TRANSACTION CAPITAL LIMITED - Dealings in Securities by Associates of Directors and Notice of Change in Beneficial Interest in Transaction Capital

Dealings in Securities by Associates of Directors and Notice of Change in Beneficial Interest in Transaction Capital

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 Number: 2016/130129/06      
JSE share code: TCP                                           Bond company code: TCII                 
ISIN: ZAE000167391                                            LEI NUMBER: 378900AA31160C6B8195                 
("Transaction Capital" or "the Company")

DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS AND NOTICE OF CHANGE IN BENEFICIAL INTEREST IN TRANSACTION CAPITAL

The families of Jonathan Jawno, Michael Mendelowitz and Roberto Rossi, the three founders of Transaction
Capital ("the Founders"), are undertaking a process to rearrange the ownership of their indirect interest in
Transaction Capital, but with no change in their respective absolute holding in the Company. In compliance
with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information is disclosed:

Name of directors                  Jonathan Michael Jawno; Michael Paul Mendelowitz; Roberto Rossi

Date transaction was agreed        22 February 2024

Class of securities                Ordinary shares

Number of securities               110 500 000

Price per share                    R9.19

Total Value                        R1 015 495 000

Clearance obtained                 Yes

Nature of transaction              Off market restructure by way of a sale of ordinary shares by Pilatucom
                                   Holdings Limited ("Pilatucom") to its parent companies, being Rigicom
                                   Holdings Limited, Neuheim Holdings Limited and Neranga Holdings
                                   Limited ('the parent companies"), in equal one third proportions.

                                   As previously disclosed, these shares have been and continue to be
                                   pledged with an institutional lender against a general finance facility
                                   related to the Founders.

Associate relationship             Pilatucom is a joint associate of the Founders. In addition, the parent
                                   companies are wholly owned by the family trusts of the Founders who
                                   are contingent discretionary beneficiaries.

Nature of interest in respect      Indirect, non-beneficial
of the directors

Nature of interest in respect      Indirect, beneficial
of the Associates

Change of beneficial interests

As a result of the above, and in accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (as
amended) ("the Act"), and paragraph 3.83(b) of the JSE Limited Listings Requirements, shareholders are
hereby advised that the Company has received formal notification of the following changes of beneficial
interests in the Company:

1. Pilatucom Holdings Limited has disposed of its entire 14.09% interest in the Company; and
2. Rigicom Holdings Limited, Neuheim Holdings Limited and Neranga Holdings Limited (the parent
   companies of Pilatucom Holdings Limited) have each acquired a direct beneficial interest in the Company
   such that they each own 4.69% of the issued ordinary share capital of the Company.

As required in terms of section 122(3)(a) of the Act, the Company has filed the required notices with the
Takeover Regulation Panel and to the best of its knowledge and belief, the information supplied by Pilatucom
Holdings Limited is complete and consistent.

The board of directors accepts responsibility for the information contained in this announcement, and to the
best of their knowledge and belief, that information is true, and this announcement does not omit anything
likely to affect the importance of the information included.

Sandton
22 February 2024

Enquiries:
Lisa Lill – Company Secretary
Email: lisal@transactioncapital.co.za

Sponsors:
Equity Sponsor: Investec Bank Limited
Debt Sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 22-02-2024 04:45:00
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