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

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

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, 9 March 2023 (“Annual General Meeting”), 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
576 599 719 ordinary shares, representing 75.97% of Transaction Capital’s issued share capital of 759 032 637
ordinary shares as at Friday, 3 March 2023, being the Voting Record Date.

Shareholders are advised that the Audited Financial Statements are available on the Transaction Capital website.
The Social and Ethics Committee report is included on page 12 of the Audited Financial Statements.

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                   91.90%            8.10%            576 414 547               75.94%                     0.02%
 Re-election of a director
       C Seabrooke
 Ordinary Resolution Number 2                   99.83%             0.17%           576 414 547               75.94%                      0.02%
 Re-election of a director
        B Hanise
 Ordinary Resolution Number 3                   97.82%             2.18%           576 414 547               75.94%                      0.02%
 Re-election of a director
        I Kirk
 Ordinary Resolution Number 4                   98.82%             1.18%           576 414 547               75.94%                      0.02%
 Re-election of a director
        D Radley
 Ordinary Resolution Number 5                   99.02%             0.98%           576 414 547               75.94%                      0.02%
 Appointment of members of audit
 committee
      D Radley
 Ordinary Resolution Number 6                    99.83%            0.17%           576 414 547               75.94%                      0.02%
 Appointment of members of audit
 committee
      B Hanise
 Ordinary Resolution Number 7                    99.77%            0.23%           576 414 547               75.94%                      0.02%
 Appointment of members of audit
 committee
       S Kana
  Ordinary Resolution Number 8                   76.66%           23.34%           576 413 587               75.94%                      0.02%
  Appointment of members of audit
  committee
        C Seabrooke
  Ordinary Resolution Number 9                   53.30%           46.70%           576 416 147               75.94%                      0.02%
  Appointment of auditors

         Deloitte & Touche
  Ordinary Resolution Number 10                  88.59%           11.41%           547 984 915               72.20%                      3.77%
  Non-binding advisory vote on
  Remuneration policy
  Ordinary Resolution Number 11                  88.61%           11.39%           546 779 829               72.04%                      3.93%
  Non-binding advisory vote on
  remuneration implementation
  report
  Ordinary Resolution Number 12                  80.40%           19.60%           576 413 587               75.94%                      0.02%
  Issue of securities for acquisitions in
  circumstances other than those
  covered by special resolution number
  5
  Ordinary Resolution Number 13                  100.00%           0.00%           576 415 187               75.94%                      0.02%
  Authority to act
  Special Resolution Number 1                    99.91%            0.09%           576 414 487               75.94%                      0.02%
  Approval of non-executive directors’
  and committee members’ fees
  Special Resolution Number 2                    96.48%            3.52%           576 413 587               75.94%                      0.02%
  Authority to provide financial
  assistance in terms of section 44 of
  the Companies Act
  Special Resolution Number 3                    96.48%            3.52%           576 413 587               75.94%                      0.02%
  Authority to provide financial
  assistance in terms of section 45 of
  the Companies Act
  Special Resolution Number 4                    98.09%            1.91%           576 415 187               75.94%                      0.02%
  Annual general authority to
  repurchase securities
  Special Resolution Number 5                    79.83%           20.17%           576 412 337               75.94%                      0.02%
  Annual general authority to allot and
  issue authorised but unissued
  securities for cash

*Expressed as a percentage of a total of 759 032 637 ordinary shares in issue as at Friday,3 March 2023, being the Voting Record Date.

Rosebank
9 March 2023

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: 09-03-2023 05:42:00
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