BBRC Issues Letter To The Victoria Secret Board Calling For Governance Changes

BBRC International PTE Limited (together with its affiliates, "BBRC" or "we"), which owns approximately 12.9% of the outstanding shares of Victoria's Secret & Co. (NYSE:VSCO) ("VS" or the "Company"), today released the below letter to the Company's Board of Directors (the "Board"). The decision to publicly release the letter follows months of attempts by BBRC to engage in good faith with the Board regarding changes that are needed to improve the Board's composition and governance.

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Victoria's Secret & Co.

Attention: Board of Directors

4 Limited Parkway

Reynoldsburg, Ohio 43068

November 4, 2025

Members of the Board,

As you know, BBRC International PTE Limited (together with its affiliates, "BBRC" or "we") is the second-largest stockholder of Victoria's Secret & Co. ("VS" or the "Company"). Having been an investor in the Company since 2022, our current ownership is approximately 12.9% of the outstanding shares. You also know that BBRC is not a short-term "activist" – but rather a long-term investor that believes the Company has assets and resources that have tremendous intrinsic value that has not been fully realized. We believe the most direct route to maximize value is to add stockholder perspectives to the boardroom and improve corporate governance. On numerous occasions over the last two years, we have attempted to approach the Board of Directors (the "Board") about these critical issues and related solutions.

With the goal of minimizing disruption and attempting to reach a collaborative resolution, we have initiated several calls, meetings and email exchanges with the Board this year to communicate our views and solve the long-term problems with the Company's direction. We have suggested specific improvements to the composition of the Board as a path to ensuring more efficient decision-making and stronger oversight of management.

We expect a board of directors to follow standard best practices by having a collaborative dialogue with a large, long-term stockholder regarding board representation. Unfortunately, the Board, through its counsel at Kirkland & Ellis, took an adversarial stance that precluded meaningful dialogue and has continued with that approach despite our request for constructive engagement on Board representation – which leaves us with little option but to update the market on our discussions. The Board's defensive posture only serves to validate our concern that objective oversight and a stockholder's perspective are needed in the boardroom.

It is important to note that we are seeking common-sense governance changes: the removal of an extremely long-tenured Board Chair who has presided over numerous issues and the appointment of a stockholder representative to restore confidence in the Board.

• We Believe a New, Independent Chair Would Drive Value for Employees, Customers and Stockholders: Current Board Chair Donna James has served in an oversight role of VS for over 22 years. This includes her 18 years as a member of the board of directors of L Brands, Inc., the parent company of VS, where she also chaired the Audit Committee for 15 years. Following the spin-off of VS, she has been Board Chair for four years and continues to serve on the Audit Committee. By any measure, she is an "over-tenured" director with a "stale perspective" that lacks objectivity regarding the Company's operations. We believe VS will benefit from the appointment of a new, independent Board Chair who brings a fresh viewpoint, a commitment to long-term value creation and an ability to lead the Company's next chapter of growth.
• We Believe a Strengthened Board Will Have the Skillsets to Effectively Oversee the Company: The Board's historical oversight of capital allocation, M&A activity and cybersecurity – particularly the lapse this spring – raises concerns about whether the current directors possess adequate experience and skills to effectively manage risk and anticipate vulnerabilities. According to the Company's 2025 proxy statement, the Nominating and Governance Committee has failed to recruit directors with "expertise" in technology, cybersecurity, artificial intelligence or privacy.1 We are confident a refreshed Board will be able to provide the necessary oversight and guidance.
• We Believe Adding a Stockholder to the Board Will Improve Investors' Confidence that the Board's Interests are Aligned and Introduce an Absent Perspective: Ms. James and the rest of the Board own a de minimis amount of stock, leading to a lack of alignment with independent stockholders. Based on a review of public disclosures, it appears that only 1,000 shares of the Board's current total ownership were purchased while serving as a director – the rest were granted or purchased before joining the Board.2 This misalignment with stockholders has been evident in the Board's defensive stance, including its mischaracterization of BBRC's intentions and adoption of a restrictive poison pill. As an owner of nearly 13% of the business, BBRC's interests are directly aligned with creating value for stockholders – as well as preventing value destruction. We believe my appointment to the Board, as the Company's second-largest stockholder and a distinguished global retail executive with an exemplary record of founding, building and creating value for investors in specialty retail companies, would fill key gaps and boost market confidence.

Despite numerous meetings, emails and significant time invested in dialogue, we have not received an answer to a straightforward question: would the Board welcome me as a director? The Board's inability to provide a clear response after several months of engagement is another indication of its operational ineffectiveness.

We are confident that any objective review of our investment track record and governance approach would demonstrate our credentials and intolerance for poor corporate behavior. Absent the Board reevaluating its posture and demonstrating a genuine willingness to engage in good faith, BBRC intends to replace directors at next year's annual meeting of stockholders – if not sooner. To be clear, we are not advocating for changes to operational matters which we do not have visibility into. We are solely focused on driving improvements to the Board and ensuring the Company's governance principles are followed, which we believe will provide management with the support and guidance needed to drive success for years to come.

Sincerely,

Brett Blundy