Trainline PLC

Remuneration Information • May 31, 2022

TRAINLINE PLC

TRAINLINE PLC PERFORMANCE SHARE PLAN

Adopted by the Board on 10 June 2019 Approved by shareholders on 20 June 2019 Amended by shareholders on 25 June 2020

1.	GRANT OF AWARDS 1
2.	PERFORMANCE CONDITIONS 1
3.	NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED 2
4.	VESTING OF AWARDS 3
5.	HOLDING PERIOD 54
6.	ENTITLEMENT TO DIVIDEND EQUIVALENTS 5
7.	LEAVERS 65
8.	LAPSE OF AWARDS 7
9.	CORPORATE EVENTS – TAKEOVERS AND WINDING UP 87
10.	CORPORATE EVENTS - ROLLOVER OF AWARDS 98
11.	CORPORATE EVENTS – DEMERGERS, SPECIAL DIVIDENDS ETC. 109
12.	MALUS AND CLAW-BACK ARRANGEMENTS 10
13.	TAXATION 1211
14.	AMENDMENT OF PLAN 12
15.	DATA PROTECTION 1312
16.	RELATIONSHIP OF PLAN TO CONTRACT OF EMPLOYMENT 1312
17.	GENERAL 1413
18.	GOVERNING LAW 1615
Schedule 1 1716
1.	INTERPRETATION 1716
2.	DEFINITIONS 1716

TRAINLINE PLC PERFORMANCE SHARE PLAN

RULES

1. GRANT OF AWARDS

• 1.1 During a Grant Period, the Committee may grant Awards to any Executives it, in its absolute discretion, determines.
• 1.2 The Committee shall determine whether an Award will take the form of an Option, a Conditional Award or a Phantom Award.
• 1.3 Each Award shall be evidenced by an Award Certificate issued by the Company and shall specify (amongst other things):
• (a) whether the Award is an Option, a Conditional Award, a Phantom Award or combination of those;
• (b) where the Award takes the form of an Option, the Option Exercise Price (if any) and Option Exercise Period;
• (c) the Performance Conditions;
• (d) the Vesting Date;

(e) the Holding Period (if any);

(e)(f) the Remuneration Cap (if any (and, for the avoidance of doubt, different Remuneration Caps may be applied to different Participants)); and

(f)(g) whether the Award attracts Dividend Equivalents.

• 1.4 The Committee may require a Participant to sign and return within a specified period a copy of the Award Certificate or other document acknowledging his or her agreement to be bound by the terms of the Plan and may determine that a Participant's failure to do so within the specified period shall cause the Award to lapse and shall be treated as if it had never been granted.
• 1.5 The grant of any Award under the Plan shall be subject to any applicable Dealing Restrictions.

2. PERFORMANCE CONDITIONS

• 2.1 The Vesting of all Awards will be dependent upon the satisfaction of Performance Conditions that are considered by the Committee to be appropriate to the strategic objectives of the Group.

• 2.2 The Committee may determine that an Award should be subject to multiple Performance Conditions or that an Award should be sub-divided and that each part be subject to a different condition.

• 2.3 The Committee can set different Performance Conditions for Awards granted in different years (in terms of the type of condition, the weighting given to that condition and the targets applicable to each condition).

• 2.4 An Award will Vest as to the percentage of Shares (or, in the case of an Award which is granted in the form of a Phantom Award, notional Shares) determined in accordance with the Performance Conditions.
• 2.5 The Committee may vary the Performance Conditions applying to existing Awards if an event occurs or there are circumstances (for example, an acquisition or disposal of a business or a significant part of a business) such that the conditions are no longer a fair measure of performance provided that, in the reasonable opinion of the Committee, the new conditions are not materially less challenging than the original conditions would have been but for the event or circumstances in question. In exercising any power to vary the Performance Conditions, the Committee will have regard to ensuring fairness between Participants and shareholders.
• 2.6 The Committee shall, as soon as reasonably practicable, notify a Participant of any determination made under rule 2.5.
• 2.7 An Award shall lapse to the extent the Performance Conditions are not met at the relevant Vesting Date.

3. NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED

Individual Limits

• 3.1 Subject to rule 3.3 the maximum aggregate value of Awards which an Executive may be granted in respect of any financial year is 6250 per cent of Basic Salary and no Award shall be granted which would cause this limit to be exceeded, provided that the Committee may, in exceptional circumstances, determine that a newly hired executive director of the Company may be granted an initial Award of up to 400 per cent of Basic Salary. For this purpose 'aggregate value' means the Market Value, or average Market Value calculated over a period of not more than 30 days preceding the Date of Grant, of the maximum number of Shares that may be acquired on realisation of all the Awards granted to the Executive in respect of that financial year (in each case as measured at the Date of Grant of the relevant Award).
• 3.2 Subject to rule 3.3 if the grant of any Award would result in the breaching of the limit in rule 3.1, that Award shall be treated as taking effect over the maximum number of Shares over which it could have been granted without breaching such limit.
• 3.3 Notwithstanding rules .3.1 and 3.2, the Committee may grant an Award to an Employee with a maximum aggregate value in excess of 6250 per cent. of Basic Salary provided always that such excess may only be satisfied with Shares purchased on the market and may not be satisfied by an issuance of new Shares or the delivery of Shares from treasury. For the avoidance of doubt, such excess shall not count towards the percentage limits set out in rules 3.4 and 3.5.

