Trustpilot Regulatory News (TRST)

11 January 2024

Trustpilot Group plc

Share Buyback Programme

Trustpilot Group plc ("Trustpilot" or the "Company") announces that it is commencing a share buyback programme of up to £20 million (the "Buyback Programme"). As previously announced on 19 September 2023, the Company is committed to running an efficient balance sheet and returning excess capital, not required for other priorities, to shareholders.

Trustpilot has entered into an agreement with Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") to purchase Trustpilot's ordinary shares of £0.01 each ("Trustpilot Shares") up to a maximum aggregate consideration (excluding expenses) of £20 million (which would amount to approximately $25 million at prevailing exchange rates) under the Buyback Programme. Berenberg will manage the purchases on a non-discretionary basis, purchasing shares within certain pre-set parameters and making its trading decisions independently of, and uninfluenced by, Trustpilot. The purchase of Trustpilot Shares, which may commence as soon as today, will be carried out on the London Stock Exchange and is expected to be completed during the first half of 2024. Berenberg will purchase any Trustpilot Shares as principal and simultaneously be deemed to execute on-market sales of any Trustpilot Shares so purchased to the Company in accordance with the agreement.

The sole purpose of the Buyback Programme is to reduce the share capital of Trustpilot. It is intended that all Trustpilot Shares purchased under the Buyback Programme will be cancelled.

The Buyback Programme will be conducted within certain pre-set parameters and in accordance with the general authority to repurchase shares granted by Trustpilot's shareholders at the 2023 Annual General Meeting (the "Authority") and with the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and Commission Delegated Regulation (EU) 2016/1052 (in each case as such legislation forms part of Retained EU Law (as defined in the European Union (Withdrawal) Act 2018)) and Chapter 12 of the Financial Conduct Authority's Listing Rules. 

The maximum number of Trustpilot Shares that Trustpilot may purchase under the Buyback Programme is 41,760,082, being the maximum number permitted under the Authority. The Buyback Programme shall terminate upon the earliest to occur of the purchase by Berenberg of such maximum number of Trustpilot Shares or of Trustpilot Shares with a maximum aggregate consideration (excluding expenses) of £20 million, or the expiry of the Authority.

Trustpilot will announce any market repurchases of Trustpilot Shares no later than 7.30 a.m. on the business day following the date the repurchase occurred.

Enquiries

Trustpilot

Derek Brown, Head of Investor Relations

Adrian Blair, CEO

Hanno Damm, CFO

investor.relations@trustpilot.com

https://investors.trustpilot.com

Financial PR

Headland Consultancy

Stephen Malthouse

Charlie Pepper

+44 (0)73 1136 9861

About Trustpilot

Trustpilot was founded in 2007 with a vision to create an independent currency of trust. A digital platform that brings businesses and consumers together to foster trust and inspire collaboration. We are free to use, open to everybody and built on transparency.

Trustpilot hosts reviews to help consumers shop with confidence and deliver rich insights to help businesses improve the experience they offer. The more consumers use our platform and share their opinions, the richer the insights we offer businesses, and the more opportunities they have to earn the trust of consumers worldwide.

Trustpilot has over 850 employees and is headquartered in Copenhagen, with operations in London, Edinburgh, New York, Denver, Melbourne, Amsterdam, and Milan.