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Trustpilot Group PLC — AGM Information 2022
Apr 20, 2022
5224_agm-r_2022-04-20_4cb804d5-6c00-44eb-9605-ba72537dac10.pdf
AGM Information
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Attendance card Trustpilot Group plc – Annual General Meeting
Attending the AGM electronically Log in to: web.lumiagm.com/137-931-975 and follow the instructions on pages 13
Meeting ID: 137-931-975
and 14 of the Notice of AGM.
Shareholder Reference number (SRN):
PIN:
First two and last two digits of your SRN
The first Annual General Meeting (the "AGM") of Trustpilot Group plc (the "Company") will be held at 2.00 p.m. on Wednesday, 25 May 2022 at 5th Floor, The Minster Building, 21 Mincing Lane, London, EC3R 7AG.
The Company is offering facilities for shareholders to attend the meeting electronically, should they wish to do so. Further details are set out in the Notice of AGM which is available on the Company's website at investors.trustpilot.com. Alternatively, shareholders may attend the AGM in person provided that they are able to do so safely and in accordance with prevailing regulations and guidance issued by the UK Government. Should it become necessary or appropriate to revise the current arrangements for the AGM, details of any such changes will be made available on the Company's website, investors.trustpilot.com, and via a Regulatory Information Service announcement, as appropriate. If you plan to attend the AGM in person, please bring this card with you and present it at the registration desk. Please note
that only registered shareholders, their proxies, authorised representatives and carers of disabled shareholders will be entitled to attend the AGM.
Trustpilot Group plc
Incorporated and registered in England and Wales under number 13184807
FORM OF PROXY

Trustpilot Group plc – 2022 Annual General Meeting
| Voting ID | Task ID | Shareholder Reference Number |
|---|---|---|
Please read the notes overleaf before completing this form.
I/We, being a member of Trustpilot Group plc (the "Company"), hereby appoint the chair of the meeting or the following person (see Note 2) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company (the "AGM") to be held at 2.00 p.m. on Wednesday, 25 May 2022 at 5th Floor, The Minster Building, 21 Mincing Lane, London EC3R 7AG, United Kingdom and at any adjournment thereof.
Please leave this box blank if you have selected the chair of the meeting. Do not insert your own name(s).
Please tick here if this proxy appointment is one of multiple appointments being made.*
Please indicate the number of shares this proxy is appointed over (if less than your full voting entitlement).
* For the appointment of more than one proxy, see Note 4
Please indicate how you wish your proxy to vote in relation to the resolutions to be proposed at the AGM (the "Resolutions") by marking the appropriate boxes with an 'X'.
| Vote | Vote | |||||
|---|---|---|---|---|---|---|
| Resolutions | For Against | Withheld | Resolutions | For Against | Withheld | |
| 1 To receive the accounts and | 12 To elect Tim Weller as a director | |||||
| the reports of the directors and the auditors for the year ended 31 December 2021 |
13 To appoint PricewaterhouseCoopers LLP as the auditors |
|||||
| 2 To approve the directors' remuneration report (excluding the directors' remuneration policy) |
14 To authorise the audit committee to determine the remuneration of the auditors |
|||||
| 3 To approve the directors' remuneration policy |
15 To authorise the directors to allot shares |
|||||
| 16 To disapply pre-emption rights* | ||||||
| 4 To elect Mohammed Anjarwala as a director |
17 To disapply pre-emption rights | |||||
| 5 To elect Hanno Damm as a director | in connection with the financing or | |||||
| 6 To elect Claire Davenport as a director |
refinancing of an acquisition or capital * investment |
|||||
| 7 To elect Joseph Hurd as a director | 18 To authorise the Company to purchase its own shares* |
|||||
| 8 To elect Ben Johnson as a director |
19 To authorise the Company and its subsidiaries to make political |
|||||
| 9 To elect Rachel Kentleton as a director |
donations and incur political expenditure |
|||||
| 10 To elect Peter Holten Mühlmann as a director |
20 To authorise the Company to call general meetings on not less than 14 clear days' notice* |
|||||
| 11 To elect Angela Seymour-Jackson as a director |
*Special Resolution
If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at their discretion on the Resolutions. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting. The "Vote Withheld" option is to enable you to abstain on any of the Resolutions. Please note that a "Vote Withheld" has no legal effect and will not be counted in the votes "For" and "Against" a Resolution.
