Notice in terms of section 45(5) of the Companies Act, 2008 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” or “the Company”) NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 2008 At the Annual General Meeting of the Company held on 11 March 2020, shareholders approved Special Resolution Number 3 in terms of which shareholders authorised the board to approve the granting of direct or indirect financial assistance as contemplated in section 45 of the Companies Act, 71 of 2008, as amended (“the Companies Act”), as more fully set out in the notice of annual general meeting included on page 167 of the integrated annual report (available at https://www.transactioncapital.co.za/results-reports.php). Shareholders are hereby notified in terms of section 45(5) of the Companies Act that pursuant to the passing of the above resolution, at the board meeting held on 12 March 2020, the board passed the corresponding board resolution authorising the Company to provide direct or indirect financial assistance as contemplated in section 45 of the Companies Act, the board having considered the necessary solvency and liquidity test and other requirements of section 45. Dunkeld West 17 March 2020 Enquiries: Morne Kok - Investor Relations Telephone: +27 (0) 11 049 6700 Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited). Date: 18-03-2020 07:15:00 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.