Trustpilot Group plc ("Trustpilot" or the "Company")
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs) and Persons Closely Associated with them
Deferred Share Bonus Plan Awards
The Company announces that on 30 April 2024 and 1 May 2024, conditional awards were made to the individuals listed below under the Trustpilot Group plc Deferred Share Bonus Plan ("DSBP") reflecting 25% of the bonus achieved for financial year 2023. In accordance with the terms of the Company's remuneration policy, 25% of the company bonus determinations for its executive directors are required to be deferred in shares to be held for a two-year period.
The number of awards granted under the DSBP was calculated using the three-month average share price to 24 April 2024, being the date of Remuneration Committee approval of grant. The vesting date for the DSBP awards will normally be two years from the date of bonus payment and the award will be settled by the transfer of existing ordinary shares of the Company (other than treasury shares).
Awards will vest on the vesting date save in the case of departure from the Company due to misconduct resulting in summary dismissal or which would justify summary dismissal, as determined by the Company's Remuneration Committee. Malus and clawback provisions, aligning with those detailed in the Trustpilot Group plc Long Term Incentive Plan Rules, will apply to the vesting of the awards, expiring on the third anniversary of the end of the relevant bonus year. The Remuneration Committee has the discretion to adjust award levels in certain circumstances, including in the event of a demerger, special dividend or other similar event that would affect the market price of ordinary shares in the Company.
Peter Mühlmann received a bonus in respect of his period as Chief Executive Officer during 2023. Due to applicable local laws, 25% of his net of tax bonus was used to purchase shares (announced by the Company 30 April 2024), which will be held for a period of two years.
The notification set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation.
| 1. | Details of the person discharging managerial responsibilities /person closely associated with them (PCA) | ||
| (a) | Name | Adrian Blair | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive Officer - PDMR | |
| (b) | Initial notification/amendment | Initial Notification | |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| (a) | Name | Trustpilot Group plc
| |
| (b) | LEI | 2138002ILUNMGNPSGG46 | |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| (a) | Description of the financial instrument, type of instrument
Identification Code | Ordinary shares of GBP 0.01 each
GB00BNK9TP58 | |
| (b) | Nature of the transaction | Conditional award of shares under the Trustpilot Group plc Deferred Share Bonus Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 22,142 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a | |
| (e) | Date of the transaction | 2024-05-01 | |
| (f) | Place of the transaction | Outside a trading venue | |
| 1. | Details of the person discharging managerial responsibilities /person closely associated with them (PCA) | ||
| (a) | Name | Hanno Damm | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Financial Officer - PDMR | |
| (b) | Initial notification/amendment | Initial Notification | |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| (a) | Name | Trustpilot Group plc
| |
| (b) | LEI | 2138002ILUNMGNPSGG46 | |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| (a) | Description of the financial instrument, type of instrument
Identification Code | Ordinary shares of GBP 0.01 each
GB00BNK9TP58 | |
| (b) | Nature of the transaction | Conditional award of shares under the Trustpilot Group plc Deferred Share Bonus Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 29,577 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a | |
| (e) | Date of the transaction | 2024-04-30 | |
| (f) | Place of the transaction | Outside a trading venue | |
Enquiries:
| Trustpilot: | Anne McSherry, Company Secretary
Louise Bryant, Head of Investor Relations
+44 20 4534 5222 |
|
Headland Consultancy: |
Stephen Malthouse
Charlie Pepper
+44 (0)73 1136 9861 |
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