Europe’s leading

independent

rail platform

Annual Report and Accounts 2023

Strategic Report

01

Highlights

02

Chair’s statement

05

At a glance

06

CEO’s statement

08

Sustainability

11

Market overview

18

Business model

22

Our technology

24

Strategy

32

Key performance indicators

34

CFO’s financial highlights

37

Viability statement

38

Principal risks and uncertainties

47

Our people and culture

52

TCFD and SASB disclosures

59

Stakeholder engagement

& section 172 statement

Visit our investor site for more

information on Trainline:

investors.thetrainline.com

Governance

63

Chair’s governance statement

64

Governance structure

66

Our Board of Directors

70

Report of the Nomination Committee

72

Report of the Audit and Risk Committee

76

Directors’ remuneration report

89

Directors’ report

92

Statement of Directors’ responsibilities

Financial Statements

93

Independent auditors’ report

103 Consolidated income statement

103

Consolidated statement of other

comprehensive income

104 Consolidated balance sheet

105

Consolidated statement of changes

in equity

106

Consolidated statement of cash flow

107

Notes to the Group Financial Statements

138

Alternative performance measures

140

Parent Company balance sheet

141

Parent Company statement of changes

in equity

142

Notes to the Parent Company

Financial Statements

Trainline plc

Annual Report and Accounts 2023

Highlights

FY2023

Highlights

Enhancing the customer experience

Digitising commuter experience while positioning

Trainline as the market aggregator in Europe.

Building demand

Increased marketing investment to drive up

customer demand and grow brand awareness,

particularly in Europe.

Increasing customer lifetime value

Deepening customer relationships by scaling

digital railcards in UK while growing mobile app

usage in Europe.

Growing Trainline Solutions

Took further steps to support our travel partners,

leveraging the strength of Platform One, our

single global platform.

Net ticket sales

+72%

Increased to £4.3 billion, from £2.5 billion

last year, with International Consumer becoming

a €1 billion business.

Revenue

+74%

Recovered to £327 million from £189 million last

year primarily given the growth in net ticket sales.

Adjusted EBITDA

+£47m

Increased to £86 million, from £39 million in FY2022.

Operating profit

+£38m

£28 million operating profit versus a £10 million

loss in FY2022, primarily reflecting adjusted

EBITDA generation.

Basic EPS

+7.0p

Improved to 4.5p, from a 2.5p loss in FY2022.

Adjusted basic EPS

+8.5p

Improved to 7.7p, from a 0.8p loss in FY2022.

Find our KPIs on page 32

Find our strategic objectives on page 24

Strategic highlights

Financial highlights

Governance

Financial Statements

Chair’s statement

Financial and strategic performance

The Board was pleased with the Group’s financial

and strategic performance in FY2023. The Group

delivered record net ticket sales of £4.3 billion,

up 72% versus the prior year and up 16% versus

FY2020 (pre-Covid-19 year). Adjusted EBITDA

increased £47 million YoY to £86 million, despite

the impact of industrial action outlined above.

The Group made further good progress against

its strategic priorities, enhancing the customer

experience, building demand, increasing customer

lifetime value and growing Trainline Solutions.

This included good headway in optimising the

commuter ticketing experience in the UK, and

positioning Trainline as the aggregator in Europe,

particularly on routes where new entrant carrier

competition is emerging. You can read more about

progress on Trainline’s strategy this year and our

future priorities on pages 24 and 25.

Encouraging more

people back to

train travel

Trainline has played a leading role in

supporting the industry recovery and

promoting greener travel.

When I wrote last year I explained how Trainline had

played a leading role in the rail industry’s recovery from

the significant disruption of Covid-19. Since then, the

industry has faced new challenges, primarily industrial

disputes in the UK and more recently in France.

Despite those temporary headwinds, Jody and his

team delivered a record operating performance and

made significant progress against Trainline’s strategic

priorities. This performance reflects a team and

organisational culture centred around a core purpose:

to promote more environmentally sustainable travel

choices. Looking ahead, the business is set for further

strong growth as it shifts more people to greener travel.

Trainline plc

Annual Report and Accounts 2023

02

Strategic Report

Strategic Report

Governance

Financial Statements

Putting rail at the centre of a

decarbonised transport network

I believe Trainline has a key role to play in

encouraging greater use of rail. Trainline will

continue to do that by leading on product

innovation and digital marketing. However,

we also want to lead the industry agenda on

sustainability. This year we launched the I Came

by Train initiative, which seeks to increase the

public’s awareness of the relative benefits of train

travel while forming cross-industry collaboration

to put rail at the centre of a decarbonised

transport network. You can read more about

the I Came By Train initiative on page 10.

Bradshaw Address

In the Bradshaw Address in February, the new

Secretary of State for Transport, Mark Harper,

said Great British Railways (GBR) would be run

as an arm’s length body to develop the guiding

strategy for rail, while placing greater emphasis

on the role of the private sector in running the

railways. He highlighted new passenger service

contracts for rail carriers with commercially

driven targets and supporting more direct

carrier competition in the form of new open

access operators.

Looking ahead

The business is well positioned to drive long-

term growth and create value for customers

and shareholders. Trainline is set for further

strong performance in the year ahead despite

ongoing industrial action.

As I look out longer term, I see huge growth

headroom for the business and significant

structural tailwinds. Tailwinds include:

continued recovery in the rail industry with

growing awareness of its environmental

benefits, a continuing shift to online and

mobile ticketing, new carrier competition in

European rail, and the return of foreign travel.

I would like to thank the team at Trainline

for their continued drive and perseverance

over the challenging past few years. They

have continued to prioritise the needs of

our customers and remained focused on

delivering our strategic goals.

Brian McBride

Chair

4 May 2023

As I look out longer

term, I see huge growth

headroom for the business

and significant structural

tailwinds”

Brian McBride, Chair

Trainline plc

Annual Report and Accounts 2023

03

Strategic Report

Strategic Report

Governance

Financial Statements

Connecting:

Offering our carrier partners global

distribution at a lower cost to serve

Enhancing:

Leveraging scale, data and technology

to offer a superior customer experience

We empower greener travel choices,

connecting people and places

We believe in creating more environmentally

friendly travel choices – with rail offering a

greener alternative to air and car.

We are the leading independent rail platform

in Europe. Through our customer-centric,

scalable platform, we are committed to

driving responsible and sustainable business

growth, by:

Empowering:

Making it easy for customers to find

the best value tickets across carriers,

fares, and journey options - championing

a much greener way to travel

Trainline plc

Annual Report and Accounts 2023

04

Strategic Report

Strategic Report

Governance

Financial Statements

At a glance

We work with more than 270 rail and coach companies across >40 countries.

Through our broad range of carrier partners we cover over 80% of rail routes in Europe.

By bringing all of the major carriers and new entrants onto one platform, we provide travellers

with an unrivalled set of journey options. Our smart technology and data-driven features help our

customers to stay one step ahead.

For our carrier and B2B partners, Trainline Solutions offers access to a huge supply of rail carrier

inventory across the UK and continental Europe through our proprietary platform. With tested and

proven technology, we enable them to offer best-in-class customer experience at low cost.

We enable millions of travellers to find and book the best

value tickets across carriers, fares, and journey options

through our highly rated Trainline mobile app, website,

and B2B partner channels.

4.9/5

star app rating

270+

rail and coach companies

10

currencies and multiple payment methods including

Apple Pay, Google Pay, PayPal, SOFORT and iDEAL

87%

of UK transactions are through our app

>40

countries travelled in and across by Trainline customers

55m

cumulative app downloads

€1 billion

net ticket sales in our International business

We are Europe’s leading independent

rail platform

Trainline plc

Annual Report and Accounts 2023

05

Strategic Report

Governance

Financial Statements

Strategic progress

We are making good progress against our strategic

priorities as we position ourselves as the market

aggregator for European rail while further digitising

the rail retailing experience in the UK.

Enhancing the customer experience

In the UK, we continued to prime our mobile app to

better serve the commuter market, enabling Trainline

to double its share of the commuter market in just two

years. We offered an increasingly full suite of ticket types

in digital format, rolling out digital season tickets to

twelve train operators, and we recently launched Quick

Buy to reduce the time to purchase repeat tickets.

In International Consumer, we positioned ourselves as

the aggregator for newly liberalised routes, offering

customers all the carriers, fares and journey options in

one place. In Spain, where liberalisation is happening

most quickly, we expanded our supply of new entrants,

integrating Iryo while adding new routes for SNCF Ouigo.

Our aggregation proposition is helping Trainline grow

in Spain, with net ticket sales four times higher than

FY2020 (pre-Covid-19 and before the arrival of carrier

competition). On the Madrid-Barcelona route, Trainline

sales transactions doubled YoY in Q4 CY2022 vs. a 35%

increase in overall passenger volume.

In Italy, we further customised our aggregator offering,

launching Trenitalia discount codes and shortening the

minimum time customers can book ahead of departure

on Trenitalia/Italo. Carrier competition is expected to

Building strong momentum

Record operating performance

Following the significant impact of Covid-19 on rail travel, this year

industry passenger volumes continued to recover across

our core markets.

Trainline delivered a record operating performance as we

encouraged people back on to the train and further enhanced their

experience when booking and managing travel. However, this was

not without some headwinds, including industrial action in the

UK and France in FY2023, and some macroeconomic uncertainty,

which has continued into FY2024. Despite these effects, Trainline

still expects continued strong growth in FY2024, following a

positive start to the year: net ticket sales growth YoY in the range

of +13% to +22%; revenue growth YoY in the range of +13% to

+22%; and adjusted EBITDA as a percentage of net ticket sales

in the range of 2.15% to 2.25%.

Looking further ahead, structural tailwinds provide Trainline

with significant and long-term growth opportunities. Rail is

already a large market and is set to benefit from significant

capacity expansion across Europe and a growing awareness of

its environmental benefits. Furthermore, the ongoing market

transition to digital ticketing offers significant upside opportunity,

as does market liberalisation in Europe, with growing carrier

competition confirming our position as the leading

market aggregator.

Trainline plc

Annual Report and Accounts 2023

06

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

CEO’s statement

ramp up with the announced entry of the

low-price SNCF Ouigo trains from 2026,

giving further opportunity to leverage

our aggregation proposition.

Building demand

In FY2023, we increased marketing

investment to drive up customer demand

and grow brand awareness of our value

proposition. In the UK, we increased active

customers by 58% Yo3Y. We launched a brand

campaign focused on value for money to

illustrate how customers who book through

Trainline can save money.

In Europe, we continued to refine our

digital marketing strategy, launching brand

campaigns in aggregated markets to grow

overall awareness. In Italy, app downloads

were 13% higher than incumbent Trenitalia.

We also increased net ticket sales by 87%

for higher-margin foreign travel, particularly

customers from the US.

Increasing customer lifetime value

While growing our customers, we also

deepened our relationship with them,

increasing the frequency with which

they transact through Trainline.

In the UK, c.50% of active monthly customers

are now transacting 2+ times a month, up

from 42% in FY2020, reflecting a step up

in commuter and shorter distance tickets

sold through Trainline. We continued to

scale digital railcards, an important way to

bring lower prices to many customers, with

1.8million active digital railcard customers

at the end of FY2023.

In Italy, our most mature aggregated

European market, we increased the sales mix

of shorter-distance, regional journeys, despite

those routes having no carrier competition.

Growing Trainline Solutions (TS)

In FY2023, we took further steps to support

our travel partners. For Carrier IT Solutions,

in the UK we signed contract extensions with

Train Operating Companies (TOCs) ScotRail

and CrossCountry, and signed up third-party

retailer Trainhugger as a new client. In Europe,

regional sales for our first Carrier IT Solutions

partner NTV Italo went live in July, having

signed a multi-year deal earlier in the year.

Within Global Distribution and Business

Solutions, we signed up more B2B customers

to our Global API, notably including CWT,

Agiito, and Havas Voyages (the largest

TMC in France).

International Growth Plan

In November 2021, Trainline announced plans

to step up our investment in our International

Consumer business to accelerate its growth.

In FY2023, the International Consumer

business surpassed €1 billion of net ticket

sales for the first time, reflecting our

progress to date.

Looking forward, we are refining our

investment plan to accelerate growth in the

rail markets where we have the strongest

customer proposition today (see below). In

France, where market liberalisation remains

nascent, we will continue to invest in UX and

performance marketing, but will manage

brand investment to coincide with the future

arrival of widespread carrier competition.

We will prioritise:

•

Domestic travel in European markets with

widespread carrier competition, primarily

Spain and Italy. Together, these rail

markets are worth €6 billion per annum.

By positioning Trainline as the marketplace

of choice for European rail travel, we

are well placed to significantly scale our

international business in Italy and Spain

over the medium term

•

Foreign travel into Europe: represents

inbound customers from the US, the

UK and the rest of the world, as well as

intra-EU cross-border travel. This is a large

addressable market, worth €4 billion, and

is high margin, and generates double-digit

percentage revenues of its respective net

ticket sales

Jody Ford

Chief Executive Officer

4 May 2023

Our team continued to deliver this year, innovating

and improving the customer experience”

Jody Ford, Chief Executive Officer

Trainline plc

Annual Report and Accounts 2023

07

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

What sustainability means to us

Empower people to make greener

travel choices

Environmental sustainability is fundamental to

our purpose. Through our technology and data,

we make rail travel easier, empowering people

to make travel choices that are better for the

environment.

Rail offers travellers a greener alternative to flying

or driving, creating 86% less CO

2

emissions than

air travel and 70% less CO

2

emissions compared

with car travel, per passenger. It can move

millions of people quickly and cleanly, for leisure

or business, across countries and continents.

We believe we have a key role to play in

supporting the rail industry, businesses, and

governments in meeting their emissions targets.

Our cross-functional sustainability team is

dedicated to encouraging modal shift; promoting

rail as a more sustainable way to travel; and

reducing the impact on the climate from our

own operations.

Sustainability

The external context

UK and European governments have continued

to encourage modal shift to rail and increase

their investment in rail in order to meet their net

zero emissions goals. The EU is targeting a 55%

reduction target for CO

2

emissions by 2030, and

the UK has a reduction target of at least 78% by

2035 and a legally binding target to reach net

zero by 2050.

Cars and planes create 58% of the UK’s

transport CO

2

emissions, whereas the entire

rail network creates less than 1%. The UK

Decarbonising Transport plan highlights rail

as “the greenest form of motorised transport”.

It sets a target of achieving net zero greenhouse

gas emissions from trains by 2050, through

increased electrification of the rail network

and introduction of new technologies such

as hydrogen-powered trains.

We are already seeing the impact of this transition

to rail in the UK, for example, with Lumo carrying

one million passengers between Edinburgh and

London since its launch, resulting in rail now

being the favoured mode of transport between

the two cities.

Travelling by rail creates 86% less CO

2

emissions than air travel and

70% less CO

2

emissions per passenger than travelling by car.

Purpose driven sustainability

Trainline plc

Annual Report and Accounts 2023

08

Strategic Report

Governance

Financial Statements

The external context

continued

Similarly, in Europe, cars and planes create

74% of transport CO

2

emissions, and the

entire rail network adds up to less than 1%.

The EU Commission has highlighted rail

as playing a key role in the EU becoming

climate-neutral by 2050. It targets the

doubling of high-speed rail traffic by 2030

and a tripling of high-speed rail by 2050.

Third-party ticket vendors such as Trainline

have been identified as having a key role to

play in the delivery of elements of this plan.

In the last year, European governments have

taken further steps to encourage modal shift

from cars and planes to rail to achieve their

carbon reduction targets. France introduced

a ban on internal short-haul flights, those

under two and half hours, which was formally

validated by the European Commission in

December 2022. KLM is also encouraging

passengers to take the train rather than

fly on some short-haul flights as the Dutch

government cuts the number of flights

from Amsterdam Airport Schiphol to

cut air pollution.

Product and promotion

Our aim is to empower people to make

greener travel choices, driving a modal

shift that benefits people and the planet.

Trainline has a key role to play in engineering

the travel habits of the future and enabling

people to choose the most sustainable

transportation option.

Trainline supported the launch of I Came

By Train, to promote the sustainability of

rail and encourage people to take action to

reduce their carbon footprint, and followed

this with the launch of a white paper on how

the rail industry can encourage more people

to choose rail.

We have continued to launch green product

features and make emissions information

more accessible and transparent to allow

customers to better understand and reduce

the carbon impact of their journey and

continue to build awareness around the

benefits of using rail and coach instead of car

or plane. We also introduced digital season

tickets alongside our existing digital railcards

to reduce non-recyclable ticket waste and also

made it possible to book bicycle reservations

on trains through our product, further

encouraging modal shift.

What we’re doing internally

In September 2021, through the Science

Based Targets initiative (‘SBTi’), we committed

to set an SBTi-aligned net zero target,

achievable no later than 2050, and to reduce

emissions from our own operations (Scopes

1 & 2) in line with a 1.5°C scenario and from

our value chain (Scope 3) in line with the Well-

Below 2°C scenario. We also signed up to the

Business Ambition for 1.5°C and UNFCC Race

to Zero campaigns.

Since then, we have modelled both our near-

term and long-term science-based targets

and created a robust reduction strategy which

we intend to submit to the SBTi in 2023 which

will include a complete annual greenhouse

gas inventory of our full value chain.

Sustainability

continued

Trainline plc

Annual Report and Accounts 2023

09

Strategic Report

Governance

Financial Statements

I Came By Train

Case study

Most people don’t realise that transport is the

number one contributor to the UK’s carbon

emissions. But climate change has become

a problem so overbearing that many people

feel too overwhelmed to change their lifestyle

and try to make a difference.

So how do you get a nation to realise that

simply switching a plane or car journey to rail

is the biggest and easiest way to address the

climate crisis and their personal footprint? By

switching the narrative from ‘flight shaming’

to ‘train bragging’.

October 2022 saw the launch of I Came By

Train, a campaign designed to drive rail as a

more sustainable way to travel and create a

feeling of pride in choosing rail.

As part of the campaign, Trainline worked

with singer-songwriter Craig David to

produce Better Days, a song about the

importance of nature and taking care of

the environment. Supported by billboards,

light projections and murals, the campaign

highlighted the many reasons why people

should be proud to say I Came By Train. We

also encouraged action via social media by

asking people to simply pledge to switch

a journey from plane or car to rail via the

I Came By Train website.

In February 2023, we brought together

experts from the rail, sustainability and

tech sectors for the launch of the I Came By

Train white paper, which called for industry

stakeholders to build an alliance to help more

people choose rail, by promoting its ease,

efficiency and sustainability, and thereby

creating a mass movement from car and

plane to rail.

Sustainability can be rail’s secret

weapon for creating growth”

Jody Ford, Chief Executive Officer

Trainline plc

Annual Report and Accounts 2023

10

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Market overview

A large and recovering market

set for long-term growth

European rail market

pre-Covid-19 worth over

€60bn

Investment pledged in

UK Integrated Rail Plan

£96bn

EU target to increase the

length of the high-speed

rail network by 2050

3x

Trainline plc

Annual Report and Accounts 2023

11

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Market overview

continued

Governments’ ongoing investment into

rail across Europe will further facilitate

recovery and growth. In the UK, this includes

£96 billion announced in the Integrated Rail

Plan in November 2021. The stated objectives

of the investment are to support continued

growth, improve efficiency and reliability, and

to further facilitate the transition of travellers

to more sustainable modes of transport

including rail.

In continental Europe, governments are

seeking to double high-speed rail traffic

by 2030 and triple high-speed rail by 2050,

with the most significant network expansion

planned in Spain, France, Italy and Germany.

The EU is targeting a 55% reduction target

for CO

2

emissions by 2030.

Domestic competition between high-speed

rail carriers in Europe has stepped up

meaningfully, with increased competition

enhancing choice and value for passengers.

Four rail brands are now competing across

Spain, two across Italy, and two between Paris

and Lyon, the busiest route in France. We are

quickly gaining ground as the aggregator of

choice on these high-speed routes.

UK rail market recovery – FY2023

Leisure travel – ahead of pre-pandemic

levels despite strikes

Traditionally Trainline’s strongest market

segment, it has recovered to above

pre-pandemic levels despite the impact

of strikes in FY2023. It was a strong start

to the year, but travel uncertainty has

since impacted customers’ confidence

to book ahead.

Commuter travel – steady recovery

Recovered to ~70% of pre-pandemic

levels. Despite the travel disruption, with

limited commute activity on strike days,

segment recovery has continued through

the course of the year. Season tickets have

remained relatively flat and is recovered to

~35% of pre-pandemic levels, but overall

commute has shown good recovery

throughout the year. Trainline continues

to focus on features and digital options

which make the commuter experience

easier for customers.

Business travel – slowest to recover

but longer-term growth due to greener

travel choices

Recovered to ~60% of pre-pandemic

levels. This has been the slowest segment

to recover, but it has stepped up through

the year. Trainline continues to believe in

long-term segment recovery as corporates

move towards greener travel choices.

Trainline plc

Annual Report and Accounts 2023

12

Strategic Report

Strategic Report

Governance

Financial Statements

Market overview

continued

Trainline operates in a large market

that enjoys significant structural tailwinds

Shift to online and mobile ticketing

Etickets in the UK increased to 43% of total

rail industry sales by FY2023, reflecting a

greater prevalence of people buying train

tickets through Trainline’s 4.9-star app.

Eticket availability will reach over 90% of

journeys once Southeastern completes

its roll-out. This means there is significant

headroom for ticket penetration to

grow further.

We are priming our mobile app to better

serve customers, including making railcard

renewals easier and developing digital

season tickets for commuters.

1

Our structural tailwinds:

Shift to online and mobile

ticketing accelerated

Driving modal shift with

significant investments

in rail

Greater supply

fragmentation in our core

European geographies

1

2

3

Market overview

continued

Driving modal shift with

significant investments in rail

UK and European governments are investing

to drive modal shift to rail as a greener mode

of transport amid growing environmental

awareness and ambitious net zero targets.

Governments and businesses continue to

recognise that achieving net zero emissions

targets will require a modal shift to more

sustainable travel options. In comparison to

air and road transport, rail is a significantly

lower-carbon form of transport, generating

70-86% less CO

2

emissions than driving or

flying. Rail is also a very efficient way of

moving people into city centres and over

long distances, reducing road congestion

and pollution.

A strategic priority of the UK Decarbonising

Transport plan is to accelerate modal shift

by making public transport “the natural first

choice for our daily activities” and, where the

car remains attractive for longer journeys,

increasing “competition from high-speed

decarbonised rail and zero emissions

coaches”. The UK government has set a

reduction target for CO

2

emissions of at least

78% by 2035 compared to 1990 levels and

plans to invest a record £48 billion by 2024

to “maximise the shift of users to rail”.

European governments have also begun

taking action to promote rail over internal

flights in order to meet their net zero targets

and we anticipate more governments

will introduce similar regulations in the

coming years.

Sustainability is increasingly becoming a

priority for corporations of all sizes around

the world and implementing sustainable

business practices includes the introduction

of sustainable travel policies.

A SAP Concur report found that 97% of

business travellers would increase their

journey time if it significantly reduced the

environmental impact, and 69% of travel

managers have updated their company’s

travel guidelines to have a greater focus

on sustainability.

Several large European companies have

said they will reduce their carbon emissions

from flights including Deloitte, PwC, Lloyds

Banking Group, ABN Amro and Nestlé.

