TRANSACTION CAPITAL LIMITED - Results of Annual General Meeting of Shareholders

Results of 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

The shareholders of Transaction Capital (“Shareholders”) are advised that at the annual general
meeting of Shareholders held on Thursday, 3 March 2016 (“Annual General Meeting”), in terms of
the notice of Annual General Meeting distributed to Shareholders on Tuesday, 26 January 2016, all
of the resolutions tabled were passed by the requisite majority of votes cast by Shareholders present
in person or represented by proxy.

The total number of voteable shares represented in person or by proxy at the Annual General
Meeting was 429 106 818 shares, representing 75.5% of Transaction Capital’s issued share capital of
568 055 166 ordinary shares as at Friday, 26 February 2016, being the Voting Record Date.

Shareholders are advised that the results of the Annual General Meeting are as follows:

                                                    TOTAL SHARES VOTED                     SHARES
                                                                                          ABSTAINED
RESOLUTIONS AS SET OUT IN THE
NOTICE OF ANNUAL GENERAL                   FOR      AGAINST      NUMBER          %*          %*
MEETING DATED 26 JANUARY 2016              (%)        (%)
Ordinary Resolution 1
Re-election of directors
(each voted on as a separate
resolution)
     M Mendelowitz                        96.8%       3.2%      428 586 789    75.4%        0.09%
     C Seabrooke                          98.8%       1.2%      428 586 789    75.4%        0.09%
     D Woollam                            100%         0%       428 586 789    75.4%        0.09%
Ordinary Resolution 2
Appointment of members of audit,
risk and compliance committee
(each voted on as a separate
resolution)
     D Woollam                            100%         0%       428 586 789    75.4%        0.09%
     C Seabrooke                          98.5%       1.5%      428 586 789    75.4%        0.09%
     P Langeni                            100%         0%       428 586 789    75.4%        0.09%
Ordinary Resolution 3
Appointment of auditors                   100%         0%       428 586 789    75.4%        0.09%
Ordinary Resolution 4
Non-binding advisory vote on
remuneration policy                       92.7%      7.3%      375 713 215     66.1%       9.4%
Ordinary Resolution 5
Issue of securities for acquisitions      97.4%      2.6%      428 586 789     75.4%       0.09%
Ordinary Resolution 6**
Authority to act
                                          99.9%      0.1%      428 586 789     75.4%       0.09%
Special Resolution 1
Approval of non-executive directors’
and committee members’ fees               88.3%      11.7%     416 741 583     73.3%       2.2%
Special Resolution 2
Authority to provide financial
assistance in terms of section 45 of
the Companies Act                         97.8%      2.2%      428 586 789     75.4%       0.09%
Special Resolution 3
Authority to provide financial
assistance in terms of section 44 of
the Companies Act                         84.1%      15.9%     428 586 789     75.4%       0.09%
Special Resolution 4
General authority to repurchase
securities                                98.6%      1.4%      428 586 789     75.4%       0.09%
Special Resolution 5
General authority to allot and issue
authorised but unissued securities for
cash                                      86.2%      13.7%     428 586 789     75.4%       0.09%

*Expressed as a percentage of a total of 568 055 166 Transaction Capital ordinary shares in issue as
at Friday, 26 February 2016, being the Voting Record Date.
**According to the authority conferred on the Chairman of the Annual General Meeting, Ordinary
resolution 6 was modified to read “Any director of the company or the company secretary, all with
the power of substitution, be and is hereby authorised to carry out and to do all such things and
matters as may be or are necessary in connection with the all resolutions and which may be required
to give effect to all such resolutions…”

Dunkeld West
3 March 2016

Enquiries:
Phillipe Welthagen - Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
Deutsche Securities (SA) Proprietary Limited

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