Trainline : 2024 Notice of Annual General Meeting

Trainline plc

Notice of Annual

General Meeting

to be held on

Thursday, 27 June 2024

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 2024 Annual General Meeting at our London office."

Brian McBride

Chair

Dear Shareholder,

Trainline plc ("Trainline" or the "Company") will be holding its Annual General Meeting (the "AGM") on Thursday, 27 June 2024 at 120 Holborn, London, EC1N 2TD with the meeting set to start at 9:00am.

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 2024 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 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 [e-mail] 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.

03

Directors' Remuneration Policy

The Remuneration Committee has consulted widely with our shareholders on Trainline's Directors' Remuneration Policy (the "Policy") in order to develop a policy that will appropriately support the delivery of Trainline's strategy and exceptional performance for shareholders, while ensuring that Trainline can attract, retain and incentivise talent in what is an extremely competitive sector.

As part of the consultation Rakhi Goss-Custard, as Chair of the Remuneration Committee, invested significant time discussing the Policy with Trainline's shareholders, in total representing over 78% of issued shares. Our major shareholders understood the rationale for the proposed changes and were generally supportive although some provided feedback

in relation to the rebalancing and the approach to target-setting which the Remuneration Committee used to refine the Policy.

The Policy is set out in detail on pages 75 to 83 of the Company's annual report for the financial year ended 29 February 2024 (the "FY2024 Annual Report") and an overview of the proposed changes from the current shareholder-approved remuneration policy, which received 82.05% support at our 2022 AGM, are set out on page 10 of this Notice. I urge you to read the Chair of the Remuneration Committee's statement on the Policy on pages 71 to 73 of the FY2024 Annual Report and I hope that we can count on your support when you consider how to vote at the AGM.

The Board and the Remuneration Committee strongly believe that the Policy will greatly incentivise management to create significant value for shareholders.

Director re-election and election

I am delighted that Marie Lalleman has joined the Board. Marie brings a wealth of experience from her leadership roles at Nielsen, in particular data-driven strategic growth, and a deep knowledge of consumer behaviours particularly in Europe. Her expertise, combined with being a French national based in France, has further enhanced the Board as Trainline grows its European business.

All current Directors will stand for re-election at the AGM apart from Marie Lalleman who, following her appointment on 17 January 2024, will stand for election. 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 their role and recommends them all for election or re-election. The Board of Directors' biographies are detailed on pages 61 to 62 of the FY2024 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 shareholdings.

Brian McBride

Chair

3 May 2024

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 120 Holborn, London, EC1N 2TD on Thursday, 27 June 2024 at 9:00am to consider and vote on the resolutions below. Resolutions 16, 17, 18 and 19 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 29 February 2024, together with the strategic report, directors' report and auditors' report on those accounts.

Directors' Remuneration Report

2. To receive and to approve the 2024 Remuneration Report (excluding the directors' remuneration policy) set out on pages 71 to 91, of the FY2024 Annual Report on an advisory basis.

Directors' Remuneration Policy

3. To receive and to approve the 2024 Remuneration Policy, as set out in the 2024 Remuneration Report on pages 75 to 83 of the FY2024 Annual Report, which if approved, will take effect immediately after the end of the Meeting.

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 re-elect Peter Wood as a director of the Company.
7. To re-elect Rakhi Goss-Custard as a director of the Company.
8. To elect Marie Lalleman as a director of the Company.

See pages 61 and 62 of the FY2024 Annual Report for the Directors' biographies.

Appointment of auditors

12. 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 the Company's accounts are laid before the Company.

Auditors' remuneration

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

Political donations

14. 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

15. 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 £1,560,205 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 26 September 2025), 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

16. That, subject to the passing of Resolution 15 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 15 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 AGM of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 26 September 2025), 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 £234,031.

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 15' were omitted.

06

Notice of Annual General Meeting continued

Disapplication of pre-emption rights for acquisitions and other capital investments

17. That, subject to the passing of Resolution 15 and in addition to any power given to it pursuant to Resolution 16, 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 15 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 AGM of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 26 September 2025), 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 for cash up to an aggregate nominal amount of £234,031 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 Pre-emption 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 Companies Act as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by Resolution 15' were omitted.

Purchase of own shares

18. That, the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies 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:

1. the maximum aggregate number of Shares which may be purchased is 46,806,141;
2. the minimum price, exclusive of any expenses, which may be paid for each Share is 1 penny;
3. the maximum price, exclusive of any expenses, which may be paid for each Share is an amount equal to the higher of:
4. 1. 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
   2. 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
5. 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

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

By order of the Board

Martin McIntyre

Company Secretary

3 May 2024

Registered office: 120 Holborn, London, England EC1N 2TD

07

Notes to the Notice of Annual General Meeting

Entitlement to attend and vote

1. Only those shareholders whose names appear in the Company's register of members as at 6:30pm on 25 June 2024; or if the Meeting is adjourned, in the Company's register of members at 6:30pm on the day two days prior to the adjourned meeting, shall be entitled to vote. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.

Appointing a proxy

2. You are entitled, and we encourage you, to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM. As explained in more detail in the Chair's letter to this Notice, all shareholders are strongly encouraged to appoint the chair of the AGM as proxy to vote on their behalf.

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.