Plan Limits

• 3.4 No Award shall be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the Vesting, or in the case of Options, exercise of that Award and any other Award granted at the same time, when added to the number of Shares that:
• (a) could be issued on the vesting of any subsisting share awards or exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other Employees' Share Scheme established by the Company; and
• (b) have been issued on the vesting of any share awards or the exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other Employees' Share Scheme established by the Company,

would exceed 10 per cent of the ordinary share capital of the Company for the time being in issue.

• 3.5 No Award shall be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the Vesting, or in the case of Options, exercise of that Award and any other Award granted at the same time, when added to the number of Shares that:
• (a) could be issued on the vesting of any subsisting share awards or the exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other discretionary share schemes established by the Company; and
• (b) have been issued on the vesting of any share awards or the exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other discretionary share schemes established by the Company,

would exceed 5 per cent of the ordinary share capital of the Company for the time being in issue.

• 3.6 Reference in this rule 3 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares. The delivery of Shares from treasury shall also count towards the percentage limits set out in rules 3.43.4 and 5 above for so long as institutional shareholder guidelines recommend this.
• 3.7 In determining the above limits no account shall be taken of any Shares attributable to an Award which was released, lapsed or otherwise became incapable of Vesting or exercise.

4. VESTING OF AWARDS

4.1 Except as otherwise provided in these rules and unless the Committee decides otherwise at the Date of Grant, an Award shall Vest on the Vesting Date to the extent that the Performance Conditions which apply to that Award have been met.

• 4.2 Save as otherwise permitted in these rules, and subject to any applicable Holding Period, an Award will only Vest if the Participant has remained an Executive during the relevant Performance Period and until the Vesting Date.
• 4.3 As soon as reasonably practicable after the end of the Performance Period the Committee shall notify Participants of the extent , subject to any Remuneration Cap, to which the Performance Conditions have been satisfied and the Award has Vested.
• 4.34.4 Where an Award shall Vest under any rule of this Plan, and if that Award has been granted subject to a Remuneration Cap, the Committee shall, where applicable, reduce the number of Shares in respect of which an Award Vests (or the cash amount payable in respect of a Phantom Award) so as to ensure that the pre-tax value of the Award that Vests does not exceed such Remuneration Cap and the Award shall, for all purposes, be treated as having Vested only in respect of such lower number of Shares or amount. The portion of an Award that does not Vest as a result of the application of the Remuneration Cap shall immediately lapse.
• 4.44.5 Options. On the Vesting of an Award which takes the form of an Option the Participant may, subject to any shorter period imposed pursuant to the Plan, exercise the Option over some or all of the Vested Shares during the Option Exercise Period.
• 4.54.6 The Participant may exercise a Vested Option by written notice to the Company in such form as the Committee may prescribe.
• 4.64.7 If, during the period in which an Option may otherwise be exercised under these rules, the Participant is subject to any Dealing Restrictions, the applicable period shall be suspended until such later date as those Dealing Restrictions lift provided that no Option may be exercised more than ten years after its Date of Grant.
• 4.74.8 Save as otherwise provided in these rules, the Company shall procure the issue or transfer of the Vested Shares to the Participant as soon as reasonably practicable after the exercise date and in any event within 90 days.
• 4.84.9 If a Participant has not exercised his Option before the last day of the Option Exercise Period, provided that the Option Exercise Price is less than the Market Value of a Share on that day, the Option shall be deemed to have been exercised on the last day of the Option Exercise Period.
• 4.94.10Conditional Awards. On the Vesting of an Award which takes the form of a Conditional Award a Participant need take no action and the Company shall, save as otherwise provided in these rules, procure the issue or transfer of the Vested Shares to the Participant as soon as reasonably practicable after the Vesting Date and in any event within 90 days.
• 4.104.11 Phantom Awards. On the Vesting of an Award which takes the form of a Phantom Award, the Company shall pay, or procure the payment of, a

cash sum to the Participant equal to the Final Value subject to such deductions as are required by applicable law. The Committee may in its discretion procure payment of the cash sum in sterling or the equivalent in a Participant's local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine). The cash sum will be paid in the next reasonably practicable payroll following the Vesting Date.

• 4.114.12 If for any reason the Committee considers that it is impractical or legally onerous to deliver Shares in satisfaction of a Vested Award, it may instead pay or procure the payment to the Participant of a cash sum equal to the Final Value of the Vested Shares, subject to such deductions as are required by applicable law. The Committee may in its discretion procure the payment of any cash sum in sterling or the equivalent in a Participant's local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine).
• 4.124.13 Notwithstanding the above, a Participant's Award shall not Vest and, in the case of Awards that have Vested but in respect of which the Holding Period has not been satisfied, the Holding Period shall be extended if and for so long as that Participant is under investigation for, or has been suspended from their employment by reason of, suspected Misconduct.

