TRANSACTION CAPITAL LIMITED - Road Cover Disposal Update and Mobalyz Financial Commitment, Nutun Funding Commitment and Withdrawal of Cautionary

Road Cover Disposal Update and Mobalyz Financial Commitment, Nutun Funding Commitment and Withdrawal of Cautionary

Transaction Capital Limited                                 Nutun Investments Limited
(Incorporated in the Republic of South Africa)              (formerly "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


UPDATE ON ROAD COVER DISPOSAL AND FINAL FINANCIAL COMMITMENT TO MOBALYZ, R2.45 BILLION NUTUN FUNDING COMMITMENT
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION

Shareholders are referred to the SENS announcement issued by Transaction Capital on 27 September 2024
in which shareholders were advised of the Road Cover Disposal and the Transaction Capital defined financial
commitment to Mobalyz, amongst other matters. Shareholders are also referred to the SENS announcements
issued by Transaction Capital on 30 October 2024 and 2 December 2024, respectively wherein shareholders
were notified of the ongoing Commitment Negotiations.

Transaction Capital also wishes to update its shareholders regarding additional funding commitments which,
once concluded, will substantially enhance Nutun's liquidity and long-term funding position.

2. UPDATE ON ROAD COVER DISPOSAL AND FINAL FINANCIAL COMMITMENT BY TRANSACTION
   CAPITAL TO MOBALYZ

As set out in the aforementioned announcements, the Road Cover Disposal to SA Taxi Holdings Proprietary
Limited ("SATH") for a purchase price of R160 million on loan account (the "Road Cover Contribution") was
subject to a resolutive condition, with the long stop date last extended to 13 December 2024.

Transaction Capital advises shareholders that it is on track to sign a commitment agreement and have all
suspensive conditions therein either fulfilled or waived by 13 December 2024, on which date it expects to have
finality on the status of the resolutive condition for the Road Cover Disposal mentioned above.

SATH will benefit from the ownership of Road Cover, which will assist with its turnaround strategy.

Transaction Capital also advises shareholders that it has reached agreement with its main banking partners
("Bank Funders") in order to secure additional senior funding support for the Nutun group ("Commitment
Agreement"). Although the Commitment Agreement remains to be signed, the Bank Funders have credit
approval to proceed therewith.

In terms of the Commitment Agreement, Transaction Capital will undertake to apply an amount equal to 90%
of each Nutun dividend declared and paid by Nutun Holdings Proprietary Limited ("Nutun Holdings") to
Transaction Capital, in the ordinary course of business up to, but not exceeding R200 million, to be applied for
the benefit of Mobalyz and/or its stakeholders ("Nutun Dividend Contribution"). In the event that R200 million
is not fully deployed by Transaction Capital by November 2026, then the amount increases to R250 million.

Shareholders and funders of Nutun are advised that the dividend policy of Nutun Holdings and the financial
covenants applicable to the Nutun group remain unchanged for the purpose of the Nutun Dividend
Contribution.

The Road Cover Contribution and Nutun Dividend Contribution comprise the final commitment by Transaction
Capital to Mobalyz and/or its stakeholders although Transaction Capital will continue to hold a minority
shareholding interest in Mobalyz and thereby have a vested interest in its success. These commitments should
better position Mobalyz management to deliver a successful turnaround which is key to all the stakeholders of
the Mobalyz business.

3.   R2.45 BILLION NUTUN FUNDING COMMITMENT

The Bank Funders will undertake, during the period of 36 months from 30 September 2024 ("Commitment
Period"), to maintain and renew all and any of the Nutun group facilities which mature at any time during the
Commitment Period on substantially the same or better terms ("Nutun Funding Commitment").

The total facilities which are subject to the Nutun Funding Commitment are R2.45 billion. This will accordingly
enhance the liquidity and funding runway of the Nutun group to deliver on its medium to long term objectives.

4. CLOSING REMARKS AND INFORMATION

The Road Cover Commitment and the Nutun Dividend Contribution represents the final contribution by
Transaction Capital to Mobalyz and/or its stakeholders.

The Nutun Funding Commitment represents a key achievement for the group as Transaction Capital migrates
to Nutun as a strong, stand-alone listed global Business Processing Outsourcing and NPL book buying
business. The last milestone is the proposed name change of Transaction Capital Limited to Nutun Limited, to
be approved by Transaction Capital shareholders in early March 2025, in accordance with the Companies Act
and JSE Listings Requirements.

Shareholders are advised to reference Transaction Capital's results for the full year ended 30 September 2024
which have been released on SENS contemporaneously herewith.

5. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are advised that, as a result of the publication of this announcement, the Cautionary
Announcement released on SENS on 5 September 2024 is hereby withdrawn. Shareholders will nonetheless
be notified once the Commitment Agreement has been signed and become unconditional in accordance with
its terms.

Sandton
12 December 2024

JSE equity sponsor:
Investec Bank Limited

JSE debt sponsor:
Merchantec Capital

Legal Advisor to the company:
Werksmans Attorneys

Enquiries:
TC-Investor-Relations@transactioncapital.co.za

Date: 12-12-2024 11:46:00
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