Dealings in securities Transaction Capital Limited (Incorporated in the Republic of South Africa) Registration number: 2002/031730/06 JSE share code: TCP ISIN: ZAE000167391 (“the company”) DEALINGS IN SECURITIES Shareholders of Transaction Capital ("Shareholders") are referred to the terms announcement relating to the restructure of shareholding in the company and specific issue of shares for cash released on the Stock Exchange News Service ("SENS") of the JSE Limited ("JSE") on Thursday, 1 September 2016, the distribution of circular incorporating notice of general meeting announcement released on SENS on Wednesday, 21 September 2016, the results of general meeting announcement released on SENS on Thursday, 20 October 2016 and the Takeover Regulation Panel granting a ruling on the waiver of the requirement to make a mandatory offer announcement released on SENS on 28 October 2016. In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, the following information is disclosed. Name of director: Jonathan Michael Jawno Name of company: Transaction Capital Limited Nature & class: Off market disposal and acquisition of company ordinary shares Nature and extent of director’s interest: Indirect, non-beneficial – disposal of company ordinary shares by Kimberley Investment Trust of which the director is one of the trustees and a discretionary beneficiary to JMR Holdings Proprietary Limited (“JMRH”), a company in which that trust has a one-third interest, in exchange for further ordinary shares in JMRH. Clearance obtained to deal: Yes Date of transaction: 11 November 2016 Number of securities: 82 207 393 Price per share: R13.50 Value: R1 109 799 805.50 Name of director: Michael Paul Mendelowitz Name of company: Transaction Capital Limited Nature & class: Off market disposal and acquisition of company ordinary shares Nature and extent of director’s interest: Indirect, non-beneficial – disposal of company ordinary shares by Rutland Trust of which the director is one of the trustees and a discretionary beneficiary to JMRH, a company in which that trust has a one-third interest, in exchange for further ordinary shares in JMRH. Clearance obtained to deal: Yes Date of transaction: 11 November 2016 Number of securities: 82 207 393 Price per share: R13.50 Value: R1 109 799 805.50 Name of director: Roberto Rossi Name of company: Transaction Capital Limited Nature & class: Off market disposal and acquisition of company ordinary shares Nature and extent of director’s interest: Indirect, non-beneficial – disposal of company ordinary shares by Sugar Tube Trust of which the director is one of the trustees and a discretionary beneficiary to JMRH, a company in which that trust has a one-third interest, in exchange for further ordinary shares in JMRH. Clearance obtained to deal: Yes Date of transaction: 11 November 2016 Number of securities: 82 207 393 Price per share: R13.50 Value: R1 109 799 805.50 Name of director: Jonathan Michael Jawno Name of company: Transaction Capital Limited Nature & class: Off market, specific issue for cash by the company of ordinary shares Nature and extent of director’s interest: Indirect, non-beneficial – subscription by JMRH for 3 377 821 ordinary shares in the company at R11.65 per share. The Kimberley Investment Trust of which the director is one of the trustees and a discretionary beneficiary has a one third interest in JMRH. Clearance obtained to deal: Yes Date of transaction: 11 November 2016 Number of securities: 1 125 940.33 Price per share: R11.65 Value R13 117 204.88 Name of director: Michael Paul Mendelowitz Name of company: Transaction Capital Limited Nature & class: Off market, specific issue for cash by the company of ordinary shares Nature and extent of director’s interest: Indirect, non-beneficial – subscription by JMRH for 3 377 821 ordinary shares in the company at R11.65 per share. The Rutland Trust of which the director is one of the trustees and a discretionary beneficiary has a one third interest in JMRH. Clearance obtained to deal: Yes Date of transaction: 11 November 2016 Number of securities: 1 125 940.33 Price per share: R11.65 Value: R13 117 204.88 Name of director: Roberto Rossi Name of company: Transaction Capital Limited Nature & class: Off market, specific issue for cash by the company of ordinary shares Nature and extent of director’s interest: Indirect, non-beneficial – subscription by JMRH for 3 377 821 ordinary shares in the company at R11.65 per share. The Sugar Tube Trust of which the director is one of the trustees and a discretionary beneficiary has a one third interest in JMRH Clearance obtained to deal: Yes Date of transaction: 11 November 2016 Number of securities: 1 125 940.34 Price per share: R11.65 Value: R13 117 204.88 The shareholding of JMRH in the company now comprises 250 million ordinary shares (approximating 43.48% of the issued share capital) and constitutes JMRH as the largest single shareholder, and shareholder of reference of the company. Shareholders are advised that all conditions precedent in relation to the transactions detailed in the abovementioned SENS announcements have been fulfilled and that the transaction has become unconditional. Dunkeld West 11 November 2016 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 11/11/2016 09:50:00 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.