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TRANSACTION CAPITAL LIMITED - Results of the general meeting of shareholders

Release Date: 15/03/2024 13:48
Code(s): TCP TC002 TC001     PDF:  
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Results of the general meeting of shareholders

Transaction Capital Limited                                 TransCapital 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                                         Bond company code: TCII
ISIN: ZAE000167391                                          LEI: 378900AA31160C6B8195
("Transaction Capital" or "the Company")

RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS

All capitalised terms used but not defined in this announcement shall bear the meanings ascribed to them in
the Circular.

Shareholders of Transaction Capital are advised that at the general meeting of shareholders held on Friday,
15 March 2024 ("General Meeting"), all of the resolutions tabled were passed by the requisite majorities
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 General Meeting was
645 419 126 ordinary shares, representing 82% of Transaction Capital's issued share capital of 784 313 142
ordinary shares as at Friday, 8 March 2024, being the record date for a Shareholder to be registered in order
to be eligible to attend and participate in the General Meeting ("Voting Record Date").

The results of the General Meeting are as follows:


 RESOLUTIONS AS SET OUT IN                    VOTES CAST      NUMBER OF           SHARES     SHARES ABSTAINED
 THE NOTICE OF THE GENERAL                DISCLOSED AS A         SHARES            VOTED       DISCLOSED AS A
 MEETING                                   PERCENTAGE IN          VOTED        DISCLOSED        PERCENTAGE IN
                                             RELATION TO                            AS A      RELATION TO THE
                                               THE TOTAL                      PERCENTAGE         TOTAL ISSUED
                                               NUMBER OF                     IN RELATION              SHARES*
                                            SHARES VOTED                          TO THE
                                          AT THE MEETING                           TOTAL
                                                                                  ISSUED
                                                                                  SHARES*
                                            FOR   AGAINST

 Ordinary Resolution Number 1**             100%     0%      436 124 975          55.61%              0.04%
 Approval of the Subscription
 Agreement, including  the
 implementation of the WeBuyCars
 Share Issue and the Repurchase
 Unwind

 Special Resolution number 1                100%     0%      645 122 217          82.25%              0.04%                                           
 Approval of the Unbundling in              
 terms of the Companies Act

 Special Resolution Number 2                100%     0%      645 122 374          82.25%              0.04%
 Approval of revocation of Special
 Resolution number 1

 Special Resolution Number 3              99.93%    0.07%    645 128 507          82.25%              0.04%
 Approval of fees for the members of      
 the Independent Board

 Ordinary Resolution Number 2               100%     0%      644 974 636          82.23%              0.04%
 Granting of Director's authority           

 *Expressed as a percentage of a total of ordinary shares in issue as at Friday, 8 March 2024, being the Voting Record
 Date.

 **Coronation and its associates will be taken into account in determining a quorum at the General Meeting, but their
 votes will not be taken into account in determining the results of the voting on Ordinary Resolution Number 1 at the
 General Meeting.

The Board (including the Independent Board) individually and collectively accepts full responsibility for the accuracy of
the information contained in this Announcement. In addition, the Board (including the Independent Board) certifies
that to the best of its knowledge and belief, the information contained in this announcement is true and, where
appropriate, does not omit anything that is likely to affect the importance of the information contained herein or which
would make any statement false or misleading, and that all reasonable enquiries to ascertain such information have
been made and this announcement contains all information required by law and the JSE Listings Requirements.

 Sandton
 15 March 2024

 Enquiries: Lisa Lill - Company Secretary Email:
 lisal@transactioncapital.co.za
 Transaction Advisor and Sponsor
 PSG Capital

 Legal Advisor as to South African law
 ENSafrica

 Legal Advisor as to US and UK law
 Goodwin

 Tax Advisor
 Werksmans Attorneys

 Investor Relations
 Nomonde Xulu – Email: nomondex@transactioncapital.co.za

Date: 15-03-2024 01:48:00
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