2

Trainline plc

Annual Report and Accounts 2023

14

Strategic Report

Strategic Report

Governance

Financial Statements

Market overview

continued

Greater supply fragmentation in

our core European geographies

Trainline operates in an increasingly complex

and fragmented rail market. With ongoing

liberalisation and investment in rail and

greener modes of transport, we expect

competition to increase. Major carriers from

France, Italy and Spain are now competing

in each other’s domestic markets and new

cross-border routes are set to open. With

multiple suppliers on multiple routes, Trainline

can help customers choose the right journey

by comparing and displaying all the options

clearly in one site.

France’s SNCF entered the Spanish market

under its low-cost brand Ouigo Spain in May

2021 on the busy Madrid-Barcelona route.

In turn, the incumbent rail operator Renfe

launched its own low-cost offshoot, Avlo,

on the same route. Italy’s Trenitalia entered

the French market in late 2021, with services

between Paris, Lyon and Milan. Trenitalia-

backed Iryo launched its first services on the

Madrid-Barcelona and Madrid-Valencia routes

at the end of 2022.

This trend is set to continue: Iryo is

expanding routes in Spain, with services

between Madrid and Seville/Malaga from

March 2023 and Madrid to Alicante in

June 2023. Ouigo is planning to run on the

Madrid-Seville/Malaga route by 2024.

Renfe is due to run cross-border services

between Barcelona-Lyon and Madrid-

Barcelona-Marseille by the summer of 2023.

Le Train and European Sleeper are further

examples of new operators planning to launch

services, with Le Train launching routes on

the Western Corridor in France connecting

major cities like Bordeaux, Tours, Nantes, and

Rennes. European Sleeper expects to launch

its night train service between Brussels-

Amsterdam-Berlin in May 2023.

New operators introduce different customer

propositions – from low-cost (Ouigo Spain

and Avlo) to premium service (Trenitalia

France and Iryo). Such competition provides

more choice, convenience and quality for

customers, as well as more competitive fares.

As competition grows, passengers will

increasingly need websites and apps that

provide transparency across all carrier

options. Trainline aggregates different

carriers, fares and journeys in one place,

making it easy for customers to select the

right option for them, together with the

ability to book rail tickets in a language

and currency of their choice.

For carrier partners seeking to grow or

enter new markets, we can rapidly add their

inventory and offer access to a diverse global

customer base across our B2C and B2B

channels – connecting them to consumers,

business travellers and travel resellers.

3

Selected key rail routes in continental

Europe with competition

Trainline plc

Annual Report and Accounts 2023

15

Strategic Report

Strategic Report

Governance

Financial Statements

Market overview

continued

Regulatory and political

environment

EU goal: 2x high-speed

rail traffic

Scheduled collective

travel of under 500km

should be carbon-

neutral within the EU

EU goal: 3x

high-speed

rail traffic

European

Year of Rail

By 2030

By 2050

2021

In April 2023, the European Commission announced it

had launched a formal investigation into the Spanish

incumbent carrier Renfe. It is investigating whether

Renfe abused its market-dominant position by refusing

to provide third-party retail platforms like Trainline its

full range of tickets, discounts and features, as well as

its real-time data.

Working towards green mobility

The Commission’s European Green Deal established a

goal of becoming climate-neutral by 2050 and included a

commitment to a rethink of EU policies for clean energy in

the transport sector.

In late 2021, the European Commission presented its

‘Action Plan on boosting long-distance and cross-border

passenger rail’ as part of a package of initiatives to foster

green mobility. Objectives of the Action Plan include

the promotion of more user-friendly ticketing, including

allowing passengers to find the best tickets at the most

attractive price and better support when faced with

disruption. Third-party ticket vendors (e.g. Trainline) have

been identified as having a key role to play in the delivery

of this plan.

In June 2023, the latest revision of the EU Rail Passenger

Rights Regulation (RPRR) will be implemented. Under the

RPRR, rail carriers across the EU will be required to share

more content and data, including ‘real-time data’, with

independent platforms like Trainline.

A review is underway by the European Commission

to make it easier for customers to plan and buy tickets

for journeys that combine different modes of transport.

The multimodal digital mobility services (MDMS) initiative

aims to better integrate public transport and rail services

to achieve seamless multimodal passenger transport,

delivering the EU Green Deal.

At the start of 2023, the European Commission

announced it will support ten pilot projects to

establish new rail services or improve existing

ones. This will improve cross-border connections

across the EU, making them faster, more frequent

and more affordable.

Europe

Working towards more competitive mobility

Liberalisation of the national rail and coach markets

continues to unfold, promoted by a series of European

Commission initiatives aimed at encouraging competition

across Europe’s railways and facilitating efficient transport

systems that operate effectively across borders.

The Fourth Railway Package is one such initiative.

It comprises a series of measures aimed at creating

a truly integrated European Railway Area and making

EU railways more attractive, innovative and competitive.

The reform started in 2019 with the opening of the

market for domestic passenger transport services

by rail and we are already seeing the competitive

benefits in markets like Spain and France.

These legislative initiatives are helping to create an

environment which is supportive of further competition

and market volume growth. This expands opportunities

for new rail operators to enter the rail markets in other

geographies and for independent retailers who play a

key part in supporting these new entrants. Independent

retailers do so by aggregating, combining and showcasing

a multitude of operators on their platforms and provide

much needed transparency and optionality to rail users.

In April 2022, the German Federal Cartel Office (FCO)

published preliminary findings of its review into

Deutsche Bahn (DB). It found that certain practices used

by DB constitute an abuse of market power in relation

to third-party mobility platforms like Trainline. The FCO’s

preliminary findings included that DB offered insufficient

contractual terms, did not make real-time data available,

and contractually imposed advertising bans, together with

possible discrimination against mobility platforms with

regard to the commission rate paid for ticket sales. It has

been reported that DB is seeking to reach a settlement

with the FCO.

Unless market conditions are set that allow for independent

platforms to operate on a level playing field and with

appropriate remuneration, Trainline will remain unable to

sufficiently invest to serve the German domestic market and

offer passengers its broad set of products and innovations.

Trainline plc

Annual Report and Accounts 2023

16

Strategic Report

Strategic Report

Governance

Financial Statements

Regulatory and political environment

continued

UK

GBR

The UK railway is undergoing a period

of industry reform which began with the

Williams-Shapps Plan for Rail, announced by

the Department for Transport in May 2021.

It set out the government’s proposals for

changes to the management of the railways.

At the core of the plan was the establishment

of GBR to bring greater coherence and

coordination to the sector.

Passenger rail services are currently delivered

by 32 train operators, including those let

as franchises to private companies by

the Department for Transport, Transport

Scotland, and Transport for Wales; and those

run by private companies under an Open

Access model (where track access rights are

bought from Network Rail for specific routes).

The process of restructuring the industry

is expected to take several years, requiring

legislation to fully complete. Interim

franchising arrangements made during the

pandemic (Emergency Measures Agreements)

transitioned to National Rail Contracts (NRCs)

for incumbent operators during 2021-22, with

the UK government continuing to assume

revenue risk for the industry. Longer term,

NRCs will be phased out but no timescale

has yet been given. They will be replaced by

Passenger Services Contracts (PSCs).

Bradshaw address

The new Secretary of State for Transport,

Mark Harper, provided more direction on

GBR in his speech at the annual George

Bradshaw Address on 7 February 2023. He

stated it would be established as an arm’s

length body to develop a guiding strategy for

rail, to be published by the GBR Transition

Team (GBRTT) later in 2023. GBR would

act as the ‘guiding mind’ to coordinate the

network, sitting above track and train. He

placed far greater emphasis on the role

of the private sector in the running of the

railways, highlighting new passenger service

contracts for rail carriers with commercially

driven targets and supporting more direct

carrier competition in the form of new open

access operators. In retail, he underlined his

commitment to a competitive retail market

to drive innovation and value for customers.

Creation of GBR as a ticket retailer

The Plan for Rail included proposals

to replace many of the sub-scale Train

Operating Company websites and apps

with a GBR-branded app and website. At

this stage, neither the UK government nor

the GBR Transition Team have confirmed

how they plan to develop and operate an

online retailing platform for GBR, beyond

Rail Delivery Group (RDG) taking preliminary

steps ahead of a formal exercise to procure a

Consolidated Online Retailing Solution (CORS)

for the sale of rail tickets, with an expectation

that the contract would novate to GBR at

some future stage. The estimated contract

notice (effectively the official process start

date) was 1 April 2022.

However, no formal procurement exercise

has yet started at time of writing. In February

2023, Train Operating Company Govia

Thameslink Railway Ltd (GTR) launched its

own tender process to white label its online

retailing channels, reflecting the rail industry’s

continuing uncertainty around whether the

CORS tender process will happen.

We remain engaged with RDG, GBRTT and

DfT and are ready to actively support a

procurement process should one go ahead.

RDG Retail Review

Along with other third-party retailers,

Trainline was invited by RDG to take part

in a review process of the broader retailing

landscape and the commercial framework,

including industry commission rates.

In March 2022, Trainline announced it had

reached agreement with Rail Delivery Group

(RDG) on a memorandum of understanding

(MOU) to amend its third-party retail licence.

The MOU was an output from RDG’s review

of rail retailing in the UK. Following last year’s

announcement, Trainline and other third-

party retailers entered into a collaborative

phase of engagement with RDG on new

contractual licence terms.

In May 2023, we confirmed that this phase

of engagement with RDG had now concluded

with the implementation of the legally

binding minimum set of terms, as disclosed

in our previous communications. Trainline

estimates a resulting c.0.25% net reduction

in commission rate, effective 1 April 2025.

The terms applicable to Trainline will include:

•

A 0.5% reduction in the base B2C online

sales commission rate, from 5% to 4.5%

•

An offsetting removal of central industry

costs. Trainline estimates this to be c.0.25%

Trainline plc

Annual Report and Accounts 2023

17

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

For travellers

For businesses

carriers (UK & Europe)

>270

Business Model

We aggregate data from

>270 carriers across the

UK and Europe on our

platform...

We apply the brilliant minds of our

people, our smart technology and

customer insights...

To generate our highly rated user

experience and partner solutions

Building the world’s #1 rail platform

Trainline plc

Annual Report and Accounts 2023

18

Strategic Report

Governance

Financial Statements

Business Model

continued

We aggregate data from

>270 carriers across Europe

on our platform

We apply the brilliant minds of our

people, our smart technology and

customer insights...

To generate our highly rated user

experience and partner solutions

We have integrated over 270

carrier partners to date, mostly

across the UK and Europe,

bringing together the majority

of rail and coach operators onto

one platform, covering all of the

UK rail network and ~80% of the

European network.

This breadth allows us to offer

all the journeys, fares and ticket

options to our customers,

whenever and wherever

they may be travelling.

Our proprietary technology - Platform One

Platform One is our agile and proprietary

technology. It is the engine behind our Trainline

consumer app and website, and it also powers the

booking and retailing solutions for our partners

and B2B clients such as rail carriers, travel sellers,

businesses and public sector organisations.

Powerful data assets

We understand the travel needs and patterns of

our customers in over 40 countries through our

B2C and B2B channels with around 117 million

visits to our platform each month.

Market-specific features and personalisation

Using our product and technology expertise, plus

the unique data insights generated across our

large customer base, we continue to enhance our

customer proposition and tailor it to the needs of

different markets.

Revenue model

We earn a commission and fees on ticket sales.

We also generate revenue from advertising and

ancillary services such as travel insurance and

multi-currency payment options.

B2B partners pay a commission and/or

transaction fee on ticket sales, as well as other

related technology service fees for the provision

of our solutions.

For travellers

Highly rated customer experience for

travellers globally

•

4.9/5 star rated app

•

Search and book train tickets for

journeys in over 40 countries

•

Available ticket types, journey

combinations and fares across

carriers in one place

•

Seamless, friction-free booking

experience

•

Multiple languages, currencies

and payment options

•

Digital tickets, smart

personalisation, real-time travel

information and many more

features

For businesses

We provide end-to-end digital

retailing solutions for carriers

•

Fast and secure tech platform for

retailing and ticketing at a lower

cost to serve

•

Deep rail tech expertise –

customised, high-converting and

high-quality solutions

We give travel sellers access to our

rail content via our global API

•

Access our rail content with

all local features through one

connection

•

Allows travel sellers to integrate

rail into their offering, helping

them grow their business

We offer smart rail booking

solutions for companies of all sizes

•

Trainline branded business portal

for businesses and public sector

clients of all sizes

•

All in one place for full travel

visibility, cost control, and

sustainability reporting

Trainline plc

Annual Report and Accounts 2023

19

Strategic Report

Strategic Report

Governance

Financial Statements

Business Model

continued

Creating value for our app

and online customers

At Trainline, our purpose is to empower greener travel

choices, connecting people and places.

Offering smarter travel, Trainline unlocks the power

of our platform and data, offering unrivalled value, a

friction-free experience and motivating greener habits

– thereby encouraging customers to switch from car

and air to rail.

We work tirelessly to provide the best possible product

fit in our target markets – tailoring our app and website

experience to the needs of our local customers, providing

high-quality and relevant features and services.

• Simple, intuitive user interface

• Digital ticketing including seasons

• Set multiple commute favourites

• Real-time information

• Self-service change of journey,

automated refund capability

• Modern payment options

Friction free

Enabling customers to

get it right

Unrivalled value

Unearthing the greatest, most

trusted value for your journey

• All carriers, fares and

railcards in one place

• Money-saving features include:

SplitSave, Price Prediction,

Ticket Alerts, Best Fare Finder,

Railcard Finder

• Route emission info

• Campaigns to drive awareness

of sustainability of rail

• Bike reservation

Key features

Key features

Key features

Business Model

continued

Creating value for our partners, business

customers and the industry

Stepping into Europe with Global API

Our new Global API gives us the ability to expand into Europe

and work with more leading travel brands and online

booking tools.

Carrier competition on the continent is increasing as more

rail operators launch new high-speed routes in the markets.

It’s an opportunity for Trainline to connect business

passengers across European cities and offer them a

sustainable way to travel.

Coupled with our Agent Tools, the new API allows us to

distribute our technology through a single connection, so our

partners’ customers enjoy a simple and seamless experience.

Consumer style bookings with business extras

Our presence in the business travel market is growing fast.

Trainline Business gives millions of employees an effortless

way to book their train travel across over 40 countries.

Powered by Platform One, they will benefit from a consumer-

style booking experience with visibility of their travel spend,

cost efficiencies and controls.

IT Solutions for Carriers

Through Platform One, we enable digital innovation in the rail

industry. Our tailored retailing solutions meet the needs of

our carrier and retail partners, lowering their cost to serve

and simplifying their innovation process.

Partners can access our innovative suite of products and

features, benefiting from our scale and expertise:

•

One-stop shop (front-end and back-end retailing needs)

•

Customer-centric ecommerce experience

•

Deep inventory connections

•

Certified PCI Level 1 compliant

•

ISO 22301 certification and in the process of obtaining

ISO 27001

•

Dedicated customer service team

For the rail industry

Across our whole platform ecosystem, we provide

cutting-edge rail technology and digital ticketing innovation

that encourages more people to travel by train at a lower cost

to serve for the industry.

Our vision is to be the world’s number one rail platform. Through Trainline Solutions, we

provide retailing capabilities and solutions to travel sellers, businesses, and rail carriers.

Trainline plc

Annual Report and Accounts 2023

21

Strategic Report

Strategic Report

Governance

Financial Statements

Our technology

At Trainline, we pride ourselves on our proprietary, modern,

scalable tech platform created and maintained by our c.500

bright product, data and tech minds.

Our ability to bring together teams comprising developers,

designers, infrastructure and data scientists to create

a world-class experience for our customers and carrier

partners is what defines us and allows us to continually

innovate and maintain our superior customer experience.

3.5m

origin-destination

pairs per month

750+

releases a week

>600

microservices

315

searches per

second

>500

engineers, data

and tech specialists

6+TB

data processed

a day

Reliable, scalable, secure

• >600 microservices,

increasing speed of

development, flexibility

and scalability

• c.500 engineers, data

and tech specialists

• 750+ releases per week

Deep inventory

connections

• Rail and coach

• Pre- and post-sales

• Real-time data

• Add-on travel services:

insurance, etc.

Personalised

AI data products

• >6 TB data processed per day

• Bespoke AI-driven features

• Personalised UX and CRM

Customer-centric

ecommerce

• Simple ‘one click’ user

interface: hides industry

complexity;

multi-product basket

• Proprietary multi-carrier/

modal journey planner

• 10+ payment options

including Google Pay and

Apple Pay

Security, payments,

fulfilment, fraud

safeguards

• PCI-DSS Level 1 (Merchant &

Service Provider) since 2013

• Partnership with NCSC & NCA

• Internal standards aligned

with NIST framework

• Business Continuity Planning

(ISO 22301) certified since

2022

• 3DS version 2 implemented

• Payment Services Directive

II Secure Customer

Authentication fully live

• Industry-leading fraud

to sales ratio

• Industry-leading payment

acceptance rates

Trainline plc

Annual Report and Accounts 2023

22

Strategic Report

Governance

Financial Statements

Our technology

continued

Platform One

Our single global tech platform provides a range of tools and services for our B2C and B2B customers.

Supply data (UK & EU)

Global API and white

label services

ecommerce

Ticketing and

settlement

Payments

and fraud prevention

Journey planner

and real-time info

Customer

accounts

Trainline plc

Annual Report and Accounts 2023

23

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Strategy

Positioning ourselves as the market aggregator for European rail, while in the UK

further digitising the rail retailing experience, particularly for commuters.

Our strategic growth priorities

Providing a smart, intuitive and seamless

experience for our customers is at the

heart of our business – we are continually

improving and optimising our user

experience on our mobile app and web

interface, removing friction for customers

while offering them access to unrivalled

value and the widest choice.

We have created a platform that consolidates

rail and coach inventory for carriers across

our European markets, providing one

convenient online experience for customers.

Through customer insights and research,

personalisation, data and machine learning,

we invest in designing features that enhance

the journeys of our customers at every stage,

from planning and booking through to

post sales.

Our key focus is to strengthen demand by

deploying our marketing playbook to drive

customer acquisition, encouraging more

customers to choose more environmentally

sustainable modes of transport.

We have built a strong brand, notably in

the UK, with opportunity to grow customer

awareness in Europe.

Our addressable customer base remains

large and the headroom for Trainline to grow

across our core markets remains significant.

Increasing customer lifetime value means, for

us, our customers use us more frequently for

more of their travel needs – be it commuting,

shopping trips, getting to university, business

trips, family days out, buying a railcard or

international travel.

Through our enhanced product offering

and broader marketing, we are significantly

increasing our ability to help people make

these everyday travel choices.

While helping to drive faster growth,

increasing customer lifetime value is

also improving our customer economics,

allowing us in turn to invest more in

customer acquisition.

Trainline Solutions (‘TS’) is playing a key role

in providing reach and scale to rail operators.

TPS has primarily focused on opportunities

in the UK to date, but we are now starting to

break through into European markets with

our retailing solutions for carriers as well as

distribution capabilities for travel sellers.

Our solutions for Distribution, Carrier IT

and Businesses offer further and significant

growth headroom for Trainline. We remain

focused on increasing demand from our

existing accounts and winning new

accounts in all three areas.

Enhance the customer

experience

Build demand

Increase customer

lifetime value

Grow Trainline Solutions

Trainline plc

Annual Report and Accounts 2023

24

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Strategy

continued

Our strategic

growth

priorities

Key focus areas

Progress in FY2023

Enhance the

customer

experience

•

Investing in our strong pipeline of innovation with a particular

focus on features that differentiate our offer and meet

specific local market needs in our European target markets

•

Adding new supply as it hits the European markets, offering

our customers better choice and value whilst enabling our

carrier partners to reach a wide user base

•

Continuing to innovate for the returning commuter market

in the UK

•

4.9/5 star rated app in UK and Europe (iOS)

•

Integrated in Spain new carrier brand Iryo ahead of its launch on the Madrid-Barcelona, Valencia and Seville/Malaga

routes, plus added SNCF Ouigo’s new Madrid-Valencia route

•

Launched innovative new products and features in Europe, including Prix Futés (SplitSave) in France and Trenitalia

discount codes in Italy

•

Eticket penetration of industry sales increased from 40% to 43% in FY2023. Eticket penetration was 44% in Q4 FY2023

•

Digitising commuter ticketing in UK, with digital seasons rolled out across 12 train operators and Quick Buy feature

recently launched

•

Since launch, c.4 million customer set ups of ‘Favourites’ feature, which allows them to personalise their journey

•

Expanded SplitSave to 80% of journeys, up from 64% at launch in FY2020 through data-led optimisation

Build

demand

•

Flexible ramping of performance marketing and customer

acquisition as market economics allow

•

Investment in brand awareness in key European markets

•

Attracting foreign travellers to rail and to Trainline

•

Scaled our marketing investment in our focus markets, driving up brand awareness and new customer acquisition

in Spain and Italy, helping grow net ticket sales in those markets fourfold and threefold respectively

•

Increased foreign travel, with net ticket sales up 87% Yo3Y, particularly for US inbound travel. We currently rank

first or second on Google search for the five most popular rail journeys in Europe for US customers

•

Ran a value-focused brand campaign in UK, driving a 5 percentage point increase in value perception amongst

our target audience of under 30-year-olds

•

58% increase in active customers in UK vs. FY2020

Increase

customer

lifetime value

•

Continuing to win and retain high value and loyal customers

•

Investing in and building out monetisation levers beyond

commission in the UK and International

•

Making Trainline more relevant for more of our

customers’ journeys

•

c.50% of UK active monthly customers transacting 2+ times a month (up from 42% in FY2021)

•

Strong progress in scaling digital railcards with 1.8 million active railcard users in the UK at the end of FY2023,

reflecting the maturity of our proposition there

•

Grew regional sales in Italy 4x Yo3Y

Grow Trainline

Solutions

•

Retaining and growing existing UK customer base

•

Expanding Global API and white label services into

European markets

•

In UK, signed contract extensions with Train Operating Companies ScotRail and CrossCountry, and signed up third-

party retailer Trainhugger as a new client

•

In Europe, regional sales for our first Carrier IT Solutions partner NTV Italo went live in July

•

Signed more B2B customers to our Global API, notably CWT, Agiito and Havas Voyages, with the latter two now live

Trainline plc

Annual Report and Accounts 2023

25

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Case study

In the past two years Trainline has doubled its share of the UK commuter segment.

Bringing commuters

and frequent travellers

on board

We have primed our mobile app to better

serve the commuter market, from hybrid

workers to those that commute 5+ days a

week. This includes providing an increasingly

full product suite, while simplifying and

personalising their experience.

Digitalising season tickets

Over £2 billion of season tickets were sold

annually in the UK pre-Covid-19. Today it is

around £800 million but continues to recover.

Until recently commuters that used season

tickets had to put up with an antiquated,

paper-based ticketing experience, despite

being the most frequent rail users.

However Trainline is changing that by

taking eticket barcodes to the next level. We

developed the sTicket, a secure eticket, which

was then accredited as an official ticketing

standard for high-value barcode tickets by the

RDG. In doing so, we have enabled season

tickets to be served digitally for the first time.

It includes smart security features such

as time limited barcodes and allows for

passenger photos to be embedded directly

in the digital ticket, removing the need for

a separate physical photo card.

