Results of the Annual General Meeting of Shareholders Transaction Capital Limited (Incorporated in the Republic of South Africa) Registration number: 2002/031730/06 JSE share code: TCP ISIN: ZAE000167391 (“Transaction Capital”) RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Shareholders are advised of the results of the Annual General Meeting of Transaction Capital shareholders held on Friday, 27 February 2015 as follows: TOTAL SHARES VOTED SHARES ABSTAINED RESOLUTIONS AS SET OUT IN THE NOTICE OF ANNUAL GENERAL FOR AGAINST NUMBER %* %* MEETING DATE 27 JANUARY 2015 (%) (%) Special Resolution 1 Approval of non-executive directors’ and committee members’ fees 100% 0% 480 495 537 83.96% 0.20% Special Resolution 2 Authority to provide financial assistance in terms of section 45 of the Companies Act 97.54% 2.46% 480 495 537 83.96% 0.20% Special Resolution 3 Authority to provide financial assistance in terms of section 44 of the Companies Act 85.02% 14.98% 480 495 537 83.96% 0.20% Special Resolution 4 General authority to repurchase securities 98.85% 1.15% 480 495 537 83.96% 0.20% Special Resolution 5 Specific authority to repurchase securities 100% 0% 474 199 106 82.86% 0.21% Special Resolution 6 General authority to allot and issue authorised but unissued securities for cash Resolution withdrawn Ordinary Resolution 1 Re-election of directors (each voted on as a separate resolution) D Hurwitz 99.96% 0.04% 474 445 503 82.91% 0.21% P Langeni 92.18% 7.82% 480 495 537 83.96% 0.20% S Zagnoev 100% 0% 480 495 537 83.96% 0.20% M Herskovits 99.96% 0.04% 480 249 140 83.92% 0.21% Ordinary Resolution 2 Non-binding advisory vote on remuneration policy 94.60% 5.40% 480 495 537 83.96% 0.20% Ordinary Resolution 3 Appointment of members of audit, risk and compliance committee (each voted on as a separate resolution) D Woollam 100% 0% 480 495 537 83.96% 0.20% C Seabrooke 99.73% 0.27% 469 707 092 82.08% 2.09% P Langeni 99.77% 0.23% 480 495 537 83.96% 0.20% Ordinary Resolution 4 Appointment of auditors 100% 0% 480 495 537 83.96% 0.20% Ordinary Resolution 5 Issue of securities for acquisitions 97.07% 2.93% 480 495 537 83.96% 0.20% Ordinary Resolution 6 Authority to act 100% 0% 480 495 537 83.96% 0.20% *Expressed as a percentage of a total of 572 272 130 Transaction Capital ordinary shares in issue as at Friday, 20 February 2015, being the Voting Record Date. Dunkeld West 27 February 2015 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 27/02/2015 04:03:00 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.