AGM Information • May 29, 2025
AGM Information
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to be held on Thursday, 26 June 2025
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.
We look forward to welcoming you to Trainline's 2025 Annual General Meeting at our London office."
Brian McBride Chair

Trainline plc ('Trainline' or the 'Company') will be holding its Annual General Meeting (the 'AGM') on Thursday, 26 June 2025 at 120 Holborn, London, EC1N 2TD with the meeting set to start at 8:30am.
The official business of the AGM is set out on pages 3 to 5 of this notice of AGM (the 'Notice').
The Company's Board of Directors (the 'Board') is pleased to invite shareholders to attend the 2025 AGM at our London office, 120 Holborn, London, EC1N 2TD, 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 6 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 [email protected] 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 www.trainlinegroup.com/AGM.
All current Directors will stand for re-election at the AGM, in line with the provisions of the 2024 UK Corporate Governance Code. Having considered the performance of, and contribution made by each of Director, the Board considers each Director to be fully effective and committed to their role and recommends them all for election or reelection. The Board of Directors' biographies are detailed on pages 57 to 58 of the FY2025 Annual Report.
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 shareholdings.
Chair 7 May 2025
Notice is hereby given that the Annual General Meeting (the 'Meeting' or 'AGM') of Trainline plc (the 'Company') will be held at 120 Holborn, London, EC1N 2TD on Thursday, 26 June 2025 at 8:30am to consider and vote on the resolutions below. Resolutions 15 to 18 will be proposed as special resolutions, with the remainder being proposed as ordinary resolutions.
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 AGM, provided that the aggregate of all expenditure under sub-paragraphs (a), (b) and (c) of this resolution shall not exceed £100,000 in total.
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, such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 25 September 2026), 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.
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
(c) shall, in addition to the power granted in Resolution 15(b), apply to the allotment of equity securities for cash or otherwise up to an aggregate nominal amount of £215,864.
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 14" were omitted.
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 14" were omitted.
By order of the Board
Company Secretary 7 May 2025
Registered office: 120 Holborn, London, England EC1N 2TD
Where no specific instruction is given, your proxy may vote at his/her own discretion or refrain from voting, as he or she sees fit. You can appoint more than one proxy in relation to the meeting provided that each is appointed to exercise the rights attaching to different shares held by you. Details of how to appoint a proxy are set out in the notes to the Proxy Form.
You may vote on the resolutions by proxy online at www.shareview.co.uk.
If you are unable to vote electronically, you may still vote via post by completing and returning your Proxy Form to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
To be valid your proxy instruction must be received by Equiniti at least 48 hours before the appointed time of the Meeting, that is to say, no later than 8:30am on 24 June 2025. Voting online is quicker, more environmentally sustainable and more secure than paper voting.
You can register the appointment of a proxy or proxies or voting instructions for the Meeting electronically by visiting www.shareview.co.uk. You will need to create an online portfolio using your Shareholder Reference Number which is printed on your Proxy Form. Once logged in simply click "View" on the "My Investments" page, click on the link to vote and follow the on-screen instructions. Full details of the procedures are given on the website. The proxy appointment and/or voting instructions must be received by Equiniti at least 48 hours before the appointed time of the Meeting, no later than 8:30am on 24 June 2025. Please note that any electronic communication sent to the Company or the Registrar that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Equiniti Limited's conditions of use set out on the website, www.shareview.co.uk.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, pursuant to an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, pursuant to any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The rights relating to proxies set out above do not apply directly to Nominated Persons. The rights to appoint proxies can only be exercised by registered holders of shares.
For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) no later than 8:30am on 24 June 2025, or, in the event of an adjournment of the Meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection thereto, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 8:30am on 24 June 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.
If two or more corporate representatives purport to vote in respect of the same shares: (a) if they purport to exercise the power in the same way as each other, the power shall be treated as exercised in that way; and (b) in other cases, the power shall be treated as not exercised.
Shareholders meeting the threshold requirements set out in section 527 of the Companies Act have the right to request that the Company publish a statement on its website setting out any matter that such shareholders propose to raise at the meeting relating to the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting. The request must be received by the Company by 19 June 2025 (being at least one week before the Meeting) and the Company may not charge the requesting shareholders for website publication of such a statement.
The Company must also forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website. The business which may be dealt with at the AGM includes any website statement relating to audit concerns.
You may not use any electronic address provided either in this Notice of Annual General Meeting; or any related documents to communicate with the Company for any purposes other than those expressly stated.
An explanation of Resolutions 13 to 18 is set out below.
The Company does not propose or intend to make political donations, within the normal meaning of that expression. However, as the definition of political donations in the Companies Act 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.
This resolution will give the Directors the general authority to allot new shares, and grant rights to subscribe for, or convert any security into, shares, up to a maximum nominal value of £1,439,099 which is equal to approximately one-third of the issued share capital of the Company as at 6 May 2025, being the latest practicable date prior to the publication of this document.
The Directors have no present intention of exercising this authority but consider it prudent to maintain the flexibility that this authority provides. As at 6 May 2025, being the latest practicable date prior to the publication of this document, the Company does not hold any treasury shares. This authority will remain in force until the conclusion of the Annual General Meeting of the Company in 2026 at which the Company is likely to seek renewal of the authority (or, if earlier, at the close of business on 25 September 2026).
