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 No: 2002/031730/06 (Registration No. 2016/130129/06) JSE share code: TCP JSE debt code: TCII ISIN: ZAE000167391 ("Transaction Capital" or "the Company") RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS Shareholders of Transaction Capital are referred to the circular incorporating a notice of general meeting distributed on Tuesday, 6 August 2019 ("Circular"). At the general meeting of shareholders held on Thursday, 5 September 2019 ("General Meeting") both the resolutions tabled were passed by the requisite majority of votes cast by shareholders present in person or represented by proxy. As at Friday 30 August 2019 ("Voting Record Date"), Transaction Capital had 612 535 414 ordinary shares in issue. In terms of the JSE Limited Listings Requirements and as set out in the Circular, the Proposed Transaction is a related party transaction. The number of shares held by the related parties and not eligible to vote was 178 000 000 shares (which represents 29% of the shares in issue). Consequently, the number of shares eligible to vote as at the Voting Record Date was 434 535 414 shares. The total number of shares represented in person or by proxy at the General Meeting (excluding the related parties) was 347 348 412 shares, of which 346 425 585 exercised their votes. The details of the results of the General Meeting are as follows: RESOLUTIONS AS SET OUT IN THE TOTAL SHARES VOTED SHARES EXERCISED NOTICE OF GENERAL MEETING ABSTAINED VOTES NUMBER FOR AGAINST %** %** %* %* Ordinary Resolution Number 1 Approval of the Proposed Transaction and the Agreement 346 425 585 83.08% 16.92% 0.21% 79.72% Ordinary Resolution Number 2 Authority to implement the Proposed Transaction 346 425 585 83.08% 16.92% 0.21% 79.72% * Expressed as a percentage of the total number of shares voted. ** Expressed as a percentage of shares eligible to vote of 434 535 414 as at the Voting Record Date. Dunkeld West 5 September 2019 Enquiries: Phillipe Welthagen - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 05/09/2019 05:41:00 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.