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Results of the Annual General Meeting of Shareholders
Transaction Capital Limited Trans Capital Investments Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration Number: 2002/031730/06 Registration Number: 2016/130129/06
JSE share code: TCP LEI: 378900AA31160C6B8195
ISIN: ZAE000167391 Bond company code: TCII
("Transaction Capital" or "the Company")
RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Shareholders of Transaction Capital Limited ("Transaction Capital") are advised that at the annual general
meeting of shareholders held on Thursday, 7 March 2024 ("Annual General Meeting"), all of the resolutions
tabled were passed by the requisite majority of votes cast by shareholders represented in person or by proxy.
The total number of voteable shares represented in person or by proxy at the Annual General Meeting was
632 725 910 ordinary shares, representing 80.67% of Transaction Capital's issued share capital of 784 313 142
ordinary shares as at Friday, 1 March 2024, being the Voting Record Date.
Shareholders are advised that the Audited Financial Statements are available on the Transaction Capital website.
The Social, Ethics and Sustainability Committee report is contained on page 13 of the Annual Financial
Statements.
The results of the Annual General Meeting are as follows:
RESOLUTIONS AS SET OUT IN THE VOTES CAST NUMBER OF SHARES VOTED SHARES ABSTAINED
NOTICE OF THE ANNUAL GENERAL DISCLOSED AS A SHARES VOTED DISCLOSED AS A DISCLOSED AS A
MEETING PERCENTAGE IN PERCENTAGE IN PERCENTAGE IN
RELATION TO THE RELATION TO RELATION TO THE
TOTAL NUMBER OF THE TOTAL TOTAL ISSUED
SHARES VOTED AT ISSUED SHARES* SHARES*
THE MEETING
FOR AGAINST
Ordinary Resolution Number 1 99,98% 0,02% 632 402 485 80,63% 0,04%
Re-election of a director
S Kana
Ordinary Resolution Number 2 99,99% 0,01% 632 402 485 80,63% 0,04%
Re-election of a director
A Kekana
Ordinary Resolution Number 3 99,99% 0,01% 632 402 485 80,63% 0,04%
Re-election of a director
S Wapnick
Ordinary Resolution Number 4 98,95% 1,05% 632 402 485 80,63% 0,04%
Appointment of members of audit
committee
D Radley
Ordinary Resolution Number 5 99,99% 0,01% 632 402 485 80,63% 0,04%
Appointment of members of audit
committee
S Kana
Ordinary Resolution Number 6 80,89% 19,11% 632 402 485 80,63% 0,04%
Appointment of members of audit
committee
C Seabrooke
Ordinary Resolution Number 7 99,40% 0,60% 632 402 485 80,63% 0,04%
Appointment of auditors
PWC
Ordinary Resolution Number 8 75,85% 24,15% 632 400 485 80,63% 0,04%
Non-binding advisory vote on
Remuneration policy
Ordinary Resolution Number 9 75,84% 24,16% 632 400 485 80,63% 0,04%
Non-binding advisory vote on
remuneration implementation
report
Ordinary Resolution Number 10 86,44% 13,56% 631 840 895 80,56% 0,11%
Issue of securities for acquisitions
Ordinary Resolution Number 11 92,94% 7,06% 631 842 895 80,56% 0,11%
Issue of securities for acquisition of
further shares in WBC Holdings
Proprietary Limited beyond the authority
covered by ordinary resolution number
10
Ordinary Resolution Number 12 96,81% 3,19% 632 402 485 80,63% 0,04%
Authority to act
Special Resolution Number 1 96,72% 3,28% 632 402 485 80,63% 0,04%
Approval of non-executive directors'
and committee members' fees
Special Resolution Number 2 85,66% 14,34% 632 402 485 80,63% 0,04%
Approval of additional subsidiary
committee/forum membership fees for
2023
Special Resolution Number 3 85,66% 14,34% 632 402 485 80,63% 0,04%
Approval of additional subsidiary
committee/forum membership fees for
2023/2024
Special Resolution Number 4 Authority 98,96% 1,04% 632 402 485 80,63% 0,04%
to provide financial assistance in terms
of section 44 of the Companies Act
Special Resolution Number 5 Authority 98,96% 1,04% 632 402 485 80,63% 0,04%
to provide financial assistance in terms
of section 45 of the Companies Act
Special Resolution Number 6 98,36% 1,64% 632 402 485 80,63% 0,04%
Annual general authority to repurchase
securities
Special Resolution Number 7 Annual 92,53% 7,47% 632 402 485 80,63% 0,04%
general authority to allot and issue
authorised but unissued securities for
cash
Special Resolution 8 92,80% 7,20% 631 842 895 80,56% 0,11%
Authority to issue shares to persons
contemplated in section 41 of the
Companies Act pursuant to
authorities contemplated in ordinary
resolution number 10, ordinary
resolution number 11 and special
resolution number 7
*Expressed as a percentage of a total of ordinary shares in issue as at Friday, 1 March 2024, being the Voting Record Date.
Sandton
7 March 2024
Enquiries: Lisa Lill - Company Secretary
Email: lisal@transactioncapital.co.za
Sponsors:
Equity Sponsor: Investec Bank Limited
Debt Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 07-03-2024 03:33:00
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