Trainline : Notice of Annual General Meeting 2023

Trainline plc

Notice of Annual

General Meeting

to be held on

Thursday, 29 June 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to consult with your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended).

If you have recently sold or transferred all of your shares in Trainline plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. Trainline plc is incorporated in England and Wales under the Companies Act 2006 with registered number 11961132.

02

Chair's letter

"We look forward to welcoming you to Trainline's 2023 Annual General Meeting at our Edinburgh office."

Brian McBride

Chair

Dear Shareholder,

Trainline plc ("Trainline" or the "Company") will be holding its Annual General Meeting (the "AGM") on Thursday, 29 June 2023 at 1 Tanfield, Edinburgh, EH3 5DA with the meeting set to start at 08:30 am.

The official business of the AGM is set out on pages 4 to 6 of this notice of AGM (the "Notice").

AGM arrangements and voting

The Company's board of directors ("Board") is pleased to invite shareholders to attend the 2023 AGM at our Edinburgh office, 1 Tanfield, Edinburgh, EH3 5DA, in person.

Your vote is important so I strongly encourage you to submit a proxy vote in advance of the AGM and appoint the chair of the AGM as your proxy with directions as to how to cast your vote on the resolutions proposed, even if you intend to join the AGM in person. The notes on page 7 explain how you can submit your proxy vote electronically. Alternatively, if you are not equipped to submit electronically, the accompanying proxy card provides details on how you can submit your proxy vote by post.

If you have any questions that relate to the business of the AGM, I invite you to submit them via email to investor@ trainline.com before the AGM takes place. We will maintain a list of responses to frequently asked questions in relation to our AGM on our website at https://www.trainlinegroup.com/investors.

Business of the meeting

All current Directors will stand for election or re-election at the AGM, in line with the provisions of the UK Corporate Governance Code 2018. Having considered the performance of and contribution made by each of the Directors, the Board considers each Director to be fully effective and committed to his or her role and recommends them all for election or re-election. The Directors' biographies are detailed on pages 66 to 67 of the FY2023 Annual Report.

Recommendation

The Directors consider all the resolutions set out in this Notice to be in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the resolutions set out in this Notice as they intend to do in respect of their own beneficial shareholdings.

Brian McBride

Chair

4 May 2023

03

Summary of resolutions

Resolutions

Resolution 1 - Reports and Accounts

The Directors are required to present the annual accounts, strategic report, directors' report and the auditors' report on the accounts to the meeting.

Resolution 2 - Directors' Remuneration Report

The Directors' Remuneration Report for the 2023 financial year (the "2023 Remuneration Report"), which sets out details of the remuneration paid to the Directors during the year ended 28 February 2023, can be read on pages 76 to 88 of the FY2023 Annual Report. The vote is advisory in nature and therefore no entitlement to remuneration is conditional on the passing of the resolution.

Resolutions 3 to 9 - Election and re-election of directors

In accordance with the Company's Articles of Association and the UK Corporate Governance Code 2018, all Directors will retire and stand for election or re-election at the AGM. Resolutions 3 - 9 (inclusive) propose their election or re-election by the Company's shareholders. Biographical details of all current Directors are set out on pages 66 to 67 of the FY2023 Annual Report to enable shareholders to take an informed decision on their election or re-election.

The Nomination Committee has reviewed the independence of each Non-executive Director and determined that they are all independent in character and judgement and there are no relationships or circumstances which are likely to affect their judgement. The Non-executive Chair was considered independent upon appointment.

The Nomination Committee are satisfied that each Director devotes sufficient time to their duties and demonstrate great enthusiasm and commitment to their roles. All Directors are therefore recommended by the Board for election or re-election.

Resolutions 10 and 11 - Re-appointment of the auditor and remuneration of the auditor

At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint auditors to serve until the next such meeting. Resolution 10 proposes that PricewaterhouseCoopers LLP be re-appointed as auditors of the Company to hold office until the conclusion of our next AGM. Resolution 11 gives authority to the Directors to determine the auditors' remuneration.

Resolution 12 - Political Donations

The Company does not propose or intend to make political donations and did not make any political donations in FY2023, within the normal meaning of that expression. However, as the definition of political donations in the Companies Act 2006 is broad, it is possible that normal business activities, which might not be thought to be political donations or expenditure in the usual sense, could be caught. This resolution is proposed as a precaution to ensure that the Company and its subsidiaries do not unintentionally technically breach the Companies Act 2006.

