Trustpilot Group PLC — AGM Information 2022

May 25, 2022

TRUSTPILOT GROUP PLC

Company number 13184807

(the "Company")

At the Annual General Meeting of the Company duly convened and held at 5th Floor, The Minster Building, 21 Mincing Lane, London, EC3R 7AG on Wednesday, 25 May 2022, the following resolutions were passed as special business:

ORDINARY RESOLUTION

• 1. That the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
  2. (a) up to an aggregate nominal amount of £1,383,208; and
  3. (b) up to a further aggregate nominal amount of £1,383,208 provided that (i) they are equity securities (within the meaning of section 560 of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record date as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or arising under the laws of, any territory or the requirements of any regulatory body or stock exchange or by virtue of shares heing represented by depositary receipts or any other matter,

provided that this authority shall expire at the end of the next annual general meeting of the Company or, if earlier, on 25 August 2023, save that, in each case, the Company may make offers, or enter into agreements, before the expiry of this authority which would, or might, require shares to be allotted or such rights to be granted after its expiry and the directors may allot shares and grant such rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities oneviously granted to the directors to allot shares and grant rights to subscribe for, or convert securities into, shares be and are hereby revoked.

SPECIAL RESOLUTION

• 1. That, if Resolution 15 above is passed, the directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 15 above and/or by way of a sale of treasury shares as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:
  2. (a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 15 above by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the directors may determine and other persons entitled to participate therein where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the direntire any s may deem necessary or expedient to deal with treasury shares, fractional

entitlements, record dates or legal, regulatory or practical problems in, or arising under the laws of, any territory or the requirements of any regulatory body or stock exchange or by virtue of ordinary shares being represented by depositary receipts or any other matter; and

(b) the allotment (otherwise than pursuant to sub-paragraph(a) of this Resolution 16) to any person or persons of equity securities up to an aggregate nominal amount of £207,481,

and shall expire upon the expiry of the general authority conferred by Resolution 15 above, save that, in each case, the Company may make offers, or enter into agreements, before the expiry of this power which would, or might, require equity securities to be allotted after it expires and the directors may allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

SPECIAL RESOLUTION

• 1. That, if Resolution 15 above is passed and in addition to the power conferred by Resolution 16 above, the directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 15 above and/or by way of a sale of treasury shares as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be:
  2. (a) limited to the allotment of equity securities up to an aggregate nominal amount of £207,481; and
  3. (b) used only for the purposes of financing (or refinancing, if the power is to be used within six months of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this document,

and shall expire upon the expiry of the general authority conferred by Resolution 15 above, save that, in each case, the Company may make offers, or enter into agreements, before the expiry of this power which would, or might, require equity securities to be allotted after it expires and the directors may allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

SPECIAL RESOLUTION

• 1. That the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of £0.01 each of the Company on such terms and in such manner as the directors may from time to time determine, provided that:
  2. (a) the maximum number of ordinary shares hereby authorised to be acquired is 41,496,258 (representing 10% of the issued ordinary share capital of the Company as at 5 April 2022);
  3. (b) the minimum price (excluding expenses) which may be paid for any such ordinary share is one penny:
  4. (c) the maximum price (excluding expenses) which may be paid for any such ordinary share is the higher of (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current

independent bid for an ordinary share on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 18 will be carried out;

• (d) the authority hereby conferred shall expire at the end of the next annual general meeting of the Company or, if earlier, on 25 August 2023 unless previously renewed, varied or revoked by the Company in general meeting; and
• (e) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract as if the authority conferred hereby had not expired.

ORDINARY RESOLUTION

• 1. That in accordance with sections 366 and 367 of the Companies Act 2006 the Company and all companies which are subsidiaries of the Company during the period when this Resolution 19 has effect be generally and unconditionally authorised to:
  2. (a) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
  3. (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
  4. (c) incur political expenditure not exceeding £50,000 in total,

(as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this resolution and ending at the end of the next annual general meeting of the Company or, if earlier, on 25 August 2023 provided that the authorised sum referred to in sub-paragraphs (a), (b) and (c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure inourred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution shall not exceed £150,000.

SPECIAL RESOLUTION

1. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Carolyn Jameson

Company Secretary Trustpilot Group plc

25 May 2022