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Previous Dealings in Transaction Capital Shares by an Associate of the Chief Executive Officer

Published: 2023-03-15 18:29:27 ET
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                                                                 TransCapital Investments Limited
             Transaction Capital Limited
                                                           (Incorporated in the Republic of South Africa)
  (Incorporated in the Republic of South Africa)
                                                               Registration Number: 2016/130129/06
       Registration Number: 2002/031730/06
                                                                      Bond company code : TCII
                 JSE share code: TCP
                 ISIN: ZAE000167391
     (“Transaction Capital” or “the Company”)

PREVIOUS DEALINGS IN TRANSACTION CAPITAL SHARES BY AN ASSOCIATE OF THE CHIEF
EXECUTIVE OFFICER OF TRANSACTION CAPITAL

Shareholders are referred to the Pre-close update and Trading Statement in respect of the half year ending
31 March 2023 and notice of changes to Transaction Capital Limited’s Board of Directors released on SENS
on 13 March 2023 (‘’the Statement’’).

Shareholders are also referred to the SENS announcement released on 19 December 2022 relating to
dealing in Transaction Capital shares (‘’the Share Sales’’) by an associate (‘’the Trust’’) of David Hurwitz, the
Transaction Capital Chief Executive Officer (‘’the TC CEO’’).

There has been speculation in the press and direct queries from a number of shareholders relating to the
Share Sales in the context of the disclosures in the Statement.

The Company confirms that the correct procedures were followed by the TC CEO in that:
    • The TC CEO advised the Company Chairman and Company Secretary that the Trust was in breach
       of certain covenants relating to debt it held from its bankers against the Transaction Capital shares
       owned by the Trust;
    • The TC CEO accordingly requested permission for the Trust to sell 1 600 000 of the Transaction
       Capital shares it held to reduce its debt on the basis that the Trust would retain the balance of
       2 349 882 Transaction Capital shares held by it;
    • In considering the matter and after consulting with some of the other Transaction Capital directors,
       the Chairman approved the Share Sales after noting that the results for the year ended 30
       September 2022 had been released to the market and there was no price sensitive information or
       inside information of which he or the other directors consulted, were aware that should preclude
       permission to deal; and
    • The TC CEO caused the Trust to effect the Share Sales between 13 - 19 December 2022 in
       accordance with the authority granted.

Shareholders are also advised that there have been no other sales of Transaction Capital shares by the TC
CEO, the Trust or any other associates of the TC CEO since the Share Sales.

Rosebank
15 March 2023

Enquiries:
Lisa Lill – Company Secretary
Telephone: +27 84 4006158

Sponsors:
Equity Sponsor: Investec Bank Limited
Debt Sponsor: Rand Merchant Bank (A division of FirstRand Bank Limited)