Trustpilot Group PLC — Report Publication Announcement 2021

Mar 1, 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority and not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.

Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or in the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Trustpilot Group plc (the "Company"), a new company to be inserted as the holding company of Trustpilot A/S (the Company, together with Trustpilot A/S and its subsidiaries the "Group" or "Trustpilot") in due course in connection with a possible offer (the "Offer") of ordinary shares in the capital of the Company (the "Shares") and the possible admission of such Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of London Stock Exchange plc. A copy of any Prospectus will, if published, be available on Trustpilot's website at https://ipo.trustpilot.com/ subject to certain access restrictions.

1 March 2021

Trustpilot A/S Announcement of Publication of Registration Document

Further to the announcement earlier today relating to the intended publication of a registration document (the "Registration Document") by Trustpilot A/S and the potential initial public offering being considered by the Company (the "IPO"), Trustpilot A/S confirms that the Registration Document has been approved by the FCA and has been published.

The Registration Document is available online at https://ipo.trustpilot.com/, subject to certain access restrictions.

A copy of the Registration Document will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Terms used but not defined in this announcement have the meaning given in the announcement published by Trustpilot A/S earlier today.

Enquiries:

Tulchan (Public Relations adviser to Trustpilot) James Macey White, Sunni Chauhan and Matt Low +44 (0)20 7353 4200 trustpilot@tulchangroup.com

Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners

J.P. Morgan Cazenove Matthew Gehl / Chris Wood / Barry Meyers / Virginia Khoo +44 (0)207 742 4000

Morgan Stanley Tom Perry / Angus Millar / Bobak Shoraka / Anisha Singhal +44 (0)207 425 8000

Joint Bookrunners

Berenberg Chris Bowman / Richard Kauffer / Tejas Padalkar + 44 (0)20 3207 7800

Danske Bank Jens Plenov +44 (0)207 410 8000

Important legal information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, shares to any person in Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or in any other jurisdiction. Any shares referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933 (the "Securities Act") except pursuant to a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The possible Offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in Australia, Canada, Japan, the United States or elsewhere.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) are other persons to whom it may otherwise lawfully be communicated; and (B) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons,

and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forwardlooking statements may and often do differ materially from actual results. Any forward-looking statements reflect Trustpilot A/S's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, Trustpilot A/S, Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Joh. Berenberg, Gossler & Co. KG, London Branch, Danske Bank A/S, London Branch and their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any subscription or purchase of Shares in the possible Offer should be made solely on the basis of information contained in the Prospectus which may be published by the Company in connection with the possible Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The Company may decide not to go ahead with the IPO and there is therefore no guarantee that Admission will occur. You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document referred to herein, constitutes a recommendation concerning the possible Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the possible Offer for the person concerned.

Each of Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Joh. Berenberg, Gossler & Co. KG, London Branch and Danske Bank A/S, London Branch is acting exclusively for the Company and no one else in connection with the possible Offer. They will not regard any other person as their respective clients in relation to the possible Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited

or independently verified, nor has the Company or Trustpilot A/S ascertained the underlying economic assumptions relied upon therein.

For the avoidance of doubt, the contents of the Group's websites are not incorporated by reference into, and does not form part of, this announcement.