Transaction Capital Motor Holdco Proprietary Limited (âTCMHâ), a wholly-owned subsidiary of Transaction
Capital, has concluded a subscription agreement, a sale agreement and a warranty agreement (collectively
âtransaction agreementsâ) to (i) subscribe for shares in WBC Holdings Proprietary Limited (âWBC Holdcoâ) and
acquire shares from certain of the existing shareholders in WBC Holdco (âsubscription and sale transactionâ);
and (ii) exchange the existing shares held by TCMH in We Buy Cars Proprietary Limited (âWeBuyCarsâ) for
newly issued shares in WBC Holdco (âexchange transactionâ), such that following the implementation of the
transaction agreements, TCMH will hold 74.9% of the issued shares in WBC Holdco on a fully diluted basis (the