VICTORIA PLC

Remuneration Information • Jun 26, 2020

National Storage Mechanism | Additional information

RNS Number : 1429R

Victoria PLC

26 June 2020

For Immediate Release	26 June 2020

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Victoria PLC

('Victoria' or the 'Group')

Long Term Management Incentive Plan

Victoria PLC (LSE: VCP) the international designers, manufacturers and distributors of innovative flooring, is pleased to announce a new long-term management incentive plan ("LTIP" or "Plan") in order to enable the Board to continue to incentivise senior management in a manner that is closely aligned with the interests of Victoria's shareholders.

When considering possible incentive plan structures, the Board focussed on achieving three key objectives:

1.    Motivating and rewarding the managing directors of each group business for medium-to-long term performance that creates wealth for shareholders.

2.    Retention. Victoria's higher margins and stronger cash flow are directly due to the decisions, energy, and leadership of its key management. We want them to stay.

3.    Simplicity. We wanted a plan that could be easily understood by all. Shareholders should know exactly how their money is being spent, and the managers need to easily understand how they benefit if they achieve their objectives.

The result of these deliberations is that nil cost options have been granted to 17 scheme participants (in differing proportions), which, when exercised, will convert into a total of 1.25 million ordinary shares (1% of the total outstanding Victoria shares).

The participants will be able to exercise these options in four years provided they are still employed by the Group at that time.

Once exercised in June 2024, the participants are entitled to sell 50% of the shares immediately to help meet any taxes together with the minimum subscription price of 5p per share. The remaining shares must be held for a minimum period of 12 months.

The participants have no right to any payment in cash, rather they will become Victoria shareholders.  In this way, the interests of the participants will be aligned with those of all other shareholders.

The compensation of Victoria's management team will thus typically consist of three key elements:

1.    Base salary. Victoria heavily weights total compensation towards performance and base salaries reflect this bias.

2.    Bonuses. Annual cash bonuses are linked directly to the results of the individual business unit that the managers run. The precise criteria for the bonus awarded varies from business to business depending on priorities but is typically linked to working capital management and operating earnings.

3.    LTIP. As described above, which aligns the financial interests of senior management with those of Victoria's shareholders.

The Independent Directors consider the introduction of the Plan to be in the best interests of the Group and Shareholders as a whole and is designed to promote the success of the Group for the benefit of those Shareholders.

Certain board directors at Victoria's are participating in the Plan, as detailed below, along with members of the Group's senior management team. The Board may extend participation in the Plan to other members of the current or future senior management team.

Name	Position	Number of issued Incentive Shares (subject to dilution)
Philippe Hamers	Group Chief Executive	245,000
Michael Scott	Group Finance Director	200,000

- Ends -

For more information contact:

Victoria PLC Geoff Wilding, Chairman Philippe Hamers, Group Chief Executive Michael Scott, Group Finance Director	+44 (0) 1562 749 300
Cantor Fitzgerald Europe (Nominated Adviser and Broker) Rick Thompson, Phil Davies, Will Goode (Corporate Finance)	+44 (0) 20 7894 7000
Berenberg (Joint Broker) Ben Wright, Mark Whitmore (Corporate Broking) Peel Hunt (Joint Broker) Adrian Trimmings, George Sellar, Andrew Clark Buchanan Communications (Financial PR) Charles Ryland, Victoria Hayns, Madeline Seacombe	+44 (0) 203 207 7800 +44 (0) 20 7418 8900 +44 (0) 20 7466 5000

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCA") with them.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Philippe Hamers

Michael Scott

2

Reason for the notification

a)

Position/status

Group Chief Executive

Group Finance Director

b)

Initial notification  / Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Victoria plc

b)

LEI

2138002K6ECECHVCQN25

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code:

Options to subscribe for ordinary shares in Victoria PLC

ISIN: N/A

b)

Nature of the transaction

LTIP Share Scheme

c)

Price(s) and volume(s)

Price	Volume
N/A	N/A

d)

Aggregated information

Price(s)	Aggregated volume
N/A	N/A

e)

Date of the transaction

26 June 2020

f)

Place of the transaction

Outside a trading venue

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