Summary of 2028 notes exchange to reduce debt

Victoria PLC announces exchange offer for its 2028 Senior Secured Notes to further extend debt maturity and reduce debt

Victoria PLC, (LSE: VCP) the international designer, manufacturer, and distributor of innovative flooring, is pleased to announce the commencement of an offer to exchange (the "Voluntary Exchange Offer") its outstanding senior secured notes due 2028 (the "2028 SSNs") for newly issued 12% second priority senior secured PIK notes due 2031 (the "New Notes"), pursuant to the terms and conditions set forth in the exchange offer memorandum.

The Voluntary Exchange Offer provides all 2028 SSNs Noteholders with the opportunity to exchange into New Notes at a significant premium to the current trading price of the 2028 SSNs. The New Notes also benefit from a significantly increased covenant and ranking, as well as an increased coupon compared to the existing 2028 SSNs.

The Voluntary Exchange Offer will:

• Reduce the Company's debt by up to €75m
• Reduce its ongoing cash interest costs by up to €6.2m per annum
• Extend the Company's maturity profile and reduce its 2028 SSNs maturity

This will further strengthen the Company's capital structure and improve near-term cashflow for the benefit of all stakeholders as the Company drives operational improvements through the trough of the cycle.

Management's immediate focus remains on delivering self-help initiatives outlined at the recent full year results (which once complete are expected to deliver £70m annual EBITDA improvements vs FY2025), generating cash to deleverage, and rebuilding the Company's credit rating.

A separate announcement containing the technical details of the exchange has been made, and further announcements will be made in due course outlining the progress of the exchange.

Alec Pratt, CFO said "The exchange provides the Company's 2028 Noteholders with an attractive opportunity to increase the coupon, covenants and ranking of their existing notes, whilst strengthening the underlying business's capital structure, reducing its ongoing cash interest cost and reducing maturity risk. This additional financial flexibility gives Victoria the capacity to invest in growth and profitability improvements for the benefit of all stakeholders. The board remains confident in delivering sustainable performance and creating long-term value through delivery of our self-help initiatives."

The person responsible for arranging the release of this announcement

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