Trainline PLC

AGM Information • Jun 29, 2023

National Storage Mechanism | Additional information

RNS Number : 4206E

Trainline PLC

29 June 2023

29 June 2023

Trainline plc ("Trainline" or the "Company")

Result of AGM

Trainline plc (the "Company") announces that all resolutions proposed at the Annual General Meeting of the Company held on 29 June 2023 were passed by shareholders.

Trainline plc Annual General Meeting Poll Results

Resolution		Votes For	%	Votes Against	%		Votes Total	% Of ISC Voted		Votes Withheld
1	To receive and approve the audited accounts for the year ended 28 February 2023, together with the strategic report, directors' report and auditors' report.	413,147,670	100.00	166	0.00		413,147,836	85.95		5,272,492
2	To receive and approve the Directors' Remuneration Report for the year ended 28 February 2023	380,075,305	90.84	38,342,522	9.16		418,417,827	87.05		2,501
3	To re-elect Andy Phillipps as a Director	410,594,476	98.14	7,767,069	1.86		418,361,545	87.04		3,107
4	To re-elect Brian McBride as a Director	322,439,601	77.07	95,921,944	22.93		418,361,545	87.04		3,107
5	To re-elect Duncan Tatton-Brown as a Director	410,599,433	98.14	7,762,112	1.86		418,361,545	87.04		3,107
6	To re-elect Jennifer Duvalier as a Director	406,350,136	97.13	12,011,140	2.87		418,361,276	87.04		3,376
7	To re-elect Jody Ford as a Director	418,234,353	99.97	123,277	0.03		418,357,630	87.03		7,022
8	To elect Peter Wood as a Director	417,992,460	99.91	365,114	0.09		418,357,574	87.03		7,078
9	To elect Rakhi Goss-Custard as a Director	396,837,074	94.86	21,524,202	5.14		418,361,276	87.04		3,376
10	To re-appoint PricewaterhouseCoopers LLP as auditors of the Company	415,705,750	99.35	2,704,695	0.65		418,410,445	87.05		3,207
11	To authorise the Directors to determine the remuneration of the auditors	418,371,967	99.99	45,860	0.01		418,417,827	87.05		2,501
12	To authorise political donations	414,602,926	99.09	3,809,715	0.91		418,412,641	87.05		7,687
13	To authorise the Directors to allot shares, and grant rights to subscribe for or to convert securities into shares under section 551 Companies Act 2006	416,862,964	99.64	1,497,326	0.36		418,360,290	87.04		4,362
14	To disapply statutory pre-emption rights under section 570 Companies Act 2006 up to 5% of share capital*	418,335,137	99.99	25,153	0.01		418,360,290	87.04		4,362
15	To disapply statutory pre-emption rights under section 570 Companies Act 2006 up to an additional 5% of share capital to finance acquisitions and capital investments*	413,182,972	98.76	5,177,318	1.24	418,360,290		87.04	4,362
16	To authorise the Company to make market purchases of its own ordinary shares*	413,354,520	98.83	4,909,408	1.17	418,263,928		87.01	100,724
17	To authorise the Company to call general meetings on not less than 14 clear day's notice*	413,431,775	98.82	4,926,954	1.18	418,358,729		87.03	2,926

*Special resolutions

Results of the poll can also be viewed on the Company's website:  https://www.trainlinegroup.com/AGM

Please note a 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' a resolution.

The total number of shares in issue as at 29 June 2023 was 480,680,508 Ordinary shares.

The Company has engaged with shareholders that did not support resolution 4, who confirmed that their votes were due to the Board not yet aligning with the female representation on Boards target set by the Hampton-Alexander Review. The Board and the Nomination Committee have taken steps to address Board composition and recognise this requires further action.

The Board unanimously supports the Chair's re-election. We will continue to engage with shareholders and will publish an update in accordance with the UK Corporate Governance Code, within six months of the AGM with a final summary provided in the Company's next Annual Report.

In accordance with Listing Rule 9.6.2 copies of the resolutions will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism 

Enquiries

For investor enquiries, Andrew Gillian            investors@trainline.com

For media enquiries, Chris Atkinson                +44 7980 698 316 / press@trainline.com       

Brunswick Group

Simone Selzer                                                    +44 207 404 5959 / trainline@brunswickgroup.com

About Trainline 

Trainline (www.trainline.com) is the leading independent rail and coach travel platform selling rail and coach tickets to millions of travellers worldwide, enabling them to seamlessly search, book and manage their journeys all in one place via its highly rated website and mobile app. Trainline is a one‐stop shop for rail and coach travel bringing together millions of routes, fares and journey times from rail and coach carriers across Europe.

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