25 May 2022
Trustpilot Group plc
(the "Company")
Result of Annual General Meeting held on 25 May 2022
At the Annual General Meeting of Trustpilot Group plc held earlier today (the "AGM"), all the resolutions set out in the Notice of Annual General Meeting were duly passed.
The results of the poll held at the AGM are as follows:
| Resolution | Total For (1) | Total Against | Total votes validly cast | Total votes cast as a % of issued share capital | Votes withheld (2) | |||
| No. of votes | % of vote | No. of votes | % of vote |
|
| No. of votes | ||
| 1 | To receive the accounts and the reports of the directors and the auditors for the year ended 31 December 2021 | 285,007,983 | 100.00 | 4,166 | 0.00 | 285,012,149 | 68.61% | 128,541 |
| 2 | To approve the directors' remuneration report (excluding the directors' remuneration policy) | 282,404,898 | 99.05 | 2,705,792 | 0.95 | 285,110,690 | 68.63% | 30,000 |
| 3 | To approve the directors' remuneration policy | 283,633,633 | 99.99 | 23,456 | 0.01 | 283,657,089 | 68.28% | 1,483,601 |
| 4 | To elect Mohammed Anjarwala as a director | 285,066,276 | 99.98 | 69,414 | 0.02 | 285,135,690 | 68.64% | 5,000 |
| 5 | To elect Hanno Damm as a director | 285,047,201 | 99.97 | 88,489 | 0.03 | 285,135,690 | 68.64% | 5,000 |
| 6 | To elect Claire Davenport as a director | 285,129,597 | 100.00 | 6,093 | 0.00 | 285,135,690 | 68.64% | 5,000 |
| 7 | To elect Joe Hurd as a director | 285,116,036 | 99.99 | 19,654 | 0.01 | 285,135,690 | 68.64% | 5,000 |
| 8 | To elect Ben Johnson as a director | 285,068,203 | 99.98 | 67,487 | 0.02 | 285,135,690 | 68.64% | 5,000 |
| 9 | To elect Rachel Kentleton as a director | 282,113,301 | 98.94 | 3,022,389 | 1.06 | 285,135,690 | 68.64% | 5,000 |
| 10 | To elect Peter Mühlmann as a director | 285,068,203 | 99.98 | 67,487 | 0.02 | 285,135,690 | 68.64% | 5,000 |
| 11 | To elect Angela Seymour-Jackson as a director | 273,008,703 | 95.75 | 12,126,987 | 4.25 | 285,135,690 | 68.64% | 5,000 |
| 12 | To elect Tim Weller as a director | 282,058,842 | 98.92 | 3,076,848 | 1.08 | 285,135,690 | 68.64% | 5,000 |
| 13 | To appoint PricewaterhouseCoopers LLP as the auditors | 285,102,462 | 99.99 | 33,228 | 0.01 | 285,135,690 | 68.64% | 5,000 |
| 14 | To authorise the audit committee to determine the remuneration of the auditors | 285,027,209 | 99.96 | 108,321 | 0.04 | 285,135,530 | 68.64% | 5,160 |
| 15 | To authorise the directors to allot shares | 271,636,624 | 95.27 | 13,474,066 | 4.73 | 285,110,690 | 68.63% | 30,000 |
| 16 | To disapply pre-emption rights | 282,873,915 | 99.22 | 2,236,775 | 0.78 | 285,110,690 | 68.63% | 30,000 |
| 17 | To disapply pre-emption rights in connection with the financing or refinancing of an acquisition or capital investment | 282,707,696 | 99.15 | 2,427,994 | 0.85 | 285,135,690 | 68.64% | 5,000 |
| 18 | To authorise the Company to purchase its own shares | 285,102,937 | 100.00 | 818 | 0.00 | 285,103,755 | 68.63% | 36,935 |
| 19 | To authorise the Company and its subsidiaries to make political donations and incur political expenditure | 278,554,740 | 99.97 | 88,950 | 0.03 | 278,643,690 | 67.08% | 6,497,000 |
| 20 | To authorise the Company to call general meetings on not less than 14 clear days' notice | 278,015,804 | 97.50 | 7,119,886 | 2.50 | 285,135,690 | 68.64% | 5,000 |
(1) Includes discretionary votes
(2) A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
As at 23 May 2022, the Company's issued ordinary share capital consisted of 415,408,634 ordinary shares of £0.01 each, each carrying the right to one vote at a general meeting of the Company.
In accordance with Listing Rule 9.6.2R, copies of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Carolyn Jameson
Company Secretary
Enquiries:
| Investor Relations: | Derek Brown (Head of Investor Relations) +44 20 4534 5222 |
| | Tulchan Communications James Macey White Matt Low +44 20 7353 4200 |
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