We launched our in-app digital flexi tickets

in summer 2021, and have since developed

all other types of season tickets - weekly,

monthly and annual - in our secure digital

format. Having received full accreditation,

we are currently in the process of rolling this

out carrier by carrier and so far have enabled

digital seasons on 12 TOCs.

Personalising the commuter experience

Finding journey options and buying tickets for

your favourite routes has never been easier,

with our Favourites experience, commuters

can save their most frequent journeys, buy a

ticket in just a few taps, and track their daily

commute in real time.

c.4 million of our UK users have set up a route

in Favourites since launch, benefiting from

our push notifications about disruption on

their favourite route during their typical travel

time. For anybody regularly buying flexible

tickets on the same day, such as anytime

tickets or travel cards, our Quick Buy option

allows them to purchase repeat tickets such

as singles and returns in just three clicks.

Trainline plc

Annual Report and Accounts 2023

26

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Case study

Carrier competition in European rail creates opportunity for Trainline to

position itself as the market aggregator, with net ticket sales tripling in Italy

and increasing fourfold in Spain Yo3Y.

Aggregation of high speed rail

In 2019, the EU’s Fourth Railway Package

opened domestic rail passenger services to

competition. At that point, Italy was the only

large country with major competition across

its high-speed routes, following NTV Italo’s

market entry several years earlier. Since then,

we have seen competition arising on other

European high-speed routes Europe, creating

the need for a rail aggregator like Trainline.

At Trainline, customers can compare fares,

ticket types and journey options across all

the different operators, and then book the

combination they want. As such, aggregation

provides a clear market use case, prompting

customers to use Trainline when booking

their tickets.

Liberalisation is happening most quickly in

Spain, where the number of carrier brands

operating high-speed rail services grew

from one to four in less than 18 months.

Having launched first on the busiest routes

of Madrid-Barcelona and Madrid-Valencia,

the new entrant carrier brands are launching

more high speed routes across Spain this

year. Total routes are set to represent an

aggregation opportunity of c.€1.3 billion in

Spain alone.

Our aggregation proposition is helping

Trainline take share in Spain, particularly on

routes that have liberalised. On the Madrid-

Barcelona route in Q4 CY2022, while overall

passenger volume grew 1.4x YoY, Trainline’s

sales transactions doubled and were up 9x

Yo3Y. At the same time, we are also helping

new entrant carriers access customers,

making up 20% of Iryo’s sales on Madrid-

Barcelona during its first quarter of trading

(Q4 CY2022).

While growing customers on liberalised

routes, we are becoming more relevant for

routes with no carrier competition. Italy is

the prime example, given its maturity as a

liberalised market. While we tripled net ticket

sales in three years, this was outpaced by our

growth in sales on regional journeys, which

quadrupled Yo3Y.

At Trainline, customers

compare fares, ticket

types and journey options

across all the different

rail operators.

Trainline plc

Annual Report and Accounts 2023

27

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

The global inbound and cross-border rail travel market

in Europe represents a significant future growth

opportunity for Trainline.

Case study

Foreign travel represents global customers

from the US, UK and the rest of the world, as

well as some intra-EU cross-border travel. It

is worth over €4 billion, and is high margin,

generating a double-digit percentage revenue

take-rate (revenue generated as a percentage

of net ticket sales). Unsurprisingly, net ticket

sales for foreign inbound travel is highly

seasonal, with sales peaking over the

summer months.

In FY2023, foreign travel net ticket sales

increased 87% Yo3Y, with sales to US inbound

customers particularly strong. This was

driven by Trainline’s comprehensive one-

stop experience for all travel in Europe, and

unlocked through SEO and performance

marketing. Trainline ranks first or second

on Google search for the most popular rail

journeys in Europe for US customers.

Foreign travel

Looking into FY2024, we expect another

strong year for US inbound customers, with

a Trainline survey finding that Europe is the

top of the wish list for summer travel for

one-third of Americans, with over 75% wishing

to travel to two or more countries. We are

further ramping up our efforts to entice US

customers, launching a PR campaign to find

‘Trainline’s Chief Conductor’, with the winner

experiencing rail adventures across Europe,

as recommended by David Hasselhoff.

In addition, to build trust and help customers

feel reassured, we are launching journey

guides and information, specifically designed

to help US inbound customers travel by train

across Europe.

At the same time we are increasing our focus

on cross-border travellers who value the

consistent experience they get with Trainline

across multiple countries and train operators.

We make it easy to book the whole journey in

one place as opposed to booking individual

legs with each national carrier.

Trainline plc

Annual Report and Accounts 2023

28

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Investing in product market fit,

marketing and brand awareness

In the UK, we launched a brand campaign focused on value

for money to illustrate how customers who book through

Trainline save on average 35% versus the walk-up price at

the station, through a combination of all the trains, all the

fares and our data-led features such as SplitSave. This is also

reflected in improvements in value perception, increasing

5 percentage points in our target under 30 audience.

We are investing in improving this value perception further

in FY2024 through our new campaign ‘Great journeys start

with Trainline’. This is designed to champion our unrivalled

value and friction-free propositions, helping customers

understanding how they can save money, effortlessly.

We use innovation and marketing to help customers unearth the

best value tickets for their journeys.

Case study

Unlocking value for customers

Unlocking value and ease

In 2020, we launched our in-app digital railcard in the UK,

allowing our customers to buy, store and use a digital railcard

alongside their tickets in our app, without the hassle of keeping

and renewing a paper version. We now have over 1.8 million

customers with a digital railcard, purchasing more than 3.5

times more journeys than our customers without a railcard.

Our railcard holders don’t need to remember their physical

card, and they also don’t need to worry about it expiring

anymore. During 2022, we launched our easy railcard renewal

process, reminding our customers when their railcard is about

to expire and making it possible to renew the railcard with us

in just a few clicks.

Trainline plc

Annual Report and Accounts 2023

29

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Prix Futés (SplitSave) in France

Prix Futés allows customers to stitch together

multi-leg journeys more cheaply than on the

incumbent’s app.

Case study

continued

Launched price calendars across

UK, Spain, Italy and France

Price calendars make it easy for customers

across the UK and Europe to find the best

price for their journey.

Discount codes in Italy

The equivalent of railcards for Trenitalia trains,

this provides customers an easy way to save

money on their fares.

Unlocking value in our markets

We use innovation and marketing to help customers unearth the

best value tickets for their journeys.

Trainline plc

Annual Report and Accounts 2023

30

Strategic Report

Strategic Report

Governance

Financial Statements

Case study

Global API

We continued to position the Global API platform for growth, giving B2B partners

the ability to offer European rail options to their customers through one simple,

seamless connection. Below are examples of three of our B2B partners.

CWT is a global business travel and meetings specialist

and has been a Trainline Solutions client for over 5 years.

Trainline’s innovation and product features and the scale

of aggregated content hosted in Platform One makes it

easier for CWT to develop new tech once, and then roll out

comparatively easily to other markets. Trainline also stitches

together cross-border journeys simply and seamlessly.

Trainline’s ability to offer sublicensing also provides CWT

with more efficient access to content, meaning they can

avoid complex and lengthy negotiations with the carriers.

In summer 2022, CWT’s flagship ‘myCWT’ app went live

on Platform One, as part of a multi-modal expansion

of the app which also included offering car hire.

Havas Voyages is the biggest travel network in France,

and Trainline’s first non-UK traditional TMC partner.

Havas Voyages partnered with Trainline because its technology

enables both sales and post-sales to be performed online for

SNCF. This means their customers can self-serve post-sales

online rather than calling Havas operational teams, which

represents massive productivity gains.

Havas Voyages were also interested by Trainline’s cross-border

rail offering, and our capability to offer multi-carrier journeys,

with all segments in one single transaction.

Navan, a leading corporate travel and expense platform,

partnered with Trainline to enhance its customer proposition

with the launch of its European rail offer.

Navan has been with Trainline for three years and was the first

partner to go live on Trainline’s Global API, offering thousands

of global customers a seamless rail booking experience that

also provides a sustainable travel option – all through one

simple connection.

Trainline’s Global API enables Navan to provide its customers

with a superior and feature-rich customer service. As well as

offering a wide choice of routes and fares, customers have

the freedom to manage their own booking, empowered by

self-service capabilities such as obtaining refunds on-the-go,

saving both time and money.

In a buoyant environmental context for rail activity, Havas Voyages needed to simplify and optimise the process of booking, modifying,

and cancelling train tickets for the benefit of its business customers through its TravelSolutions booking tool. The partnership with

Trainline Partner Solutions (TPS) responds perfectly to this problem and allows access to a wider international offer”

Havas Voyages

Trainline plc

Annual Report and Accounts 2023

31

Strategic Report

Strategic Report

Governance

Financial Statements

FY22

FY23

2,520

4,323

FY21

783

FY22

189

FY23

327

FY21

67

FY22

FY23

39

86

FY21

(25)

FY23

FY21

(11)

(1)

FY22

8

FY21

(19)

(2)

FY22

FY23

5

We use the following financial and

non-financial KPIs to measure the

strategic performance of our business.

Key performance

indicators

Description

Net ticket sales represents the gross

value of ticket sales to customers, less the

value of refunds issued, during the year.

Net ticket sales does not represent the

Group’s revenue.

Performance

Net ticket sales was £4,323 million, an

increase of 72% vs prior year, with UK

Consumer increasing by 55%, International

by 125% and TS by 98% vs prior year.

Description

The Group generates the majority of its

revenue in the form of commissions earned

from the rail and coach industry on ticket

sales based on a percentage of the value of

the transaction. The Group also earns fees

and other service charges billed directly to

the customer, on a per transaction basis.

Performance

Revenue was £327 million, an increase

of 74% vs prior year, with UK Consumer

growing by 58%, International by 228%

and TS by 66% vs prior year.

Description

Adjusted EBITDA is profit or loss after

tax before net financing expense, tax,

depreciation and amortisation, exceptional

items and share-based payment charges.

Performance

Adjusted EBITDA increased to £86 million

from £39 million last year.

UK Consumer

Trainline Solutions

International

Consumer

UK Consumer

Trainline Solutions

International

Consumer

Net ticket sales

1

(£m)

Revenue (£m)

Adjusted EBITDA

1

(£m)

Adjusted basic earnings per share

2

(p)

Description

Adjusted basic EPS is profit/loss after tax

for the year, excluding exceptional items,

amortisation of acquired intangibles, gain

on repurchase of convertible bonds, and

share-based payment charges together

with the tax impact of these items, divided

by the weighted average number of

ordinary shares.

Performance

Adjusted EPS was 7.7 pence, an 8.5 pence

increase on the prior year.

Basic earnings per share (p)

Description

Basic EPS is profit/loss after tax for the year

divided by the weighted average number of

ordinary shares.

Performance

Basic earnings per share was 4.5 pence, an

increase of 7.0 pence on the prior year.

FY22

FY23

84

87

FY21

83

App share of transactions - UK (%)

Description

Gross transactions through the mobile app

as a percentage of total gross transactions

over the year for UK Consumer.

Performance

The percentage of transactions that went

through the Trainline mobile app increased

to 87% from 84% in the prior year.

FY22

FY23

49

54

FY21

44

Description

Gross transactions through the mobile app

as a percentage of total gross transactions

over the year for International Consumer.

Performance

The percentage of transactions that went

through the Trainline mobile app increased

to 54% from 49% in the prior year.

App share of transactions - International (%)

2.3

1.2

FY20

FY22

FY23

0.8

Description

Leverage ratio is calculated as net

debt divided by adjusted EBITDA.

Performance

Leverage ratio declined to 1.2x in FY2023,

from 2.3x in FY2022.

Leverage ratio

2

Key performance indicators

continued

FY21

(146)

166

8

Operating free cash flow

1

(£m)

FY22

FY23

Description

Operating free cash flow is cash generated

from operating activities adding back

exceptional items, and deducting cash

flow in relation to capital expenditure.

Performance

Operating free cash flow was £8 million

versus £166 million in the prior year.

1

See page 139 for the definition of this KPI.

2

FY2021 is not included as it does not represent a suitable and relevant comparative given the unprecedented and isolated impact of Covid-19 on the metric in that financial year.

FY22

(10)

28

Description

Operating loss/profit is a profit measure

reflecting profit or loss after tax before

net financing income/expense and tax.

Performance

Operating profit improved to £28 million

from a £10 million loss last year.

Operating (loss)/profit (£m)

40

43

30

Description

Internally calculated value of eticket sales

as a percentage of total rail ticket sales

value for the UK rail industry.

Performance

In FY2023, eticket penetration increased

to 43% (44% in Q4) from 40% in FY2022.

UK industry eticket penetration (%)

44

55

FY21

36

Cumulative app downloads (m)

FY22

FY23

Description

Cumulative number of app downloads.

Performance

Total cumulative downloads of the Trainline

app increased to 55 million.

UK Consumer

Net ticket sales for UK Consumer were

£2.8 billion, 55% higher YoY and 37% higher

Yo3Y. This reflected the continued recovery in

passenger volume and a significant step up in

industry eticket usage (43% of industry sales

in FY2023 vs 21% in FY2020), with our growth

particularly strong in shorter distance and

commuter travel.

However, the business faced temporary

headwinds given ongoing rail strikes in the

UK (£5-6 million average gross sales impact

per strike day).

UK Consumer revenue of £172 million was

up 58% YoY and 24% Yo3Y, driven by growth

in net ticket sales. Gross profit increased to

£122 million, a 59% increase YoY and a 21%

increase Yo3Y.

Adjusted EBITDA contribution grew to

£71 million, £34 million higher YoY and

£15 million higher Yo3Y. This was despite

the impact of rail strikes as well as a step

up in marketing investment to £22 million

(FY2022: £15 million; FY2020: £18 million)

to attract new customers and support the

rail industry recovery.

Record operating performance

I am delighted to have stepped up into the

role of Chief Financial Officer. I have worked at

Trainline for several years and remain hugely excited

about the growth opportunity. Likewise, I am pleased

with the momentum we are building as we report

record operating performance.

Group overview

Group net ticket sales grew to £4.3 billion, up 72%

year on year (YoY), and 16% higher vs. FY2020 (Yo3Y).

Group revenue grew 74% YoY to £327 million,

25% higher Yo3Y, primarily driven by strong growth

in net ticket sales, particularly in the UK Consumer

and International Consumer business units which

generate a higher rate of revenue as a percentage

of net ticket sales than Trainline Solutions (on a

pre-transaction fee basis).

Gross profit increased to £252 million, up 75% YoY

and up 29% Yo3Y. Adjusted EBITDA increased to

£86 million, from £39 million in the prior year.

CFO’s financial highlights

Net ticket sales

£4.3bn

Revenue

£327m

Adjusted EBITDA

£86m

Basic earnings per share

4.5p

Trainline plc

Annual Report and Accounts 2023

34

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

International Consumer

International Consumer net ticket sales of

£915 million was up 125% YoY and 95% Yo3Y,

driven by strong growth on routes where new

carrier competition has emerged and from

foreign travel.

Revenue grew 228% YoY and 121% Yo3Y to

£45 million. This reflected net ticket sales

growth and the step up in foreign travel,

which typically generate higher revenue per

sales transaction. Gross profit of £30 million

was up 353% YoY and 152% Yo3Y.

While driving growth, our investment in the

International Consumer business resulted

in a negative EBITDA contribution of £(22)

million (£(13) million in FY2022; £(15) million

in FY2020). Our investment included a £21

million increase in marketing Yo3Y to £43

million, helping drive strong growth in

customer acquisition and net ticket sales,

and growing the size of our team to

accelerate product innovation.

Trainline Solutions

Trainline Solutions net ticket sales grew 98%

YoY to £597 million, though was 51% lower

than FY2020 as business travel recovers

more slowly.

Trainline Solutions revenue of £110 million was

up 66% YoY and 8% Yo3Y, driven by recovering

net ticket sales and higher internal transaction

fees paid from UK Consumer and International

Consumer, with both businesses significantly

increasing net transactions. Gross profit of

£100 million, up 65% YoY and 20% Yo3Y.

CFO’s financial highlights

continued

FY2023

£m

FY2022

£m

Change from

PY %

FY2020

£m

Change from

FY2020 %

Net ticket sales

UK Consumer

2,811

1,812

55%

2,046

37%

International Consumer

915

407

125%

470

95%

Trainline Solutions

597

302

98%

1,211

(51%)

Total Group

4,323

2,520

72%

3,727

16%

Revenue

UK Consumer

172

109

58%

139

24%

International Consumer

45

14

228%

20

121%

Trainline Solutions

110

66

66%

102

8%

Total Group

327

189

74%

261

25%

Group profit

UK Consumer

122

77

59%

100

21%

International Consumer

30

7

353%

12

152%

Trainline Solutions

100

61

65%

84

20%

Total Group

252

144

75%

196

29%

Adjusted EBITDA

86

39

121%

85

1%

Operating (loss)/profit

28

(10)

‒

2

‒

Adjusted EBITDA contribution stepped up to

£37 million from £14 million in the prior year,

primarily driven by the receipt of the internal

transaction fee.

Operating profit

The Group reported an operating profit of

£28 million versus a £10 million loss in the

prior year, primarily reflecting:

•

Adjusted EBITDA of £86 million

(FY2022:£39 million)

•

Depreciation and amortisation charges

of £41 million, reflecting our continued

investment in product and technology.

This was slightly lower than prior year

(FY2022: £43 million) given a reduction in

amortisation of acquired intangible assets

•

Share-based payment charges of

£17 million vs £7 million in FY2022,

reflecting the strengthening performance

and increased size of the business, alongside

a new, all-employee share incentive scheme

Profit after tax

Profit after tax was £21 million, versus a

£12 million loss after tax in the prior year.

Profit after tax reflected operating profit of

£28 million, net finance charges of £6 million

and a tax charge of £1 million.

Trainline plc

35

Strategic Report

Earnings per share (EPS)

Adjusted basic earnings per share was

7.7 pence versus a loss per share of 0.8 pence

in the prior year. Adjusted basic earnings

per share adjusts for exceptional one-off

costs in the year (of which there were none),

a gain on repurchase of convertible bonds,

amortisation of acquired intangibles and

share-based payment charges, together with

the tax impact of these items. Basic earnings

per share was 4.5 pence, versus a -2.5 pence

loss in FY2022.

Outlook for FY2024

Following the significant impact of Covid-19

on rail travel, industry passenger volumes

made a strong recovery across our core

markets. However, this was not without

some headwinds, including industrial action

in the UK and France in FY2023 and some

macroeconomic uncertainty, which has

continued into FY2024. Despite these effects,

Trainline expects continued strong growth in

FY2024, following a positive start to the year:

•

Net ticket sales growth in the range of +13

to +22%

•

Revenue growth in the range of +13%

to +22%

•

Adj. EBITDA as a % of net ticket sales in the

range of 2.15% to 2.25%

The Group’s primary focus for International

Consumer is to invest to grow net ticket

sales and revenue. However, as the business

unit grows, it should benefit from improved

operating leverage. International Consumer’s

operating leverage should become more

apparent in FY2024, with its adjusted EBITDA

contribution to approach breakeven if

excluding the internal transaction fee payable

to Trainline Solutions (FY2023: £9 million adj.

EBITDA loss excluding transaction fee).

Statement of financial position

Total net assets at the end of FY2023 were

£291 million, an increase from £259 million

in FY2022.

Net current liabilities decreased to £(95)

million from £(114) million in FY2022. The

decrease was predominantly due to a

reduction in rail creditors, this balance was

inflated at the end of FY2022 due to lower

payments on account in February 2022 driven

by the effects of Covid-19 in the prior year.

Non-current liabilities remained relatively

flat at £150 million compared to £151 million

in FY2022.

Net debt increased to £100 million at the end

of February 2023 (1.2x Adj. EBITDA), from

£90 million a year before, primarily driven

by the reversal of the favourable working

capital position at the end of FY2022, caused

by lower payments on account in February

2022 driven by the effects of Covid-19 in the

prior year.

Cash flow

Operating free cash flow was £8 million

versus £166 million in FY2022. The prior

year benefited from significant working

capital inflows as the business recovered

and returned to standard industry settlement

terms. This more than offset the step

up in adjusted EBITDA this year. Capital

expenditure was £35 million, up from

£29 million in the prior year as we

increased our investment in the

international opportunity.

CFO’s financial highlights

continued

During the first half the Group refinanced its

revolving credit facility. The new £325 million

facility was signed in July and can be drawn

in cash or bank guarantees and provides

the Group with flexible financing to cover

its mid-term needs.

Peter Wood

Chief Financial Officer

4 May 2023

Statement of financial position

FY2023

£m

FY2022

£m

Change from

PY %

FY2020

£m

Change from FY2020

%

Non-current assets

536

525

2%

557

(4%)

Cash and cash equivalents

57

68

(16%)

92

(39%)

Other current assets

60

50

20%

52

15%

Current liabilities

(213)

(233)

(9%)

(169)

26%

Non-current liabilities

(150)

(151)

(1%)

(159)

(6%)

Net assets & total equity

291

259

12%

373

(22%)

The Group has changed its presentation of information during the first half to better reflect the nature of the Group’s operations. The Group now reports its technology platform and Trainline Partner Solutions results together within one segment

(Trainline Solutions). The Group continues to report results on UK Consumer in the same manner as previously. International Consumer results are reported on a standalone basis, with International Trainline Partner Solutions now being reported

within ‘Trainline Solutions’.

Trainline plc

36

Strategic Report

Viability statement

In accordance with the requirements of

the UK Corporate Governance Code 2018,

the Directors have assessed the long-term

viability of the Group and its ability to meet

its liabilities over a three-year period. The

Directors carried out a robust assessment

of the Group’s principal risks as set out on

page 38 to 46 and the potential impact of

any of these risks on the long-term viability

of the Group.

Forecasting period

Three years was considered an appropriate

assessment period. Given the fast pace of

the digital environment in which the Group

operates, a longer forecasting period would

become less reliable as it is difficult to predict

digital trends and the pace of change over

a longer period. The three-year period is

also aligned to the Group’s annual strategic

planning process. The base case reflects the

Group’s three-year plan, which includes the

current best estimate of outlook. The key

assumptions in the three-year plan which

could be impacted by the principal risks are:

the rate of net ticket sales growth and the

associated revenue growth; the impact of

further strikes in the rail sector; and the level

of cost required, including capex, to meet

sales and revenue forecasts.

How viability was considered

To assess the viability of the business,

sensitivity scenarios were modelled from

the base case taking into consideration

the Group’s principal risks if they were to

occur. This involved flexing some of the

key assumptions by downside changes,

incorporating severe but plausible downside

scenarios and quantifying the potential

impact of one or more of the principal

risks crystallising over the assessment

period. None of the scenarios modelled

include any mitigating actions. The viability

assessment considered whether the

covenant requirements would be

met in all applicable periods.

Sensitivities applied

The sensitivity scenarios applied were

as follows:

Scenario 1

•

Market-based sensitivity, based on a

reduction of 15% of forecast EBITDA due

to decreased sales arising from the impact

of a number of factors such as train strikes

and decreased consumer spending power

Link to principal risks: all

Scenario 2

•

20% additional marketing spend with no

upside in sales/revenue

Link to principal risks: Market shock/

economic disruption; Technology

operations and security; Competitive

landscape; Regulatory and political

environment; Supply and partnerships

Scenario 3

•

£10 million additional capex in each year

with no upside in sales/revenue

Link to principal risks: Technology

operations and security; People;

Competitive landscape

Scenario 4

•

Data breach in FY2024, resulting in

reduced revenue, compliance fines

and ongoing increased IT security costs

Link to principal risks: Technology

operations and security; Compliance;

Regulatory and political environment

Conclusion

The Group is forecast to meet covenant

requirements in all periods in which they

are applicable under the base case and

under all scenarios considered.

