Victoria Regulatory News (VCP)

Victoria PLC

('Victoria,' or the 'Company')

Requisition to convene a General Meeting

Victoria PLC, (LSE: VCP) the international designers, manufacturers and distributors of innovative floorcoverings, announces that on 15 August 2012, the Company received a valid requisition (the "Requisition"), pursuant to Section 303 of the Companies Act 2006, requiring it to convene a general meeting of the Company (the "General Meeting").

The Requisition has been received by the Company from HSBC Global Custody Nominee (UK) Limited (the "Requisitioner"), as the holder of shares held beneficially on behalf of New Fortress Finance Holdings Limited, and proposes the following ordinary resolutions (the "Resolutions"):

§ to remove Katherine Innes Ker as a director of the Company;

§ to appoint Alexander Anton as a director of the Company;

§ to remove Roger Hoyle as a director of the Company;

§ to appoint Geoffrey Wilding as a director of the Company;

§ to remove David Garman as a director of the Company;

§ to appoint Andrew Harrison as a director of the Company; and

§ to remove any director appointed pursuant to article 80.1 of the Company's articles of association after 13 August 2012.

Shareholders will be aware that significant differences had arisen between former non-executive directors of the Company, Sir Bryan Nicholson, Mr. Anton and Mr. Wilding (the "Former Directors"), and the rest of the Board, in relation to the execution of the Company's strategy in circumstances where the Former Directors expected a significant financial interest in its outcome.

Faced with these irreconcilable differences, Sir Bryan Nicholson, Alexander Anton and Geoff Wilding resigned as directors on 8 August when confronted with the alternative of their being removed from the Board.

The principal cause of the differences was an incentive scheme, proposed by the Former Directors, under which the Former Directors would potentially receive a substantial share of returns made to shareholders. The other members of the Board, having taken independent advice, could not reach agreement on, or recommend to shareholders, the terms of the incentive scheme. A revised proposal from the Board was rejected by the Former Directors.

The Company confirms that the Board will make the necessary arrangements to convene the General Meeting within the required timetable.

Meanwhile, shareholders are advised by the Directors NOT to take any action to support the Requisitioner. Shareholders should wait until they have received and read the circular from the Company containing the notice convening the General Meeting, which will be sent to all shareholders on or before 5 September 2012.

Victoria's Chairman, Katherine Innes Ker, said: "The incentive scheme proposed by the Former Directors was not in the best interests of all shareholders and it is right that they resigned from the Board. It is therefore surprising that New Fortress should demonstrate support for individuals who promoted the introduction of the scheme and sought disproportionate financial incentives under it."

"It is in the interests of all shareholders that they are provided with full details of the actions taken by the Former Directors to secure their proposed incentive plan and the potential consequences for shareholders of their re-appointment. The Board intends to contest the Resolutions vigorously."

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