TRANSACTION CAPITAL LIMITED - No Change Statement, Notice of Annual General Meeting and Proposed Specific Repurchase of Shares

No Change Statement, Notice of Annual General Meeting and Proposed Specific Repurchase of Shares

Transaction Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2002/031730/06
JSE share code: TCP
ISIN: ZAE000167391
(“Transaction Capital”, “Company” or “the group”)


NO CHANGE STATEMENT, NOTICE OF ANNUAL GENERAL MEETING AND
PROPOSED SPECIFIC REPURCHASE OF SHARES

No change statement

Shareholders are advised that the summarised annual financial statements of Transaction
Capital for the year ended 30 September 2014 as set out in the annual integrated report of
Transaction Capital, together with the notice of annual general meeting, were issued to
shareholders on Tuesday, 27 January 2015.

The summarised annual financial statements of Transaction Capital for the year ended 30
September 2014 contain no modifications to the audited results for the year ended 30
September 2014 which were released on the Stock Exchange News Service of the JSE
Limited on Tuesday, 25 November 2014 and subsequently issued to shareholders.

An electronic version of the annual integrated report and the full annual financial
statements    will   be      available    on     the    Transaction Capital website
(www.transactioncapital.co.za ) on Tuesday, 27 January 2015.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (“AGM”) of shareholders of the
Company will be held at Transaction Capital, 230 Jan Smuts Avenue, Dunkeld West on
Friday, 27 February 2015 at 09:30 to transact the business as stated in the annual general
meeting notice which was mailed together with the annual integrated report for the year
ended 30 September 2014.
Salient dates

Record date to determine which shareholders are entitled         Friday, 16 January 2015
to receive the notice of annual general meeting
Last day to trade in order to be eligible to attend and vote     Friday, 13 February 2015
at the annual general meeting
Record date to determine which shareholders are entitled         Friday, 20 February 2015
to attend and vote at the annual general meeting
Forms of proxy for the annual general meeting to be lodged       Thursday, 26 February 2015
by 09h30*
Annual General Meeting to be held at 09h30                       Friday, 27 February 2015
*any proxies not lodged by this time must be handed to the chairman of the annual general meeting
immediately prior to the annual general meeting.

The proposed specific repurchase of shares

Terms of the Specific Repurchase

TC Treasury Proprietary Limited (“TC Treasury”), a wholly owned subsidiary of Transaction
Capital, owns 2 642 883 Transaction Capital ordinary shares constituting 0.46% of the issued
share capital ("the treasury shares").

The board of directors has resolved that Transaction Capital repurchase the treasury shares
(“the Specific Repurchase") in order to eliminate circular dividend flows and accounting
complexities arising from treasury shares. The treasury shares will be repurchased at the 30-
day volume weighted average price per share on the day prior to effecting the Specific
Repurchase, subject to the applicable requirements of the Company's memorandum of
incorporation, the approval by shareholders by way of a special resolution, the provisions of
the Companies Act, No 71 of 2008 as amended (“the Companies Act”) (and any other
applicable laws of the Republic of South Africa) and the JSE Limited (“JSE”) Listings
Requirements (“JSE Listings Requirements”).

Shareholder approval to be sought at the AGM

In order to effect the Specific Repurchase, it is necessary for shareholders to pass a special
resolution in accordance with the provisions of the Companies Act and the JSE Listings
Requirements. The votes attaching to the treasury shares held by TC Treasury, its directors
and their associates will not be counted for the purposes of determining the results of the
voting on this special resolution.

The special resolution and further details relating to the Specific Repurchase are set out in
the notice of the AGM.

Once the Specific Repurchase is approved by Transaction Capital shareholders, the treasury
shares will be repurchased, cancelled as issued shares and restored to the status of
authorised but unissued shares in the share capital of Transaction Capital. The JSE will be
requested to terminate the listing of the treasury shares. Once the Specific Repurchase has
been implemented, there will be no treasury shares held by TC Treasury. The Specific
Repurchase will be effected by way of inter-company loan.

The financial effects of the Specific Repurchase

As the Specific Repurchase will constitute an intra-group transaction, the financial effect on
the Transaction Capital group’s earnings per share, headline earnings per share, net asset
value per share and net tangible asset value per share will be confined to the cost of the JSE
documentation fee, the sponsor fee and Securities Transfer Tax, the total of which is
considered to be negligible.

Dunkeld West
27 January 2015

Enquiries:
Phillipe Welthagen - Investor Relations
Telephone: +27 (0) 11 049 6729

Sponsor:
Deutsche Securities (SA) Proprietary Limited

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