Distribution of Circular incorporating Notice of General Meeting Transaction Capital Limited (Incorporated in the Republic of South Africa) Registration number: 2002/031730/06 JSE share code: TCP ISIN: ZAE000167391 ("TCP" or "the Company") DISTRIBUTION OF CIRCULAR INCORPORATING NOTICE OF GENERAL MEETING Shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) of the JSE Limited (JSE”) on Thursday, 1 September 2016 ("Terms Announcement”"). Shareholders are advised that a circular (“Circular”) which contains the details of (i) the proposed transaction detailed in the Terms Announcement and (ii) the TCP conditional share plan, together with a notice of general meeting and a form of proxy has been distributed to TCP shareholders today, Wednesday, 21 September 2016. The general meeting will be held at 230 Jan Smuts Avenue (Corner Bompas Road), Dunkeld West, Johannesburg at 09:00 on Thursday, 20 October 2016. An electronic version of the Circular is available on TCP's website (www.transactioncapital.co.za). SALIENT DETAILS AND TIMES 2016 Record date to determine which TCP shareholders are eligible to Friday, 16 September receive the Circular Circular distributed to TCP shareholders on Wednesday, 21 September Distribution of Circular announcement to be released on SENS on Wednesday, 21 September Distribution of Circular announcement to be published in the press Thursday, 22 September on Last day to make representations to the Takeover Regulation Panel Wednesday, 5 October (“TRP”) relating to the exemption application Last day to trade to be recorded in the register in order to be able Tuesday, 11 October to attend, participate and vote at the general meeting Record date for TCP shareholders to be recorded in the register in Friday, 14 October order to be able to attend, participate and vote at the general meeting Last day to lodge proxy forms (by no later than 09:00) for the Wednesday, 19 October general meeting on General meeting held at 09:00 on Thursday, 20 October Results of general meeting released on SENS on Thursday, 20 October Results of general meeting to be published in the press on Friday, 21 October Exemption application to the TRP to obtain the TRP Waiver Ruling Friday, 21 October Notes: 1. The above dates and times are subject to amendment. Any such amendment will be released on SENS and published in the South African press. 2. A proxy form not lodged with the transfer secretaries, being Computershare Investor Services Proprietary Limited ("Transfer Secretaries"), may be handed to the chairperson of the general meeting before the proxy exercises the voting rights of the TCP shareholder at the general meeting. 3. If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general meeting will remain valid in respect of any adjournment or postponement of the general meeting, unless withdrawn by the TCP shareholder. 4. If the general meeting is adjourned or postponed then proxy forms that have not yet been submitted should be lodged with the Transfer Secretaries by no later than 24 hours before the adjourned or postponed general meeting but may nonetheless be handed to the chairperson of the adjourned or postponed general meeting before the proxy exercises the voting rights of the TCP shareholder at the adjourned or postponed general meeting. 5. TCP will release a SENS announcement of the TRP Waiver Ruling and inform TCP shareholders that they may request the Takeover Special Committee to review the TRP Waiver Ruling within 5 business days of the date of the SENS announcement. This announcement shall also advise TCP shareholders of the expected date of the commencement of the listing of the TCP Subscription Shares on the stock exchange operated by the JSE. 6. All dates and times quoted in this document are South African dates and times. Dunkeld West, Johannesburg 21 September 2016 Sponsor Deutsche Securities (SA) Proprietary Limited Independent Expert Grant Thornton Advisory Services Proprietary Limited Independent Reporting Accountant and Auditors Deloitte & Touche Legal Adviser Edward Nathan Sonnenbergs Incorporated Independent Legal Adviser (in respect of the Proposed Transaction) Prinsloo, Tindle & Andropoulos Incorporated Date: 21/09/2016 12:17:00 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.