Victoria Regulatory News (VCP)

Victoria PLC

('Victoria,' or the 'Company')

Circular re AGM

Victoria PLC, (LSE: VCP) the international designers, manufacturers and distributors of innovative floorcoverings, announces that it is today posting to shareholders a circular concerning additional resolutions to be proposed at the AGM being held on Friday, 31 August 2012.

The Company announced on 8 August 2012 that it had appointed David Garman and Roger Hoyle (the "New Directors") as new independent non-executive directors to the Board.

Under the Company's articles of association, the New Directors are required to retire at the forthcoming AGM and the Board is seeking their re-election to the Board. Accordingly, the Board is proposing to add the following additional resolutions to be considered at the Annual General Meeting:

1. To re-elect David Garman as a Director of the Company; and

2. To re-elect Roger Hoyle as a Director of the Company.

The Board recommends that Shareholders vote FOR the re-appointment of the New Directors pursuant to the additional resolutions.

The circular sets out the background to the appointment of the New Directors. They were appointed, as has been previously announced, as a consequence of the failure to agree the terms of an incentive scheme for the benefit of certain former directors of the Company, Alexander Anton, Geoffrey Wilding and Sir Bryan Nicholson, which resulted in the relationship between those former directorsand the rest of the Board deteriorating rapidly. This culminated in the appointment of the New Directors and the resignation of the former directors on 8 August 2012.

Whether or not they propose to attend the Annual General Meeting in person, shareholders are requested to complete the proxy form enclosed with the circular and return it to the Company Secretary at the Company's registered office: Worcester Road, Kidderminster, Worcestershire DY10 1JR so as to arrive as soon as possible, but in any event so as to be received before 11.00 a.m. on 29 August 2012 to be valid.

Shareholders should also be aware that both of the executive Directors, Alan Bullock and Barry Poynter, will retire by rotation at the AGM and resolutions are being proposed for their re-election. It is vital for the well-being of the Company, and in the best interests of all Shareholders, that there continues to be a strong and experienced executive team at Victoria.

The Board is of the opinion that the re-election of David Garman and Roger Hoyle is in the best interests of Shareholders as a whole and accordingly unanimously recommends that all Shareholders vote in favour of their re-election at the Annual General Meeting on 31 August 2012.

The Board is also of the opinion that the re-election of Alan Bullock and Barry Poynter is in the best interests of Shareholders as a whole and accordingly unanimously recommends that all Shareholders vote in favour of their re-election at the AGM.

The circular and the second form of proxy can be viewed at the Company's website www.victoriaplc.com.

In addition, in accordance with Listing Rule 9.6.1R, the Company is today submitting the circular and second proxy form to the UK Listing Authority's online document viewing facility at The National Storage Mechanism - http://www.morningstar.co.uk/uk/nsm.

 The circular and second proxy form can also be viewed by clicking on the following links.

http://www.rns-pdf.londonstockexchange.com/rns/6682K_-2012-8-23.pdf

http://www.rns-pdf.londonstockexchange.com/rns/6682K_1-2012-8-23.pdf

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