Trainline PLC — AGM Information 2020

Jun 25, 2020

COMPANY LMITED BY SHARES

RESOLUTIONS OF TRAINLINE PLC ("the Company")

Passed 25 June 2020

We set out below the full text of those resolutions duly passed at the AGM of Trainline plc on 25 June 2020.

ORDINARY RESOLUTIONS:

Directors' Remuneration Policy

1. To approve the directors' remuneration policy, as set out in the director's remuneration report on pages 61 to 68 of the Company's annual report for the financial year ended 29 February 2020, which if approved, will take effect immediately after the end of the Meeting.

Amendments to the Trainline plc Performance Share Plan Rules

1. That:

(a) the rules of the Trainline plc Performance Share Plan (the "PSP Rules"), be hereby amended as shown in the copy of the draft rules produced to the Meeting and initialled by the Chair of the Meeting (for the purpose of identification only) to enable the grant of awards up to 400% of annual base salary in exceptional circumstances but only for newly hired executive directors and solely for their first awards; and

(b) the Directors and the Company be authorised to do all acts and things necessary to carry such amendments into effect.

Political Donations

1. That, in accordance with section 366 and 367 of the Companies Act 2006 (the "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:

(a) make donations to political parties and/or independent election candidates not exceeding £100,000;

(b) make political donations to political organisations, other than political parties, not exceeding £100,000; and

(c) incur political expenditure not exceeding £100,000,

as such terms are defined in Part 14 of the 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 paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

Authority to Allot Shares

1. (a) That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to:

(i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:

(A) up to an aggregate nominal amount of £1,602,268; and

(B) comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £3,204,536 (including within such limit any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue:

(I) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

(II) to people who are 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 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;

for a period expiring (unless previously renewed, varied or revoked by the Company at 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 25 September 2021); and

(ii) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

(b) that, subject to paragraph (c), all existing authorities given to the Directors pursuant to section 551 of the Act be revoked by this resolution; and

(c) that paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

As SPECIAL RESOLUTIONS:

Disapplication of Pre-emption Rights

1. 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 Act to allot equity securities (as defined in the Act) for cash, pursuant to the authority conferred by resolution 13 as if section 561(1) of the Act did not apply to the allotment. This power:

(a) expires (unless previously renewed, varied or revoked by the Company in 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 25 September 2021), 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

(b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 13(a)(i)(B), by way of a rights issue only):

(i) to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) 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

(c) in the case of the authority granted under resolution 13(a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) 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 Act as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by resolution 13' were omitted.

Disapplication of Pre-emption Rights for Acquisitions and Other Capital Investments

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

(a) expires (unless previously renewed, varied or revoked by the Company in 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 25 September 2021), 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

(b) in the case of the authority granted under resolution 13(a)(i)(A) shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £240,340 and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within six 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 on Disapplying Preemption Rights most recently published by the Pre-emption Group prior to the date of the notice of the meeting.

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 Act as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by resolution 13' were omitted.

Authority to Purchase Own Shares

1. That, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1 penny each in the capital of the Company ("Shares") on such terms as the Directors think fit, provided that:

(a) the maximum aggregate number of Shares which may be purchased is 48,068,050;

(b) the minimum price, exclusive of any expenses, which may be paid for each Share is 1 penny;

(c) the maximum price, exclusive of any expenses, which may be paid for each Share is an amount equal to the higher of:

(i) 105% of the average of the middle market quotations of a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase is carried out; and

(d) this authority will expire at the end of the next annual general meeting of the Company, except in relation to the purchase of Shares under this authority the contracts for which are made before the expiry of this authority and which are executed wholly or partly thereafter.

General Meetings

1. That, a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice.

Neil Murrin Company Secretary