Integrated Annual Report 2013 - MiX Telematicsinvestor.mixtelematics.com/.../MiX_Telematics_Annual_Report_2013.pdfՔ Matrix Vehicle Tracking (which later became MiX Telematics) is

Integrated Annual Report 2013

MiX

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A Journey of DiscoveryTo make information meaningful and put it to good use is a journey of discovery for both MiX Telematics and our customers. As a global leader in our field, we pride ourselves on being at the forefront of this very topic – and in many ways for mastering the conversion of information into valuable insight.

MiX Telematics communicates and analyses high volumes of vehicle and driver data on a daily basis. The result is that thousands of people now rely on our solutions as a means to manage the performance and well-being of their mobile assets.

Stefan Joselowitz

Chief Executive Officer, MiX Telematics

1MiX TelematicsIntegrated Annual Report 2013

ContentsOverview of MiX

4 Profile

4 Scope of this Report

5 Summarised Results

6 Financial Highlights

7 Non-financial Highlights

8 Group Structure and History

10 Global Presence and Key Statistics

Leadership Commentary

12 Chairman’s Report

14 Chief Executive Officer’s Report

Business and Strategy

20 Our Business Model

21 Stakeholders

22 What We Do

26 Vision, Mission, Strategy, Values

Operational Performance

28 Development

30 Sustainability Review

Governance and Accountability

42 Group Executive and Non-Executive Directors

46 Social and Ethics Committee Report

48 Governance Structures and Systems

52 Risk Management

53 Information Technology Review

Financial Reports

56 Financial Reports

Notice of Meeting and Company Information

132 Notice of Annual General Meeting

139 Company Information

140 Company Offices

141 Form of Proxy

2 MiX TelematicsIntegrated Annual Report 2013


AmbitiousMiX Telematics is a leading global provider of fleet and mobile asset management solutions delivered as software-as- a-service, or SaaS. While expanding through an extensive global distribution network, we employ over 900 people who are dedicated to the design, development, sales and support of our products and services.


ProfileMiX Telematics is a leading global provider of fleet and mobile asset management solutions delivered as software-as-a-service, or SaaS. Our solutions deliver a measurable return by enabling our customers to manage, optimise and protect their investments in commercial fleets or personal vehicles. We generate actionable intelligence that enables a wide range of customers, from large enterprise fleets to small fleet operators and consumers, to reduce fuel and other operating costs, improve efficiency, enhance regulatory compliance, promote driver safety, manage risk and mitigate theft. MiX Telematics solutions rely on our proprietary, highly scalable technology platform, which allows us to collect, analyse and deliver data from our customers’ vehicles. Using an intuitive, web-based interface, our fleet customers can access large volumes of historical and real-time data, monitor the location and status of their drivers and vehicles and view a wide selection of reports and key performance indicator dashboards. The Company is listed on the Johannesburg Stock Exchange (“JSE”), under the share code “MIX”, and has offices in Australia, Brazil, South Africa, Uganda, the United Arab Emirates, the United Kingdom and the United States.

The Group has been built on an ethos of partnership and entrepreneurship.

Scope of this ReportIn line with the recommendation of the King Report on Corporate Governance in South Africa (“King III”), MiX has endeavoured to integrate the financial and non-financial aspects of its reporting to support the information needs of all the Group’s stakeholders and to provide a more holistic view of the year under review. This report covers the activities of MiX for the 12 months ended 31 March 2013, unless otherwise stated.

The integrated report provides stakeholders with:

Ք An overview of the MiX Group

Ք A review of the governance performance

Ք Risks and opportunities

Ք An overview of remuneration practices and human resources

Ք A detailed review of the financial performance for the 2013 financial year

Ք The Chairman’s and management’s review of performance for the 2013 financial year

The information included in the Integrated Annual Report has been provided in accordance with International Financial Reporting Standards (“IFRS”), the requirements of the South African Companies Act 2008, the JSE Listings Requirements and King III.

Overview of MiX

View further information about the Group online:www.mixtelematics.com


Overview of MiX

Summarised Results

2013R’000

2012R’000

2011 R’000

FinancialRevenue 1 171 480 1 018 482 886 604EBITDA 284 540 237 552 200 143Operating profit 181 196 146 388 117 180Net finance costs 1 330 2 873 11 432Profit for the year 128 471 103 240 71 501Headline earnings 132 352 104 679 74 542Adjusted headline earnings 141 129 123 453 92 716Total assets, excluding cash and cash equivalents 1 005 086 949 721 884 201Cash and cash equivalents 147 702 118 695 110 007Equity attributable to shareholders 867 874 772 090 682 935Total interest-bearing debt including overdraft 59 477 73 106 103 546Capital expenditure* 94 147 77 466 81 689

liquidityCash generated from operations* 287 847 192 477 214 541Net cash 88 225 45 589 6 461

RatiosEffective tax rate (%) 28.6 28.1 32.4Net interest cover 136.2 51.0 10.3Adjusted headline earnings to shareholders’ equity return (%) 16.3 16.0 13.6

shaRe peRFoRmance and statisticsEarnings per share (basic) (cents) 19.5 15.7 10.9Headline earnings per share (basic) (cents) 20.1 15.9 11.3Adjusted headline earnings per share (basic) (cents) 21.4 18.8 14.1Weighted average number of shares in issue ('000) 658 456 657 045 657 000Share price 31 March 370 175 123 High (cents) 400 180 153 Low (cents) 165 110 100Dividend per share (cents) 10.0 8.0 6.0Dividend cover (based on adjusted headline earnings) 2.1 2.4 2.4

numbeR oF employees 937 824 765

*2012 and 2011 have been restated.

Revenue (Rm)

887

1 01

8

1 17

1

’11 ’12 ’13

EBITDA (Rm)

200 23

8 285

’11 ’12 ’13

Ove

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f MiX


Earnings per share – basic (cents)

’11 ’12

10.9

15.7 19

.5

’13

Headline earnings per share – basic (cents)

’11 ’12 ’13

11.3 15

.9 20.1

Adjusted headline earningsper share – basic (cents)

14.1 18

.8 21.4

’11 ’12 ’13

Net asset value per share (cents)

103.

9

117.

5

131.

5

’11 ’12 ’13

Net cash (Rm)

6

46

88

’11 ’12 ’13

Dividends declared (cents)

6

8

10

’11 ’12 ’13

Ք R1 171 million Ք R285 millionRevenue ebitda

Ք R687 million Ք R288 millionannuity revenue cash generated from

operations

Overview of MiX

Financial Highlights

Annuity revenue to total revenue

● Annuity revenue 59%

Foreign currency revenue to total revenue

● Foreign currency 51%


Overview of MiX

Non-financial Highlights

May 2012

Ք Fleet operators start benefiting significantly from newly launched professional analytics tool – MiX Insight Analyser.

June 2012

Ք Beam-e creates a new sales and fitment channel in the tracking industry – via Tiger Wheel & Tyre.

Ք The MiX Learning Centre is launched – a proprietary e-learning resource for MiX Telematics customers, channel partners and employees.

July 2012

Ք The new Trailer Tracking solution from MiX Telematics gives fleet managers direct control of their trailers – independently from their truck tractors.

October 2012

Ք The third Global Fleet Partner Conference is hosted by MiX Telematics in Istanbul, Turkey, with a record attendance of over 120 delegates representing 35 countries.

November 2012

Ք New Zealand’s largest operator of urban bus services enters a fleet management contract using MiX Telematics to improve vehicle and driver performance.

December 2012

Ք MiX Telematics finalises the implementation of its solution in a leading oilfield service company in the United States.

Monthly fleet statistics for March 2013

Ք 660million kilometres tracked (further than to the sun and back)

Ք 551million events

Ք 540million automated live positions stored

Ք 2.8billion Gps points

Ք 3terabytes of data transferred and a total of 147 terabytes of data stored

Ք 500servers across five data centres

Ove

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Overview of MiX

Group Structure

MiX TelematicsIntegrated Annual Report 20138

Africa Brazil Europe Middle East and Australasia

North America

Rest of World

1Group Executive

CEOStefan Joselowitz1

GroupFinance

Strategyand M&A

CentralOperations

Fleet Solutions

R&D SpecialProjects

ConsumerSolutions

Megan Pydigadu1

Howard Scott1

Gert Pretorius1

Charles Tasker1

Terry Buzer1

Riëtte Botha1

Brendan Horan1

Overview of MiX

History

MiX TelematicsIntegrated Annual Report 2013 9

2008Ք MiX acquires TripMaster (USA).Ք MiX acquires SafeDrive International

(UAE and Australia).

2007Ք OmniBridge cancels distribution

contract with Siemens VDO and commences direct distribution globally.

Ք MiX acquires OmniBridge and subsidiaries.

Ք MiX lists on the JSE.

1997Ք OmniBridge designs, develops and

manufactures FM product range for Siemens VDO.

2012Ք MiX breaks the R1 billion revenue barrier.

1996Ք Matrix Vehicle Tracking (which later

became MiX Telematics) is established and starts trading.


Overview of MiX

Global Presence and Key Statistics

Stellenbosch, South Africa North America Brazil Africa Europe Middle East and Australasia

Ք R331 million Ք R156 million Ք 0 Ք R612 million Ք R128 million Ք R266 millionRevenue Revenue Revenue Revenue Revenue Revenue

Ք R93 million Ք R2 million Ք (R2 million) Ք R179 million Ք (R5 million) Ք R32 millionebitda ebitda ebitda ebitda ebitda ebitda

Ք R243 million Ք R53 million Ք R5 million Ք R358 million Ք R60 million Ք R129 millionassets assets assets assets assets assets

oFFices: Stellenbosch, South Africa oFFices: Boca Raton, Florida, and Dallas, Texas, USA

oFFices: Sao Paolo, Brazil oFFices: Midrand and Stellenbosch, South Africa, and Kampala, Uganda

oFFices: Birmingham and Swindon, England, UK

oFFices: Dubai, UAE and Perth, Melbourne and Brisbane, Australia

actiVities: Research and development, hosting and operations, in-group supply of hardware, software and marketing

actiVities: Fleet solutions actiVities: Fleet solutions actiVities: Consumer solutions and fleet solutions

actiVities: Fleet solutions actiVities: Fleet solutions

employees: 156 employees: 59 employees: 3 employees: 572 employees: 55 employees: 92


Stellenbosch, South Africa North America Brazil Africa Europe Middle East and Australasia

Ք R331 million Ք R156 million Ք 0 Ք R612 million Ք R128 million Ք R266 millionRevenue Revenue Revenue Revenue Revenue Revenue

Ք R93 million Ք R2 million Ք (R2 million) Ք R179 million Ք (R5 million) Ք R32 millionebitda ebitda ebitda ebitda ebitda ebitda

Ք R243 million Ք R53 million Ք R5 million Ք R358 million Ք R60 million Ք R129 millionassets assets assets assets assets assets

oFFices: Stellenbosch, South Africa oFFices: Boca Raton, Florida, and Dallas, Texas, USA

oFFices: Sao Paolo, Brazil oFFices: Midrand and Stellenbosch, South Africa, and Kampala, Uganda

oFFices: Birmingham and Swindon, England, UK

oFFices: Dubai, UAE and Perth, Melbourne and Brisbane, Australia

actiVities: Research and development, hosting and operations, in-group supply of hardware, software and marketing

actiVities: Fleet solutions actiVities: Fleet solutions actiVities: Consumer solutions and fleet solutions

actiVities: Fleet solutions actiVities: Fleet solutions

employees: 156 employees: 59 employees: 3 employees: 572 employees: 55 employees: 92

Overview of MiX

MiX Telematics offices

MiX Telematics channel partners



Chairman’s Report

Earnings per share rose by 24% to

19.5 cents. Of more significance is the

growth in vehicles under subscription,

which this year grew by more than 84 000,

an increase of over 30%. More significantly

this growth was more than double that of

the previous year.

As you are aware MiX has a strong focus on

cash flow. To this end 2013 was a great

year, with cash generated from operations

amounting to R288 million, which represents

101% of EBITDA.

With the continued strong generation of

cash and profitability your Board has

approved a final dividend of 6 cents per

share. When added to the interim dividend

of 4 cents per share paid out in December,

this gives a total distribution for the year

of 10 cents per share, and an increase of

25% over the prior year.

Reading our CEO’s report is exciting as

the Group has once again launched new

products and services that we believe will

enhance our growth trajectory moving

forward.

A perennial every year in my Chairman’s

statement is our commitment to excellent

corporate governance. We make this a

cornerstone of our Company and continually

strive to improve our position. Our integrated

report clearly sets out all our efforts in the

area of corporate governance. We have

detailed statements on the audit and risk

committee, the remuneration committee,

our social and ethics committee and the

Board’s performance throughout the year

under review.

At the end of our financial year, Richard

Friedman resigned as a non-executive

director of the Company. Richard was one

of our founding directors, and we place

on record our sincere thanks for his

contribution to the Group. We wish him

well in his future endeavours.

Strong generation of cashMiX Telematics has produced a solid set of results for the year ended 31 March 2013

Cash generated from operations (Rm)

215

192

288

’11 ’12 ’13

Vehicles under subscription (’000)

239 27

5 359

’11 ’12 ’13



Our Company is blessed with some truly

wonderful and dedicated people. They are

the backbone of our business, and they live

our values day in and day out. These results

are a tribute to their untiring efforts. The

Board wishes to thank all of them for their

continued efforts throughout the year. To

our executive team, we say thank you for

yet another great set of results.

To my fellow non-executive directors,

many thanks for your efforts and wise

counsel throughout the year. I look forward

to fiscal 2014.

Richard Bruyns

Chairman

Midrand

4 June 2013

Lead

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Chief Executive Officer’s Report

sales offices, and through our global

network of distributors and dealers. The

direct sales teams focus on marketing our

fleet solutions to multi-national enterprise

accounts and to other large customer

accounts.

We have built our software solutions to be

highly scalable and flexible to support

geographically distributed fleets of any size.

We currently provide subscription services

to customers ranging from small fleet

operators and consumers to large

enterprise fleets of more than

10 000 vehicles.

We have globalised sales, distribution and

support capabilities. We currently maintain

a direct or indirect sales and support

presence, with localised application support

in 24 languages, for customers in

112 countries across Africa, Asia, Australia,

Europe, the Middle East, North America

and South America. In seven of those

countries, we own and manage regional

operations and engage directly with our

customers. In the balance of the countries

we generally deal through third-party

distributors. Our regional operations source

products and services from the business we

Fiscal 2013 proved to be another strong

year for the MiX Telematics Group. Our

overall subscriber base grew to over

359 000 active subscribers, an increase of

over 30%. While total revenue was up 15%

to R1 171 million, we have seen acceleration

in the growth of our recurring revenue

component, which grew over 19% to

R687 million. Our subscriber base is the

economic engine of our business and we

believe the Group’s strong performance in

this area bodes well for the future.

EBITDA was up nearly 20% at R285 million.

We finished the year with headline earnings

of R132 million, up 26% over the previous

year. This translates to 20.1 cents per share

(15.9 cents per share in 2012).

We derive the majority of our revenues from

subscriptions to our fleet and mobile asset

management solutions. Our subscriptions

generally include access to our SaaS

solutions, connectivity, and in many cases,

use of an in-vehicle device. We also

generate revenues from the sale of in-

vehicle devices, which enable customers to

use our subscription-based solutions. Sales

are generated through the efforts of our

direct sales teams, staffed in our regional

Another strong yearMiX Telematics is a leading global provider of fleet and mobile asset management solutions delivered as software-as-a-service, or SaaS.

Highlights

Revenue� R1 171 million

up 15%

Subscribers� 359 000

up 31%

EBITDA� R285 million

up 20%

Annuity revenue� R687 million

up 19%

HEPS� 20.1 cps

up 26%

Cash generated from operations

� R288 millionup 50%

Net cash at year-end� R88 million

up 94%



call MiX International. This operation, based

in Stellenbosch, South Africa, is responsible

for much of the design, development and

procurement of the MiX range of products

and services. MiX International is a central

services organisation that wholesales our

products and services to our regional

distribution network. We believe our global

presence gives us an important advantage

in competing for business from multi-

national enterprise fleet customers.

Our solutions deliver a measurable return

by enabling our customers to manage,

optimise and protect their investments in

commercial fleets or personal vehicles. We

generate actionable intelligence that allows

a wide range of customers, from large

enterprise fleets to small fleet operators and

consumers, to reduce fuel and other

operating costs, improve efficiency,

enhance regulatory compliance, promote

driver safety, manage risk and mitigate

theft.

All of our regional fleet operations grew

their subscriber bases but some fared

better than others against plan. As a

consequence of our global subscriber

growth, MiX International performed well

during the year under review. At the

beginning of the year, we transferred the

business relationship management of all of

our third-party distributors based in the

Middle East from MiX International to our

regional operation headquartered in Dubai

– although this was an absolutely logical

move from an operational efficiency

perspective, it has skewed the segmental

picture from a year-on-year comparative

perspective by approximately $1 million of

EBITDA in favour of MiX MEA.

Stefan JoselowitzChief Executive Officer

Lead

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Chief Executive Officer’s Report continued

• Middle East – We have a well-established

operation in place with a committed

distributor channel in multiple countries.

Our experienced team has delivered a

great performance with a series of solid

wins that bode well for the future.

• Africa – This operation enjoyed a great

year with growth at both top-line and

profit level. The team delivered

substantial subscriber growth, winning

prize contracts in the midst of tough

competition. New product offerings,

which include a trailer-tracking solution,

are being viewed favourably by

customers. As we reported at the half-

year, we are also pleased with our recent

acquisition of Intellichain, which has

bedded down nicely. Intellichain’s

integrated supply-chain management

software dovetails with our MiX Fleet

Manager offerings and enhances our

ability to further grow the SaaS

component of our annuity stream.

• North America – Although we did see

strong subscriber and annuity revenue

growth out of this operation, this was

mainly due to the rollout of two large

deals that had been won in the previous

fiscal year. Our North America segment

has historically been focused on the oil-

and-gas industry, which is generally

characterised by large fleet sales

opportunities but relatively long sales

cycles. We are currently competing for a

number of high value tenders on which

we are cautiously optimistic but in the

meantime, the team is seeking new

vertical opportunities to complement the

oil-and-gas vertical. In addition, we are

gaining momentum in our efforts to

develop the Latin American market.

• Europe – Although this business

experienced difficult trading conditions,

we did achieve some slow but steady

improvement as the year progressed. We

won a sizeable bus deal in Ireland and

this, coupled with the ongoing rollout of a

leading bus operator in Belgium and

a four-year contract extension by Go-

Ahead Group in the UK, has firmly

positioned us as a leading supplier to the

bus and coach industry in the region.

The business delivered double-digit

subscriber growth for the year but

Sterling revenue is down on the previous

comparative period for two reasons:

– In the comparative period we still had

revenue from One Stop Shop (the

business we disposed of in the 2012

financial year).

– We converted the legacy Datatrak

subscribers onto our core MiX platform

and then closed down the Datatrak

network in fiscal 2012. This conversion

resulted in lower average revenue per

subscriber carrying forward into our

latest fiscal year.

• Australia – This operation has delivered

excellent performance for the year and in

the process has concluded a number of

large deals both in the resource sector

and most notably, a sizeable deal with a

bus operator, which is our first regional

beachhead in the bus and coach market,

a vertical in which we have developed

significant expertise.

Consumer Solutions

The activities of this operation are not

strictly restricted to the Business-to-

Consumer (B2C) market – there is also a

large Business-to-Business (B2B)

component to this operation. Through our

widely recognised Matrix and Beam-e

brands, we provide our customers with a

broad range of value-added safety and

convenience features such as “Crash Alert”,

“No-Go-Zones”, and even an automated

“Tax Logbook” which is accessed by our

customers online through our SaaS

platform. In addition, we provide our

business customers with location-based

services for fleet movement and depot

management purposes. This division

delivered strong performance this year,

particularly at the subscriber growth level.

As we reported at the half-year there has

been broad market acceptance of our new

Beam-e offering. Analysis of the numbers

will reveal that the subscriber growth in our

Consumer Solutions business does not

appear to have flowed through to the

revenue line – this is not the case; earlier

this fiscal year, we renegotiated the cellular

data package that we use in this division to

a non-CIB (connection incentive bonus)

package. The quid pro quo for foregoing

this CIB (and the resultant negative impact



on our revenue line) is that our monthly

cellular data costs have reduced and the

overall effect is that this change is earnings

enhancing. Our Consumer Solutions

division currently operates primarily in

South Africa but our team is in the process

of taking the first steps towards globalisation.

Moving onto a few additional indicators:

Annuity revenue

We are pleased to again show strong

growth at a subscriber level with an overall

increase in our active base (net of churn) of

over 30% year-on-year. We have seen

good growth flowing through to the annuity

revenue line, which totalled R687 million for

the period, a year-on-year rise of over 19%.

Our annuity revenue has risen to close to

60% of total revenue.

Cash

The Group delivered a strong performance

in the second half of the year and generated

cash from operations of close to

R288 million for the year (R192 million in

2012) and we concluded the year in a net

cash position (net cash on hand minus

outstanding debt) of R88 million. This was

achieved even after paying out dividends of

R79 million to shareholders this year.

Having put another solid year behind us,

our team is excited about the new

opportunities and challenges that we face in

the year ahead. Despite a turbulent

economic outlook in many of the territories

in which we operate, we believe we have

the passion, talent, technologies, geographic

spread and strategies in place to meet our

growth objectives.

On behalf of the Board of Directors, we

would like to extend our gratitude to our

employees for their ongoing hard work and

commitment. Thank you!

Stefan Joselowitz

Chief Executive Officer

Midrand

4 June 2013

Lead

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MiX Telematics actively monitors in excess of 359 000 mobile assets worldwide – from trucks and buses, to vans, cars, motorbikes and trailers. In March 2013, our software recorded around 551 million vehicle and driver events, generated from approximately 660 million kilometres driven. Our customers’ data is hosted in one of five secure Tier-3 data centres around the world.



Our Business Model

MiX Telematics delivers information and scalable services for an annuity fee per vehicle. This is done by making use of the software-as-a-service (SaaS) delivery model, which is complemented by hardware sales, vehicle recovery, driver training and consulting services.

We leverage our cash generative, profitable business and track record to grow our global connection base by giving customers real solutions to their business issues. Through focused innovation as well as global execution and service delivery, we are able to create and deliver ongoing value for customers across diverse industries.

1. Global

2. Subscribers

4. C

ash

gene

ratio

n

3. SaaS/Hardware

Our platform

Fleet management

Regulatory compliance

Recovery services

Enhanced analytical reports

Crash notification

Driver scoring and analysis, and real-time driver monitoring

Our services Customer benefits

Improve driver and passenger safety

Reduce costs and improve profitability

Reduce environmental impact

Ensure compliance

Enhance customer service

Reduce impact of theft



Stakeholders

The Group recognises that it has various stakeholders, namely employees, investors, customers, suppliers and other stakeholders. Stakeholders are defined as entities or individuals that can reasonably be expected to be significantly affected by the Group’s activities and whose actions can reasonably be expected to affect the ability of the Group to successfully implement its strategies and achieve its objectives. Stakeholders are engaged primarily on the basis of their impact on the Group.

Investors are engaged at regular scheduled

intervals including results announcements,

general meetings, one-on-one meetings

and investor days. Such dialogue is held in

a spirit of mutual understanding of the

statutory, regulatory and other directives

prohibiting the dissemination of unpublished

financial information. Financial results,

trading updates and announcements are

published in accordance with the

requirements of the JSE Limited. Half-year

and full-year announcements of results,

the annual report and presentations

to shareholders and analysts are also

published on the Group’s website.

Shareholders also have the opportunity

to question the Board at annual

general meetings.

Customers, suppliers and employees are

engaged on an ad hoc basis and at regular

scheduled meetings.

Stakeholder concerns are raised in a

number of different ways. They can be

received as a formal concern or query

lodged with the Company; or raised in

stakeholder forums. We either provide

feedback informally in the forum or

telephonically; where appropriate, we will

respond in writing. We also consider the

interests and expectations from stakeholder

engagement initiatives that have taken

place during the year when preparing the

content of our sustainability report.

Our approach to stakeholder engagement

favours personal interaction, but where this

is not possible other methods such as

surveys and call centres are used.

MiX has a number of geographically

diverse businesses, each with its

own unique features, stakeholders and

operating environments. It is the Group’s

philosophy to empower local management

who are best placed to identify and

engage stakeholders on virtually all levels

and to ultimately make decisions within

agreed guidelines.

For the benefit of stakeholders the website

also provides a wealth of non-financial

information dealing with products, solutions,

commercial news and investor relations.

www.facebook.com/MiXTelematics www.twitter.com/MiXTelematics

www.linkedin.com/company/mix-telematicswww.youtube.com/MiXTelematics

MiX Telematics Brazilwww.mixtelematics.com.br

MiX Telematics North Americawww.mixtelematics.net

MiX Telematics Middle East and Australasiawww.mixtelematics.aewww.mixtelematics.com.au

MiX Telematics Europewww.mixtelematics.co.uk

MiX Telematics Africawww.mixtelematics.co.za

MiX Telematics Limited and Internationalwww.mixtelematics.com

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What We Do

An overviewMiX Telematics actively monitors in excess of 359 000 mobile assets – from trucks and buses, to vans, cars, motorbikes and trailers.

At any given moment, our customers are either becoming more profitable, enhancing their safety, reducing their risk, or lessening their impact on the environment. In essence, we help thousands of people to have better, safer experiences on the road.

While the core of MiX’s business is vehicle telematics, our solutions cater to Fleet and Consumer customers through a range of diverse solutions.

Our products and services, designed for both commercial fleet operators and consumers are available in 112 countries today via an extensive distribution network and direct sales.

MiX Telematics currently serves a highly diverse customer base, including more than 4 000 fleet operators, which represented approximately 64% of our subscription revenue for fiscal year 2013. We have consistently grown our customer base, and from 1 April 2010 to 31 March 2013, we increased the number of vehicles under subscription at a compound annual growth rate of 20.3%. MiX targets sales of our enterprise fleet management solutions to customers who desire a premium solution, generally for large fleets, which we define as fleets of 100 or more vehicles. Large fleets accounted for approximately 74% of our fleet vehicles under subscription at 31 March 2013.

MiX believes we have a satisfied customer base and, among our 224 large fleet operator customers, we experienced an annual customer retention rate in excess of 95% in fiscal year 2013. We have multinational enterprise fleet customer deployments with leading global companies such as Baker Hughes, Bechtel Corporation, Chevron, Nestlé, PepsiCo, Rio Tinto and Schlumberger.

A range of subscription-based fleet and vehicle management solutions are offered by MiX to meet the needs and price points of small fleet operators and consumers. Our safety and security features, including driver performance and vehicle monitoring, are important attributes of our solutions for these customers.

Fleet managers operate in an increasingly competitive and highly regulated global environment. Timely and accurate decision-making, enabled by solutions that provide real-time visibility into vehicle location and



driver performance is critical to managing a safe, efficient fleet. In some developing areas of the world, ensuring driver and vehicle safety and security is also particularly challenging given high crime rates, which has resulted in automotive insurance mandates and regulatory require-ments for vehicle tracking. Consequently, fleet managers and consumers demand solutions that promote driver and passenger safety, mitigate theft, improve stolen vehicle recovery rates and reduce automotive insurance rates. The business environment for fleet managers is further complicated by the large number of transportation-related regulatory and compliance requirements worldwide, and the frequency with which rules and regulations change.

There have been substantial advances in the performance, reliability and affordability of technologies that can be used to collect and disseminate large amounts of vehicle data remotely. GPS navigation and advanced on-board systems generate valuable, objective real-time information, which provides the basis for driver and vehicle management solutions. Similarly, significant advances in the performance, reliability and affordability of fixed and wireless networks, computing power and data storage capa-bilities have supported the rise of cloud computing. These technological advances and market shifts have helped to foster demand for subscription-based fleet and mobile asset management solutions like ours. Our SolutionsOur subscription-based solutions enable our customers to effectively manage, optimise and protect their investments in their commercial fleets and personal vehicles. The key attributes of our solutions include:

• Highly scalable solutions: MiX has built software solutions to scale

and support geographically distributed fleets of any size. We currently provide

services to more than 359 000 vehicles under subscription, with customers ranging from small fleet operators and consumers to large enterprise fleets with more than 10 000 vehicles under subscription.

• Robust portfolio of features addressing a full range of customer needs:

We believe that we offer one of the broadest ranges of features for fleet and mobile asset management available. For example, for fleet efficiency, we offer vehicle tracking and analysis, route optimisation and enhanced dispatching; for regulatory compliance, we offer compliance monitoring, hours of service tracking and fuel tax reporting; for driver improvement, we offer in-vehicle video monitoring and real-time driver feedback; for risk management, we offer driver scoring and analysis; and for safety and security, we offer vehicle tracking, crash notifications and vehicle theft recovery.

• Insightful business intelligence and reporting:

MiX Telematics’ fleet management software is designed to provide our customers with insightful, actionable business intelligence on demand.

• Easily accessible, intuitive applications:

Web-based solutions by MiX Telematics are accessible from fixed and mobile computing devices, including Android and iOS mobile devices, and our fleet management solutions can be readily integrated with third-party software systems.

• Software-as-a-service powered by a proven, reliable infrastructure:

MiX makes use of a multi-tenant SaaS architecture, allowing us to deliver fleet management applications that are highly functional, flexible and fast while reducing the cost and complexity associated with customer adoption. We support our SaaS delivered solutions with a proven

“The MiX Telematics team have proved themselves to be perfect partners. They understand our business, deliver on their promises and have worked alongside us every step of the way to continuously improve and develop our use of the system.”Phil Margrave, Engineering Director – Go-Ahead Group

infrastructure of redundant servers and other hardware located in five Tier-3 data centres. Over the last three years, MiX has consistently maintained an overall system uptime of over 99.8%.

MiX Telematics consumer brands:

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What We Do continued

Improve profitabilityAccording to a Frost & Sullivan1 report in 2009, effective fleet management systems have the potential to influence up to 62% of operating costs.

A major impact on fleet businesses is, of course, the rising cost of fuel. With MiX’s solutions we can deliver savings on fuel costs.

When fleet operators are properly equipped to manage their mobile assets and take charge of driver behaviour, the result is an increase in profitability. How is this done?

• Improved vehicle utilisation and optimised route planning directly affect the bottom line. In the case of the Go-Ahead Group in London, for whom we monitor in excess of 4 000 buses, fuel efficiency has improved by 12%.

• By being able to easily identify the vehicle closest to a customer site and assign jobs accordingly, fleet operators can accurately predict estimated arrival times, ensure clear and specific job instructions, and better manage routes and delivery schedules. In addition, customer service is improved, which further raises profits.

• By lessening poor driving habits like harsh acceleration, over-speeding and excessive idling, fuel consumption, as well as wear-and-tear on vehicles, is reduced significantly.

• Safer driving lowers accident rates, in turn, reducing insurance claims and premiums.

• Efficient servicing and licensing, along with improved driver behaviour, means vehicles are better maintained, thereby lowering costs and increasing vehicle uptime.

MiX Telematics is a leading global provider of fleet and mobile asset management solutions, helping consumers and fleet operators all over the world to effectively manage their mobile assets. Whether our customers are reducing their risk, reducing their fleet costs, improving their safety levels or lessening their environmental impact, they’re experiencing a multitude of benefits.

Save lives and reduce riskAs referenced by the International Association of Oil & Gas Producers, human error is the cause of up to 80% of motor accidents. It is worrying statistics like these that contribute to mounting pressure on fleet operators to not only identify risky driver behaviour and scenarios, but to take corrective action and boost their safety levels.

MiX’s end-to-end safety solutions have become an invaluable tool for fleet operators large and small, enabling them to:

• Make informed decisions, almost immediately, about driver and vehicle events, which in turn allow fleet managers to attend to events like over-speeding and entry into no-go zones.

• Identify and gain insight into poor driving habits.

• Compare drivers in relation to past performance as well as to other drivers in the fleet.

• Implement highly effective targeted driver training and/or risk reduction programmes.

• Hone drivers’ skills through professional driver training.

• Develop customised driver safety policies.



Driver safety is vastly improved through the incorporation of MiX’s RIBAS and MiX Rovi devices – our in-cab mentors, which are pivotal in helping drivers to rectify poor driving habits on a real-time basis.

Our consumer solutions in South Africa boast stand-out features like insurance approval, road-side assistance, automated tax logbook and crash alert, serving to enhance personal safety and protect private assets.

1 “ Demand for Green Telematics to Challenge Slowdown” – Frost & Sullivan, May 2009

Reduce environmental impactMiX offers a range of controls and reports to help customers ensure compliance with health, safety and environmental (“HSE”) regulations in their relevant countries and industries.

While driver safety is at the top of our list, so too is fleet efficiency. MiX is well known for helping fleet operators to significantly reduce their fuel consumption. Less fuel usage means lowered carbon emissions, and a healthier, more sustainable environment.

Reducing carbon emissions is particularly important for the road transport industry, which is solely responsible for 18%1 of global carbon emissions. Committing to reduce carbon emissions is not only the right thing to do, but it assists fleet operators in preparing for inevitable legislation surrounding carbon emission reporting and reduction.

In addition, MiX is the first telematics provider in the world to offer a service that enables fleet operators to take responsibility for their carbon footprint. The MiX Carbon Offset Initiative allows fleet operators to both measure and offset their carbon footprint. Offsetting is achieved through the investment in globally certified carbon reduction projects.

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VisionMiX Telematics remains committed to our long-standing vision: To be the leading global provider of information and related services for mobile assets.

MissionOur current mission is to achieve one million subscribers by 2016.

StrategyIn order to achieve our mission and vision, our strategy is to leverage our profitable, cash-generative businesses into growing our global subscription revenue model. With significant critical mass, a global footprint, a large subscriber base and a history of operating successfully in international markets, the Company believes it is ideally positioned to take advantage of significant international and local growth opportunities.

ValuesThe corporate culture at MiX Telematics revolves around our ‘GET WISER’ values. Whether in our day-to-day activities, the interactions we have with suppliers and customers, or through internal engagement initiatives, MiX Telematics aims to ensure that our values are reflected in all that we do.




Work smartWe will always apply our minds to our tasks to ensure that the desired outcome is achieved in an optimal manner.

Talk straightWe will be straightforward and sincere with one another, encouraging openness and impartiality.

Get things doneWe will be accountable for getting things done with a sense of urgency, while taking the Company’s best interests into account.

RelationshipsWe will build and nurture lasting relationships with our colleagues, customers and suppliers.

Encourage innovationWe will encourage and listen to new or creative ideas and different ways of doing things, while avoiding negative or dismissive behaviour.

IntegrityWe will be open and honest with each other and conduct all our business in an ethical and trustworthy manner.

Service cultureWe will deliver excellent service that exceeds our customers’ expectations.

Entrepreneurial spiritWe will seek new commercial opportunities and be prepared to change to take advantage of them, without deviating from our core business.

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Development

The purpose and the challengeOur solutions provide information that is

vital to the safety, efficiency and

environmental responsibility of our

customers and, as such, we need to be

online 24 hours of every day of the year. In

a typical month we process terabytes

of data from customers’ vehicles in

112 countries via our network of servers

in five international Tier-3 data centres.