Signature Date
Spencer Road Aspect House Equiniti Freepost RTHJ-CLLL-KBKU AAATDFAADAADAFDDDATTDADTDDFAFADFFADF BN99 8LU LANCING Spencer Road Aspect House Equiniti Freepost RTHJ-CLLL-KBKU
BN99 8LU
LANCING
AAATDFAADAADAFDDDATTDADTDDFAFADFFADF


NOTES
-
- The resolutions which will be proposed at the AGM (the "Resolutions") are summarised in this Form of Proxy and are set out in full, along with explanatory notes, in the Notice of AGM.
-
- A member may appoint a proxy or proxies (who need not be a member of the Company) to exercise all or any of their rights to attend, speak and vote at the meeting. Shareholders are strongly encouraged to appoint the chair of the meeting (the "Chair") as their proxy and also to register any questions in advance. If you wish to appoint a proxy other than the Chair, delete the words "the chair of the meeting or" and insert the name of your proxy in the space provided. Please initial the amendment (unless you are completing an online version).
-
- If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
-
- A member can appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attaching to different shares held by such member. To appoint more than one proxy you must complete a separate form of proxy for each proxy unless you are appointing your proxies electronically in which case, please refer to the detailed instructions in the Notice of AGM. Additional proxy forms may be obtained by contacting the Company's registrars or you may photocopy this Form of Proxy. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and, if returned by post, should be included in the same envelope.
-
- The proxy must attend the meeting, whether in person or electronically, to represent you. The completion of a form of proxy does not preclude the member from attending or voting, whether in person or electronically, at the AGM.
-
- Please indicate how you wish your proxy to vote on the Resolutions by inserting 'X' in the appropriate space. If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at their discretion on each of the Resolutions. Any alteration made to this Form of Proxy should be initialled by the person signing it.
-
- In the case of a corporation, the proxy must be under its common seal (if any) or the hand of its duly authorised agent or officer. In the case of an individual, the proxy must be signed by the appointor or their agent, duly authorised in writing.
-
- In the case of joint holders, the signature of only one of the joint holders is required but, if more than one votes, the vote of the joint holder whose name appears first on the register of members in respect of the joint holding will be accepted to the exclusion of the votes of the other joint holders.
-
- In order to be valid this Form of Proxy must be returned (together with any authority under which it is executed or a certified copy of the authority) in hard copy form by post, by courier or by hand to the Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA United Kingdom. Alternatively, you may appoint a proxy online by following the procedures set out in notes 10 to 14 to the Notice of AGM. In each case, the appointment of proxy must be received by the Company not less than 48 hours before the time of the AGM (i.e., prior to 2.00 p.m. on Monday, 23 May 2022).
-
- To change your proxy instructions you may return a new proxy appointment using the methods set out in notes 10 to 14 to the Notice of AGM. Where you have appointed a proxy using this Form of Proxy and would like to change the instructions using another hard copy form of proxy, please contact Equiniti:
- by telephone on +44 (0)371 384 2030; or
- in writing at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA United Kingdom.
The deadline for receipt of proxy appointments (see note 9 above) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two (or more) valid appointments of proxy are received in respect of the same share(s) in relation to the same meeting, the one which is last sent shall be treated as replacing and revoking the other (or others) as regards the relevant share(s). If the Company is unable to determine which appointment of proxy is last sent, the one which is last received shall be so treated. If the Company is unable to determine which appointment was last sent or received, none of them shall be treated as valid in respect of the relevant share(s).
-
- You may not use any electronic address provided in this Form of Proxy to communicate with the Company for any purposes other than those expressly stated.
-
- Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that the shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.