Victoria : Circular 24th December 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own personal independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or if not, from another appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all of your holding of Ordinary Shares, please immediately forward this document to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this document should not be forwarded or sent, in whole or in part, directly or indirectly, in or into the United States or any of its territories, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction in which such publication, release or distribution would constitute a violation of the relevant laws or regulations of that jurisdiction and be unlawful ("Restricted Jurisdictions").If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should contact the stockbroker, bank or other agent through whom the sale or transfer was effected as to the actions you should take. If you have sold or otherwise transferred only part of your holding of Ordinary Shares you should retain these documents.

The Directors of the Company, whose names and functions appear on page 5 of this document, accept responsibility (both individually and collectively) for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

(Incorporated in England & Wales under the Companies Act 1929 with Registered No. 00282204)

Conditional subscription of Preferred Shares to raise £150 million

Adoption of New Articles of Association

and

Notice of General Meeting

Singer Capital Markets Advisory LLP ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Singer Capital Markets is acting as nominated adviser exclusively for the Company and no one else in connection with the matters set out in this Circular and will not regard any other person as its client in relation to the contents of this Circular and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets, nor for providing advice in relation to the contents of this document nor any matter referred to in it.

You are recommended to read the whole of this document. In particular, your attention is drawn to the letter to Shareholders from the Chairman of the Company set out in Part 1 of this document which explains the background to and reasons for the Proposals and which contains a recommendation from the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting.

The Proposals described in this document are conditional, inter alia, on the approval of Shareholders at the General Meeting. Notice of the General Meeting to be held at 12.00 p.m. on 13 January 2022 at the offices of Victoria P.L.C. at Worcester Road, Kidderminster, Worcestershire, DY10 1JR is set out at the end of this document.

In running the General Meeting, the Board's priority remains to safeguard the wellbeing of its colleagues, shareholders and wider communities and will take all necessary and appropriate precautions to ensure their safety. Given the Government's current Covid-19 guidance, the Board is asking that shareholders do not attend the meeting's physical venue. You will not receive a hard copy Form of Proxy for the General Meeting in the post. Instead, you will be able to vote electronically.

Shareholders who hold their shares in certificated form are encouraged to submit their proxy vote online by logging on to www.signalshares.com as soon as possible but in any event, to be valid, no later than

12.00 p.m. on 11 January 2022. Alternatively, you can request a hard copy proxy directly from the Registrars, Link Group on Tel: [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. Alternatively, you can request a hard copy proxy card by emailing [e-mail].

Shareholders who hold their shares in uncertificated form may use the CREST electronic proxy appointment service. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCo's specifications and must contain the information required for such instructions, as described in the CREST Manual issued by Euroclear UK & Ireland Limited. The message must be transmitted so as to be received by the issuer's agent, Link Group (CREST ID: RA10) by 12.00 p.m. on 11 January 2022.

Information regarding forwarding-looking statements

This document contains a number of forward-looking statements relating to Victoria P.L.C and its Group. Victoria P.L.C. considers any statements that are not historical facts as "forward-looking statements". They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of Victoria P.L.C. to differ materially from the information as presented in the relevant forward-looking statement. When used in this document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should", and similar expressions, as they relate to Victoria P.L.C. or the management of it, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Victoria P.L.C. does not intend, nor assume any obligation to update or revise any of the forward- looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.

Important Information to Overseas Shareholders

In the opinion of the Directors, there is a significant risk of civil regulatory or criminal exposure to the Company and its Directors should the opportunity to participate in the Follow-On Preferred Investment be made to investors in Restricted Jurisdictions. On this basis, none of the Preferred Shares, nor this document have been or will be, registered under the relevant laws of any state, province or territory of any of the Restricted Jurisdictions.

This document shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of the Preferred Shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Neither the Preferred Shares, nor any securities issued upon exercise or conversion thereof, have been, nor will be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or jurisdiction of the United States, and may not be offered and sold within the United States to, or for the account or benefit of, a US person (as such term is defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and such other applicable state securities laws.

Accordingly, the Preferred Shares are only being offered hereby to an "accredited investor" (as defined in Rule 501(a) of Regulation D) pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

It is the responsibility of any person receiving a copy of this document outside the United Kingdom to satisfy itself as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such other territory. Persons (including, without limitation, nominees and trustees) receiving this document should not, in connection with the Follow-On Preferred Investment and any other matters set out in this document, distribute or send it into any jurisdiction when to do so would, or might, contravene local securities laws or regulations.

ROUNDING

Certain figures included in this Circular have been subject to rounding adjustments. Accordingly, any apparent discrepancies in tables between the totals and the sums of the relevant amounts are due to rounding.

This document is dated 24 December 2021.

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CONTENTS

EXPECTED TIMETABLE	4
DIRECTORS, SECRETARY AND ADVISERS	5
DEFINITIONS	6
PART 1	LETTER FROM THE CHAIRMAN	9
PART 2	SUMMARY OF THE PROPOSED CHANGES IN THE NEW ARTICLES	14
PART 3	ADDITIONAL INFORMATION	16
NOTICE OF GENERAL MEETING	17

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EXPECTED TIMETABLE

Posting of this document to Shareholders	24 December 2021
Latest time and date for receipt of Forms of Proxy	12.00 p.m. on 11	January 2022
in respect of the General Meeting
Time and Date of General Meeting	12.00 p.m. on 13	January 2022
Completion of the Follow-On Preferred Investment	14	January 2022

Notes:

All references to times of day in this document are to London time.

Dates set out against events that are expected to occur after the date of the General Meeting assume that the General Meeting is not adjourned and that the Resolutions are passed at the General Meeting.

All of the above times and dates are subject to change at the Company's discretion. In the event of any change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service (as defined in the AIM Rules).

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DIRECTORS, SECRETARY AND ADVISERS
Directors	Geoffrey Wilding (Chairman)
	Philippe Hamers (Group Executive Officer)
	Michael Scott (Chief Financial Officer)
	Gavin Petken (Non-Executive Director)
	Zachary Sternberg (Non-Executive Director)
	Andrew Harrison (Non-Executive Director)
	Blake Ressel (Non-Executive Director)
Company Secretary	David Cressman
Registered office, and business	Worcester Road
address of the Directors	Kidderminster
	Worcestershire
	DY10 1JR
Website address	www.victoriaplc.com
Nominated Adviser and	Singer Capital Markets Advisory LLP
Joint Broker to the Company	One Bartholomew Lane
	London
	EC2N 2AX
	United Kingdom
Solicitors to the Company	Brown Rudnick LLP
	8 Clifford Street London
	W1S 2JP
	United Kingdom
Solicitors to KED and	Jones Day
Koch Equity Development	21 Tudor Street
	London EC4Y 0DJ
	United Kingdom
Registrars	Link Group
	10th Floor,
	Central Square,
	29 Wellington Street,
	Leeds
	LS1 4DL
	United Kingdom

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