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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”)
RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Shareholders of Transaction Capital are advised that at the annual general meeting of shareholders
held on Wednesday, 11 March 2020 (“Annual General Meeting”), in terms of the notice of Annual
General Meeting distributed to shareholders on Tuesday, 21 January 2020, 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 450 629 405 shares, representing 73.45% of Transaction Capital’s issued share capital of
613 486 932 ordinary shares as at Friday, 6 March 2020, being the Voting Record Date.
Shareholders are advised that the results of the Annual General Meeting are as follows:
RESOLUTIONS AS SET OUT IN THE TOTAL SHARES VOTED SHARES
NOTICE OF ANNUAL GENERAL ABSTAINED
MEETING
FOR AGAINST NUMBER %* %*
(%) (%)
Ordinary Resolution Number 1
Re-election of director
M Herskovits 91.06 8.94 450 265 506 73.39 0.06
Ordinary Resolution Number 2
Re-election of director
D Hurwitz 99.34 0.66 450 265 506 73.39 0.06
Ordinary Resolution Number 3
Re-election of director
J Jawno 99.37 0.63 450 265 506 73.39 0.06
Ordinary Resolution Number 4
Re-election of director
P Langeni 89.33 10.67 450 190 506 73.38 0.07
Ordinary Resolution Number 5
Election of director
S Doherty 99.37 0.63 450 265 506 73.39 0.06
Ordinary Resolution Number 6
Appointment of members of audit,
risk and compliance committee
D Radley 91.59 8.41 450 265 506 73.39 0.06
RESOLUTIONS AS SET OUT IN THE TOTAL SHARES VOTED SHARES
NOTICE OF ANNUAL GENERAL ABSTAINED
MEETING
FOR AGAINST NUMBER %* %*
(%) (%)
Ordinary Resolution Number 7
Appointment of members of audit,
risk and compliance committee
P Langeni 88.52 11.48 450 265 506 73.39 0.06
Ordinary Resolution Number 8
Appointment of members of audit,
risk and compliance committee
C Seabrooke 75.26 24.74 450 265 506 73.39 0.06
Ordinary Resolution Number 9
Appointment of members of audit,
risk and compliance committee
B Hanise 100.00 0.00 450 265 506 73.39 0.06
Ordinary Resolution Number 10**
Appointment of Deloitte & Touche
as auditors 75.10 24.90 449 222 974 73.22 0.23
Ordinary Resolution Number 11
Non-binding advisory vote on
remuneration policy 83.08 16.92 450 168 028 73.38 0.08
Ordinary Resolution Number 12
Non-binding advisory vote on
remuneration implementation
report 83.92 16.08 450 166 428 73.38 0.08
Ordinary Resolution Number 13
Issue of securities for acquisitions in
circumstances other than those
covered by special resolution 5 99.07 0.93 450 243 506 73.39 0.06
Ordinary Resolution Number 14
Authority to act 100.00 0.00 450 265 106 73.39 0.06
Ordinary Resolution Number 15
Amendment of the Transaction
Capital Limited Conditional Share
Plan 100.00 0.00 450 243 106 73.39 0.06
Special Resolution Number 1
Approval of non-executive
directors’ and committee members’
fees 100.00 0.00 450 241 028 73.39 0.06
Special Resolution Number 2
Approval of lead independent non-
executive director’s fees
100.00 0.00 450 241 028 73.39 0.06
RESOLUTIONS AS SET OUT IN THE TOTAL SHARES VOTED SHARES
NOTICE OF ANNUAL GENERAL ABSTAINED
MEETING
FOR AGAINST NUMBER %* %*
(%) (%)
Special Resolution Number 3
Authority to provide financial
assistance in terms of section 45 of
the Companies Act 99.16 0.84 450 263 028 73.39 0.06
Special Resolution Number 4
Authority to provide financial
assistance in terms of section 44 of
the Companies Act 100.00 0.00 450 263 028 73.39 0.06
Special Resolution Number 5
General authority to repurchase
securities 97.80 2.20 450 249 609 73.39 0.06
Special Resolution Number 6
General authority to allot and issue
authorised but unissued securities
for cash 94.82 5.18 450 263 028 73.39 0.06
* Expressed as a percentage of a total of 613 486 932 Transaction Capital ordinary shares in issue as
at Friday, 6 March 2020, being the Voting Record Date.
** Shareholders are advised that Ordinary Resolution Number 10 has been modified to replace
Mr P Stedall with Mr S Munro as the individual auditor classified as the designated auditor following
Mr P Stedall’s resignation from Deloitte & Touche.
Dunkeld West
11 March 2020
Enquiries:
Morne Kok
Investor Relations
Telephone: +27 (0) 11 049 6700
Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)
3
Date: 11-03-2020 12:46:00
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