Fulfilment of Outstanding Conditions Precedent and Completion of Transaction Transaction Capital Limited (Incorporated in the Republic of South Africa) Registration number: 2002/031730/06 JSE share code: TCP ISIN: ZAE000167391 (“Transaction Capital”) FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND COMPLETION OF TRANSACTION 1. INTRODUCTION Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on 14 November 2016 advising shareholders that a newly established wholly-owned subsidiary of Transaction Capital (the “Purchaser”), together with Transaction Capital, had entered into a Sale of Shares Agreement (the “Agreement”) in terms of which the Purchaser would acquire the entire issued share capital of DLJ Holding Co Pty Ltd, which owns 100% of Recoveries Corporation Group Limited in Australia (collectively, together with their subsidiaries, “Recoveries Corporation Group”) and would capitalise Recoveries Corporation Group by way of a subscription for shares (the “Transaction”). Defined terms used but not defined in this announcement have the meanings set out in the abovementioned announcement of 14 November 2016. 2. FULFILMENT OF CONDITIONS PRECEDENT AND AMENDMENT TO THE AGREEMENT Transaction Capital is pleased to advise that all conditions precedent to the Transaction as set out in the Agreement have been fulfilled. Accordingly, the Transaction is now unconditional. Shareholders are hereby advised that certain amendments were made to the Agreement, the most material of which include the following: 2.1. the obligation to provide a bank guarantee in respect of the First Earn-out Payment and Second Earn-out Payment will be replaced with an obligation to provide: 2.1.1. a guarantee by Transaction Capital (subject to obtaining the necessary South African Reserve Bank (“SARB”) approval in this regard within 12 weeks of the effective date of the Transaction) in favour of the Sellers (“TC Earn Out Guarantee”); and 2.1.2. a pledge by Transaction Capital of the shares in DLJ Holding Co Pty Ltd (the holding company of Recoveries Corporation) in favour of the Sellers (“Pledge”); 2.2. if the SARB fails to timeously approve the provision of the TC Earn Out Guarantee, the Purchaser will be obliged to provide a bank guarantee in respect of the First Earn-out Payment and the Second Earn-out Payment and the Pledge will be released by the Sellers. Dunkeld West 22 December 2016 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 22/12/2016 05:05:00 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.