Capital distribution to shareholders of Transaction Capital Transaction Capital Limited (Incorporated in the Republic of South Africa) Registration number: 2002/031730/06 JSE share code: TCP ISIN: ZAE000167391 Tax reference number: 9466/298/15/6 (“Transaction Capital” or “the company” or “group”) CAPITAL DISTRIBUTION TO SHAREHOLDERS OF TRANSACTION CAPITAL Further to the preliminary announcement contained in the publication of Transaction Capital’s 2013 financial year end results, the board of directors has approved a capital distribution to shareholders of 210 cents per share out of the proceeds arising from the disposals of Paycorp (Pty) Ltd, Bayport Financial Services 2010 (Pty) Ltd and Zenthyme Investments (Pty) Ltd. Post the distribution, the group will retain sufficient funds and is well positioned to facilitate significant acquisitive activity and to fund organic growth. The salient features applicable to the capital distribution are as follows: Issued shares as at declaration date (including 2 642 883 582 581 177 treasury shares held by a subsidiary of the company) Declaration date Monday 17 February 2014 Last day to trade cum the capital distribution Friday 7 March 2014 Shares commence trading ex the capital distribution Monday 10 March 2014 Record date Friday 14 March 2014 Payment of capital distribution Monday 17 March 2014 Share certificates may not be dematerialised or rematerialised between Monday 10 March 2014 and Friday 14 March 2014, both days inclusive. On Monday 17 March 2014, the distribution will be electronically transferred to the bank accounts of all certificated shareholders where this facility is available. Where electronic fund transfer is not available or desired, cheques dated 17 March 2014 will be posted on that date. Shareholders who have dematerialised their share certificates will have their accounts at their Central Securities Depository Participant or broker credited on Monday 17 March 2014. The distribution is being made by way of a capital reduction out of qualifying contributed tax capital of the company as defined in section 1 of the Income Tax Act, 1962. Accordingly, the distribution is exempt from dividend withholding tax. The South African Reserve Bank has confirmed that, provided the relevant emigrants have formalised their emigration from South Africa, the distribution due to them as well as to other non-residents may be regarded as transferable to them. The directors have confirmed that the company will satisfy the solvency and liquidity test immediately after the completion of the distribution. Sandton 17 February 2014 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 555 5004 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 17/02/2014 10:03:00 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.