12th Nov 2026 15:54
12 November 2026
Trustpilot Group plc
Publication of shareholder circular and Notice of General Meeting
In the Trustpilot Group plc (the “Company” or “Trustpilot”) half year results’ announcement published on 15 September 2026 (the “Announcement”), the Company stated that it would be convening a general meeting (the “Meeting”) to approve certain steps in relation to a matter that the board of directors (the “Board”) has been made aware of regarding the Company's distributable reserves which impacts certain purchases of shares made pursuant to its share buyback programmes and loans it provided to the trustee of the Trustpilot Employee Benefit Trust (the “Trust”). As noted in the Announcement, this matter does not affect the Company's financial position either historically or today.
The Meeting will be held at 11:30 a.m. on Tuesday, 8 December 2026 at 5th Floor, The Minster Building, 21 Mincing Lane, London, EC3R 7AG, United Kingdom. The Notice of the General Meeting (the "Notice of General Meeting") has today been posted or otherwise made available to shareholders. Further information on the arrangements for the General Meeting can be found in the Notice of General Meeting.
Whilst the Company followed its usual internal processes to confirm that it had sufficient distributable reserves before commencing its share buyback programmes, the Board has since become aware that certain technical guidance on the determination of distributable reserves was applied incorrectly, which resulted in certain reserves being incorrectly classified as distributable for the purposes of the Companies Act 2006 (the "Act"). As a result, the Company's purchases of shares in respect of which payments were made between 12 February 2024 and 20 May 2024 (inclusive), between 16 December 2025 and 16 March 2026 (inclusive), and between 26 May 2026 and 31 August 2026 (inclusive) (the "Affected Share Buybacks"), and certain loans provided to the trustee of the Trust to enable it to purchase shares between 23 December 2025 and 13 January 2026 (inclusive) to satisfy vestings under the Company’s employee incentive arrangements (the "Affected Trust Funding"), were not carried out in full compliance with the Act. At times during these periods, the Company had sufficient distributable reserves to support the relevant purchases and funding. However, as those additional reserves were not reflected in interim accounts filed at Companies House at the relevant time, they cannot be treated as available distributable reserves for the purposes of the Act.
The Board is convening the Meeting to ask shareholders to approve a special resolution which, if passed, will authorise the steps needed to put all potentially affected parties, so far as possible, in the position they were intended to be in had the requirements of the Act been met at the relevant times. In summary, shareholders are being asked to approve:
ratification of the payments made for the Affected Share Buybacks (having an aggregate value of £40,366,920) and the loans it provided as part of the Affected Trust Funding (being £4,999,999), and the appropriation of the Company's distributable reserves to those payments, so that the payments are treated as having been made out of the Company's available distributable reserves; new off-market buyback contracts with the brokers engaged by the Company for its buyback programmes, under which the Company will lawfully acquire the Affected Share Buyback shares for nominal consideration of £1 payable to each broker and the parties will mutually waive related claims; a deed under which the Company and the trustee of the Trust will waive specified claims against each other relating to the Affected Trust Funding (the “Trust Deed of Release”); and a deed releasing the directors of the Company in office at the time the Affected Share Buybacks and Affected Trust Funding were undertaken (the “Relevant Directors”) from claims relating to the Affected Share Buybacks and the Affected Trust Funding (the “Directors’ Deed of Release”).
The Board has been advised that this course of action is an appropriate and prudent means of resolving the matter and is consistent with the approach taken by other UK listed companies in similar circumstances.
Entry into the Directors’ Deed of Release is a significant transaction and related party transaction for the purposes of the UK Listing Rules. The Board considers that entry into the Directors’ Deed of Release is fair and reasonable so far as the shareholders of the Company are concerned having been so advised by its sponsor, Deutsche Bank AG, London Branch. As required by the UK Listing Rules, in the Board’s opinion, the Resolution is in the best interests of shareholders as a whole.
In accordance with UK Listing Rule 6.4.1, a copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website, https://uk.corporate.trustpilot.com/investors/shareholder-meetings.
Anne McSherry
Company Secretary
Enquiries:
Trustpilot
Louise Bryant, Head of Investor Relations
+44 (0) 7813 210 809
Financial PR
Headland Consultancy
Stephen Malthouse
Rob Walker
Charlie Pepper
+44 (0)20 3805 4822
Related Shares:
Trustpilot