5. HOLDING PERIOD

• 5.1 At the Date of Grant the Committee shall in its absolute discretion determine whether or not to impose a mandatory holding period on the Vested Shares to be allotted or transferred to a Participant on the Vesting of the Award (including Shares to be issued or transferred on exercise of an Option that has Vested) (a Holding Period). Notwithstanding any other provisions of these Rules, the Shares subject to the Holding Period may not be transferred, assigned, sold, pledged or otherwise disposed of during the Holding Period save to satisfy any Tax liability of the Participant incurred in connection with the Award. The Committee may impose such requirements as it considers necessary or desirable to ensure Participants observe the Holding Period including, but not limited to, requiring Participants to hold the Shares via a nominee.
• 5.2 Where a Participant ceases to be an Executive for any reason (and whether before or during a Holding Period), the Holding Period described in 5.1 shall, unless the Committee determines otherwise in respect of some or all of the Shares in an Award, continue to apply.
• 5.3 A Participant shall take such steps as the Committee may reasonably require to satisfy the Committee as to the Participant's observance of the Holding Period.

6. ENTITLEMENT TO DIVIDEND EQUIVALENTS

• 6.1 The Committee may in its discretion grant an Award on the basis that it carries Dividend Equivalents.
• 6.2 If an Award has been granted on the basis that it carries Dividend Equivalents, the Participant will be entitled to additional Shares or, if the Committee so

determines, a cash payment equal in value to the dividends which would have been paid on the Shares which have Vested during the Vesting Period, such Dividend Equivalent to accrue on the date on which the Company pays an interim or final dividend in respect of Shares and to be paid on or around the date an Award is satisfied by the Company.

• 6.3 Dividend Equivalents will be calculated in such manner as the Committee in its absolute discretion determines and in particular the Committee may determine on a case by case basis during the Vesting Period whether it will be calculated by reference only to ordinary dividends or also by reference to any special dividends or distributions, super dividends or dividends-in-specie.
• 6.4 For the avoidance of doubt, nothing in this rule 6 represents an entitlement to actual dividends on the underlying Shares, by reason of the Participant not being the beneficial owner of the Shares at that time.
• 7. LEAVERS
• 7.1 Where a Participant ceases to be an Executive at any time before the Vesting Date applicable to an Award by reason of:
• (a) death;
• (b) injury, disability or ill-health (in each case, as agreed by the Committee);
• (c) the sale of the business or company in which the Participant is employed out of the Group; or
• (d) any other reason where the Committee so determines in its absolute discretion,

the Award shall continue, and will Vest on the original Vesting Date in accordance with rule 7.2, save that the Committee may determine that an Award shall instead Vest on the Termination Date in accordance with rule 7.3.

• 7.2 Where an Award Vests on the original Vesting Date in accordance with this rule 7.2, the number of Shares in respect of which the Award Vests shall be determined:
• (a) by reference to the extent to which the Performance Conditions are met at the end of the Performance Period; and
• (b) by multiplying the number of Shares resulting from rule 7.2(a) by the fraction A/B, where A is the number of complete months from the start of the Performance Period to the Termination Date but may not be greater than B and B is the number of months in the Performance Period, SAVE THAT the Committee may, in its absolute discretion, disapply in whole or in part the application of the time pro-rating fraction.

• 7.3 Where the Committee determines that an Award may Vest on the Termination Date in accordance with this rule 7.3, the number of Shares in respect of which the Award Vests shall be determined:

• (a) by reference to the extent to which the Performance Conditions are met on the Termination Date, subject to modification if the Committee considers that the Performance Conditions would be met to a greater or lesser extent at the end of the original Performance Period; and

• (b) by multiplying the number of Shares resulting from rule 7.3(a) by the fraction A/B, where A is the number of complete months from the start of the Performance Period to the Termination Date but may not be greater than B and B is the number of months in the Performance Period.
• 7.4 Where an Award which may Vest or be exercised under this rule 7 takes the form of an Option, the Committee may specify the Option Exercise Period during which that Option may be exercised and that period may be shorter or longer than the Option Exercise Period stated in the Award Certificate.
• 7.5 Where a Participant ceases to be an Executive at any time before the Vesting Date applicable to an Award, any unvested Award or part of an Award that does not or may not Vest pursuant to rule 7.1 shall lapse on the Termination Date and any Award granted as an Option which is Vested but unexercised as at the Termination Date may be exercised during such period as the Committee may determine.
• 7.6 A Participant will not cease to be an Executive for the purposes of these rules if they cease to be employed by a member of the Group but continue to be or are immediately afterwards employed by another member of the Group.
• 7.7 Where a Participant ceases to be employed by a member of the Group at any time before the Vesting Date applicable to an Award by reason of the demerger by the Company of the business or division in which they are employed, the Committee may determine for some or all Participants leaving the Group as a result of the demerger that part or all of the Award shall Vest (in which case the provisions of rule 7.1 or 7.3 shall apply) and/or that Awards held by such Participants should be rolled over into equivalent awards over shares in the demerged company (or such terms as the Committee shall agree with that company). This is without prejudice to the operation of the provisions in rule 11.1 in the event of a demerger.

