Dealings in securities by associates of directors and notice of change of beneficial interests 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 No. 2016/130129/06) JSE share code: TCP JSE debt code: TCII ISIN: ZAE000167391 (“Transaction Capital” or “the Company”) DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS AND NOTICE OF CHANGE OF BENEFICIAL INTERESTS The families of Michael Mendelowitz and Roberto Rossi, two of the founders of Transaction Capital, are undertaking a process to rearrange the ownership of their interests in Transaction Capital, but with no change in their absolute holdings in the company. In compliance with paragraphs 3.63 and 3.65 of the JSE Limited Listings Requirements (“Listings Requirements”), the following information is disclosed: Name of director Michael Paul Mendelowitz Name of company Transaction Capital Limited Date transaction was effected 11 July 2019 Class of security Ordinary shares Share price R19.06 Number of shares 59 333 333 Total value R1 130 893 327 Nature of transaction Off market disposal and acquisition of ordinary shares Nature of interest Indirect, non-beneficial Clearance obtained Yes Interest of associates The Mendelowitz family’s look through interest of 59 333 333 Transaction Capital shares, held by Everglen Capital (Pty) Ltd (“Everglen”), has been disposed of to the Rutland Trust by way of a distribution in kind. Mr. Mendelowitz is a trustee and discretionary contingent beneficiary of the Rutland Trust. The Rutland Trust holds 50% of the issued shares of Everglen. Name of director Roberto Rossi Name of company Transaction Capital Limited Date transaction was effected 11 July 2019 Class of security Ordinary shares Share price R19.06 Number of shares 59 333 334 Total value R1 130 893 346 Nature of transaction Off market disposal and acquisition of ordinary shares Nature of interest Indirect, non-beneficial Clearance obtained Yes Interest of associates The Rossi family’s look through interest of 59 333 334 Transaction Capital shares, held by Everglen, has been disposed of to the Sugar Tube Trust by way of a distribution in kind. Mr. Rossi is a trustee and discretionary contingent beneficiary of the Sugar Tube Trust. The Sugar Tube Trust holds 50% of the issued shares of Everglen. Change of beneficial interests As a result of the above, and in accordance with section 122(3)(b) of the Companies Act no. 71 of 2008 (as amended) (“the Act”), and paragraph 3.83(b) of the Listings Requirements, shareholders are hereby advised that the Company received formal notification of the following changes of beneficial interests in the Company: 1. Everglen has disposed of its entire 19.38% beneficial interest in the Company; 2. Rutland Trust has acquired a beneficial interest in the Company such that it now owns 9.69% of the issued ordinary share capital of the Company; and 3. Sugar Tube Trust has acquired a beneficial interest in the Company such that it now owns 9.69% of the issued ordinary share capital of the Company. As required in terms of section 122(3)(a) of the Act, the Company has filed the required notice with the Takeover Regulation Panel. Dunkeld West 12 July 2019 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 12/07/2019 05:15:00 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.