Results of General Meeting TRANSACTION CAPITAL LIMITED Bayport Management Limited (Incorporated in the Republic of South Africa) (Incorporated in Mauritius) (Registration No. 2002/031730/06) (Registration No. 54787 C1/GBL) ISIN: ZAE00167391 (“BML”) JSE share code: TCP ("Transaction Capital" or the "Company") RESULTS OF GENERAL MEETING: THE ACQUISITION OF BAYPORT FINANCIAL SERVICES 2010 PROPRIETARY LIMITED (“BFS”) AND ZENTHYME INVESTMENTS PROPRIETARY LIMITED (“ZENTHYME”) BY BAYPORT MANAGEMENT LIMITED (“BML”), A COMPANY INCORPORATED IN MAURITIUS AND LISTED ON THE STOCK EXCHANGE OF MAURITIUS 1 Transaction Capital shareholders are referred to the announcement on the Stock Exchange News Service of the JSE Limited on 23 October 2013 and in the press on 24 October 2013, wherein shareholders were advised, inter alia, that the Company had entered into – 1.1 a sale of shares agreement (the “Minority Buy-Out Agreement”) with the Trustees of the Stuart Stone Family Trust, Grant Kurland, Martin Freeman, Justin Chola and Suganthran Govender (collectively the “Minorities”), BFS and Zenthyme in terms of which agreement Transaction Capital will acquire from the Minorities all the issued shares in BFS and Zenthyme held by the Minorities; and 1.2 an agreement (“Agreement”) with BFS, Zenthyme and BML, pursuant to and in terms of which BFS and Zenthyme will, subject to the fulfilment or waiver of the conditions precedent specified in the Agreement ("Conditions Precedent"), and after implementation of the Minority Buy-Out Agreement, become wholly owned subsidiaries of BML, (collectively the "Proposed Transaction"). 2 Shareholders are advised that, at the general meeting of the Company held today, 13 December 2013, the ordinary resolutions relating to the proposed category 1 transaction and related party transaction arising from the Proposed Transaction, were approved by the requisite majorities. 3 The Proposed Transaction remains subject to the fulfilment or waiver of the following Conditions Precedent:- 3.1 the agreement concluded by BML to raise funds to enable it to discharge the consideration to be paid by it under the Agreement becomes unconditional in accordance with its terms and statutory approvals required to implement that agreement is obtained; 3.2 there will be no material adverse change as notified either by Transaction Capital or BML (as the case may be) between the signature date of the Agreement and three business days before the Effective Date (being the last day of the month during which the Conditions Precedent (other than the material adverse change condition envisaged herein) are fulfilled or waived, as the case may be). 4 In addition, if the Proposed Transaction is not implemented in accordance with the terms of the Agreement by the later of 31 March 2014 and the final determination of any dispute as to whether a material adverse change has occurred, then unless otherwise agreed by the parties to the Agreement, the Agreement will terminate. Johannesburg 13 December 2013 Sponsor to Transaction Capital Deutsche Securities (SA) Proprietary Limited Legal advisors to Transaction Capital ENS Africa Independent Professional Expert to the board of directors of Transaction Capital Grant Thornton Independent auditors and reporting accountants Deloitte & Touche Tax advisors to Transaction Capital Werksmans Attorneys Corporate advisors to BML Hyde Park Capital South African legal advisors to BML Bowman Gilfillan International legal advisors to BML Berwin Leighton Paisner Swedish debt advisors to BML Gernandt and Danielsson Date: 13/12/2013 10:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.