8. LAPSE OF AWARDS

• 8.1 Awards shall lapse upon the occurrence of the earliest of the following events:
• (a) to the extent that it is determined by the Committee that the Performance Conditions applicable to an Award have not been met following the expiry of the relevant Performance Period, the expiry of that Performance Period;
• (b) the Participant ceasing to be an Executive other than in the circumstances specified in rule 7.1;

• (c) in relation to an Award which is granted in the form of an Option, the expiry of the Option Exercise Period;

• (d) the expiry of any relevant period specified in rule 9;

• (e) unless the Committee determines otherwise, the Participant being deprived of the legal or beneficial ownership of the Award by operation of law, or doing or omitting to do anything which causes them to be so deprived including becoming or being declared bankrupt;
• (f) any purported transfer of an Award otherwise than as permitted by rule 17.3; or
• (g) to the extent that an Award fails to Vest or be exercised under rule 7.1 or 7.3.

9. CORPORATE EVENTS – TAKEOVERS AND WINDING UP

• 9.1 This rule 9 applies if:
• (a) any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making:
  • (i) a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied, the person making the offer will have Control of the Company; or
  • (ii) a general offer to acquire all of the Shares;
• (b) any person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006;
• (c) any person becomes bound or entitled to acquire Shares in the Company under sections 979 to 989 of the Companies Act 2006; or
• (d) notice is given of a resolution for the voluntary or compulsory winding-up of the Company,

(each a Relevant Event).

• 9.2 Subject to rules 9.4 and 10, where this rule 9 applies, all outstanding Awards will Vest on the Relevant Date in accordance with rule 9.3, and in the case of an Award granted in the form of an Option shall be automatically exercised on the Relevant Date, provided that any Option Exercise Price is at least equal to the relevant offer price or consideration (as determined by the Committee). Where this rule 9.2 applies, and subject to rules 9.4 and 10, any outstanding Awards granted in the form of Options that are not exercised on the Relevant Date shall lapse automatically.
• 9.3 Where an Award Vests under rule 9.2, the number of Shares in respect of which the Award shall Vest shall be determined by:
• (a) by reference to the extent to which the Performance Conditions are met as at the Relevant Date, subject to modification if the Committee considers that the Performance Conditions would have been met to a

greater or lesser extent at the end of the original Performance Period; and

• (b) multiplying the number of Shares resulting from rule 9.3(a) by the fraction A/B (where A is the number of complete months from the start of the Performance Period to the Relevant Date but may not be greater than B and B is the total number of months in the Performance Period), save that the Committee may, in its absolute discretion, disapply in whole or part the application of the time pro-rating fraction. Any part of any unvested Award which does not vest in accordance with this rule 9.3 shall lapse on the date of the Relevant Event.
• 9.4 Without prejudice to the operation of rule 10, Awards shall not Vest or be exercised without the consent of the Committee under the foregoing provisions of this rule 9 if the purpose and effect of the Relevant Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the Relevant Event. Unless the Committee determines otherwise in its absolute discretion, an Award will in such circumstances be exchanged for an equivalent award in accordance with rule 10 below and notice of a replacement award shall be issued to each affected Participant accordingly.

10. CORPORATE EVENTS - ROLLOVER OF AWARDS

• 10.1 If any other business entity (the acquiring company):
• (a) obtains Control of the Company as a result of making:
  • (i) a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the acquiring company will have Control of the Company; or
  • (ii) a general offer to acquire all the Shares; or
• (b) proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006; or
• (c) becomes bound or entitled to acquire shares in the Company under sections 979 to 989 of the Companies Act 2006,

and the acquiring company notifies Participants of an offer of a replacement award, then, on the Relevant Date, for any Award which has not lapsed (the old award) a Participant may choose, or at the discretion of the Committee (as constituted prior to the Relevant Date) shall be required, to release and accept in consideration of that release an award (the new award) which (in the opinion of the Committee) is equivalent to the old award but relates to shares in a different company (whether the acquiring company itself or another company) (the new grantor).

10.2 The provisions of the Plan shall be construed as if:

• (i) the new award were an award granted under the Plan at the same time as the old award;
• (ii) references to the Company in the rules were references to the new grantor;
• (iii) references to the Committee in the rules were references to the board of directors of the new grantor or any duly authorised committee thereof;
• (iv) references to Shares were references to shares in the new grantor; and
• (v) the Vesting Date in relation to the new award was the same as that in relation to the old award.
• 10.3 Subject to rule 9.3, if notice is given by an acquiring company under rule 10.1 and a Participant may choose whether or not to release an old award and accept in consideration for that release a new award and chooses not to, the old award will vest and be exercised in accordance with rule 9.2.

