TRANSACTION CAPITAL LIMITED - Results of the annual general meeting of shareholders

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" or "the company" or "the group")

RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Shareholders of Transaction Capital are advised that at the annual general meeting of shareholders
held on Thursday, 7 March 2019 ("Annual General Meeting"), in terms of the notice of Annual General
Meeting distributed to shareholders on Monday, 28 January 2019, 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 496 865 781 shares, representing 81.24% of Transaction Capital’s issued share capital of 611 609
074 ordinary shares as at Friday, 1 March 2019, 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
  K Pillay                              100.00       0.00     495 230 346      80.97        0.27
Ordinary Resolution Number 2
Re-election of director
  R Rossi                                93.41       6.59     495 230 346      80.97        0.27
Ordinary Resolution Number 3
Re-election of director
  M Mendelowitz                          99.49       0.51     496 822 948      81.23        0.01
Ordinary Resolution Number 4
Election of director
  D Radley                              100.00       0.00     495 230 346      80.97        0.27
Ordinary Resolution Number 5
Election of director
  B Hanise                               97.56       2.44     495 230 346      80.97        0.27
Ordinary Resolution Number 6
Appointment of members of audit,
risk and compliance committee
  D Radley                              100.00       0.00     496 822 948      81.23        0.01
Ordinary Resolution Number 7
Appointment of members of audit,
risk and compliance committee
  P Langeni                              93.68       6.32     496 822 948      81.23        0.01
Ordinary Resolution Number 8
Appointment of members of audit,
risk and compliance committee
  C Seabrooke                            71.39      28.61     496 822 948      81.23        0.01
Ordinary Resolution Number 9
Appointment of members of audit,
risk and compliance committee
  B Hanise                              100.00       0.00     496 822 948      81.23        0.01
Ordinary Resolution Number 10
Appointment of Deloitte & Touche
as auditors                              98.56       1.44     496 723 479      81.22        0.02
Ordinary Resolution Number 11
Non-binding advisory vote on
remuneration policy                      80.87      19.13     494 986 242      80.93        0.31
Ordinary Resolution Number 12
Non-binding advisory vote on
remuneration implementation
report                                   93.99       6.01     495 230 342      80.97        0.27
Ordinary Resolution Number 13
Issue of securities for acquisitions     96.77       3.23     495 230 346      80.97        0.27
Ordinary Resolution Number 14
Authority to act                        100.00       0.00     496 822 948      81.23        0.01
Special Resolution Number 1
Approval of non-executive
directors’ and committee members’
fees                                    100.00       0.00     495 230 346      80.97        0.27
Special Resolution Number 2**
Authority to provide financial
assistance in terms of section 45 of
the Companies Act                        99.48       0.52     496 822 948      81.23        0.01
Special Resolution Number 3
Authority to provide financial
assistance in terms of section 44 of
the Companies Act                        99.48       0.52     496 822 948      81.23        0.01
Special Resolution Number 4
General authority to repurchase
securities                               99.17       0.83     496 822 948      81.23        0.01
Special Resolution Number 5
General authority to allot and issue
authorised but unissued securities
for cash                                 90.56       9.44     496 822 948      81.23        0.01
Special Resolution Number 6
Approval of the provision of
financial assistance in terms of
section 44 of the Companies Act
under the equity partnership
transaction entered into between
SA Taxi and SANTACO                      100.00      0.00     496 822 248      81.23        0.01
Special Resolution Number 7**
Approval of the provision of
financial assistance in terms of
section 45 of the Companies Act
under the equity partnership
transaction entered into between
SA Taxi and SANTACO                      100.00      0.00     496 822 248     81.23         0.01

*Expressed as a percentage of a total of 611 609 074 Transaction Capital ordinary shares in issue as
at Friday, 1 March 2019, being the Voting Record Date.
**Shareholders are hereby notified in terms of section 45(5) of the Companies Act that the board has
passed corresponding resolutions in relation to Special Resolution Number 2 and Special
Resolution Number 7.


Dunkeld West
7 March 2019

Enquiries:
Phillipe Welthagen - Investor Relations
Telephone: +27 (0) 11 049 6700

Sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)




                                                                                                 

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