TRANSACTION CAPITAL LIMITED - Results of annual general meeting of shareholders

Results of 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, 8 March 2018 (“Annual General Meeting”), 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 528,629,000 shares, representing 86.6% of Transaction Capital’s issued share capital of
610,422,717 ordinary shares as at Friday, 2 March 2018, being the Voting Record Date.

Shareholders are advised that the results of the Annual General Meeting are as follows:

                                                      VOTES CARRIED                     SHARES
                                                                                        ABSTAINED

                                        FOR        AGAINST    TOTAL          %*         %*
                                        % OF       % OF       NUMBER
                                        TOTAL      TOTAL      OF SHARES
RESOLUTIONS AS SET OUT IN THE           SHARES     SHARES     VOTED
NOTICE OF ANNUAL GENERAL                VOTED      VOTED           
MEETING DATED 23 JANUARY 2018                  

Ordinary Resolution Number 1
Re-election of director
C Seabrooke                             93.31       6.69      528,584,088    86.59      0.01

Ordinary Resolution Number 2
Re-election of director
D Hurwitz                               99.39       0.61      528,584,088    86.59      0.01
 
Ordinary Resolution Number 3
Re-election of director
M Herskovits                            96.09       3.91      528,584,088    86.59      0.01

Ordinary Resolution Number 4
Election of director
O Ighodaro                              91.51       8.49      528,584,088    86.59      0.01        

Ordinary Resolution Number 5              
Election of director                    99.42       0.58      528,584,088    86.59      0.01
P Miller 

Ordinary Resolution Number 6
Appointment of members of audit,
risk and compliance committee
O Ighodaro                              91.51       8.49      528,584,088    86.59      0.01

Ordinary Resolution Number 7
Appointment of members of audit,
risk and compliance committee
P Langeni                               95.86       4.14      528,584,088    86.59      0.01

Ordinary Resolution Number 8
Appointment of members of audit,
risk and compliance committee
C Seabrooke                             87.06       12.94     528,584,088    86.59      0.01

Ordinary Resolution Number 9
Appointment of auditors                 100.00      0.00      528,584,088    86.59      0.01

Ordinary Resolution Number 10
Non-binding advisory vote on
remuneration policy                     84.93       15.07     528,576,088    86.59      0.01

Ordinary Resolution Number 11
Non-binding advisory vote on
remuneration implementation  
policy                                  91.14       8.86      528,576,088    86.59      0.01

Ordinary Resolution Number 12 
Issue of securities for acquisitions    98.10       1.90      528,584,088    86.59      0.01

Ordinary Resolution Number 13      
Authority to act                        100.00      0.00      528,584,088    86.59      0.01

Special Resolution Number 1
Approval of non-executive
directors’ and committee members’
fees                                    100.00      0.00      528,568,588    86.59      0.01

Special Resolution Number 2**
Authority to provide financial
assistance in terms of section 45 of
the Companies Act                       99.94       0.06      528,576,588    86.59      0.01

Special Resolution Number 3
Authority to provide financial
assistance in terms of section 44 of  
the Companies Act                       99.67       0.33      528,576,588    86.59      0.01

Special Resolution Number 4
General authority to repurchase
securities                              98.29       1.71      528,576,588    86.59      0.01

Special Resolution Number 5
General authority to allot and issue
authorised but unissued securities
for cash                                97.42       2.58      528,576,588    86.59      0.01


*Expressed as a percentage of a total of 610,422,717 Transaction Capital ordinary shares in issue as
at Friday, 2 March 2018, being the Voting Record Date.
**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
8 March 2018

Enquiries:
Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)

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