Notice of change of beneficial interest in transaction capital and dealings in securities by associates of directors 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”) NOTICE OF CHANGE OF BENEFICIAL INTEREST IN TRANSACTION CAPITAL AND DEALINGS IN SECURITIES BY ASSOCIATES OF DIRECTORS Shareholders are referred to the announcements released on the Stock Exchange News Service on 18 February 2020 and 19 February 2020 relating to the disposal of Transaction Capital shares by the Company’s founders, Jonathan Jawno, Michael Mendelowitz and Roberto Rossi through their respective shareholding vehicles, Pilatucom Holdings Limited, Rutland Trust and Sugar Tube Trust via an accelerated book build offering. In this regard, the following information is disclosed: In compliance with paragraphs 3.63 and 3.65 of the JSE Limited Listings Requirements, the following additional information is disclosed: Directors Dealings Name of director Jonathan Michael Jawno Name of company Transaction Capital Limited Date transaction was effected 18 February 2020 Class of security Ordinary shares Share price R23.50 Number of shares 23 000 000 Total value R540 500 000 Nature of transaction Off-market disposal by Pilatucom Holdings Limited of ordinary shares Nature of interest Indirect, non-beneficial Clearance obtained Yes Nature and extent of director’s interest Pilatucom Holdings Limited (an associate of Mr Jawno), and all the shares of which are held by a trust of which Mr Jawno is a discretionary contingent beneficiary, has disposed of 23 000 000 Transaction Capital shares. The shares sold were under pledge for finance facilities. They were released from the pledge on sale. Pilatucom now owns 36 333 333 (5.91%) of the issued ordinary share capital of the company. Name of director Michael Paul Mendelowitz Name of company Transaction Capital Limited Date transaction was effected 18 February 2020 Class of security Ordinary shares Share price R23.50 Number of shares 23 000 000 Total value R540 500 000 Nature of transaction Off-market disposal by Rutland Trust of ordinary shares Nature of interest Indirect, non-beneficial Clearance obtained Yes Nature and extent of director’s interest Rutland Trust (an associate of Mr Mendelowitz), of which Mr Mendelowitz is a trustee and discretionary contingent beneficiary, has disposed of 23 000 000 Transaction Capital shares. The shares sold were under pledge for finance facilities. They were released from the pledge on sale. Rutland Trust now owns 36 333 333 (5.91%) of the issued ordinary share capital of the company. Name of director Roberto Rossi Name of company Transaction Capital Limited Date transaction was effected 18 February 2020 Class of security Ordinary shares Share price R23.50 Number of shares 23 000 000 Total value R540 500 000 Nature of transaction Off market disposal by Sugar Tube Trust of ordinary shares Nature of interest Indirect, non-beneficial Clearance obtained Yes Nature and extent of director’s interest Sugar Tube Trust (an associate of Mr Rossi), of which Mr Rossi is a trustee and discretionary contingent beneficiary, has disposed of 23 000 000 Transaction Capital shares. The shares sold were under pledge for finance facilities. They were released from the pledge on sale. Sugar Tube Trust now owns 36 333 334 (5.91%) of the issued ordinary share capital of the company. Change of beneficial interest in Transaction Capital As required in terms of paragraph 3.83(b) of the JSE Limited Listings Requirements and section 122(3)(a) of the Companies Act, 71 of 2008, the required notice has been filed with the Takeover Regulation Panel. Dunkeld West 21 February 2020 Enquiries: Morne Kok - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 21-02-2020 11:53:00 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.