Last checked at 29 Jun 2023 14:00
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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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8 | To elect Peter Wood as a Director | 417,992,460 | 99.91 | 365,114 | 0.09 | 418,357,574 | 87.03 | 7,078 |
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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 |
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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 |
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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 |
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12 | To authorise political donations | 414,602,926 | 99.09 | 3,809,715 | 0.91 | 418,412,641 | 87.05 | 7,687 |
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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 |
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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 |
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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.