11. CORPORATE EVENTS – DEMERGERS, SPECIAL DIVIDENDS ETC.

• 11.1 Without prejudice to rule 7.7, if the Committee becomes aware that the Company is or is expected to be affected by a Capital Reorganisation or the implementation by the Company of any demerger, dividend in specie, super-dividend or other transaction which, in the opinion of the Committee, would affect the current or future value of any Awards, the Committee, acting fairly, reasonably and objectively, may in its absolute discretion:
• (a) allow some or all Awards to Vest on such basis as the Committee may reasonably determine, including the date on which such Awards may Vest and/or be exercised and whether such Awards shall lapse at the end of the specified period; and/or
• (b) adjust in such manner as the Committee may determine the price payable by a Participant on Vesting (or exercise of an Option) (if any), the description of Shares and the number of Shares comprised in an Award. Any adjustment to Awards made pursuant to this rule shall be notified to the relevant Participant.

12. MALUS AND CLAW-BACK ARRANGEMENTS

• 12.1 Notwithstanding any other rule of the Plan, if one or more of the circumstances set out in rule 12.2 occur, the Committee may prior to the fifth anniversary of the Date of Grant, determine (acting fairly and reasonably having taken into account the scale of loss or damage to the Company or the extent of the risk taken by the Company) to take one or more of the following actions in relation to any one or more Participants:

• (a) reduce (including to nil) the number of Shares in respect of which any future Award is granted to a Participant; or

• (b) reduce (including to nil) the cash amount payable under an unvested Award held by a Participant or the number of Shares and/or Dividend Equivalents under an unvested Award or under a Vested but unexercised Option held by a Participant, by such amount and/or such number as the Committee considers appropriate in the circumstances; or

• (c) in relation to a Vested Award or exercised Option require a Participant to pay to the Company or such other person as the Company may direct within 30 days of a written demand from the Company such number of Shares or such monetary amount with a value to be determined in the Committee's absolute discretion provided such value on the date of demand is no greater than the value of the Vested Shares and Dividend Equivalents under the Award at the Vesting Date, less any amount paid by or in respect of the Participant in respect of a Tax liability incurred as a result of the Vesting of the relevant Award (except to the extent the Participant is able to recover amounts paid in respect of such Tax liability).
• 12.2 The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under rule 12.1 are the following:
• (a) a material financial misstatement of the Company's audited financial accounts (other than as a result of a change in accounting practice);
• (b) conduct by a Participant which results in or is reasonably likely to result in significant reputational damage to the Company;
• (c) the negligence or Misconduct of a Participant; or
• (d) fraud effected by or with the knowledge of a Participant.

If the Committee exercises its discretion under this rule 12, it shall confirm this in writing to each affected Participant.

• 12.3 For the purposes of these rules, if the Committee exercises its discretion under rule 12.1(b) before an Award Vests:
• (a) the Award shall be deemed to have been granted over the reduced number of Shares; and
• (b) any subsequent Vesting of the Award shall be determined by reference to this reduced number of Shares,

save that if the number of Shares is reduced to nil, the Award shall be treated as if it had never been granted and such Participant (including a Participant who has left employment before the Vesting Date) shall have no rights to any cash amount, Dividend Equivalents or Shares.

12.4 By accepting an Award, a Participant will be bound by this rule 12 notwithstanding: (i) that it may only be applicable after the issue or transfer of Shares under these rules; and (ii) whether or not all or any of the terms of this rule 12 have been separately notified to each Participant.

13. TAXATION

• 13.1 Any liability of a Participant to Tax or social security contributions in respect of an Award shall be for the account of the relevant Participant, the release of any Shares the subject of a Conditional Award or the exercise of any Option shall be conditional on the Participant complying with any arrangements specified by the Company or the Trustees for the payment of taxation and any social security contributions (including, without limitation, the sale of sufficient Shares to enable the Company or the Trustees or any employing company in the Group to satisfy its obligations in respect of deduction of taxation and employee's social security contributions at source).
• 13.2 A Participant shall enter into any agreement, election or arrangement which the Committee may consider appropriate within such period as may be specified by the Committee, in relation to or in connection with any liability to income tax or social security contributions (including, if permitted under local law, any employer's social security contributions) in respect of the Participant's Award or the Shares subject to his or her Award. For example, but without limitation, the Committee may require Participants who are resident in the UK for tax purposes to enter into an agreement or election pursuant to paragraphs 3A or 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992 or a joint election under section 431 of the Income Tax (Earnings and Pensions) Act 2003 by the fourteenth day following the acquisition of any Shares by the Participant.
• 13.3 The Company or, where the Committee so directs, any member of the Group, will pay the appropriate stamp duty on behalf of Participants in respect of any transfer of Shares on the Vesting of a Share Award or exercise of an Option under the Plan.

