TRANSACTION CAPITAL LIMITED - Results of the Annual General Meeting of Shareholders

Results of the Annual 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”)


RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Shareholders of Transaction Capital are advised that at the annual general meeting of shareholders
held on Thursday, 2 March 2017 (“Annual General Meeting”), in terms of the notice of Annual
General Meeting distributed to shareholders on Tuesday, 24 January 2017, all of the resolutions
tabled were passed by the requisite majority of votes cast by shareholders present in person or
represented by proxy.

The total number of voteable shares represented in person or by proxy at the Annual General
Meeting was 517 442 886 shares, representing 84.90% of Transaction Capital’s issued share capital
of 609 456 734 ordinary shares as at Friday, 24 February 2017, being the Voting Record Date.

Shareholders are advised that the results of the Annual General Meeting are as follows:

                                                    TOTAL SHARES VOTED                     SHARES
                                                                                          ABSTAINED
RESOLUTIONS AS SET OUT IN THE
NOTICE OF ANNUAL GENERAL                  FOR       AGAINST      NUMBER          %*          %*
MEETING DATED 24 JANUARY 2017             (%)         (%)
Ordinary Resolution Number 1
Re-election of director
    J Jawno                              92.25%      7.75%      517 432 354   84.90%       0.002%
Ordinary Resolution Number 2
Re-election of director
    P Langeni                            99.98%      0.02%      517 432 354   84.90%       0.002%
Ordinary Resolution Number 3
Re-election of director
    R Rossi                              98.70%      1.30%      517 432 354   84.90%       0.002%
Ordinary Resolution Number 4
Election of director
    M Kgosana                            99.98%      0.02%      517 432 354   84.90%       0.002%
Ordinary Resolution Number 5
Election of director
    K Pillay                              100%         0%       517 432 354   84.90%       0.002%
Ordinary Resolution Number 6
Election of director
    R Goldstein                          97.67%      2.33%      517 432 354   84.90%       0.002%
Ordinary Resolution Number 7
Appointment of members of audit,
risk and compliance committee
     M Kgosana                           98.03%      1.97%     517 432 354    84.90%      0.002%
Ordinary Resolution Number 8
Appointment of members of audit,
risk and compliance committee
     P Langeni                           98.03%      1.97%     517 432 354    84.90%      0.002%
Ordinary Resolution Number 9
Appointment of members of audit,
risk and compliance committee
     C Seabrooke                         97.42%      2.58%     517 432 354    84.90%      0.002%
Ordinary Resolution Number 10
Appointment of auditors                   100%        0%       517 432 354    84.90%      0.002%
Ordinary Resolution Number 11
Non-binding advisory vote on
remuneration policy                      94.20%      5.80%     513 078 354    84.19%       0.72%
Ordinary Resolution Number 12
Issue of securities for acquisitions     99.30%      0.70%     517 432 354    84.90%      0.002%
Ordinary Resolution Number 13
Authority to act                          100%        0%       517 429 454    84.90%      0.002%
Special Resolution Number 1**
Approval of non-executive directors’
and committee members’ fees              86.10%     13.90%     517 425 454    84.90%      0.003%
Special Resolution Number 2***
Authority to provide financial
assistance in terms of section 45 of
the Companies Act                        99.91%      0.09%     517 432 354    84.90%      0.002%
Special Resolution Number 3
Authority to provide financial
assistance in terms of section 44 of
the Companies Act                        99.17%      0.83%     517 432 354    84.90%      0.002%
Special Resolution Number 4
General authority to repurchase
securities                               98.26%      1.74%     517 432 354    84.90%      0.002%
Special Resolution Number 5
General authority to allot and issue
authorised but unissued securities for
cash                                     95.71%      4.29%     517 432 354    84.90%      0.002%

*Expressed as a percentage of a total of 609 456 734 Transaction Capital ordinary shares in issue as
at Friday, 24 February 2017, being the Voting Record Date.
**According to the authority conferred on the Chairman of the Annual General Meeting, Special
Resolution Number 1 was modified to read “The following annual fees, exclusive of value added tax,
shall be paid to non-executive directors of the company for their services…”.
***Shareholders are hereby notified in terms of section 45(5) of the Companies Act that the board
has passed a corresponding resolution in relation to Special Resolution Number 2.


Dunkeld West
2 March 2017

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

Sponsor:
Deutsche Securities (SA) Proprietary Limited

Date: 02/03/2017 01:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.