Victoria : Notice of AGM 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 the action you should take, you should immediately consult your stockbroker, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Victoria PLC, please forward this document, together with the accompanying documents as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

VICTORIA PLC

(the "Company")

(incorporated and registered in England and Wales under number 00282204)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at the offices of Brown Rudnick LLP, at 8 Clifford Street, London W1S 2LQ on 7 September 2021 at 1.00 pm.

Shareholders who hold their shares in certificated form are encouraged to submit their proxy vote online by logging on to www.signalshares.comas soon as possible but in any event, to be valid, no later than 1.00 pm on 3 September 2021. Alternatively, you can request a hard copy proxy directly from the Registrars, Link Group. 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 1.00 pm on 3 September 2021.

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VICTORIA PLC

(Incorporated and registered in England and Wales under registered number: 00282204)

LETTER FROM THE CHAIRMAN

Registered Office:

Worcester Road

Kidderminster

Worcestershire

DY10 1JR

13 August 2021

To Shareholders

Notice of Annual General Meeting

Dear Shareholder,

I have pleasure in inviting you to the 2021 Annual General Meeting ("AGM") of Victoria PLC, which will be held at the offices of Brown Rudnick LLP, at 8 Clifford Street, London W1S 2LQ, at 1.00 pm on Tuesday, 7 September 2021.

At the time of publication of this Notice of AGM, the UK Government's Roadmap to lifting Covid-19 restrictions in the UK is expected to permit the holding of a physical meeting on this date.

Subject to Covid-19 restrictions and UK Government guidance, shareholders are welcome to attend the 2021 AGM. Notwithstanding, given current circumstances, shareholders are encouraged to vote by proxy whether they intend to attend the meeting or not, and to appoint the chairman of the meeting as their proxy.

The priority of the Company's Board at this time is the health, safety and wellbeing of all stakeholders, directors and employees. The following measures will be put in place this year:

• Attendance at the AGM will be restricted to shareholders only and no guests will be permitted to attend.
• Shareholders wishing to attend the meeting in person must notify the Company by no later than 1pm on 1 September 2021 by registering at [e-mail]. The Company will endeavour to accommodate all requests to register; however there will be a limit on the total number of shareholders that can attend in order for the meeting to operate safely in the current environment.
• Upon arrival, any shareholders wishing to attend the meeting will be required to confirm that they do not have any Covid-19 symptoms and are not required to self-isolate in accordance with the UK Government's guidance.
• Shareholders attending the AGM will be required to follow UK Government guidance (including social distancing, if applicable).
• Refreshments will not be available either before or after the AGM.

The Company will continue to closely monitor the situation in the lead up to the AGM and will make any further updates about the meeting via our website and our market announcements.

The formal Notice of AGM and the resolutions to be proposed at the AGM ("Resolutions") are set out on pages 5 and 6 of this document. This letter sets out the details of the items of business to be transacted at the meeting.

The AGM affords the Board an opportunity to communicate with its Shareholders and to respond to Shareholder questions. The Board positively encourages Shareholder participation either through attending the AGM in person or voting by proxy on the Resolutions set out in this Notice.

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Summaries of the Resolutions are set out below as follows:

Resolution 1: Receiving the report and accounts

The Directors will present to the Shareholders at the Annual General Meeting the accounts for the previous financial year, on this occasion for the year ended 3 April 2021, together with their report and the auditor's report on those accounts.

Resolutions 2 & 3: Re-election of Directors

Under the Articles of Association of the Company the Directors must take it in turns to retire and offer themselves up for re-election by the Shareholders. Geoffrey Wilding and Gavin Petken are retiring by rotation and offer themselves up for re-election.

Resolution 4: Election of Director

Since the last Annual General Meeting, Blake Ressel has been appointed as a Director and is therefore required by the Company's Articles of Association to put himself forward for election by the Shareholders at this Annual General Meeting.

Resolution 5: Re-appointment and remuneration of the auditor

The auditor of the Company is required to be appointed or re-appointed at each Annual General Meeting at which accounts are presented. Having expressed their willingness to continue to act as auditors, resolution 5 proposes that Grant Thornton UK LLP be re-appointed.

It is normal practice for a company's Directors to be authorised to fix the auditor's remuneration and Shareholder's approval to do so is sought in this resolution.

Resolution 6: Granting the Directors authority to allot shares

The Companies Act 2006 provides that Directors shall only allot shares with the authority of Shareholders in general meeting. The authority given to the Directors at the last Annual General Meeting to allot (or issue) shares expires on the date of this year's Annual General Meeting.

