Results of the Annual 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”) RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Shareholders of Transaction Capital are advised that at the annual general meeting of shareholders held on Thursday, 2 March 2017 (“Annual General Meeting”), in terms of the notice of Annual General Meeting distributed to shareholders on Tuesday, 24 January 2017, all of the resolutions tabled were passed by the requisite majority of votes cast by shareholders present in person or represented by proxy. The total number of voteable shares represented in person or by proxy at the Annual General Meeting was 517 442 886 shares, representing 84.90% of Transaction Capital’s issued share capital of 609 456 734 ordinary shares as at Friday, 24 February 2017, being the Voting Record Date. Shareholders are advised that the results of the Annual General Meeting are as follows: TOTAL SHARES VOTED SHARES ABSTAINED RESOLUTIONS AS SET OUT IN THE NOTICE OF ANNUAL GENERAL FOR AGAINST NUMBER %* %* MEETING DATED 24 JANUARY 2017 (%) (%) Ordinary Resolution Number 1 Re-election of director J Jawno 92.25% 7.75% 517 432 354 84.90% 0.002% Ordinary Resolution Number 2 Re-election of director P Langeni 99.98% 0.02% 517 432 354 84.90% 0.002% Ordinary Resolution Number 3 Re-election of director R Rossi 98.70% 1.30% 517 432 354 84.90% 0.002% Ordinary Resolution Number 4 Election of director M Kgosana 99.98% 0.02% 517 432 354 84.90% 0.002% Ordinary Resolution Number 5 Election of director K Pillay 100% 0% 517 432 354 84.90% 0.002% Ordinary Resolution Number 6 Election of director R Goldstein 97.67% 2.33% 517 432 354 84.90% 0.002% Ordinary Resolution Number 7 Appointment of members of audit, risk and compliance committee M Kgosana 98.03% 1.97% 517 432 354 84.90% 0.002% Ordinary Resolution Number 8 Appointment of members of audit, risk and compliance committee P Langeni 98.03% 1.97% 517 432 354 84.90% 0.002% Ordinary Resolution Number 9 Appointment of members of audit, risk and compliance committee C Seabrooke 97.42% 2.58% 517 432 354 84.90% 0.002% Ordinary Resolution Number 10 Appointment of auditors 100% 0% 517 432 354 84.90% 0.002% Ordinary Resolution Number 11 Non-binding advisory vote on remuneration policy 94.20% 5.80% 513 078 354 84.19% 0.72% Ordinary Resolution Number 12 Issue of securities for acquisitions 99.30% 0.70% 517 432 354 84.90% 0.002% Ordinary Resolution Number 13 Authority to act 100% 0% 517 429 454 84.90% 0.002% Special Resolution Number 1** Approval of non-executive directors’ and committee members’ fees 86.10% 13.90% 517 425 454 84.90% 0.003% Special Resolution Number 2*** Authority to provide financial assistance in terms of section 45 of the Companies Act 99.91% 0.09% 517 432 354 84.90% 0.002% Special Resolution Number 3 Authority to provide financial assistance in terms of section 44 of the Companies Act 99.17% 0.83% 517 432 354 84.90% 0.002% Special Resolution Number 4 General authority to repurchase securities 98.26% 1.74% 517 432 354 84.90% 0.002% Special Resolution Number 5 General authority to allot and issue authorised but unissued securities for cash 95.71% 4.29% 517 432 354 84.90% 0.002% *Expressed as a percentage of a total of 609 456 734 Transaction Capital ordinary shares in issue as at Friday, 24 February 2017, being the Voting Record Date. **According to the authority conferred on the Chairman of the Annual General Meeting, Special Resolution Number 1 was modified to read “The following annual fees, exclusive of value added tax, shall be paid to non-executive directors of the company for their services…”. ***Shareholders are hereby notified in terms of section 45(5) of the Companies Act that the board has passed a corresponding resolution in relation to Special Resolution Number 2. Dunkeld West 2 March 2017 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 02/03/2017 01:20:00 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.