Trustpilot Group PLC — AGM Information 2024

May 21, 2024

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 at 1.00 p.m. on Tuesday, 21 May 2024, 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 £1,386,612; and
  3. b. up to a further aggregate nominal amount of £1,386,612 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 any pre-emptive offer that is open for acceptance for a period determined by the Directors to holders of ordinary shares of £0.01 each in the capital of the Company ("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 being 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, at the close of business on 20 August 2025 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 previously 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 14 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 14 above and/or by way of a sale of treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment and/ or sale, provided that this power shall be limited to:
  2. (a) the allotment of equity securities and/or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under sub-paragraph (b) of Resolution 14 above by way of any pre-emptive offer that is open for acceptance for a period determined by the Directors) 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 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 Ordinary Shares being represented by depositary receipts or any other matter;
  3. (b) in the case of the authority conferred by sub-paragraph (a) of Resolution 14 above, the allotment to any person or persons of equity securities and/or sale of treasury shares

(otherwise than pursuant to sub-paragraph (a) above or sub-paragraph (c) below of this Resolution 15) up to an aggregate nominal amount of £416,025; and

(c) when any allotment of equity securities and/or sale of treasury shares is or has been made pursuant to sub- paragraph (b) above of this Resolution 15, the allotment of additional equity securities and/or sale of treasury shares (also pursuant to the authority conferred by sub-paragraph (a) of Resolution 14 above) up to an aggregate nominal amount equal to 20% of the nominal amount of that allotment and/or sale under sub-paragraph (b) above of this Resolution 15, provided that any allotment and/or sale pursuant to this sub-paragraph (c) of this Resolution 15 is used only for the purposes of a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, and shall expire upon the expiry of the general authority conferred by Resolution 14 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 (and/ or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) pursuant to any such offer or agreement as if the power conferred hereby had not expired.

SPECIAL RESOLUTION

• 1. That, if Resolution 14 above is passed and in addition to the power conferred by Resolution 15 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 14 above and/or by way of a sale of treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment and/or sale, provided that this power shall:
  2. (a) in the case of the authority conferred by sub-paragraph (a) of Resolution 14 above:
     • (i) be limited to the allotment of equity securities and/ or sale of treasury shares up to an aggregate nominal amount of £416,025, such authority to be used only for the purposes of financing (or refinancing, if the power is to be used within 12 months of the original transaction) a transaction which the Directors determine to be an acquisition or specified 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 Notice; and
     • (ii) when any allotment of equity securities and/or sale of treasury shares is or has been made pursuant to subparagraph (a)(i) above of this Resolution 16, be limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount equal to 20% of the nominal amount of any allotment of equity securities and/or sale of treasury shares from time to time under sub-paragraph (a)(i) above of this Resolution 16, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
  3. (b) expire upon the expiry of the general authority conferred by Resolution 14 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 (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) 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 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 41,602,526, representing approximately 10% of the issued ordinary share capital of the Company as at 15 April 2024 (being the latest practicable date prior to the publication of this Notice);
• (b) the minimum price (excluding expenses) which may be paid for any such ordinary share is one penny:
• (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 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 17 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 20 August 2025 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 18 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 20 August 2025 provided that the authorised sum referred to in subparagraphs (a), (b) and (c) above of this Resolution 18, 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 incurred (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 £50,000.

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.

SPECIAL RESOLUTION

1. That the balance standing to the credit of the share premium account of the Company be cancelled.

Anne McSherry

Company Secretary Trustpilot Group plc

21 May 2024