14. AMENDMENT OF PLAN

• 14.1 The decision of the Committee shall be final and binding in all matters relating to the Plan and it may at any time discontinue the grant of further Awards.
• 14.2 The Committee may amend any of the provisions of the Plan in any way it thinks fit, PROVIDED THAT:
• (a) the Committee shall not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent or sanction of such Participants; and

• (b) no amendment which, in the reasonable opinion of the Committee, is to the advantage of Executives or Participants may be made to:

  • (i) the definition of Executive;
  • (ii) the limitations on the number of Shares subject to the Plan;
  • (iii) the maximum entitlement of an Executive under the Plan;
  • (iv) the basis for determining a Participant's entitlement to Shares under the Plan;

• (v) the terms of Shares to be provided under the Plan; and

• (vi) the adjustment provisions of the Plan,

without the prior approval of the Company in general meeting except: (aa) in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or for any member of the Group; or (bb) as otherwise permitted under these rules.

14.3 Notwithstanding any other provision of the Plan, the Committee may establish appendices to the Plan for the purpose of granting Awards to Executives who are or may become primarily liable to tax outside the United Kingdom on their remuneration, subject to such modifications as may be necessary or desirable to take account of overseas tax, exchange control, securities laws or other applicable laws provided that any Shares made available under such appendices shall count towards the limits set out in rule 3.

15. DATA PROTECTION

15.1 By participating in the Plan, the Participant's attention is drawn to the data privacy notice provided to them, which sets out how the Participant's personal data will be used and shared by the Company and other Group Companies. The data privacy notice does not form part of these Rules and may be updated from time to time. Any such updates shall be notified to the Participant.

16. RELATIONSHIP OF PLAN TO CONTRACT OF EMPLOYMENT

• 16.1 The rights and obligations of any individual under the terms and conditions of their office or employment shall not be affected by their participation in the Plan or any right they may have to participate in the Plan. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the termination of their office or employment with any member of the Group (or former member of the Group if applicable) for any reason whatsoever (whether lawfully or unlawfully) insofar as those rights arise, or may arise from his ceasing to have rights under or be entitled to exercise any Award under the Plan, as a result of such termination or from the loss or diminution in value of such rights or entitlements. In the event of any conflict between the terms of this rule 16 and the Participant's terms of employment, this rule shall take precedence.
• 16.2 Notwithstanding any other provision of the Plan:
• (a) the Plan shall not form part of any contract of employment between the Company or any Subsidiary and a Participant;

• (b) no Eligible Employee has any right to be granted an Award and the fact that an Eligible Employee may have participated in the Plan and/or been granted an Award under the Plan shall not entitle any Eligible Employee to future participation or grants;

• (c) the benefit to a Participant of participation in the Plan (including, in particular but not by way of limitation, any Awards held by him) shall not form any part of his contractual remuneration or benefits or count as his contractual remuneration or benefits for any purpose and shall not be pensionable;

• (d) nothing in the Plan shall in any way be construed as imposing upon any member of the Group a contractual obligation as between the member of the Group and a Participant to contribute to the Plan; and
• (e) by accepting the grant of an Award and not renouncing it a Participant is deemed to have agreed to the provisions of the Plan and in particular, this rule 16.2.

17. GENERAL

• 17.1 Any member of the Group may provide money to the Trustees or any other person to enable them or such person to acquire (and to subscribe for) Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by any applicable law.
• 17.2 The Plan shall terminate on the tenth anniversary of the date of adoption of the Plan by resolution of the Board or at any earlier time by the passing of a resolution by the Committee or an ordinary resolution of the Company in general meeting. Termination of the Plan shall be without prejudice to the subsisting rights of Participants.
• 17.3 Every Award granted under this Plan shall be personal to the Participant to whom it is granted and, except to the extent necessary to enable a personal representative to realise the Award following the death of a Participant, neither the Award nor the benefit of that Award may be transferred, assigned, charged or otherwise alienated. An Award will lapse immediately if the Participant to whom it was made purports to transfer, charge or otherwise alienate that Award otherwise than as permitted by this rule 17.3.
• 17.4 The existence of any Award shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company's capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of, or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
• 17.5 Any notice or other document which has to be given to a Participant under or in connection with the Plan may be (i) delivered or sent by post to him at his home address according to the records of his employing company, (ii) sent by email or fax to any email address or fax number according to the records of his employing company or, in either case, such other address as may appear to the Company to be appropriate, or (iii) provided electronically through a website hosted by the Company or an agent of the Company, provided that the

Participant is notified by email, fax or post that such notice or document has been or will be provided in this manner.