In order to meet the exacting demands of

our customers as well as the varied and

sometimes harsh conditions in which we

operate, MiX manages the development

process from concept, right through to the

final production and implementation. Our

hardware products are manufactured at a

number of world-class outsourced facilities.

MiX’s focus is on quality, reliability, ease of

use and ensuring that the investment made

in our systems by customers is continually

reaping them rewards.

People, functions and locationMiX employs around 90 people responsible

for the design, development and quality

assurance of our entire suite of solutions.

The majority are based at our offices in

Stellenbosch, South Africa. To meet

regional customisation demands, MiX also

has smaller satellite teams in our Midrand

(RSA), Swindon (UK) and Boca Raton

(USA) offices.

The development team handles every

aspect of the solution, from the user

interface on the web through to the test

equipment used in the factories that

manufacture our products. The team

consists of not just hardware, firmware and

Focussed on developing new solutionsMiX prides itself on having a world-class development facility. The team is focussed not just on developing new solutions but on supporting and enhancing the systems we currently have running in hundreds of thousands of vehicles around the world.



Within our engineering and production

environment, we use a waterfall

development methodology whereby

products pass through a number of

development stage gates before they are

approved and released to the market.

Strong emphasis is placed on adherence to

prescribed development processes and

standards. Formal peer reviewing of

hardware and firmware is conducted

throughout the development process. Our

coding standards are based on the set

published by the Motor Industry Software

Reliability Association (“MISRA”).

software engineers but also skilled graphic

designers and test engineers. Where

specialist third-party hardware is involved,

we handle the customisation and integration

into our software and communication

applications.

Methodology and qualityIn order to develop complex international

systems, MiX ensures that development

adheres to strict processes and proven

methodologies. In our software department

we have implemented a precise agile

methodology called “Scrum”. This, coupled

with Test Driven Development and Domain

Driven Design, gives us a very robust but

flexible development practice. We are able

to release new features every few months.

Development HighlightsMajor events over the past year

included the following launches:

• MiX Rovi, an in-cab

messaging system.

• MiX Locate, an enterprise

tracking solution.

• A trailer tracking product.

• A more powerful, smaller

Beam-e for entry-level

vehicle security.

MiX Telematics’ products and services are designed and developed in Stellenbosch, South Africa.

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Sustainability Review

MiX’s Group strategies, general conduct

and responsibility as a good corporate

citizen, is underpinned and guided by a

code of ethics and conduct and a set of

core values. These values dictate that we

deliver value not only to our shareholders,

but also to our employees, customers,

business partners, communities and

broader society.

Sustainability initiatives form part of our

business strategy, and the Group finds itself

in the privileged position where many of

the drivers of the commercial success

of MiX also contribute to and support social,

environmental and economic sustainability.

Improving our sustainability performance is

an integral part of improving business

performance, and the results in one area

support and advance the achievement of

objectives in another.

Key stats at a glanceEconomic 2013 2012 2011

Number of people employed 937 824 765Enterprise development spend R2.4m R2.0m R2.0mValue of vehicles recovered R264m R225m R359m

Environmental 2013 2012 2011

Carbon emissions* 3 054 tonnes 3 560 tonnes 3 820 tonnesCredits purchased 3 054 tonnes 3 560 tonnes 3 820 tonnesNet neutral 0 0 0* Restated for Scope 1 and 2 emissions only.

Social 2013 2012 2011

Total salaries, wages and other R329m R280m R219mTraining spend R4 172k R4 557k R4 079kSocial responsibility spend R522k R476k R410k

This report identifies our most material

sustainability issues and opportunities,

provides insight into some of our challenges

and highlights some of our sustainability

successes and future initiatives.

Economic contributionThe Group provides employment to

937 employees, which is an increase of

113 people from the previous year.

Enterprise development spend increased

by 20% to R2.4 million and more than 1 300

vehicles were recovered during the year.

Recovery operationWorking with our recovery partner, MiX

Africa provided a direct saving to the South

African economy by returning vehicles to

the value of R264 million to their rightful

owners during the year. This amount

excludes all of the indirect costs related to

the process and cost of replacing a vehicle

as well as the loss of productivity, and, in

the case of a commercial fleet, the lost

revenue from not having these vehicles

available – in some instances for an

extended period of time.

This year has been no exception in terms of

MiX’s tireless fight against crime in South

Africa. As an active participant in the

policing forums, MiX shares in the

information gathered from a variety of

participants and uses this information to

keep our “high risk zones” aligned and up-

to-date in terms of the latest identified crime

hot spots. This has contributed to our

customers’ safety.

Fleet operationMiX offers a comprehensive range of fleet

management and related information

products and services. The fleet

management solutions are built specifically

for commercially utilised vehicles and are

suitable for both small and large fleets

across numerous industries. The technology

collects and transmits information on driving

hours, driver identity, fuel usage, distances

travelled, locations visited, routes taken, trip

duration and driving speed. The information

is made available to customers in a format

and manner that ensures that MiX’s fleet

customers enjoy an ongoing return on their

investment. Benefits realised include

improved driver behaviour and safety,

improved fuel efficiency, reduced fleet

operating and maintenance costs and a

reduced impact on the environment through

lowered carbon emissions.



Return on investmentWhen fleet operators are properly equipped to manage their mobile assets and take charge of driver behaviour, the result is a potential increase in profitability. By implementing a MiX Telematics fleet management solution, our customers are able to deal with the major issue of the rising cost of fuel. A significant number of MiX Telematics customers reduce their fuel costs. Better management of routes and delivery schedules as well as improving vehicle utilisation also help to enhance productivity and efficiency. An example of this would be the easy identification of a vehicle closest to a customer site. Becoming more efficient and improving customer service naturally helps operators to maintain a healthy bottom line. The identification and correction of poor driver behaviour that includes harsh acceleration, over-speeding and excessive idling also plays a key role in lessening fleet costs. Better driving style means less wear-and-tear on vehicles, reduced fuel consumption and lowered accident rates, which results in less claims and savings on insurance premiums.

Customer resultsA long-term trial with bus operator Sylter Verkehrsgesellschaft (SVG) from Germany revealed a 10% improvement in fuel efficiency and a total net saving of €2 200 per year per vehicle.

RATP London United achieved a 17% reduction in their accident rate and a 10% improvement in fuel efficiency following the implementation of a collaborative risk reduction programme with MiX Telematics.

A large Oil and Gas customer in the Middle East achieved a 72% sustained improvement in driver behaviour only six weeks after installing a MiX Telematics fleet solution – as well as a 15% reduction in fuel costs within 12 months.

MiX Telematics monitors over 4 000 buses for the Go-Ahead Group in the United Kingdom. Over the course of the long-term contract, the operator’s fuel efficiency has been improved by 12%, while their accidents have been reduced by 17.6%.

In addition, the MiX Telematics R2MS solution helps fleet operators in South Africa to deal with all aspects relating to AARTO – the impending Administrative Adjudication of Road Traffic Offences Act, designed to encourage the payment of fines and persuade drivers to obey the rules of the road. The new Act will serve to lighten the load on South African courts, and fleet owners who are not prepared to deal with the bureaucratic implications of AARTO will inevitably find their operations losing significant amounts of time and money.

Further reading is available at http://www.mixtelematics.com/case-studies

Enterprise developmentMiX increased its spend on enterprise

development by R400 000, or 20%, from

the prior year. MiX Fleet Support, which

is one of the major initiatives in this

category, is in its fourth year of operation

and continues its consistent economic

improvement. 51% of this company is

owned by an employee trust with previously

disadvantaged employees as the

beneficiaries. MiX Enterprise owns the

other 49%.

During the financial year, the beneficiaries

of the employee trust received a distribution

of R442 000, which brings the total

distribution to R662 000 since inception in

2010. MiX Enterprise, who provided the

initial start-up capital, equipment and

expertise for this venture, continues to

dedicate time, money and expertise to

ensure the long-term growth and

sustainability of this venture.

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Sustainability Review continued

Each operating division, in terms of its

priorities, runs internal campaigns to monitor

and actively reduce their carbon footprint.

These sustainability initiatives include re-

cycling, green purchasing and the reduction

of electricity usage. Our internal green mascot,

“Maximus”, ensures that enthusiasm and

the reasons for these initiatives, both in the

workplace and at home, is sustained by

providing green tips, running competitions

and ensuring staff receive feedback on

achievements.

MiX Europe maintained its ISO 14001

certification for environmental management

in the UK.

In addition, MiX is a proud member of

the Carbon Protocol in South Africa and

a senior sponsor of the World Wildlife

Fund (“WWF”).

The ‘green’ in MiX TelematicsWhile MiX Telematics is well known for

helping fleet operators to significantly

reduce their fuel consumption, an

important benefit that results from using

less fuel is of course lowered carbon

emissions. Our customers therefore

participate in the creation of a healthier,

more sustainable environment.

How one customer benefitedAn 18-month trial with German bus

operator Sylter Verkehrsgesellschaft

(SVG) enabled them to improve their

fuel efficiency by 10%. The reduction in

fuel usage decreased SVG’s carbon

emissions by 150 tonnes.

Reducing carbon emissions is

particularly important for the road

transport industry, which is alone

responsible for 18% of global carbon

emissions according to a report by Frost

& Sullivan. Committing to reduce carbon

emissions is not only the right thing to

do, but it assists fleet operators in

preparing for inevitable legislation

surrounding carbon emission reporting

and reduction.

In addition, MiX Telematics pioneered a

service offering that enables fleet

operators to take responsibility for their

carbon footprint: the MiX Carbon Offset

Initiative. This allows fleet operators to

both measure and offset their carbon

footprint. Offsetting is achieved through

the investment in globally certified

carbon reduction projects.

EnvironmentalThe Group remains committed to improved

environmental management, both in terms

of its own operations and in assisting

our fleet customers to manage the carbon

footprint of their fleets. MiX is the

first telematics company in the world

to become carbon neutral and also

submitted a voluntary response to the

Carbon Disclosure Project: a project that

facilitates climate change analysis by

gathering information from leading

companies on their carbon emissions. The

Company complies with all relevant

environmental legislation in the regions in

which we operate.

MiX reduced its carbon emissions by 14.2%

from the prior year down to 3 054 tonnes

and remains carbon neutral. This reduction

is the result of accumulated internal carbon

reduction campaigns from all of our

operations. A major contribution to this

achievement was the reduction of electricity

usage in our large South African operation,

where electricity-monitoring devices have

been installed in all of the offices.



Health And SafetyThe Group is committed to a safe and

healthy working environment for staff and

complies with the relevant Health and

Public Safety legislation and requirements

in the respective countries in which we have

workforces.

One of MiX’s core value drivers is to provide

our customers with the tools and know-how

to improve the safety of their drivers. In

addition, MiX launched an Online Driver

Training initiative for all our staff, exposing

them to a key safety tool that makes up a

part of our defensive driving offering to

customers. Motor collisions kill and injure

millions of people around the world each

year and our aim is to facilitate awareness

and equip staff to become more responsible

road users, and as such reduce motor

collisions and traffic violations.

Our Online Driver Training system was

selected for the quality of its tools and

materials, which address specific driving

skill sets through creative and interactive

delivery. Every MiX staff member is required

to participate in the programme, completing

each and every module at the rate of one

module per month. A score of 80% or above

must be achieved for each module and all

modules are completed online, so all that is

required is an internet connection. Staff

receive regular reminders to stay up-to-date

with their training and regional repre sen ta-

tives monitor the progress of the training,

reporting back to Group management

periodically. Staff are encouraged to make

this training available to one of their family

members as well – completely free of charge.

Matrix Road Safety AssociationMiX Telematics’ entire range of solutions view personal safety as a top priority and this remains a guiding factor as to why thousands of people choose a MiX Telematics product and/or service. Considering the statistics of road deaths and serious accidents on South African roads, 18 000 people killed annually and 150 000 severely injured according to the Medical Research Council, it is understandable why road safety is of primary importance for Matrix, the premium vehicle tracking, security and safety brand in South Africa. Due to the fact that all of our customers are vehicle owners and are potentially affected by dangerous situations on the roads, the Matrix Road Safety Association (“MRSA”) was established in April 2012. All South Africans have a duty to ensure that their actions on our roads do not impact negatively on the lives of others. The MRSA empowers road users with life-saving information and creates awareness around responsibilities when behind the wheel. Lord Robertson of Port Ellen, chairman of the Commission for Global Road Safety, best highlighted this responsibility when posing the question, “What kills more children than Aids?”, the answer being – roads.

The MRSA provides all the tools necessary to educate and empower drivers through real-life events. It is an unfortunate reality that road accidents occur daily, but rather than hiding these unpleasant truths, MRSA uses these realities to educate road users on preventive measures. In actuality, these accidents could happen to anyone; dangerous situations present themselves to drivers every day, but how the situation is handled can often mean the difference between life and death. The MRSA deals with both prevention and crisis training to equip road users with the necessary knowledge in a crisis situation.

MRSA reported on around 80 incidents over the past nine months. Where possible, MRSA actively attended accident scenes, vehicle collisions and/or pedestrian accidents, with life-saving equipment and paramedics to provide emergency assistance where necessary. Road users were given emergency assistance, a shoulder to cry on, an ear to listen to and the strength in knowing we were with them through it all. It has been an honour to offer support to those in need and our unwavering service will continue. Matrix would like to thank everyone who contributed his or her time and effort to this life-saving initiative.

https://www.matrix.co.za/mrsf

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SocialHuman capitalMiX is proud to be the employer of

937 people in our 12 offices around the

world. The quality and loyalty of our people

form the foundation of the success and

growth that the Group has achieved. It is

after all our people who interact with our

customers, suppliers, business partners

and other stakeholders and who are

therefore instrumental in maintaining and

improving MiX’s reputation with these

parties.

Acquiring, developing, training, retaining

and empowering quality people at all levels

of the Group will always remain a priority

for MiX. The Group values to which we

ascribe are clearly communicated to staff

and are visible in a respectful and trusting

relationship between staff and management,

customers, partners, suppliers, and

between staff members across the world.

Our regular employee review and leadership

development programmes ensure that the

leaders in our business stay true to and

promote our values while executing Group

goals. MiX recognises the rights of

employees to freedom of association,

collective bargaining, dispute resolution

mechanisms and protection against any

form of harassment, victimisation or

discrimination.

Labour practicesMiX achieved recognition as one of the best

employers to work for in South Africa for the

sixth consecutive year. The Group complies

with labour legislation in all of the countries

in which we employ staff. In South Africa,

where the bulk of our staff are employed,

we comply with the Labour Relations Act

(1995) and the Basic Conditions of

Employment Act (1997).

Employment equity and equal opportunitiesThe Group is committed to the ongoing

development of all its employees, regardless

of race or gender and endeavours to ensure

that equal opportunities are created. The

South African businesses submit

employment equity plans and progress

reports to the Department of Labour and

comply with the Employment Equity Act

(1998). Management of each South African

business sets their own employment equity

targets and defines their approach to

managing and achieving these targets.

However, staff demographics are reported

to the Group executive committee on a

quarterly basis. The MiX staff demographics

can be seen on page 37. Some of the

businesses found it challenging to meet their

targets during the past year, specifically in

terms of management level representation,

but remain committed to improve this aspect.

LearnershipsMiX Enterprise embarked on a learnership programme for disabled persons in 2012 and based on its success continued with this learnership in 2013. The services of Progression, a service provider specialising in the recruitment of disabled persons assisted with the process in terms of placement, training and support to ensure a successful outcome. To date, five learners suffering from various disabilities have been placed at MiX in the Finance and Contact Centre environments. Their integration into our business was a fairly smooth process and one of the learners was nominated by colleagues as the employee who excels at living the values of MiX. These learners proved that diversity is a strength and not a weakness and that we need to appreciate our differences.

MiX also commenced with a Fleet Management learnership in partnership with Southern Business School in 2012. Employees attend classroom courses on five modules, namely, Business Communication, Fleet Management, Accountancy, Management Practice and Business Law. Apart from assignments, they also write exams and obtain a certificate in Fleet Management. Employees enjoy the exposure and knowledge transfer, although the exams are often approached with some apprehension. Despite this, there are staff members who completed the learnership with several distinctions in 2012, the top student being Bronia Paulse from Stellenbosch. The success in 2012 led to the intake of a new group of 10 staff members in 2013. The staff now views this learnership as an excellent opportunity for growth and development and a path to future diploma or degree studies.



Staff wellnessStaff health, wellness and morale are very

important to the Group. Each business in

the Group manages their own initiatives to

suit their demographics and these initiatives

continue throughout the year.

MiX Enterprise, MiX Africa and MiX Fleet

Support, who share an office in Midrand,

subscribe to the Careways Group.

Careways specialises in providing

comprehensive wellness solutions to staff

with the aim to assist workers to achieve a

work/life balance, leading to job satisfaction

and healthy, productive lifestyles. Their

offering includes a 24-hour telephonic

wellness helpline that is available to staff as

well as their family members. During the

year, staff had health screening checks that

included blood pressure, cholesterol and

glucose assessments, on-site eye testing

as well as an holistic personal risk report

for each individual. Substance Abuse

Awareness was another wellness

campaign, which included an external

volunteer sharing their success story with

our staff, followed by an education session

regarding obtaining support, counselling

and information for rehabilitation.

MiX participates in regular blood drives

conducted by the South African National

Blood Service in South Africa and the Group

also facilitates free flu vaccinations before

winter each year. World Aids Day was again

used as an opportunity to raise awareness

around Aids and the MiX businesses in

Midrand hosted the South African National

Tuberculosis Association (“SANTA”) truck.

This provided the opportunity for staff to

have an on-site tuberculosis assessment.

MiX sponsored several other wellness-

related activities for our staff and their

families during the year and these included

the Discovery Cape Times Big Walk,

Lourensford Wine Estate Pride & Joy Fun

Run, the Pick n Pay Cape Argus Cycle Tour,

the CANSA Shavathon in support of cancer

awareness and the 702 Walk the Talk.

A recent staff survey revealed that the

majority of our staff are proud to work for

MiX and would encourage other people to

join the Group.

Training and developmentThe Group invested R4.2 million in training

during the 2013 financial year. Training

and skills development programmes are

Sabri Attalla, MiX’s first intern who is currently a Technical Support Engineer; Brendan Mc Phillips, Customer Care Associate; Kelsey Butler, Customer Care Sales Administrator; Hadeel Bogary, Scheduling Administrator; Nathaniel Green, Database Analyst; and Mereste Duvelsaint, Accounting Coordinator.

implemented across the Group and across

all levels of staff. They include internal

classroom courses, e-learning modules,

external programmes as well as learnerships.

It is our policy to give preference to promoting

from within and it is therefore crucial that

training is not only focused on improving our

staff’s skill in their current position, but also to

develop and equip them for their future

opportunities within the Group. During the

early parts of the year, the MiX Learning

Centre was launched to staff and partners

around the world. This is an e-learning centre

that ensures that the quality of technical

training of our staff and partners is

standardised and available at a lower cost

than traditional training. The number of

training interactions increased.

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Internship programme launched in North AmericaMiX North America recently launched a new internship programme in collaboration with Lynn University, Florida Atlantic University (FAU) and ITT Technical Institute. The initiative provides an ideal opportunity for students to experience the “real” business world, while exposing MiX to new talent and fresh insight. The programme has been highly successful, resulting in a number of permanent hires.

Hiring an intern is one of the most effective ways of evaluating the potential of a future employee, while students also benefit by experiencing a company’s culture, management style and other organisational dynamics before having to make a decision should an offer of employment be made. Additionally, MiX sees the programme as an excellent way to give back to the community. Hiring interns not only helps students in the community to get started, but it enhances the local workforce as a whole.

Here are some comments from a couple of our interns“I recommend an internship because it gives you the opportunity to apply fundamentals learned in the classroom to real-world issues. It also gives you an in-depth analysis of what it is really like to work within your field of study. There was always something new to learn, and I learned as much as I could. The internship gave me the opportunity to build relationships with senior engineers and managers, to consider all the factors of a project, and use the systems that are in place to get things done. Most of all I was able to make an impression on those making hiring decisions and I was offered a permanent position in the end. It’s the challenges I get to work on every day that keep me here. I get to constantly figure out how to do things more efficiently, and it forces me to be innovative. Collaboration is important, too, so I have a good network inside MiX to get things done.”

Sabri Attalla, Technical Support Engineer

“It has been a pleasure to commence my professional career through an internship opportunity at Lynn University. A month or two before the expiration of the internship, I was offered full-time permanent employment. My team includes customer support for both North and South America, support in both English and Spanish. As an international business major, I am very happy to work for a company as diverse as MiX Telematics. In terms of cultural diversity, MiX closely resembles Lynn University, at which 50% of the student body is made up of students from other countries. At least 30% are from Latin America, which is now one of the regions I serve at MiX, making a good fit for both myself and the company. In the future, I see myself assuming a sales role at MiX, and that’s something I really look forward to.”

Brendan Mc Phillips, Customer Care Associate

Broad-based black economic empowerment

MiX Telematics International Proprietary Limited

Valid to 31 March 2013 Level six contributor

MiX Telematics Enterprise SA Proprietary Limited

Valid to 24 July 2013 Level two contributor

MiX Telematics Fleet Support Proprietary Limited

Valid to 26 August 2013 Level two contributor

MiX Telematics Africa Proprietary Limited

Valid to 25 November 2013 Level six contributor

MiX Telematics Limited Valid to 31 March 2014 23.46% effective black shareholding of all issued shares as at 25 March 2013

The Board is committed to transformation

and stated their intention to increase focus

on the monitoring of transformation efforts

of the Group during the coming year.

B-BBEE and transformation is a Board

agenda item.

In accordance with the Codes of Good

Practice issued in terms of section 9(1) of

the B-BBEE Act of 2003 (Act 53 of 2003),

the various South African entities rate

as follows:

MiX Enterprise and MiX Fleet Support are the Group’s two most empowered entities, and

produce more than 31% of the Group’s earnings before interest and tax. The MiX Fleet

Support Trust has 17 black MiX employees as beneficiaries, who received a distribution of

R442 000 during the 2013 financial year, bringing the amount distributed since inception to a

total of R662 000.



South African employee demographics2013 2012

● African 31%● Indian 8%● Coloured 16%● White 45%

● African 36% ● Indian 9%● Coloured 11%● White 44%

Group employee demographicsGeographic breakdown

● Africa and SA 78% ● UK and Europe 6%● North America 6%● Middle East 6%● Australia 4%● Brazil 0%

Gender Length of service

● Male 60% ● Female 40%

● 0 – 5 years 76% ● 6 – 10 years 15%● >10 years 9%

MiX Enterprise BEE Trust

(Enterprise Trust)

The Enterprise Trust holds a 14.9% stake in

MiX Enterprise and is defined as a B-BBEE

trust. It has accumulated R5 552 427 in

dividends since it was established and has

to date paid R1 472 530 towards qualifying

charities, with a further R500 000 already

committed to Heartbeat, an NGO that

supports Aids orphans and vulnerable

children in areas throughout South Africa.

The trustees have agreed that at least

20% of the Enterprise Trust fund income

would be for the benefit of qualifying

MiX staff and they are investigating

the alternatives for this scheme.

The Enterprise Trust committed R1 million

during March 2012 towards the new

Heartbeat education centre for children in

Vosloorus. The centre is scheduled for

completion in November 2013. The

Enterprise Trust has had a long-standing

relationship with Heartbeat, and is

committed to the Vosloorus community. The

children of Vosloorus have suffered,

especially those who have been orphaned

by Aids. A sound education offers the best

chance for these children to be successful

in life. We are confident that this investment

represents a meaningful contribution

towards improving learning, social, and

support conditions for these children.

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New education centre for the children in Vosloorus

Heartbeat, an NGO that supports Aids orphans and vulnerable children in Vosloorus, is building a new learning centre for the children of the poverty-stricken township, thanks to a major investment by fleet telematics company MiX Telematics Enterprise.

Heartbeat’s chief operating officer, Phetole Seodi, says the new learning centre will enable the organisation to expand the range and scope of services it delivers to the children of the Vosloorus community. Heartbeat has helped more than 54 000 affected children in the past decade. Construction of the new centre, which was delayed as a result of red tape, will start in the next few months. The centre will support the children through various activities to ensure that they can excel academically. Assistance with homework will be provided, along with other support activities including individual counselling, support groups, youth camps, workshops and puppet shows, all of which focus on and ensure the wellbeing of the children. The centre will accommodate about 150 children. Seodi says the centre will bring new hope to children in one of Gauteng’s poorest communities by improving their education. “We estimate that more than three million children in South Africa are orphaned through HIV/Aids. Our approach is to try and keep family units together as much as possible, and this new centre will really help us empower these young people to reach their full potential in spite of their circumstances,” he said.

Heartbeat was founded in 2000 by Professor Sunette Pienaar in response to a call by the then president Nelson Mandela. Its mission is to empower orphans and vulnerable children, and those who support them, to be responsible leaders of the future. The organisation works in close partnership with communities, service providers, donors, government and friends to provide holistic services to these children, including psychological and social support, food, education, care and opportunities for development and growth.

The Enterprise Trust’s partnership with Heartbeat is an example of an investment in young people in surrounding areas who will potentially be MiX’s future employees and customers.

Corporate and social investmentGood corporate citizenship dictates that

investment in communities in which we

operate is not only good corporate

governance, it is just the right thing to do.

During the year, MiX invested R522 000

towards socially responsible initiatives.

This excludes additional funds raised by

MiX staff.

Education, from MiX’s perspective remains

the cornerstone of upliftment and socio-

economic development as it ensures future

growth of the individual and the community

in which each individual will work and

reside. This remains the premise of the

Group and guides us in terms of our social

investment. In addition to the skills

development and training provided to

employees, the Group also supports a

number of initiatives that focus on education

and training within previously disadvantaged

communities and is proud to be associated

with the following initiatives:

• Heartbeat is a beneficiary of the

Enterprise Trust and also benefits from

funding directly from MiX Enterprise.

• Clover Mama Afrika – Ukwakha Isizwe

(building and nurturing our nation), is a

national social upliftment project that

aims to assist and support communities

at grassroots level in an enabling and

empowering manner so that they can

help themselves and those around them.

The focus of the projects is to empower

and uplift women who look after abused,

abandoned, orphaned and vulnerable

children as well as the elderly, in order to

progress to a sustainable means of

supporting the community.

• Habitat for Humanity is a non-profit

housing organisation that seeks to

eliminate poverty and homelessness



from the world, and to make decent

shelter a matter of conscience and

action. During May 2012 some of the

staff from our Stellenbosch office

completed the entire construction of a

small house in only one week. The house

was constructed in the Mfuleni township,

located approximately 30 kilometres from

practical gifts for underprivileged children

who would not otherwise receive anything

during the December festive season.

• Other initiatives, of which there are many,

include but are not limited to the Reach

for a Dream project and Casual Day in

support of people with disabilities.

Cape Town. The group of staff involved

found this to be a very rewarding

experience and say they look forward to

their next project.

• Santa Shoebox is a project where staff

from Midrand and Stellenbosch

collaborated to put together nearly

300 “shoeboxes” full of personalised and

Ashbury, Montagu, known as the

Gateway to the Karoo, is a village where

you will find Mama Selestien, who

assists her community by caring for

children and the elderly, while overseeing

a catering business that involves a

number of community members. There

is no quiet time for this lady on any given

day. Between baking 500 loaves of

bread, baking cakes, and arranging

functions, she helps to prepare up to

200 fish and chips parcels, each of

which provides a daily meal to a family

of four in Ashbury. Mama Selestien is

one of the beneficiaries of the Mama

Afrika project, a community initiative by

Clover, generously supported by MiX.

Clover is a long-standing customer of

MiX. The Clover Mama Afrika project

aims to develop communities by

appointing women who are already

making a difference in their communities,

and further empowering them with

sustainable skills that can be transferred

to the community at large. The brainchild

of Professor Elain Vlok, Mama Afrika

has already touched the lives of more

than 14 000 children and over 2 500

elderly throughout the country. Mama

Selestien’s efforts received a renewed

boost late last year when the Clover

Mama Afrika team paid her a visit as part

of a 6 319 km journey around South

Africa – a journey which covered 20

centres across all nine provinces. The

road trip was funded by MiX. The socio-

economic problems faced by Mama

Selestien’s community are typical of

communities across South Africa and

the efforts of local corporates are making

a genuine difference in the country. The

ethos of the Clover Mama Afrika project

is based on the concept of ‘Ubuntu’ – an

ancient African wisdom, which teaches:

“I am who I am because of others around

me; I am because we are.” Ubuntu

speaks about how we, as human beings,

can’t exist in isolation and are all

connected. It’s in our ability to show that

we care and our generosity that

connects us to others within our

community and further afield. The

primary objectives of the trip were to

evaluate and mentor the “Mamas”, as

well as providing the Clover team with

an opportunity to meet the ladies and

engage with them on a personal level.

With the focus being on identifying

Mamas already operating within

communities, the project seeks out

opportunities for the individuals to further

develop their skills, while offering

financial assistance to help them grow

their businesses. Through their

involvement in these businesses, and

with these openhearted women, other

community members are able to learn

and use similar skills to further their own

development. The long-standing

relationship between MiX and Clover

South Africa is an ideal example of what

can be achieved when companies pool

their resources to make a greater

impact. Helping to offer the Mamas the

opportunity of becoming self-sustainable

is their best chance to be successful in

life. The road trip proved to be beneficial

for both the Clover Mamas and the

Clover Mama Afrika team.

The journey of a thousand miles begins with MiX

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VisionaryFrom personal safety to advanced fleet management solutions, MiX Telematics helps thousands of people to have better, safer experiences on the road. Our customers are reducing their risk, lowering their fleet operating costs, improving their safety levels and lessening their environmental impact.

41MiX TelematicsIntegrated Annual Report 2013 41MiX TelematicsIntegrated Annual Report 2013



Group Executive

Megan Pydigadu (38)Group Financial DirectorRe-elected 13 September 2011CA(SA)

Megan is a CA(SA), having completed her articles with Deloitte & Touche in 1999. She stayed on for a further two years as an audit manager. She has experience working for global groups, having worked for both De Beers and Bateman Engineering in the head office function.

Brendan Horan (38)Executive – Consumer SolutionsCA(SA)

Brendan qualified as a CA after completing articles at KPMG in 2001. He worked in London for three years for Intecbilling. He returned to South Africa to join the Control Instruments Group as financial director of its automotive aftermarket division. In 2007 he joined CI OmniBridge as the general manager of the RSA Sales division in Johannesburg. Shortly thereafter, CI OmniBridge was acquired by MiX and Brendan’s roles and responsibility were largely sales and business development focused where he contributed to exponential business growth in multiple and diverse channels on the African continent. This is his first completed year at the helm of our consumer business.

Charles Tasker (49)Executive – Fleet SolutionsDirectorRe-elected 11 September 2012

Charles founded DataPro in 1986, which was subsequently acquired by Control Instruments in 1996. In 1997 Charles joined Control Instruments Group as managing director of their fleet management business which became OmniBridge (now MiX Telematics International). Charles has a strong sales and commercial background and is passionate about technology. Today he is responsible for MiX Telematics’ fleet business globally.

Stefan Joselowitz (54)Chief Executive OfficerDirectorConfirmed 29 August 2007

A serial entrepreneur, Joss attributes his disappointing foray into the hospitality industry at the age of 23 as the best business education he could ever have hoped for. He sold his share in his second restaurant in 1985 and returned to his tech roots when he joined Shurlok. Since then, he has built several successful technology businesses. In 1995, he developed a business plan for a unique telematics concept and raised capital from an investment consortium for what was to become Matrix Vehicle Tracking. This was the seed that ultimately grew into MiX Telematics, a multi-national corporation with 12 offices in seven countries. In 2007, Joss and his team listed MiX on the main board of the Johannesburg Stock Exchange. Five years later, MiX employs close to 1 000 people worldwide and was adjudged one of the top five best performing companies on the JSE for 2012 by Financial Mail.



Terry Buzer (64)Executive – Development and EngineeringDirectorRe-elected 13 September 2011BSc (Hons)

Terry was appointed to the board of Control Instruments Group in 1987. He was involved in Control Instruments’ investment in Matrix (now MiX Telematics Africa) and the start-up and growth of OmniBridge (now MiX Telematics International), the two core companies on which MiX Telematics was founded. Terry is now heading up our technology, engineering and development teams, based in Stellenbosch.

Riëtte Botha (45)Executive – Special ProjectsDirectorRe-elected 11 September 2012BCom (Hons)

Riëtte practiced as an accountant with various companies, before joining MiX Telematics Africa in 1999. Her career at MiX has seen her through a variety of positions such as financial manager, financial director, chief operating officer, and managing director of the MiX Telematics Africa operation. Riëtte was recently appointed Executive of Special Projects. She also sits on the board of Heartbeat, an NGO focused on the care and upliftment of orphans and vulnerable children and serves on the social and ethics committee.

Howard Scott (54)Executive – Strategy and AcquisitionsDirectorRe-elected 13 September 2011BBusSci; CTA

Howard has been involved with the MiX Group in various roles since its inception. He served as a non-executive director from 1997 until 2003 and as the financial director from August 2007 until February 2008. He then worked as a consultant from March 2008 until November 2010 when he was re-appointed to the Board. Howard relocated temporarily from Australia to the USA to provide support to the Group CEO in the areas of strategy, mergers and acquisitions.

Howard was formerly registered with the South African Institute of Chartered Accountants and CPA Australia, having trained in computer auditing while completing his accounting articles with Arthur Young & Co. He then moved to Investec Bank where he was the group accountant before spending 12 years at the Radiospoor Group as the financial director. He also served as a non-executive director for a JSE DCM listed software house.

Gert Pretorius (45)Executive – Africa Fleet SolutionsBCom

Gert worked in several financial positions before joining the fleet management industry. Since 1998 he has worked as a senior executive in fleet management companies such as Super Group and Daimler Fleet Management, and in the security industry at Coin Security Group, before joining OmniBridge in 2006 as operations manager. He fulfilled various other positions in the Group in the operations and sales spheres. In 2008 he was appointed Managing Director of MiX Enterprise. In 2010 he was appointed chief operating officer for MiX Africa. At the beginning of 2012 he was appointed to the executive committee and made responsible for central operations and Africa Fleet Solutions.

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Non-Executive Directors

Richard Bruyns (60)

Chairman

CA(SA), PDM (Harvard)

Re-elected 11 September 2012

Richard’s directorship experience spans many industries and

achievements. During the past 20 years, Richard has led

companies of 500 to 12 000 employees with annual sales ranging

from R500 million to R20 billion in the IT, manufacturing, construction,

hospitality and consumer goods industries. His experience includes

turning one of Africa’s largest operators and managers of high-end

bush lodges from losses to strong profitability and culminating with

“best hotel in Africa and the Middle East”, and “second best small

hotel in the world 2005” for two of the group’s lodges.

Richard has served on many boards including Malbak, Kohler

Packaging, Kimberly Clark of SA, Crown Cork SA, Control

Instruments Group, Carnelley Rangecroft Consultancy, Conservation

Corporation of SA (CC Africa), Shift Interactive Communications,

and New Africa Investments. Richard is currently also a non-

executive director on the board of Conduit Capital, a listed company

in the financial services sector.

