Management Incentive Plan

3 May 2016

Victoria PLC

('Victoria' or the 'Company')

Management Incentive Plan

The Board of Victoria PLC (the "Company") (LSE: VCP) the international designers, manufacturers and distributors of innovative floorcoverings, is pleased to announce proposals for a new long term management incentive plan (the "Plan").

The Plan is not open for participation by Geoff Wilding, Executive Chairman, nor any other member of the current board, save for Michael Scott, Chief Financial Officer. On 29 April 2016, Mr Scott was awarded 5,000 B ordinary shares (the "B Shares") in a new intermediate holding company, in connection with the Plan as recommended by the Remuneration Committee. Between the second and third anniversary of his joining the Company Mr Scott will be able to exchange the B Shares into ordinary shares in Victoria PLC ("Ordinary Shares") of equivalent value. The monetary value of the award represents approximately 0.61% of the growth in value of the Ordinary Shares above a share price of £15. The Plan is subject to good leaver and bad leaver provisions and is closely aligned with the interests of the Company's shareholders.

As Mr Scott is a director of the Company the proposed award is classified as a related party transaction in accordance with Rule 13 of the AIM Rules for Companies. The Board, with the exception of Mr Scott, has consulted with the Company's nominated adviser, Cantor Fitzgerald Europe, and concluded that the proposed award is fair and reasonable insofar as the interests of the shareholders are concerned.

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