• 17.6 Notices sent by post to a Participant will be deemed to have been given on the day after the date of posting. Notices sent by email or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.
• 17.7 Notices provided through a website will be deemed to have been received on the day they are posted on the website or, if later, the day the Participant is deemed in accordance with rule 17.6 to have received the notification that the notice has been provided there.
• 17.8 Any notice or other document required to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place or places as the Committee may from time to time determine and notify to Participants) or sent by email or fax to any email address or fax number notified to the sender.
• 17.9 All Share certificates, Award Certificates and other communications relating to the Plan will be sent at the Participant's risk.
• 17.10 Benefits under the Plan shall not be pensionable.
• 17.11 Any Shares acquired under the Plan will be subject to the articles of association of the Company as amended from time to time.
• 17.12 Shares to be issued pursuant to the Plan will rank pari passu in all respects with the Shares then in issue, except that they will not rank for any rights attaching to Shares by reference to a record date preceding the Vesting Date.
• 17.13 Shares to be transferred pursuant to the Plan will be transferred free of all liens, charges and encumbrances and together with all rights attaching thereto, and will rank pari passu in all respects with the Shares then in issue, except that they will not rank for any rights attaching to Shares by reference to a record date preceding the Vesting Date.
• 17.14 For so long as the Shares are admitted to Listing, application will be made for any newly issued ordinary shares to be admitted to such listing and admitted to trading on the London Stock Exchange.
• 17.15 The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan, which will remain in full force and effect.
• 17.16 Nothing in this Plan confers any benefit, right or expectation on a person who is not an Executive. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.
• 17.17 The decision of the Committee in any dispute or question concerning the interpretation, construction or effect of the Plan or any other questions arising in connection with the Plan shall be final and conclusive.

18. GOVERNING LAW

• 18.1 These Rules and any non-contractual obligations arising out of or in connection with these Rules shall be governed by, and interpreted in accordance with, English law. Neither the Plan nor any Award Certificate shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Award Certificate to be drafted.
• 18.2 The English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with these Rules including, without limitation, disputes arising out of or in connection with: (i) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, these Rules; and (ii) any non-contractual obligations arising out of or in connection with these Rules. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.

Schedule 1

1. INTERPRETATION

• 1.1 In these rules, unless the context otherwise requires:
• (a) references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality); and
• (a) headings do not affect the interpretation of these rules; the singular shall include the plural and vice versa; and references to one gender include all genders.
• 1.2 Enactments. Except as otherwise expressly provided in these rules, any express reference to an enactment includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the date of adoption of the Plan by resolution of the Board; (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made (before or after the date of adoption of the Plan by resolution of the Board) under that enactment, as amended, consolidated or re-enacted as described at (i) or (ii) above.

2. DEFINITIONS

2.1 In this Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings, namely:

Admission means the date on which the Shares are admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities;

Award means an award granted under Rule 1 in the form of an Option, a Conditional Award or a Phantom Award;

Award Certificate means the certificate or any other document issued in respect of the grant of an Award under rule 1.3;

Basic Salary means an Executive's annual gross basic salary in respect of their employment with the Group;

Board means the board of directors of the Company or a duly authorised committee of it which may include the Committee;

Capital Reorganisation means any variation in the share capital or reserves of the Company (including, without limitation, by way of capitalisation issue, rights issue, open offer, sub-division, consolidation or reduction of capital);

Closed Period means the period of 30 days prior to the announcement of the Company's results for any period;

Committee means the remuneration committee of the Board or such other duly authorised committee;

Company means Trainline plc (incorporated in England with registered number 11961132);

Conditional Award means an Award which takes the form of a conditional right to acquire or receive Shares at no or nominal cost;

Control shall have the meaning given to that word by section 995 of the Income Tax Act 2007;

Date of Grant means the date on which the Committee grants an Award;

Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;

Dealing Restriction means a restriction imposed by any law, order, regulation or directive, the Listing Rules, the Market Abuse Regulation, the Share Dealing Code, the City Code on Takeovers and Mergers, the rules applying to any listing of the Company and/or any other code adopted by the Company regulating dealings in Shares;

Dividend Equivalent means a right to additional Shares or a cash payment calculated by reference to dividends paid on a Share during the Vesting Period as determined by the Committee in accordance with rule 6;

Employee means a person who, at the Date of Grant is an employee of any member of the Group, excluding any person who is an executive director of the Company;

Employees' Share Scheme has the meaning given by section 1166 of the Companies Act 2006;

Executive means a person who, at the Date of Grant is an employee (including an executive director) of any member of the Group;

Final Value means the aggregate market value of Shares over which an Award Vests calculated by reference to the Market Value on: (a) in the case of an Award other than an Option, the relevant Vesting Date; or (b) in the case of an Option, the date on which the Option is exercised less any aggregate Option Exercise Price applicable to that Award;

Financial Year means a financial year of the Company within the meaning of section 390 of the Companies Act 2006;

Grant Period means the period of 42 days commencing on any of the following:

• (a) Admission;

• (b) the day on which the Company makes an announcement of its results for any period;

• (c) any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards; or

• (d) the day following the lifting of any Dealing Restrictions which prevented the grant of the Award during the periods referred to in (a) to (c) above.