Hubert Brody (49)

CA(SA)


Hubert is chief executive officer and chairman of the executive

board of Imperial Holdings, the diversified mobility group with an

annual turnover of over R80 billion and assets of R48 billion.

He studied at the University of Stellenbosch and qualified as a CA in

1988. He has previously worked in the property, IT and banking

industries. Before being transferred to Imperial Holdings in 2003, he

was the chief financial officer of Imperial Bank.

Chris Ewing (64)

BCom LLB (Wits)

Appointment confirmed 11 September 2012

Chris is chairman of Cliffe Dekker Hofmeyr and a director in the

Corporate and Commercial practice, and has practiced in corporate

law for more than 30 years, specialising in mergers and acquisitions.

Chris completed his BCom LLB at the University of the Witwatersrand,

and began his career in the finance department of South African

Breweries in 1970. He joined Cliffe Dekker as a candidate attorney

in 1974, and was admitted as an attorney in 1976. In 1978, he joined

Credit Guarantee as their legal adviser, and returned to Cliffe Dekker

as a director in 1979. He was elected chairman in September 2001,

then as chief executive officer of Cliffe Dekker Hofmeyr in 2008 and

chairman in 2011.

Robin Frew (53)

BBus Sci (UCT), BCompt (Hons)


Robin is chief executive officer of Masalini Capital, an investment

company which manages listed and unlisted equity and property

investments. In addition to MiX Telematics, Robin serves as a non-

executive director for Wizzit Bank, PayM8 Payment Solutions and

Hymax Telecommunications.

Robin’s previous experience includes 15 years with Radiospoor

Technology Holdings, a supplier of cellular and related mobile

communication services. Robin was chief executive officer of the

group while it was listed on the JSE between 1997 and 2000. Robin

has been involved with MiX Telematics since its inception.



Richard Friedman (58)

BCom, AMP (Harvard)

Resigned 31 March 2013

Richard joined Control Instruments Group as a director of a

subsidiary company in 1981. He became managing director of

Control Instruments in 1985 and managing director and CEO

of Control Instruments Group in 1986. Richard resigned after

25 years as CEO of Control Instruments Group on 31 December

2011 to manage his and his family’s private investment and business

portfolio, which include their interests in MiX.

Fundiswa Roji (37)

BCom (Hons), BCompt, CA(SA)


Fundi, a CA(SA), is a senior manager in strategy and investor

relations at Imperial Holdings, the diversified mobility group with an

annual turnover of over R80 billion and assets of R48 billion. Prior to

the current position, she was a director of investments at Kagiso Tiso

Holdings, a position she held until December 2012. She is also a

member of the social and ethics committee of MiX. She was

previously the chairman of Matrix Vehicle Tracking (now MiX

Telematics Africa), a wholly owned subsidiary of MiX Telematics

prior to its listing. Fundi qualified as a CA(SA) in 2000 having served

her articles with Ernst & Young.

Roy Shough (62)

CA(SA), HDipBDP, CIA

Appointment confirmed 11 September 2012

Roy retired as a partner in Risk Advisory at Deloitte & Touche in

May 2012. He created their corporate governance and risk

management services in January 1995, and led this function for

many years. He has over 40 years’ experience in advising listed and

unlisted companies on corporate governance, internal audit, risk

management implementation and risk assessment. Roy was a

member of the King II and King III – Boards and Directors Task

Teams. Roy is the chairman of the audit and risk committee.

Tony Welton (65)

CA(SA), MBL (Unisa)


Appointed a non-executive director in February 2008, Tony has both

financial and operational expertise, having been the financial director

of large listed companies from 1986 to 2002. From November 2009

to August 2010, Tony was interim financial director of the Company

following the resignation of the previous incumbent. Tony is currently

an independent non-executive director, chairman of the social and

ethics committee and a member of the remuneration committee.

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Social and Ethics Committee Report

The MiX Telematics Limited (“MiX”) social

and ethics committee (“committee”) is in its

second year of existence and as chairman

I am pleased to report on the activities of

the committee for the 2013 financial year.

In accordance with the committee’s

mandate given by the Board and in

compliance with the Companies Act 71 of

2008 (“Act”) as set out in section 43 of the

Companies Regulations (“regulations”), the

committee executes its responsibility in

terms of its prescribed functions as well as

the rules governing the composition and

conduct of the committee. In terms of the

regulations, the committee also acts as the

social and ethics committee for the South

African subsidiaries of MiX.

Members of the committeeDuring the year under review, the social and

ethics committee members were:

• Anthony Welton (chairman and

independent non-executive director)

• Fundiswa Roji (independent non-

executive director)

• Riëtte Botha (executive director

responsible for social and ethics)

All the committee members served for the

full financial year of 2013.

The regulations prescribe that the

committee should comprise not less than

three directors or prescribed officers of the

Company, one of whom must not have

been involved in the day-to-day

management of the Company’s business

within the prior three financial years. The

committee complies with this requirement.

Summary of the committee’s function as prescribed by the ActSince this committee is still in its infancy it is

apt to briefly remind our stakeholders about

the obligations of this committee:

1. It is the obligation of the committee to

monitor the Company’s activities,

having regard to relevant legislation,

other legal requirements or prevailing

codes of best practice, relating to:

a. Social and economic development;

b. Good corporate citizenship;

c. The environment, health and

public safety, inclusive of the

impact of the Company’s

activities, products and services

thereon;

d. Consumer relationships, including

advertising, public relations and

compliance with consumer

protection laws; and

e. Labour and employment.

2. The committee must, as the occasion

dictates, bring matters within its

mandate to the attention of the Board.

3. A committee member must report on

matters within its mandate to the

shareholders at the Company’s annual

general meeting.

Regulations also refer to the 10 principles

as set out in the United Nations Global

Compact Principles, the OECD recom-

menda tions regarding corruption and the

International Labour Organisation Protocol

in terms of certain of the items to be

monitored.

Monitoring approachTaking into consideration the geographical

spread of MiX operations and the extent of

the monitoring required in terms of those

items mentioned above, the committee has

developed a comprehensive questionnaire,

which is distributed annually to all the MiX

operations. Results of the questionnaire

are, where relevant, reported to the Board

and incorporated into the report for the

annual general meeting.

The committee is satisfied with the Group’s

performance in each of the areas listed

above. Kindly refer to the sustainability

review for more detail on certain of these

aspects.



Policy reviewDuring the period under review, the Group’s

Code of Ethics and Conduct was updated.

An Anti-corruption and Bribery Policy,

together with a Whistleblowing Policy, were

also introduced.

Meetings and Board feedbackThe committee charter as approved by the

Board in 2012, remained unchanged for the

2013 financial year.

Three formal meetings were held during the

year as well as two informal meetings. As a

result of the close working relationship

between the audit and risk committee and

the social and ethics committee a member

of the audit and risk committee is invited to

every social and ethics committee meeting,

while a social and ethics committee member

is in turn invited to the audit and risk

committee meetings.

As more literature and advice has become

available in respect of social and ethics

committees, the committee was able to

refine and crystallise the scope of its

monitoring obligations, including the scope

of the legislative compliance requirements.

During the 2013 financial year, the

committee complied with and met its

obligations to monitor those items under

its mandate.

Signed on and behalf of the social and

ethics committee

AR Welton

Chairman of the committee

Midrand

4 June 2013

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Governance Structures and Systems

IntroductionMiX Telematics is fully committed to ensuring adherence to the strictest standards of ethical

conduct, fair dealing and integrity in its business practices. In support of this commitment MiX

endorses the principles and recommendations of King III. A register of MiX’s performance

against the 75 King III principles can be found on our website under investor relations

(www.mixtelematics.com). Mechanisms and policies appropriate to the Company’s business

have been established in keeping with this commitment to best practices of corporate

governance and integrity, and to ensure compliance thereto. Further to this, the Group has a

Code of Ethics and Conduct which all employees have to subscribe to and is underpinned by

MiX’s principles of honesty, equity, respect and dignity.

Board of Directors and executivesNon-executive directors

Independentdirector

Audit and risk

committeemember

Nominations and

remunerationcommittee

member

Social andethics

committeemember

Richard Bruyns ✓ ✓ ✓

Hubert BrodyChris Ewing ✓ ✓

Robin Frew ✓

Richard Friedman1 ✓

Fundiswa Roji2 ✓ ✓

Roy Shough3 ✓ ✓

Tony Welton ✓ ✓ ✓

1 Resigned from the Board effective 31 March 2013.2 Resigned from the audit and risk committee from 8 February 2013, but remains a member of the social and ethics committee.

3 Appointed to the Board of directors and audit and risk committee from 1 June 2012.

Executive committeeExecutive Director

Stefan Joselowitz (CEO) ✓ ✓

Riëtte Botha4 ✓ ✓

Terry Buzer ✓ ✓

Brendan Horan ✓

Gert Pretorius ✓

Megan Pydigadu (FD) ✓ ✓

Howard Scott ✓ ✓

Charles Tasker ✓ ✓

4 Member of the social and ethics committee.

The MiX Telematics Board is the focal point

and custodian of corporate governance in

the MiX Telematics Group. Board members

are expected to act in the best interest of

the Company and the Group and the

Company Secretary maintains a register of

directors’ interests as required by law.

Directors are appointed on the basis of skill,

experience and their contribution and

impact on the Group’s activities. The Board

decides on the appointment of directors

based on recommendations from the

nominations and remuneration committee.

The Board appoints the independent non-

executive Chairman and Chief Executive

Officer. The roles of the Chairman and the

Chief Executive Officer are distinct.

At least one-third of the non-executive

directors retire by rotation each year and

stand for re-election at the annual general

meeting in accordance with the MOI.

Directors’ appointments during the year are

ratified at the annual general meeting.

The Board comprises seven non-executive

directors and six executive directors. Four

of the non-executive directors, including the

Chairman, are independent.

An executive committee is in place that is

responsible for devising the Group strategy

for recommendation to the Board of

Directors and to implement the strategies

and policies approved by the Board. The

executive committee is also responsible for

the day-to-day business and affairs of

the Group.

The Chairman reviews the Board’s

performance informally on an ongoing

basis; this includes monitoring the

contribution of individual directors. This is

considered sufficient at this time.



In line with its annual meeting plan, the

Board meets at least quarterly. The Board

has adopted a charter which clearly defines

the responsibilities of the Board. The

Board’s primary responsibilities are to

create sustainable shareholder value and to

provide effective governance over the

Company’s affairs. The Company’s non-

executive directors provide an independent

perspective and complement the skills and

experience of the executive directors,

assessing strategy, budgets, performance,

resources, transformation, risk, key

performance areas and conduct. A copy of

the Board charter may be obtained from the

Company Secretary.

The Board has developed an approvals

framework, which delegates specific

powers and delegations of authorities to

operating management. This approvals

framework is updated annually. At Board

level, there is a clear balance of power and

authority which ensures that no single

director has unfettered powers of

decision-making.

The information needs of the Board and

committees are regularly assessed and

comprehensive and timely information is

provided in order that they may discharge

their duties effectively. Directors have

unrestricted access to all Company

information, records and documents. All

directors may seek the advice of the

Company Secretary or other independent

professional advice as necessary, at the

Company’s expense.

Board committeesIn the execution of its duties, the Board is

assisted by various committees to which

specific responsibilities have been

assigned. The committees operate in

accordance with approved charters (these

are available on request from the Company

Secretary) and report to the Board on their

activities. An evaluation of the committees’

performance is done on an annual basis.

Audit and risk committeeMiX has combined the audit and risk

committee into one committee. Members

consist only of independent non-executive

directors, one of whom is appointed

chairman. A quorum consists of the majority

of the members.

The Chairman of the Board is a member

of the audit and risk committee and

this dual role will be put forward to

shareholders for approval at the upcoming

annual general meeting.

Representatives from the outsourced

internal audit function and the external

auditors attend meetings. The chairman of

the social and ethics committee is also

invited to attend meetings due to the close

working relationship required between the

two committees. The Group Financial

Director attends all meetings, with the Chief

Executive Officer attending the half-year

and year-end results meetings.

The committee meets at least six times a

year, with two meetings a year focused on

risk management.

The duties and operations of the committee

are set out in the audit and risk committee

report on page 61.

Nominations and remuneration committeeThis committee is chaired by Richard

Bruyns and includes other non-executive

directors as members. A quorum consists of

the majority of the members. The Chief

Executive Officer is invited to attend

meetings.

Due to the mandatory requirements of the

JSE, that the chairman of the Board cannot

chair the remuneration committee, Robin

Frew will chair the committee going forward.

The committee meets at least four times a

year. The duties and operations of the

committee are set out in the nominations

and remuneration committee report on

page 63.

Social and ethics committeeIn line with the Companies Act 71 of 2008,

this committee was established in the prior

financial year. The committee includes two

non-executive directors and one executive

director as members. A quorum consists of

the majority of members. The Chief

Executive Officer and Group Financial

Director are invited to attend meetings.

The committee meets at least three times

a year. The duties and operation of the

committee are set out in the social and

ethics committee report on page 46 and are

further reported back to shareholders at

the AGM.

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Governance Structures and Systems continued

Members’ attendance at meetings

Board:Regular

meetings

Board:Annual

strategyExecutivecommittee

Audit andrisk

committee

Nominationsand

remunerationcommittee

Social andethics

committee

Number of meetings held during the year 5 1 6 6 4 3Richard Bruyns 5 1 1* 6 4Stefan Joselowitz 5 1 6 2* 4*Riëtte Botha 4 1 6 3Hubert Brody 5 1Terry Buzer 4 1 6Chris Ewing 5 1 6Robin Frew 5 1 4Richard Friedman1 5 1 4Brendan Horan 5* 1* 6 2*Gert Pretorius 5* 1* 6Megan Pydigadu 5 1 6 6* 1*Fundiswa Roji2 4 1 4 3Howard Scott 5 1 6Roy Shough3 4 1 5Charles Tasker 4 1 6Tony Welton 5 1 5* 3

* Attended as an invitee.1 Resigned from the Board effective 31 March 2013.2 Resigned from the audit and risk committee from 8 February 2013.3 Appointed to the Board and audit and risk committee from 1 June 2012.

Company SecretaryThe company secretarial function is

outsourced to Java Capital Trustees and

Sponsors Proprietary Limited (“Java”),

which provides an independent company

secretarial service. Prior to Java’s

appointment as Company Secretary during

February 2013, the Board considered the

competence, qualifications and experience

of the individual at Java who is responsible

for the performance of all company

secretarial duties to MiX and is satisfied that

the individual, who is an attorney with more

than eight years’ company secretarial

experience, has the necessary qualifications

and skills to undertake the role. Furthermore,

the Board is satisfied that an arm’s-length

relationship is maintained between the

Company and Java through the provisions

of the service agreement entered into

between Java and the Company which

limits the duties of the Company Secretary

to only those related to the corporate

governance of the Company and the

administration of company secretarial

documentation.

Java provides the Board as a whole, and

directors individually, with detailed guidance

on discharging their responsibilities. Java

ensures that proceedings and affairs of the

Board are properly administered in

accordance with pertinent laws and in

compliance with the rules and Listings

Requirements of the JSE Limited on which

the Company’s securities are listed.

AccountabilityGoing concernThe audit and risk committee considers the

facts and assumptions used in the

assessment of the going concern status of

the Group and the Company at financial

year-end so as to make a statement with

regards to the preparation of the financial

statements on the going concern basis and

the ability of the Company to pay out a

dividend to shareholders. The Group’s

budget and three-year plan form the basis

of the Board’s conclusion on the going

concern principle.

Internal controlsThe directors acknowledge that they are

responsible for instituting internal control

systems that provide reasonable

assurance on safeguarding assets and

preventing their unauthorised use or

disposal, as well as maintenance of proper

accounting records that give reasonable

assurance on the reliability of financial

information produced.

Internal auditThe internal audit function is outsourced to

Deloitte. The outsourced internal audit

function works closely with the Group

Financial Director but reports to the audit

and risk committee. The outsourced internal



audit function has unrestricted access to

the chairman and members of the audit and

risk committee. The internal audit plan for

the Group is developed using a risk-based

approach and is approved by the audit and

risk committee.

The internal audit function focuses on

value-added operational controls and the

adequacy thereof as opposed to the review

of the effectiveness of financial controls. As

the role of internal audit matures, the

intention is that financial control

effectiveness will become part of the

internal audit coverage plan.

Internally, management has reviewed the

entity level controls and presented their

findings to the audit and risk committee.

Based on this review, nothing has come to

the attention of the audit and risk committee

to indicate that significant internal financial

reporting controls have not operated as

intended.

Financial reportingMiX has a comprehensive system for

reporting financial information to the Board

on a monthly basis in the form of

management accounts. Each operation is

responsible for preparing budgets and

three-year plans which are approved by the

Board. Regular forecasts are performed

during the financial year and circulated to

the Board.

Standard group accounting policies are in

place, with which all operations comply.

IT governanceThe Board takes overall responsibility for IT

governance. This has not been delegated

to the audit and risk committee nor has a

separate Board committee been

established. The responsibility for IT

governance rests with an executive

committee member and is reported on at

all Board meetings.

Dealings in securitiesDirectors’ dealings in the Company’s shares

are strictly controlled in terms of the JSE

Listings Requirements. The Board Charter,

in compliance with the Securities Services

Act and JSE Listings Requirements,

prohibits directors, officers and selected

employees from dealing in the Company’s

shares during designated periods preceding

the announcement of the Group’s financial

results, any period while the Company is

trading under a cautionary announcement

and at any other time deemed necessary by

the Board. Dealings by directors are given

prior clearance and reported to the

Chairman, Company Secretary and are

published on SENS within 48 hours of the

dealing.

Compliance with laws and regulationsThere has been nothing that has come to

our attention where we have not complied

with laws and regulations in the jurisdictions

within which we operate. During the year

under review, we have not paid any material

fines for non-compliance with laws and

regulations.

Business integrity and ethicsIn support of the requirements of the King III

recommendations, MiX Telematics has

formalised its business ethics process. A

formal code of ethics and conduct has been

adopted which is applicable to all directors

and employees of the Group.

The code requires, among others:

• Corrupt or illegal practices will not be

tolerated.

• MiX Telematics will observe the laws of

any country in which its business is

transacted.

• All business transactions will be

completely and properly recorded.

• Customers and their information will be

treated with the utmost confidentiality.

• MiX Telematics does not participate in

any illegal anti-competitive activity.

• MiX Telematics is non-political.

• MiX Telematics’ business dealings

(including use of Company assets)

should be conducted at normal arm’s-

length terms, in the interest of MiX

Telematics.

• Business gifts and other offers of

hospitality can only be accepted in

compliance with the MiX Telematics Anti-

Bribery and Corruption Policy.

• MiX Telematics does not discriminate

against any employee, third party,

customer, or member of the public on the

grounds of race, colour, gender, sexual

orientation, age, religion or creed.

• MiX Telematics requires timeous

dissemination of transparent, honest and

accurate information both internally and

to outside stakeholders and investors.

• MiX Telematics fosters a work ethic

based on non-discrimination and

opportunity for all.

• Sound environmental practices.

Effective communication of the Code of

Ethics and Conduct is an ongoing process.

MiX has also established an Anti-bribery

and Corruption Policy together with a

Whistleblowing Policy. A hotline has

also been set up offering a confidential

and safe system by which employees or

other parties can report unethical or risky

behaviour. Such reports can be submitted

to: [email protected].

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Risk Management

The Board takes overall responsibility for

risk management with a formal process

implemented for managing risk. This

process is overseen by the audit and risk

committee. The audit and risk committee

sets aside two meetings during the year to

review matters pertaining to risk. The

objective of the Group’s risk management

processes is to assist the Board in its

responsibility to identify, assess, manage

and monitor the risks to which the business

is exposed. These include both strategic

and operational risks. On an annual basis,

the Board reviews the Group’s risk register

to ensure risks are being managed within a

tolerable level and that sufficient attention is

being paid to reducing items where the risk

is considered unacceptable. The Group

follows the King III principles of risk

management by either treating, transferring

or terminating the risk.

Risk is managed at an operational level with

operations maintaining their own risk

registers. These risk registers are in turn

consolidated at Group level to determine

the Group risk register.

Risk Strategy implemented

Product offering not being of acceptable quality or failing

• Quality control procedures in place

Currency volatility • Established economic hedging policy• Diversification across territories to minimise

overall impact of currency volatility

Non-compliance with relevant legislations and regulations

Contractual agreements legally flawed

• Review of major contracts by legal experts• Advice taken from professional advisers when

dealing in new territories• Ongoing training of staff

Liquidity risk of not having sufficient banking facilities

• Multi-banked• Sufficient debt facilities expiring at different

dates• Surplus cash on hand

Critical systems not providing sufficient uptime to service customers

• Use of redundant architecture• Business continuity plan in place

Reliance on cloud computing and risk of unauthorised access

• ISO27001 project in place• Ongoing third-party review of system

weaknesses

No formal succession planning in place

• Succession plan in place at Board level• Manco structure in place to groom next level

of management

Reputation and brand perception • Ongoing training• Ongoing review of compliance to Group

ethics and legal requirements• Group-wide brand guidelines

Over-reliance on key relationships • Multiple suppliers in place• Risk mitigation plan in place for strategic

supplies

Industry consolidation

Failing to participate in value-adding transactions

Paying too much to acquire a business

Not integrating acquisitions successfully

• Potential transactions are subject to rigorous analysis

• Active mergers and acquisition strategic focus on a global basis

Doing business in high-risk, politically unstable countries

• No material capital outlay upfront• Risk assessment of countries done prior to

entering a region and doing business

Not adapting timeously to changes and trends in the telematics industry

• Annual strategic review of market trends• Ensuring offering is agile and highly

adaptable



Information Technology Review

MiX has a large and expanding customer

base with a mission to grow to one million

subscribers by 2016. To do this the Group

relies on robust IT systems to support the

business operations. Over the past months,

the Group has formalised a business

operating model and started a modernisation

programme to refresh and replace some

of the enterprise business platforms. MiX

strives for efficiency and prides itself on

excellent service delivery and providing

value to our customer base.

Business processMiX focuses on end-to-end business

processes targeting how best to provide

service to the customer base. By taking a

process view of the business we have

identified the core capabilities required to

effectively execute the business process

and organise hiring and training activities to

improve the required capabilities.

Investment decisions are made with the

business operating model, business

process and required capabilities in mind

which ensures MiX receives the highest

return on every investment.

Enterprise systemsTo optimise efficiencies and reduce costs

the last year has seen a significant effort

to merge and modernise our systems

landscape. The focus has been on customer

service systems, concentrating on how we

can communicate and transact more

effectively, with both our channel partners

as well as our customer base. These

activities will continue and should start

showing returns in the new financial year.

Information securityMiX prides itself as a premium software and

service provider in the telematics market.

The Group has a wealth of information on

both mobile assets and company and

personal information. Keeping that

information safe and secure is a primary

focus and throughout the years, MiX has

had a number of programmes in place to

ensure customer data is safe. The last year

saw MiX embark on the ISO 27001 journey

to further enhance our security focus and

provide additional assurance to both our

consumer and corporate customers. MiX

has dedicated staff in place to constantly

monitor the information security practice

and makes use of a number of external

consulting partners to provide further

assurance in this space.

People and structureGroup IT has two significant areas of focus:

• Hosting and operations. The primary

focus is on providing hosting facilities for

the software products the Group

develops. In addition, the hosting and

operations team provide end-to-end

support for the hardware and software

platforms and ensure customers are well

looked after in their contracted services.

• Business systems. The business systems

team focus on providing efficient and

robust business platforms for the Group

to better serve the customer base and

channel partners.

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PioneeringWith a global footprint, a large and growing subscriber base as well as a history of operating successfully in international markets, MiX Telematics is positioned to take advantage of significant growth opportunities. We share our success with over 130 fleet channel partners worldwide.



Financial Reports

ContentsFinancial Reports

57 Statement of Directors’ Responsibility

57 Certificate of the Company Secretary

58 Directors’ Report

61 Report of the Audit and Risk Committee

63 Nominations and Remuneration Committee Report

67 Independent Auditor’s Report

68 Statements of Financial Position

69 Income Statements

70 Statements of Comprehensive Income

71 Statements of Changes in Equity

72 Statements of Cash Flows

73 Notes to the Annual Financial Statements

131 Shareholder Information


Financial Reports

Statement of Directors’ Responsibilityfor the year ended 31 March 2013

Certificate of the Company Secretaryfor the year ended 31 March 2013

The directors are responsible for the preparation, integrity and fair

presentation of the annual financial statements of MiX Telematics

Limited (“the Company”) and its subsidiaries (“the Group”). The

annual financial statements have been prepared in accordance with

International Financial Reporting Standards (“IFRS”) and in

accordance with the requirements of the Companies Act 71 of 2008

(“the Act"), and include amounts based on judgements and estimates

made by management.

The Group’s independent auditors, PricewaterhouseCoopers Inc.,

have audited the annual financial statements and their unqualified

report appears on page 67.

The directors consider that having applied IFRS in preparing the

financial statements, they have used the most appropriate

accounting policies, consistently applied unless otherwise indicated

and supported by reasonable and prudent judgements and

estimates, and that all IFRS that they consider applicable have been

followed. The directors are satisfied that the information contained in

the financial statements fairly presents the results of the operations

for the year, and the financial position of the Group and Company at

year-end, in accordance with IFRS.

The directors are also responsible for the systems of internal control.

These are designed to provide reasonable, but not absolute,

assurance as to the reliability of the annual financial statements, and

to adequately safeguard, verify and maintain accountability of

In terms of the Companies Act 2008 (“the Act”), we certify that, to the best of our knowledge and belief, the Company has lodged with the

Companies and Intellectual Properties Commission, for the financial year ended 31 March 2013, all such returns as are required of a public

company in terms of section 88 of the Act and that all such returns are true, correct and up to date.

Java Capital Trustees and Sponsors Proprietary Limited

Company Secretary

Midrand

4 June 2013

assets, as well as prevent and detect material misstatement and

loss. Nothing has come to the attention of the directors to indicate

that any material breakdown in the functioning of these controls,

procedures and systems has occurred during the year.

The annual financial statements are prepared on a going concern

basis. Nothing has come to the attention of the directors to indicate

that the Company or the Group will not remain a going concern

for the foreseeable future, based on forecasts and available

cash resources.

The annual financial statements set out on pages 57 to 62 and 67 to 131 were approved by the Board of Directors on 4 June 2013 and are signed on its behalf by:

Richard Bruyns Stefan JoselowitzChairman ChiefExecutiveOfficer

Megan PydigaduGroup Financial Director

Midrand

4 June 2013

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Financial Reports

Directors’ Reportfor the year ended 31 March 2013

Nature of businessMiX Telematics Limited is a holding company listed under the “MIX”

short code in the Business Support Services sector on the JSE

Limited (“JSE”). The Group’s activities focus on fleet and mobile

asset management solutions delivered as software-as a-service or

SaaS.

Review of resultsThe results of the Group and the Company have been set out in the

attached financial statements, as set out on pages 57 to 62 and

67 to 131.

Acquisitions and disposalsThe Group did not make any disposals of businesses during the

year. During the year, the Group acquired the business of Intellichain

Proprietary Limited (“Intellichain”) (consisting of selected assets and

liabilities and employees) for an amount equal to the outstanding

balance of the loan previously provided to Intellichain by the Group.

On the effective date of the transaction, the aforementioned loan

approximated R6 million. In the prior year, One Stop Shop, the

vehicle conversion business unit forming part of the MiX Telematics

Europe business, was disposed of to Imperial Commercials Limited,

a related party.

Changes to share capitalThere were no changes in the Company’s authorised number of

shares during the year under review (2012: none). The number of

issued shares increased by 2 762 500 as a result of employee share

options exercised during the year (2012: 200 000).

On 25 October 2012, the Company's new Memorandum of

Incorporation (“MOI”) was accepted by the Companies and

Intellectual Property Commission. As a result, the issued share

capital of MiX Telematics Limited of 659 450 000 shares with a par

value of 0.002 cent per share at the conversion date was converted

to shares of no par value.

At year-end, the authorised stated capital amounted to one billion

ordinary shares with no par value. The number of issued shares of

no par value amounted to 659 962 500. No treasury shares were

held (2012: none).

DividendsDividends paid during the year under review are set out in note 34 to

the financial statements.

Subsequent to year-end, a cash dividend of 6 cents per share has

been awarded to shareholders. The dividend has been declared out

of income reserves for the 12 months ended 31 March 2013. The

dividend will be subject to a dividend withholding tax at a rate of

15%, which will result in a net dividend of 5.1 cents per share to

those shareholders who are not exempt in terms of section 64F of

the Income Tax Act.

The salient dates are as follows:

Last date to trade cum dividend Friday, 28 June 2013

Trading ex dividend commences Monday, 1 July 2013

Record date Friday, 5 July 2013

Payment date Monday, 8 July 2013

Shares may not be dematerialised or rematerialised between

Monday, 1 July 2013 and Friday, 5 July 2013, both dates inclusive.

Special resolutions of MiX Telematics LimitedThe following special resolutions were passed at the annual general

meeting of shareholders, held on 11 September 2012:

• providing general authority to enable the Company (or any

subsidiary) to acquire its own shares. This authority will be put up

for renewal at the forthcoming annual general meeting;

• providing authority to the directors of the Company to approve

actions related to any transaction amounting to financial assistance

between inter-related companies, in terms of section 45 of the

Companies Act 71 of 2008. This authority will be put up for renewal

at the forthcoming annual general meeting;

• approving the remuneration payable to non-executive directors

for the 2012/2013 financial year;

• approving the conversion of ordinary shares from shares with a

nominal par value of 0.002 cent per share into no par value

shares; and

• adoption of the new MOI.


Financial Reports

Special resolutions of subsidiary companiesThe following special resolutions were passed at the subsidiary

companies:

• MiX Telematics International Proprietary Limited – Adoption of

new MOI – 1 October 2012.

• MiX Telematics Africa Proprietary Limited – Adoption of new

MOI – 1 October 2012.

• MiX Telematics Enterprise SA Proprietary Limited – Adoption of

new MOI – 1 October 2012.

DirectorateAt 31 March 2013, the Board comprised:

Non-executive directorsR Bruyns (Chairman)

H Brody

C Ewing

R Frew

F Roji

R Shough

A Welton

Executive directorsS Joselowitz (Chief Executive Officer)

R Botha

T Buzer

M Pydigadu (Group Financial Director)

H Scott

C Tasker

On 1 June 2012, R Shough was appointed as a non-executive director

and chairman of the audit and risk committee. R Friedman resigned

as a director of the Company with effect from 31 March 2013.

Directors’ interestsPlease refer to note 37 of the annual financial statements which sets

out the directors’ shareholdings and interests in contracts.

Service contractsNeither the non-executive directors nor the executive directors have

fixed term employment contracts.

SubsidiariesThe subsidiary companies are set out in note 46 to the annual

financial statements.

Borrowing powersIn terms of the Memorandum of Incorporation of the Company, the

borrowing powers of the Company are unlimited. The details of

borrowings appear in note 20 of the annual financial statements.

Going concernThe directors have reviewed the Group and Company’s budget and

cash flow forecast for the year ending 31 March 2014. On the basis

of this review, and in light of the current financial position and existing

borrowing facilities, the directors are satisfied that the Group and

Company have access to adequate resources to continue in

operational existence for the foreseeable future and are going

concerns. The directors have continued to adopt the going concern

basis in preparing the financial statements.

Litigation statementThere are no legal or arbitration proceedings, nor are the directors

aware at the date of this report of any proceedings which are pending

or threatened, which may have or have had a material effect on the

Group’s or Company’s financial position.

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Contingent liabilitiesThe Group’s contingent liabilities are set out in note 38 to the


Events after reporting dateThe Group’s events after reporting date are set out in note 40 to the


Changes to the board committeesOn 13 May 2013, R Bruyns, the independent non-executive

chairman of the Company, resigned as chairman of the nominations

and remuneration committee of MiX with effect from 7 May 2013, but

will remain a member of the nominations and remuneration

committee. R Bruyns has also been appointed as a member of the

social and ethics committee.

R Frew, a non-executive director, was appointed as chairman of the

nominations and remuneration committee on 13 May 2013.

E Banda has been appointed as an independent non-executive

director to the Board of Directors of the Company and as a member

of the audit and risk committee with effect from 13 May 2013.

F Roji resigned as a non-executive director from the Board of

Directors of the Company and has been appointed as an alternate

director to H Brody with effect from 13 May 2013. She remains a

member of the social and ethics committee.

AuditorsPricewaterhouseCoopers Inc. are the appointed auditors to the

Company and also audit all of the subsidiaries, other than MiX

Telematics Europe Limited and MiX Telematics Europe GmbH which

are audited by KPMG Inc.

Company SecretaryFrom 15 February 2013 the company secretarial function was

outsourced to Java Capital Trustees and Sponsors Proprietary

Limited (“Java”), which provides an independent company secretarial

service. Prior to Java’s appointment as Company Secretary

during February 2013, Probity Business Services Proprietary Limited

was responsible for the company secretarial function.

Midrand

4 June 2013

Financial Reports

Directors’ Report continued

for the year ended 31 March 2013


Financial Reports

Report of the Audit and Risk Committeefor the year ended 31 March 2013

The audit and risk committee has pleasure in submitting this report,

which has been approved by the Board and prepared in compliance

with the Companies Act 71 of 2008 (“the Act”) and in accordance

with the mandate given by the Board.

Members of the audit and risk committeeThe audit and risk committee consists of the independent non-

executive directors listed below and meets six times per annum

in accordance with its charter. All members are suitably skilled

and experienced and act independently as described in the Act.

The appointment of the audit and risk committee was approved at

the AGM held on 11 September 2012. F Roji resigned from the

committee on 8 February 2013 as a result of accepting a position

with a significant shareholder of the Company and was no longer

deemed independent.

In the review period ended 31 March 2013, the members of the audit

and risk committee were:

• Roy Shough (appointed 1 June 2012, Chairman)

• Richard Bruyns (Chairman 1 April 2012 to 31 May 2012)

• Chris Ewing

• Fundiswa Roji (resigned 8 February 2013)

The committee was in place throughout the 2013 financial year, and

the external auditors and internal auditors have direct access to its

chairman and are invited to all meetings.

The chairman of the social and ethics committee attends all audit

and risk committee meetings as an invitee due to the close working

relationship between the two committees.

Members of the executive team, including the Group Financial

Director and Chief Executive Officer, attend committee meetings by

invitation and have no voting rights. Similarly, external and internal

auditors attend committee meetings by invitation and have no

voting rights.

The chairman reports to the Board at all Board meetings on the

activities and recommendations of the committee.

Financial reportingThe committee reviewed the interim and year-end Group financial

statements culminating in a recommendation to the Board to adopt

them. The review of the results included ensuring compliance with

International Financial Reporting Standards (“IFRS”) and the

acceptability of the Company’s accounting policies. This includes

the appropriate disclosures in the financial statements so that

shareholders will have meaningful insight into the state of the

financial affairs of the Company and the Group.

Independence of the external auditorA formal procedure governs the process for considering the provision

of non-audit services by the external auditors, and the engagement

letters for such services are reviewed by the committee in advance.

The committee has satisfied itself through enquiry that the external

auditor is independent as defined by the Act.

