlement: Expected within three business days after Expiration Time

The Exchange Offer is not being offered to holders of the Company's 1% senior secured notes due 2031 (the "2031 Notes" and, together with the 2028 Notes, the "Original Notes"). The Company is not offering to exchange any 2029 Notes or 2031 Notes in connection with this Exchange Offer.

The Exchange Offer is subject to customary conditions, including a minimum exchange condition that not less than 50% of the aggregate principal amount of the 2028 Notes be validly tendered and not withdrawn (the "Minimum Condition"), which condition may be waived by the Company in its sole discretion, subject to applicable law.

Additional Information Regarding the Exchange Offer

The Company reserves the right to terminate, withdraw, amend, or extend the Exchange Offer at any time and for any reason, as described in the Exchange Offer Memorandum.

The settlement of the Exchange Offer will be conditioned upon at least 50% of the aggregate principal amount of the 2028 Notes then outstanding having validly submitted an exchange instruction (and such instruction not having been validly withdrawn) at or prior to the Expiration Time and the satisfaction of certain customary conditions, each of which the Company may waive, in whole or in part, in its sole and absolute discretion.

The Company has retained Kroll Issuer Services Limited in their roles as exchange and information agent (the "Exchange and Information Agent") in connection with the Exchange Offer. Copies of the Exchange Offer Memorandum for Eligible Holders of the 2028 Notes may be obtained from Kroll Issuer Services Limited at https://deals.is.kroll.com/victoria.

Eligible Holders are urged to review the Exchange Offer Memorandum for the detailed terms of the Exchange Offer.