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Results of the Annual General Meeting of Shareholders
Transaction Capital Limited TransCapital Investments Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06 (Registration No. 2016/130129/06)
JSE share code: TCP Bond Company code: TCII
ISIN: ZAE000167391
(“Transaction Capital” or the “Company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Shareholders of Transaction Capital Limited (“Transaction Capital”) are advised that at the annual general
meeting of shareholders held on Friday 5 March 2021 (“Annual General Meeting”), in terms of the notice of
Annual General Meeting distributed to shareholders on Tuesday, 19 January 2021, all of the resolutions tabled
were passed by the requisite majority of votes cast by shareholders represented in person or by proxy.
The total number of voteable shares represented in person or by proxy at the Annual General Meeting was 533
071 457 ordinary shares, representing 79.04% of Transaction Capital’s issued share capital of 674 398 368
ordinary shares as at Friday, 26 February 2021, being the Voting Record Date.
Shareholders are advised that the Audited Financial Statements are available on the Transaction Capital website.
The Social and Ethics report is included on page 10 of the Audited Financial Statements. The statement by the
Group Chief Executive Officer was released on SENS on 4 March 2021, ahead of the Annual General Meeting.
The results of the Annual General Meeting are as follows:
RESOLUTIONS AS SET OUT IN THE VOTES CAST DISCLOSED NUMBER OF SHARES VOTED SHARES ABSTAINED
NOTICE OF GENERAL MEETING AS A PERCENTAGE IN SHARES VOTED DISCLOSED AS A DISCLOSED AS A
RELATION TO THE TOTAL PERCENTAGE IN PERCENTAGE IN
NUMBER OF SHARES RELATION TO RELATION TO THE
VOTED AT THE MEETING THE TOTAL TOTAL ISSUED
ISSUED SHARES* SHARES*
FOR AGAINST
Ordinary Resolution Number 1 90.46% 9.54% 519 709 559 77.06% 1.98%
Re-election of a director
C Seabrooke
Ordinary Resolution Number 2 99.15% 0.85% 532 725 200 78.99% 0.05%
Re-election of a director
B Hanise
Ordinary Resolution Number 3 92.54% 7.46% 532 470 043 78.95% 0.09%
Re-election of a director
D Radley
Ordinary Resolution Number 4 98.80% 1.20% 532 470 043 78.95% 0.09%
Re-election of a director
M Mendelowitz
Ordinary Resolution Number 5 100.00% 0.00% 532 725 200 78.99% 0.05%
Election of a director
S Wapnick
Ordinary Resolution Number 6 99.99% 0.01% 532 725 200 78.99% 0.05%
Election of a director
I Kirk
Ordinary Resolution Number 7 99.90% 0.10% 532 725 200 78.99% 0.05%
Election of a director
S Kana
Ordinary Resolution Number 8 91.81% 8.19% 532 724 750 78.99% 0.05%
Appointment of members of audit,
risk and compliance committee
D Radley
Ordinary Resolution Number 9 99.11% 0.89% 532 724 750 78.99% 0.05%
Appointment of members of audit,
risk and compliance committee
B Hanise
Ordinary Resolution Number 10 99.99% 0.01% 532 724 750 78.99% 0.05%
Appointment of members of audit,
risk and compliance committee
I Kirk
Ordinary Resolution Number 11 99.79% 0.21% 532 724 750 78.99% 0.05%
Appointment of members of audit,
risk and compliance committee
S Kana
Ordinary Resolution Number 12 78.28% 21.72% 532 729 348 78.99% 0.05%
Appointment of auditors
Deloitte & Touche
Ordinary Resolution Number 13 96.10% 3.90% 532 724 340 78.99% 0.05%
Non-binding advisory vote on
remuneration
Ordinary Resolution Number 14 81.72% 18.28% 531 451 846 78.80% 0.24%
Non-binding advisory vote on
remuneration implementation policy
Ordinary Resolution Number 15 99.18% 0.82% 532 724 350 78.99% 0.05%
Issue of securities for acquisitions in
circumstances other than those
covered by special resolution number
6
Ordinary Resolution Number 16 100.00% 0.00% 532 725 950 78.99% 0.05%
Authority to act
Special Resolution Number 1 99.39% 0.61% 532 724 750 78.99% 0.05%
Amendments to the memorandum of
incorporation
Special Resolution Number 2 100.00% 0.00% 532 724 740 78.99% 0.05%
Approval of non-executive directors’
and committee members’ fees
Special Resolution Number 3 97.41% 2.59% 532 724 750 78.99% 0.05%
Authority to provide financial
assistance in terms of section 45 of
the companies act **
Special Resolution Number 4 87.05% 12.95% 532 724 750 78.99% 0.05%
Authority to provide financial
assistance in terms of section 44 of
the companies act
Special Resolution Number 5 99.13% 0.87% 532 727 948 78.99% 0.05%
Annual general authority to
repurchase securities
Special Resolution Number 6 97.47% 2.53% 532 727 748 78.99% 0.05%
Annual general authority to allot and
issue authorised but unissued
securities for cash
*Expressed as a percentage of a total of 674 398 368 ordinary shares in issue as at Friday, 26 February 2021, being the Voting Record Date.
**The Board has resolved to implement the Authority to Provide Financial Assistance in terms of Section 45 of the Companies Act, 2008, on
the basis that the R12billion referred to in Special Resolution Number 3 is a cumulative, additive limit over the period and not an absolute
indebtedness at any one time.
Hyde Park
5 March 2021
Enquiries: Sharon Nayger - Company Secretary
Telephone: +27 (0) 82 904 0654
JSE Equity Sponsor: INVESTEC BANK LIMITED
JSE Debt Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 05-03-2021 03:16:00
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