The committee has met with the external auditors without

management present, to discuss the results of their examinations,

their evaluations of the Company’s internal controls, including

internal control over financial reporting; and the overall quality

of the Company’s financial reporting. The committee also

discussed the expertise, resources and experience of the

Company’s finance function with the external auditors. No matters

of concern were raised during those meetings.

The committee has agreed to an audit fee for the 2013 financial year.

Auditors’ remuneration is disclosed in note 30 to the financial

statements. We are of the view that this remuneration is appropriate.

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Financial Reports

Report of the Audit and Risk Committee continued


The committee has recommended PricewaterhouseCoopers Inc. as

external auditors for the 2014 financial year subject to approval at

the annual general meeting.

Internal auditThe internal audit plan for the past year was approved by the

committee. All internal audit reports were reviewed and discussed at

committee meetings and where appropriate recommendations were

made to the Board.

Internally, management has reviewed the entity level controls and

presented their findings to the audit and risk committee. Based

on this review, nothing has come to the attention of the audit and risk

committee to indicate that the internal financial reporting controls

have not operated as intended.

Risk managementThe committee reviewed the Group risk register prior to it being

presented to the Board. The committee also had two meetings

dedicated to risk during the year where matters of risk were

discussed.

Expertise and experience of the Group Financial Director and finance functionThe committee reviewed the performance and expertise of the

Group Financial Director, Ms Megan Pydigadu, and confirms her

suitability to continue to hold office as Group Financial Director in

terms of the JSE Listings Requirements.

Integrated reportThe committee has considered all factors and risks that may impact

the integrity of this integrated report. The committee has reviewed

and discussed the audited financial statements with the external

auditors and executive management as reported in the integrated

report. Apart from the annual financial statements set out on the

portion of pages 67 to 131 that form part of the integrated report, no

other external assurance has been obtained for information

contained in the integrated report. The committee is satisfied that

the report complies with the Act, the JSE Listings Requirements

and IFRS and has therefore recommended the annual financial

statements for approval to the Board.

Discharge of responsibilities The committee determined that during the financial year under

review it has discharged its legal and other responsibilities as

outlined in its charter. The Board concurred with this assessment.

R ShoughChairman of the committee

Midrand

4 June 2013


Financial Reports

Nominations and Remuneration Committee Reportfor the year ended 31 March 2013

We are pleased to report to you on the nominations and remuneration

committee’s activities for the 2013 financial year. The committee

executes its responsibility in accordance with the mandate given by

the Board.

In the review period ended 31 March 2013, the members of the

nominations and remuneration committee were:

• R Bruyns (Chairman)

• R Frew

• R Friedman (resigned 31 March 2013)

• A Welton (appointed 31 March 2013)

Mr R Bruyns is an independent non-executive director. The

committee normally invites the Chief Executive Officer to attend its

meetings but he has no voting rights. He does not participate in

discussions on his own remuneration, which is set by the committee.

The committee meets on a quarterly basis.

Among other items, the committee’s terms of reference include:

• attending to the remuneration and benefits of senior executives

and executive directors;

• advising on non-executive directors’ fees and fees for those

directors who are members of Board committees;

• advising on senior executive and executive director appointments;

• reviewing succession planning at an executive level;

• confirming the share incentive plan and the allocation of awards

under the plan; and

• selecting and recommending candidates for appointment to

the Board.

Changes to the non-executive directors’ fees are approved by

shareholders at the annual general meeting.

The King III recommendations suggest that the remuneration policy

be approved by shareholders and that certain senior executives’

remuneration be disclosed. The Company has not formally obtained

shareholder approval for its remuneration policy but the Company’s

philosophy is detailed below. The executive remuneration has been

detailed further on in the report.

Remuneration policyPrinciples of executive remunerationMiX Telematics’ remuneration policy is formulated to attract and

retain high-calibre executives and motivate them to develop and

implement the Company’s business strategy in order to optimise

long-term shareholder value. It is the intention that this policy should

conform to best practice standards. The policy is framed around the

following key principles:

• total rewards are set at levels that are responsible and competitive

within the relevant market;

• total incentive-based rewards are earned through the achievement

of demanding growth and return targets consistent with

shareholder interests over the short, medium and long term;

• incentive plans, performance measures and targets are structured

to operate soundly throughout the business cycle; and

• the design of long-term incentive plans is prudent and does not

expose shareholders to unreasonable financial risk.

Elements of executive remunerationExecutive remuneration comprises the following four principal

elements:

• basic salary and allowances;

• bi-annual incentive bonuses;

• share incentive plans; and

• retirement and other benefits.

The committee seeks to ensure an appropriate balance between the

fixed and performance-related elements of executive remuneration

and between those aspects of the package linked to short-term

financial performance and those linked to longer-term shareholder

value creation. The policy relating to each component of remuneration

is summarised below.

Basic salaryThe basic salary of each executive is subject to annual review and is

set to be responsible and competitive with reference to external

market practice in similar companies, which are comparable in terms

of size, market sector, business complexity, and international scope.

Company performance, individual performance and changes in

responsibilities are also taken into account when determining annual

basic salaries.

Bi-annual incentive bonusAll executives are eligible to receive a performance-related bi-annual

bonus. The bonus is non-contractual and not pensionable. The

committee reviews bonuses at the half-year and at year-end, and

determines the level of bonus based on performance criteria set at

the start of the performance period. The criteria include targets

relating to subscribers, earnings, cash growth targets and certain

discretionary elements.

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Nominations and Remuneration Committee Report continued


The short-term incentive programme is available to executive

directors, senior executives and selected employees. Cash bonuses

to senior executives and executive directors are approved by the

nominations and remuneration committee.

Share incentive planThe long-term incentive programme is administered through the

Group Executive Incentive Plan – a share option plan. The share

option plan and the award of share options to executive directors

and senior executives is controlled by the committee. Motivations for

the award of share options are presented by the executive directors

to the committee which, after review and consideration, recommends

the award of such options as it deems fit to the Board for approval.

Selected participants will receive grants of share options which are

conditional rights to receive MiX shares at prices equal to the

exercise price. Vesting of options is subject to time and performance

conditions. The performance conditions and period are determined

by the Board on a grant-by-grant basis in respect of each new grant

of options.

The targets and measuring terms relating to each issue are detailed

in the letter of grant. After vesting, the options will become

exercisable. Upon exercise by a participant, MiX Telematics Limited

will settle the value of options by delivering the Company’s shares

that will be issued out of authorised unissued shares of the Company.

These options are treated as equity-settled instruments.

EligibilityAny senior employee with significant managerial or other

responsibility, including any director holding salaried employment

or office in the Group, is eligible to participate in the share

incentive plan.

A total of 63 675 000 share options remain unexercised at an

average price of 138 cents per share of which 11 512 500 options

have vested and met their performance conditions. Refer to note 18

of the annual financial statements for further detail.

Retirement plans and other benefitsExecutives are remunerated on a cost-to-company basis and as part

of their package are entitled to a car allowance, provident fund

contributions, medical, death and disability insurance. The provision

of these benefits is considered to be market competitive for executive

positions.

Other matters affecting remuneration of directorsExternal appointments

Executive directors are not permitted to hold external directorships

or offices without the approval of the Board, other than those of a

personal nature.

Non-executive directors

Fees payable to non-executive directors are proposed and reviewed

by the nominations and remuneration committee and recommended to

the Board, which in turns makes recommendations to shareholders

with reference to the fees paid by comparable companies,

responsibilities taken by the non-executive directors and the importance

attached to the retention and attraction of high-calibre individuals.

Non-executive directors, in accordance with the recommendations

of King III, do not participate in any incentive programmes.

2013Total

R’000

2012Total

R’000

Non-executive R Bruyns 754 771H Brody1 240 240C Ewing1 365 61R Frew1 296 296R Friedman 296 296A Patel1 – 304F Roji1 376 389R Shough 325 –A Welton 320 328

2 972 2 685Value-added tax1 179 181

3 151 2 8661 VAT included as part of invoice received. Directors’ fees shown exclude VAT.

Directors’ feesDirectors’ fees are determined every two years. The proposed fees

to be approved by shareholders at the annual general meeting are

detailed below:R

Director’s fee 270 000Audit and risk committee member* 140 000Nominations and remuneration committee member* 63 000Social and ethics committee member* 50 000Chairman of the Board* 605 000Chairman of the audit and risk committee* 168 000Chairman of the nominations and remuneration committee* 95 000Chairman of the social and ethics committee* 90 000

*In addition to the Director’s fee.


Financial Reports

Executives’ remunerationThe table below provides an analysis of the emoluments paid to executives of the Company for the year ended 31 March 2013.

Salary andallowances

R’000

Otherbenefits

R’000

Retirementfund

R’000

Performancebonuses1

R’000

2013Total

R’000

2012Total

R’000

Executive3 S Joselowitz 3 678 – – 3 798 7 476 5 788R Botha 2 326 11 90 704 3 131 3 386T Buzer 1 898 19 150 2 013 4 080 3 041M Pydigadu 1 746 91 71 1 632 3 540 2 463H Scott 2 636 – – 2 134 4 770 2 685C Tasker 2 199 40 189 2 285 4 713 3 646B Horan2 1 662 97 68 1 544 3 371 450G Pretorius2 1 587 96 150 2 154 3 987 450

17 732 354 718 16 264 35 068 21 9091Performancebonusesarebasedonactualamountspaidduringthefinancialyear.2 Appointed to the executive with effect from 1 January 2012.3AllprescribedofficersoftheCompanyareincludedaspartoftheexecutivecommitteeasnotedabove.

Executives’ employment contractsAll executives’ contracts are terminable on three calendar months’ notice.

Non-executive directors’ appointments are made in terms of the Company’s Memorandum of Incorporation and are initially confirmed at the

first annual general meeting of shareholders following their appointment, and thereafter directors are re-elected by rotation. Non-executive

directors do not hold fixed-term contracts.

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Incentive planExecutives participate in the incentive plan, designed to recognise the contributions of senior staff to the growth in the Company’s equity.

Within limits imposed by shareholders, rights are allocated to directors and senior staff. The equity-linked compensation benefits for executives

are set out below.17 March

2008000’s

17 March2008000’s

9 December2008000’s

9 December2008000’s

4 June2010000’s

4 June2010000’s

3 January2012000’s

7 November2012000’s

Total000’s

S Joselowitz1 1 500 2 000 500 1 000 1 500 3 000 – 2 500 12 000R Botha1 375 2 000 250 1 000 1 500 – – – 5 125T Buzer1 1 500 2 000 250 1 000 1 500 – – – 6 250M Pydigadu1 – – – – 1 500 1 000 – 1 000 3 500H Scott1 – – – – 1 500 1 000 – – 2 500C Tasker1 1 500 2 000 500 1 000 1 500 – 2 000 2 000 10 500B Horan 200 100 150 50 500 – 1 000 1 500 3 500G Pretorius 500 200 – – 500 – 1 000 1 500 3 700

5 575 8 300 1 650 4 050 10 000 5 000 4 000 8 500 47 075

Option strike price (cents per share) 118 118 70 70 112 112 154 246JSE share price on grant date (cents per share) 118 118 58 58 104 104 160 300Expiry date 17 March

201417 March

20149 December

20149 December

20144 June

20164 June

20163 January

20187 November

2018Performance conditions:Share price of (Rand) n/a 10 n/a 5 n/a 5 n/a n/aMinimum shareholder return of 10% n/a 10% n/a 5% n/a 10% 10%1 Executive director

Signed on behalf of the nominations and remuneration committee.

SR Bruyns

Chairman of the committee

Midrand

4 June 2013


Financial Reports

Independent Auditor’s Report

TO THE SHAREHOLDERS OF MiX TELEMATICS LIMITEDWe have audited the consolidated and separate financial statements

of MiX Telematics Limited set out on pages 68 to 131 which comprise

the statements of financial position as at 31 March 2013, and the

income statements, statements of comprehensive income,

statements of changes in equity and statements of cash flows for the

year then ended, and the notes, comprising a summary of significant

accounting policies and other explanatory information.

Directors’ responsibility for the financial statementsThe Company’s directors are responsible for the preparation and fair

presentation of these consolidated and separate financial statements

in accordance with International Financial Reporting Standards and

the requirements of the Companies Act of South Africa, and for such

internal control as the directors determine is necessary to enable the

preparation of consolidated and separate financial statements that

are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these consolidated

and separate financial statements based on our audit. We conducted

our audit in accordance with International Standards on Auditing.

Those standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance

about whether the consolidated and separate financial statements

are free from material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the

entity’s preparation and fair presentation of the financial statements

in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on

the effectiveness of the entity’s internal control. An audit also

includes evaluating the appropriateness of accounting policies used

and the reasonableness of accounting estimates made by

management, as well as evaluating the overall presentation of the


We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated and separate financial statements

present fairly, in all material respects, the consolidated and separate

financial position of MiX Telematics Limited as at 31 March 2013,

and its consolidated and separate financial performance and its

consolidated and separate cash flows for the year then ended in

accordance with International Financial Reporting Standards and

the requirements of the Companies Act of South Africa.

Other reports required by the Companies ActAs part of our audit of the consolidated and separate financial

statements for the year ended 31 March 2013, we have read the

Directors’ Report, the Report of the Audit and Risk Committee

and the Certificate of the Company Secretary for the purpose of

identifying whether there are material inconsistencies between

these reports and the audited consolidated and separate financial

statements. These reports are the responsibility of the respective

preparers. Based on reading these reports we have not identified

material inconsistencies between these reports and the audited

consolidated and separate financial statements. However, we have

not audited these reports and accordingly do not express an opinion

on these reports.

PricewaterhouseCoopers Inc.

Director: JR van Huyssteen

Registered Auditor

Sunninghill4 June 2013

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Statements of Financial Positionat 31 March 2013

Group Company

Notes

2013

R’000

2012(Restated)

R’000

1 April 2011(Restated)

R’000

2013

R’000

2012

R’000

ASSETSNon-current assetsProperty, plant and equipment 6 96 547 85 207 81 038 – – Intangible assets 7 645 736 643 086 647 013 362 353 Interest in subsidiaries 8 – – – 890 526 860 140 Investment in joint venture 9 – – – – – Available-for-sale financial asset 10 – – – – – Finance lease receivable 11 6 359 – – – – Deferred tax assets 23 13 868 13 266 11 302 – – Total non-current assets 762 510 741 559 739 353 890 888 860 493 Current assetsInventory 12 38 927 35 903 26 355 – – Trade and other receivables 13 186 987 163 125 114 744 225 168 Loan to related party 14 – – – – 15 087 Loan to external party 15 – 6 001 – – – Finance lease receivable 11 3 604 – – – – Taxation 4 823 – 1 897 – – Restricted cash 16 8 235 3 133 1 852 – – Cash and cash equivalents 17 147 702 118 695 110 007 306 1 412 Total current assets 390 278 326 857 254 855 531 16 667 Total assets 1 152 788 1 068 416 994 208 891 419 877 160

EQUITYStated capital 18 790 491 – – 790 491 – Share capital 18 – 13 13 – 13 Share premium 18 – 787 589 787 353 – 787 589 Other reserves 19 (111 362) (154 745) (179 844) 10 350 7 199 Retained earnings 188 750 139 233 75 413 85 086 69 315 Equity attributable to shareholders of the parent 867 879 772 090 682 935 885 927 864 116 Non-controlling interest (5) – – – – Total equity 867 874 772 090 682 935 885 927 864 116

LIABILITIESNon-current liabilitiesBorrowings 20 – – 36 070 – – Deferred tax liabilities 23 8 605 25 816 28 170 – – Provisions 24 283 – 1 092 – – Total non-current liabilities 8 888 25 816 65 332 – –Current liabilitiesTrade and other payables 21 184 397 157 038 133 190 2 020 1 845 Borrowings 20 3 472 22 941 27 508 3 472 11 199 Taxation 10 691 11 403 4 669 – – Provisions 24 21 461 28 963 40 606 – – Bank overdraft 17 56 005 50 165 39 968 – – Total current liabilities 276 026 270 510 245 941 5 492 13 044 Total liabilities 284 914 296 326 311 273 5 492 13 044 Total equity and liabilities 1 152 788 1 068 416 994 208 891 419 877 160 Net asset value per share (cents) 131.5 117.5 103.9 134.2 131.5 Net tangible asset value per share (cents) 33.7 19.6 5.5 134.2 131.4 The notes on pages 73 to 130 form an integral part of these financial statements.


Financial Reports

Income Statementsfor the year ended 31 March 2013

Group Company

Notes2013

R’0002012

R’0002013

R’0002012

R’000

Revenue 25 1 171 480 1 018 482 – –Cost of sales (424 545) (390 926) – –

Gross profit 746 935 627 556 – –Other (expenses)/income – net 26 (421) 7 008 100 808 78 582 Operating expenses (565 318) (488 176) (6 591) (5 899)– Sales and marketing (132 849) (97 312) – –– Administration and other charges (432 469) (390 864) (6 591) (5 899)

Operating profit 27 181 196 146 388 94 217 72 683 Finance income 28 2 018 2 392 904 2 226 Finance costs 29 (3 348) (5 265) (396) (1 386)Profit before taxation 179 866 143 515 94 725 73 523 Taxation 32 (51 400) (40 275) – (3 942)

Profit for the year 128 466 103 240 94 725 69 581

Attributable to: Shareholders of the parent 128 471 103 240 94 725 69 581 Non-controlling interests (5) – – –

128 466 103 240 94 725 69 581

Earnings per share Basic (cents) 33 19.5 15.7 14.4 10.6 Diluted (cents) 33 19.0 15.6 14.0 10.5

The notes on pages 73 to 130 form an integral part of these financial statements.

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Statements of Comprehensive Incomefor the year ended 31 March 2013

Group Company

Notes2013

R’0002012

R’0002013

R’0002012

R’000

Profit for the year 128 466 103 240 94 725 69 581 Other comprehensive income/(losses):Exchange differences on translating foreign operations 19 37 090 29 816 – –Exchange differences on net investments in foreign operations 19 3 142 (6 718) – –Taxation relating to components of other comprehensive income 32 – – – –Other comprehensive income for the year, net of tax 40 232 23 098 – –

Total comprehensive income for the year 168 698 126 338 94 725 69 581

Attributable to: Shareholders of the parent 168 703 126 338 94 725 69 581 Non-controlling interests (5) – – –

Total comprehensive income for the year 168 698 126 338 94 725 69 581



Financial Reports

Statements of Changes in Equityfor the year ended 31 March 2013

Attributable to shareholders of the parent Non-

Notes

StatedcapitalR’000

SharecapitalR’000

Sharepremium

R’000

Other reserves

R’000

Retained earnings

R’000Total

R’000

controlling interest

R’000

Total equityR’000

CompanyAt 1 April 2011 – 13 787 353 5 198 39 154 831 718 – 831 718 Total comprehensive income – – – – 69 581 69 581 – 69 581 Transactions with shareholders– Shares issued in relation to share

options exercised 18 – * 236 – – 236 – 236 – Share-based payment 19 – – – 2 001 – 2 001 – 2 001 – Dividend declared of 6 cents per share 34 – – – – (39 420) (39 420) – (39 420)Total transactions with shareholders – * 236 2 001 (39 420) (37 183) – (37 183)

Balance at 31 March 2012 – 13 787 589 7 199 69 315 864 116 – 864 116 Total comprehensive income – – – – 94 725 94 725 – 94 725 Transactions with shareholders– Shares issued in relation to share

options exercised 18 464 * 2 425 – – 2 889 – 2 889 – Share-based payment 19 – – – 3 151 – 3 151 – 3 151 – Dividend declared of 8 cents per share 34 – – – – (52 576) (52 576) – (52 576)– Interim dividend declared of 4 cents

per share 34 – – – – (26 378) (26 378) – (26 378)Total transactions with shareholders 464 * 2 425 3 151 (78 954) (72 914) – (72 914)Transfer from share capital and share premium to stated capital 18 790 027 (13) (790 014) – – – – –

Balance at 31 March 2013 790 491 – – 10 350 85 086 885 927 – 885 927

GroupAt 1 April 2011 – 13 787 353 (179 844) 75 413 682 935 – 682 935 Total comprehensive income – – – 23 098 103 240 126 338 – 126 338 Transactions with shareholders– Shares issued in relation to share

options exercised 18 – * 236 – – 236 – 236 – Share-based payment 19 – – – 2 001 – 2 001 – 2 001 – Dividend declared of 6 cents per share 34 – – – – (39 420) (39 420) – (39 420)Total transactions with shareholders – * 236 2 001 (39 420) (37 183) – (37 183)

Balance at 31 March 2012 – 13 787 589 (154 745) 139 233 772 090 – 772 090 Total comprehensive income – – – 40 232 128 471 168 703 (5) 168 698 Transactions with shareholders– Shares issued in relation to share

options exercised 18 464 * 2 425 – – 2 889 – 2 889 – Share-based payment 19 – – – 3 151 – 3 151 – 3 151 – Dividend declared of 8 cents per share 34 – – – – (52 576) (52 576) – (52 576)– Interim dividend declared of 4 cents

per share 34 – – – – (26 378) (26 378) – (26 378)Total transactions with shareholders 464 * 2 425 3 151 (78 954) (72 914) – (72 914)Transfer from share capital and share premium to stated capital 18 790 027 (13) (790 014) – – – – –

Balance at 31 March 2013 790 491 – – (111 362) 188 750 867 879 (5) 867 874 * Amount less than R1 000


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Statements of Cash Flowsfor the year ended 31 March 2013

Group Company

Notes

2013

R’000

2012(Restated)

R’000

2013

R’000

2012

R’000

Cash flows from operating activitiesCash generated from/(used in) operations 35.2 287 847 192 477 (6 462) (6 119)Interest received 1 880 1 917 403 150 Interest paid 29 (3 421) (5 549) (165) (1 054)Dividends received – – 93 548 71 012 Taxation paid (74 388) (35 769) – (3 942)

Net cash generated from operating activities 211 918 153 076 87 324 60 047

Cash flows from investing activitiesPurchases of property, plant and equipment 6 (51 499) (41 593) – –Proceeds on sale of property, plant and equipment and intangible assets 966 867 – –Purchases of intangible assets 7 (42 648) (35 873) (59) (50)Loan granted to external party – (5 486) – –Acquisition of business, net of cash acquired 36 23 – – –Government grant received with regards to development of intangible assets 7 2 207 – – –Investment in subsidiary 8 – – (4 428) –Increase in restricted cash (5 103) – – –

Net cash used in investing activities (96 054) (82 085) (4 487) (50)

Cash flows from financing activitiesProceeds from issuance of ordinary shares 18 2 889 236 2 889 236 Dividends paid to Company’s shareholders (78 874) (39 374) (78 874) (39 374)Repayments of borrowings (19 701) (41 548) (7 958) (24 670)

Net cash used in financing activities (95 686) (80 686) (83 943) (63 808)

Net increase/(decrease) in cash and cash equivalents 20 178 (9 695) (1 106) (3 811)Net cash and cash equivalents at the beginning of the year 68 530 70 039 1 412 5 223 Exchange gains on cash and cash equivalents 2 989 8 186 – –

Net cash and cash equivalents at the end of the year 17 91 697 68 530 306 1 412



Financial Reports

Notes to the Annual Financial Statementsfor the year ended 31 March 2013

1. General information MiX Telematics Limited (the “Company”) is a public

company which is listed on the JSE Limited and is incorporated and domiciled in South Africa. The Company is the parent and ultimate parent of the Group. The activities of the Group focus on fleet and mobile asset management solutions delivered as software-as-a-service. The address of the Company's registered office is Matrix Corner, Howick Close, Waterfall Park, Midrand, 1686.

2. Summary of significant accounting policies

The principal accounting polices applied in the preparation of these financial statements are set out below. These accounting policies have been consistently applied to all the years presented, unless otherwise stated.

2.1. Basis of preparation The annual financial statements of the Group and the

Company for the year ended 31 March 2013 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), IFRIC Interpretations and the requirements of the South African Companies Act 71 of 2008 (“the Act”).

The financial statements have been prepared in thousands of Rands (R’000) under the historical cost convention except for available-for-sale financial assets, which are measured at fair value. Historical cost is generally based on the fair value of consideration paid in exchange for assets.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed in note 4.

2.1.1. Changes in accounting policy and disclosures Other than as explained below, there are no IFRS or

IFRIC Interpretations that were effective for the first time during the current financial year beginning 1 April 2012 that would be expected to have a material impact on the Group.

2.1.1.1. Amended standards adopted by the Group

Amendments to IFRS 7, Disclosures – Transfers of Financial Assets

The Group has adopted the amendments to IFRS 7 in the year under review. The amendments increase the disclosure requirements for transactions involving transfers of financial assets and are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains some level of continuing exposure in the asset; and also require disclosures where transfers of financial assets are not evenly distributed throughout the period. This has had no impact on the Company or the Group during the year under review.

2.1.1.2. Standards, amendments and interpretations not yet

effective

Certain IFRS and amendments and interpretations of IFRS have been issued but are not effective for the year ended 31 March 2013. The Group will apply the standards and interpretations when they become effective (effective date is defined as financial years beginning on or after the stated date), the impact of which is still in the process of being assessed and finalised by management.

IFRS 9 Financial Instruments (effective date: 1 January 2015)

IFRS 9 is part of the IASB’s project to replace IAS 39, Financial Instruments: Recognition and Measurement. The statement addresses classification and measurement of financial assets and replaces the multiple classification and measurement models in IAS 39 with a single model that requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortised cost. The determination is made at initial recognition.

The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument.

IFRS 9 has amended the classification and measurement of financial liabilities to account for changes in the fair value of a financial liability (designated at fair value through profit or loss) attributable to changes in the credit risk of that liability. Changes in fair value attributable to a financial liability’s credit risk are accounted for in other comprehensive income unless such recognition would create or enlarge an accounting mismatch and are not subsequently reclassified to the income statement.

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Notes to the Annual Financial Statements continued


2. Summary of significant accounting policies (continued)

2.1. Basis of preparation (continued)2.1.1. Changes in accounting policy and disclosures

(continued)2.1.1.2. Standards, amendments and interpretations not yet

effective (continued)

IFRS 10 Consolidated Financial Statements (effective date: 1 January 2013)

This standard replaces the parts of IAS 27, Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC-12, Consolidation – Special Purpose Entities, has been withdrawn upon the issuance of IFRS 10. Under IFRS 10, control is based on whether an investor has: (a) power over an investee, (b) exposure or rights to variable returns from its investment with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor’s returns. The standard also provides additional guidance to assist in the determination of control where it is difficult to assess.

In a subsequent amendment, it was also clarified that the date of initial application is the first day of the annual period in which IFRS 10 is adopted. The Group when adopting IFRS 10 will assess control at the date of initial application as the treatment of comparative figures depends on this assessment.

IFRS 11 Joint Arrangements (effective date: 1 January 2013)

This standard replaces IAS 31, Interests in Joint Ventures. The standard provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. SIC-13, Jointly Controlled Entities – Non-Monetary Contributions by Ventures, has been withdrawn upon the issuance of IFRS 11. Two types of joint arrangements are defined under this standard: joint operations (rights to assets and obligations) and joint ventures (rights to net assets). Proportional consolidation of joint ventures is no longer allowed.

IFRS 12 Disclosures of Interests in Other Entities (effective date: 1 January 2013)

This standard includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose entities and other off-balance sheet vehicles.

In June 2012, the amendments to IFRS 10, IFRS 11 and IFRS 12 were issued to clarify certain transitional guidance on the application of these IFRS for the first time.

IFRS 13 Fair Value Measurement (effective date: 1 January 2013)

IFRS 13 aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across all IFRS standards. The requirements do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRS.

IAS19(revised2011)EmployeeBenefits(effectivedate:1 January 2013)

IAS 19 has made significant changes to the recognition and measurement of defined benefit plans and termination benefits, and to the disclosures for all employee benefits.

IAS 27 (revised 2011) Separate Financial Statements

(effective date: 1 January 2013) This standard will only deal with the requirements for

separate financial statements as the requirements for consolidation are now contained in IFRS 10. The standard requires that when an entity prepares separate financial statements, investments in subsidiaries; associates and jointly controlled entities are accounted for either at cost or in accordance with IFRS 9.

IAS 28 (revised 2011) Associates and Joint Ventures (effective date: 1 January 2013)

This standard includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11.

Amendments to IAS 1 Presentation of Financial Statements, on presentation of items of OCI (effective date: 1 July 2012)

The amendments to IAS 1 introduce new terminology for the statement of comprehensive income and income statement. The amendments retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to IAS 1 require items of other comprehensive income to be grouped into


Financial Reports

two categories in the other comprehensive income section: (a) items that will not be reclassified subsequently to profit or loss and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis. The amendments do not address which items are presented in other comprehensive income.

Amendments to IAS 1 Presentation of Financial Statements, on changes in accounting policies (effective date: 1 January 2013)

IAS 1 requires an entity that changes accounting policies retrospectively, or makes a retrospective restatement or reclassification, to present a statement of financial position as at the beginning of the preceding period. The amendments clarify that an entity is required to present a third statement of financial position only when the retrospective application, restatement or reclassification has a material effect on the information in the third statement of financial position and that related notes are not required to accompany the third statement of financial position.

Amendments to IFRS 7 Financial Instruments – Disclosures and IAS 32 Financial Instruments – Presentation, regarding the offsetting of financial assetsandfinancialliabilitiesandtherelateddisclosures(effectivedate: 1 January 2013 and 1 January 2014 respectively)

The amendments to IAS 32 clarify some of the requirements for offsetting financial assets and financial liabilities on the statement of financial position. Specifically, the amendments clarify the meaning of “currently has a legally enforceable right of set-off” and “simultaneous realisation and settlement”.

The amendments to IFRS 7 require entities to disclose information about rights of offset and related arrangements (such as collateral requirements) for financial instruments under an enforceable master netting agreement or similar arrangement.

The amendments to IFRS 7 are effective for annual periods beginning on or after 1 January 2013 and are effective for IAS 32 for annual periods beginning on or after 1 January 2014.

Amendments to IAS 16 Property, Plant and Equipment (effective date: 1 January 2013)

The amendments to IAS 16 clarify that spare parts, stand-by equipment and servicing equipment should be classified as property, plant and equipment when they meet the definition of property, plant and equipment in IAS 16 otherwise these items should be classified as inventory.

Amendments to IAS 32 Financial Instruments: Presentation (effective date: 1 January 2013)

The amendments to IAS 32 clarify the treatment of income tax relating to distributions and transaction costs. The amendment clarifies that the treatment is in accordance with IAS 12 Income Taxes. So income tax related to distributions is recognised in the income statement, and income tax related to the costs of equity transactions is recognised in equity.

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company or the Group.

2.2. Consolidation(a) Subsidiaries Subsidiaries are all entities (including special purpose

entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de facto control. De facto control may arise in circumstances where the size of the Group’s voting rights relative to the size and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating policies, etc.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

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2.2. Consolidation (continued)(a) Subsidiaries (continued) The acquisition method of accounting is used to account

for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity instruments issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred, and the fair value of any non-controlling interests in the acquiree over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is then recognised in profit or loss.

Inter-company transactions, balances and unrealised income/expenses on transactions between group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised as assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The Company accounts for investments in subsidiaries at cost. Acquisition-related costs are expensed as incurred. The cost is adjusted to reflect changes in consideration arising from contingent consideration amendments where it relates to facts and circumstances existing on acquisition date.

Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3 Business Combinations.

(b) Changes in ownership interests in subsidiaries without a change of control

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between the fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary, is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

(c) Disposal of subsidiaries When the Group ceases to have control in an entity, any

retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in the carrying amount recognised in profit and loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets and liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to the income statement.

(d) Joint venture A joint venture is a contractual arrangement whereby the

Group and other parties undertake an economic activity which is subject to joint control.

Investments in joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. The Group’s investment in joint venture includes goodwill identified on acquisition, net of any accumulated impairment loss.

The Group’s share of its joint venture’s post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture,

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including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture.

The Group determines at each reporting date whether there is any objective evidence that the investment in the joint venture is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value and recognises the amount adjacent to its share of profit/(loss) of the joint venture in the income statement.

Unrealised gains on transactions between the Group and its joint venture are eliminated to the extent of the Group’s interest in the joint venture. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint venture have been changed where necessary to ensure consistency with the policies adopted by the Group.

(e) Common control transactions Transactions in which combining entities are controlled by

the same party or parties before and after the transaction and where control is not transitory are referred to as common control transactions. The Group’s accounting policy for the acquiring entity would be to account for such transactions at book values as reflected in the financial statements of the selling entity. The excess of the cost of the transaction over the acquirer’s proportionate share of the net asset value acquired in common control transactions, will be allocated to a common control reserve/(deficit) in equity.

(f) Group reorganisation Transactions in which an entity within the group transfers

a subsidiary to another entity within the same group without losing control, are accounted for and presented in accordance with their substance and economic reality and not merely their legal form.

No gain or loss is recognised in the separate financial statements when the transaction is considered to be a reorganisation only without economic substance. In addition, no profit or loss is recognised in the consolidated financial statements as the transaction eliminates on consolidation.

Upon the transfer of subsidiaries in such group reorganisations where indirect subsidiaries are transferred to the ultimate holding company, the ultimate holding company transfers value from its investment in the transferor subsidiary to its newly obtained investment(s) in the transferee subsidiary based on the relative historical cost values of the transferred subsidiary(ies) and the remainder of the transferor’s group, unless it can be demonstrated that another method better reflects the value so transferred.

2.3. Segment reporting Operating segments are reported in a manner consistent

with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified collectively as the executive committee and the Chief Executive Officer who make strategic decisions.

Sales between segments are carried out at cost plus a margin.

2.4. Foreign currency translation(a) Functional and presentation currency Items included in the financial statements of each of

the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in South African Rands (“R”), which is the Company’s functional and the Group’s presentation currency.

(b) Transactions and balances Foreign currency transactions are translated into the

functional currency using the exchange rates prevailing at the dates of the transactions or date of valuation, where items are remeasured. Foreign exchange gains and losses, resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Foreign exchange gains and losses are presented in the income statement within “Other income/(expenses) – net”.

Translation differences on non-monetary financial assets and liabilities such as equities classified as available-for-sale, are included in other comprehensive income.

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2.4. Foreign currency translation (continued)(c) Group companies The results and financial position of all the group entities

(none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions);

(iii) all resulting exchange differences are recognised in other comprehensive income; and

(iv) equity items are measured in terms of historical cost at the time of recording, translated at the rate on the date of recording and are not retranslated to closing rates at reporting dates.

On consolidation, exchange differences arising from the translation of net investments in foreign operations are taken to other comprehensive income. When a foreign operation is fully disposed of or sold (i.e. control is lost), exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. A repayment/capitalisation of a net investment loan therefore does not result in any exchange differences being transferred from equity to the income statement unless it is part of a transaction resulting in a loss of control. However, upon such conversion/ repayment, the amount previously recognised in the shareholder’s loan revaluation reserve is transferred to the foreign currency translation reserve in the statement of changes in equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in equity.

2.5. Property, plant and equipment Property, plant and equipment is stated at historical cost

less accumulated depreciation and any accumulated impairment losses. Historical cost includes all expenditure directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to the income statement in the financial period in which they are incurred.