The Board confirms that it has a reasonable

expectation that the Group will be able to

continue in operation and meet its liabilities

as they fall due over the next three years.

Trainline plc

Annual Report and Accounts 2023

37

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Principal risks and

uncertainties

At Trainline, we adopt a robust risk management

strategy to ensure we continue to grow our business in a

sustainable way, achieve our objectives and provide value

to our customers, shareholders and other stakeholders.

Our risk management framework

At Trainline, risk management is an integral

part of our culture and how we operate.

Our Management Team takes an active role

in managing risks throughout day-to-day

operations, guided by the Board and the

risk parameters set out as part of Trainline’s

strategic objectives.

The Group has a defined Enterprise Risk

Management (‘ERMʹ) framework as well as

a Risk Policy in place that jointly govern our

risk management programme. The ERM

framework formalises ownership of, and

the process for identifying, assessing and

responding to risks. Our risk management

process and timelines allow for a timely

and detailed reporting of the risks facing

the Group.

Roles and responsibilities

The Trainline Board of Directors has ultimate

responsibility for the risk management

programme and internal controls. The Board

is also responsible for assessing events

and circumstances which could threaten

Trainline’s current and/or future strategy,

business operations or business model, and

for providing guidance and advice to our

Management Team on navigating risks.

The Board also sets the tone for risk

management, the culture, as well as the

context for how decisions are made when

evaluating risks. The Board is supported by

the Group, through Trainline’s Management

Team and the Audit and Risk Committee to

review, report on and manage risks. During

our annual strategy planning process, all

key risks facing the business are formally

reviewed and assessed by the Board.

Oversight and governance

The oversight and governance of our risk

management practices is summarised in the

infographic opposite.

The Audit and Risk Committee is responsible

for reviewing the effectiveness of Trainline’s

internal controls and risk management

practices and for reporting relevant matters

to the Board. The Committee ensures that

Trainline’s risk registers are comprehensive,

timely updated and monitored, and

communicated back to the Board. A flow

of clear, timely and relevant communication

exists between the Audit and Risk Committee

and the Board, which continues from the

Board to Trainline’s wider business and

vice versa.

Trainline’s Internal Risk Committee (‘IRC’)

serves as a forum for senior risk owners

within the business to discuss the Group’s

risk landscape and mitigating activities. The

IRC also identifies and discusses potential

emerging risks facing the Group. The IRC

reports regularly to the Audit and Risk

Committee and the Board.

As our risk management is a continuous

process, functional Risk and Control Owners

are responsible for proactively raising and

helping to assess risks. Risk and Control

Owners participate in periodic risk workshops

and, where required, may also be responsible

for implementing risk mitigation strategies.

Audit and

Risk Committee

Internal Risk Committee

(IRC)

Risk and Control Owners

•

Oversight and governance

around risk management

•

Review and calibration of

enterprise principal risks

•

Risk review and assessment

as part of risk workshops

•

Formal risk reviews and

setting risk appetite

•

Review and assessment of

emerging risks

•

Continuously manage and

update risk profiles

•

Current and future risk

mitigation actions and controls

•

Identify, implement and

monitor mitigating actions

Trainline plc

Annual Report and Accounts 2023

38

Strategic Report

Governance

Financial Statements

Risk appetite

Risk appetite measures how much risk

exposure the organisation is willing to accept.

We have defined risk appetite levels in our

ERM framework which helps us make more

informed decisions by consistently targeting

priority areas across our risk landscape. Our

risk appetite sits across a 5-level scale, namely

‘Averse’, ‘Minimalist’, ‘Cautious’, ‘Open’ and

‘Hungry’. The selected level of risk appetite

helps define and drive our risk mitigating

actions and timelines.

Our risk appetite is outlined in our Risk Policy

and is formally approved by the Audit and

Risk Committee annually.

Risk assurance

Our risk assurance process is based on the

‘Three Lines of Defence’ model.

Day-to-day responsibility for risk

management lies with functional Risk and

Control Owners. The relevant management

teams and risk committees provide second

line guidance, oversight and challenge within

the risk management process. Group Internal

Audit delivers risk-based audits in the third

line to provide independent assurance.

Our enterprise risks are formally assessed

bi-annually as part of dedicated risk workshops

held with responsible Risk and Control Owners

across the business. These risk and control

owners are leaders within functional teams with

management and budgetary oversight. The risk

workshops provide objective challenge around

the completeness of the functional risk registers

and help validate if risks are assessed and

scored in line with the ERM framework. Risks are

mapped to one of the Group’s seven Principal

Risks, which allows for the aggregation of the

risk scores and enables an initial, quantitative

review of the risk landscape. We have a

dedicated governance, risk and compliance

software tool in place where all risks are logged,

scored, assessed and reported on.

The IRC meets on a biannual basis to

evaluate the consolidated results from the

risk workshops. The IRC is chaired by the

Group’s CFO and is composed of senior risk

owners with direct oversight of the Group’s

seven Principal Risks. The IRC is tasked to

review, calibrate and map out the Group’s risk

landscape and may also provide additional

improvement opportunities around the

Group’s risk management practices.

Emerging risks

Other than Trainline’s Principal Risks, the

Board also considers potential emerging

risks and their impact on our operations.

The current geopolitical uncertainties may

have unforeseen impact on the political and

economic climate in our principal markets.

We continue to closely monitor emerging

risks around legislative changes in the

UK rail industry.

As a technology company, we are also faced

with potentially more sophisticated cyber

threats and continue to improve our

security posture and business resilience.

Though we believe the Group is well

positioned to take advantage of the increased

push for sustainable travel, there are potential

longer-term uncertainties around the climate-

related legislative agenda. Further information

on climate-related risks is available on page 54.

Moderate

significance

High significance

Major

significance

Principal risks heat map

Key

Regulatory and political environment

Market shock/economic disruption

Technology operations and security

Competitive landscape

People

Compliance

Supply and partnerships

Trainline plc

Annual Report and Accounts 2023

39

Strategic Report

Strategic Report

Governance

Financial Statements

1. Regulatory and political environment

Status:

The UK operating environment continues to see the opportunities and risks being created by industry reform in the sector. Whilst some uncertainty remains, the new Secretary of State

for Transport provided more clarity in his Bradshaw Address in February 2023 on the development of GBR as a central guiding mind. It was made clear that in the government’s pursuit of a reform

agenda, it expects a material enhancement of the role of the private sector including in the development of a competitive retail market to drive innovation. Trainline is already in the early stages of

consultation dialogue with industry stakeholders in relation to these themes. We now have a fully-resourced and dedicated regulatory team in place for the European markets and have been more

proactively engaging with relevant European Union (EU) institutions and stakeholders.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Trainline’s operations could be affected by policy

and legislative changes enacted by governments

and regulators.

Our results and performance may be negatively impacted

if unfavourable measures are implemented in our key

operating markets.

Trainline recognises the importance of developing strong and effective

relationships with governments and rail industry partners. The

Corporate Affairs team proactively engages with UK and EU national

governments, institutions and carrier partners as part of a structured

programme of stakeholder engagement. As part of our expansion in

new European markets, we have been more proactively engaging with

key stakeholders at European Union institutions and Member State

level. We have added the required regulatory expertise internally in

key capitals. For more information on our regulatory landscape, see

pages 16 and 17.

Our regulatory engagement is coordinated with our overall

communication and brand positioning to present a coherent message

to our audiences and industry stakeholders, for example developing

thought leadership in support of the ‘I Came By Train’ brand platform,

which was strongly welcomed by the UK government. We continue

to engage with rail industry stakeholders across UK and EU markets

through networking, organising and sponsoring industry events and

knowledge-sharing e.g., our proprietary data insights.

Through doing this, we ensure that Trainline’s external operating

environment remains as supportive as possible of our ambitions.

•

Programmatic engagement with key

industry partners and government

representatives with monitoring of

sentiment shifts. Our regulatory team

in the EU follows our engagement

framework and approach developed

in the UK

•

By utilising systematic monitoring

processes and in close cooperation

with our in-country legal advisers in

the EU, we track changes to laws and

regulations across key geographies in

which we operate

•

We undertake comprehensive risk

analysis and modelling, both in-house

and through specialist consultancies

•

We monitor public sentiment and

trends via polling, focus groups and

other methods

Link to strategic growth priorities:

Increase

Decrease

Remains the same

Key

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build

demand

Trainline plc

40

Strategic Report

2. Market shock/economic disruption

Status:

As the impact of Covid-19 has reduced across our markets, we have now consolidated the previously separate ‘Prolonged Covid-19 risk’ under this principal risk. The current geopolitical

uncertainties, inflationary pressures and the cost-of-living crisis in our principal markets in the UK and the EU may continue to negatively impact our customers and therefore our financial

performance. The preponderance of rail strikes across our major markets, especially the UK, may add additional disruption to our operations and could slow the post-Covid recovery of rail travel.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Though Trainline is not significantly exposed to inflation and

interest spikes directly, adverse economic conditions may impact

the spending power of our customers and may therefore affect our

financial results.

Significant geopolitical events or disruptions in our markets (e.g.,

rail strikes) could damage our operational results and profitability.

The Executive Team continues to closely monitor and assess

the potential impact of geopolitical trends and macroeconomic

pressures on the business. Detailed and timely metrics are in place

around customer and corporate travel spend and trends.

We conduct detailed and careful analysis and modelling of cash

balances and debt levels to ensure Trainline’s liquidity, access to

financial facilities and sustainable business operations all support

our long-term growth. As part of our robust strategic planning

and budgeting cycles, we continue to monitor and strengthen our

balance sheet to improve resilience.

Trainline has a large and diverse portfolio of investors, banks and

advisers, allowing us to maintain access to global capital markets

and funding.

•

Monitoring of financial

and investment markets

•

Investor engagement

•

Engagement with banking

and finance partners

•

Monitoring of our credit rating

•

Analysis of industry, economic

and financial drivers

•

Balance sheet reviews

and analytics

Link to strategic growth priorities:

Principal risks and uncertainties

continued

Increase

Decrease

Remains the same

Key

Principal risks and uncertainties

continued

3. Technology operations and security

Status:

As an online retailing platform, our operations depend on the uptime, availability and security of our technology infrastructure, systems and key third-party relationships. Significant disruption

in service, including potential security breaches, could significantly impact our business, financial results and reputation. The fast-moving nature of security and cyber risks as well as increasing data

privacy concerns mean that Trainline will always face a level of vulnerability. We have expanded the scope of this risk from the previous ‘Information Security and Cybercrime’ principal risk.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

As an online retailing platform, our operations depend

on the uptime, availability and security of our technology

infrastructure and systems. Significant disruptions to our

products and services, including potential security incidents,

could significantly impact our financial results and reputation.

As we work closely with key third-party technology service

providers, a potential failure or outage at these providers

may reverberate across our systems infrastructure and

product portfolio.

Any potential loss or compromise of our critical customer data

may also lead to significant financial penalties, and a loss of

employee and customer confidence.

Our Infrastructure and Operations teams have a formal Major Incident

Management framework in place, including an ‘on-call’ rota to provide

continuous monitoring coverage over our key systems, infrastructure and

mission-critical processes. Our ‘Cloud First’ strategy helps mitigate this risk.

Our Infrastructure and Platform operations jointly with our Security

practice continue to regularly review critical third-party technology

providers to assess service levels, resilience and security.

The Group’s cross-functional Security and Privacy Steering Committee

regularly reviews and monitors existing and emerging security threats as

well as our current mitigation strategies. The committee, including the

Data Privacy Officer (‘DPO’) also discusses privacy matters to confirm that

we continue to adhere to data privacy regulations across our markets.

All new Trainline employees are required to complete a cyber security

and privacy-related training course as part of their onboarding. The

Chief Information Security Officer (‘CISOʹ), Security and Privacy teams

provide additional periodic and, if required, targeted training to Trainline

employees to upskill and ensure good practices are followed.

Trainline is certified PCI Level 1 compliant. We have been awarded the ISO

22301 certification and are in the process of obtaining ISO 27001 for the

business. These international standards around business resilience and

information systems management, respectively, require us to continuously

monitor, review and improve the relevant controls and practices.

For more information on our technology, see pages 22 and 23.

•

On-call technical teams as

part of the Major Incident

Management framework

•

Regular, independent review

of detection and prevention

systems/process operating

effectiveness and

remedial activity

•

Our dedicated Data Privacy

team works across the

business to continue to

monitor and advise on the use

and treatment of personally

identifiable information

•

Annual targeted

threat assessments

•

Threat and vulnerability

monitoring by cross-

functional, executive-level

committees

Link to strategic growth priorities:

Increase

Decrease

Remains the same

Principal risks and uncertainties

continued

4. Competitive landscape

Status:

There is an increasingly competitive online travel environment as existing travel service providers continuously improve their offerings and new disruptive technologies may emerge. As we

expand our footprint in European markets, we continue to localise our branding strategies and product offering and add local marketing and branding expertise. We have successfully launched our

‘I Came By Train’ brand platform in the UK. We closely monitor our markets and proactively manage our product portfolio.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

As we operate in the fast-moving technology sector, we are

faced with new and emerging technologies as well as new

entrants in our markets.

As part of our international expansion in Europe, we

undertake targeted branding and marketing activities. If these

campaigns were to be unsuccessful, our long-term expansion

and growth strategy may be at risk.

Failure to ensure that our technology and user experience

meet the needs of our customers and that Trainline’s offering

remains ahead of competitor products could have an adverse

impact on our results.

Our leadership team, our exceptional team of c.500 engineers, data

and technology specialists, strong industry networks and agile way

of working help ensure that we remain innovative.

We undertake regular customer, market and competitor analyses to

identify and assess potential competitive threats and opportunities.

We continue to closely monitor entrants in the ‘Mobility as a Service’

market and, if deemed to be the right strategic fit, may consider

potential partnership opportunities.

As part of our mission to grow awareness of the sustainability of rail

travel compared to car and air, and ultimately to grow the rail industry,

we launched the ‘I Came By Train’ brand platform in the UK. Specific

brand awareness campaigns have been launched in France, Italy and

Spain. We have also expanded our teams in these markets to provide

local know-how and expertise. For more information on the ‘I Came By

Train’ brand platform, please see page 10.

We have a robust and well-defined product strategy and roadmap that

aims to address evolving customer trends. We have plans to trial and

launch industry-leading contactless ticketing capabilities within our

mobile application.

•

Monitoring and analysis of

competitor behaviour and

industry landscape

•

Clearly defined performance

indicators to monitor customer

statistics and customer

lifetime value

•

Robust and data-driven

branding and marketing

programmes designed to

support strategic objectives

Link to strategic growth priorities:

Increase

Decrease

Remains the same

Key

Principal risks and uncertainties

continued

5. People

Status:

As a fast-growing technology business, attracting and retaining the best talent is a critical element of our strategy. Even with the recent wave of redundancies at large global technology

businesses, the technology talent market remains competitive. Our technology hub in Barcelona, Spain with a dedicated team of c.35 engineers and developers is now fully operational.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Trainline’s business depends on hiring and retaining first-class

talent in the highly competitive technology industry. Inability

to attract and retain critical skills and capabilities could hinder

our ability to deliver on our strategic objectives.

We work hard to develop and sustain our highly collaborative, agile and

innovative culture, which incorporates the wellbeing and professional

development of team members across each site. We continue to build

capabilities and grow our teams in our key markets, in particular our

Engineering, Data, Marketing, Industry and Government Relations teams.

Organisational reviews are undertaken on a regular basis to ensure that

teams are built to succeed and that we remain competitive to retain

and attract talent. We continue to place a high priority on the mental

health and wellbeing of our people through our well-developed and

continuously improving wellbeing initiatives.

We have launched an ambitious programme as part of which each

Trainliner was awarded Trainline shares. In light of the cost-of-living

crisis, we have also provided a one-off payment to all Trainliners,

excluding our Executive Leadership team.

The implementation of a new, dedicated recruiting, onboarding and

talent management system enables us to more proactively manage

our engagement with potential candidates and with current Trainliners.

For more information on our people and culture, please see page 47.

•

We conduct regular employee

engagement surveys (‘Have

Your Say’), monitor and act

on employee feedback

•

Regretted attrition

rate monitoring

•

External benchmarking

Link to strategic growth priorities:

Increase

Decrease

Remains the same

Key

Principal risks and uncertainties

continued

6. Compliance

Status:

The Group has maintained its focus on compliance and has continued to recruit, train and deploy legal professionals in our key markets in the UK and the EU. We have continued to

proactively provide relevant compliance training and refreshers to Trainliners.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

The Group works within various licence terms and with

licensing bodies and regulatory structures in order that it may

retail rail and coach tickets to customers across the world.

Should Trainline not comply with licences, legislation,

regulatory requirements or other such frameworks, this could

affect the Group’s ability to conduct business operations and

its reputation with customers.

We take a comprehensive and robust approach to compliance. We have

dedicated staff and teams in place, who help to track and monitor legal,

contractual and regulatory compliance requirements in each market

where we operate.

We have dedicated learning resources and courses in place for training

on compliance topics. Security, privacy and data, as well as corporate

hospitality, bribery, gifting and political and charitable donation-related

compliance trainings are mandatory. We also ensure that additional

training is provided to team members relative to their roles. We run

refresher training to reinforce our commitment to compliance.

We operate a whistleblowing policy, whereby any Trainline employee

can quickly and confidentially raise concerns and feedback through an

appropriate, third-party hotline/email. All reported cases are formally

investigated and reported on to Trainline’s Audit and Risk Committee.

Trainline is committed to being a responsible taxpayer acting in

a transparent manner. Our detailed tax strategy includes further

transparency on our approach to risk management, compliance and

governance, as approved by the Board.

Under our licence obligations and other regulatory requirements,

we are subject to regular or ad hoc third-party compliance reviews.

The results of these reviews are formally communicated to the

Audit and Risk Committee.

•

Regular assessment of

laws and regulations

across key geographies

in which we operate

•

Monitoring of customer,

industry and Board concerns

•

Audit and Risk Committee

reviews of compliance processes

•

Formal review and assessment

of whistleblowing cases received

Link to strategic growth priorities:

Increase

Decrease

Remains the same

Key

Principal risks and uncertainties

continued

7. Supply and partnerships

Status:

The successful execution of our strategy is reliant upon retaining existing licences and commercial agreements with our rail and coach operating partners, and continuing to add new

carriers to our network. Access to secure, reliable and timely data from our carrier partners remains a critical element in our operating model.

Description of risk

How we mitigate the risk

How we monitor the risk

Change

Trainline retails rail and coach tickets across many countries

and to customers across the world. We therefore rely on

secure, reliable and timely data from our rail and coach

carrier partners.

A unilateral termination or amendment by a rail or coach

carrier of the contractual and licence terms, including a

significant reduction in our commissions or the availability

of timely carrier data, would have a material impact on our

operations and financial results.

We have dedicated senior carrier relationship teams in place in the UK

and the EU, who are closely engaged with our rail and coach operating

partners across all geographies in which we operate.

In cooperation with our Regulatory and Industry Relations teams, we

work closely with key governmental, trade and rail industry bodies across

our key markets.

•

Long-standing relationships

with key rail industry

stakeholders and with

our carrier partners

•

Highly experienced Supply and

Government Relations teams in

the UK and EU, responsible for

monitoring and responding to

the needs of our partners, as

well as identifying new supply

opportunities

Link to strategic growth priorities:

Increase

Decrease

Remains the same

Key

Our People and Culture

Our People are at the

heart of our business

It’s our innovative team accomplishing brilliant things every day that makes it

simpler, easier and greener for people to plan their journeys and see the world.

c.950

Employees

Diversity and Inclusion

Our approach to diversity, inclusion and belonging

focuses on removing barriers, creating connections

and being a place where everyone can belong and

thrive. We have formed a Diversity and Inclusion

Steering Committee with members of our Employee

Networks, Management Team and People Team who

meet quarterly to discuss progress against our diversity

and inclusion KPIs.

Ethnicity

Percentage of Early Career Hires identifying as an ethnic

minority is 67%.

We will continue to encourage our

People to voluntarily share their ethnicity with us so

that they can all belong and thrive at Trainline. At this

time we do not have sufficient data to give a meaningful

disclosure on our other groups.

1

Percentage of Early Career Hires identifying as an ethnic minority is 67%.

This metric was subject to external independent limited assurance procedures by PricewaterhouseCoopers LLP (‘PwC’). For the results of that assurance, see PwC’s assurance

report: https://www.trainlinegroup.com/FY2023ethnicityassurance and Trainline’s FY2023 Ethnicity Reporting Criteria: https://www.trainlinegroup.com/FY2023ethnicity

2

Early career hires are the members of our apprentice programme. Ethnic minority is defined as those who identify as Asian, Black, Mixed or Other. In the current reporting period the population of Early Career Hires is twelve. Six Early Career Hires

responded to the ethnicity survey by 18 April 2023 to voluntarily disclose their ethnicity but the other six Early Career Hires did not and are not therefore included in this metric. Ethnicity data is provided by our People on a voluntary basis and is therefore

indicative only of those who voluntarily disclosed their ethnicity as defined in the UK Government agreed list of ethnic groups which is available here: https://www.ethnicity-facts-figures.service.gov.uk/style-guide/ethnic-groups

123

Promotions

60

Nationalities

c.500

Engineers, data and tech specialists

Diversity

Our first ever Trainline Hackathon was one of the

highlights of the year with hundreds of our People

coming together to explore and build innovative new

features and infrastructural improvements to our tech

and product. A few of these have since been launched,

and more are on the roadmap – I couldn’t be prouder

of what the team delivered in such a short time”

Milena Nikolic, Chief Technology Officer

Think Big

We are proud of the bright minds that work here at Trainline, constantly innovating, problem-solving and obsessing over

making our customer experience ever better. We celebrate new ideas and encourage our People to stretch their minds,

share their knowledge and be inspired.

First Trainline Hackathon

This year we hosted our first ever Hackathon,

with our teams coming together over 48

hours to work on exciting ideas that could

have a big impact for our customers and

Trainline, for example, our ‘Where Next’

feature which enables customers to search

for a destination door-to-door and includes

VoiceOver support to provide accessibility

for those with impaired vision.

Learning festival

Another first this year was our learning

festival. A series of workshops, panels and

networking opportunities available to all our

People, focused on equipping individuals

with the skills and knowledge they need to

take ownership of their careers and achieve

their goals.

Our People and culture

Tech Summit

Our annual Tech Summit featured

presentations from our People and external

experts on all things tech, product and

data. Through a series of talks, panels

and workshops, our teams shared their

knowledge and experiences, inspiring each

other to grow professionally. This year we

also introduced ‘unconference’ sessions,

giving our People the opportunity to climb

into the driving seat and steer conversations

around the things that matter most to them,

covering everything from technology to

career development.

