TRST Trustpilot Group Plc

18 April 2024

Trustpilot Group plc ("Trustpilot" or the "Company")

Notice of Annual General Meeting and Proposed Share Premium Account Cancellation

Trustpilot announces that it today posted, or otherwise made available, a circular to shareholders (the "Notice of AGM"), incorporating its notice of annual general meeting (the "AGM"), which includes, in addition to customary business, information and a resolution regarding a proposed share premium account cancellation.  The AGM will be held at 1.00 p.m. on Tuesday, 21 May 2024 at 5^th Floor, The Minster Building, 21 Mincing Lane, London, EC3R 7AG, United Kingdom.

If it becomes effective, the proposed cancellation of the Company's share premium account would create additional distributable reserves which (subject to any arrangements required, and any directions given, by the High Court of Justice in England and Wales (the "Court"), in confirming the cancellation) would provide the Company with flexibility to conduct future share repurchases, pay dividends and make other distributions where considered appropriate by the Board in accordance with the Company's capital allocation policy, and where permitted by the Companies Act 2006. 

The cancellation of the Company's share premium account requires the passing of the special resolution set out in the Notice of AGM by the Company's shareholders, as well as the subsequent confirmation by the Court of the cancellation (as further described in the Notice of AGM).

The Notice of AGM will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Notice of AGM will also be available for viewing on the Company's website at https://investors.trustpilot.com.

Timetable

If shareholders approve the proposed share premium account cancellation, then the Directors intend to apply to the Court shortly after the AGM to commence the Court process in respect of the confirmation of the share premium account cancellation. Subject to the Court's availability and the Court process, it is anticipated that the Court hearings to consider and confirm the share premium account cancellation will be held during June 2024.

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