The cost of in-vehicle devices installed in vehicles (including installation and shipping costs) as well as the cost of uninstalled in-vehicle devices are capitalised as property, plant and equipment. The Group depreciates installed in-vehicle devices on a straight-line basis over their expected useful lives, commencing upon installation whereas the uninstalled in-vehicle devices are not depreciated until installed. The related depreciation expense is recorded as part of cost of sales in the income statement.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to reduce their cost to their residual values over their estimated useful life, as follows:

Buildings 50 years Plant and equipment 4 – 20 years Motor vehicles 5 years Furniture, fittings and equipment 2 – 10 years Computer and radio equipment 3 – 5 years In-vehicle devices installed 2 – 5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 2.7).

Gains and losses on disposals of an asset are determined by comparing the proceeds with the carrying amount and are recognised within “Other income/(expenses) – net” in the income statement.

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2.6. Intangible assets(a) Goodwill Goodwill arises on the acquisition of subsidiaries and

represents the excess of the consideration transferred over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interests in the acquiree. Goodwill on acquisition of subsidiaries is included in intangible assets. Gains and losses on the disposal of an entity include the carrying amount of the goodwill relating to the entity sold.

Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate a potential impairment, and is carried at cost less accumulated impairment losses. The carrying amount of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Impairment losses recognised as an expense in relation to goodwill are not subsequently reversed. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

(b) Patents and trademarks Separately acquired patents and trademarks are shown at

historical cost. Patents and trademarks acquired in a business combination are recognised at fair value at the acquisition date. Patents and trademarks have a finite useful life and are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of patents and trademarks over their estimated useful lives (4 – 20 years).

(c) Customer relationships Contractual customer relationships acquired in a

business combination are recognised at fair value at the acquisition date. The contractual customer relationships have a finite useful life and are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated using the straight-line

method over the expected life of the customer relationship (3 – 5 years).

(d) Computer software, technology, in-house software and product development

Acquired computer software licences are capitalised on the basis of costs incurred to acquire and bring the software into use. The acquired computer software licences have a finite useful life and are carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised over their estimated useful lives (3 – 5 years).

In-house software and product development costs that are directly attributable to the design, testing and development of identifiable and unique software and products, controlled by the Group, are recognised as intangible assets when the following criteria are met:

• It is technically feasible to complete the software product so that it will be available for use;

• Management intends to complete the software product and use it or sell it;

• There is an ability to use or sell the software product;

• It can be demonstrated how the software will generate probable future economic benefits;

• Adequate technical, financial and other resources to complete the development and use or sell the software product are available; and

• The expenditure attributable to the software product during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the intangible assets include software and product development employee costs and an appropriate portion of relevant overheads.

Other development expenditures that do not meet the criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period if the criteria are subsequently met.

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Computer software and product development costs recognised as assets are amortised over their estimated useful lives (3 – 8 years).

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2.7. Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation or depreciation but are tested annually for impairment or whenever there is an indication of impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less cost to sell, and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using the pre-tax discount rate that reflects current market assessments on the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units i.e. operating segments). Non-financial assets other than goodwill that have suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

2.8. Financial assets2.8.1. Classification The Group classifies its financial assets in the following

categories: loans and receivables and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets. The Group’s loans and receivables comprise trade and other receivables, loans to external parties, finance lease receivables, restricted cash and

cash and cash equivalents in the statement of financial position. The Company’s loans and receivables comprise trade and other receivables, loans to related parties and cash and cash equivalents in the statement of financial position.

Available-for-salefinancialassets

Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period.

2.8.2. Recognition Regular purchases and sales of financial assets are

recognised on the trade date (the date on which the Group commits to purchase or sell the asset). Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit and loss. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

2.8.3. Measurement Loans and receivables

Loans and receivables are subsequently carried at amortised cost using the effective interest rate method, less any impairment losses.


Available-for-sale financial assets are subsequently carried at fair value.

Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income.

When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to the income statement as gains or losses on the investments.

Dividends on available-for-sale equity instruments are recognised in the income statement as part of other income when the Group’s right to receive payments is established.

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2.8.4. Impairment Loans and receivables

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

The criteria that the Group uses to determine if there is objective evidence of an impairment loss include:

• Significant financial difficulty of the issuer or obligor;

• A breach of contract, such as a default or delinquency in interest or principal payments;

• It becomes probable the borrower will enter bankruptcy or other financial reorganisation; and

• Where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

The amount of the loss is measured as the difference

between the asset’s carrying amount and the present

value of estimated future cash flows, discounted at the

financial asset’s original effective interest rate. The asset’s

carrying amount is reduced and the amount of the loss is

recognised in the income statement. If a loan has a

variable interest rate, the discount rate for measuring any

impairment loss is the current effective interest rate

determined under the contract.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised impairment loss is recognised in the income statement.


The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the

security below its cost is also evidence that the assets are impaired. If any such evidence exists, the cumulative impairment loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.

2.9. Offsetting financial instruments Financial assets and liabilities are offset and the net

amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

2.10. Inventories Inventories are stated at the lower of cost and net realisable

value. Cost is determined on a first-in, first-out (“FIFO”) or weighted average cost basis, depending on the nature of the group entity in which it is held. The cost of finished goods includes the cost of manufacturing as charged by third parties. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

2.11. Trade receivables Trade receivables are amounts due from customers for

goods sold or services performed in the ordinary course of business. If collection is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

2.12. Cash and cash equivalents Cash and cash equivalents included in the statement of

cash flows include cash on hand, deposits held on call with banks and bank overdrafts; all of which are available for use by the Group and have an original maturity of less than three months. Bank overdrafts are included within current liabilities on the statement of financial position. Fi

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2.13. Restricted cash Restricted cash consists of short-term deposits and

amounts held in trusts that are not highly liquid and are accounted for as loans and receivables.

2.14. Stated capital Ordinary shares are classified as equity. Incremental

external costs directly attributable to the issue of new shares or the exercise of share options are shown in equity as a deduction, net of tax, from the proceeds.

2.15. Trade and other payables Trade payables are obligations to pay for goods or services

that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest method.

2.16. Borrowings Borrowings are recognised initially at fair value, net of

transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

2.17. Borrowing costs General and specific borrowing costs that are directly

attributable to the acquisition, construction, or production of a qualifying asset, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of that asset until such time as the asset is substantially ready for its intended use or sale. The amount of borrowing costs eligible for capitalisation is determined as follows:

• Actual borrowing costs on funds specifically borrowed for the purpose of constructing or producing a qualifying asset less any investment income on the temporary investment of those borrowings.

• Weighted average of the borrowing costs applicable to the entity on funds generally borrowed.

The borrowing costs capitalised do not exceed the total

borrowing costs incurred.

The capitalisation of borrowing costs commences when:

• Expenditures for the asset have occurred;

• Borrowing costs have been incurred; and

• Activities that are necessary to prepare the asset for its intended use or sale are in progress.

Capitalisation is suspended during extended periods in which active development is interrupted.

Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are completed.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.18. Taxation2.18.1. Current and deferred income taxes The tax expense for the year comprises current and

deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax

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returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax assets are not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and joint ventures, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.18.2. Dividends tax/Secondary tax on companies (“STC”)

During the year under review, STC had been replaced by dividend withholding tax, which is a tax on the shareholder as opposed to the Company. South African resident companies were subject to STC on distributed income in the previous financial year. A company incurred STC charges on the declaration or deemed declaration of

dividends (as defined under tax law) to its shareholders. STC was not a withholding tax on shareholders, but a tax on companies.

The STC tax was recognised as a taxation charge in the income statement in the same period that the related dividend was paid. The STC liability was reduced by external dividends received during the dividend cycle. Where dividends declared exceeded external dividends received during a cycle, STC was payable at the current STC rate on the net amount. Where dividends received exceeded dividends declared within a cycle, there was no liability to pay STC.

Dividend withholding tax is payable at a rate of 15% on

dividends distributed to shareholders. This tax is not

attributable to the Company but rather paid to the tax

authorities on behalf of the shareholders through use of

regulatory intermediaries, with only the net amount of the

dividend being remitted to the shareholder.

2.19. Employee benefits(a) Short-term benefits Remuneration to employees in respect of services

rendered during a reporting period is recognised as an expense in that reporting period. Provision is made for accumulated leave and for short-term benefits when there is no realistic alternative other than to settle the liability, and at least one of the following conditions is met:

• There is a formal plan and the amounts to be paid are determined before the time of issuing the financial statements; or

• Achievement of previously agreed bonus criteria has created a valid expectation by employees that they will receive a bonus and the amount can be determined before the time of issuing the financial statements.

(b) Defined contribution plan The Group operates defined contribution plans. A defined

contribution plan is one under which the Group pays a fixed percentage of employees’ remuneration as contributions into a separate fund, and the Group will have no further legal or constructive obligations to pay additional contributions if the fund does not hold sufficient assets to pay all employee benefits relating to employee service in the current and prior periods. Contributions to defined contribution plans in respect of services rendered during a period are recognised as staff costs when they are due.

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2.19. Employee benefits (continued)(c) Short-term incentives – bonus The Group recognises a liability and an expense for

bonuses based on the achievement of defined key performance criteria. An accrual is recognised where the Group is contractually obliged or where there is a past practice that has created a constructive obligation.

(d) Termination benefits Termination benefits are payable when employment is

terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits, calculated on the number of employees expected to accept, as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.

2.20. Share-based payment The Group operates a number of equity-settled share-

based compensation plans, under which the entity receives services from employees as consideration for equity instruments (share options) of the Group. The fair value, determined at grant date, of the employee services received in exchange for the grant of share options is recognised as an expense at a Group level with a corresponding credit to equity. The total amount to be expensed is determined by reference to the grant date fair value of the options issued:

• Including any market performance conditions;

• Excluding the impact of any service and non-market performance vesting conditions (for example, remaining an employee of the entity over a specified time period); and

• Including the impact of any non-vesting conditions.

Non-market performance and service conditions are included in the assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the

end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding entry to equity.

When the options are exercised, the Company issues new shares. Prior to the amendment of the Memorandum of Incorporation (“MOI”) of the Company, the proceeds received net of any directly attributable transaction costs, were credited to share capital (par value) and share premium. Subsequent to the amendment of the MOI of the Company, all proceeds received are credited to stated capital (as there are no par value shares).

The grant by the Company of options over its equity instruments to the employees of subsidiaries of the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to the investment in the subsidiary undertaking with a corresponding credit to the Company’s equity.

2.21. Provisions Provisions are recognised when the Group has a present

legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.

Provisions which are expected to be settled in a period greater than 12 months are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as an interest expense.

Provision for the estimated liability on all products under warranty is made on the basis of claims experience.

Provision for the estimated liability for maintenance costs is made on a per unit basis when the obligation to repair occurs.

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Provision for the anticipated costs associated with the restoration of leasehold property is based on the Group’s best estimate of those costs required to restore the property to its original condition.

2.22. Revenue recognition Revenue is measured at the fair value of the consideration

received or receivable for the sale of goods or services in the ordinary course of the Group’s activities. Revenue includes amounts earned on the sale of hardware units, subscription service sales to customers, fleet management services, installation revenue and cellular network connection and upgrade incentives. Revenue is shown net of discounts, value-added tax, returns and after eliminating sales within the Group.

The Group offers certain arrangements whereby the customer can purchase a combination of the products and services as referred to above. Where such multiple element arrangement exists, the amount of revenue allocated to each element is based on the relative fair values of the various elements offered in the arrangement or by using the residual value method, depending on the nature and specifics of the arrangement. Where the fair value of the respective elements can be readily determined and accurately measured, the Group applies the relative fair value method and where the fair value of the delivered elements is not readily determinable, the residual method is applied. When applying the relative fair value approach, the fair values of each element are determined based on the current market price of each of the elements when sold separately.

The Group recognises revenue when the amount of revenue can be measured reliably, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities, as outlined below. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

(a) Subscription revenue Subscription revenue is recognised over the term of the

agreement as it is earned.

(b) Hardware sales Revenue from hardware sales which has fair value on a

standalone basis is recognised once the risks and rewards of ownership have transferred.

(c) Driver training and other services Revenue is recognised at the contractual hourly/daily rate

in the period during which the training is performed.

(d) Connection and upgrade incentive revenue Revenue from cellular network connection and upgrade

incentives is recognised on the date of installation of a unit in a vehicle, which is considered to be the point at which the Group has substantially completed its service obligation to the cellular network.

(e) Fleet management services These services are provided on a contracted price basis,

with contract terms generally ranging from less than one year to five years.

When contracted services are performed through a number of repetitive acts over the contract period, revenue is recognised on a straight-line basis over the contract period. This would typically apply to bureau services.

(f) Rental revenue Where hardware is provided as part of a service contract

the risk and rewards of ownership do not transfer and service revenue from the rental unit is recognised over the period of the service and included in subscription revenue.

(g) Installation revenue Revenue earned from the installation of hardware in

customer vehicles is recognised once the installation has been completed.

(h) Extended product warranties The fair value of the consideration relating to extended

warranty periods is deferred and recognised over the extended warranty period.

2.23. Interest income Interest income is recognised on a time proportion basis

with reference to the principal amount receivable and the effective interest rate applicable.

2.24. Dividend income Dividend income is recognised when the right to receive

payment is established.

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2.25. Leases Leases are classified as finance leases whenever the

terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

2.25.1. The Group as a lessor When assets are leased out under a finance lease, the

present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. The method for allocating gross earnings to accounting periods is referred to as the “actuarial method”. The actuarial method allocates rentals between finance income and repayment of capital in each accounting period in such a way that finance income will emerge as a constant rate of return on the lessor’s net investment in the lease. When assets are leased out under an operating lease, the asset is included in the statement of financial position based on the nature of the asset. Lease income on operating leases is recognised over the term of the lease on a straight-line basis.

2.25.2. The Group as a lessee Leases in which a significant portion of the risks and

rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease.

The Group leases certain property, plant and equipment. Leases of property, plant and equipment, where the Group has substantially all the risks and rewards of ownership, are classified as finance leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance

of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term.

2.26. Dividend distribution Any dividend distribution to the Company’s shareholders is

recognised as a liability in the Group’s and Company’s financial statements in the period in which the dividends are approved by the Company’s Board of Directors.

2.27. Government grants Grants from the government are recognised at their fair

value where there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants related to non-current assets are deducted in arriving at the carrying value of the asset. The grant is recognised in profit or loss over the life of the asset as a reduced depreciation expense.

3. Financial risk management3.1. Financial risk factors The Group’s activities expose it to a variety of financial

risks: market risk (including foreign exchange risk, interest rate risk, and price risk), credit risk, and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets as it relates to foreign exchange risk and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out under policies approved by the Board of Directors. The Board has provided a written policy covering specific areas, such as foreign exchange risk.

(a) Market risk(i) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the United States Dollar, the South African Rand, the Euro, the Australian Dollar and the British Pound. Foreign exchange risk arises when future commercial transactions or recognised assets and liabilities and net investments in foreign operations are denominated in a currency that is not the entity’s functional currency.

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The Group has implemented a foreign currency hedging policy to limit the Group’s exposure to fluctuations in foreign currencies which is mainly based on economic hedging principles as opposed to using derivative financial instruments

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

The Group’s cash flow interest rate risk arises from borrowings, loans to external parties, restricted cash, cash and cash equivalents and the bank overdraft. Borrowings and bank overdrafts issued at variable rates expose the Group to cash flow interest rate risk which is partly offset by financial assets held at variable rates (i.e. cash and cash equivalents, restricted cash).

The Group is not exposed to fair value interest rate risk as the Group does not have any interest-bearing financial instruments carried at fair value.

Interest rates are constantly monitored and appropriate steps are taken to ensure that the Group’s exposure to interest rate fluctuations is limited. This includes obtaining approval from the Board for all changes to and new borrowing facilities entered into during the year.

(iii) Price risk

Currently the Group does not have significant price risk. The Group is not exposed to commodity price risk.

(b) Credit risk Credit risk is the risk that a counterparty to a financial

instrument will fail to discharge an obligation and cause the Group to incur a financial loss. Credit risk arises from cash and cash equivalents as well as credit exposures to customers and in respect of loans provided to external parties. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position, net of impairment losses where relevant.

Credit risk relating to accounts receivable balances is managed by each local entity which is responsible for managing and analysing the credit risk for each of their

new clients before standard payment and delivery terms and conditions are offered.

Cash investments are only placed with high quality financial institutions rated BBB and above (note 17). All changes in or new banking arrangements entered into are approved by the Board.

(c) Liquidity risk Liquidity risk is the risk that there will be insufficient funds

available to settle obligations when they are due.

The Group has limited risk due to the recurring nature of its income thereby generating strong cash inflows. The level of cash balances in the Group is monitored weekly and cash generated from operations is reviewed against budgeted cash flows on a monthly basis. In addition, working capital reviews are performed monthly.

In addition, the Group maintains headroom on its undrawn borrowing facilities to ensure that the Group does not breach borrowing limits or covenants (where applicable) on its borrowing facilities.

3.2. Capital risk management The Group’s objectives when managing capital are to

safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure. The Board of Directors monitors capital by reviewing the net debt position and the net gearing ratio. Gearing is calculated as net debt divided by total equity. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the statement of financial position) less net cash and cash equivalents. Total capital is calculated as “total equity” as shown in the statement of financial position.

During the current and prior financial year, the Group’s target gearing ratio was 60%. Currently, all excess cash has been allocated to outstanding borrowing facilities.

There were no changes to the Group’s approach to capital management during the year. The Group was subject to financial covenants on its borrowings in the previous financial year. During the current and prior financial year the Group did not transgress any of the financial covenants.

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4. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:

(a) Warranty claims The Group generally offers warranties on its hardware

units. Management estimates the related provision for future warranty claims based on historical warranty claim information, as well as recent trends that might suggest that past cost information may differ from future claims.

(b) Maintenance provision The Group, in some instances, offers maintenance

services as part of its revenue contracts. Management estimates the related provision for maintenance costs per vehicle when the obligation to repair occurs.

(c) Decommissioning provision The Group estimates the costs based on best estimates of

the costs to restore the property to its original condition. The costs are discounted to present value, where the obligation extends beyond twelve months, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

(d) Income taxes Where applicable tax legislation is subject to interpretation,

management makes assessments, based on expert tax advice, of the relevant tax that is likely to be paid and provides accordingly. When the final outcome is determined and there is a difference this is recognised in the period in which the final outcome is determined.

(e) Estimated impairment of goodwill The Group tests annually whether goodwill has suffered any

impairment in accordance with the accounting policy stated in note 2.7. The recoverable amount of cash-generating units has been based on value in use calculations. These calculations require the use of estimates.

(f) Product development cost Product development cost directly attributable to the

design and testing of identifiable and unique software products controlled by the Group are recorded as intangible assets by the Group when the criteria in note 2.6 have been met. The assessment as to when these criteria have been met is subjective and capitalisation has been based on management’s best judgement of facts and circumstances in existence at year-end.

(g) Receivables allowance The valuation allowance for trade receivables reflects the

Group’s estimates of losses arising from the failure or inability of the Group’s customers to make required payments. The allowance is based on the ageing of customer accounts, customer creditworthiness and the Group’s historical write-off experience. Changes to the allowance may be required if the financial condition of the Group’s customers improves or deteriorates. An improvement in financial condition may result in lower actual write-offs. Historically, changes to the estimate of losses have not been material to the Group’s financial position and results.

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5. Segment informationThe segment information provided to the Group’s chief operating decision-maker for the reportable segments for the year ended 31 March 2013 is as follows:

Totalrevenue

R’000

Inter-segment revenue

R’000EBITDA

R’000Assets

R’000

Africa Consumer solutions 343 578 (11 910) 86 580 279 239 Fleet solutions 281 937 (5 838) 92 429 83 047

Europe Fleet solutions 128 116 (576) (4 796) 60 078 North America Fleet solutions 155 657 – 2 271 53 067 Middle East and Australasia Fleet solutions 265 598 – 32 445 129 133 Brazil Fleet solutions – – (2 062) 4 529 International Fleet solutions and development 330 755 (315 837) 92 728 243 284

Total 1 505 641 (334 161) 299 595 852 377 Corporate and consolidation entries – – (15 055) 415 493 Inter-segment elimination (334 161) 334 161 – (115 082)

Total 1 171 480 – 284 540 1 152 788

The segment information provided to the Group’s chief operating decision-maker for the reportable segments for the year ended 31 March 2012 is as follows:Africa Consumer solutions 342 324 (8 546) 73 523 253 162

Fleet solutions 232 542 (2 953) 79 040 79 082 Europe Fleet solutions 126 782 – (6 541) 71 110 North America Fleet solutions 156 013 (298) 13 532 54 365 Middle East and Australasia Fleet solutions 131 393 – 14 528 72 333 International Fleet solutions and development 286 433 (245 208) 83 450 258 692

Total 1 275 487 (257 005) 257 532 788 744 Corporate and consolidation entries – – (19 980) 408 349 Inter-segment elimination (257 005) 257 005 – (128 677)

Total 1 018 482 – 237 552 1 068 416

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5. Segment information (continued)There are no material non-cash items provided to the Group’s chief operating decision-maker other than disclosed in the reconciliation of operating profit to EBITDA below.

The additions to non-current assets which are included in the measure of segment assets provided to the Group’s chief operating decision-maker for the reportable segments for the year ended 31 March 2013 are as follows:

Property, plant and

equipmentR’000

Intangible assets

R’000

Africa Consumer solutions 36 721 7 394 Fleet solutions 5 409 2 128

Europe Fleet solutions 2 288 –North America Fleet solutions 592 1 227 Middle East and Australasia Fleet solutions 890 13 Brazil Fleet solutions 319 –International Fleet solutions and development 5 280 31 827 Corporate and consolidation entries – 59

Total 51 499 42 648

The additions to non-current assets which are included in the measure of segment assets provided to the Group’s chief operating decision-maker for the reportable segments for the year ended 31 March 2012 (restated) are as follows:Africa Consumer solutions 25 042 8 636

Fleet solutions 6 830 – Europe Fleet solutions 2 028 – North America Fleet solutions 841 494 Middle East and Australasia Fleet solutions 856 – International Fleet solutions and development 5 996 26 693 Corporate and consolidation entries – 50

Total 41 593 35 873

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5. Segment information (continued)Operating segments are reported in a manner consistent with the internal reporting provided to the Group’s chief operating decision-maker. The Group’s chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified collectively as the executive committee and the Chief Executive Officer.

The MiX Telematics businesses are managed primarily on a geographic and also on a product basis. EBITDA is defined as earnings before interest, tax, depreciation, amortisation, impairment of assets and negative goodwill. Due to the reclassification of inventory held in client vehicles to property, plant and equipment during the year, amortisation of inventory held in client vehicles is no longer added back separately as the impact is already included as part of the depreciation expense for the year (note 44).

The revenue from external parties reported to the Group’s chief operating decision-maker is measured in a manner consistent with that in the income statement. The amounts provided to the Group’s chief operating decision-maker with respect to total assets are measured in a manner consistent with that of the financial statements. These assets are allocated based on the physical location of the asset.

2013

R’000

2012(Restated)

R’000

Reconciliation of operating profit to EBITDAOperating profit 181 196 146 388 Add Depreciation and amortisation 87 765 71 332 Amortisation of intangible assets arising out of business combinations 10 421 18 500 Impairment of product development costs capitalised (notes 7, 27, 33, 35.2) 5 158 1 332

EBITDA per segment analysis 284 540 237 552

Revenue generated by the South African-based operating segments of the Group (i.e. Africa and International) to its local and foreign-based customers amounted to R615.2 million (2012: R601.3 million) for the year under review, whereas revenue generated by the foreign-based segments of the Group (i.e. Europe, North America, East Africa, Middle East and Australasia) to its local and foreign-based customers amounted to R556.2 million (2012: R417.2 million).

Total non-current assets other than financial instruments and deferred tax assets located in South Africa is R318.5 million (2012: R314.7 million), and the total of these non-current assets located in foreign countries is R14.1 million (2012: R13.5 million).

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PropertyownedR’000

Plant, equipment,

vehicles andother owned

R’000

Computer and radio

ownedR’000

In-vehicledevices

uninstalled R’000

In-vehicledevices

installed R’000

Total owned

R’000

Plant, equipment,

vehicles andother leased

R’000

Computer and radio

leasedR’000

Total leased R’000

Total R’000

6. Property, plant and equipmentGroupAt 1 April 2011 (restated)Cost 22 863 33 582 41 838 8 194 87 793 194 270 – 2 936 2 936 197 206 Accumulated depreciation (2 384) (21 480) (29 822) – (59 754) (113 440) – (2 728) (2 728) (116 168)

Net book amount 20 479 12 102 12 016 8 194 28 039 80 830 – 208 208 81 038

Year ended 31 March 2012 (restated)Opening net book amount 20 479 12 102 12 016 8 194 28 039 80 830 – 208 208 81 038 Additions – 9 396 5 422 26 727 – 41 545 48 – 48 41 593 Transfers (545) (3 271) 3 816 (24 809) 24 809 – – – – –Disposals – (1 059) (201) – – (1 260) – – – (1 260)Depreciation charge (notes 27, 35.2) (447) (5 487) (7 396) – (23 249) (36 579) (5) (208) (213) (36 792)Currency translation differences – 294 222 – 110 626 2 – 2 628

Closing net book amount 19 487 11 975 13 879 10 112 29 709 85 162 45 – 45 85 207

At 31 March 2012 (restated)Cost 22 014 37 342 39 883 10 112 112 817 222 168 50 1 999 2 049 224 217 Accumulated depreciation (2 527) (25 367) (26 004) – (83 108) (137 006) (5) (1 999) (2 004) (139 010)Net book amount 19 487 11 975 13 879 10 112 29 709 85 162 45 – 45 85 207

Year ended 31 March 2013Opening net book amount 19 487 11 975 13 879 10 112 29 709 85 162 45 – 45 85 207 Additions – 6 205 11 388 33 854 – 51 447 52 – 52 51 499 Business combination (note 36) – 72 110 – – 182 – – – 182 Transfers – – – (34 657) 34 657 – – – – –Disposals – (32) (19) – – (51) – – – (51)Depreciation charge (notes 27, 35.2) (447) (4 889) (7 793) – (28 047) (41 176) (25) – (25) (41 201)Currency translation differences – 407 270 – 223 900 11 – 11 911


At 31 March 2013Cost 22 014 41 500 51 525 9 309 148 104 272 452 117 770 887 273 339 Accumulated depreciation (2 974) (27 762) (33 690) – (111 562) (175 988) (34) (770) (804) (176 792)

Net book amount 19 040 13 738 17 835 9 309 36 542 96 464 83 – 83 96 547

Depreciation expense of R30.9 million (2012: R26.5 million) has been charged to cost of sales. The remainder has been included in administration and other charges in the income statement.

During the current financial year it was resolved that all inventory installed and designated for installation in vehicles be classified as property, plant and equipment, as opposed to being included under inventory held in client vehicles and inventory, respectively. The comparatives were amended accordingly (note 44).

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PropertyownedR’000

Plant, equipment,

vehicles andother owned

R’000

Computer and radio

ownedR’000

In-vehicledevices

uninstalled R’000

In-vehicledevices

installed R’000

Total owned

R’000

Plant, equipment,

vehicles andother leased

R’000

Computer and radio

leasedR’000

Total leased R’000

Total R’000

6. Property, plant and equipmentGroupAt 1 April 2011 (restated)Cost 22 863 33 582 41 838 8 194 87 793 194 270 – 2 936 2 936 197 206 Accumulated depreciation (2 384) (21 480) (29 822) – (59 754) (113 440) – (2 728) (2 728) (116 168)

Net book amount 20 479 12 102 12 016 8 194 28 039 80 830 – 208 208 81 038

Year ended 31 March 2012 (restated)Opening net book amount 20 479 12 102 12 016 8 194 28 039 80 830 – 208 208 81 038 Additions – 9 396 5 422 26 727 – 41 545 48 – 48 41 593 Transfers (545) (3 271) 3 816 (24 809) 24 809 – – – – –Disposals – (1 059) (201) – – (1 260) – – – (1 260)Depreciation charge (notes 27, 35.2) (447) (5 487) (7 396) – (23 249) (36 579) (5) (208) (213) (36 792)Currency translation differences – 294 222 – 110 626 2 – 2 628


At 31 March 2012 (restated)Cost 22 014 37 342 39 883 10 112 112 817 222 168 50 1 999 2 049 224 217 Accumulated depreciation (2 527) (25 367) (26 004) – (83 108) (137 006) (5) (1 999) (2 004) (139 010)Net book amount 19 487 11 975 13 879 10 112 29 709 85 162 45 – 45 85 207

Year ended 31 March 2013Opening net book amount 19 487 11 975 13 879 10 112 29 709 85 162 45 – 45 85 207 Additions – 6 205 11 388 33 854 – 51 447 52 – 52 51 499 Business combination (note 36) – 72 110 – – 182 – – – 182 Transfers – – – (34 657) 34 657 – – – – –Disposals – (32) (19) – – (51) – – – (51)Depreciation charge (notes 27, 35.2) (447) (4 889) (7 793) – (28 047) (41 176) (25) – (25) (41 201)Currency translation differences – 407 270 – 223 900 11 – 11 911


At 31 March 2013Cost 22 014 41 500 51 525 9 309 148 104 272 452 117 770 887 273 339 Accumulated depreciation (2 974) (27 762) (33 690) – (111 562) (175 988) (34) (770) (804) (176 792)

Net book amount 19 040 13 738 17 835 9 309 36 542 96 464 83 – 83 96 547

Depreciation expense of R30.9 million (2012: R26.5 million) has been charged to cost of sales. The remainder has been included in administration and other charges in the income statement.

During the current financial year it was resolved that all inventory installed and designated for installation in vehicles be classified as property, plant and equipment, as opposed to being included under inventory held in client vehicles and inventory, respectively. The comparatives were amended accordingly (note 44).

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Goodwill R’000

Patents and trademarks

R’000

Customer relation-

ships R’000

Product develop-

ment costs R’000

Technology, softwareand other

R’000 Total R’000

7. Intangible assets GroupAt 1 April 2011Cost 532 609 6 621 46 825 104 842 87 958 778 855 Accumulated amortisation – (4 496) (31 494) (36 441) (59 411) (131 842)

Net book amount 532 609 2 125 15 331 68 401 28 547 647 013

Year ended 31 March 2012Opening net book amount 532 609 2 125 15 331 68 401 28 547 647 013 Additions – 50 – 32 578 3 245 35 873 Capitalisation of borrowing cost – – – 837 – 837 Transfers – – – (8 094) 8 094 – Disposals – – – – (37) (37)Amortisation charge (notes 27, 35.2) – (1 018) (7 444) (26 295) (18 283) (53 040)Impairment loss (notes 5, 27, 33, 35.2) – – – (1 332) – (1 332)Currency translation differences 12 100 185 1 063 3 421 13 772

Closing net book amount 544 709 1 342 8 950 66 098 21 987 643 086

At 31 March 2012Cost 544 709 7 435 47 109 128 833 84 024 812 110 Accumulated amortisation – (6 093) (38 159) (62 735) (62 037) (169 024)

Net book amount 544 709 1 342 8 950 66 098 21 987 643 086

Year ended 31 March 2013Opening net book amount 544 709 1 342 8 950 66 098 21 987 643 086 Additions – 59 – 31 220 11 369 42 648 Business combination (note 36) – – – – 5 739 5 739 Capitalisation of borrowing cost – – – 304 – 304 Government grant received – – – (2 207) – (2 207)Transfers – – – (4 839) 4 839 – Disposals – – – (600) – (600)Amortisation charge (notes 27, 35.2) – (951) (5 660) (33 501) (16 873) (56 985)Impairment loss (notes 5, 27, 33, 35.2) – – – (5 158) – (5 158)Currency translation differences 17 554 116 893 6 340 18 909

Closing net book amount 562 263 566 4 183 51 323 27 401 645 736

At 31 March 2013Cost 562 263 8 609 51 591 142 489 104 961 869 913 Accumulated amortisation – (8 043) (47 408) (91 166) (77 560) (224 177)

Net book amount 562 263 566 4 183 51 323 27 401 645 736

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7. Intangible assets (continued)Staff costs of R23.8 million (2012: R22.0 million) have been capitalised to product development costs during the year.

Amortisation expense of R33.5 million (2012: R26.5 million) has been charged to cost of sales. The remainder has been included in administration and other charges in the income statement.

An impairment loss amounting to R5.2 million (2012: R1.3 million) in the International operating segment (notes 5, 27, 33, 35.2) arose due to the recoverable amount being less than the carrying value of certain identified intangible assets. The impairment loss has been included in administration and other charges in the income statement.

The Group has capitalised borrowing costs amounting to R0.3 million (2012: R0.8 million) on qualifying assets during the current financial year. Borrowing costs were capitalised at the weighted average rate of its general borrowings of 7.3% (2012: 7.8%).

The Group received a government grant from the Department of Trade and Industry in South Africa during the current financial year of R2.2 million (2012: Nil) relating to certain technology developed. As of 31 March 2013, all conditions attached to the grant have been met.

Patents and trademarks

R’000 Total

R’000

CompanyAt 1 April 2011Cost 411 411 Accumulated amortisation (65) (65)

Net book amount 346 346

Year ended 31 March 2012Opening net book amount 346 346 Additions 50 50 Amortisation charge (notes 27, 35.2) (43) (43)

Closing net book amount 353 353

At 31 March 2012Cost 461 461 Accumulated amortisation (108) (108)

Net book amount 353 353 Year ended 31 March 2013Opening net book amount 353 353 Additions 59 59Amortisation charge (notes 27, 35.2) (50) (50)

Closing net book amount 362 362

At 31 March 2013Cost 520 520Accumulated amortisation (158) (158)

Net book amount 362 362

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7. Intangible assets (continued)Impairment tests for goodwillGoodwill is allocated to the Group’s cash-generating units (“CGU”) identified within its operating segments. A summary of the goodwill at an operating segment level is presented below:

Group 2013

R’0002012

R’000

International fleet solutions and development 100 463 100 463 Europe fleet solutions 91 907 80 491 Middle East and Australasia fleet solutions 36 583 30 445 Africa fleet solutions 333 310 333 310

Total 562 263 544 709

The recoverable amount of a CGU is determined based on value in use calculations, which use pre-tax cash flow projections based on approved financial budgets covering a three to five year period. A five year period was used to ensure that in respect of the Europe fleet solutions segment, stable cash flows are used for purposes of calculating terminal values included in the value in use calculations. These cash flows are based on the current market conditions and near-term expectations.

The key assumptions used for the value in use calculations are as follows:

International fleet solutions

and development and Africa

fleet solutionsEurope fleet

solutions

Middle East and

Australasia fleet solutions

Discount rate– pre-tax discount rate applied to the cash

flow projections (%) 15.2 – 16.8 9.7 11.9 Growth rate– growth rate used to extrapolate cash flow beyond the

budget period (%) 4.8 2.0 0.7

The discount rates were calculated using the capital asset pricing model. These rates are pre-tax and reflect specific risks relating to the relevant CGUs. The growth rate has been determined based on the expected long-term inflation outlook.

