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) Date: 07/03/2019 04:18:00 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.