Trainline plc

Annual Report and Accounts 2023

48

Strategic Report

Governance

Financial Statements

Since joining Trainline in early 2018, I’ve had five roles

all within the SEO team, before achieving the Head

of SEO promotion in April 2022 where I now lead the

SEO team. I see five key components in my journey

so far; having multiple mentors, building personal

development plans to uncover learning areas at each

stage, continually asking for feedback, supportive

managers, and a culture of growth. It’s a testament

to the culture at Trainline that I’ve been able to

progress my career here year after year”

Dave Lewis, Head of SEO

Own it

High performance culture

We have continued to integrate Objectives

and Key Results (‘OKRs’) as our goal setting

methodology, helping our People and teams

stay connected and aligned to our business

objectives. In turn this allows our People

to track how they are contributing to our

success, increasing job satisfaction and

engagement, which is key to the

execution of our strategy.

Growing a career

Career opportunities have been a particular

focus this year, acting upon feedback from

our People in our employee engagement

survey. We are launching Career Pathways

across Trainline to provide our People

with transparency regarding the skills and

behaviours needed to progress, identify

where they are now and the actions they

need to take, empowering them to take

ownership of their career.

Our People and culture

Supporting our managers

Our New Manager accelerator programme

continues to set newly hired or promoted

managers up for success through coaching

from our experienced Management Team.

This year we also launched LEAD, our new

manager capability programme designed

to give managers the skills and expertise

they need to lead their teams, and partnered

with a leading training provider to deliver

skills workshops.

Investing in our Technology teams

Supporting our thriving Tech community with

events, resources and tools to keep building

world-class talent is key. We’ve grown our

partnerships with some of the leading

technology-focused capability platforms

to ensure we are building the cutting-edge

skills required to keep our teams at the

forefront of developments in technology.

Trainline plc

Annual Report and Accounts 2023

49

Strategic Report

Strategic Report

Governance

Financial Statements

Do Good

Our people are inspired by our purpose-led culture and energised by each other.

I couldn’t be more proud of our ability to attract world-class talent, retain our

existing talent and drive engagement, delivering business growth whilst also

doing good for our planet”

Lisa Hillier, Chief People Officer

Greener workplaces

Reducing the environmental impact of

our offices has been a continued focus for

us. Our office suppliers are continuously

reviewed and updated in line with our rising

sustainability standards, and in FY2023 we’ve

launched initiatives across our offices to

reduce water usage, electrical consumption

and waste production.

Giving back

Future Frontiers, Ada Tech School, onHand

and Railway Children are partners that we are

proud to work with, helping us support our

communities and champion future talent.

Inspiring

To do our part in fulfilling potential we

partnered with the award-winning charity,

Future Frontiers, to help equip students

from disadvantaged backgrounds with the

information, skills and mindset to achieve

their career aspirations. Since our partnership

began, our teams in London and Edinburgh

have mentored more than 180 secondary

school students, encouraging them to dream

big, explore opportunities and achieve their

career aspirations.

Educating

Tackling gender imbalance and championing

talent within the tech industry is a core

focus for Trainline. Women represent only

26% of professionals in the tech sector, of

which only 11% are in leadership positions.

We believe the key is to inspire women to

choose a career in tech from an early stage.

One of our partners, the Ada Tech School in

Paris, enables us to support young people’s

aspirations to become developers.

Supporting

Across the world many children are forced

to find refuge in railway stations. For many

years we’ve partnered with and supported

Railway Children, the charity that provides

safety, protection and opportunity for

these vulnerable young people. Through

our fundraising activities we help Railway

Children continue the fundamental work

they do for some of the most vulnerable

in our societies.

Our People and culture

Communication and engagement

Our sustainability-led purpose continues to

be at the forefront of regular communications

with our People and inspires our programme

of sustainability-focussed events. This included

our Do Good Week in November 2022, which

was dedicated to bringing our purpose to life

and putting our Do Good value into action to

benefit our local communities through food

bank collections and volunteering events

supporting homeless charities, vulnerable

mothers and children and more.

Trainline plc

Annual Report and Accounts 2023

50

Strategic Report

Strategic Report

Governance

Financial Statements

Travel Together

TrainFest

For the first time since Covid-19 we brought

all our People together from all locations for

our TrainFest event in order to celebrate our

history, grow connections with each other,

the business and our customers; and inspire

our teams for the journey ahead.

The event also gave us the opportunity

to celebrate our high-performing People

through our biannual Trainliner Awards.

These awards recognise people who have

gone above and beyond, and been true role

models of our values.

Cost-of-living support

To help our People with rising living costs,

we gave all employees, excluding our

Management Team, a £2,000 cost-of-living

bonus, had a money saving expert lead a

session on making money go further and

offered support to those whose mental

health has been challenged.

The Management Team did not receive the

cost-of-living award and instead Trainline

donated the equivalent amount to the

Trussell Trust to give food banks some

much needed support in helping to provide

essential supplies to people in need.

Hiring

Our recruitment team has received training

in inclusive candidate sourcing, we utilise

diversity and inclusion applicant surveys to

help us understand more about the people

who apply to roles and we are committed

to gender-balanced shortlists for all

leadership positions.

Gender equality

Our efforts to improve female representation

in tech continue to make progress with

female senior leadership representation

at Trainline rising 10% during the year.

We take part in events to help us attract

more women to apply for roles at Trainline,

including Athena Hack and Women of Silicon

Roundabout, where our Chief Technology

Officer, Milena Nikolic, was a keynote speaker.

Our Women’s Leadership Network hosts

informal networking lunches with our Gender

Equality Network to share their experience of

working at Trainline.

Family friendly

Family friendly policies that are both

supportive and competitive help us increase

diversity and inclusivity and attract and retain

talent. This year we enhanced our primary

caregiver, fertility and baby loss policies to

provide even greater support.

Inclusive foundations

We have developed new Group policies to

ensure all our People know what is expected

of them in creating an inclusive environment

for all, including a transgender inclusion

policy with gender neutral bathrooms

provided in our London office.

Our People and culture

Early careers

We provide early career opportunities to

a diverse group of young people from

underrepresented communities, this year

growing our apprenticeship programme by

33%. Alongside their formal apprenticeship

programme in partnership with Multiverse,

they take part in an internal development

programme and meet quarterly with our

Management Team.

People Led Groups

People Led Groups (‘PLGs’) play a key role

in our diversity and inclusion agenda as

inclusive communities developed and

led by our People with sponsorship and

support from senior leaders. They are

all about empowering and supporting

underrepresented groups, by providing

a safe space to talk, a place to come up

with new ideas and a channel for voices

to be heard.

Trainline plc

Annual Report and Accounts 2023

51

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

TCFD and SASB disclosures

Task Force on Climate-related

Financial Disclosures (‘TCFD’)

We have structured this report in line

with the four core themes and the eleven

recommended TCFD disclosures. In

implementing the TCFD framework we

have provided a summary of the actions

we have taken to review the key risks and

opportunities arising from climate change

and the transition to a lower-carbon economy

and their potential impacts on Trainline.

Trainline is a supporter of TCFD.

Due to the nature of our business, Trainline

has inherently lower direct carbon emissions

compared to other business sectors with a

significant proportion of our greenhouse

gas (‘GHG’) emissions arising from the use

of third-party cloud computing services and

digital marketing. We have limited ability

to influence the emissions created by these

third parties but we actively engage with our

largest suppliers to encourage transparent

emissions reporting and the transition to

renewable energy sources and we welcome

the progress being made by our suppliers in

achieving their carbon emission reduction

targets. Whilst the GHG emissions we have

direct control over, from the operation of our

office spaces, are not substantial, we have

continued to take steps during the year to

reduce them and are developing plans to

accelerate this reduction.

TCFD Compliance Statement

We have set out below our climate-

related financial disclosures that are

consistent with all four themes and eleven

recommended disclosures from Section

C of the Annex entitled ‘Implementing

the Recommendations of the Task Force

on Climate-related Financial Disclosures’,

published in October 2021 by the TCFD.

Reducing our carbon footprint

Office

We have continued to take steps to reduce

the environmental impact of our workplaces

during the year including:

• switching to more sustainable suppliers

and more efficiently organising deliveries;

• transitioning the Paris office to LED

lighting; and

• increasing the office infrastructure that is

switched off outside of working hours.

Infrastructure

Our extensive use of cloud computing

services is more environmentally sustainable,

up to five times more energy efficient,

according to Amazon Web Services, than

utilising equivalent on-premises data centres.

We intend to continue migrating to cloud

computing services when opportunities

arise to do so.

People

We have educated our People in how

to reduce their environmental impact by

welcoming inspirational guest speakers to

discuss sustainability, provided guidance and

knowledge via our learning and development

platform and given them opportunities for

direct action to benefit the environment in

our local communities.

Trainline plc

Annual Report and Accounts 2023

52

Strategic Report

Strategic Report

Governance

Financial Statements

TCFD and SASB disclosures

continued

Governance

Our governance for climate-related risks and opportunities:

TCFD recommendation

How we apply the recommendation

Describe the Board’s

oversight of climate-related

risks and opportunities

The Board is ultimately responsible for Trainline’s strategy and approach to

climate-related risks and opportunities and is particularly focused on the steps

we can take to promote the sustainability of rail and the implementation of the

sustainability strategy.

During the year the Board received updates on the execution of our sustainability

strategy, the implementation of sustainability elements into our products, and

the progress made to leverage the opportunities arising from the transition

to a lower-carbon economy.

The Board also monitored Trainline’s climate-related risks, and the continued

importance of sustainability to our stakeholders and their particular focuses.

Updates on these matters will continue to form part of the Board’s annual

agenda to enable it to monitor and oversee progress.

Describe management’s

role in assessing and

managing climate-related

risks and opportunities

The CEO is ultimately responsible for delivering Trainline’s sustainability strategy

and reports to the Board on sustainability matters.

The CEO is supported by the Sustainability Steering Committee (the ‘Committee’)

which is responsible for developing and managing delivery of the sustainability

strategy and identifying climate-related risks and opportunities.

The Committee is chaired by the Chief Product Officer and includes senior members

of teams that are crucial to the success of the sustainability strategy. The Committee

provides updates to the Management Team via monthly team meetings.

In turn, the Sustainability Delivery Group reports to the Committee and is responsible

for executing the sustainability strategy. The Sustainability Delivery Group is made up

of representatives from the teams executing the sustainability strategy.

Strategy

Our climate-related risks and opportunities:

TCFD recommendation

How we apply the recommendation

Describe the climate-related

risks and opportunities the

organisation has identified

over the short, medium and

long term

Transport is the largest emitting sector of GHG emissions in the UK and the second

largest in the EU. The transition to a lower-carbon economy will require increasing

use of rail and coach, which in turn provides opportunities for Trainline over the

short, medium and long term. Further information on these opportunities is

available on pages 8 and 9.

The Committee has identified and considered a number of climate-related risks that

are relevant to Trainline, in particular:

Short-term (0-5 years)

•

Policy and Legal: policies and legal requirements in relation to climate-related

matters continue to develop as the significance and need for action grows. We

operate in a lower-carbon-intense industry so we do not currently expect related

policy and legal changes to have a negative material financial impact on Trainline

(<1% of annual revenue), however, we recognise the need to continually monitor

developments in this area to ensure we remain compliant.

•

Technology: no fundamental technology issues arising from climate-related

risks have been identified but we have noted the current market difficulties in

hiring people with relevant skills and experience and the potential need to invest

further in developing our technology platform and data to enhance Trainline’s

sustainability offering to our customers.

•

Reputational: as sustainability is a key part of our purpose there is reputational

risk to Trainline that could arise as a result of us failing to live up to our purpose

and through poor execution of our sustainability strategy.

Trainline plc

53

Strategic Report

TCFD recommendation

How we apply the recommendation

Describe the climate-related

risks and opportunities the

organisation has identified

over the short, medium and

long term (continued)

Medium-term (5-10 years)

•

Market: the transition to a lower-carbon economy and the resulting requirement

for increased use of rail and coach is fundamentally an opportunity for Trainline,

however, there is the risk of increased competition as the size of the market

opportunity increases, in particular if we fail to execute our strategy.

Long-term (10+ years)

•

Acute and chronic physical risks: risks to Trainline’s day-to-day operations are

minimal as we operate via a relatively small office footprint and have a proven

ability to transition to remote working rapidly when required. Expected increases

in extreme weather events arising from climate change would result in increased

disruption or cancellation of rail services which could cause short-term pressure on

customer service capacity.

Long-term (10+ years) continued

•

Industry policies, particularly relating to the handling of physical tickets for

processing refunds, could also be disrupted should an extreme weather event impact

postal services or our Edinburgh office. However, we are well placed to mitigate

these risks due to the declining use of paper tickets and our investment in simple

automated processes that are available to our customers in our app and website.

The above risks were included in the FY2023 risk management process. All were

assessed to have no material potential financial impact (<1% of annual revenue) or

require additional responses or mitigations at this time. The process to assess climate-

related risks will develop as our ability to analyse them matures in the coming years.

Describe the impact of

climate-related risks and

opportunities on the

organisation’s business,

strategy and financial

planning

Our purpose is anchored in environmental sustainability and as a result climate-

related risks and opportunities potentially impact all areas of our business.

During FY2023 this included:

•

supporting the launch of I came by train, a campaign designed to encourage modal

shift and generate interest in switching one journey per year from plane or car to train;

•

continuing to make green product features and content more accessible and

transparent on our platform;

•

retaining sustainability as one of our Objectives and Key Results; and

•

using our brand recognition to champion rail as the future of sustainable travel.

Describe the resilience of

the organisation’s strategy,

taking into consideration

different climate-related

scenarios, including a

2°C or lower scenario

When considering the following scenarios, the Network Rail Third Adaptation Report

and the Climate Change Committee Independent Assessment of UK Climate Risk

were used to help qualitatively determine the impact of each scenario on Trainline.

The increased use of rail and coach required for the transition to a lower-carbon

economy consistent with a 2°C or lower scenario would create a larger and expanded

market which is a strategic opportunity for Trainline. We closely monitor policy

and legal developments related to rail and frequently engage with regulators and

policymakers on rail industry policy so are well placed to understand the impact

of developments and identify opportunities. Whilst there would be risks that arise

from this scenario they would be predominantly mitigated through the successful

execution of our strategic goals.

A climate-related scenario resulting in a 4°C or more scenario in which the modal shift

from cars and planes to rail and coach does not occur would not materially impact

Trainline’s strategy as the long-term structural tailwinds for the business would

endure, in particular the transition to online and digital ticketing. There would be

increased risk of short-term pressure on customer service capacity due to increased

disruption and cancellation of rail services arising from extreme weather events but

this would be partially mitigated by our investment in simple automated processes

that are available to our customers in our app and website.

TCFD and SASB disclosures

continued

Strategy

continued

Trainline plc

54

Strategic Report

Risk management

Our risk management process for climate-related risks:

TCFD recommendation

How we apply the recommendation

Describe the organisation’s

process for identifying

and assessing climate-

related risks

The Committee meets to discuss our sustainability strategy and

climate-related matters.

These meetings help to identify relevant climate-related risks that are then assessed

by the Committee.

Describe the organisation’s

process for managing

climate-related risks

As part of its assessment of climate-related risks the Committee considers:

the probability and significance of each climate-related risk identified; and the

mitigants in place, their suitability and appropriate actions where required. The

Committee utilises the expertise of its members and external service providers to

determine the materiality of identified climate-related risks.

If an identified climate-related risk is deemed to have a high probability and/or

significance, the Committee will consider appropriate actions that can be taken to

introduce optimal controls and/or mitigants. The Committee will then report to the

Management Team in line with the wider risk management framework.

Describe how processes for

identifying, assessing and

managing climate-related

risks are integrated into

the organisation’s overall

risk management

A member of the Committee is also a member of the Internal Risk Committee to

ensure the Internal Risk Committee has relevant expertise on climate-related matters.

More detail on our risk management framework is available on page 38.

Metrics and targets

Our climate-related metrics and targets:

TCFD recommendation

How we apply the recommendation

Disclose the metrics used

by the organisation to

assess climate-related risks

and opportunities in line

with its strategy and risk

management process

Our ability to meet our net zero commitment is partly dependent on European

governments and our suppliers meeting their own net zero commitments, in

particular Amazon Web Services’ (‘AWS’) commitment to power their operations

with 100% renewable energy by 2025 and Google’s commitment to operate on

carbon-free energy by 2030.

Whilst our ability to influence our suppliers is limited, we actively engage with our

largest suppliers to encourage transparent emissions reporting in accordance with

our supplier code of conduct and welcome the progress they are making towards

their carbon emission reduction targets. During FY2023, we have worked with some

of our top suppliers to more accurately model our digital marketing emissions, which

represent c.20% of our Scope 3 purchased goods and services emissions, and are

collaborating with them on our SBTi application.

Disclose Scope 1, Scope 2

and, if appropriate, Scope

3 greenhouse gas (‘GHG’)

emissions and the

related risks

This is Trainline’s fourth year of Streamlined Energy and Carbon Reporting

(‘SECR’) reporting. In alignment with SECR reporting requirements, emissions

have been reported on a ‘like-for-like’ basis with the previous year’s data for

comparative purposes.

During FY2023, we modelled both our near-term and long-term science based

targets and created a robust reduction strategy which we intend to submit to the

SBTi in 2023. We are in the process of independently assuring our FY2023 Scope 3

greenhouse gas inventory and we intend to publish this on our investor relations

site during FY2024.

TCFD and SASB disclosures

continued

Trainline plc

Annual Report and Accounts 2023

55

Strategic Report

Governance

Financial Statements

TCFD and SASB disclosures

continued

Scope:

The data detailed in the table

represents emissions and energy use for

which Trainline is responsible, including

energy use in offices: gas (Scope 1), and

electricity (Scope 2). We are in the process of

independently assuring our FY2023 Scope

3 greenhouse gas inventory and we intend

to publish this on our investor relations site

during FY2024.

Methodology:

As a large, quoted company,

Trainline is required to report its energy use

and carbon emissions in accordance with the

Companies (Directors’ Report) and Limited

Liability Partnerships (Energy and Carbon

Report) Regulations 2018. Trainline has used

the main requirements of the Greenhouse

Gas Protocol Corporate Standard to calculate

our emissions, along with the UK Government

GHG Conversion Factors for Company

Reporting 2022 and the IEA Emissions

Factors 2022.

The sum of all emissions included within this

report are for the reporting period 1 March

2022 to 28 Feb 2023.

The Scope 1 and Scope 2 emissions for

FY2023 have been independently assured.

Omissions and estimates:

Estimations were

made where no data was provided. Where

gaps were observed in annual single data

sets, estimates were based upon actual

data and extrapolations made.

Where no annual data was provided

estimations were used either based upon

previous years’ reported data or calculated

using best available benchmarks for office

environmental benchmarks.

Energy efficiency actions:

See page 52

for an overview of the actions we have taken

during the reporting period 1 March 2022 to

28 February 2023.

Current reporting year FY2023

Previous reporting year FY2022

UK

Global

UK

Global

Emissions from activities which the company owns or controls including combustion of fuel & operation of facilities (Scope 1)/tCO

2

e

111.27

–

59.12

–

Emissions from the purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, location-based)/tCO

2

e

213.10

2.94

169.40

3.71

Emissions from the purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, market-based)/tCO

2

e

–

3.49

–

–

Total gross Scope 1 & Scope 2 emissions/tCO

2

e

324.37

2.94

228.52

3.71

Total energy consumption used to calculate emissions in kWh

1,711,514

71,842

1,118,451

69,334

Intensity ratio: tCO

2

e gross figure based from mandatory fields above/m2 of office space

0.05

0.002

0.05

0.002

Intensity ratio: tCO

2

e gross figure based from mandatory fields above/FTE

0.40

0.02

0.35

0.07

SECR global GHG emissions and energy use data

Trainline plc

56

Strategic Report

TCFD and SASB disclosures

continued

SASB Accounting Metric

SASB code

Trainline Disclosure

(1) Total energy consumed, (2) percentage

grid electricity, (3) percentage renewable

TC-IM-130a.1

1) Electricity: 1,173,804kWh, Gas: 609,552kWh; 2) 66%; and 3) 62%.

(1) Total water withdrawn, (2) total water consumed,

percentage of each in regions with High or Extremely

High Baseline Water Stress

TC-IM-130a.2

1) 13,459m3; 2) Trainline does not track where water is withdrawn.

Discussion of the integration of environmental

considerations into strategic planning for data

centre needs

TC-IM-130a.3

Environmental considerations are incorporated into our procurement process. Trainline has prioritised providers that have long-

term commitments to use 100% renewable energy and which are able to leverage economies of scale to significantly reduce carbon

emissions compared to typical business infrastructure.

Description of policies and practices relating

to behavioural advertising and user privacy

TC-IM-220a.1

Trainline recognises the importance of information security and privacy for Trainline’s business. The Company has a Chief

Information Security Officer who oversees dedicated teams responsible for information security and privacy, including the Data

Protection Officer. In order to prepare for and respond to information security and privacy issues, Trainline maintains a programme

that is designed to protect and preserve the confidentiality, integrity and availability of all information owned by, or in the care of,

Trainline. Trainline does not have policies relating to behavioural advertising.

Number of users whose information is used for

secondary purposes

TC-IM-220a.2

Where personal data is processed, Trainline protects it along its lifecycle by ensuring appropriate policies and processes are

in place. We provide transparency to customers and staff via published privacy and cookies notices. We use privacy impact

assessments in order to assess any level of risk involved in new or novel processing activities. As soon as personal data is no longer

required for provision of services offered or for legal or regulatory requirements that we are subject to, we make sure it’s either

deleted or anonymised. Trainline does not sell user data to third parties.

Total amount of monetary losses as a result of legal

proceedings associated with user privacy

TC-IM-220a.3

Trainline does not disclose this.

Entity-defined measure of user activity

TC-IM-000.A

We disclose our Net Ticket Sales on page 1.

SASB Index 2023

Trainline is committed to transparent reporting to provide our stakeholders with a comprehensive overview of the Environmental, Social and Governance (‘ESG’) metrics that are

material to our business. As such we have aligned the below disclosures to the SASB Internet and Media Services standards for the Group, covering our activities during FY2023.

Sustainability Accounting Standards Board (‘SASB’) Disclosures

Trainline plc

57

Strategic Report

TCFD and SASB disclosures

continued

SASB Accounting Metric

SASB code

Trainline Disclosure

(1) Number of law enforcement requests for user

information, (2) number of users whose information

was requested, (3) percentage resulting in disclosure

TC-IM-220a.4

1) 568 (1,305 in FY2022). 2) Trainline does not track this metric. 3) Trainline complies with 100% of requests from law enforcement

and discloses the requested information. Each disclosure is considered in accordance with internal process and disclosures are only

made where there is a lawful basis to do so and it is considered proportionate in relation to the rights and freedoms of the affected

user, for example for the prevention of suspected fraud.

List of countries where core products or services are

subject to government-required monitoring, blocking,

content filtering, or censoring

TC-IM-220a.5

Trainline does not operate in countries where core products or services are subject to government-required monitoring, blocking,

content filtering, or censoring.

Number of government requests to remove content,

percentage compliance with requests

TC-IM-220a.6

There have been no government requests for Trainline to remove content.

(1) Number of data breaches, (2) percentage involving

personally identifiable information (‘PII’), (3) number of

users affected

TC-IM-230a.1

Trainline had no personal data breaches that have met the formal threshold for notification to regulatory bodies in this last year.

