16 September 2025
Trustpilot Group plc
Share Buyback Programme
Trustpilot Group plc ("Trustpilot" or the "Company") announces that, beginning today, 16 September 2025, it will commence a share buyback programme of up to £30 million (the "Buyback Programme"). As previously stated, the Company is committed to running an efficient balance sheet and returning excess capital, not required for other priorities, to shareholders. To this end, during 2024 and up to 5 September 2025, the Company successfully completed three buyback programmes, which saw the purchase and cancellation of 26,762,736 of its ordinary shares of £0.01 each ("Ordinary Shares"); a return of surplus capital to shareholders of approximately £60 million.
Purchases under the Buyback Programme are conditional on compliance with all legal and regulatory requirements and, in particular, on the Company having distributable reserves available for the purpose at the relevant time.
Trustpilot has entered into an agreement with Numis Securities Limited (trading for these purposes as Deutsche Numis) ("Deutsche Numis") to purchase Trustpilot's Ordinary Shares up to a maximum aggregate consideration (excluding expenses) of £30 million (which would amount to approximately US$40 million at prevailing exchange rates) under the Buyback Programme. Deutsche Numis will manage the purchases on a non-discretionary basis, purchasing Ordinary Shares within certain pre-set parameters and making its trading decisions independently of, and uninfluenced by, Trustpilot.
The purchase of Ordinary Shares, which may commence as soon as today, will be carried out on the London Stock Exchange and other trading venues and in accordance with share purchase authorities granted to the Company by its shareholders at the 2025 Annual General Meeting. Deutsche Numis will purchase any Ordinary Shares as principal and simultaneously be deemed to execute on-market sales of any Ordinary 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 Ordinary 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 Ordinary Shares granted by Trustpilot's shareholders at the 2025 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)) as well as the applicable laws and regulations of the UK Financial Conduct Authority.
The maximum number of Ordinary Shares that Trustpilot may purchase under the Buyback Programme before expiry of the Authority, which occurs on the earlier of the conclusion of the 2026 AGM and 20 August 2026, is 36,179,442, being the maximum number permitted under the Authority. The Buyback Programme shall terminate upon the earliest to occur of the purchase by Deutsche Numis of such maximum number of Ordinary Shares or of Ordinary Shares with a maximum aggregate consideration (excluding expenses) of £30 million, or the expiry of the Authority.
Trustpilot will announce any market repurchases of Ordinary Shares no later than 7.30 a.m. (UK time) on the business day following the date the repurchase occurred.
Enquiries
Trustpilot
Louise Bryant, Head of Investor Relations
investor.relations@trustpilot.com
+44 (0) 7813 210 809
Financial PR
Headland Consultancy
Stephen Malthouse
Rob Walker
Charlie Pepper
+44 (0) 73 1136 9861
About Trustpilot
Trustpilot began in 2007 with a simple yet powerful idea that is more relevant today than ever - to be
the universal symbol of trust, bringing consumers and businesses together through reviews. Trustpilot
is open, independent, and impartial - we help consumers make the right choices and businesses to
build trust, grow and improve.
Today, we have 330 million active reviews and over 60 million monthly active users across the globe,
with 149 billion annual Trustpilot brand impressions, and the numbers keep growing. We have more
than 1,000 employees and we're headquartered in Copenhagen, with operations in Amsterdam,
Denver, Edinburgh, Hamburg, London, Melbourne, Milan and New York.
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