Voting by proxy

3. Only those shareholders whose names appear in the Company's register of members as at 6:30pm on 25 June 2024; or if the Meeting is adjourned, in the Company's register of members at 6:30pm on the day two days prior to the adjourned meeting, shall be entitled to vote. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.

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 9:00am on 25 June 2024. Voting online is quicker, more environmentally sustainable and more secure than paper voting.

Online proxy voting

4. Only those shareholders whose names appear in the Company's register of members: as at 6:30pm on 25 June 2024; or if the Meeting is adjourned, in the Company's register of members at 6:30pm on the day two days prior to the adjourned meeting, shall be entitled to vote. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.

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 9:00am on 25 June 2024. 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.

Nominated persons

5. Only those shareholders whose names appear in the Company's register of members as at 6:30pm on 25 June 2024; or if the Meeting is adjourned, in the Company's register of members at 6:30pm on the day two days prior to the adjourned meeting, shall be entitled to vote. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.

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.

08

Notes to the Notice of Annual General Meeting

continued

CREST and Proxymity proxy appointment

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy instruction service may do so for the AGM and any adjournment thereof by using the procedure described in the CREST Manual. These procedures are available via www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service providers, should refer to their CREST sponsors or voting service providers, who will be able to take the appropriate action on their behalf.

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 9:00am on 25 June 2024, 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 9:00am on 25 June 2024 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.

Corporate Representatives

7. Only those shareholders whose names appear in the Company's register of members: as at 6:30pm on 25 June 2024; or if the Meeting is adjourned, in the Company's register of members at 6:30pm on the day two days prior to the adjourned meeting, shall be entitled to vote. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.

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.

09

Shareholder requisition rights

8. Only those shareholders whose names appear in the Company's register of members as at 6:30pm on 25 June 2024, or if the Meeting is adjourned, in the Company's register of members at 6:30pm on the day two days prior to the adjourned meeting, shall be entitled to vote. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.

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 auditor's report and the conduct of the audit) that are to be laid before the meeting. The request must be received by the Company by 20 June 2024, (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.

Questions for the Board or Trainline

9. If you have any questions for the Board or Trainline please contact [e-mail] to give us the opportunity to answer your questions prior to the AGM. We will maintain a list of responses to frequently asked questions in relation to our AGM at www.trainlinegroup.com/AGM.

Availability of this Notice and other information

10. This AGM Notice and other information required by section 331A of the Companies Act 2006, can be found at www. trainlinegroup.com/AGM.

Documents for inspection

11. The following documents will be available for inspection from 8:15am on the day of the AGM until the conclusion of the AGM: (a) copies of the service agreements of the Executive Directors' with the Company; (b) copies of the terms of engagement of the Non-executive Directors with the Company; and (c) the Company's Articles of Association.

Issued share capital and total voting rights

12. As at 1 May 2024 (being the latest practicable date prior to the publication of this document), the Company's issued ordinary share capital consisted of 468,061,412 shares, carrying one vote each. The Company does not hold any shares in treasury. Therefore the total voting rights in the Company as at 1 May 2024 were 468,061,412.

Dates and times

13. All dates and times stated in this AGM notice and any further announcements regarding the AGM are British Standard Time unless stated otherwise.

Communication

14. Except as provided above, shareholders who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted):

• calling our shareholder helpline on [phone]; or
• emailing [e-mail].

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.

10

Explanation of resolutions

An explanation of Resolutions 3 and 14 to 19 is set out below.

Resolutions 3 - Directors' Remuneration Policy

The 2024 Remuneration Policy sets out the Company's forward-looking policy on Directors' remuneration, including the components of the executive and non-executive Directors' remuneration. This resolution is to approve the 2024 Remuneration Policy, which is set out on pages 75 to 83 of the FY2024 Annual Report. You are urged to read the 2024 Remuneration Policy and the statement from the Chair of the Remuneration Committee on pages 71 to 73 of the FY2024 Annual Report before submitting your vote.

The 2024 Remuneration Policy will make the following changes to the current shareholder-approved remuneration policy:

• Rebalancing of the incentive framework such that the maximum Annual Bonus opportunity is increased by 50% of salary to 250% of salary and the maximum PSP opportunity is reduced by 50% of salary to 300% of salary. The total maximum incentive opportunity continues to be 550% of salary
• Increase in the shareholding guideline to 250% of salary from 200% of salary to further enhance the alignment of interests between the Executive Directors and shareholders

Pursuant to the relevant regulations, the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to become, or has been a Director of the Company, unless that payment is consistent with the 2022 Remuneration Policy, or has otherwise been approved by a resolution of shareholders.

The vote on the Policy is binding on the Company. If this resolution is passed, the 2024 Remuneration Policy will apply to all remuneration payments made to the Directors effective from the date of this AGM until a new policy is approved at the 2027 AGM, except in the event that a change of policy is proposed or the advisory vote on the directors' remuneration report is not passed in any year subsequent to the approval of the policy.

Resolution 14 - Political Donations

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.

Resolution 15 - Authority to Allot Shares

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 £1,560,205, which is equal to approximately one-third of the issued share capital of the Company as at 1 May 2024, 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 1 May 2024, 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 2025 at which the Company is likely to seek renewal of the authority (or, if earlier, at the close of business on 26 September 2025).