Description of approach to identifying and addressing

data security risks, including use of third-party

cybersecurity standards

TC-IM-230a.2

Trainline maintains a suite of information security and privacy related policies, standards, procedures, and guidelines, specifically

leveraging accepted industry frameworks such as the PCI DSS security standards. The Company has a Chief Information Security

Officer who oversees dedicated teams responsible for information security and privacy, including the Data Protection Officer.

For more information see page 42.

Percentage of employees that are foreign nationals

TC-IM-330a.1

7% of all employees (5% in FY2022). Trainline works closely with external legal counsel to ensure sponsorship requirements are met

for all visa-holding employees working within the jurisdictions where Trainline operates.

Employee engagement as a percentage

TC-IM-330a.2

Trainline conducted an all-employee engagement questionnaire in which 87% of respondents noted that they were proud to work

at Trainline (FY2022: 83%). Our overall engagement score increased to 74% (65% in FY2022)

Percentage of gender and racial/ethnic group

representation for (1) management, (2) technical staff,

and (3) all other employees

TC-IM-330a.3

We disclose this on page 47. Trainline has chosen not to disclose racial/ethnic group representation metrics for FY2023 due to legal

restrictions on the ability to gather a reliable dataset of such information.

Total amount of monetary losses as a result of legal

proceedings associated with anti-competitive

behaviour regulations

TC-IM-520a.1

Trainline has not been subject to legal proceedings associated with anti-competitive behaviours and as a result has not suffered

any losses nor has it had to take any actions (such as changes in operations, management etc).

(1) Data processing capacity, (2) percentage outsourced

TC-IM-000.B

Omitted as privileged and confidential.

(1) Amount of data storage,

(2) percentage outsourced

TC-IM-000.C

Omitted as privileged and confidential.

Trainline plc

Annual Report and Accounts 2023

58

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

At Trainline, engaging with our

stakeholders is integral to how we

achieve our purpose and strategy.

Stakeholder engagement

Stakeholder engagement & section 172 statement

Through timely and proactive engagement

with our stakeholders, we aim to provide the

best possible experience for our customers,

support and promote the industry and

generate sustainable value and growth

in our business.

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

1. Our customers

Customer experience is at the heart of Trainline’s

business. Understanding our customers’ travel

needs is key to us delivering and continually

improving our best-in-class product experience.

Link to strategic growth priorities:

Accessing the latest information on their

planned journey and understanding its

environmental impact.

Finding the cheapest, fastest and most convenient

tickets for their journeys, saving them money,

time and hassle.

A secure, reliable and robust product experience.

Greater accessibility to more sustainable modes

of transport.

We spend as much time as possible engaging

with and learning from our customers. Our

quarterly customer barometer programme and

our customer experience programme help us

understand how well we’re serving our customers

across their purchase and travel experience and

where they want us to improve.

We also undertake targeted research to better

understand specific issues and markets.

All this helps Trainline continue to be Europe’s

leading independent rail platform with a 4.9/5

star app rating.

The Board are active users of Trainline

and also receive regular updates on our

customers, in particular:

•

their needs and key trends as they feel

the impact of the rising cost of living

and changes in work habits; and

• the successes and learnings from new

products and features that we launch.

The following summarises our key

stakeholders; what’s important to them;

how we have engaged with them directly

and through relevant organisations; and

highlights of the results of that engagement

during the financial year.

Key

Stakeholder engagement & section 172 statement

continued

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

2. Our carrier partners

In order to provide our customers with the best

possible rail and coach journey experience, it’s

paramount we establish and maintain strong

relationships with our carrier partners. Trainline

also provides white label services to a number

of carriers.

Link to strategic growth priorities:

The opportunity to increase their reach, ticket

sales and the number of customers and corporate

travellers using their services in their home

market or when expanding into new liberalised

foreign markets.

Lower cost to serve customers by transitioning

to digital.

Support by helping customers find the right

information for their planned journeys and

travel safely.

Access to Trainline’s operational excellence and

innovation, through our white label service.

We have a dedicated, multi-national team of

rail and coach travel specialists responsible for

establishing and growing relationships with our

carrier partners.

Beyond this team, we work with carrier partners

at every level of the organisation to drive

collaboration, deliver marketing campaigns

and improve processes to enhance customer

experience.

During FY2023, we have been especially focused

on:

• integrating new entrants to European markets

into our product;

•

aligning closely on the impact of strike action

and using our expertise to help provide

information to rail passengers; and

•

finalising the migration of our white label

partners to Platform One.

The Board receives regular updates on our

carrier partners and the recovery of the

rail industry. During the year these

updates included:

•

the actions taken to align with them on

supporting rail passengers during strikes;

and

• how Trainline has supported new rail

entrants in FY2023 as they launched

their services.

3. Government and regulators

Government and regulatory policy determine

much of the business environment in which

Trainline operates.

Link to strategic growth priorities:

The recovery of the rail industry and the

implementation of their respective priorities.

The reduction in carbon emissions, by

increasing modal shift to rail from other

less environmentally-friendly travel modes.

Trainline regularly engages in consultations

and meets with key policymakers, government

representatives and industry bodies across the

UK and wider Europe.

During the year, our focus has been on:

• engaging on GBR industry reform;

• participating in EU consultations on increasing

rail use and encouraging modal shift from cars

and planes in Europe; and

• engaging with EU competition authorities

and regulators on the opening-up of rail

retail markets.

The Board receives updates on engagement

with governments and regulators, in

particular:

• the development of GBR industry reform;

and

•

the progress made on providing insights to

help solve industry problems.

Key

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build

demand

Trainline plc

60

Strategic Report

Stakeholder engagement & section 172 statement

continued

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

4. Our people

Ensuring that we attract, nurture and retain our

people and focus them on achieving our strategy

is key to Trainline’s success.

Trainline’s Board is keenly aware that the

interests of our people should be considered

when making decisions that may impact them

and the wider business.

Link to strategic growth priorities:

The ability to develop and progress at a business

that has an environmentally sustainable purpose.

An opportunity to contribute, take ownership

and deliver to a clear and shared strategy.

Working with a diverse and gender-balanced team.

Work/life balance.

The opportunity to share in the success of

the business.

We regularly bring together all our people

across all our offices at our All Hands sessions

so our Management Team can bring everyone

up to speed on our latest projects, the progress

towards our strategy and our recent

business performance.

Every six months we undertake a Group-wide

engagement survey so we can evaluate how our

whole team are doing and measure our progress

against our key engagement indicators.

The Board receives regular updates on

our people and culture, in particular:

• the results of our Group-wide engagement

surveys and progress made against our

People strategy; and

•

the actions taken during the year to support

our People with the rising cost of living.

During FY2023, the Board also visited our

Paris office and met with the local team to

help further develop its understanding of

our European business.

5. Our shareholders

The Board is accountable to shareholders.

Trainline aims to ensure that a good dialogue

with shareholders, investors and analysts is

maintained, and that their issues and concerns

are understood and considered by the Board,

the Management Team and our people.

Link to strategic growth priorities:

Understanding the strategy and operations

of the Group.

Financial performance and commercial success.

Understanding the exposure to macroeconomic

and political risk.

Opportunity for dialogue with management

on key matters, e.g. performance and

executive remuneration.

Sustainability and the environmental and ethical

impact of the Group.

The governance structures that are in place and

changes to them.

The Investor Relations Team, Executives and

Board members have continued to meet

regularly with investors via calls, conferences

and roadshows.

We also hosted a presentation and Q&A on how

Trainline’s product innovation enhances the

customer experience to help investors better

understand Trainline’s business.

The Board receives regular updates on our

shareholders, which typically focus on:

• investor sentiment on Trainline and the

industry; and

•

the key areas of focus in meetings.

Members of the Board have also engaged

directly with investors during the year to

discuss matters relevant to their role.

Key

Enhancing the

customer experience

Increase customer

lifetime value

Growing Trainline

Partner Solutions

Build

demand

Trainline plc

61

Strategic Report

Stakeholder engagement & section 172 statement

continued

Section 172(1) statement

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he

or she considers, in good faith, would most likely promote the success of the company for the

benefit of its members as a whole.

In doing this s.172 requires a director to have regard, amongst other matters, to the:

•

likely consequences of any decision in the long term;

•

interests of the company’s employees;

•

need to foster the company’s business relationships with suppliers, customers and others;

•

impact of the company’s operations on the community and environment;

•

desirability of the company maintaining a reputation for high standards of business conduct; and

•

need to act fairly as between members of the company.

The Board understands that how we behave matters not only to our people but also to the

many stakeholders who have an interest in our business. We believe that productive business

relationships with our suppliers, customers and other key stakeholders are key to the success

of the Group and that the interests of relevant parties should be considered when making

decisions that may impact them. Though engagement is carried out by those most relevant to

the stakeholder or issue in question, the Board receives updates on the engagement that has

been undertaken, the reoccurring questions, concerns raised and the feedback provided by the

Group’s key stakeholders.

When making decisions the Board takes the course of action that it considers best leads to the

success of the Company over the long term, and when doing so also considers the interests of

the stakeholders that we interact with. The Board acknowledges that not every decision made

will necessarily result in a positive outcome for all of our stakeholders, but by considering the

Group’s purpose and values together with its strategic priorities the Board aims to make sure

its decision is consistent and predictable.

We set out on page 68 some examples of how the Directors have had regard to the matters

set out in section 172(1) (a) to (f) when discharging their section 172 duty and the effect of that

on certain of the decisions taken by them. By considering these matters the Directors have

had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when

performing their duty under section 172.

Non-financial and sustainability

information statement

The following table sets out where non-financial information can be found within this

Annual Report, further to the Financial Reporting Directive requirements contained in

sections 414CA and 414CB of the Companies Act 2006. Where possible, it also states

where additional information can be found that supports these requirements.

Reporting

requirement

Relevant Trainline policies and

procedures

Where to read more in this report

Page

Business model

N/A

Our business model

18 to 21

Non-financial KPIs

N/A

Key performance indicators

33

Principal risks

Trainline risk management process

Principal risks and uncertainties

38

Environmental

matters

Environmental policy

Market overview

Sustainability

Global GHG emissions & data

11

8 to 9

56

Human rights

Human rights policy

Principal risks and uncertainties

Stakeholder engagement

44

61

Our people

Trainline staff handbook and

accompanying policies and

procedures

Principal risks and uncertainties

Our people and culture

Stakeholder engagement

44

47 to 51

61

Social matters

N/A

Sustainability

Our people and culture

8 to 10

47

Anti-corruption

and anti-bribery

Anti-bribery and corruption policy

Principal risks and uncertainties

Report of the Audit and Risk

Committee

45

75

The Strategic Report, which has been prepared in accordance with the requirements

of the Companies Act 2006, has been approved by the Board and signed on its behalf.

On behalf of the Board

Martin McIntyre

Company Secretary

4 May 2023

Trainline plc

62

Strategic Report

On behalf of the Board, I am

pleased to provide an overview

of our activities during the year.

Chair’s governance statement

Execution of our strategy has been the focus for the

Board during the year, in particular monitoring that

our International growth plan is performing well, that

we continue to grow and support our UK business

and that Trainline continues to innovate for the

benefit of its customers.

The Board believes that culture plays a fundamental

role in the delivery of Trainline’s purpose and the

successful execution of its strategy. The Board is

ultimately responsible for ensuring that its activities

reflect the culture we wish to instil in our people and

therefore sets a clear emphasis on setting the tone

from the top and leading by example.

Our visit to Trainline’s Paris office was a great success

which provided the Board with invaluable insight into

our local team and the French rail market.

Board leadership

I am delighted that Rakhi and Pete have joined the

Board. Pete was the standout candidate for the CFO

role, his deep knowledge of the business as a result

of his seven years at Trainline in senior finance roles

provides strong continuity in how we execute against

our strategy and engage with key stakeholders, all of

which will be vital in achieving Trainline’s ambitious

growth plans.

In addition, Rakhi’s considerable expertise in

customer experience and innovation at high growth

tech businesses brings valuable skills and knowledge

to the Board and its Committees.

I would like to once again convey mine and the

Board’s thanks to Shaun McCabe and Kjersti Wiklund

for their service to Trainline.

Diversity and inclusion

The Board and the Nomination Committee recognise

the importance and benefits of diversity and inclusion

and wholeheartedly support all the work Trainline

undertakes to create a diverse workforce. The Group

is involved in a number of initiatives to encourage

and promote diversity in technology and leadership

positions and I am pleased we are starting to see the

results as we grow female representation.

As Chair, I continue to be focused on ensuring that

the Board aligns with the upcoming Listing Rules

changes on Board diversity whilst being considerate

of the relatively short tenure of our Non-executive

Directors since our IPO in 2019. We have taken steps,

as we disclosed last year, to address diversity on the

Board, and I am pleased our approach to maximising

the opportunity to make appointments that allow the

Board to reflect the diversity at Trainline and in the

wider community is bearing fruit.

Annual General Meeting

We will be holding our AGM on 29 June at 1 Tanfield,

Edinburgh EH3 5DA, Trainline’s Edinburgh office.

This will be the first opportunity for shareholders to

meet the Board outside of London and I encourage

you to attend and take advantage of this chance to

ask questions.

Brian McBride

Chair

4 May 2023

Trainline plc

Annual Report and Accounts 2023

63

Strategic Report

Strategic Report

Governance

Financial Statements

Governance structure

Board of Directors

Collectively responsible for

establishing Trainline’s purpose,

values and strategy to enable

the long-term success of the

Group for the benefit of our

shareholders and stakeholders.

Responsible for ensuring

that Trainline achieves its

purpose and that the purpose

is embedded at all levels of

the business.

Assesses and monitors the

Group’s culture, promoting its

alignment with the purpose,

values and strategy, and

ensuring that the Group

operates within a framework

of effective controls and

risk management.

Audit and Risk Committee

Provides oversight of the

integrity of the Group’s Financial

Statements and reports to the

Board on the Annual Report

and Financial Statements and

other disclosures.

Oversees the external

auditor and monitors their

independence.

Monitors and reviews the

internal control and risk

management system. Reviews

whistleblowing, fraud, bribery

and other compliance policies

and procedures.

The Board operates with the assistance of three permanent Board Committees and delegates authority on specific matters to other

committees where it considers it appropriate to do so.

Remuneration Committee

Develops the Group’s policy

on Board remuneration

and monitors its ongoing

appropriateness. Oversees

workforce policies and takes

colleague remuneration into

account when setting the policy

for Directors’ remuneration.

Determines the levels of

remuneration for Executive

Directors, the Chair and the

Company’s senior management.

Nomination Committee

Reviews the composition of

the Board and its Committees,

including the effectiveness of

its members.

Leads the process for Board

appointments, plans for the

orderly succession of Board and

senior management positions

and oversees the development

of a diverse pipeline.

Trainline’s Management Team

Led by our CEO, Trainline’s Management

Team is composed of the Group’s senior

executives who are responsible for

developing, informing and monitoring the

strategy as set by the Board. The executives

oversee the day-to-day operations of

Trainline and come together to review,

assess and agree on actions to be taken

to achieve the objectives of the Group.

The Management Team meets regularly

to discuss the operational and financial

performance of the Group.

A number of sub-committees, chaired

by members of the Management Team,

provide expertise and oversight on

significant matters for the Group. These

sub-committees include the Sustainability

Steering Committee, Internal Risk

Committee and Disclosure Committee.

To see more information about

Trainline’s Management Team,

visit: investors.thetrainline.com

Trainline plc

Annual Report and Accounts 2023

64

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Governance structure

continued

The role of the Board

The Board is the driving force of Trainline’s

strategy, culture and governance, ensuring

that our high standards are consistent across

the business. It is accountable to Trainline’s

shareholders and seeks to represent the

interests of other stakeholders when setting

our long-term focus, strategy, culture and

policies, ensuring that the Group has the

right resources, overseeing risk and corporate

governance, and monitoring progress

towards meeting our strategic objectives,

sustainability goals and annual plans.

Our Directors are collectively responsible for

the success of Trainline. The Non-executive

Directors exercise independent, objective

judgement in respect of Board decisions,

and scrutinise and challenge management.

They also have various responsibilities

concerning the integrity of financial

information, internal controls and

risk management.

The Board conducts an annual review of

the Group’s overall strategy. The CEO, CFO

and the Management Team take the lead

in developing our strategy, which is then

reviewed, constructively challenged and

approved by the Board.

As part of the business of each Board

meeting, the CEO typically submits a

Company update, giving details of progress

against goals and the macro-environment

in which Trainline operates. The Board also

receives accounting and other management

information about Trainline’s resources,

and presentations on legal, governance

and regulatory developments.

To ensure that the Board has good visibility of

the key operations of the business, members

of the Management Team attend Board

meetings regularly to update the Board

on their specific areas of expertise and

the execution of the Group’s strategy.

The Board works to ensure that the Company

generates and maintains value over the

long term. By embodying and promoting

Trainline’s culture, the Board works to

monitor and assess Trainline’s objectives

in developing world-class technology and

maintaining Trainline’s robust and scalable

business model with due regard to Trainline’s

customers, people, carrier partners and other

key stakeholders.

Division of responsibilities - the role

of the Chair, the Chief Executive

Officer and the Senior Independent

Non-executive Director.

There is a clear division between executive

and non-executive responsibilities to ensure

accountability and appropriate oversight. The

roles of Chair and Chief Executive Officer are

separately held and their responsibilities are

well defined in writing and in practice.

Chair

•

Leads the Board and is responsible

for its overall effectiveness in directing

the Group;

•

shapes the culture in the boardroom,

in particular by promoting openness

and debate;

•

sets a Board agenda primarily focused

on strategy, performance, value creation,

culture, stakeholders and accountability,

ensuring that issues relevant to these

areas are reserved for Board decision; and

•

demonstrates objective judgement.

Chief Executive Officer

•

Develops the Group’s proposed strategy,

plans, commercial and other objectives

for the Board to consider and then

delivers the Board’s decisions;

•

manages the Group on a day-to-day

basis within the authority delegated

by the Board;

•

keeps the Chair and the Board informed

of potentially complex, contentious or

sensitive issues affecting the Group; and

•

manages the Group’s risk profile in line

with the assessment made by the Board.

Senior Independent

Non-executive Director

•

Acts as a sounding board for the Chair;

•

understands the views of the workforce

and communicates them to the Board;

•

is available to shareholders if they

have concerns which have not been

resolved through the normal channels of

communication with the Company or for

which such contact is inappropriate; and

•

at least annually, leads a meeting of the

Non-executive Directors, without the Chair

present, to appraise the performance of

the Chair, taking into account the views

of the Executive Directors.

Trainline plc

Annual Report and Accounts 2023

65

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Key

Audit and Risk Committee member

Remuneration Committee member

Nomination Committee member

Denotes Committee Chair

Attendance during the financial year

Board member

Meetings

Brian McBride

9/9

Jody Ford

9/9

Pete Wood

1

2/2

Jennifer Duvalier

9/9

Rakhi Goss-Custard

2

6/6

Andy Phillipps

9/9

Duncan Tatton-Brown

9/9

Shaun McCabe

3

4/4

Kjersti Wiklund

4

2/2

1

Joined the Board on 16 December 2022.

2

Joined the Board on 30 June 2022.

3

Stood down from the Board on 15 September 2022.

4

Stood down from the Board on 30 June 2022.

Ad hoc meetings were also convened to deal with

specific matters arising.

Board of Directors

Skills, knowledge and experience:

1

2

4

5

6

8

Committees:

Skills, knowledge and experience:

1

2

3

5

6

7

8

Skills, knowledge and experience:

1

2

3

4

5

6

7

8

Skills, knowledge and experience:

1

2

3

4

5

6

7

8

Committees:

Brian has a strong track record in

leading businesses, having held

many senior positions throughout

his career including Chair of ASOS

from 2012 to 2018 and Chief Executive

Officer of Amazon.co.uk from 2006 to

2011. He has also held Non-executive

Director positions at AO World plc,

Computacenter PLC, SThree PLC

and Celtic FC PLC. He was previously

on the Board of the BBC and was a

member of the Advisory Board of

Huawei UK.

Other appointments

Brian is President of the CBI, a Senior

Adviser to Scottish Equity Partners

and Lead Non-executive Director on

the Defence Board of the UK Ministry

of Defence. Brian is stepping down as

a non-executive Director at Abrdn plc

on 10 May 2023.

Skills and experience

Prior to Trainline, Jody held the

position of CEO at Photobox Group,

Europe’s leading personalisation

business, encompassing the Moonpig

and Photobox brands. Prior to

Photobox Group, he spent ten years

at eBay, latterly in California, leading

the Growth function globally. Jody

holds an MBA from INSEAD and a

BA in Economics and Politics from

Exeter University.

Other appointments

None

Skills and experience

Pete joined Trainline in February 2015,

becoming CFO in December 2022.

Prior to this he served as VP Finance

leading financial control, planning

and analysis, and had a central role

in engagement with industry and

regulatory stakeholders. Pete also

played a key role in the IPO. Prior

to Trainline he spent nine years at

eBay both as a finance leader and in

various commercial roles. Pete holds

a Master’s degree in Engineering from

the University of Cambridge.

Other appointments

None

Skills and experience

Jennifer was Executive Vice President,

People, for ARM Holdings plc with

responsibility for all People and

Internal Communications globally

from 2013 to 2017. Prior to ARM,

Jennifer was Group People and Culture

Director at UBM plc from 2007 to

2013 and Group HR Director at Emap

plc from 2003 to 2007. Jennifer holds

an MA (Hons) from the University of

Oxford in English and French.

Other appointments

Non-executive Director and Chair of the

Remuneration Committee of Mitie plc

and Remuneration Committee Chair

of NCC Group plc. Jennifer is also a

Non-executive Director and Chair of the

Remuneration Committee of Guardian

Media Group plc and a Non-executive

Director and Chair of the Sustainability,

People and Diversity Committee of the

Cranemere Group Ltd.

Skills, knowledge and experience

1

High-growth business

2

Digital & ecommerce

3

Government and regulatory

4

People

5

Operations

6

Technology

7

Finance

8

Risk management

1

2

4

3

2

Board composition

Chair

Executive

Independent

Non-executive

0-3 years

3-6 years

Length of tenure of

Non-executive Directors

Duncan Tatton-Brown

Independent

Non-executive Director

Skills and experience

Duncan was Chief Financial Officer of Ocado plc

from September 2012 to November 2020. Prior

to joining Ocado, Duncan held the Chief Financial

Officer’s role at Fitness First plc, and prior to that,

Duncan was Group Finance Director of Kingfisher

plc. He has also been Finance Director of B&Q plc

and Chief Financial Officer of Virgin Entertainment

Group and held various senior finance positions

at Burton Group Plc. Until July 2018, Duncan was

a Non-executive Director and Senior Independent

Director of Zoopla Property Group PLC. Prior to

this, he was a Non-executive Director and Audit

Committee Chair of Rentokil Initial plc. Duncan

holds a Master’s degree in Engineering from King’s

College, Cambridge. He is also a member of the

Chartered Institute of Management Accountants.

Other appointments

Non-executive Director of Cazoo Group Ltd.

Chair of Oxford Nanopore Technologies plc

and Loveholidays.com.

Rakhi Goss-Custard

Independent

Non-executive Director

Skills and experience

Rakhi has extensive expertise in customer

experience and innovation having spent 12 years

at Amazon in various senior leadership positions.

