Victoria Regulatory News (VCP)

"International designers and manufacturers of innovative quality floorcoverings"

Issued by Citigate Dewe Rogerson Ltd, Birmingham

Date: Wednesday, 21 December 2011

Immediate Release

Victoria PLC

Statement to all shareholders

The Board of Victoria PLC ("Victoria", the "Company" or the "Board") wishes to advise all shareholders that it has become aware that a consortium is possibly about to requisition the Board pursuant to Section 303 of the Companies Act 2006, requiring it to convene a General Meeting of the Company (the "General Meeting") for the purpose of seeking the replacement of all of the Company's Independent non-executive directors and replacing them with its own preferred candidates.

The Board can confirm that, to date, it has not received such a requisition ("theRequisition") but is mindful of its duty to prevent a false market occurring in the Company's shares and, in view of the number of shareholders to whom the Board knows the consortium has already spoken concerning its plans, it is issuing this announcement in fulfillment of such duty. The Board is currently unaware as to when the Requisition may be forthcoming, but indications received lead the Board to assume this may be imminently.

It is understood that, if the Requisition is lodged and is successful, the consortium's own preferred candidates would represent a majority of the Board and therefore control the day to day management of the Company.

The Board strongly believes this action is both without merit and an unwelcome distraction for the operational management team and the business as a whole.

The Board has received a demand from a consortium which includes Alexander Anton, a past director of the Company, with an objective of replacing all of the current duly elected independent non-executive directors.

The Board is aware that the consortium has been approaching a significant number of selected shareholders to gain their support. The Board has similarly approached a number of institutional shareholders whose initial response was that this approach was unwelcome and would not be supported.

The consortium has not yet met the Board or given any reason why the Board should consider its demand to change the Board's composition. It is the Board's view that the consortium isattempting to take control of the Company without offering shareholders any value for their shares. If the consortium is looking to acquire control of the Company for its own purposes, as appears to be the case, the consortium should be tendering a bid that truly represents the full value of the business and the Board would then have a duty to consider this.

At this time, the Board has not been presented with any rationale behind the possible lodging of a Requisition or the future strategy the consortium wishes to implement for the Company such that the Board is currently unable to make it known to shareholders.

The current share price of the Company does not, in the Board's opinion, truly recognise the real value of the business. It should be noted that the Company's market capitalisation is at a considerable discount to the net asset value of the Company.

The Board wishes it to be known that in 2010 the Board was approached by a competitor which was interested in potentially making an offer for our Australian Company. Following deliberations the Board rejected the approach as it believed it was not in shareholders' interests to pursue the approach and that the Board's three-year strategy would, in the Board's opinion yield greater shareholder value.

The Board has a clear strategy that is working well and the Company is noticeably out-performing the market, and a summary of the Company's six month's performance to 1 October 2011 can be seen below. As reported in November to shareholders, the Board's objective remains focused on building Victoria's 'Brand' reputation and improving the quality of its earnings. To do this, we plan to continue to invest in our business for the future and, during the remainder of this current financial year we will be making significant investment in both new carpet ranges and in the luxury vinyl tile market. We feel confident that planned new product initiatives, allied to anticipated growth in new channels and markets, will help the Group continue to gain market share and place Victoria in a commanding position to exploit any opportunities presented by the market.

The Board's current structure and skills base across the non-executive and executive teams works extremely well together. The Board believes that any change to the current structure, skills mix and complement of both the executive team and non-executives would be very foolhardy and not in the interests of all stakeholders. The existing Board truly believes that it has a strong commercial transformational strategy for the business which as yet has not been fully unveiled to stakeholders due to commercial sensitivities. However we are committed to delivering and improving significant shareholder value with a team that has substantial industry experience.

The Board strongly believes this action is both without merit and an unwelcome distraction for the operational management team and the business as a whole.

Therefore, at this stage, shareholders are strongly advised by the Board to take no action and await further updates from the Board in due course.

Editors Notes:

Summary of Half-Year Results ended 1 October 2011

The Company's Half-year results announced on 22 November 2011 clearly reflected a strong operational performance across the business whilst making good progress against its strategic objective of becoming the leading quality flooring supplier in both Australasia and the United Kingdom: these are summarised below:-

Key financials:

·; Group Revenue increased 17% to £39.02 million

·; Robust Profit performance with Operating profit up 80% at £1.40 million

·; Profit before Tax up 127% to £1.27 million after Irish restructuring costs

·; Basic adjusted earnings per share of 17.66 pence, up 242%

·; Half Year Dividend of 3.50 pence- an increase of 17%

Key commercials:

·; Against challenging economic and tough market conditions:

o Australian business delivers improved results

o UK business out-performs the market and returns to profit

o Our market share has grown in synthetic products, as wool's competitive position has weakened through significant raw material price increases

In the New Year, the Group also plans to leverage Victoria's excellent 'Brand' reputation and customer associations by launching Luxury Vinyl flooring to its product offering through a new division, VICTORIA™ LUXURY FLOORING - opening up new opportunities in the UK and European markets.

Full details can be found on the Company website: www.victoriaplc.com