Part (b) of this resolution applies to an allotment of equity securities on a pre-emptive basis, but allows the directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders.
Part (c) of this resolution would allow the Directors, in addition to the authority granted in part (b). to allot shares, or grant rights to subscribe for, or convert securities into, shares, and/or sell treasury shares for cash without having to offer such shares to existing shareholders up to a maximum nominal value of £215,864, which is approximately 5% of the Company's issued share capital as at 6 May 2025, being the latest practicable date prior to the publication of this document.
While the Directors do not currently intend to allot shares pursuant to the authority under this resolution, the Directors wish to ensure that the Company has maximum flexibility in managing the Group's capital resources. Further the Directors do not intend to issue, pursuant to the authority under this resolution, more than 7.5% of the issued share capital of the Company on a non-pre-emptive basis in any rolling three-year period, without prior consultation with shareholders. This authority will expire at the conclusion of the Annual General Meeting of the Company in 2026 at which the Company is likely to seek renewal of the authority (or, if earlier, at the close of business on 25 September 2026).
The Board has noted the increased limits and flexibility permitted by the Pre-Emption Group's Statement of Principles published in 2022 (the 'Statement of Principles') but has opted to continue to rely on the limits under the 2015 Statement of Principles at this time. This will be reviewed annually.
This resolution would give the Directors the authority, in addition to the authority granted in Resolution 15, on a nonpre-emptive basis, to allot shares for cash and/or sell treasury shares up to a maximum nominal value of £215,864, which is approximately 5% of the Company's issued share capital as at 6 May 2025, being the latest practicable date prior to the publication of this document, without having to offer such shares to existing shareholders for the purposes of financing (or refinancing, if the waiver is used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles.
There are no current plans to allot shares pursuant to the authority under this resolution, however, the Directors wish to ensure that the Company has maximum flexibility in managing the Group's capital resources. This authority will expire at the conclusion of the Annual General Meeting of the Company in 2026 at which the Company is likely to seek renewal of the authority (or, if earlier, at the close of business on 25 September 2026).
This resolution will authorise the Company to make market purchases of up to 43,172,978 shares, being just under 10% of the Company's issued share capital as at 6 May 2025, being the latest practicable date prior to the publication of this document, and specifies the minimum and maximum prices at which the Shares may be bought. This authority will expire at the conclusion of the next Annual General Meeting of the Company . Renewal of this authority is likely to be sought at the Annual General Meeting each year.
The Directors confirm that they will exercise this buyback authority only when, in light of the prevailing market conditions and in accordance with the Capital Allocation Policy, they consider such purchases would result in an increase in earnings per share and would be in the best interests of shareholders generally. More information on the Capital Allocation Policy is available on page 82 of the FY2025 Annual Report. Any shares purchased would be effected by a purchase in the market and may either be cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share schemes. As at 6 May 2025, being the latest practicable date prior to the publication of this document, the total number of options to subscribe for shares in the Company was 15.3 million (approximately 3.5% of the Company's issued share capital and approximately 3.9% of the Company's issued share capital if the full authority proposed by Resolution 17 was used and the shares purchased were cancelled).
Under the Companies Act, all general meetings must be held on 21 days' notice unless shareholders approve a shorter notice period subject to a minimum of 14 clear days. Annual general meetings must continue to be held on at least 21 clear days' notice. This resolution seeks to approve an equivalent authority granted to the Directors at last year's general meeting to call general meetings (other than an annual general meeting) on 14 clear days' notice. The approval will be effective until the Company's next Annual General Meeting, when it is expected that a similar resolution will be proposed. In order to allow for the shorter notice period, the Company will make electronic voting available to all shareholders. The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by time-sensitive matters and is thought to be to the advantage of shareholders as a whole.
Many of our shareholders find that the easiest way to manage their shareholding is online by setting up a Shareview portfolio at www.shareview.co.uk. This is a free, easy and secure service provided by the Company's Registrars, Equiniti Limited ('Equiniti').
For more information and to register for this service, please visit www.shareview.co.uk. Registration can be completed within minutes in just four easy steps. Please note, you will need your Shareholder Reference Number.
We encourage everyone connected with Trainline to make more environmentally sustainable choices and we therefore urge you to move to electronic communications where possible in place of receiving traditional paper copies by post.
If you would like to sign up to receive all future shareholder communications electronically, please register with Shareview by visiting www.shareview.co.uk. Once you have signed up, you will receive an email to let you know when shareholder documents become available on our website, including our preliminary and interim financial results, notices of shareholder meetings and other shareholder documents.
Many of our shareholders hold more than one account on our share register and receive duplicate documentation from us as a result. If you have been receiving duplicate documents, please contact Equiniti who can combine your accounts.
If you have a query relating to your shareholding, the most efficient way to have it resolved is to contact Equiniti directly using one of the methods listed in the 'Useful contacts' section below.
Trainline does not endorse any investment services or share dealing services. If you are contacted by someone offering either of these services, particularly if they contact you unexpectedly, apply pressure and ask you to transfer your shares, we recommend that before you take any action you read the Financial Conduct Authority ("FCA") guidance on how to protect yourself from scams available here: www.fca.org.uk/scamsmart or by calling the FCA Consumer Helpline on 0800 111 6768.
For enquiries relating to investor relations, please contact us via email at [email protected]. For press enquiries, please contact us via email at: [email protected].
Equiniti Limited Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
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