Prior to joining Amazon Rakhi held roles at

TomTom and US management consulting firm

Oliver Wyman. Rakhi holds a BA in Marketing

and Communications from the University

of Pennsylvania.

Other appointments

Non-executive Director at Kingfisher plc,

Rightmove plc and Schroders plc.

Andy Phillipps

Independent

Non-executive Director

Skills and experience

Andy brings a wealth of experience in e-commerce

and significant knowledge of technology and

marketplaces from his previous role as CEO of

Priceline International and Chair of Toptable.com,

both now part of Booking.com. Andy is currently an

adviser for iQ Capital, a deep technology venture

capital firm, and was previously a Non-executive

Director of Albion Development VCT PLC, an

investor in higher growth businesses with a strong

focus on technology companies. Most recently Andy

was a Fellow at Stanford University’s Distinguished

Career Institute.

Other appointments

Member of the investment Committee of iQ Capital,

Non-executive Director of Thought Machine,

Cambridge Angels and Prodigy Finance.

Board of Directors

continued

Key

Audit & Risk Committee member

Remuneration Committee member

Nomination Committee member

Denotes Committee Chair

Skills, knowledge and experience

1

High-growth business

2

Digital & ecommerce

3

Government & Regulatory

4

People

5

Operations

6

Technology

7

Finance

8

Risk Management

Skills, knowledge and experience:

1

2

5

6

7

8

Committees:

Skills, knowledge and experience:

1

2

5

6

8

Committees:

Skills, knowledge and experience:

1

2

5

6

8

Committees:

Trainline plc

67

Governance

Board in action

International growth plan

The Board has closely monitored the

investments made in the International

business to grasp the opportunity of

increasing fragmentation in Europe and

the growing opportunities for aggregation.

The Board received regular updates and

periodic deep dives on performance against

the International growth plan and the level

of investment being made to deliver the

ambitious growth targets. The experience

of the Board has been invaluable in

providing support and guidance to

Trainline as it delivers on its objectives.

Annual strategy review

The Board carries out a review of the

Company’s strategy on an annual basis.

This includes approving the business

plan for the following year and considering

future years. In the most recent strategic

review the Board received presentations

from our Management Team which

included potential market, product

and investment opportunities.

In making its decision to approve the business

plan and future strategy of the Company, the

Board considered the feedback received from

engagement exercises with our stakeholders.

As a result of that consideration, the business

plan and future strategy were focused to

ensure that they aligned with the issues

and factors that are most relevant to our key

stakeholders where these did not impact the

long-term success of the Company or the

enhancement of its reputation.

Workforce engagement

The workforce engagement programme has

continued during FY2023 with the Board visiting

Trainline’s Paris office to engage with the local

team, discuss local challenges and share their

expertise with the local leadership team.

Jennifer Duvalier, designated Non-executive

Director for Workforce Engagement, has also

continued to engage with our People and

share the key themes and sentiments with

the Board.

To further help understand the views and

concerns of our People, the Board receives

detailed engagement updates which include

metric tracking against targets, an overview

of comments made in the biannual employee

questionnaires and the actions being taken

to address areas of improvement. The Board

has valued the candid and constructive tone

of these updates.

The Board uses these and other sources of

insight to assess and monitor whether the

culture and behaviours the Group strives for

align with reality. Accordingly, the Board is

satisfied that the Group’s culture is a positive

one and is conducive to the successful

execution of Trainline’s purpose and strategy.

UK rail reform

The Board has continued to focus on the

evolving political and regulatory positions

on UK rail reform and GBR. The Board has

received regular updates from members

of the Management Team and has utilised

the knowledge and experience of the

Non-executive Directors to provide support

and guidance on stakeholder engagement

and planning.

The principal matters considered by the Board during the year were:

Strategy and

performance

The detailed review of the Group’s strategy and budget, updates on initiatives,

discussions of short and long-term priorities and setting medium-term plans

Trainline’s performance throughout the year, in particular during periods of

rail strikes

Operational

Product development and marketing strategy

Shareholders

and stakeholders

UK regulatory and political changes

Investor relations and key stakeholder updates

Reporting and

risk management

Annual review of the Group’s principal and emerging risks

Specific risk areas that are significant to Trainline including information security

and privacy

Review and approval of annual and half-yearly reporting

Leadership

and people

Considered internal and external candidates for the CFO position

Culture and workforce engagement

The impact of the increasing cost of living on our People and the steps being

taken to help them

Governance,

corporate

responsibility and

sustainability

The results of the Board effectiveness review and agreement on the

actions identified

Disclosures, including the gender pay gap statement and modern

slavery statement

Trainline’s sustainability strategy and net zero commitments

Trainline plc

Annual Report and Accounts 2023

68

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Composition, succession

and evaluation

Board composition and succession

Appointments to the Board are made solely

on merit with the objective of ensuring that

the Board contains an appropriate balance

of skills and knowledge of the Group and its

business, and length of service. Appointments

are made based upon the recommendations

made by the Nomination Committee with due

consideration given to diversity. In compliance

with the Governance Code, at least half of the

Board, excluding the Chair, is composed of

Independent Non-executive Directors.

The Board received updates from

Management on succession planning

for the Executive Directors and the

Management Team during FY2023.

Skills, knowledge and experience

As set out in their biographies on pages 66

to 67, each Director provides a range of skills,

knowledge and experience that is relevant

to the success of the Group and enables

strong independent judgement and

constructive challenge.

Board and Committee

effectiveness evaluation

During FY2023, Trainline engaged

Lintstock Ltd to facilitate a review of Board

performance. The review was undertaken

to comply with the UK Governance Code

and provide the Board, its Committees, the

Management Team and frequent presenters

to the Board with an opportunity to reflect on

the operation and effectiveness of the Board

and its Committees. Lintstock Ltd has no

other connection with Trainline.

The first stage of the review involved

Lintstock engaging with the Chair, the Senior

Independent Non-executive Director and the

Company Secretary to set the context for

the evaluation, and to tailor survey content

to the specific complexities and challenges

of Trainline’s business. The scoping of the

exercise also took into account the outcomes

of the FY2022 effectiveness review.

All Board members completed an online

survey on the performance of the Board, its

Committees and the Chair. The Management

Team, regular presenters and third-party

service providers who regularly attend Board

or Committee meetings were also invited to

provide feedback on performance.

As well as addressing core aspects of Board

and Committee performance, the exercise

had a particular focus on the following areas:

•

clarity of Trainline’s strategy, the

main challenges to the delivery of

Trainline’s strategic priorities and the

appropriateness of organisational capacity;

•

skills and experience of the Directors

and the diversity of representation

more broadly;

•

the visit to the Paris office and the

strategy offsite event;

•

the monitoring of workforce sentiment,

diversity and inclusion and culture

throughout the business;

•

views and perspectives of key external

stakeholders including shareholders,

carrier partners, customers, government

and regulators; and

•

top priorities for both the CEO and the new

CFO, in order to best succeed in their roles.

The reports provided a comparison with the

Lintstock Governance Index, which helped to

place the performance of the Trainline Board

into context. Participants were also invited

to privately discuss any matters with the

Chair and/or the Senior Independent

Non-executive Director.

The results of the evaluation were reviewed

and concluded that the Chair, the Board

and its Committees continue to operate

effectively. Actions were identified and

recommended to the Board, which

accepted them in full, in particular:

•

continuing to provide strategic and

constructive challenge whilst utilising the

Boards’ range of experience and expertise;

•

remaining live to strategic and operational

risks facing Trainline;

•

the benefit of continued deep-dive

sessions on key stakeholders; and

•

further opportunities to engage

with the wider workforce and visit

Trainline’s offices.

Trainline plc

Annual Report and Accounts 2023

69

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Report of the

Nomination Committee

Membership

The Committee comprises five Independent

Non-executive Directors: Andy Phillipps,

Jennifer Duvalier, Rakhi Goss-Custard,

Duncan Tatton-Brown, and myself

(Brian McBride) as its Chair.

The Committee’s key activities

Key matters discussed by the Committee

during FY2023 included:

•

the search for candidates for the CFO

position and the Remuneration

Committee chair role;

•

the suitability of Pete Wood and

Rakhi Goss-Custard as candidates

for appointment to the Board and

its Committees;

•

talent and succession planning

•

Trainline’s diversity and inclusion

programme;

•

the effectiveness of the Board, its

Committees and individual Directors; and

•

the structure, size and composition of the

Board, including the skills, knowledge,

independence, experience and diversity

of its members.

The Committee’s key activities

planned for FY2024

The Committee recognises the importance

and benefits of the Board having an

appropriate balance of skills, experience,

independence and knowledge to enable the

Directors to discharge their respective duties

and responsibilities effectively.

Due in part to the relatively short tenure of

our Non-executive Directors, all of whom

have been appointed for less than four years

following our IPO in 2019, the Committee

recognises that the Board does not currently

align with the upcoming Listing Rule changes

on Board diversity.

In order to address this, the Committee

will continue to ensure that candidates

from ethnically, racially and gender

diverse backgrounds are always included

in shortlists for Board positions with the

intention of maximising the opportunity to

make appointments that allow the Board to

reflect the diversity at Trainline and in the

wider community.

Given the progress made during FY2023, the

Committee is confident that by ensuring the

candidates included on shortlists for Board

appointments are genuinely diverse the

Board will align with the upcoming Listing

Rule changes in due course.

Prior to the Committee’s next report it intends

to undertake the following key activities:

•

the implementation of the

recommendations arising from the

externally facilitated Board evaluation;

•

continuing to monitor succession planning

and the development of a diverse pipeline

of talent; and

•

a review of progress against the Group’s

diversity and inclusion objectives.

Brian McBride

Chair of the Nomination Committee

4 May 2023

I am pleased to present Trainline’s Report of the Nomination Committee

which provides a summary of the Committee’s role and activities.

Our responsibilities

•

Monitor the composition of the Board

and its Committees, including the

effectiveness of its members

•

Lead the process for Board appointments

•

Plan for the orderly succession of Board

and Management Team positions and

oversee the development of a diverse

pipeline of talent

Brian McBride

Brian McBride (Chair)

2/2

Jennifer Duvalier

2/2

Andy Phillipps

2/2

Duncan Tatton-Brown

2/2

Rakhi Goss-Custard

1/1

Kjersti Wiklund

1/1

2

5

Male

71%

Female

29%

Male

61%

Female

39%

White

Asian

Gender of the Board of Directors

Key areas of focus for the

Committee during FY2023

Board and Committee appointments

Following an extensive market assessment

exercise the Committee identified Pete Wood

and Rakhi Goss-Custard as the stand-out

candidates for the respective positions of

CFO and Chair of the Remuneration

Committee and recommended their

appointment to the Board.

Russell Reynolds Associates were engaged

to assist with the selection process for

candidates.

Policy on diversity and inclusion

Diversity continues to be one of the pivotal

considerations on any appointment to

the Board and the Management Team.

The Committee is pleased with the

progress Trainline has made during

FY2023, in particular the increase in female

representation in senior management roles

and in the wider workforce, but recognises

that there is still further progress to be made

before we truly reflect the diversity in our

communities.

Our diversity strategy has ensured we have

female representation in a senior Board

position and that the Board also aligns

with anticipated ethnic diversity

requirements in the Listing Rules.

The Committee supports Trainline’s strategy

to better understand the diversity of its

workforce and those applying for roles. The

Committee takes an active role in setting and

meeting diversity objectives and strategies

Diversity (actual headcount

as at 28 February 2023)

Ethnicity of the Board of Directors

Gender of the Management Team

and their direct reports

1

22

34

6

1

1

As defined in the UK Corporate

Governance Code 2018, Provision 23.

for the Group as a whole. The Board’s policy

is to continue to seek and encourage diversity

within long and shortlists, including with

regard to gender, as part of the overall

selection process for Director roles. The

Committee believes we have a diverse

Management Team which is able to

effectively serve the Group’s interests.

Trainline is committed to having a diverse

and inclusive workplace and the Committee

supports this goal and the recommendations

set out in the Hampton-Alexander Review

and the Parker Report wholeheartedly. The

Committee recognises that technology is

a male-dominated sector and that despite

progress being made the Group must

continue to strive to achieve its diversity

and inclusivity goals. Further information

on Trainline’s diversity and inclusivity

initiatives is available on page 47.

Composition of the Board and

its Committees

The Committee is satisfied with the current

composition of the Board and its Committees.

The Committee also considers the

Directors to possess the skills, knowledge,

independence and experience necessary to

effectively fulfil their duties, but recognises

that the Board does not currently align

with the upcoming Listing Rule changes on

Board diversity.

Succession planning

The Committee recognises the importance of

developing and maintaining a diverse talent

pipeline to provide succession options for

the Management Team. The Committee held

a private session during FY2023 to consider

and approve the succession pipeline and

welcomed the promotion of Pete Wood

from the Management Team to CFO.

Director reappointment

In accordance with the provisions of the

Governance Code, all Directors will retire at

the forthcoming AGM of the Company and the

Board has recommended their reappointment.

In reaching its decision to recommend

reappointment, the Board acted on the

advice of the Committee.

The Committee is satisfied that all the

Directors devote sufficient time to their duties

and demonstrate great enthusiasm and

commitment to their roles. The Committee

applied particular scrutiny to the performance

of Andy Phillipps and Jennifer Duvalier, who are

completing the three-year term of their current

letters of appointment which will be renewed

subject to their reappointment at the AGM.

The Committee reviewed the independence

of the Non-executive Directors and confirmed

to the Board that it considers each of the

Chair and the Non-executive Directors to be

independent in accordance with the Code.

Board effectiveness evaluation

The Committee undertook an externally

facilitated Board evaluation during the year.

The Chair of the Nomination Committee

and the Senior Independent Non-executive

Director took an active role to ensure

questions took into account the strategy

and complexities of the business. Further

information on the evaluation is available

on page 69.

Trainline plc

71

Governance

Report of the

Audit and Risk Committee

Membership

The Committee comprises four Independent

Non-executive Directors: Jennifer Duvalier,

myself (Duncan Tatton-Brown) as its Chair,

Andy Phillipps and Rakhi Goss-Custard. The

biography of each member of the Committee

is set out on pages 66 to 67.

The Board is satisfied that the Committee as

a whole has the competence relevant to the

sector in which the Group operates and that I

have recent and relevant financial knowledge

and the experience to be the Chair of the

Committee.

Role and work of the Audit &

Risk Committee

Meetings are held to coincide with key events,

in particular the reporting and audit cycle

for the Group. The Chair of the Committee

reports to the Board on the business

concluded at Committee meetings, the

discharge of its responsibilities and informs

the Board of any recommendations made.

The Committee’s key activities

during FY2023

Key matters undertaken by the Committee

during FY2023 included:

•

monitoring the effectiveness of the

external auditor and the internal

audit function;

•

reviewing the Group’s accounting policies,

the use of Alternative Performance

Measures, significant financial reporting

issues, judgements and estimates;

•

considering the going concern and

viability statements;

•

reviewing the integrity of the Financial

Statements of the Group and all formal

announcements relating to its

financial performance;

•

monitoring progress against the Internal

Audit plan;

•

considering whether this Annual Report,

taken as a whole, is fair, balanced and

understandable, provides shareholders with

the information necessary to assess the

Company’s position, performance, business

model and strategy, and the completeness

of the included disclosures; and

•

monitoring the adequacy and effectiveness

of the Group’s internal control systems.

The Committee’s activities

planned for FY2024

Prior to the Committee’s FY2024 report it

intends to undertake the following activities:

•

monitor the continued implementation

of digital audit technologies by the

external auditor and Management;

•

conduct deep dives into specific

areas of risk management; and

•

monitor the BEIS proposals on corporate

reporting, internal controls and audit

committees and assess their potential

impact on Trainline.

Duncan Tatton-Brown

Chair of the Audit and Risk Committee

4 May 2023

Our responsibilities

•

Monitor the integrity of the Company’s

Financial Statements and report

to the Board on the Annual Report

and Financial Statements and

other disclosures

•

Oversee the external auditor and

monitor their independence

•

Monitor and review the internal control

and risk management system and the

Internal Audit function

•

Oversee the Internal Audit function and

monitor the effectiveness of its work

•

Review whistleblowing, fraud, bribery

and other compliance policies

and procedures

Duncan Tatton-Brown

Chair of the Audit and Risk Committee

Committee Member

Meetings

Duncan Tatton-Brown (Chair)

4/4

Andy Phillipps

4/4

Jennifer Duvalier

4/4

Rakhi Goss-Custard

3/3

Kjersti Wiklund

1/1

Report of the Audit and Risk Committee

continued

Financial Statements and reporting

The Committee monitored the financial

reporting process for the Group, which

included receiving reports from, and

discussing these with, the external

auditor. The Committee also considered

the FRC’s corporate reporting focus areas

during the year and their relevance to the

Group’s reporting.

As part of the year end reporting process

the Committee reviewed this Annual Report,

a management report on: accounting

estimates and judgements; Fair, Balanced

and Understandable, the external auditor’s

report on internal controls, accounting

and reporting matters, and management

representation letters concerning accounting

and reporting matters.

Monitoring the integrity of the Company’s

financial statements, the financial reporting

process and reviewing the significant

accounting issues are key roles of the

Committee. Measures are in place to

provide reasonable assurance regarding

the reliability of financial reporting. These

include: a comprehensive system of planning,

budgeting, monitoring and reporting; clearly

defined policies for capital expenditure

including reviews by senior management; and

frequent monitoring of cash flows against

forecasts. The measures provide reasonable,

though not absolute, assurance against

material misstatement or loss.

Going concern and viability assessments

The Committee reviewed and advised the

Board on the Group’s going concern and

viability statements included in this Annual

Report and the calculations and reports

prepared by Management in support of

such statements. The external auditor

discussed the statements with the

Committee and reviewed the conclusions

reached by Management regarding going

concern and viability.

Fair, balanced and understandable

The Committee plays an important role in

advising the Board when it considers whether

the Annual Report, taken as a whole, is fair,

balanced and understandable and provides

the information necessary for shareholders to

assess the Company’s position, performance,

business model and strategy. The Annual

Report is prepared in accordance with robust

processes to support this role:

•

co-ordination of the production of the

Annual Report is overseen by the Company

Secretary to ensure that the document is

consistent throughout;

•

members of management with

appropriate experience, knowledge and

seniority are assigned responsibility for

preparing each section and form part

of a core Annual Report team;

•

there is an extensive verification process

undertaken each year to confirm the

factual accuracy of stated facts and

the authenticity of belief statements;

•

drafts are regularly reviewed by the Annual

Report team and members of senior

management. Board members receive

drafts of the Annual Report for review

and input; and

•

the Committee receives the draft Annual

Report and considers a fair, balanced and

understandable review, and also considers

assurance provided on disclosures made.

Accounting judgements and key

sources of estimation uncertainty

The Committee assessed whether suitable

accounting policies had been adopted and

the reasonableness of the judgements

and estimates that had been made by

Management. The Committee, alongside

Management and the external auditor,

identified the area set out in the table below

as the key area of judgement and estimation.

Issue considered

How the issue was addressed

Carrying value of

International goodwill

The carrying value of

International goodwill depends

on the future cash flow forecast

supporting the carrying value.

There is inherent uncertainty

in forecasting future cash

flows and as such this area

of estimate is a focus for

the Committee.

The Committee reviewed and discussed Management’s

conclusions around the carrying value of goodwill, including:

the methodology applied; the achievability of the business plan;

the appropriateness of discount rates and long-term growth

rates applied; and the outcome of sensitivity analysis.

The Committee agreed with Management’s conclusion that the

carrying value of goodwill is supported by the expected future

cash flows of the International business.

Trainline plc

Annual Report and Accounts 2023

73

Strategic Report

Governance

Financial Statements

Report of the Audit and Risk Committee

continued

Assessing the effectiveness of the external

audit process and the external auditor

To ensure that PwC LLP (‘PwC’) is effective in

its role as external auditor the Committee:

•

monitored the effectiveness of the

digital audit technologies introduced

to the audit process and noted the

resulting efficiencies;

•

reviewed and approved the annual audit

plan to ensure it was consistent with

the scope of the audit engagement. In

reviewing the audit plan, the Committee

discussed the areas identified by the

external auditor as most likely to give

rise to a material financial reporting

error or perceived to be of higher

risk and requiring additional audit

emphasis (including those set out in

the Independent Auditor’s Report);

•

confirmed that the audit fee enabled

PwC to conduct an effective audit;

•

discussed and assessed PwC’s

performance as external auditor;

•

considered the audit scope and materiality

threshold; and

•

met privately with PwC, including the

lead audit partner, without Management

present, to discuss its remit and any issues

arising from its work.

The Committee also considered the safeguards

in place to protect the external auditor’s

independence. PwC provided a letter of

independence to the Committee reporting that

it had considered its independence in relation

to the audit and confirmed that it complies with

UK regulatory and professional requirements

and that its objectivity is not compromised.

The Committee took this into account

when considering the external auditor’s

independence and concluded that PwC

remained independent and objective in

relation to the audit.

The Committee confirms that the Group

complies with the Statutory Audit

Services for Large Companies Market

Investigation (Mandatory Use of Competitive

Tender Processes and Audit Committee

Responsibilities) Order 2014.

Non-audit work carried out by the

external auditor

The Committee has a set policy on the

provision of non-audit services by the

external auditor. This policy is designed

to comply with the FRC guidance on the

provision of non-audit services and helps

maintain the independence and integrity

of the Group’s external auditor.

The policy sets out specific considerations

around the provision of non-audit services

and requires approval by part or all of the

Committee for any proposed services with

an expected fee of more than £50,000. The

CFO is authorised to approve non-audit fees

up to a cumulative total of £50,000, giving

consideration to the independence and

objectivity of the external auditor in line with

FRC guidance. The policy requires approved

non-audit fees be disclosed to the Committee

for consideration alongside the ratio of audit

to non-audit fees.

The fees paid for non-audit services during

the year ended 28 February 2023 were

approved by the Committee and amounted

to £52,150, which related to audit-related

assurance services for the 31 August 2022

half-year review undertaken by the external

auditor, subscriptions for business and

accounting knowledge and metric reporting

services. The ratio of audit to non-audit

fees for FY2023 was 10.6. Further details

of these amounts can be found in Note 4

of the Financial Statements.

Only certain types of work, as defined by the

FRC, are explicitly permitted to be provided

to the Group by PwC, which does not include

specific tax advisory services and internal

audit services. A detailed list of non-permitted

services is included in the Committee’s

non-audit services policy, which is aligned to

Article 5 of Regulation (EU) No 537/2014 of

the European Parliament and of the Council.

External auditor and audit fees

PwC was appointed as external auditor to the

Company in FY2021 and there are no current

plans to undertake a tendering process for

the external auditor in FY2024. The lead audit

partner for the external auditor is Jaskamal

Sarai.

The Committee was satisfied that the level

of audit fees payable in respect of the audit

services provided, being £554,980, was

appropriate and that the increases in fees

related to inflationary increases and an

increased external audit scope arising from

new regulatory requirements.

Internal Audit

The Head of Risk and Internal Audit was

appointed during FY2022 with responsibility

for the Group’s enterprise risk management

framework and the Internal Audit function.

The Internal Audit function provides

independent assurance of the effectiveness

of the Group’s internal controls and risk

management systems. The Committee

reviewed and approved the Internal Audit

Charter and the planned internal audits

for FY2023.

