Results of the annual 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 No. 2016/130129/06) JSE share code: TCP Bond Company code: TCII ISIN: ZAE000167391 (“Transaction Capital”) RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Shareholders of Transaction Capital are advised that at the annual general meeting of shareholders held on Wednesday, 11 March 2020 (“Annual General Meeting”), in terms of the notice of Annual General Meeting distributed to shareholders on Tuesday, 21 January 2020, all of the resolutions tabled were passed by the requisite majority of votes cast by shareholders present in person or represented by proxy. The total number of voteable shares represented in person or by proxy at the Annual General Meeting was 450 629 405 shares, representing 73.45% of Transaction Capital’s issued share capital of 613 486 932 ordinary shares as at Friday, 6 March 2020, being the Voting Record Date. Shareholders are advised that the results of the Annual General Meeting are as follows: RESOLUTIONS AS SET OUT IN THE TOTAL SHARES VOTED SHARES NOTICE OF ANNUAL GENERAL ABSTAINED MEETING FOR AGAINST NUMBER %* %* (%) (%) Ordinary Resolution Number 1 Re-election of director M Herskovits 91.06 8.94 450 265 506 73.39 0.06 Ordinary Resolution Number 2 Re-election of director D Hurwitz 99.34 0.66 450 265 506 73.39 0.06 Ordinary Resolution Number 3 Re-election of director J Jawno 99.37 0.63 450 265 506 73.39 0.06 Ordinary Resolution Number 4 Re-election of director P Langeni 89.33 10.67 450 190 506 73.38 0.07 Ordinary Resolution Number 5 Election of director S Doherty 99.37 0.63 450 265 506 73.39 0.06 Ordinary Resolution Number 6 Appointment of members of audit, risk and compliance committee D Radley 91.59 8.41 450 265 506 73.39 0.06 RESOLUTIONS AS SET OUT IN THE TOTAL SHARES VOTED SHARES NOTICE OF ANNUAL GENERAL ABSTAINED MEETING FOR AGAINST NUMBER %* %* (%) (%) Ordinary Resolution Number 7 Appointment of members of audit, risk and compliance committee P Langeni 88.52 11.48 450 265 506 73.39 0.06 Ordinary Resolution Number 8 Appointment of members of audit, risk and compliance committee C Seabrooke 75.26 24.74 450 265 506 73.39 0.06 Ordinary Resolution Number 9 Appointment of members of audit, risk and compliance committee B Hanise 100.00 0.00 450 265 506 73.39 0.06 Ordinary Resolution Number 10** Appointment of Deloitte & Touche as auditors 75.10 24.90 449 222 974 73.22 0.23 Ordinary Resolution Number 11 Non-binding advisory vote on remuneration policy 83.08 16.92 450 168 028 73.38 0.08 Ordinary Resolution Number 12 Non-binding advisory vote on remuneration implementation report 83.92 16.08 450 166 428 73.38 0.08 Ordinary Resolution Number 13 Issue of securities for acquisitions in circumstances other than those covered by special resolution 5 99.07 0.93 450 243 506 73.39 0.06 Ordinary Resolution Number 14 Authority to act 100.00 0.00 450 265 106 73.39 0.06 Ordinary Resolution Number 15 Amendment of the Transaction Capital Limited Conditional Share Plan 100.00 0.00 450 243 106 73.39 0.06 Special Resolution Number 1 Approval of non-executive directors’ and committee members’ fees 100.00 0.00 450 241 028 73.39 0.06 Special Resolution Number 2 Approval of lead independent non- executive director’s fees 100.00 0.00 450 241 028 73.39 0.06 RESOLUTIONS AS SET OUT IN THE TOTAL SHARES VOTED SHARES NOTICE OF ANNUAL GENERAL ABSTAINED MEETING FOR AGAINST NUMBER %* %* (%) (%) Special Resolution Number 3 Authority to provide financial assistance in terms of section 45 of the Companies Act 99.16 0.84 450 263 028 73.39 0.06 Special Resolution Number 4 Authority to provide financial assistance in terms of section 44 of the Companies Act 100.00 0.00 450 263 028 73.39 0.06 Special Resolution Number 5 General authority to repurchase securities 97.80 2.20 450 249 609 73.39 0.06 Special Resolution Number 6 General authority to allot and issue authorised but unissued securities for cash 94.82 5.18 450 263 028 73.39 0.06 * Expressed as a percentage of a total of 613 486 932 Transaction Capital ordinary shares in issue as at Friday, 6 March 2020, being the Voting Record Date. ** Shareholders are advised that Ordinary Resolution Number 10 has been modified to replace Mr P Stedall with Mr S Munro as the individual auditor classified as the designated auditor following Mr P Stedall’s resignation from Deloitte & Touche. Dunkeld West 11 March 2020 Enquiries: Morne Kok Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited) 3 Date: 11-03-2020 12:46:00 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.