Victoria Regulatory News (VCP)

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:

Victoria PLC

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify) iii:

3. Details of person subject to the notification obligation iv

Name

Spruce House Investment Management LLC

City and country of registered office (if applicable)

Wilmington, United States of America

4. Full name of shareholder(s) (if different from 3.) v

Name

The Spruce House Partnership LLC

City and country of registered office (if applicable)

Wilmington, United States of America

5. Date on which the threshold was crossed or reached vi:

04/12/2024

6. Date on which issuer notified (DD/MM/YYYY):

05/12/2024

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

0.843791%

8.931836%

9.775627%

11,145,483

Position of previous notification (if

applicable)

7.851765%

8.931836%

16.783601%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type ofshares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

Ordinary Shares

GB00BZCOLC10

962,031

0.843791%

SUBTOTAL 8. A

962,031

0.843791%

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expirationdate x

Exercise/Conversion Period xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expirationdate x

Exercise/Conversion Period xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

Total Return Swap Basket

16/10/2026

Cash

10,183,452

8.931836%

SUBTOTAL 8.B.2

10,183,452

8.931836%

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv

x

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Ben Stein and Zach Sternberg as joint controllers of Spruce House Investment Management LLC

0.843791%

8.931836%

9.775627%

Spruce House Investment Management LLC

0.843791%

8.931836%

9.775627%

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information xvi

Based on 114,012,973 ordinary shares outstanding as at 17 October 2024. The Spruce House Partnership LLC (SH) is an aggregating entity to its sole member funds: The Spruce House Partnership (AI) LP and The Spruce House Partnership (QP) LP - the general partner of both funds is Spruce House Capital LLC (itself controlled equally by Ben Stein and Zach Sternberg).

The voting rights (or deemed voting rights) attached to the positions held by SH are exercised by Spruce House Investment Management LLC, which is controlled equally by Ben Stein and Zach Sternberg.

As at the date on which the threshold was crossed, a portion of SH's position is held through a Total Return Swap, which is a cash-settled derivative and gives no access to voting rights in the company. SH is however 'deemed' to hold voting rights pursuant to DTR 5.3. The Total Return Swap references a basket in which the ordinary shares of Victoria PLC represent >20% of the total value of the securities in that basket.

Place of completion

New York, United States of America

Date of completion

05/12/2024