Group means the Company and its Subsidiaries from time to time and member of the Group and Group Company shall be construed accordingly;

Holding Period means the post-vesting period applied to Vested Shares in accordance with rule 5 during which the Participant must retain either the Shares which Vest under an Award (including any Shares delivered in satisfaction of Dividend Equivalents) or, in the case of a Vested but unexercised Option, the Option itself;

London Stock Exchange means London Stock Exchange Group plc or any successor body thereto;

Listing Rules means the Listing Rules issued by the Financial Conduct Authority, as amended from time to time;

Market Abuse Regulation means the Market Abuse Regulation (EU) No 596/2016;

Market Value means, in relation to a Share on any day, an amount equal to its closing middle market quotation as derived from the Official List of the London Stock Exchange;

Misconduct means:

• (a) gross misconduct;
• (b) conduct in which the Executive has participated or was responsible for which has resulted or could result in material financial loss or reputational harm;
• (c) failure to meet appropriate standards of fitness and propriety; and
• (d) any other misconduct as determined by the Committee in its absolute discretion;

Official List means the Official List of the Financial Conduct Authority;

Option means an Award which takes the form of an option to acquire Shares at a nil cost, at a fixed cost or at Market Value;

Option Exercise Period means the period during which an Option may be exercised as determined by the Committee at the Date of Grant or in accordance with rule 7.3 and which shall not normally be less than six months following the Vesting Date or more than ten years following the Date of Grant;

Option Exercise Price means the price per Share at which a Participant may acquire Shares on the exercise of an Option;

Participant means an individual who holds a subsisting Award (including, where the context permits, the legal personal representatives of a deceased Participant);

the Performance Conditions means the performance conditions which must be satisfied for an Award to Vest;

the Performance Period means, unless the Committee determines otherwise at the Date of Grant, in relation to an Award, the period of three Financial Years commencing with the Financial Year in which the Date of Grant falls;

Phantom Award means an Award which takes the form of a right to call for a cash payment calculated by reference to the Final Value;

the Plan means this Trainline plc Performance Share Plan as amended from time to time in accordance with the rules;

Relevant Date means:

• (a) if the Relevant Event falls within rule 9.1(a), the date on which Control is obtained and any conditions to which the offer is made subject are satisfied;
• (b) if the Relevant Event falls within rule 9.1(b), either the date on which the scheme of arrangement is approved at the shareholders' meeting or is sanctioned by the Court (as determined by the Committee in its absolute discretion);
• (c) if the Relevant Event falls within rule 9.1(c), the date on which the person first becomes so bound or entitled; or
• (d) if the Relevant Event falls within rule 9.1(d), the date on which notice of the resolution for winding up is given;

Relevant Event shall have the meaning given to that term in rule 9.1;

Remuneration Cap means the maximum pre-tax value to which a Participant is entitled in respect of their Award at a relevant Vesting Dateremuneration opportunity for an Award at Vest, which may be set at such level or amount as the Committee may in its absolute discretion determine as at the Date of Grant;

Share Dealing Code means the Company's code on share dealing as in force from time to time;

Shares means fully paid ordinary shares in the capital of the Company or shares representing those shares following any Capital Reorganisation or in the context of a Phantom Award, a notional share equal in value to a Share but having none of the legal rights attributable to a Share;

Subsidiary means any subsidiary of the Company within the meaning of section 1159 of and Schedule 6 to the Companies Act 2006;

Tax means all liability to income tax (or overseas equivalent) which any member of the Group is liable to account for on behalf of the Participant directly to any taxation authority (including, but without limitation, through the PAYE system) and all liability to social security (or overseas equivalent) which any member of the Group is liable to account for on behalf of the Participant to any taxation authority (including, but without limitation, primary Class 1 (employee's) National Insurance contributions) which arises in connection with an Award or Shares;

Termination Date means the date on which a Participant ceases to be employed by the Group;

Trustees means the trustees or trustee for the time being of any employee benefit trust established by the Company or any member of the Group from time to time for the benefit of employees of the Group;

Vest means (i) in the case of an Award granted in the form of an Option, when the Option becomes exercisable, or (ii) in the case of an Award granted in the form of a Conditional Award, when the Participant becomes entitled to have the Shares which are the subject of the Conditional Award transferred to him, or (iii) in the case of an Award granted in the form of a Phantom Award, when a Participant becomes entitled to a cash sum, and Vesting and Vested shall be construed accordingly;

Vesting Date means the date(s) specified by the Committee at the Date of Grant on which an Award shall Vest, which shall normally be no earlier than (i) the date on which the Committee has determined the Performance Conditions have been satisfied and (ii) the third anniversary of the Date of Grant, or such other date as an Award may vest in accordance with these rules, and provided that if the Vesting Date would otherwise fall in a Closed Period or on a date when the vesting of an Award or sale of Shares by the Participant would otherwise be prohibited by any Dealing Restrictions, it shall be at such later date as when that Closed Period ends or those Dealing Restrictions lift (as applicable);

Vesting Period means in relation to an Award, the period beginning on the Date of Grant of such Award and ending on the Vesting Date; and

Vested Shares means those Shares in respect of which an Award has Vested.