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 number: 2016/130129/06
             JSE share code: TCP                                  Bond company code: TCII
             ISIN: ZAE000167391                            LEI: 378900AA31160C6B8195
   (“Transaction Capital” or “the company” or
                  “the group”)



MARKET UPDATE, FURTHER TRADING STATEMENT AND NOTICE OF INVESTOR
WEBINAR

Further to Transaction Capital’s pre-close update in respect of the half year ending 31 March 2023,
released on SENS on 13 March 2023, the board of directors (“the board”) advises shareholders
that core earnings per share (“EPS”) from continuing operations are expected to be between 46%
and 41% below the prior corresponding period.

For the 12 months ending 30 September 2023, core EPS from continuing operations are forecast
to be between 24% to 19% below the prior corresponding period, based upon an anticipated
stronger second half (refer to the trading statement at the end of this announcement).

Acquisition of additional 15% stake in WeBuyCars
Shareholders are referred to the announcement released on SENS on 8 September 2022 in terms
of which shareholders were advised of Transaction Capital’s strategic intent to increase its
shareholding in WeBuyCars by a further 15%. The proposed terms of the accelerated transaction
referred to therein requires that 30% of the purchase consideration be settled with an issuance of
Transaction Capital shares to the vendors. In light of the current share price, the board has resolved
not to issue Transaction Capital shares at this time. As such, the accelerated transaction will not
be concluded as previously communicated to shareholders. This is in agreement with the vendors.
A further consequence of this decision is the company retaining the cash portion of the purchase
consideration.

The acquisition of the additional 15% stake in WeBuyCars will be effected in accordance with the
existing put and call arrangements. This enables the purchase of this 15% stake in two equal
tranches, in September 2023 and September 2024 (details are set out in the announcement
released on SENS on 22 September 2021).

Funding update
The board confirms, there are no cross default clauses between Nutun, WeBuyCars and SA Taxi
(“the subsidiaries”) and there are no holding company guarantees to the subsidiaries. In addition,
there are no repricing triggers on any funding in the group.

The board is currently not contemplating any issue of shares and is comfortable with the group’s
liquidity position.




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Founders’ shareholding
The founders of the company (Jonathan Jawno, Michael Mendelowitz and Roberto Rossi) are
indirect beneficial holders of 109 million Transaction Capital shares through Pilatucom Holdings
Limited (as stated in the annual financial statements for the period ended September 2022). These
shares have been pledged as security against a general finance facility related to the founders.
The last trade that the founders executed in relation to their Transaction Capital shareholding was
in the accelerated bookbuild announced on SENS on 18 February 2020. The founders have further
advised the board that there are no circumstances under which a reduction of the Transaction
Capital share price will trigger a forced sale of shares based on unrelated security pledged in
respect of the facility.

Further Trading Statement
Shareholders were advised in the pre-close update in respect of the half year ending 31 March
2023, released on SENS on 13 March 2023, that a further trading statement would be released
once there was reasonable certainty on the specific ranges, in line with section 3.4 (b) (iii) of the
JSE Listings Requirements. In this regard, a further trading statement is provided below.

It is management’s view that the most appropriate metric to measure performance is core EPS
from continuing operations.

                                                          6 months ending
                                31-Mar-23                      31-Mar-23            31-Mar-22
                         Expected number range         Expected percentage range    Unaudited


 Continuing Earnings for the 6 months ending 31 March 2023
 Core EPS                 45.2 cents to 49.2 cents            -46% to -41%           83.7 cents
 Basic EPS              -185.8 cents to -182.1 cents         -356% to -351%          72.6 cents
 Headline EPS            -186 cents to -182.4 cents          -356% to -351%          72.6 cents


 Total Earnings for the 6 months ending 31 March 2023
 Core EPS                 31.6 cents to 35.7 cents            -62% to -57%           83.6 cents
 Basic EPS              -199.3 cents to -195.8 cents         -375% to -370%          72.5 cents
 Headline EPS           -199.5 cents to -196.1 cents         -375% to -370%          72.5 cents
 NAV per share         1209.8 cents to 1476.9 cents           -14% to 6%           1405.6 cents


                                                         12 months ending
                                30-Sep-23                      30-Sep-23            30-Sep-22
                         Expected number range         Expected percentage range     Audited


 Continuing Earnings for the full year ending 30 September 2023
 Core EPS                131.1 cents to 139.3 cents           -24% to -19%          172.5 cents
 Basic EPS               -120 cents to -108.7 cents          -152% to -147%         231.9 cents
 Headline EPS           -120.1 cents to -109.2 cents         -154% to -149%         224.3 cents


 Total Earnings for the full year ending 30 September 2023
 Core EPS                93.3 cents to 101.4 cents            -44% to -40%          167.9 cents
 Basic EPS              -157.6 cents to -146.8 cents         -169% to -165%         227.4 cents
 Headline EPS           -157.7 cents to -147.2 cents         -172% to -167%         219.8 cents
 NAV per share         1206.0 cents to 1514.9 cents           -22% to -2%           1548.6 cents




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1.   Core headline earnings from continuing operations is a non-IFRS measure which excludes once-off non-recurring
     adjustments, adjustments on put and call options over non-controlling interests, acquisition costs as well as specified
     items if the gain/loss is not considered part of Transaction Capital’s normal operations.
2.   NAV per share has been defined as Equity attributable to ordinary equity holders of the parent adjusted for put and
     call options divided by number of ordinary shares in issue.
3.   Full year forecasts are based on assumptions relating to the macroeconomic factors impacting each of our
     divisions discussed under the operational update in the pre-close SENS released on 13 March 2023.
4.   The decision of the board to dispose of the SA Taxi auto business requires the auto business to be accounted for
     as discontinued operations in terms of IFRS 5. This disclosure imposes the requirement to restate prior period
     earnings to ensure appropriate comparative information.This restatement will be disclosed in the financial results
     announcement for the half year ending 31 March 2023 and is not material.

Shareholders are advised that the forecast information contained in this announcement has not
been reviewed or reported on by the group’s external auditors and is the responsibility of the board.

Notice of investor webinar
Shareholders are advised that Transaction Capital will host a investor conference webinar at 17h30
(South Africa time) on Thursday, 23 March 2023.

Please send an email to tc-investor-relations@transactioncapital.co.za to register. A replay will
be available shortly after the end of the call on the Transaction Capital website:
https://www.transactioncapital.co.za/investor-relations-overview/transaction-capital-limited/


Rosebank
20 March 2023

Enquiries:
Nomonde Xulu - Investor Relations
Email: nomondex@transactioncapital.co.za

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




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