Resolution 6 will be proposed as an ordinary resolution for the renewal of the Directors' general authority to issue shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,947,531.80 representing approximately one third of the current issued share capital of the Company (excluding treasury shares). The Directors have no present intention of exercising this authority.

The Company held 8,546,095 shares in treasury as at 13 August 2021, (being the last practicable date prior to the publication of this document).

Resolution 7: Disapplication of pre-emption rights

The Companies Act 2006 also provides that any allotment of new shares for cash must be made pro rata to individual Shareholders' holdings, unless such provisions are disapplied under section 570 of the Companies Act 2006. The authority given to the Directors at the last Annual General Meeting to allot shares for cash as if section 561(1) of the Companies Act 2006 did not apply to such allotment expires on the date of this year's Annual General Meeting.

Resolution 7 will be proposed as a special resolution for the renewal of the Directors' authority to allot equity securities for cash, without first offering them to Shareholders pro rata to their holdings. This authority facilitates issues made by way of rights to Shareholders which are not strictly in accordance with section 561(1) of the Companies Act, and authorises other allotments of up to a maximum aggregate nominal amount of £584,259.50 of shares, representing approximately ten per cent. of the current issued ordinary share capital of the Company.

This authority also allows the Directors, within the same aggregate limit, to sell for cash shares that may be held by the Company in treasury.

Resolution 8: Granting the Company the authority to purchase its own shares

Resolution 8 will be proposed as a special resolution for the renewal of the Company's authority to purchase its own shares in the market during the period until the next Annual General Meeting of the Company for up to 11,685,190 Ordinary Shares, representing approximately ten per cent. of the issued ordinary share capital of the Company. The price payable shall not be more than five per cent. above

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the average market value for the Ordinary Shares for the five business days before the purchase is made and in any event not more than the higher of the price of the last independent trade and current independent bid as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange and not less than five pence per share, being the nominal value of the Shares.

This power will only be used if the Directors consider that to do so would be in the best interests of Shareholders generally. The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).

Action to be taken

You will not receive a hard copy form of proxy for the AGM in the post. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your Signal Shares account, or register if you have not previously done so. To register you will need your Investor Code, this is detailed on your share certificate or available from our Registrar, Link Group.

Proxy votes must be received no later than 1.00 pm on 3 September 2021.

You may request a hard copy form of 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].

Directors' recommendation

The Board believes the proposals described above regarding the resolutions to be proposed at the Annual General Meeting to be in the best interests of the Shareholders and the Company as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of each of the resolutions at the Annual General Meeting, as they intend to do in respect of their own beneficial holdings of 45,249,391 Ordinary Shares in aggregate, representing 38.72 per cent. of the current issued share capital of the Company.

Yours sincerely

Geoffrey Wilding

Chairman

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NOTICE OF ANNUAL GENERAL MEETING

Victoria PLC (Registered No. 00282204)

(the "Company")

Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of Brown Rudnick LLP, 8 Clifford Street, London, W1S 2LQ on 7 September 2021 at 1.00 pm.

To consider and, if though fit, to pass the following resolutions of which numbers 1 to 6 will be proposed as ordinary resolutions and numbers 7 to 8 as special resolutions.

1. To receive and adopt the Directors' Report, Auditor's Report and Accounts for the year ended 3 April 2021.
2. To re-elect Geoffrey Wilding as a Director, who retires by rotation in accordance with the Company's Articles of Association.
3. To re-elect Gavin Petken as a Director, who retires by rotation in accordance with the Company's Articles of Association.
4. To elect Blake Ressel as a Director, who was appointed as a Director of the Company after the last Annual General Meeting and therefore is required by the Company's Articles of Association to put himself forward for election by the Company's shareholders at this Annual General Meeting.
5. To re-appoint Grant Thornton UK LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and to authorise the Directors to determine their remuneration.
6. THAT subject to and in accordance with Article 9 of the Articles of Association of the Company, the directors of the Company be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (in addition to and not in substitution of the authority obtained at the Company's General Meeting held on 16 November 2020) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,947,531.80 provided that such authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
7. THAT, subject to the passing of resolution 6, and in accordance with Article 9 of the Articles of Association of the Company, the board be empowered pursuant to section 570 of the Companies Act 2006 (in addition to and not in substitution of the authority obtained at the Company's General Meeting held on 16 November 2020) to allot equity securities (within the meaning of section 560 of the said Act) for cash pursuant to the general authority conferred by resolution 5 and be empowered pursuant to section 573 of the said Act to sell equity securities (as defined in section 560 of the said Act) held by the Company as treasury shares (as defined in section 724 of the said Act) for cash as if section 561(1) of the said Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:
8. 1. in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation to the treasury shares or to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and

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