Resolution 13 - Authority to Allot Shares

This resolution is to renew the Directors' authority to allot shares. The authority will allow the Directors to allot ordinary shares in the Company, or grant rights to subscribe for or convert any securities into ordinary shares of the Company, which represent not more than one-third of the issued share capital of the Company as at 4 May 2023, being the last practicable date prior to the publication of this document.

Resolution 14 - Disapplication of pre-emption rights

This resolution would allow the Directors to allot shares for cash and/or sell treasury shares up to a set value without having to offer such shares to existing shareholders on the conditions as described on page 10.

Resolution 15 - Disapplication of pre-emption rights for acquisitions and other capital investment

This resolution would give the Director's authority to allot additional shares for cash and/or sell treasury shares up to a set value as described on page 10 without having to offer such shares to existing shareholders, in connection with an acquisition or other capital investment.

Resolution 16 - Purchase of own shares

This resolution will authorise the Company to make market purchases of up to a set number of its own shares as described on page 11 and specifies the minimum and maximum price at which the shares may be bought.

Resolution 17 - General Meetings

This resolution seeks to authorise the Directors to call general meetings (other than an annual general meeting) on 14 clear days' notice.

A further explanation of Resolutions 13 to 17 is available on pages 10 and 11.

04

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the "Meeting" or "AGM") of Trainline plc (the "Company") will be held at 1 Tanfield, Edinburgh, EH3 5DA on Thursday, 29 June 2023 at 08:30 am to consider and vote on the resolutions below. Resolutions 14, 15, 16 and 17 will be proposed as special resolutions, with the remainder being proposed as ordinary resolutions.

Resolutions

Reports and accounts

1. To receive the audited accounts for the financial year ended 28 February 2023, together with the strategic report, directors' report and auditors' report on those accounts.

Directors' Remuneration Report

2. To receive and to approve the 2023 Remuneration Report (excluding the directors' remuneration policy overview) set out on pages 76 to 88 of the FY2023 Annual Report on an advisory basis.

Directors

1. To re-elect Andy Phillipps as a director of the Company.
2. To re-elect Brian McBride as a director of the Company.
3. To re-elect Duncan Tatton-Brown as a director of the Company.
4. To re-elect Jennifer Duvalier as a director of the Company.
5. To re-elect Jody Ford as a director of the Company.
6. To elect Peter Wood as a director of the Company.
7. To elect Rakhi Goss-Custard as a director of the Company.

See pages 66 and 67 of the FY2023 Annual Report for the Directors' biographies.

Appointment of auditors

10. To re-appoint PricewaterhouseCoopers LLP as the Company's auditors to hold office from the conclusion of the Meeting until the conclusion of the next AGM at which accounts are laid before the Company.

Auditors' remuneration

11. To authorise the Directors to determine the remuneration of the auditors.

Political donations

12. That, in accordance with section 366 and 367 of the Companies Act 2006 (the "Companies Act"), the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to:

1. make donations to political parties and/or independent election candidates not exceeding £100,000;
2. make political donations to political organisations, other than political parties, not exceeding £100,000; and
3. incur political expenditure not exceeding £100,000,

as such terms are defined in Part 14 of the Companies Act during the period beginning on the date of the passing of this resolution and ending on the date of the Company's next annual general meeting, provided that the aggregate of all expenditure under sub-paragraphs (a), (b) and (c) of this resolution shall not exceed £100,000 in total.

05

Renewal of authority to allot shares

13. That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,602,268 to:

1. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
2. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 27 September 2024), but in each case, during this period the Company may make offers or enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance to any such offer or agreement as if the authority had not expired.

Disapplication of pre-emption rights

14. That, subject to the passing of Resolution 13 and in place of all existing powers, the Directors be generally empowered pursuant to section 570 and section 573 of the Companies Act to allot equity securities (as defined in the Companies Act) for cash, pursuant to the authority conferred by resolution 13 as if section 561(1) of the Companies Act did not apply to the allotment. This power:

1. expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 27 September 2024), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
2. shall be limited to the allotment of equity securities in connection with an offer of equity securities:
3. 1. to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. shall be limited to the allotment of equity securities for cash or otherwise up to an aggregate nominal amount of £240,340.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by Resolution 13' were omitted.