TRANSACTION CAPITAL LIMITED - Notice of General Meeting

Notice of General Meeting

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

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

1. Introduction

   Shareholders of Transaction Capital (“Shareholders”) are advised that a circular
   (“the Circular”) has been posted to Shareholders today relating to:

   -  an increase in the authorised share capital of the Company, by the creation of
      10 000 000 (ten million) cumulative, non-participating, non-convertible
      Preference Shares of no par value (“the Preference Shares”);
   -  amendments to the Company's Memorandum of Incorporation to incorporate the
      rights, restrictions and privileges attaching to the Preference Shares; and
   -  a general authority for the issue of up to 10 000 000 (ten million) of the
      Preference Shares over a maximum period of 18 months.

   The Circular furthermore includes a notice of a general meeting of Shareholders
   (“the General Meeting”) which will be held at 10:00 on Monday, 14 January 2013 at
   the registered office of the Company being First Floor, Transaction Capital House,
   Sandhavon Office Park, 14 Pongola Crescent, Eastgate Extension 17, Sandton,
   2199 (“the Registered Office”) to consider and, if deemed fit, to pass, with or without
   modification, the proposed ordinary and special resolutions.

   The salient dates and times relating to the General Meeting are set out in paragraph
   3 below.

2. Rationale

   Transaction Capital is considering raising additional capital for future investment
   purposes. The proposed new class of capital will:

    - be cost-efficient permanent capital;
    - further strengthen the Company's existing capital base; and
    - be non-dilutionary for Ordinary Shareholders.

   Accordingly, Shareholder approval will be sought at the General Meeting for the
   ordinary and special resolutions for the creation of the Preference Shares thereby
   enabling the Company to proceed with a capital raising program. This will be
   effected in one or more tranches over a period which is unlikely to exceed 18
   months.
   .
3. Salient dates and times

   The salient dates and times relating to the General Meeting are as follows:

                                                                             2012/2013
                                                                          Thursday, 27
       Last day to trade to vote at the General Meeting                      December
       Record date to vote at the General Meeting                     Friday, 4 January
       Last day for receipt of form of proxy for the General
       Meeting by the transfer secretaries or at the Registered
       Office by 10:00 on                                           Friday, 11 January
       General Meeting to be held at 10:00 on                      Monday, 14 January
       Results of the General Meeting released on the Stock
       Exchange News Service (“SENS”) on                           Monday, 14 January
       Results of the General Meeting published in the South
       African press on                                            Tuesday, 15 January

   Notes:

   1. The above dates and times are subject to change. Any material changes will be
      released on SENS and published in the South African press.
   2. Any reference to time is a reference to South African time.
   3. If any form of proxy is not delivered timeously, it may be handed to the chairman
      of the General Meeting at any time before the proxy exercises any rights of the
      Shareholder at the General Meeting.


Sandton
30 November 2012

Transaction Sponsor
The Standard Bank of South Africa Limited

Sponsor
Deutsche Bank

Legal Advisers
Edward Nathan Sonnenbergs Inc.

Date: 30/11/2012 01:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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