Europe fleet solutions goodwill sensitivityTo determine the recoverable amount of its investment in the Europe fleet solutions CGU, the Group calculated future net cash flows of the CGU and discounted them to their present value using the rates as indicated above. The calculation of the CGU’s discounted net present value requires extensive use of estimates and assumptions about discount rates and forecasted cash flows. Actual results could be different. Future changes in assumptions or market conditions, such as uncertainty in the European economy, may negatively affect these discounted cash flows.

At 31 March 2013, the date at which the impairment testing was performed, Europe fleet solutions’ recoverable amount exceeded the carrying amount by 161.4%.

An 18.3% discount rate, or a 59.7% decrease of the projected cash flows would reduce the headroom for the Europe fleet solutions CGU to nil. This analysis assumes that all other variables remain constant.

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

8. Interest in subsidiariesShareholding– 1 000 shares (100%) (2012: 100%) in MiX Telematics Africa

Proprietary Limited – – 159 286 158 204 – 739 672 shares (100%) (2012: 100%) in MiX Telematics

International Proprietary Limited – – 433 395 432 367 – 8 301 420 shares (100%) (2012: 100%) in MiX Telematics

Europe Limited – – 197 719 197 625 – 5 913 927 shares (100%) (2012: 100%) in MiX Telematics

North America Incorporated – – 15 445 14 658 – 100 shares (100%) (2012: 100%) in MiX Telematics

Australasia Proprietary Limited – – 57 446 57 286

– 980 000 quotas (99.9975%) in MiX Telematics Serviços De Telemetria E Rastreamento De Veículos Do Brazil Limitada – – 4 428 –

Loans toMiX Telematics Europe Limited – – 7 222 –MiX Telematics North America Incorporated – – 15 585 –

– – 890 526 860 140

Refer to note 46 for a list of Group companies.

During the current financial year, MiX Telematics Limited obtained a 99.9975% equity interest in a newly incorporated entity in Brazil: MiX Telematics Serviços De Telemetria E Rastreamento De Veículos Do Brazil Limitada (“MiX Brazil”). R4.4 million (1.0 million BRL) was contributed to MiX Brazil as a capital investment in the company.

The movement in interest in subsidiaries is as a result of the movements described in this note, together with the effect of share options granted to employees of the respective subsidiary companies, resulting in the expensed fair value of the options being recognised as an equity contribution by the Company to the respective subsidiary.

In the current financial year, a loan between Sunstore Limited and MiX Telematics Europe Limited was ceded to MiX Telematics Limited as part of the final liquidation distribution from Sunstore Limited. The loan is unsecured, non-interest bearing and has no fixed date of repayment.

The loan to MiX Telematics North America Incorporated is unsecured, currently bears interest at the US prime interest rate of 3.25% per annum with no fixed date of repayment. The loan has been reclassified as an investment in the 2013 financial year following a change in its terms and conditions with effect from 1 April 2012 (note 14).

The loan to MiX Telematics North America Incorporated is denominated in South African Rand and the loan to MiX Telematics Europe Limited is denominated in UK Pounds. The maximum exposure to credit risk at the reporting date is the carrying value of the loans.

The shares held in MiX Telematics Australasia Proprietary Limited are held as security for the outstanding Investec Loan (note 20).

During the previous financial year, the directors reorganised the Group. On 31 July 2011, Sunstore Limited transferred its interest in MiX Telematics Europe Limited, MiX Telematics North America Incorporated and MiX Telematics Australasia Proprietary Limited to MiX Telematics Limited. The historical cost attributable to the investment in Sunstore Limited was re-allocated to the entities now owned by MiX Telematics Limited on a relative basis using the historical cost of the respective entities. Sunstore Limited was fully liquidated during the current financial year. In line with the Group’s elected accounting policy to recycle cumulative exchange differences on the date of disposal, change in control or liquidation of a subsidiary, a debit amount of R0.4 million has been released to the income statement.

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

9. Investment in joint ventureBeginning of the year – – – – Share of joint venture losses – – – –

End of the year – – – –

The investment in joint venture includes the Group’s 60% interest held in Matrixvtrack Nig. Limited, an unlisted company incorporated in Nigeria. The investment is denominated in Nigerian Naira (NGN).The Group’s share of the results of the joint venture and its aggregated assets and liabilities are as follows:Assets 1 670 1 641 – – Liabilities 1 299 1 549 – – Revenue 1 054 613 – – Profit/(loss) for the year 196 (147) – – Limited to – – – –

The Group has not recognised its portion of the profit for the year amounting to R0.2 million (2012: loss of R0.1 million) due to the existence of accumulated losses not yet recovered at year-end. The accumulated losses not yet recovered amounted to R0.2 million at 31 March 2013 (2012: R0.4 million). There are no contingent liabilities relating to the Group’s interest in the joint venture and no contingent liabilities of the venture itself.

10. Available-for-sale financial assetAvailable-for-sale financial assets include the following listed securities:– 1 288 920 ordinary shares in Datatrak Malta Limited, which

are denominated in Euro. – – – –

The Group impaired the available-for-sale financial asset in full in the 2011 financial year as there was no demonstrable active market for trading these shares and no income is expected to be derived from this investment in the foreseeable future. The position remains unchanged at the end of the 2013 financial year.

There were no additions or disposals of available-for-sale financial assets during the 2013 or 2012 financial years.

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

11. Finance lease receivableTotal finance lease receivable 9 963 – – – Short-term portion receivable within 12 months 3 604 – – –

Long-term portion receivable after 12 months 6 359 – – –

The Group entered into a finance lease arrangement with a customer to supply fleet management products and services. The term of the lease is 36 months and the lease is denominated in Euros. The unguaranteed residual values of the assets leased under the finance lease are considered negligible.

The finance lease receivables are neither past due nor impaired.

Gross finance lease receivable – minimum lease payments:Not later than one year 4 238 – – – Later than one year but not later than five years 6 549 – – –

10 787 – – –Unearned finance income 824 – – –

Net investment in finance leases 9 963 – – –

The net investment in finance leases may be analysed as follows:Not later than one year 3 604 – – – Later than one year but not later than five years 6 359 – – –

Net investment in finance leases 9 963 – – –

12. InventoryInventory – finished goods 38 927 35 903 – –

During the current financial year an amount of R4.8 million (2012: R3.1 million) was recognised as a charge in cost of sales as a result of the write down of inventory to net realisable value (notes 27, 35.2). During the 2013 financial year it was resolved that all inventory installed and designated for installation in vehicles be classified as property, plant and equipment. As a result the inventory held in client vehicles and a portion of the inventory, respectively, was reclassified to property, plant and equipment. The comparatives were amended accordingly (note 44). The 2011 restated inventory-finished goods balance was R26.4 million.

13. Trade and other receivablesTrade receivables 164 904 144 997 – – Less: provision for impairment of trade receivables (7 356) (7 569) – –

Trade receivables – net 157 548 137 428 – – Pre-payments 12 209 10 900 192 162 Sundry debtors 17 230 14 797 33 6

186 987 163 125 225 168

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Group Company

Gross R’000

Provision for impairment

R’000 Gross R’000

Provision for impairment

R’000

13. Trade and other receivables (continued)The ageing of trade receivables at the reporting date is as follows:2013Not past due 99 616 (447) – – Past due by 1 to 30 days 33 934 (361) – – Past due by 31 to 60 days 9 251 (1 332) – – Past due by more than 60 days 22 103 (5 216) – –

Total 164 904 (7 356) – –

2012Not past due 96 323 (1 155) – – Past due by 1 to 30 days 25 837 (803) – – Past due by 31 to 60 days 7 833 (900) – – Past due by more than 60 days 15 004 (4 711) – –

Total 144 997 (7 569) – –

The trade receivables above, which are past due and not impaired and fully performing trade receivables, relate to customers for whom there is no recent history of default.

Sundry debtors are neither past due nor impaired.

The carrying amounts of trade and other receivables are denominated in the following currencies:

Group Company2013

R’0002012

R’0002013

R’0002012

R’000

South African Rand 37 124 50 898 225 168 UK Pound 17 965 15 042 – – US Dollar 77 678 62 825 – – AU Dollar 28 972 17 137 – – Euro 19 723 14 625 – – Other 5 525 2 598 – –

186 987 163 125 225 168

Movements in the Group’s provision for impairment of trade receivables are as follows:Opening balance (7 569) (11 709) – – Increase in provision for impairment (note 35.2) (6 159) (7 050) – – Receivables written off during the year as irrecoverable 6 585 11 311 – – Foreign currency translation differences (213) (121) – –

Closing balance (7 356) (7 569) – –

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13. Trade and other receivables (continued)The creation of the provision for impairment of trade receivables has been included in administration and other charges in the income statement. In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted until the end of the reporting year. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash.

Trade receivables of R20.3 million (2012: R12.3 million) are pledged as security for the Group’s overdraft facilities (note 17) and were previously pledged as security for long-term loans (note 20).

The fair value of trade and other receivables approximate their book values as the impact of discounting is not considered material due to the short-term nature of the receivables. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. Other than 12% of the gross receivable balance relating to one debtor at the end of the 2013 year (2012: 18% of the gross receivable balance relating to two debtors), the Group has no significant concentration of credit risk, due to its spread of customers across various operations and geographical locations. The Group does not hold any collateral as security.

Group Company2013

R’0002012

R’0002013

R’0002012

R’000

14. Loan to related partyMiX Telematics North America Incorporated – – – 15 087

– – – 15 087

During the prior financial year, the loan to MiX Telematics North America Incorporated was unsecured, bore interest at the South African prime interest rate plus 2.0% per annum and had no fixed date of repayment. Due to interest rates charged on the loan to the related party being market-related, the fair value of this loan was considered to approximate its book value at year-end. The loan was denominated in South African Rand. The maximum exposure to credit risk at the reporting date was the carrying value of the loan to the related party mentioned above. The Company did not hold any collateral as security. During the current financial year, this loan was reclassified to interest in subsidiaries based on an amendment to the terms of the loan agreement which became effective on 1 April 2012 (note 8).

15. Loan to external partyIntellichain Proprietary Limited (“Intellichain”) – 6 001 – –

Intellichain is a supply chain management software business that focuses on fleet management and supply execution. MiX Telematics Africa Proprietary Limited advanced a convertible loan of R5.5 million to Intellichain during the 2012 financial year, convertible at the option of the lender within 30 days after issuance of the audit certificate for the 2012 financial year into a minimum of 26% share. In terms of the agreement entered into, MiX Telematics Africa Proprietary Limited also had options to take up additional shareholding in Intellichain from April 2012 onwards, with the ultimate ability to own 100% of the company.

At 31 March 2012 the loan was ceded from MiX Telematics Africa Proprietary Limited to MiX Telematics International Proprietary Limited with all the terms and conditions of the agreement remaining unchanged.

The loan was denominated in South African Rands and was secured by the software (inclusive of all source code and object code comprised thereby). The fair value of the loan was deemed to approximate its book value at prior year-end and the maximum exposure to credit risk at that reporting date was the carrying value of the loan with interest being charged at a fixed 9% per annum.

In the 2013 financial year the business of Intellichain (constituting employees and specific assets and liabilities) was acquired for an amount equal to the outstanding loan balance at the effective date (note 36).

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

16. Restricted cashCash securing guarantee issued in terms of the Mobile Telephone Networks Proprietary Limited incentive agreement (denominated in South African Rand). 1 000 1 000 – – Cash securing guarantees issued in respect of lease agreements entered into (denominated in South African Rand). 393 – – – Cash securing guarantees issued in respect of employee visas in the UAE (denominated in US Dollar). 3 076 2 133 – – Cash held for purposes of distribution to MiX Telematics Enterprise BEE Trust and MiX Telematics Fleet Support Trust beneficiaries (denominated in South African Rand). 3 766 – – –

8 235 3 133 – –

17. Net cash and cash equivalentsNet cash and cash equivalents included in the cash flow statement comprise the following amounts included in the statement of financial position:Cash and cash equivalents 147 702 118 695 306 1 412 Bank overdraft (56 005) (50 165) – –

91 697 68 530 306 1 412

Included in the bank overdraft are overdraft facilities from Investec Bank Limited and Standard Bank Limited which are secured by the following at 31 March 2013:

Investec Bank Limited• cession of all rights, title and interest in and to the subscriber contracts of MiX Telematics Africa Proprietary Limited;• joint and several suretyships between the following Group companies:

– MiX Telematics Limited; and– MiX Telematics Africa Proprietary Limited.

Standard Bank Limited• cross suretyships between the following Group companies:

– MiX Telematics Africa Proprietary Limited;– MiX Telematics International Proprietary Limited; and– MiX Telematics Limited.

• an unrestricted cession of book debts by the following entities (note 13):– MiX Telematics Limited; and– MiX Telematics International Proprietary Limited.

At 31 March 2012 the overdraft facilities from Investec Bank Limited and Standard Bank Limited were secured by the following:

Investec Bank Limited• cession of all rights, title and interest in and to the subscriber contracts of MiX Telematics Africa Proprietary Limited;• joint and several suretyships between the following Group companies:

– MiX Telematics Limited; and– MiX Telematics Africa Proprietary Limited.

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17. Net cash and cash equivalents (continued)Standard Bank Limited• cross suretyships and cession of claims between the following Group companies:

– MiX Telematics Enterprise SA Proprietary Limited;– MiX Telematics Europe Limited;– MiX Telematics Technology Holdings Proprietary Limited; and– MiX Telematics Limited.

• the MiX Telematics International Proprietary Limited subscriber contracts• a reversionary right to the MiX Telematics Africa Proprietary Limited subscriber contracts• an unrestricted cession of book debts by the following entity (note 13):

– MiX Telematics Africa Proprietary Limited.

The credit quality of cash and cash equivalents, that are neither past due nor impaired can be assessed by reference to external credit ratings.

Group Company2013

R’0002012

R’0002013

R’0002012

R’000

Cash and cash equivalents:A 36 124 45 576 – – AA 5 989 4 962 – – BBB 105 589 68 157 306 1 412

147 702 118 695 306 1 412

18. Stated capital/share capital and premium Number

of shares R’000

Ordinary share capital

R’000

Share premium

R’000 Total R’000

Group and CompanyAt 1 April 2011 657 000 13 787 353 787 366 Shares issued in relation to share options exercised 200 * 236 236

Balance at 31 March 2012 657 200 13 787 589 787 602 Shares issued in relation to share options exercised 2 250 * 2 425 2 425 Share capital and share premium transferred to stated capital (659 450) (13) (790 014) (790 027)

Balance at 31 March 2013 – – – –* Amount less than R1 000

The ordinary shares with a par value of 0.002 cent were converted to ordinary shares with no par value on 25 October 2012, the date that the new Memorandum of Incorporation was accepted by the Companies and Intellectual Property Commission in South Africa.

Stated capital Number

of shares 000’s

Stated capital R’000

Group and CompanyBalance at 31 March 2012 – – Share capital and share premium transferred to stated capital 659 450 790 027 Shares issued in relation to share options exercised 513 464

Balance at 31 March 2013 659 963 790 491

The total authorised number of ordinary shares at the end of the 2013 year amounted to 1 billion shares (2012: 1 billion) with no par value (2012: par value of 0.002 cent per share). All issued shares are fully paid up and carry one vote per share and the right to dividends. There were no changes to the authorised number of ordinary shares during the 2013 or 2012 financial year.

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18. Stated capital/share capital and premium (continued)Share optionsShare options are granted to directors and certain key employees within the Group. The exercise price of the options granted is equal to the weighted average market value of ordinary shares for the 20 days preceding the date of the grant. The options vest in tranches of 25% per annum, commencing on the second anniversary of the grant date and expire six years after the grant date. In addition to these vesting periods, the vesting of the share options granted are conditional on certain performance conditions being met, namely the share price on the associated measurement date being in excess of the target, after being reduced by the aggregate amount of dividends paid, or an annual total shareholder return in excess of 10% and 5%, taking into account any dividends paid during the vesting period, being achieved. The Group has no legal or constructive obligation to repurchase or settle the options in cash.

Movements in the total number of share options outstanding and their related weighted average exercise prices are as follows: Weighted

average exercise

price 2013

cents per share

Number of options

2013000’s

Weighted average

exercise price 2012

cents per share

Number of options

2012000’s

Outstanding at the beginning of the year 113 57 250 107 47 350 Granted on 13 September 2011 – – 130 6 800 Granted on 3 January 2012 – – 154 4 000 Granted on 7 November 2012 246 12 350 – –Exercised 105 (2 763) 118 (200)Forfeited 131 (3 162) 118 (700)Outstanding at the end of the year 138 63 675 113 57 250

Exercisable at the end of the year 11 513 8 113

The weighted average remaining contractual life on share options outstanding at year-end is 3.11 years (2012: 3.53 years).

Options exercised in 2013 resulted in 2 762 500 shares (2012: 200 000 shares) being issued at a weighted average exercise price of 105.0 cents per share (2012: 118.0 cents per share). The related weighted average share price at the time of exercise was 245.0 cents per share (2012: 150.0 cents per share).

Share options outstanding at the end of the financial year have the following exercise prices:2013000’s

2012000’s

Annual shareholder return: Exercise price 5% 112 cents 12 025 12 650 5% 130 cents 2 200 3 200

10% 118 cents 6 550 8 250 10% 70 cents 2 700 3 550 10% 125 cents 250 400 10% 154 cents 4 000 4 000 10% 246 cents 12 100 –

Target share price:R5 70 cents 4 500 4 650 R5 112 cents 7 600 7 600 R5 130 cents 2 600 3 600

R10 118 cents 8 950 9 150 R10 125 cents 200 200

63 675 57 250

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18. Stated capital/share capital and premium (continued)Of the options in issue, none have expired during the 2013 or 2012 financial year.

The weighted average fair value of options granted during the current and prior year was determined using a combination of the Monte Carlo Simulation option pricing model and the Binomial Tree option pricing model. The key drivers and assumptions input into the valuation models used to determine these values are disclosed below.

As the shares were only listed on the JSE on 12 November 2007, the volatility was calculated using a mixture of the Group’s historical share data as well as the share data of comparable companies.

The salient details of options granted during the 2013 financial year are provided in the table below:

Total shareholder

return

Grant date 7 November 2012Fair value (cents per share) 114.4 Option strike price (cents per share) 246.0 JSE share price on grant date (cents per share) 300.0 Expiry date 7 November 2018Performance conditions– Total shareholder return of (%) 10.0 Remaining contractual life 5.61 Valuation assumptions and drivers:Volatility (%) 42.7 Anticipated forfeiture rate (%) 5.0 Anticipated dividend streams (cents per share)– year ending 31 March 2014 11.0 – year ending 31 March 2015 13.5 – year ending 31 March 2016 16.5 – year ending 31 March 2017 20.0 – year ending 31 March 2018 24.5 Anticipated dividend yield (%) 5.5Annual risk-free interest rate (%) 6.3

Refer to note 27 for the total expense recognised in the current year in respect of share options granted to employees and directors.

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18. Stated capital/share capital and premium (continued)MiX Telematics Group Executive Incentive Plan

Group executives held the following share options at 31 March 2013:17 March

2008000’s

17 March2008000’s

9 December 2008000’s


4 June2010000’s

4 June2010000’s



Total000’s

S Joselowitz1 1 500 2 000 500 1 000 1 500 3 000 – 2 500 12 000 R Botha1 375 2 000 250 1 000 1 500 – – – 5 125 T Buzer1 1 500 2 000 250 1 000 1 500 – – – 6 250 M Pydigadu1 – – – – 1 500 1 000 – 1 000 3 500 H Scott1 – – – – 1 500 1 000 – – 2 500 C Tasker1 1 500 2 000 500 1 000 1 500 – 2 000 2 000 10 500 B Horan 200 100 150 50 500 – 1 000 1 500 3 500 G Pretorius 500 200 – – 500 – 1 000 1 500 3 700

5 575 8 300 1 650 4 050 10 000 5 000 4 000 8 500 47 075

Option strike price (cents per share) 118 118 70 70 112 112 154 246JSE share price on grant date (cents per share) 118 118 58 58 104 104 160 300Expiry date 17 March 2014 17 March 2014 9 December 2014 9 December 2014 4 June 2016 4 June 2016 3 January 2018 7 November 2018Performance conditions:Share price of (Rand) n/a 10 n/a 5 n/a 5 n/a n/aMinimum shareholder return of 10% n/a 10% n/a 5% n/a 10% 10%

The following share options were exercised by members of the executive committee during the 2013 financial year:

Date of exercise

Options exercised Grant date

Strike price(cents per

share)Performance

condition

Exercise date share

price (cents

per share)

R Botha1 25/09/2012 1 125 000 17/03/2008 118 10% 23025/09/2012 250 000 09/12/2008 70 10% 230

T Buzer1 01/10/2012 250 000 09/12/2008 70 10% 221


2008000’s

17 March2008000’s



4 June2010000’s

4 June2010000’s


Total000’s

S Joselowitz1 1 500 2 000 500 1 000 1 500 3 000 – 9 500R Botha1 1 500 2 000 500 1 000 1 500 – – 6 500 T Buzer1 1 500 2 000 500 1 000 1 500 – – 6 500 M Pydigadu1 – – – – 1 500 1 000 – 2 500 H Scott1 – – – – 1 500 1 000 – 2 500 C Tasker1 1 500 2 000 500 1 000 1 500 – 2 000 8 500 B Horan 200 100 150 50 500 – 1 000 2 000 G Pretorius 500 200 – – 500 – 1 000 2 200

6 700 8 300 2 150 4 050 10 000 5 000 4 000 40 200

Option strike price (cents per share) 118 118 70 70 112 112 154JSE share price on grant date (cents per share) 118 118 58 58 104 104 160Expiry date 17 March 2014 17 March 2014 9 December 2014 9 December 2014 4 June 2016 4 June 2016 3 January 2018Performance conditions:Share price of (Rand) n/a 10 n/a 5 n/a 5 n/aMinimum shareholder return of 10% n/a 10% n/a 5% n/a 10%1 Executive director

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18. Stated capital/share capital and premium (continued)MiX Telematics Group Executive Incentive Plan


2008000’s

17 March2008000’s



4 June2010000’s

4 June2010000’s



Total000’s

S Joselowitz1 1 500 2 000 500 1 000 1 500 3 000 – 2 500 12 000 R Botha1 375 2 000 250 1 000 1 500 – – – 5 125 T Buzer1 1 500 2 000 250 1 000 1 500 – – – 6 250 M Pydigadu1 – – – – 1 500 1 000 – 1 000 3 500 H Scott1 – – – – 1 500 1 000 – – 2 500 C Tasker1 1 500 2 000 500 1 000 1 500 – 2 000 2 000 10 500 B Horan 200 100 150 50 500 – 1 000 1 500 3 500 G Pretorius 500 200 – – 500 – 1 000 1 500 3 700

5 575 8 300 1 650 4 050 10 000 5 000 4 000 8 500 47 075

Option strike price (cents per share) 118 118 70 70 112 112 154 246JSE share price on grant date (cents per share) 118 118 58 58 104 104 160 300Expiry date 17 March 2014 17 March 2014 9 December 2014 9 December 2014 4 June 2016 4 June 2016 3 January 2018 7 November 2018Performance conditions:Share price of (Rand) n/a 10 n/a 5 n/a 5 n/a n/aMinimum shareholder return of 10% n/a 10% n/a 5% n/a 10% 10%

The following share options were exercised by members of the executive committee during the 2013 financial year:

Date of exercise

Options exercised Grant date

Strike price(cents per

share)Performance

condition

Exercise date share

price (cents

per share)

R Botha1 25/09/2012 1 125 000 17/03/2008 118 10% 23025/09/2012 250 000 09/12/2008 70 10% 230

T Buzer1 01/10/2012 250 000 09/12/2008 70 10% 221


2008000’s

17 March2008000’s



4 June2010000’s

4 June2010000’s


Total000’s

S Joselowitz1 1 500 2 000 500 1 000 1 500 3 000 – 9 500R Botha1 1 500 2 000 500 1 000 1 500 – – 6 500 T Buzer1 1 500 2 000 500 1 000 1 500 – – 6 500 M Pydigadu1 – – – – 1 500 1 000 – 2 500 H Scott1 – – – – 1 500 1 000 – 2 500 C Tasker1 1 500 2 000 500 1 000 1 500 – 2 000 8 500 B Horan 200 100 150 50 500 – 1 000 2 000 G Pretorius 500 200 – – 500 – 1 000 2 200

6 700 8 300 2 150 4 050 10 000 5 000 4 000 40 200

Option strike price (cents per share) 118 118 70 70 112 112 154JSE share price on grant date (cents per share) 118 118 58 58 104 104 160Expiry date 17 March 2014 17 March 2014 9 December 2014 9 December 2014 4 June 2016 4 June 2016 3 January 2018Performance conditions:Share price of (Rand) n/a 10 n/a 5 n/a 5 n/aMinimum shareholder return of 10% n/a 10% n/a 5% n/a 10%1 Executive director

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

19. Other reservesOpening balance (154 745) (179 844) 7 199 5 198 Foreign currency translation: 36 900 7 057 – – – Movement for the year 37 090 29 816 – – – Transfer from shareholder loan revaluation2 (190) (22 759) – – Shareholder loan revaluation:1 3 332 16 041 – – – Movement for the year 3 142 (6 718) – – – Transfer to foreign currency translation2 190 22 759 – – Share-based payments (notes 27, 35.2) 3 151 2 001 3 151 2 001

Closing balance (111 362) (154 745) 10 350 7 199 Comprised as follows:Foreign currency translation 13 426 (23 475) – – Reserve on transaction with non-controlling interest (137 895) (137 895) – – Share-based payments 10 350 7 199 10 350 7 199 Shareholder loan revaluation1 2 757 (575) – –

(111 362) (154 745) 10 350 7 199 1 Shareholder loan revaluation relates to the unrealised foreign exchange gains/(losses) on loans viewed as part of the Group’s net investment in foreign operations.

2 Upon capitalisation/settlement of certain net investment loans, amounts that were previously recognised in the shareholder’s loan revaluation reserve have been transferred to the foreign currency translation reserve.

Group Company2013

R’0002012

R’0002013

R’0002012

R’000

20. BorrowingsSecured loans– Long-term loans 3 472 22 941 3 472 11 199 Short-term portion payable within 12 months (3 472) (22 941) (3 472) (11 199)

Long-term portion payable after 12 months – – – –

Movement for the yearOpening balance 22 941 63 578 11 199 34 967 Net payments made (19 469) (40 647) (7 727) (23 768)Foreign currency translation differences – 10 – –

Closing balance 3 472 22 941 3 472 11 199

The Group and its subsidiaries and the Company have unlimited borrowing capacity as specified in their respective Memorandums of Incorporation.

No new borrowings were raised by the Group or Company during the 2013 and 2012 years.

The Group and Company however, have access to revolving credit facilities on which payments of R26.0 million (2012: R69.2 million) and R14.2 million (2012: R52.4 million) were made respectively, and draw downs on the borrowing facilities of R6.5 million (2012: R28.6 million) were raised for the Group and Company in the 2013 financial year. The net of these amounts have been included in the movement above.

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

20. Borrowings (continued)Long-term loansLoans from Standard Bank Limited:– Loan 1 – 2 645 – – – Loan 2 – 9 097 – – Loans from Investec Bank Limited:– Loan 1 * 4 735 * 4 735 – Loan 2 3 472 6 464 3 472 6 464

Total long-term loans 3 472 22 941 3 472 11 199 Short-term portion payable within 12 months (3 472) (22 941) (3 472) (11 199)

Long-term portion payable after 12 months – – – –

* Amounts less than R1 000

The Standard Bank Loan 1 was repaid in full during the 2013 financial year. Interest was previously charged at prime less 1.2% and the loan was repayable in monthly instalments of R0.3 million.

The Standard Bank Loan 2 was repaid in full during the 2013 financial year. Interest was previously charged at prime less 1.2% and the loan was repayable in monthly instalments of R1.2 million.

The Standard Bank loans were denominated in South African Rand.

The Standard Bank loans and overdraft facility (note 17) previously contained financial covenants in respect of Group “Debt:EBITDA” and “value of subscriber base:debt” ratios. The Group met all required covenants during the 2012 financial year. During the 2013 financial year, these covenants were waived.

The above Standard Bank loans were secured by:

• cross suretyships and cession of claims between the following Group companies:– MiX Telematics Africa Proprietary Limited;– MiX Telematics Enterprise SA Proprietary Limited;– MiX Telematics International Proprietary Limited;– MiX Telematics Europe Limited;– MiX Telematics Technology Holdings Proprietary Limited; and– MiX Telematics Limited.

• the MiX Telematics International Proprietary Limited subscriber contracts

• a reversionary right to the MiX Telematics Africa Proprietary Limited subscriber contracts

• an unrestricted cession of book debts by the following entities (note 13):– MiX Telematics Limited;– MiX Telematics Africa Proprietary Limited; and– MiX Telematics International Proprietary Limited.

The Investec Loan 2 bears interest at prime less 0.5% and is repayable in monthly instalments of R0.6 million (2012: R0.6 million). The facility matures in September 2015.

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20. Borrowings (continued)The above Investec loan is secured by:

• cession of all rights, title and interest in and to the subscriber contracts of MiX Telematics Africa Proprietary Limited

• joint and several suretyships between the following Group companies:– MiX Telematics Limited; and – MiX Telematics Africa Proprietary Limited.

The Investec Loan 1 bears interest at prime less 0.5% and is repayable in monthly instalments of R0.5 million (2012: R0.5 million). The facility matures in September 2013.

The above Investec loan is secured by the cession and pledge of 100% of the shares held in MiX Telematics Australasia Proprietary Limited.

The Investec loans are denominated in South African Rand.

The carrying values of the variable rate loans are considered to be a reasonable approximation of the fair values of the respective loans as the variable interest rates approximate the market rate.

The Group or Company did not default on any payments or breach any loan agreement term during the 2013 or 2012 financial year.

Group Company2013

R’0002012

R’0002013

R’0002012

R’000

Undrawn borrowing facilities are:– Standard Bank Limited: Overdraft 46 289 19 174 – – Vehicle and asset finance 8 500 8 500 8 500 8 500

– Investec Bank Limited 32 931 48 060 15 224 17 400

87 720 75 734 23 724 25 900

Subsequent to year-end the Group obtained an overdraft facility of R10 million from Nedbank Limited. The facility is unsecured and bears interest at prime less 2% (note 40).

21. Trade and other payablesTrade payables 57 026 54 128 – – Accruals 96 176 74 348 1 849 1 722 Revenue received in advance 22 996 19 896 – – Value-added taxes 7 167 6 745 – – Other 1 032 1 921 171 123

184 397 157 038 2 020 1 845

The fair values of trade payables, accruals and other payables approximate their book values as the impact of discounting is not considered material due to the short-term nature of the payables.

22. Retirement benefitsIt is the policy of the Group to provide retirement benefits to all its South African, United Kingdom, United States and Australian employees.

All these retirement benefits are defined contribution plans and are held in separate trustee-administered funds. These plans are generally funded by both member and company contributions. The South African plan is subject to the Pension Funds Act of 1956, the UK plan is subject to the United Kingdom Pensions Act 2011 (Commencement No. 3) and the Australian plan is subject to the Superannuation Guarantee Administration Act of 1992. For the United States employees a voluntary Internal Revenue Service section 401(k) tax-deferred defined contribution plan is offered. No Group contribution is currently being made towards such plan. The full extent of the Group’s liability is the contributions made, which are charged to the income statement as they are incurred. The total Group contribution to such plans in 2013 was R14.5 million (2012: R12.8 million) (note 27).

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Group Company2013

R’000

2012(Restated)

R’000


R’000

2013

R’000

2012

R’000

23. Deferred taxDeferred tax liabilitiesCapital allowances for tax purposes 8 957 5 463 5 278 – – Intangible assets 12 755 17 570 21 050 – – Prepayments 796 477 426 – – Section 24C – future expenditure allowance – 9 748 9 748 – – Other 3 118 3 991 2 414 – –

Gross deferred tax liabilities 25 626 37 249 38 916 – – Set-off of deferred tax balances (17 021) (11 433) (10 746) – –

Net deferred tax liabilities 8 605 25 816 28 170 – –

Deferred tax assetsRevenue received in advance 4 763 3 151 2 204 – – Capital allowances for tax purposes 8 577 6 913 4 414 – – Provisions and lease straight-lining 15 799 14 294 14 556 – – Other 1 750 341 874 – –

Gross deferred tax assets 30 889 24 699 22 048 – – Set-off of deferred tax balances (17 021) (11 433) (10 746) – –

Net deferred tax assets 13 868 13 266 11 302 – –

Net deferred tax asset/(liability) 5 263 (12 550) (16 868) – – The gross movement in net deferred tax assets/(liabilities) is as follows:Beginning of the year (12 550) (16 868) (18 858) – – Foreign currency translations 361 193 (7) – – Income statement charge (note 32) 17 452 4 125 1 997 – –

End of the year 5 263 (12 550) (16 868) – –

During the current financial year it was resolved that all inventory installed and designated for installation in vehicles be classified as property, plant and equipment as opposed to being included under inventory held in client vehicles and inventory, respectively, as previously disclosed. This resulted in the portion of deferred tax liabilities previously classified as being attributable to inventory held in client vehicles being reclassified to capital allowances (note 44).

Deferred tax at year-end has been recognised using the following corporate tax rates:

• South Africa 28%

• United Kingdom 24% (2012: 26%)

• Germany 15%

• United States of America 34%

• Australia 30%

• Dubai 0%

• Brazil 34%

Deferred tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group did not recognise deferred tax assets of R22.9 million (2012: R18.7 million) in respect of losses amounting to R91.7 million (2012: R61.1 million) at year-end.

