Long Term Management Incentive Plan

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.

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