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Announcement of share repurchase programme

In brief · summary, not quotable

Trainline announces £100m share repurchase programme over 12 months following completion of prior £150m programme.

  • Share repurchase programme £100,000,000
  • First tranche £50,000,000
  • Duration 12 months
  • Prior programme value £150,000,000
Full announcement

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Trainline plc ("Trainline", the "Company" or the "Group") announces today it will commence a share repurchase programme of its ordinary shares of 1p each (the "Ordinary Shares") up to a maximum consideration of £100,000,000 (the "Programme") over 12 months, in line with our stated capital allocation framework. The Programme is to commence following the completion of the current £150,000,000 share repurchase programme, which was announced on 11 September 2025 and which is expected to complete today.

Trainline will execute the Programme in two tranches. In respect of the first tranche, Trainline has entered into an instruction with Morgan Stanley & Co. International Plc ("Morgan Stanley") in relation to the purchase by Morgan Stanley, acting on a riskless principal basis, during the period commencing upon completion of the current share repurchase programme of ordinary shares in the share capital of Trainline (the "Shares") for an aggregate purchase price of no greater than £50,000,000 (excluding stamp duties, fees and levies) and the simultaneous on-sale of such Shares by Morgan Stanley to Trainline.

Any purchase of Ordinary Shares done in relation to this announcement will be executed in accordance with (i) the terms and parameters of Morgan Stanley's engagement; (ii) the relevant regulations, including the EU Market Abuse Regulation (596/2014), the Commission Delegated Regulation (2016/1052), in each case as such legislation forms part of assimilated law (as defined in the EU (Withdrawal) Act 2018), and Chapter 9 of the Financial Conduct Authority's UK Listing Rules and (iii) Trainline's general authority to make market purchases of Shares.

Trainline will announce any market repurchase of Ordinary Shares by no later than 4.30 p.m. on the seventh business day following the calendar day on which the purchase occurred. To the extent permitted by law, Ordinary Shares purchased under the Programme will either be cancelled or held in treasury.

With regards to the second tranche, Trainline has entered into an instruction with Deutsche Bank AG ("Deutsche Bank"). Further details on the second tranche of the Programme will be announced in advance of completing the first tranche.

The Programme is expected to run beyond the date of the Company's next Annual General Meeting ("AGM"), and its continuation after the expiry of the current general authority for Trainline to make market purchases of Shares will be conditional upon renewal of such authority at that AGM.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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