Following each internal audit, a rated report

is produced and shared with key stakeholders

and senior management, summarising the

Internal Audit function’s assessment of the

effectiveness of the relevant controls. The

Internal Audit function formally tracks the

status and resolution of any recommended

action items. A summary of the internal

audit reports as well as the status of the

recommended control improvements are

discussed with the Committee.

The Committee held private meetings with

the Head of Risk and Internal Audit without

Management present to discuss the Internal

Audit remit and any issues arising from its

work. As a result of these private meetings,

the updates received and the reviews

undertaken, the Committee considers the

Internal Audit function to be operating

effectively and that the quality, experience

and expertise of the function is appropriate

for the business.

The Committee will continue to monitor the

effectiveness of the Internal Audit function and

undertake an effectiveness review in FY2024.

Trainline plc

Annual Report and Accounts 2023

74

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Report of the Audit and Risk Committee

continued

Risk management

The Group’s risk tolerance is set by the Board

and is the level of risk it is willing to accept to

sustainably achieve its strategic objectives.

The Group’s risk appetite and risk tolerance

are documented in the Group’s Risk Policy,

which is presented to the Committee annually

for consultation. The Board discusses and

reviews the Group’s risk appetite upon

reviewing the principal risks and the strategy

for the Group. Regular reviews of the risk

appetite ensure that the Company’s risk

exposure remains appropriate in enabling

the Group to achieve its strategic objectives.

The Group has a formal Enterprise Risk

Management (‘ERM’) programme that guides

its risk management activities. There is a

dedicated Internal Risk Committee (‘IRC’) in

place, chaired by the CFO and composed of

senior risk owners and stakeholders, who are

responsible for reviewing and calibrating the

Group’s risk landscape and risk mitigating

activities. These reviews provide a robust

assessment of the Group’s principal and

emerging risks and take into account the

risks that threaten its business model, future

performance, solvency and/or liquidity and

the Group’s strategic objectives.

Overview of our anti-bribery, corruption and whistleblowing policies and procedures:

Anti-bribery and corruption

Trainline adopts a zero-tolerance approach to bribery and corruption. Any of our people found to

have breached the Group’s policies will face disciplinary action which could include dismissal for

gross misconduct. These policies are passed on to our supply chain, where appropriate, as part of our

procurement and contracting procedures. Corporate criminal offence procedures are in place to help

prevent the facilitation of tax evasion.

Receiving corporate hospitality and gifts

Should be refused if they could influence or appear to influence decisions made on behalf of the Group.

Our People are required to disclose gifts and hospitality offered or received. Substantial physical gifts are

required to be passed on to the Group for donation to charity or disposal.

Offering corporate hospitality and gifts

Must be fully documented, preapproved by the relevant member of the Management Team and recorded in the

Gifts and Hospitality Register. Any gifts or hospitality proposed to be offered to government officials, politicians,

political parties, regulators or foreign public offices must be pre-approved by the Group’s Legal Team.

Facilitation payments

Are strictly prohibited, no matter the value, even where such payments are perceived as a common part of

local business practice or law. This prohibition also applies to those who work on behalf of the Group.

Whistleblowing

If anyone has a concern they wish to raise they can contact an independent reporting line for anonymous

reporting of concerns. Promotional activities are undertaken to promote awareness of the whistleblowing

policy. The Committee and the Board receive reports throughout the year on whistleblowing arrangements

and activities.

Corruption

Fraud, bribery and corruption concerns should be reported in accordance with the Group’s Anti-Fraud, Bribery

and Anti-corruption Policy. Disciplinary action and other appropriate measures will be taken as necessary.

Periodic refreshers are provided to our People to reinforce the importance of this and other relevant policies.

The Committee, in supporting the Board in its

annual assessment of the effectiveness of the

enterprise risk management programme and

internal control processes, relies on reporting

by the IRC, Management, compliance reports

and the assurance provided by the external

auditor. Further information on the Group’s risk

management framework and its principal and

emerging risks are available on pages 38 to 46.

Critical systems resilience

The Committee receives updates on disaster

recovery and business continuity plans,

including critical systems and processes.

Recovery processes are subject to continuous

review with periodic updates provided

to the Committee on progress

towards improvements.

The Committee welcomed the attainment

of ISO 22301 certification for the business

continuity plan during the year and will

continue to monitor the audit and annual

third-party recertification process.

Internal controls review

The Board monitors the key elements of the

Group’s internal control and risk management

framework, supported by the Committee.

The Committee advised the Board on its

review of the effectiveness of the systems

and processes including financial, operational

and compliance controls during the year.

No significant failings or weaknesses were

identified in the systems of risk management

or internal control during FY2023.

Trainline plc

Annual Report and Accounts 2023

75

Strategic Report

Governance

Financial Statements

Directors’ remuneration report

On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for FY2023, my first as

Chair of the Remuneration Committee (the ‘Committee’).

Trainline performed strongly in FY2023,

despite strikes in the UK continuing for longer

and being more frequent than anticipated.

Key areas of focus for FY2023

Leaving arrangements for the former

CFO and remuneration of the new CFO

As Shaun, the former CFO, voluntarily

stepped down from Trainline, the Committee

carefully applied the Remuneration Policy to

his leaving arrangements whilst recognising

his significant contribution to Trainline.

Shaun’s unvested share awards, being his

PSP and DSBP awards, lapsed in full and

he was not eligible to receive any FY2023

annual bonus. No payments for loss of

office were made.

When considering appropriate remuneration

structures for Pete Wood, our new CFO,

the Committee considered his strong

prior experience, his extensive knowledge

of Trainline’s business and also similar

arrangements at other technology

businesses. As a result, the Committee

agreed that Pete’s base salary should be

£400,000, in line with that of his predecessor,

and that Pete’s pension contribution would

decrease to 5.5% on appointment to match

that of the wider workforce. Pete’s maximum

annual bonus opportunity in FY2023 was

150% of base salary pro-rated for the period

from his appointment as CFO to the end of

the financial year.

Pete received an enhanced PSP award in line

with the all-employee awards granted in early

FY2023, prior to Shaun informing the Board

of his departure. The Committee also granted

Pete additional PSP awards, first to recognise

his willingness to step up as Interim CFO, and

then an additional PSP award of 100% of base

salary upon his appointment as CFO. In total,

Pete’s FY2023 PSP awards equate to 550% of

his average salary and comprise a core award

of 250% of salary and a kicker award of 300%

of salary, the same percentage of salary as

the former CFO would have received.

Remuneration outcomes for FY2023

Annual bonus financial measure performance

was strong, exceeding the top end of the

stretch performance range, and the CEO

and CFO also performed well against their

non-financial targets. As a result of this

performance the CEO and CFO achieved

89.4% and 86.6% of their respective

FY2023 Annual Bonus total opportunity.

The Committee considered the perspective

of stakeholders when discussing the

outcomes of the FY2023 Annual Bonus and

determined that they were a fair reflection of

the stakeholder experience over the year and

the performance and milestones achieved.

Due to the unprecedented impact of Covid-19

and the additional investments made for

the International growth strategy after the

award was granted, none of the threshold

performance targets for the CEO’s FY2021

PSP joining award were achieved and

therefore the grant resulted in zero payout.

The Committee does not consider this to be

a fair reflection of the performance of the

business under Jody’s leadership, in particular

the strategic progress made and broader

financial performance over the three-year

performance period.

Notwithstanding this, considering investor

sentiment, the Committee did not make any

adjustments to the outcome for Jody, unlike

for other below-Board participants whose

PSP awards were converted to restricted

shares due to the high levels of uncertainty

during the three-year performance period.

The Committee does not believe there is a

critical flight risk but is mindful of the need

to incentivise and reward Jody appropriately

for his contribution and will keep its policy

and approach under review in order

to appropriately balance the need to

pay competitively with the views and

experience of Trainline’s stakeholders.

Our responsibilities

•

Develop the Group’s policy on executive

remuneration and monitor its ongoing

appropriateness

•

Determine the levels of remuneration

for Executive Directors, the Chair and the

Management Team

•

Review employee remuneration and

administer the Group’s share schemes

•

Review workforce remuneration and

related policies

Rakhi Goss-Custard

Chair of the Remuneration Committee

Committee member

Meetings

Rakhi Goss-Custard (Chair)

2/2

Andy Phillipps

3/3

Duncan Tatton-Brown

3/3

Jennifer Duvalier

3/3

Kjersti Wiklund

1/1

Salary increases for Executive Directors

During FY2023, and as stated in last year’s Directors’

Remuneration Report, the Committee undertook a review

of the CEO’s salary in FY2023 and agreed to an increase of

4.9% to £603,438 (FY2022: £575,000). This aligned to the

average increase for the wider workforce for FY2023. Jody

did not receive the Cost of Living bonus which was paid to

the wider workforce during the year, and this was excluded

from the average wider workforce salary increase calculation.

For reference, the average wider workforce salary increase

including the Cost of Living bonus was 7.4%. This increased

salary was also not used for the FY2023 PSP award, which

was instead granted on Jody’s FY2022 salary.

The Committee agreed to review Jody’s and Pete’s salaries as

part of the FY2024 pay review in line with the approach for

other employees. As a result of this review it was determined

that Jody’s salary would increase by 7% to £645,397 in line

with the average increase for the wider workforce for FY2024.

In considering the FY2023 and FY2024 increases, the

Committee took into account Jody’s performance and

contribution to the business since joining in 2020, which

has been exceptional. The Committee was also mindful of

ensuring a competitive remuneration package for Jody,

considering both the UK-listed environment and the wider

market, and taking into account Jody’s highly sought-after

digital skillset and the growing size and complexity of the

business as it expands into Europe.

For Pete, the Committee was mindful that he had recently take

up the CFO role and that the former CFO’s base salary had not

been increased since our IPO. Therefore, a 4% increase, below

the average increase for the wider workforce, to £416,000 for

Pete was considered to be appropriate, taking into account

his experience and the positioning of his package against

the market.

Overall, the Committee believes the salary increases to be

appropriate.

Workforce remuneration and related policies

The Committee is pleased with the actions Management took

during the year to help the wider workforce which included: a

£2,000 cost of living bonus payment to all (excluding the CEO,

CFO and Management Team); Group-wide reviews of salaries

and reward to maintain competitiveness; and offering support

and guidance to help through this challenging period.

Directors’ remuneration report

continued

Remuneration arrangements for FY2024

In accordance with the shareholder-approved Remuneration

Policy, the Committee intends to grant PSP awards to the CEO

and CFO comprising a core award of 250% of salary and an

additional kicker award of 100% of salary. The performance

measures for the kicker award have been set in such a way

that they maintain at least the same level of stretch as the

FY2023 PSP targets after taking into account the reduced

kicker award for FY2024.

The maximum annual bonus opportunity for the CEO and CFO

will continue to be 200% and 150% of base salary respectively

with performance measures based upon a scorecard of

financial and strategic metrics.

Rakhi Goss-Custard

Chair of the Remuneration Committee

4 May 2023

Trainline plc

Annual Report and Accounts 2023

77

Strategic Report

Strategic Report

Governance

Financial Statements

Remuneration at a glance

FY2023 remuneration outcomes

Annual bonus

The annual bonus was based on a mix of financial (weighted 75% of the total) and strategic

(weighted 25%) performance measures. The performance targets and actual performance

are set out below:

Performance targets

Measures

Weighting

(% of total

bonus)

Threshold

Target

Stretch

Actual

FY2023

achievement

Resulting bonus

outcome (% of total

bonus)

Group Net Sales

25%

£3,301m

£3,889m

£4,184m

£4,323.3m

25%

Group Revenue

25%

£246m

£289m

£311m

£327.1m

25%

Group Adjusted EBITDA

1

25%

£57m

£68m

£78m

£86.1m

25%

Total

75%

75% out of 75%

1

See page 138 for the definition of Group Adjusted EBITDA.

Weighting

(% of total bonus)

Resulting bonus outcome

(% of total bonus)

Strategic objectives

25%

Jody Ford

14.4% out of 25%

Pete Wood

11.6% out of 25%

Based on actual outturn as set out above, the CEO and the CFO will receive 89.% and 86.6%

of their maximum bonus, representing 178.7% of salary for the CEO and 129.9% of pro-rated

salary for the CFO. The amounts earned above 100% of salary, representing 78.7% of salary for

the CEO and 29.9% of pro-rated salary for the CFO, will be deferred in shares under the Deferred

Share Bonus Plan.

PSP awards vesting in FY2023

Due to the unprecedented impact of Covid-19 and the additional investments made for the

International growth strategy after the award was granted, none of the threshold performance

targets for the CEO’s FY2021 PSP joining award were achieved and therefore the grant resulted

in zero payout.

Implementation of the Remuneration Policy in FY2024

For FY2024, the Executive Directors will be remunerated as summarised in the table below.

Element of pay

Implementation for FY2024

Base salary

£645,397 for Jody Ford and £416,000 for Pete Wood.

Pension

The CEO’s and CFO’s pension benefits by way of cash allowance, at

c.5.5% of salary, align with the broader workforce.

Benefits

Medical and dental insurance for the Executive Director and their

immediate family, and life assurance are made available to the

Executive Directors.

Annual bonus and DSBP

Awards of up to 200% of salary for CEO and 150% of salary for CFO,

based on the achievement of Group financial targets (weighted 75% of

maximum) and specific and quantifiable strategic objectives (weighted

25%). Awards earned above 100% of salary will be deferred in shares

over two years.

PSP

Awards of 350% of salary based on average Revenue growth,

cumulative EPS and Relative TSR of which 100% of salary is based on

the achievement of stretching performance levels. Performance targets

for the kicker award are set in such a way that they maintain at least

the same level of stretch as the FY2023 PSP targets after taking into

account the reduced kicker award for FY2024 (100% of salary compared

to 300% of salary in FY2023).

Remuneration policy overview

Consistency with the UK

Corporate Governance Code

The Committee is satisfied that the principles of the UK

Corporate Governance Code relating to the design of

remuneration policies and practices have been applied:

Clarity:

we ensure pay for performance and our policy

is designed to be logical and transparent.

Simplicity:

Executive Director remuneration comprises

a regular package including fixed pay, and short and

long-term variable pay.

Risk:

a significant proportion of the Executive Director

remuneration package is subject to the achievement of

performance targets and delivered in shares over the

long-term ensuring the longer-term impact of decisions is

reflected. Shareholding requirements mean that Executive

Directors are exposed to movements in the share price and

therefore help to guard against inappropriate risk-taking.

Malus and clawback provisions also apply.

Predictability:

variable pay is subject to the achievement

of specific and transparent performance targets, with the

potential levels of remuneration receivable at threshold, target

and maximum clearly disclosed. The Committee has the ability

to apply its discretion to ensure variable pay outcomes reflect

underlying corporate health.

Proportionality:

the Executive Director pay mix is similar to

that at comparable companies, with variable pay subject to

the achievement of appropriately stretching performance

targets. The Committee has the ability to apply its discretion

to ensure overall pay outcomes are proportionate to the

Group’s long-term performance.

Alignment to culture:

variable pay captures several

categories of performance, including non-financial objectives,

helping to ensure pay reflects multiple perspectives on

performance, and not just financial outcomes.

This section of the report provides a summary of our Remuneration Policy which was approved by shareholders at the 30 June 2022 AGM.

The full Remuneration Policy is available in our FY2022 Annual Report on the results and report section of our investor relations website.

Executive Directors’ Remuneration Policy table

The summary table below sets out the individual elements of Executive Directors’ remuneration, how each element operates, and the

maximum opportunity and any applicable performance measures.

Element

Purpose and link to strategy

Policy

Salary

To recruit and retain high-calibre

Executive Directors.

Base salaries are determined taking into account a number of factors, including:

the individual’s role, responsibilities, and performance; salary levels at comparable

companies, adjusted to reflect scale; and salary increases for the wider workforce.

Pension

To provide appropriate retirement

plans.

The Executive Directors currently participate in the Company’s pension scheme, and

the Company either makes contributions on their behalf or the Executive Director can

receive a cash allowance.

Benefits

To ensure that the overall package

is competitive.

Benefits include life assurance and private medical and dental insurance. Other benefits

may be provided based on individual circumstances and business requirements.

Annual

Bonus &

Deferred

Share Bonus

Plan (‘DSBP’)

To incentivise and reward the

achievement of annual financial and

non-financial targets, in line with the

Company’s strategic priorities.

To directly align the interests of

Executive Directors and shareholders

and support retention through long-

term deferral in shares.

Performance objectives are reviewed at the beginning of each year to ensure that the

bonus opportunity, performance measures, targets and weightings are appropriate.

The level of pay-out is determined by the Committee after the year end, based on

performance against targets and any additional factors it deems relevant.

Any annual bonus earned above a threshold of 100% of salary will be deferred in shares

for a period of two years.

The maximum bonus opportunity is 200% of salary.

Performance

Share Plan

(‘PSP’)

To incentivise and reward the

delivery of long-term shareholder

value and the achievement of long-

term financial targets.

Awards are made annually, with vesting dependent on the achievement of performance

conditions. Performance conditions are reviewed prior to grant to ensure that the award

level, performance measures, targets and weightings are appropriate. Awards normally

vest based on performance measured over a minimum of three years.

The level of vesting is determined by the Committee after the performance period, based

on the degree to which the performance conditions have been met. In adjudicating the

final vesting outcome, the Committee will also consider the underlying performance of the

business, as well as the value created for shareholders. A two-year holding period will apply

to vested PSP awards during which vested shares may not be sold save to cover tax liabilities.

The maximum annual award level is up to 350% of salary for FY2024 and FY2025,

comprising a core award of up to 250% of salary and an additional kicker award of 100%

of salary linked to stretching performance.

Share

Incentive

Plan (‘SIP’)

To encourage employee share

ownership and further support

shareholder alignment.

The Company operates an HMRC-approved plan that provides all employees with a

tax-efficient way of purchasing Partnership Shares and allows the grant of Free and/or

Matching Shares. Executive Directors are entitled to participate in the SIP on the same

terms as other employees.

Trainline plc

79

Governance

Role and responsibilities of the Remuneration Committee

Detailed responsibilities are set out in the Committee’s terms of reference, which may be found at:

www.trainlinegroup.com/investors. The Committee currently consists of four independent Non-

executive Directors. The Committee invites other individuals such as the Chair of the Board, Chief

Executive Officer, Chief Financial Officer, Chief People Officer and external consultants to attend

its meetings when appropriate. No Director takes any part in any decision affecting his or her own

remuneration. Rakhi served on the remuneration committees of other FTSE listed companies for more

than twelve months prior to her appointment as Chair of the Committee.

Advisers

Deloitte LLP (‘Deloitte’) were appointed to replace Ellason LLP (‘Ellason’) as advisers to the Committee

during FY2023. Deloitte also provide internal audit co-source services to the Group. Advisers are

appointed by the Committee following a comprehensive tender process of leading remuneration

committee advisers. Deloitte, and Ellason until their replacement, attend Committee meetings,

report directly to the Committee Chair, and are a signatory and adhere to the Code of Conduct for

Remuneration Consultants (which can be found at www.remunerationconsultantsgroup.com). The

Committee is satisfied that the advice provided by Deloitte, and Ellason until their replacement, is

objective and independent and there are no conflicts of interest. Deloitte was paid fees of £22,400

and Ellason was paid £57,745 for their services to the Committee during the year, excluding expenses

and VAT, in accordance with their respective letters of engagement. Fees are charged on a time and

materials basis.

Consideration of wider employee views and shareholders

In reviewing remuneration outcomes for FY2023, the Committee has taken into account the internal

context, including the remuneration arrangements that apply for other employee groups, recent

developments in the UK governance landscape for executive remuneration, and the views of our

shareholders. The Committee is dedicated to ensuring open dialogue with shareholders in relation to

remuneration, as part of which the Chair of the Committee met with our largest shareholders during

FY2023. The Committee members actively engage with the wider workforce on a variety of issues,

including on pay and its alignment, and carefully consider the wider workforce experience when

making decisions around senior executive pay. Updates are provided to the Committee on the Group’s

reward objectives, relevant external measures such as benchmark data and the sentiment of the wider

workforce. The Committee is mindful of the impact of the rising cost of living on Trainline’s workforce

and customers.

Annual report on remuneration

The following section sets out our Annual Report on Remuneration and outlines decisions made by the Committee in relation to Directors’

remuneration in respect of FY2023 and how the Committee intends to apply the Remuneration Policy in FY2024. The Directors’ Remuneration

Report, other than page 79, will be subject to an advisory shareholder vote at the AGM to be held on 29 June 2023. Where information has been

audited, this has been stated. All other information in this report is unaudited.

Remuneration arrangements throughout the Group

Remuneration arrangements throughout the Group are based on the same high-level remuneration

principles as for the Executive Directors. Annual salary reviews take into account personal performance,

Group performance, local pay and market conditions, and salary levels for similar roles in comparable

companies.

Mid-level staff are also eligible to participate in annual bonus schemes; opportunities and performance

measures vary by organisational level, and an individual’s role. Senior executives are eligible for annual

PSP awards on similar terms to the Executive Directors, although award opportunities are lower and vary

by organisational level; other staff are eligible to participate in a restricted stock plan. All UK employees

are eligible to participate in the Share Incentive Plan on identical terms and we also offer similar all-

employee share plans to overseas colleagues. During FY2023, all-employee share awards were granted to

motivate and incentivise the wider workforce to achieve Trainline’s long-term growth targets.

The Committee is pleased with the actions Management took during the year to help the wider workforce

which included: a £2,000 cost of living bonus payment to all (excluding the CEO, CFO and Management

Team); Group-wide reviews of salaries and reward to maintain competitiveness; and offering support and

guidance to help through this challenging period.

Shareholder voting

The table below sets out the voting outcome for the Directors’ Remuneration Report and the

Remuneration Policy at the 2022 AGM.

Votes for

Votes against

Votes withheld

No. of shares (m)

Percentage

No. of shares (m)

Percentage

No. of shares (m)

Remuneration Report

445.9

99.1%

4.1

0.9%

0.0

Remuneration Policy

354.4

82.1%

77.5

17.9%

18.1

The Committee wishes to thank shareholders for their support in approving the Directors’ Remuneration

Policy at the 2022 AGM. The Committee spent considerable time reviewing Trainline’s remuneration

structure, and strongly believes that the new framework will help Trainline to attract and retain talent in

what is an extremely competitive sector, and will motivate the Executive Directors to deliver exceptional

performance for the benefit of shareholders and other stakeholders.

Trainline plc

Annual Report and Accounts 2023

80

Strategic Report

Governance

Financial Statements

Strategic Report

Governance

Financial Statements

Implementation of the Remuneration Policy in FY2023

Single figure of total remuneration for Executive Directors (Audited)

The single figure of total remuneration for Executive Directors in FY2023 and FY2022 was:

Financial

year

Salary

(000)

Pension

(000)

Benefits

(000)

Total

fixed

(000)

Annual

bonus

(000)

PSP

(000)

Total

variable

(000)

Total

remuneration

(000)

Jody

Ford

FY2023

£601

£33

£3

£637

£1,078

£0

1

£1,078

£1,715

FY2022

£575

£32

£3

£609

£959

£0

2

£959

£1,568

Pete

Wood

3

FY2023

£84

£5

£0

£89

£107

£0

2

£107

£196

Shaun

McCabe

4

FY2023

£217

£23

£1

£241

£0

£0

2