TRANSACTION CAPITAL LIMITED - Results of the General Meeting of Shareholders

Results of the General Meeting of Shareholders

Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital” or “TCP”)


RESULTS OF THE GENER AL MEETING OF SHAREHOLDERS

Shareholders of Transaction Capital (“Shareholders”) are referred to the terms announcement released on the Stock Exchange News Service ("SENS") of the
JSE Limited on Thursday, 1 September 2016 and the distribution of circular incorporating notice of general meeting announcement released on SENS on
Wednesday, 21 September 2016.

Shareholders are advised that at a general meeting of Shareholders that was held at 09:00 on Thursday, 20 October 2016 (“General Meeting”), all of the
resolutions tabled thereat were passed by the requisite majority of votes cast by Shareholders present in person or represented by proxy.

As at Friday, 14 October 2016, being the Voting Record Date, Transaction Capital had 571 850 243 ordinary shares in issue. Total number of issued ordinary
shares in the capital of Transaction Capital which were present/ represented at the General Meeting is 496 479 395 (being 86.8% of the total issued share
capital).

The details of the results of the General Meeting are as follows:

 RESOLUTIONS SET          SHARES          NUMBER       EXERCISED                      FOR                                 AGAINST                   ABSTAINED
OUT IN THE NOTICE       ELIGIBLE TO     OF SHARES      VOTES AS A          #         As a % of   As a % of       #        As a % of   As a % of     #       As a %
    OF GENERAL              VOTE           VOTED           % OF                      shares in     votes                  shares in    votes                  of
       MEETING                                          SHARES IN                      issue     exercised                  issue     exercised             shares
                                                          ISSUE                                                                                             in issue
Special Resolution       325 228 064     249 676 981       43.7%      222 156 194     38.9%        89.0%     27 520 787     4.8%       11.0%      180 235    0.0%
Number 1
Specific authority to
issue shares for cash
                                                                
Special Resolution        325 228 064   249 676 981   43.7%   222 156 194   38.9%   89.0%   27 520 787   4.8%   11.0%    180 235     0.0%
Number 2
Authority to issue
shares in terms of
section 41(1) of the
Companies Act, 2008
(Act 71 of 2008), as
amended

Special Resolution        325 228 064   249 676 981   43.7%   222 588 422   38.9%   89.2%   27 088 559   4.8%   10.8%    180 235     0.0%
Number 3
Authority for financial
assistance for the
purpose of, or in
connection with, the
purchase and
subscription of TCP
shares in terms of the
Transaction

Special Resolution        571 850 243   485 104 744   84.8%   466 358 669   81.5%   96.1%   18 746 075   3.3%   3.9%    11 374 651   2.0%
Number 4
Adoption of the TCP
Conditional Share Plan

Ordinary Resolution       325 228 064   249 676 981   43.7%   221 914 137   38.8%   88.9%   27 762 844   4.9%   11.1%    180 235     0.0%
Number 1
Waiver of mandatory
offer

Ordinary Resolution       325 228 064   249 676 981   43.7%   222 588 422   38.9%   89.2%   27 088 559   4.8%   10.8%    180 235     0.0%
Number 2
Authority to execute
requisite documents
required to implement
the Transaction
                                                                             
Ordinary Resolution     571 850 243       485 104 744    84.8%      466 358 669     81.5%       96.1%      18 746 075      3.3%       3.9%      11 374 651   2.0%
Number 3
Authority to execute
requisite documents
required to implement
the TCP Conditional
Share Plan

Shareholders are advised that an exemption application will be submitted to the Takeover Regulation Panel (“TRP”) on Friday, 21 October 2016 to obtain the
TRP Waiver Ruling. Once the TRP Waiver Ruling is obtained from the TRP, Transaction Capital will then release a SENS announcement advising Shareholders
of the TRP Waiver Ruling and informing Shareholders that they may request the Takeover Special Committee to review the TRP Waiver Ruling within 5 business
days of such announcement.

Shareholders are also advised that approval for the implementation of the Transaction was granted by the Competition Authorities without any conditions.

Dunkeld West
20 October 2016

Enquiries:
Phillipe Welthagen - Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
Deutsche Securities (SA) Proprietary Limited

Date: 20/10/2016 01:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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