Acceptance of Conditional Shares in terms of the Transaction Capital Conditional Share Plan Transaction Capital Limited (Incorporated in the Republic of South Africa) Registration number: 2002/031730/06 JSE share code: TCP ISIN: ZAE000167391 (“Transaction Capital” or “the company”) ACCEPT ANCE OF CONDITIONAL SHARES IN TERMS OF THE TRANSACTION CAPIT AL CONDITIONAL SHARE PL AN Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on 20 October 2016, for the results of the general meeting where shareholders approved the Transaction Capital Limited Conditional Share Plan (“CSP”). In the above regard and in compliance with paragraphs 3.63 to 3.65 of the JSE Limited Listings Requirements, notification is hereby given that the following directors of the company and directors of major subsidiaries of the company have accepted a conditional right to Transaction Capital Shares issued in terms of the CSP. CSP awards are subject to retention and performance criteria and vest as follows: - 30% of award to vest in full after 3 years, subject to continued employment. - 70% of award to vest in equal proportions in years 2, 3 and 4 linked to predefined performance criteria. - All CSP awards have a strike price of Rnil. Clearances in terms of the JSE Limited Listing Requirements were obtained. Name of director David Hurwitz Name of company Transaction Capital Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 131 821 Total value R1 819 125 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Ronen Goldstein Name of company Transaction Capital Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 99 638 Total value R1 375 000 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Mark Herskovits Name of company Transaction Capital Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 159 977 Total value R1 302 210 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Dawid Spangenberg Name of company SA Taxi Finance Holdings Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 159 792 Total value R1 300 707 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Lorenzo Cardoso Name of company SA Taxi Finance Holdings Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 251 843 Total value R2 050 000 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Bonisile Makubalo Name of company SA Taxi Finance Holdings Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 92 257 Total value R750 974 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Riek Olivier Name of company SA Taxi Finance Holdings Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 62 654 Total value R510 000 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director David McAlpin Name of company Transaction Capital Risk Services Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 309 781 Total value R1 558 200 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Carl de Villiers Name of company Transaction Capital Recoveries Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 203 294 Total value R1 022 569 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Maheshini Naidoo Name of company Transaction Capital Recoveries Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 52 443 Total value R263 788 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial In addition to the above, the following additional award was granted which vests entirely in 3 years and is linked to predefined performance criteria. Name of director David McAlpin Name of company Transaction Capital Risk Services Proprietary Limited Date transaction was effected 9 December 2016 Class of security CSP awards in respect of ordinary shares Number of CSP awards 994 036 Total value R5 000 000 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Dunkeld West 12 December 2016 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 12/12/2016 05:50:00 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. 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