Company Announcements

10 January 2023

Trustpilot Group plc 

Block Listing Application

Trustpilot Group plc (the "Company") has made an application to the Financial Conduct Authority and London Stock Exchange plc for 10,000,000 ordinary shares of £0.01 each in the Company to be admitted by way of a block listing to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc (the "Block Listing Shares").

It is expected that admission of the Block Listing Shares (the "Admission") will become effective on 12 January 2023.

Following Admission:

(i)         up to 5,000,000 ordinary shares will be allotted and issued from time to time to satisfy the exercise of outstanding equity warrants in the Company and shall be covered by the block listing (the "Further Block Listing Warrants Portion"); and

(ii)        up to 5,000,000 ordinary shares will be allotted and issued from time to time to
satisfy the vesting of outstanding restricted stock units in the Company granted as conditional awards under the Trustpilot Group plc Restricted Share Plan and shall be covered by the block listing (the "Further Block Listing RSU Portion").

When issued, these ordinary shares shall rank equally in all respects with the existing issued ordinary shares of the Company.

The block listing of the Block Listing Shares by the Company is in addition to:

(i)         the existing block listing that the Company has in place to satisfy the exercise of outstanding equity warrants in the Company (the "Existing Warrant Block Listing"); and

(ii)        the existing block listing that the Company has in place to satisfy the vesting of restricted stock units in the Company granted as conditional awards under the Trustpilot Group plc Restricted Share Plan (the "Existing RSU Block Listing").

As at the time of this announcement:

(i)         the balance under the Existing Warrant Block Listing is 24,423,242 ordinary shares of £0.01 each; and

(ii)        the balance under the Existing RSU Block Listing is 207,053 ordinary shares of £0.01 each.

As at Admission:

(i)         the aggregate balance under the Existing Warrant Block Listing and the Further Block Listing Warrants Portion is expected to be 29,423,242 ordinary shares of £0.01 each; and

(ii)        the aggregate balance under the Existing RSU Block Listing and the Further Block Listing RSU Portion is expected to be 5,207,053 ordinary shares of £0.01 each.

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