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23. Deferred tax (continued)The movement in deferred tax assets and liabilities during the year, prior to taking into account the offsetting of balances within the same tax jurisdiction, is as follows:

2012(Restated)

R’000

Charged/(credited) to the income statement

(note 32)R’000

Foreign currency

translation differences

R’000

2013

R’000

GroupDeferred tax liabilitiesCapital allowances for tax purposes 5 463 3 494 – 8 957 Intangible assets 17 570 (4 824) 9 12 755 Prepayments 477 319 – 796 Section 24C – future expenditure allowance 9 748 (9 748) – – Other 3 991 (873) – 3 118

37 249 (11 632) 9 25 626

Deferred tax assetsRevenue received in advance (3 151) (1 612) – (4 763)Capital allowances for tax purposes (6 913) (1 549) (115) (8 577)Provisions and lease straight-lining (14 294) (1 250) (255) (15 799)Other (341) (1 409) – (1 750)

(24 699) (5 820) (370) (30 889)

The movement in deferred tax assets and liabilities during the prior year, prior to taking into account the offsetting of balances within the same tax jurisdiction, is as follows:


R’000

Charged/(credited) to the income statement

(note 32)R’000

Foreign currency

translation differences

R’000

2012(Restated)

R’000

GroupDeferred tax liabilitiesCapital allowances for tax purposes 5 278 185 – 5 463 Intangible assets 21 050 (3 491) 11 17 570 Prepayments 426 51 – 477 Section 24C – future expenditure allowance 9 748 – – 9 748 Other 2 414 1 577 – 3 991

38 916 (1 678) 11 37 249

Deferred tax assetsRevenue received in advance (2 204) (947) – (3 151)Capital allowances for tax purposes (4 414) (2 414) (85) (6 913)Provisions and lease straight-lining (14 556) 382 (120) (14 294)Other (874) 532 1 (341)

(22 048) (2 447) (204) (24 699)

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

24. ProvisionsProduct warrantiesBeginning of the year 9 342 8 975 – –Income statement charge 2 218 975 – –Utilised (2 228) (1 142) – –Foreign currency translation differences 840 534 – –

End of the year 10 172 9 342 – –Non-current portion – – – –

Current portion 10 172 9 342 – –

The Group provides warranties on certain products and undertakes to repair or replace items that fail to perform satisfactorily. Management estimates the related provision for future warranty claims based on historical warranty claim information, the product lifetime, as well as recent trends that might suggest that past cost information may differ from future claims.Maintenance provisionBeginning of the year 16 663 18 205 – –Income statement charge 7 642 11 184 – –Utilised (15 626) (12 726) – –Foreign currency translation differences 23 – – –

End of the year 8 702 16 663 – –Non-current portion 283 – – –


The Group provides for maintenance required, related to ongoing contracts when the obligation to repair occurs. Management estimates the related provision for maintenance costs per unit based on the estimated costs expected to be incurred to repair the respective units.Decommissioning provisionBeginning of the year 2 958 14 518 – –Income statement charge – unwinding of discount reflected as finance cost (note 29) – 221 – –Income statement reversal (263) (4 743) – –Utilised (224) (8 327) – –Foreign currency translation differences 399 1 289 –

End of the year 2 870 2 958 – –Non-current portion – – –


The Group provides for the anticipated costs associated with the restoration of leasehold property to its condition at inception of the lease, including the removal of items included in plant and equipment that is erected on leased land. The final cash outflow of these costs is expected to occur in the 2014 financial year.Total provisionsProduct warranties 10 172 9 342 – –Maintenance provision 8 702 16 663 – –Decommissioning provision 2 870 2 958 – –

Total provision 21 744 28 963 – –Non-current portion (283) – – –

Current provision 21 461 28 963 – –

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

25. RevenueSubscription revenue 686 720 577 330 – –Hardware sales 378 070 328 386 – –Other 106 690 112 766 – –

1 171 480 1 018 482 – –

26. Other (expenses)/income – netDividend income – subsidiary companies (note 35.2) – – 100 458 77 649 MIDP incentives 2 603 8 030 – –Foreign exchange (loss)/gain (4 681) (1 602) 312 922 Rental income – 113 – –Foreign currency translation reserve released due to liquidation of intermediary subsidiary holding company (notes 33, 35.2) (394) – – –Profit/(loss) on disposal of property, plant and equipment and intangible assets (note 35.2) 314 (430) – –Other 1 737 897 38 11

(421) 7 008 100 808 78 582

27. Operating profitOperating profit is stated after accounting for the following charges:Amortisation (notes 7, 35.2) 56 985 53 040 50 43 Depreciation (notes 6, 35.2) 41 201 36 792 – –Impairment of intangible assets (notes 5, 7, 33, 35.2) 5 158 1 332 – –Operating lease charges – premises and equipment 15 946 17 629 – –Write-down of inventory to net realisable value (notes 12, 35.2) 4 785 3 153 – –Research expenditure 1 300 817 – –Professional fees 15 707 12 795 349 588 Staff costs 347 103 294 764 3 151 2 866 – Salaries, wages and other costs 329 424 280 013 3 151 2 866 – Pension costs (note 22) 14 528 12 750 – – – Share-based payments (notes 19, 35.2) 3 151 2 001 – –Number of employees at the end of the year 937 824 – –

28. Finance incomeCash– Current accounts and short-term bank deposits 1 788 1 706 406 117 – Other 96 171 – –

1 884 1 877 406 117

Non-cash– Inter-company interest – – 498 2 109 – External loans – 515 – –– Finance lease receivable income 134 – – –

134 515 498 2 109

2 018 2 392 904 2 226

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

29. Finance costsCash– Overdraft (2 507) (2 316) – –– Finance leases – (12) – –– Other long-term loans (425) (3 148) (165) (1 054)– Other (489) (73) – –

(3 421) (5 549) (165) (1 054)– Capitalisation of borrowing cost 304 837 – –

(3 117) (4 712) (165) (1 054)

Non-cash– Decommissioning provision (note 24) – (221) – –– Long-term loans (231) (332) (231) (332)

(231) (553) (231) (332)

(3 348) (5 265) (396) (1 386)

30. Auditor’s remunerationAuditor’s remuneration 4 207 3 113 1 177 1 013

31. Directors’ and executive committee emolumentsDirectors’

feesR’000

Salary and allowances

R’000

Other benefits

R’000

Retirement fund

R’000

Performance bonuses1

R’00012 months

R’000

Group2013Non-executive directorsR Bruyns 754 – – – – 754 H Brody2 240 – – – – 240 C Ewing2 365 – – – – 365 R Frew2 296 – – – – 296 R Friedman 296 – – – – 296 F Roji2 376 – – – – 376 R Shough3 325 – – – – 325 A Welton 320 – 30 – – 350

2 972 – 30 – – 3 002 Value-added tax2 179 179

Executive committee4

S Joselowitz6 – 3 678 – – 3 798 7 476 R Botha6 – 2 326 11 90 704 3 131 T Buzer6 – 1 898 19 150 2 013 4 080 M Pydigadu6 – 1 746 91 71 1 632 3 540 H Scott6 – 2 636 – – 2 134 4 770 C Tasker6 – 2 199 40 189 2 285 4 713 B Horan – 1 662 97 68 1 544 3 371 G Pretorius – 1 587 96 150 2 154 3 987

3 151 17 732 384 718 16 264 38 249

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31. Directors’ and executive committee emoluments (continued)Directors’

feesR’000

Salary and allowances

R’000

Other benefits

R’000

Retirement fund

R’000

Performance bonuses1

R’00012 months

R’000

Group (continued)2012Non-executive directorsR Bruyns 771 – – – – 771 H Brody2 240 – – – – 240 C Ewing2 61 – – – – 61 R Frew2 296 – – – – 296 R Friedman 296 – – – – 296 A Patel2 304 – – – – 304 F Roji2 389 – – – – 389 A Welton 328 – – – – 328

2 685 – – – – 2 685 Value-added tax2 181 181

Executive committee4

S Joselowitz6 – 2 972 – – 2 816 5 787 R Botha6 – 2 069 125 96 1 096 3 386 T Buzer6 – 1 770 25 245 1 001 3 041 M Pydigadu6 – 1 616 75 72 700 2 463 H Scott6 – 1 856 458 – 371 2 686 C Tasker6 – 2 160 37 152 1 297 3 646 B Horan5 – 401 34 15 – 450 G Pretorius5 – 382 22 46 – 450

2 866 13 226 776 626 7 281 24 775 1 Performancebonusesarebasedonactualamountspaidduringthefinancialyear.2 Value-addedtax(“VAT”)includedaspartofinvoicereceived.Directors’feesshownexcludeVAT.3 AppointedtotheBoardwitheffectfrom1June2012.4 AllprescribedofficersoftheCompanyareincludedaspartoftheexecutivecommitteeasnotedabove.5 Appointedtotheexecutivecommitteewitheffectfrom1January2012.Emolumentsdisclosedonlyincludeamountspaidfrom1January2012to 31March2012.

6 Executivedirector.

CompanyThe directors’ fees of R3.2 million (2012: R2.9 million) have been paid by the Company.

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

32. TaxationMajor components of taxation expenseNormal taxation (68 852) (44 400) – (3 942)– Current (67 641) (40 520) – –– (Under)/over-provision prior years (76) 428 – –– Foreign tax paid (702) – – –– Withholding tax (433) – – –– Secondary taxation on companies – (4 308) – (3 942)Deferred taxation (note 23) 17 452 4 125 – –– Current year 18 505 4 125 – –– Under-provision prior years (1 053) – – –

(51 400) (40 275) – (3 942)

Before tax R’000

Tax impact R’000

After tax R’000

Taxation recognised in other comprehensive incomeGroup2013Exchange differences on translating foreign operations 37 090 – 37 090 Exchange differences on net investments in foreign operations 3 142 – 3 142

40 232 – 40 232

2012Exchange differences on translating foreign operations 29 816 – 29 816 Exchange differences on net investments in foreign operations (6 718) – (6 718)

23 098 – 23 098

Group Company2013

R’0002012

R’0002013

R’0002012

R’000

Tax rate reconciliationThe tax on the Group’s/Company’s profit before taxation differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the entities as follows:Profit before taxation 179 866 143 515 94 725 73 523 Tax at the applicable tax rate of 28% 50 362 40 184 26 523 20 586 Tax effect of: 1 038 91 (26 523) (16 644)– Income not subject to tax (423) (107) (28 136) (21 745)– Expenses not deductible for tax purposes 3 362 2 639 1 394 1 349 – Secondary tax on companies – 4 308 – 3 942 – Withholding tax 433 – – –– Utilisation of prior year assessed losses (190) (4 005) – (190)– Foreign tax paid 702 34 – –– Foreign tax rate differential (3 153) (501) – –– Deferred tax not recognised on assessed losses 3 405 4 079 – –– Deferred tax previously not recognised 7 – – –– Under/(over)-provision prior years 1 129 (428) – –– Tax incentives in addition to incurred cost (4 485) (5 968) – –– Other 251 40 219 –

51 400 40 275 – 3 942

The Group’s weighted average tax rate is 28.6% (2012: 28.1%).

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

33. Earnings per shareBasicBasic earnings per share is calculated by dividing the profit attributable to shareholders of the parent by the weighted average number of ordinary shares in issue during the year.Profit attributable to shareholders of the parent 128 471 103 240 94 725 69 581 Weighted average number of ordinary shares in issue (000’s) 658 456 657 045 658 456 657 045 Basic earnings per share (cents) 19.5 15.7 14.4 10.6 DilutedDiluted earnings per share is calculated by dividing the diluted profit attributable to shareholders of the parent by the diluted weighted average number of ordinary shares in issue during the year. The Company has one category of diluted potential ordinary shares – share options, for which a calculation is done to determine the number of shares that could have been acquired at fair value (determined at the closing market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated is compared with the number of shares that would have been issued assuming the exercise of the share options.Profit attributable to shareholders of the parent 128 471 103 240 94 725 69 581 Diluted weighted average number of ordinary shares in issue (000’s) 674 772 662 322 674 772 662 322 Diluted earnings per share (cents) 19.0 15.6 14.0 10.5 Headline earnings per shareReconciliation of headline earningsProfit attributable to shareholders of the parent 128 471 103 240 94 725 69 581 (Profit)/loss on disposal of property, plant and equipment and intangible assets (notes 26, 35.2) (314) 430 – –Impairment of product development costs capitalised (notes 5, 7, 27, 35.2) 5 158 1 332 – –Foreign currency translation reserve released due to liquidation of intermediary subsidiary holding company (notes 26, 35.2) 394 – – –Tax effect on the above components (1 357) (323) – –

Headline earnings attributable to shareholders of the parent 132 352 104 679 94 725 69 581 BasicBasic headline earnings per share is calculated by dividing the headline earnings attributable to shareholders of the parent by the weighted average number of ordinary shares in issue during the year.Headline earnings attributable to shareholders of the parent 132 352 104 679 94 725 69 581 Weighted average number of ordinary shares in issue (000’s) 658 456 657 045 658 456 657 045 Basic headline earnings per share (cents) 20.1 15.9 14.4 10.6

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

33. Earnings per share (continued)DilutedDiluted headline earnings per share is calculated by dividing the diluted headline earnings attributable to shareholders of the parent by the diluted weighted average number of ordinary shares in issue during the year.Diluted headline earnings attributable to shareholders of the parent 132 352 104 679 94 725 69 581 Diluted weighted average number of ordinary shares in issue (000’s) 674 772 662 322 674 772 662 322 Diluted headline earnings per share (cents) 19.6 15.8 14.0 10.5 Adjusted headline earnings per shareReconciliation of adjusted headline earningsHeadline earnings attributable to shareholders of the parent 132 352 104 679 94 725 69 581 Amortisation of intangible assets arising out of business combinations 10 421 18 500 – –Trading loss on business unit disposed of – 3 509 – –Tax effect on the amortisation of intangible assets arising out of business combinations (1 644) (3 235) – –

Adjusted headline earnings attributable to shareholders of the parent 141 129 123 453 94 725 69 581

BasicBasic adjusted headline earnings per share is calculated by dividing the adjusted headline earnings attributable to shareholders of the parent by the weighted average number of ordinary shares in issue during the year.Adjusted headline earnings attributable to shareholders of the parent 141 129 123 453 94 725 69 581 Weighted average number of ordinary shares in issue (000’s) 658 456 657 045 658 456 657 045 Adjusted headline earnings per share (cents) 21.4 18.8 14.4 10.6 DilutedAdjusted diluted headline earnings per share is calculated by dividing the adjusted diluted headline earnings attributable to shareholders of the parent by the diluted weighted average number of ordinary shares in issue during the year.Diluted adjusted headline earnings attributable to shareholders of the parent 141 129 123 453 94 725 69 581 Diluted adjusted weighted average number of ordinary shares in issue (000’s) 674 772 662 322 674 772 662 322 Diluted headline earnings per share (cents) 20.9 18.6 14.0 10.5

34. Dividend per shareFinal dividend declared 52 576 39 420 52 576 39 420 Shares in issue at dividend date (000’s) 657 200 657 000 657 200 657 000 Final dividend per share (cents) 8.0 6.0 8.0 6.0

Interim dividend declared 26 378 – 26 378 –Shares in issue at dividend date (000’s) 659 450 – 659 450 –Interim dividend per share (cents) 4.0 – 4.0 –

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Group Company2013

R’000

2012(Restated)

R’000

2013

R’0002012

R’000

35. Cash flow statement35.1 The following convention applies to figures other than

adjustments:Outflows of cash are represented by figures in brackets. Inflows of cash are represented by figures without brackets.

35.2 Reconciliation of profit for the year before taxation to cash generated from/(used in) operations:Profit before income taxation 179 866 143 515 94 725 73 523 Adjustments 131 123 114 294 (101 260) (79 379)– (Profit)/loss on disposal of property, plant and equipment and

intangible assets (notes 26, 33) (314) 430 – –– Dividend income – subsidiary companies (notes 26, 37) – – (100 458) (77 649)– Depreciation (notes 6, 27) 41 201 36 792 – –– Amortisation (notes 7, 27) 56 985 53 040 50 43 – Impairment of intangible assets (notes 5, 7, 27, 33) 5 158 1 332 – –– Finance income – cash (note 28) (1 884) (1 877) (406) (117)– Finance income – non-cash (note 28) (134) (515) (498) (2 109)– Finance costs – cash (note 29) 3 117 4 712 165 1 054 – Finance costs – non-cash (note 29) 231 553 231 332 – Share-based payments (notes 19, 27) 3 151 2 001 – –– Unrealised foreign exchange loss/(gain) 3 012 639 (312) (922)– Impairment of receivables (note 13) 6 159 7 050 – –– Write-down of inventory to net realisable value (notes 12, 27) 4 785 3 153 – –– Foreign currency translation reserve released due to

liquidation of intermediary subsidiary holding company (note 26) 394 – – –

– Increase in provisions 8 986 7 415 – –– Other (76) (11) (32) (11)– Lease straight-line adjustment 352 (420) – –Cash generated from operations before working capital changes 310 989 257 809 (6 535) (5 856)Changes in working capital (23 142) (65 332) 73 (263)– Increase in inventories (7 810) (12 698) – –– Increase in trade and other receivables (30 844) (54 877) (53) (22)– Increases in finance lease receivable (9 829) – – –– Increase/(decrease) in trade and other payables 24 876 23 571 126 (241)– Decrease in provisions (16 205) (20 371) – –– Foreign currency translation differences on working capital 16 670 324 – –– Increase in restricted cash – (1 281) – –

Cash generated from/(used in) operations 287 847 192 477 (6 462) (6 119)

During the 2013 financial year it was resolved that all inventory installed and designated for installation in vehicles be classified as property, plant and equipment. As a result, cash flows relating to the above have been moved from operating to investing activities. The comparatives were amended accordingly (note 44).

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36. Business combinations2013On 1 May 2012, the Group acquired the business of Intellichain Proprietary Limited (“Intellichain”) (constituting employees and specific assets and liabilities), a supply chain management software business. The services offered by Intellichain are compatible with the Group’s existing fleet management solutions and the acquisition broadens the array of services offered to current and future fleet management customers. The purchase consideration of the acquisition consisted of the outstanding loan advanced to Intellichain in the 2012 financial year, including interest accrued (note 15).

No material acquisition-related expenses were incurred in relation to the acquisition of the business.

The post-acquisition revenue earned during the year of R6.6 million and the post-acquisition loss of R1.6 million have been included in the consolidated results. Had Intellichain been consolidated from 1 April 2012, the consolidated income would show pro-forma revenue of R7.1 million and a net loss of R1.8 million in respect of this business.

The fair values of the assets and liabilities arising from the acquisition are as follows:

NoteFair value

R’000

Property, plant and equipment 6 182 Software 7 5 739 Trade receivables 13 756 Cash and cash equivalents 17 23 Trade and other payables 21 (654)

6 046

Acquisition date fair value of consideration paid 6 046

The Group has finalised the identification and allocation of fair values to all assets and liabilities acquired. The at-acquisition fair value of trade receivables was R0.8 million of which none is expected to be uncollectible as at 31 March 2013. Net cash inflow on acquisition of the businessConsideration paid in cash –Cash and cash equivalent balances acquired 23

23

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37. Related party transactionsDirectors’ and executive committee members’ interests

The list of directors and executive committee and their beneficial interests declared in the Company’s share capital at 31 March 2013 and 2012 held directly, indirectly and by associates were:

2013 2012Direct000’s

Indirect000’s

Associate000’s

Direct000’s

Indirect000’s

Associate000’s

Non-executiveH Brody – – – – – – R Bruyns – 3 931 653 – 3 931 653C Ewing – – – – – – R Frew – 79 847 90 261 – 79 847 90 262R Friedman1 12 318 1 656 2 779 12 318 1 656 3 279A Patel2 – – – 282 – –F Roji 250 – – 250 – – R Shough – – – – – – A Welton – – 200 – – 100 ExecutiveS Joselowitz 28 240 – – 28 240 – – R Botha 7 798 – 125 6 423 – 125 T Buzer 3 602 – – 3 352 – – M Pydigadu 33 – – 33 – – H Scott 13 465 – – 13 465 – – C Tasker – 1 138 – – 638 – G Pretorius – – – – – – B Horan – – 78 – – –

65 706 86 572 94 096 64 363 86 072 94 419 1 Resigned with effect from 31 March 2013.2 Resigned with effect from 30 January 2012.

Other than the allotment of 250 000 shares to R Botha, on 4 April 2013, for options exercised before year-end, there has been no change in the directors’ shareholdings between 31 March 2013 to the date of the release of the annual financial statements on SENS.

Interests in contractsDuring the year under review, the following were disclosed as contractual arrangements that existed between the Group and companies outside of the Group, in which certain of the directors and executive committee members had interests: Name of director Related company Nature of relationship with the Group

R Friedman3 Control Instruments Group Limited and subsidiaries

Provides contract manufacturing services to the Group

R Frew Thynk Property Fund Proprietary Limited Lease agreement: Midrand office premisesR Frew Thynk Capital Proprietary Limited Fees in respect of rental unit financingR Frew5 Radiospoor Management Services Proprietary

LimitedFees in respect of rental unit financing

R Frew Masalini Capital Proprietary Limited Provides directors’ servicesH Brody Imperial Group Limited Shareholder and distribution outlet through

motor dealer channel and provides director services

F Roji4 Imperial Group Limited Shareholder and distribution outlet through motor dealer channel and provides director services

C Ewing DLA Cliffe Dekker Hofmeyr Incorporated Provides director servicesB Horan Creative Space Media Provides media-related services3 As at 30 June 2012, R Friedman resigned as a director of Control Instruments Group Limited and as such the Group and its subsidiaries are no longer

considered a related party to the Group. The major subsidiaries include PI Shurlok Proprietary Limited and Control Instruments Automotive Proprietary Limited. Furthermore, R Friedman resigned as director of the Company on 31 March 2013.

4 As of 1 January 2013, F Roji was appointed an employee of Imperial Group Limited. 5 As of 31 March 2013, the company is no longer considered a related party to the Group.

A list of subsidiaries has been included in note 46.

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37. Related party transactions (continued) Group Company

2013R’000

2012R’000

2013R’000

2012R’000

Transactions with related parties and balances outstanding at year-end are as follows (excluding key management personnel emoluments):Sales of goods and services 42 155 20 693 – – – Control Instruments Automotive Proprietary Limited 236 213 – – – Imperial Group Limited 41 919 20 480 – –

Purchases of goods and services 25 516 98 284 – – – PI Shurlok Proprietary Limited 11 917 91 543 – – – Masalini Capital Proprietary Limited 27 42 – – – Thynk Capital Proprietary Limited 40 59 – – – Thynk Property Fund Proprietary Limited 5 796 6 208 – – – Creative Space Media 61 – – – – Imperial Group Limited 7 675 432 – –

Year-end balance of receivables 3 194 4 184 22 807 15 087

– Control Instruments Automotive Proprietary Limited * 123 – – – Imperial Group Limited 3 194 4 061 – – – MiX Telematics North America Incorporated (notes 8, 14) – – 15 585 15 087 – MiX Telematics Europe Limited (note 8) – – 7 222 –

Year-end balance of payables 124 10 777 – –

– PI Shurlok Proprietary Limited * 10 770 – – – Masalini Capital Proprietary Limited 2 3 – – – Thynk Capital Proprietary Limited 3 4 – – – Thynk Property Fund Proprietary Limited 74 – – – – Imperial Group Limited 45 – – –

Dividends received (notes 26, 35.2) – – 100 458 77 649

– MiX Telematics Africa Proprietary Limited – – 38 500 45 212 – MiX Telematics International Proprietary Limited – – 55 000 25 800 – Sunstore Limited – – 6 958 6 637

Interest received – 74 498 2 109

– PI Shurlok Proprietary Limited – 74 – – – MiX Telematics North America Incorporated – – 498 1 808 – MiX Telematics Europe Limited – – – 301

* No longer a related party at 31 March 2013.

Refer to note 31 for key management personnel emoluments disclosure.

Key management personnel includes executive committee members.

The related parties included above are related to the Group due to certain shares in these entities being held by the executive and non-executive directors of the Company or due to common directorships held.

The parties identified as related to the Company are mainly subsidiaries of the Group directly or indirectly controlled by the Company.

The receivables from related parties arise mainly from sales transactions and are unsecured and bear no interest. No provisions are held against receivables from related parties (2012: Nil).

The payables to related parties arise mainly from purchase transactions and the payables bear no interest.In June 2011, MiX Telematics Europe and Imperial Commercials Limited, a subsidiary of a significant shareholder, entered into an agreement whereby Imperial Commercials Limited purchased the business and assets of MiX Telematics Europe’s vehicle conversion business, One Stop Shop. The business and related assets were sold to Imperial Commercials Limited for R2.3 million. The trading loss from this business, which is not considered to be a discontinued operation in terms of IFRS 5, has been added back in determining adjusted headline earnings in the prior year (note 33).

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38. ContingenciesService agreementIn terms of an amended network services agreement with Mobile Telephone Networks Proprietary Limited (“MTN”), MTN is entitled to claw back payments from MiX Telematics Africa Proprietary Limited in the event of early cancellation of the agreement or certain base connections not being maintained over the term of the agreement. Furthermore, no connection incentives will be received going forward. The maximum potential liability under the arrangement is R65.1 million. No loss is expected under this arrangement.

TaxationDuring the previous financial year, MiX Telematics Africa Proprietary Limited received a query and a subsequent reassessment of its tax liability relating to the claiming of tax allowances in respect of Section 24C of the South African Income Tax Act of 1962. In terms of this assessment, the South African Revenue Service (“SARS”) disallowed the Section 24C allowance going back to 2008 and charged interest thereon of approximately R4 million. MiX Telematics Africa Proprietary Limited had been claiming the Section 24C allowance on the basis of a legal opinion obtained from a prominent South African law firm. The Section 24C allowance had always been fully disclosed in its tax return and had been previously allowed by SARS. At 31 March 2013, after a successful appeal of the revised assessment, SARS issued a letter informing the Company that they will waive the amount of interest charged. As no connection incentives are received going forward, the Section 24C allowance is not claimed any longer. The deferred tax liability in respect of the Section 24C allowance was transferred to current tax payable and was paid over to SARS during the financial year.

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Group Company2013

R’0002012

R’0002013

R’0002012

R’000

39. CommitmentsCapital commitmentsAt 31 March, the Group had approved, but not yet contracted, capital commitments for:Property, plant and equipment 1 451 413 – – Intangible assets 31 341 26 396 – –

32 792 26 809 – – At 31 March, the Group had approved and contracted capital commitments for:Property, plant and equipment 2 240 1 330 – – Intangible assets 9 465 9 165 4 –

11 705 10 495 4 –

Capital commitments will be funded out of a mixture of working capital and available banking facilities.Operating leasesThe Group leases various offices under non-cancellable operating lease agreements. The leases have various terms and escalation clauses and renewal rights.The future minimum lease payments under non-cancellable operating leases are as follows:Land and buildingsWithin one year 12 653 8 316 – – One to five years 23 971 7 940 – –

36 624 16 256 – –

The Group leases various office equipment and vehicles under cancellable operating lease agreements. The lease terms are between one and five years with annual escalations between zero and 10% per annum. The Group is required to give up to three months’ notice for the termination of these agreements. The future minimum lease payments under cancellable operating leases are as follows:Office equipmentWithin one year 882 1 230 – – One to five years 490 1 082 – –

1 372 2 312 – – VehiclesWithin one year 1 802 1 362 – – One to five years 1 215 1 521 – –

3 017 2 883 – –

The lease expenditure charged to the income statement during the year is disclosed in note 27.

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40. Events after the reporting periodDividendsSubsequent to year-end, a cash dividend of 6 cents per share has been awarded to shareholders.

Banking facilitiesSubsequent to year-end the Group obtained an overdraft facility of R10 million from Nedbank Limited. The facility is unsecured and bears interest at prime less 2%.

DirectorsOn 13 May 2013, E Banda was appointed as an independent non-executive director and as a member of the audit and risk committee. F Roji has resigned as non-executive director of the Board of Directors and has been appointed as an alternate director to H Brody with effect from 13 May 2013.

RestructuringSubsequent to year-end, the Europe fleet solutions segment announced a restructuring plan. The total expected cost of the restructuring is approximately R2.7 million. The restructuring will result in operating cost savings for the segment.

Group Company

2013R’000

2012R’000

2013R’000

2012R’000

41. Financial risk sensitivity analysisInterest rate sensitivityA change of 100 basis points in the interest rate at the reporting date would have increased/(decreased) profit or loss before tax by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis is performed on the same basis for the year ended 31 March 2012.Increase of 100 basis points 517 123 124 53 Decrease of 100 basis points (517) (123) (124) (53)

Foreign currency sensitivityThe Group has used a sensitivity analysis technique that measures the estimated change to profit or loss and equity of an instantaneous 5% strengthening or weakening in the functional currency against all other currencies, from the rate applicable at 31 March 2013, for each class of financial instrument with all other variables remaining constant. This analysis is for illustrative purposes only as, in practice, market rates rarely change in isolation.

The Group is exposed mainly to fluctuations in foreign exchange rates in respect of the South African Rand, Australian Dollar, US Dollar, the UK Pound and the Euro. This analysis considers the impact of changes in foreign exchange rates on profit or loss or equity, excluding foreign exchange translation differences resulting from the translation of the group entities that have a functional currency different from the presentation currency, into the Group’s presentation currency (and recognised in the foreign currency translation reserve).

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41. Financial risk sensitivity analysis (continued)A change in the foreign exchange rates to which the Group is exposed at the reporting date would have increased/(decreased) profit before taxation/equity by the amounts shown below.

The analysis has been performed on the basis of the change occurring at the end of the reporting period.

Increase/(decrease) in profit before taxation

Increase/(decrease) in equity

Change in exchange

rate

Result ofweakening in

functionalcurrency

Result ofstrengthening

in functional currency

Result ofweakening in

functionalcurrency

Result ofstrengthening

in functional currency

% R’000 R’000 R’000 R’000

Group2013Denominated currency:Functional currencyEUR:GBP 5 380 (380)USD:GBP 5 (35) 35 USD:ZAR 5 (61) 61 EUR:ZAR 5 147 (147)GBP:ZAR 5 11 (11) (361) 361 ZAR:USD 5 (84) 84 (779) 779 EUR:USD 5 603 (603)USD:AUD 5 (52) 52 AUD:USD 5 (42) 42 EUR:AUD 5 (2) 2 ZAR:GBP 5 (20) 20

2012Denominated currency:Functional currencyEUR:GBP 5 629 (629) – – USD:GBP 5 (40) 40 38 (38)USD:ZAR 5 (595) 595 – – EUR:ZAR 5 (183) 183 – – GBP:ZAR 5 19 (19) – – ZAR:USD 5 (21) 21 (754) 754 EUR:USD 5 39 (39) – – USD:AUD 5 (247) 247 – – AUD:USD 5 (53) 53 – – ZAR:GBP 5 (21) 21 – –

CompanyIn respect of the Company, a 5% weakening/(strengthening) in the GBP:ZAR foreign exchange rate would have resulted in an increase/(decrease) in profit before tax of R0.4 million. There were no foreign denominated financial assets or financial liabilities outstanding at the end of the prior financial year.

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42. Liquidity riskLiquidity risk is the risk that there will be insufficient funds available to settle obligations when they are due.

The Group has limited risk due to the recurring nature of its income. The Group meets its financing requirements through a mixture of cash generated from its operations and short- and long-term borrowings. In addition, the Group has access to undrawn borrowing facilities (note 20).

The following are the contractual maturities of financial liabilities, including estimated interest payments:

Payable within

1 month or on

demandR’000

Between 1month and 1

yearR’000

Between 1 year and

2 yearsR’000

Between 2 years and

5 yearsR’000

More than 5 years

R’000

Group2013Borrowings 595 3 112 – – – Trade payables 28 103 28 922 – – – Accruals and other payables 37 619 47 882 – – – Bank overdraft 32 294 23 711 – – –

Total 98 611 103 627 – – –

2012Borrowings 2 621 21 479 – – – Trade payables 23 908 30 220 – – – Accruals and other payables 23 073 42 477 – – – Bank overdraft 19 339 30 826 – – –

Total 68 941 125 002 – – –

Company2013Borrowings 595 3 112 – – – Accruals and other payables 2 019 – – – –

Total 2 614 3 112 – – – 2012Borrowings 1 110 10 905 – – – Accruals and other payables 1 845 – – – –

Total 2 955 10 905 – – –

There have been no significant changes in the Group’s financial risk management described above relative to the prior year.

The Company, together with other companies in the Group, has provided financial guarantees for loans listed in note 20 which would be payable on demand if called upon. Management considers the Company’s probable exposure relating to these financial guarantees as low.

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43. Fair value estimationEffective 1 April 2009, the Group adopted the amendment to IFRS 7 for financial instruments that are measured in the statement of financial position at fair value. This requires disclosure of fair value measurements by level of the following measurement hierarchy:• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly

(level 2).• Inputs for the asset or liability that are not based on observable market data (level 3).

For the Group, these instruments are available-for-sale financial assets – listed securities, in level 2 and comprise 1 288 920 ordinary shares held in Datatrak Malta Limited (note 10).

As there is no demonstrable active market for trading of these shares and no income is expected to be derived from this investment in the foreseeable future, these shares were fully impaired to the income statement in the 2011 financial year. The position has remained unchanged at the end of the current financial year.

44. RestatementThe Group has certain tracking devices which are installed in customer vehicles (“in-vehicle devices”). In prior years, the Group classified in-vehicle devices installed as inventory held in client vehicles, which was included as a separate financial statement line item under current assets in the statement of financial position. In addition, devices which were designated for installation in client vehicles were accounted for as inventory.

During the current year, the Group changed the classification of in-vehicle devices to property, plant and equipment, since they represent tangible items that are held for use in the supply of services, and are expected to be used for more than one period. Management have adjusted their accounting policy accordingly.

The reclassification has been adopted retrospectively and the comparative amounts have been restated accordingly.

The effect on the consolidated statement of financial position as at 1 April 2011 (beginning of the comparative financial year) is an increase in property, plant and equipment of R36.2 million (comprising both installed and uninstalled in-vehicle devices), the elimination of inventory held in client vehicles of R28.0 million (representing installed in-vehicle devices) and a decrease in inventory of R8.2 million (representing uninstalled in-vehicle devices).

The effect on the consolidated statement of financial position as at 31 March 2012 (comparative year) is an increase in property, plant and equipment of R39.8 million (comprising both installed and uninstalled in-vehicle devices), the elimination of inventory held in client vehicles of R29.7 million (representing installed in-vehicle devices) and a decrease in inventory of R10.1 million (representing uninstalled in-vehicle devices).

The Group’s income statement continues to include a systematic allocation of the cost of installed in-vehicle devices in cost of sales in the form of depreciation (previously rental units consumed), and the change in classification therefore has no impact on the Group’s income statement or statement of comprehensive income or any of the earnings per share measures (note 33) for the year ended 31 March 2012.

The Group classifies cash payments to acquire property, plant and equipment as investing activities, and the change in classification of in-vehicle devices from inventory to property, plant and equipment therefore resulted in a change in classification of cash flows associated with the acquisition of such items. This is because the Group now considers the expenditure associated with the acquisition of in-vehicle devices to have been made for resources intended to generate future income and cash flows. The effects on the consolidated statement of cash flows for the year ended 31 March 2012 is an increase in cash generated from operations of R26.7 million, and an increase in net cash used in investing activities of R26.7 million.

45. Exchange rates2013 2012

The following major rates of exchange were used in the preparation of the consolidated financial statements.SA Rand : United States Dollar – closing 9.24 7.69

– average 8.50 7.43 SA Rand : British Pound – closing 14.04 12.29

– average 13.43 11.84

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46. List of Group companiesMiX Telematics Limited is the parent company of the MiX Telematics Group of companies outlined below.

All of the entities listed have been consolidated apart from Matrixvtrack Nig. Limited which is a joint venture (note 9) and has been equity accounted for due to the remaining shareholder having significant participating rights in controlling the financial and operating policies of the entity.

Name Principal activityPlace of

incorporationLegal %

ownership

Loans from MiX Telematics

Limited2013

%2012

%2013

R’0002012

R’000

DirectMiX Telematics Africa Proprietary Limited

Vehicle tracking and recovery RSA 100 100 – –

MiX Telematics International Proprietary Limited

Fleet management services and research and development

RSA 100 100 – –

Sunstore Limited Liquidated during the 2013 financial year

Cyprus – 100 – –

MiX Telematics Europe Limited Fleet management products and services

UK 100 100 7 222 –

MiX Telematics North America Incorporated

Fleet management products and services

USA 100 100 15 585 15 087

MiX Telematics Australasia Proprietary Limited


Australia 100 100 – –

MiX Telematics Serviços De Telemetria E Rastreamento De Veículos Do Brazil Limitada


Brazil 99.9 – – –

IndirectMiX Telematics Technology Holdings Proprietary Limited

Dormant RSA 100 100 – –

MiX Telematics Europe GmbH Fleet management products and services

Germany 100 100 – –

MiX Telematics Middle East FZE


UAE 100 100 – –

MiX Telematics Enterprise SA Proprietary Limited*


RSA 85.1 85.1 – –

Matrixvtrack Nig. Limited Vehicle tracking and recovery Nigeria 60 60 – –MiX Telematics Fleet Support Services Proprietary Limited*


RSA 49 49 – –

MiX Telematics East Africa Limited


Uganda 99.9 99.9 – –

* The remaining shareholdings in these companies are owned by special purpose vehicles which have been fully consolidated.


