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Results of the AGM of Shareholders, Declaration Announcement and Salient Dates for the Change of Company Name
Transaction Capital Limited Nutun Investments Limited
(Incorporated in the Republic of South Africa) (formerly known as "TransCapital Investments Limited")
Registration number: 2002/031730/06 (Incorporated in the Republic of South Africa)
JSE share code: TCP Registration number: 2016/130129/06
ISIN: ZAE000167391 Bond company code: TCII
("Transaction Capital" or "the company") LEI: 378900AA31160C6B8195
RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS, DECLARATION ANNOUNCEMENT AND SALIENT DATES FOR
THE CHANGE OF COMPANY NAME
Shareholders of Transaction Capital are advised that at the annual general meeting of shareholders held on
Tuesday, 4 March 2025 ("Annual General Meeting"), all of the resolutions tabled were passed by the requisite
majority of votes cast by shareholders represented in person or by proxy.
The total number of voteable shares represented in person or by proxy at the Annual General Meeting was
634 762 950 ordinary shares, representing 80.93% of Transaction Capital's issued share capital of 784 313 142
ordinary shares as at Friday, 21 February 2025, being the Voting Record Date.
Shareholders are advised that the Audited Financial Statements are available on the Transaction Capital website.
The Social, Ethics and Sustainability Committee report is contained on page 10 of the Annual Financial
Statements.
The results of the Annual General Meeting are as follows:
RESOLUTIONS AS SET OUT IN VOTES CAST NUMBER OF SHARES SHARES ABSTAINED
THE NOTICE OF THE DISCLOSED AS A SHARES VOTED DISCLOSED AS A
ANNUAL GENERAL MEETING PERCENTAGE IN VOTED DISCLOSED PERCENTAGE IN
RELATION TO THE AS A RELATION TO THE
TOTAL NUMBER PERCENTAGE TOTAL ISSUED
OF SHARES IN RELATION SHARES*
VOTED AT THE TO THE
MEETING TOTAL
ISSUED
SHARES*
FOR AGAINST
Ordinary Resolution Number 1
Re-election of a director
I Kirk 99.24% 0.76% 634 438 227 80.89% 0.04%
Ordinary Resolution Number 2
Re-election of a director
D Radley 95.64% 4.36% 634 438 227 80.89% 0.04%
Ordinary Resolution Number 3
Re-election of a director
A Kekana 99.17% 0.83% 634 438 227 80.89% 0.04%
Ordinary Resolution Number 4
Appointment of members of the
social, ethics and sustainability
committee (who shall also act as
chairperson)
S Kana 95.68% 4.32% 634 438 217 80.89% 0.04%
Ordinary Resolution Number 5
Appointment of members of the
Social, ethics and sustainability
committee
I Kirk 99.24% 0.76% 634 438 217 80.89% 0.04%
Ordinary Resolution Number 6
Appointment of members of the
social, ethics and sustainability
committee
A Kekana 99.15% 0.85% 634 438 227 80.89% 0.04%
Ordinary Resolution Number 7
Appointment of members of the
audit and risk committee (who
shall also act as chairperson)
D Radley 95.64% 4.36% 634 438 227 80.89% 0.04%
Ordinary Resolution Number 8
Appointment of members of the
audit and risk committee
S Kana 94.95% 5.05% 634 438 227 80.89% 0.04%
Ordinary Resolution Number 9
Appointment of members of the
audit and risk committee
A Kekana 99.17% 0.83% 634 438 227 80.89% 0.04%
Ordinary Resolution Number 10
Appointment of auditors
PWC 99.99% 0.01% 634 437 217 80.89% 0.04%
Ordinary Resolution Number 11 88.30% 11.70% 634 437 217 80.89% 0.04%
Non-binding advisory vote on
remuneration policy
Ordinary Resolution 83.21% 16.79% 634 437 217 80.89% 0.04%
Number 12
Non-binding advisory vote
on remuneration
implementation report
Ordinary Resolution Number 13 75.36% 24.64% 634 438 217 80.89% 0.04%
Issue of securities for
acquisitions
Ordinary Resolution Number 14 100% 0.00% 634 438 227 80.89% 0.04%
Authority to act
Special Resolution Number 1 99.63% 0.37% 634 437 217 80.89% 0.04%
Approval of non-executive
directors'
and committee members' fees
Special Resolution Number 2 99.24% 0.76% 634 438 227 80.89% 0.04%
Authority to provide financial
assistance in terms of section 44
of the Companies Act
Special Resolution Number 3 92.07% 7.93% 634 438 227 80.89% 0.04%
Authority to provide financial
assistance in terms of section 45
of the Companies Act
Special Resolution Number 4 95.85% 4.15% 634 438 227 80.89% 0.04%
Annual general authority to
repurchase securities
Special Resolution Number 5 79.42% 20.58% 634 438 217 80.89% 0.04%
Annual general authority to
allot and issue authorised but
unissued securities for cash
Special Resolution Number 6 75.86% 24.14% 634 438 217 80.89% 0.04%
Authority to issue shares to
persons contemplated in
section 41 of the Companies Act
pursuant to authorities
contemplated in ordinary
resolution number 13 and
special resolution number 5
Special Resolution 7 99.99% 0.01% 634 438 227 80.89% 0.04%
Change of company name
Special Resolution 8 100% 0.00% 634 438 217 80.89% 0.04%
Amendment of Memorandum
of Incorporation
*Expressed as a percentage of a total of ordinary shares in issue as at Friday, 21 February 2025, being the Voting
Record Date.
Shareholders are advised that special resolutions number 7 and 8 in relation to the change of company name
from "Transaction Capital Limited" to "Nutun Limited" (short name NUTUN and JSE share code: NTU) and the
amendment to the MoI must be registered with the Companies and Intellectual Property Commission.
Accordingly, the salient dates and times in respect of the change of company name will be as follows:
Expected date for release of the finalisation information in respect of the Tuesday, 18 March 2025
change of company name, by 11h00
Expected last day to trade in existing shares on the JSE prior to the change of Tuesday, 25 March 2025
company name
Expected date of termination of trading under old name "Transaction Capital Wednesday, 26 March 2025
Limited"
Expected trading in the new name of Nutun Limited to commence on Wednesday, 26 March 2025
Expected record date in respect of the change of company name Friday, 28 March 2025
Expected date on which the accounts of dematerialised shares with their CSDP Monday, 31 March 2025
or brokers will be updated with the new name and certificated shareholders will
have their entitlements credited to their account
Notes:
- Share certificates in the name of Transaction Capital Limited may not be dematerialised or rematerialised
after the last day to trade prior to the change of name, being Tuesday, 25 March 2025.
The company will retain its historical financial and trading reference data.
Sandton
4 March 2025
Enquiries: Lisa Lill - Company Secretary
Email: lisal@transactioncapital.co.za
Sponsors:
Equity Sponsor: Investec Bank Limited
Debt Sponsor: Merchantec Capital
Date: 04-03-2025 04:37:00
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