Results of the 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” or “TCP”) RESULTS OF THE GENER AL MEETING OF SHAREHOLDERS Shareholders of Transaction Capital (“Shareholders”) are referred to the terms announcement released on the Stock Exchange News Service ("SENS") of the JSE Limited on Thursday, 1 September 2016 and the distribution of circular incorporating notice of general meeting announcement released on SENS on Wednesday, 21 September 2016. Shareholders are advised that at a general meeting of Shareholders that was held at 09:00 on Thursday, 20 October 2016 (“General Meeting”), all of the resolutions tabled thereat were passed by the requisite majority of votes cast by Shareholders present in person or represented by proxy. As at Friday, 14 October 2016, being the Voting Record Date, Transaction Capital had 571 850 243 ordinary shares in issue. Total number of issued ordinary shares in the capital of Transaction Capital which were present/ represented at the General Meeting is 496 479 395 (being 86.8% of the total issued share capital). The details of the results of the General Meeting are as follows: RESOLUTIONS SET SHARES NUMBER EXERCISED FOR AGAINST ABSTAINED OUT IN THE NOTICE ELIGIBLE TO OF SHARES VOTES AS A # As a % of As a % of # As a % of As a % of # As a % OF GENERAL VOTE VOTED % OF shares in votes shares in votes of MEETING SHARES IN issue exercised issue exercised shares ISSUE in issue Special Resolution 325 228 064 249 676 981 43.7% 222 156 194 38.9% 89.0% 27 520 787 4.8% 11.0% 180 235 0.0% Number 1 Specific authority to issue shares for cash Special Resolution 325 228 064 249 676 981 43.7% 222 156 194 38.9% 89.0% 27 520 787 4.8% 11.0% 180 235 0.0% Number 2 Authority to issue shares in terms of section 41(1) of the Companies Act, 2008 (Act 71 of 2008), as amended Special Resolution 325 228 064 249 676 981 43.7% 222 588 422 38.9% 89.2% 27 088 559 4.8% 10.8% 180 235 0.0% Number 3 Authority for financial assistance for the purpose of, or in connection with, the purchase and subscription of TCP shares in terms of the Transaction Special Resolution 571 850 243 485 104 744 84.8% 466 358 669 81.5% 96.1% 18 746 075 3.3% 3.9% 11 374 651 2.0% Number 4 Adoption of the TCP Conditional Share Plan Ordinary Resolution 325 228 064 249 676 981 43.7% 221 914 137 38.8% 88.9% 27 762 844 4.9% 11.1% 180 235 0.0% Number 1 Waiver of mandatory offer Ordinary Resolution 325 228 064 249 676 981 43.7% 222 588 422 38.9% 89.2% 27 088 559 4.8% 10.8% 180 235 0.0% Number 2 Authority to execute requisite documents required to implement the Transaction Ordinary Resolution 571 850 243 485 104 744 84.8% 466 358 669 81.5% 96.1% 18 746 075 3.3% 3.9% 11 374 651 2.0% Number 3 Authority to execute requisite documents required to implement the TCP Conditional Share Plan Shareholders are advised that an exemption application will be submitted to the Takeover Regulation Panel (“TRP”) on Friday, 21 October 2016 to obtain the TRP Waiver Ruling. Once the TRP Waiver Ruling is obtained from the TRP, Transaction Capital will then release a SENS announcement advising Shareholders of the TRP Waiver Ruling and informing Shareholders that they may request the Takeover Special Committee to review the TRP Waiver Ruling within 5 business days of such announcement. Shareholders are also advised that approval for the implementation of the Transaction was granted by the Competition Authorities without any conditions. Dunkeld West 20 October 2016 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 20/10/2016 01:23:00 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.