Financial Reports

Shareholder Informationas at 31 March 2013

Shareholder spreadNumber of

shareholdings% of total

shareholdingsNumber

of shares% of shares

in issue

1 – 1 000 shares 395 22.61 168 889 0.031 001 – 10 000 shares 707 40.47 3 137 580 0.4710 001 – 100 000 shares 473 27.07 15 558 159 2.36100 001 – 1 000 000 shares 128 7.33 37 763 736 5.721 000 001 shares and over 44 2.52 603 334 136 91.42

Total 1 747 100 659 962 500 100

Distribution of shareholdersPrivate companies 45 2.58 287 337 742 43.54Retail shareholders 1 474 84.37 144 758 570 21.93Trusts 103 5.90 101 920 316 15.44Custodians 8 0.46 52 223 676 7.91Collective investment schemes 12 0.69 40 945 101 6.20Hedge funds 15 0.86 23 327 415 3.53Close corporations 43 2.46 3 675 187 0.56Retirement benefit funds 21 1.19 2 472 750 0.38Investment partnerships 9 0.51 1 650 246 0.26Stockbrokers and nominees 5 0.29 1 269 397 0.19Other corporations 2 0.11 326 492 0.05Unclaimed scrip 5 0.29 43 578 0.01Foundations and charitable funds 5 0.29 12 030 0.00

Total 1 747 100 659 962 500 100

Shareholder typeNon-public shareholders 22 1.26 246 702 752 37.38– directors and executive committee members (direct holding) 7 65 706 304 9.96– directors, executive committee members and associates

(indirect holding) 13 180 669 956 27.37– other corporations and company holdings 2 326 492 0.05Holders holding more than 10% (excluding directors’ holding) 2 0.11 189 803 260 28.76– Imperial Corporate Services Proprietary Limited 1 109 803 260 16.64– Three Diamonds Trading 564 Proprietary Limited 1 80 000 000 12.12Public shareholders 1 723 98.63 223 456 488 33.85

Total 1 747 100 659 962 500 100

Beneficial shareholders with a holding greater than 5% of the shares in issue Total shareholding

% of shares in issue

Imperial Corporate Services Proprietary Limited 109 803 260 16.64GAF Family Trust* 90 261 440 13.68Three Diamonds Trading 564 Proprietary Limited 80 000 000 12.12Masalini Capital Proprietary Limited (director’s indirect holding) 72 410 880 10.97

Total 352 475 580 53.41*Mr Robin Frew has an indirect interest in the GAF Family Trust

Total number of shareholders 1 747Total number of shares in issue 659 962 500

Share price performance

Opening price 1 April 2012 R1.75Closing price 31 March 2013 R3.70Closing high for the period R4.00Closing low for the period R1.65Number of shares in issue 659 962 500Volume traded during period 33 575 224Ratio of volume traded to shares issued (%) 5.09

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Notice of Annual General Meeting

MiX TELEMATICS LIMITED

(Registration number 1995/013858/06)

JSE code: MIX

ISIN: ZAE 000125316

(“the Company” or “ MiX Telematics” or “the Group”)

Notice is hereby given that the annual general meeting of

shareholders (“the annual general meeting” or “the AGM”) of MiX

Telematics will be held at Matrix Corner, Howick Close, Waterfall

Park, Midrand on Thursday, 19 September 2013 at 11:30 for the

following purposes:

1. to consider and adopt the directors’ report, the annual financial

statements and the audit committee report of the Company for

the year ended 31 March 2013 contained in the Integrated

Annual Report to which this notice of annual general meeting

is attached;

2. to transact such other business as may be transacted at an

annual general meeting of a Company including the re-

appointment of the auditors and re-election of retiring directors;

and

3. to consider and, if deemed fit, to pass, with or without

modification, the special and ordinary resolutions set out below,

in the manner required by the Companies Act 71 of 2008, as

amended (“the Act” or “the Companies Act”).

Important dates to note 2013Record date for receipt of notice purposes

Friday, 21 June

Last day to trade in order to be eligible to participate in and vote at the annual general meeting

Friday, 6 September

Record date for voting purposes (“voting record date”)

Friday, 13 September

Last day to lodge forms of proxy by 11:30 on

Tuesday, 17 September

Annual general meeting held at 11:30 on

Thursday, 19 September

Results of AGM released on SENS

Thursday, 26 September

In terms of section 62(3)(e) of the Companies Act:

• A shareholder who is entitled to attend and vote at the annual

general meeting is entitled to appoint a proxy or two or more

proxies to attend and participate in and vote at the annual general

meeting in the place of the shareholder, by completing the form of

proxy in accordance with the instructions set out therein; and

• A proxy need not be a shareholder of the Company.

Kindly note that meeting participants (including proxies) are required

to provide reasonably satisfactory identification before being entitled

to attend or participate in a meeting. In this regard, all shareholders

recorded in the registers of the Company on the voting record date

will be required to provide identification satisfactory to the chairman

of the annual general meeting. Forms of identification include valid

identity documents, driver’s licences and passports.

Special Resolution Number 1: Share repurchases

“Resolved that the Company or any of its subsidiaries be and are

hereby authorised by way of a general authority to acquire ordinary

shares issued by the Company, in terms of sections 46 and 48 of the

Companies Act, and subject to the following provisions of the

Listings Requirements:

(a) any acquisition of shares shall be implemented through the

order book of the JSE and without prior arrangement;

(b) this general authority shall be valid until the Company’s next

annual general meeting, provided that it shall not extend beyond

15 months from the date of passing this special resolution;

(c) the Company (or any subsidiary) is duly authorised by its

Memorandum of Incorporation (“MOI”) to do so;

(d) acquisitions of shares in the aggregate in any one financial year

may not exceed 20% (or 10% where the acquisitions are effected

by a subsidiary) of the Company’s issued ordinary share capital

as at the date of passing this special resolution;



(e) in determining the price at which shares issued by the Company

are acquired by it or any of its subsidiaries in terms of this

general authority, the maximum premium at which such shares

may be acquired will be 10% of the weighted average of the

market value on the JSE over the five business days immediately

preceding the repurchase of such shares;

(f) at any point in time the Company (or any subsidiary) may

appoint only one agent to effect repurchases on its behalf;

(g) repurchases may not take place during a prohibited period (as

defined in paragraph 3.67 of the Listings Requirements) unless

a repurchase programme is in place (where the dates and

quantities of shares to be repurchased during the prohibited

period are fixed) and full details thereof have been announced

on SENS prior to commencement of the prohibited period;

(h) an announcement will be published as soon as the Company or

any of its subsidiaries have acquired shares constituting, on a

cumulative basis, 3% of the number of shares in issue prior to

the granting of the repurchase authority and pursuant to which

the aforesaid threshold is reached, and for each 3% in aggregate

acquired thereafter, containing full details of such repurchases;

and

(i) the Board of Directors of the Company must resolve that the

repurchase is authorised, the Company and its subsidiaries

have passed the solvency and liquidity test, as set out in section

4 of the Companies Act, and since that test was performed,

there have been no material changes to the financial position of

the Group.”

In accordance with the Listings Requirements the directors record that

although there is no immediate intention to effect a repurchase of the

shares of the Company, the directors will utilise this general authority

to repurchase shares as and when suitable opportunities present

themselves, which may require expeditious and immediate action.

The directors undertake that, after considering the maximum number

of shares that may be repurchased and the price at which the

repurchases may take place pursuant to the general authority, for a

period of 12 months after the date of notice of this annual general

meeting:

• the Company and the Group will, in the ordinary course of

business, be able to pay its debts;

• the consolidated assets of the Company and the Group fairly

valued in accordance with International Financial Reporting

Standards, will exceed the consolidated liabilities of the Company

and the Group fairly valued in accordance with International

Financial Reporting Standards; and

• the Company’s and the Group’s share capital, reserves and

working capital will be adequate for ordinary business purposes.

The following additional information, some of which may appear

elsewhere in the Integrated Annual Report of which this notice forms

part, is provided in terms of paragraph 11.26 of the Listings

Requirements for purposes of this general authority:

• Directors and management – pages 42 to 45, and page 136;

• Major beneficial shareholders – page 131;

• Directors’ interests in shares – page 122; and

• Capital structure of the Company – pages 103 to 107.

Litigation statement

In terms of section 11.26 of the Listings Requirements, save as

disclosed in the Integrated Annual Report of which this notice forms

part, the directors, whose names appear on pages 59 and 60 of the

Integrated Annual Report of which this notice forms part, are not

aware of any legal or arbitration proceedings including proceedings

that are pending or threatened, that may have or have had in the

recent past (being at least the previous 12 months) a material effect

on the Company’s financial position.

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Directors’ responsibility statement

The directors whose names appear on pages 59 and 60 of the

Integrated Annual Report of which this notice forms part, collectively

and individually accept full responsibility for the accuracy of the

information pertaining to this special resolution and certify that, to

the best of their knowledge and belief, there are no facts that have

been omitted which would make any statement false or misleading,

and that all reasonable enquiries to ascertain such facts have been

made and that the special resolution contains all information required

by the Companies Act and the Listings Requirements.

Material changes

Other than the facts and developments reported on in the Integrated

Annual Report of which this notice forms part, there have been no

material changes in the affairs or financial position of the Company

and its subsidiaries since the date of signature of the audit report

for the financial year ended 31 March 2013 and up to the date of

this notice.

In order for Special Resolution Number 1 to be adopted, the support

of at least 75% of the total number of votes exercisable by

shareholders, present in person or by proxy, is required to pass

this resolution.

Reason for and effect of Special Resolution

Number 1

The reason for Special Resolution Number 1 is to afford the directors

of the Company (or a subsidiary of the Company) general authority

to effect a repurchase of the Company’s shares on the JSE. The

effect of the resolution will be that the directors will have the authority,

subject to the Listings Requirements and the Companies Act to

effect repurchases of the Company’s shares on the JSE.

Special Resolution Number 2: Financial

assistance to related and inter-related

companies

“Resolved that to the extent required by the Companies Act, the

Board of Directors of the Company may, subject to compliance with

the requirements of the Company’s MOI, the Companies Act and the

Listings Requirements, each as presently constituted and as

amended from time to time, authorise the Company to provide direct

or indirect financial assistance, as contemplated in section 45 of the

Companies Act, by way of loans, guarantees, the provision of

security or otherwise, to any of its present or future subsidiaries

and/or any other Company or incorporation that is or becomes

related or inter-related (as defined in the Companies Act) to the

Company for any purpose or in connection with any matter, such

authority to endure until the next annual general meeting provided

that such authority shall not extend beyond two years, and further

provided that inasmuch as the Company’s provision of financial

assistance to its subsidiaries will at any and all times be in excess of

one-tenth of 1% of the Company’s net worth, the Company hereby

provides notice to its shareholders of that fact.”

In order for Special Resolution Number 2 to be adopted, the support

of at least 75% of the total number of votes exercisable by


this resolution.


Number 2

The Company would like the ability to provide financial assistance,

in appropriate circumstances and if the need arises, in accordance

with section 45 of the Companies Act. This authority is necessary for

the Company to provide financial assistance in appropriate



circumstances. Under the Companies Act, the Company will,

however, require the special resolution referred to above to be

adopted, provided that the Board of Directors of the Company are

satisfied that the terms under which the financial assistance is

proposed to be given are fair and reasonable to the Company and,

immediately after providing the financial assistance, the Company

would satisfy the solvency and liquidity test contemplated in the

Companies Act. In the circumstances and in order to, inter alia,

ensure that the Company’s subsidiaries and other related and inter-

related companies and corporations have access to financing and/or

financial backing from the Company (as opposed to banks), it is

necessary to obtain the approval of shareholders, as set out in

Special Resolution Number 2. Therefore, the reason for, and effect

of, Special Resolution Number 2 is to permit the Company to provide

direct or indirect financial assistance (within the meaning attributed

to that term in section 45 of the Companies Act) to the entities

referred to in Special Resolution Number 2 above.

Special Resolution Number 3: Approval of fees

payable to non-executive directors

To consider and, if deemed fit, to pass with or without modification,

the following special resolution:

“Resolved, as a special resolution, that the fees payable by the

Company to non-executive directors for their services as directors

(in terms of section 66 of the Companies Act) be and are hereby

approved for a period of two years from the passing of this resolution

or until its renewal, whichever is the earliest, as follows:

Fees for the 2013/2014 financial year RDirector’s fee 270 000Chairman (in addition to director’s fee)– Board 605 000– Audit and risk 168 000– Nomination and remuneration 95 000– Social and ethics 90 000Committee fees (in addition to director’s fee)– Audit and risk 140 000– Nomination and remuneration 63 000– Social and ethics 50 000

In order for Special Resolutions Number 3 to be adopted, the

support of at least 75% of the total number of votes exercisable by


this resolution.


Number 3

The reason for Special Resolution Number 3 is to obtain

shareholder approval by way of special resolution in accordance

with section 66(9) of the Companies Act for the payment by

the Company of remuneration to each of the non-executive

directors of the Company for each non-executive director’s services

as a non-executive director in the amounts set out under Special

Resolution Number 3.

Ordinary Resolution Number 1: Control over

unissued ordinary shares

“Resolved that the authorised but unissued shares of the Company

be and are hereby placed under the control of the directors of the

Company until the next annual general meeting, with the authority to

allot and issue any of such shares at such time or times, to such

person or persons in respect of the MiX Telematics executive

incentive plan, subject to the Companies Act and the Listings

Requirements of the JSE Limited (the “Listings Requirements”).”

In order for Ordinary Resolution Number 1 to be adopted, the

support of more than 50% of the total number of votes exercisable

by shareholders, present in person or by proxy, is required to pass

this resolution.

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Ordinary Resolution Number 2: Re-election of

H Brody as a director of the Company

“Resolved that H Brody who retires in terms of the Company’s

MOI and who, being eligible, offers himself for re-election, be re-

elected as a director of the Company.”

A brief curriculum vitae is set out on page 44 of the Integrated Annual

Report of which this notice forms part.




this resolution.

Ordinary Resolution Number 3: Re-election of

A Welton as a director of the Company

“Resolved that A Welton who retires in terms of the Company’s

MOI and who, being eligible, offers himself for re-election, be re-

elected as a director of the Company.”

A brief curriculum vitae is set out on page 45 of the Integrated Annual

Report of which this notice forms part.




this resolution.

Ordinary Resolution Number 4: Confirmation of

appointment of E Banda as a director of the

Company and as a member of the audit and

risk committee

“Resolved that the appointment of E Banda as a director of the

Company be confirmed.”

E Banda is a qualified lawyer, admitted in both the State of New York

and as an Advocate of the Supreme Court of South Africa, and is

also an investment and corporate banker. He has served on, and

continues to serve on, boards of private and public companies, as

well as having been appointed on three occasions by the Cabinet of

the South African government, once to serve as chairman of the

National Energy Regulator. He brings vast and diversified experience

to the Company.




this resolution.

Ordinary Resolution Number 5: Reappointment of

members of the audit and risk committee

“Resolved that the members of the Company’s audit and risk

committee set out below be and are hereby reappointed, each by

way of a separate vote, with effect from the end of this annual

general meeting in terms of section 94(2) of the Companies Act. The

membership as proposed by the nominations and remuneration

committee is:

5.1 R Shough (Chairman);

5.2 R Bruyns, whose dual role as Chairman of the Board of Directors

and member of the audit and risk committee is hereby specifically

approved;

5.3 C Ewing; and

5.4 E Banda.

A brief curriculum vitae of each of the above audit committee

members with the exception of E Banda, is set out on pages 44 and

45 of the Integrated Annual Report of which this notice forms part.

A brief curriculum vitae of E Banda is included under Ordinary

Resolution Number 4.




this resolution.



Ordinary Resolution Number 6: Reappointment

of auditors

“Resolved that PricewaterhouseCoopers Inc. be and are hereby

reappointed as auditors of the Company.”

The audit committee has nominated for appointment as auditors of

the Company under section 90 of the Companies Act,

PricewaterhouseCoopers Inc.




this resolution.

Ordinary Resolution Number 7: Signature of

documentation

“Resolved that any director or the Company Secretary of the Company

be and is hereby authorised to sign all such documentation and do all

such things as may be necessary for or incidental to the implementation

of Special Resolution Numbers 1, 2 and 3, and Ordinary Resolution

Numbers 1, 2, 3, 4, 5, 6 and 7 which are passed by shareholders in

accordance with and subject to the terms thereof.”




this resolution.

Voting and proxies

A shareholder of the Company entitled to attend and vote at the

general meeting is entitled to appoint one or more proxies (who need

not be a shareholder of the Company) to attend, vote and speak in

his/her stead.

On a show of hands, every shareholder of the Company present in

person or represented by proxy shall have one vote only. On a poll,

every shareholder of the Company present in person or represented

by proxy shall have one vote for every share held in the Company by

such shareholder.

A form of proxy is attached for the convenience of any shareholder

who cannot attend the annual general meeting. Forms of proxy may

also be obtained on request from the Company’s registered office.

The completed forms of proxy must be deposited at or posted to the

office of the transfer secretaries of the Company, Computershare

Investor Services Proprietary Limited, 70 Marshall Street,

Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be

received at least 48 hours prior to the meeting. Any member who

completes and lodges a form of proxy will nevertheless be entitled to

attend and vote in person at the general meeting should the member

subsequently decide to do so.

Shareholders who have already dematerialised their shares through

a Central Securities Depository Participant (“CSDP”) or broker

rather than through own-name registration and who wish to attend

the annual general meeting must instruct their CSDP or broker to

issue them with the necessary authority to attend.

Dematerialised shareholders, who have elected own-name

registration in the sub-register through a CSDP and who are unable

to attend but wish to vote at the annual general meeting, should

complete and lodge the attached form of proxy with the transfer

secretaries of the Company.

Dematerialised shareholders who have not elected own-name

registration in the sub-register through a CSDP and who are unable

to attend but wish to vote at the annual general meeting should

Not

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timeously provide their CSDP or broker with their voting instructions

in terms of the custody agreement entered into between the

shareholder and his CSDP or broker.

Electronic participation

Shareholders or their proxies may participate in the meeting by way

of telephone conference call. Shareholders or their proxies who wish

to participate in the annual general meeting via the teleconference

facility will be required to advise the Company thereof by no later

than 10:00 on Monday, 2 September 2013 by submitting, by email to

Tanya de Mendonca at [email protected] or by fax to

be faxed to 086 685 1304, for the attention of Tanya de Mendonca

relevant contact details including email address, cellular number and

landline, as well as full details of the shareholder’s title to the shares

issued by the Company and proof of identity, in the form of copies of

identity documents and share certificates (in the case of certificated

shareholders), and (in the case of dematerialised shareholders)

written confirmation from the shareholder’s CSDP confirming the

shareholder’s title to the dematerialised shares. Upon receipt of the

required information, the shareholder concerned will be provided

with a secure code and instructions to access the electronic

communication during the annual general meeting.

Shareholders who wish to participate in the annual general meeting

by way of telephone conference call must note that they will not be

able to vote during the annual general meeting. Such shareholders,

should they wish to have their vote counted at the annual general

meeting, must, to the extent applicable,

(i) complete the form of proxy; or

(ii) contact their CSDP or broker, in both instances, as set out

above.

By order of the Board

Java Capital Trustees and Sponsors Proprietary Limited

Company Secretary

4 June 2013

Registered address Transfer secretariesMatrix CornerHowick CloseWaterfall ParkMidrand1686

Computershare Investor Services Proprietary Limited70 Marshall StreetJohannesburg2001(PO Box 61051, Marshalltown, 2107)



Company Information

MiX Telematics Limited(Incorporated in the Republic of South Africa)

Registration number 1995/013858/06

JSE code: MIX

ISIN: ZAE000125316 (previously ISIN: ZAE000104683)

Registered office of the CompanyMatrix Corner, Howick Close, Waterfall Park, Midrand, 1685

Postal address of the CompanyPO Box 12326, Vorna Valley, 1686

Transfer secretariesComputershare Investor Services Proprietary Limited


70 Marshall Street, Johannesburg, 2001

PO Box 61051, Marshalltown, 2107

Company SecretaryJava Capital Trustees and Sponsors Proprietary Limited


2nd Floor, 2 Arnold Road, Rosebank, 2196

PO Box 2087, Parklands, 2121

Corporate sponsorJava Capital


2nd Floor, 2 Arnold Road, Rosebank, 2196

PO Box 2087, Parklands, 2121

AuditorsPricewaterhouseCoopers Inc.


2 Eglin Road, Sunninghill, 2157

Private Bag X36, Sunninghill, 2157

BankersInvestec Bank Limited


100 Grayston Drive, Sandton, 2196

PO Box 785700, Sandton, 2146

The Standard Bank of South Africa Limited


3 Simmonds Street, Johannesburg, 2001

PO Box 61344, Marshalltown, 2107


South AfricaMidrandMatrix Corner

Howick Close

Waterfall Park

Bekker Road

Midrand

Tel: +27 (0)11 654 8000

www.mixtelematics.com

www.mixtelematics.co.za

StellenboschBlaauwklip Office Park 2

Corner Strand and Webers

Vallei Roads

Stellenbosch

Tel: +27 (0)21 880 5500


UgandaKampala3rd Floor

Diamond Trust Building

Plot 17/19

Kampala Road

Uganda

Tel: +256 312 314 381


EuropeBirmingham6180 Knights Court

Solihull Parkway

Birmingham Business Park

Birmingham, B37 7YB

Tel: +44 (1)121 717 5360

www.mixtelematics.co.uk

SwindonWiltshire House

Country Park

Shrivenham Road

Swindon, SN1 2NR

Tel: +44 (0)79 350 0100

www.mixtelematics.co.uk

Middle EastDubai6 EA 304 Dubai Airport

Free Zone

United Arab Emirates

Tel: +9714 204 5650

www.mixtelematics.ae

AustraliaPerthSuite 1, Ground Floor

1 Alvan Street

Subiaco

Western Australia 6008

Tel: +61 8 9388 5800

www.mixtelematics.com.au

MelbourneLevel 23, HWT Tower

40 City Road

Southbank

Melbourne

Victoria 3006

Tel: +61 3 9674 7162


Brisbane1/28 Fortescue Street

Spring Hill

Brisbane

Queensland 4000

Tel: +61 7 3234 3500


United States of AmericaBoca Raton750 Park of Commerce Blvd.

Suite 100

Boca Raton, FL 33487

Tel: +1 561 404 2934

www.mixtelematics.net

Dallas401 E.Corp Drive

Office 144, Suite 100

Lewisville, TX 75057

Tel: +1 877 585 1088

www.mixtelematics.net

BrazilSão PauloSalas 1505

Av. Marquês de São Vicente

446, 15°andar – Barra Funda

São Paulo, SP-CEP01139-000

Tel: +55 11 3393 8111

www.mixtelematics.com.br

Company Offices


Form of Proxy

MiX TELEMATICS LIMITED(Registration number 1995/013858/06)JSE code: MIXISIN: ZAE 000125316(“MiX Telematics” or “the Company”)

For use by the holders of the Company’s certificated ordinary shares (“certified shareholders”) and/or dematerialised ordinary shares held through a Central Securities Depository Participant (“CSDP”) or broker who have selected “own-name” registration (“own-name dematerialised shareholders”), registered as such at the close of business on the voting record date, at the annual general meeting of the Company to be held at Matrix Corner, Howick Close, Waterfall Park, Midrand on Thursday, 19 September 2013 at 11:30 (the “annual general meeting”) or at any adjournment thereof, if required. Additional forms of proxy are available from the transfer secretaries of the Company.

Not for use by holders of the Company’s dematerialised ordinary shares who have not selected “own-name” registration. Such shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the annual general meeting and request that they be issued with the necessary authorisation to do so or provide the CSDP or broker timeously with their voting instructions should they not wish to attend the annual general meeting in order for the CSDP or broker to vote in accordance with their instructions at the annual general meeting.

I/We (name in block letters)

of (address)

being the registered holder of ordinary shares in the capital of the Company hereby appoint

1. or failing him

2. or failing him

3. the chairman of the meetingas my/our proxy to act for me/us on my/our behalf at the annual general meeting, or any adjournment thereof, which will be held for the purpose of considering and, if deemed fit, passing with or without modification, the ordinary and special resolutions as detailed in the notice of annual general meeting, and to vote for and/or against such resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name(s), in accordance with the following instructions:

Number of votesIn favour of Against Abstain

To pass special resolutions:1. Share repurchases2. Financial assistance to related and inter-related companies3. Non-executive director fees: 2013/2014

To pass ordinary resolutions:1. Control over unissued ordinary shares2. Re-election of H Brody as a director of the Company3. Re-election of A Welton as a director of the Company4. Confirmation of appointment of E Banda as a director of the Company and as a member of

the audit and risk committee5. Reappointment of members of audit and risk committee

5.1 R Shough5.2 R Bruyns5.3 C Ewing5.4 E Banda

6. Reappointment of auditors7. Signature of documentation

(Indicate instructions to proxy in the spaces provided above.)(One vote per share held by MiX Telematics shareholders recorded in the register on the voting record date.)Unless otherwise instructed, my proxy may vote as he/she thinks fit.

Signed this day of 2013

Signature Assisted by (if applicable)

A shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a shareholder of the Company. Each shareholder is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in place of that shareholder at the annual general meeting.

Forms of proxy must be deposited at Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received no later than 11:30 on Tuesday, 17 September 2013.

Please read the notes on the reverse side hereof.


1. This form of proxy is only to be completed by those ordinary

shareholders who are:

(a) holding ordinary shares in certificated form; or

(b) recorded in the sub-register in electronic form in their “own

name”,

on the date on which shareholders must be recorded as such

in the register maintained by the transfer secretaries,

Computershare Investor Services Proprietary Limited, being

Friday, 13 September 2013, and who wish to appoint another

person to represent them at the annual general meeting.

2. Certificated shareholders wishing to attend the annual general

meeting have to ensure beforehand with the transfer secretaries

of the Company (being Computershare Investor Services

Proprietary Limited) that their shares are registered in their

name.

3. Beneficial shareholders whose shares are not registered in their

“own name”, but in the name of another, for example, a nominee,

may not complete a form of proxy, unless a form of proxy is

issued to them by a registered shareholder and they should

contact the registered shareholder for assistance in issuing

instruction on voting their shares, or obtaining a proxy to attend,

speak and, on a poll, vote at the annual general meeting.

4. A shareholder may insert the name of a proxy or the names of

two alternative proxies of the shareholder’s choice in the space,

with or without deleting “the chairman of the annual general

meeting”. The person whose name stands first on the form of

proxy and who is present at the annual general meeting will

be entitled to act as proxy to the exclusion of those whose

names follow.

5. A shareholder’s instructions to the proxy must be indicated by

means of a tick or a cross in the appropriate box provided.

However, if you wish to cast your votes in respect of a lesser

number of shares than you own in the Company, insert the

number of shares in respect of which you desire to vote. If: (i) a

shareholder fails to comply with the above; or (ii) gives contrary

instructions in relation to any matter, or any additional

resolution(s) which are properly put before the annual general

meeting; or (iii) the resolution listed in the proxy form is modified

or amended, the member will be deemed to authorise the

chairman of the annual general meeting, if the chairman is

the authorised proxy, to vote in favour of the resolutions at the

annual general meeting, or any other proxy to vote or to abstain

from voting at the annual general meeting as he/she deems fit,

in respect of all the member’s votes exercisable thereat. If

however, the member has provided further written instructions

which accompany this form of proxy and which indicate how the

proxy should vote or abstain from voting in any of the

circumstances referred to in (i) to (iii) above, then the proxy shall

comply with those instructions.

6. The forms of proxy should be lodged at Computershare

Investor Services Proprietary Limited, 70 Marshall Street,

Johannesburg, 2001 or posted to PO Box 61051, Marshalltown,

2107 so as to be received by not later than 11:30 on Tuesday,

17 September 2013.

7. The completion and lodgement of this form of proxy will not

preclude the relevant shareholder from attending the annual

general meeting and speaking and voting in person thereat to

the exclusion of any proxy appointed in terms hereof, should

such shareholder wish to do so. In addition to the aforegoing, a

shareholder may revoke the proxy appointment by (i) cancelling

it in writing, or making a later inconsistent appointment of a

proxy; and (ii) delivering a copy of the revocation instrument to

the proxy, and to the Company. The revocation of a proxy

appointment constitutes a complete and final cancellation of

the proxy’s authority to act on behalf of the shareholder as

at the later of the date stated in the revocation instrument, if any;

or the date on which the revocation instrument was delivered

in the required manner.

8. The chairman of the annual general meeting may reject or

accept any form of proxy which is completed and/or received,

other than in compliance with these notes provided that, in

respect of acceptances, he is satisfied as to the manner in which

the shareholder(s) concerned wish(es) to vote.

9. Any alteration to this form of proxy, other than a deletion of

alternatives, must be initialled by the signatory/ies.

10. Documentary evidence establishing the authority of a person

signing this form of proxy in a representative capacity must be

attached to this form of proxy unless previously recorded by the

Company or Computershare Investor Services Proprietary

Limited or waived by the chairman of the annual general

meeting.

11. A minor must be assisted by his/her parent or guardian unless

the relevant documents establishing his/her legal capacity are

produced or have been registered by Computershare Investor

Services Proprietary Limited.

12. Where there are joint holders of shares:

(a) any one holder may sign the form of proxy; and

(b) the vote of the senior (for that purpose seniority will be

determined by the order in which the names of shareholders

appear in the register of members) who tenders a vote

(whether in person or by proxy) will be accepted to the

exclusion of the vote(s) of the other joint holder(s) of shares.

Form of Proxy

Notes to the Form of Proxy


Form of Proxy

13. If duly authorised, companies and other corporate bodies who

are shareholders of the Company having shares registered in

their own name may, instead of completing this form of proxy,

appoint a representative to represent them and exercise all of

their rights at the annual general meeting by giving written notice

of the appointment of that representative. This notice will not be

effective at the annual general meeting unless it is accompanied

by a duly certified copy of the resolution or other authority in

terms of which that representative is appointed and is received

at Computershare Investor Services Proprietary Limited,

70 Marshall Street, Johannesburg, 2001 or posted to PO Box

61051, Marshalltown, 2107 so as to be received by no later than

11:30 on Tuesday, 17 September 2013.

14. This form of proxy may be used at any adjournment or

postponement of the annual general meeting, including any

postponement due to a lack of quorum, unless withdrawn by

the shareholder.

15. The aforegoing notes contain a summary of the relevant

provisions of section 58 of the Companies Act, 2008 (the

“Companies Act”), as required in terms of that section. In

addition, an extract from the Companies Act reflecting the

provisions of section 58 of the Companies Act, is attached to this

form of proxy.

Extract from the Companies Act“58. Shareholder right to be represented by proxy

(1) At any time, a shareholder of a Company may appoint any

individual, including an individual who is not a shareholder of

that Company, as a proxy to

(a) participate in, and speak and vote at, a shareholders’

meeting on behalf of the shareholder; or

(b) give or withhold written consent on behalf of the shareholder

to a decision contemplated in section 60.

(2) A proxy appointment

(a) must be in writing, dated and signed by the shareholder; and

(b) remains valid for

(i) one year after the date on which it was signed; or

(ii) any longer or shorter period expressly set out in the

appointment,

unless it is revoked in a manner contemplated in subsection (4)(c),

or expires earlier as contemplated in subsection (8)(d).

(3) Except to the extent that the Memorandum of Incorporation of a

Company provides otherwise

(a) a shareholder of that Company may appoint two or more

persons concurrently as proxies, and may appoint more

than one proxy to exercise voting rights attached to different

securities held by the shareholder;

(b) a proxy may delegate the proxy’s authority to act on behalf

of the shareholder to another person, subject to any

restriction set out in the instrument appointing the proxy; and

(c) a copy of the instrument appointing a proxy must be

delivered to the Company, or to any other person on behalf

of the Company, before the proxy exercises any rights of the

shareholder at a shareholders’ meeting.

(4) Irrespective of the form of instrument used to appoint a proxy

(a) the appointment is suspended at any time and to the extent

that the shareholder chooses to act directly and in person in

the exercise of any rights as a shareholder;

(b) the appointment is revocable unless the proxy appointment

expressly states otherwise; and

(c) if the appointment is revocable, a shareholder may revoke

the proxy appointment by

(i) cancelling it in writing, or making a later inconsistent

appointment of a proxy; and

(ii) delivering a copy of the revocation instrument to the

proxy, and to the Company.

(5) The revocation of a proxy appointment constitutes a complete

and final cancellation of the proxy’s authority to act on behalf of

the shareholder as of the later of

(a) the date stated in the revocation instrument, if any; or

(b) the date on which the revocation instrument was delivered

as required in subsection (4)(c)(ii).

(6) If the instrument appointing a proxy or proxies has been

delivered to a Company, as long as that appointment remains in

effect, any notice that is required by this Act or the Company’s

Memorandum of Incorporation to be delivered by the Company

to the shareholder must be delivered by the Company to

(a) the shareholder; or

(b) the proxy or proxies, if the shareholder has

(i) directed the Company to do so, in writing; and

(ii) paid any reasonable fee charged by the Company for

doing so.


(7) A proxy is entitled to exercise, or abstain from exercising, any

voting right of the shareholder without direction, except to the

extent that the Memorandum of Incorporation, or the instrument

appointing the proxy, provides otherwise.

(8) If a Company issues an invitation to shareholders to appoint one

or more persons named by the Company as a proxy, or supplies

a form of instrument for appointing a proxy

(a) the invitation must be sent to every shareholder who is

entitled to notice of the meeting at which the proxy is

intended to be exercised;

(b) the invitation, or form of instrument supplied by the Company

for the purpose of appointing a proxy, must

(i) bear a reasonably prominent summary of the rights

established by this section;

(ii) contain adequate blank space, immediately preceding

the name or names of any person or persons named in

it, to enable a shareholder to write in the name and, if so

desired, an alternative name of a proxy chosen by the

shareholder; and

(iii) provide adequate space for the shareholder to indicate

whether the appointed proxy is to vote in favour of or

against any resolution or resolutions to be put at the

meeting, or is to abstain from voting;

(c) the Company must not require that the proxy appointment

be made irrevocable; and

(d) the proxy appointment remains valid only until the end of the

meeting at which it was intended to be used, subject to

subsection (5).

(9) Subsections (8)(b) and (d) do not apply if the Company

merely supplies a generally available standard form of proxy

appointment on request by a shareholder.”

Form of Proxy

Notes to the Form of Proxy continued

BASTION GRAPHICS


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Documents

Integrated Annual Report 2013 - MiX Telematicsinvestor.mixtelematics.com/.../MiX_Telematics_Annual_Report_2013.pdfՔ Matrix Vehicle Tracking (which later became MiX Telematics) is