THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR ......2013/07/15 · Bankers to MiX Telematics USA counsel to MiX Telematics The Standard Bank of South Africa Limited (Registration number

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The interpretations and definitions commencing on page 8 of this circular have, where appropriate, been used on

this cover page.

If you are in any doubt as to what action to take, please consult your broker, CSDP, banker, accountant, legal

advisor or other professional advisor.

Action required

If you have disposed of all your MiX Telematics shares, this circular should be handed to the purchaser of such

shares or to the broker, CSDP, banker or other agent through whom the disposal was effected.

Beneficial shareholders who have dematerialized their shares through a CSDP or broker who wish to attend the

general meeting must request their CSDP or broker to provide them with the necessary letter of representation to

attend the general meeting or must instruct their CSDP or broker to vote on their behalf in terms of their

respective agreements with their CSDP or broker.

MiX Telematics shareholders are referred to page 5 of this circular, which sets out the detailed action required

of them in respect of this circular.

MiX Telematics does not accept responsibility and will not be held liable for any failure on the part of the

CSDP or broker of any holder of dematerialized shares to notify such shareholder of the contents of this

circular.

MiX Telematics Limited

(Incorporated in the Republic of South Africa)

(Registration number 1995/013858/06)

JSE share code: MIX ISIN: ZAE000125316

(“MiX Telematics” or “the Company”)

CIRCULAR TO MIX TELEMATICS SHAREHOLDERS

relating to:

an authority for a specific issue of shares for cash of up to a maximum of 110 million ordinary

shares in MiX Telematics to Bank of New York Mellon pursuant to an offering of American

Depositary Shares, each of which will represent 25 shares in the Company;

an amendment to the Memorandum of Incorporation to allow, inter alia, for the creation of a new

class of preference shares; the conduct of shareholder meetings by way of polling only; and

additional director indemnification provisions;

and enclosing:

a notice of general meeting of MiX Telematics shareholders; and

a form of proxy to vote at the general meeting of MiX Telematics shareholders for use by

certificated shareholders and dematerialized MiX Telematics shareholders who have elected “own-

name” registration only.

2

South African corporate advisor and sponsor South African legal advisor

Independent reporting accountants and auditors USA counsel

Date of issue: Wednesday, 3 July 2013 This circular is only available in English. Copies of this circular may be obtained at MiX Telematics’ registered office, Matrix Corner, Howick Close, Waterfall Park, Midrand, 1686 during normal business hours 08:00 until 16:00 from Wednesday, 3 July 2013 to Thursday, 1 August 2013.

Forward-looking statements

This circular includes forward-looking statements. Forward-looking statements are statements including, but

not limited to, any statements regarding the future financial position of the Company and its future prospects.

These forward-looking statements have been based on current expectations and projections about future results

which, although the directors believe them to be reasonable, are not a guarantee of future performance.

3

CORPORATE INFORMATION

Registered office of MiX Telematics South African corporate advisor to MiX

Telematics



Matrix Corner

Howick Close

Waterfall Park

Midrand

1686

(PO Box 12326, Vorna Valley, 1686)

Java Capital Proprietary Limited


2 Arnold Road

Rosebank

Johannesburg

2196

(PO Box 2087, Parklands, 2121)

JSE sponsor and company secretary to MiX

Telematics

South African legal advisor to MiX Telematics

Java Capital Trustees and Sponsors Proprietary

Limited


2 Arnold Road

Rosebank

Johannesburg

2196

(PO Box 2087, Parklands, 2121)

Werksmans Inc.


155 Fifth Street

Sandton

2031

(Private Bag 10015, Sandton, 2146)

Independent reporting accountants and auditors to

MiX Telematics

Transfer secretaries to MiX Telematics

PricewaterhouseCoopers Inc.


2 Eglin Road

Sunninghill

2157

(Private Bag X36, Sunninghill, 2157)

Computershare Investor Services Proprietary Limited


70 Marshall Street

Johannesburg

2001

(PO Box 61051, Marshalltown, 2107)

Bankers to MiX Telematics USA counsel to MiX Telematics

The Standard Bank of South Africa Limited


3 Simmonds Street

Johannesburg

2001

(PO Box 61344, Marshalltown, 2107)

Akerman Senterfitt LLP

666 Fifth Avenue, 20th

Floor

New York, New York 10103

Date and place of incorporation of MiX Telematics

Incorporated in the Republic of South Africa on

21 December 1995

4

TABLE OF CONTENTS

Page

Corporate information Inside front cover

Action required by MiX Telematics shareholders 5

Salient dates and times 7

Interpretations and definitions 8

Circular to MiX Telematics shareholders

1. Introduction 11

2. Description of the MiX Telematics business and prospects 12

3. The ADS offering and the specific issue of shares for cash 16

4. Amendment to the Memorandum of Incorporation 19

5. Capital 20

6. Financial information 23

7. General meeting and shareholder approval 24

8. Directors and selling shareholders 25

9. Litigation statement 31

10. Expenses 32

11. Opinion of the board 32

12. Directors’ responsibility statement 32

13. Consents 32

14. Documents available for inspection 32

Annexure 1 Information on the directors and group executives 34

Annexure 2 MiX Telematics share price history 39

Annexure 3 Corporate governance 41

Annexure 4 Pro forma financial information 47

Annexure 5 Independent reporting accountants’ assurance report on the pro forma

financial information of MiX Telematics Limited 51

Attached Notice of general meeting

Attached Form of proxy

5

ACTION REQUIRED BY MIX TELEMATICS SHAREHOLDERS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations set out on page 8 of this circular apply, mutatis mutandis, to the paragraphs

below.

If you are in any doubt as to what action you should take in relation to this circular, please consult your CSDP,

broker, banker, accountant, attorney or other professional advisor immediately.

Action required:

In respect of the general meeting:

1. If you have disposed of all your shares, this circular should be handed to the purchaser of such shares or

to the CSDP, broker or the other agent through whom such disposal was effected.

2. The general meeting will be convened at 11h00 on Thursday, 1 August 2013 at the registered office of

MiX Telematics (Matrix Corner, Howick Close, Waterfall Park, Midrand, 1686) in order for shareholders

to vote on the resolutions contained in the notice of general meeting which forms part of this circular.

3. If you are a certificated shareholder or hold shares in dematerialized form as an “own-name” shareholder

and are unable to attend the general meeting but wish to be represented thereat, you are required to

complete and return the form of proxy in respect of the general meeting attached hereto, in accordance

with the instructions therein, and lodge it with, or post it to, the transfer secretaries, Computershare

Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,

Marshalltown, 2107), so as to be received by the transfer secretaries no later than 11h00 on Tuesday, 30

July 2013.

4. If you are a dematerialized shareholder other than with “own-name” registration, then your CSDP or

broker, as the case may be, should contact you to ascertain how you wish to cast your vote at the general

meeting, and thereafter cast your vote in accordance with your instructions. This should be done in terms

of the agreement entered into between you, as a dematerialized shareholder and the CSDP or broker. If

you, as a dematerialized shareholder have not been contacted by your CSDP or broker, it would be

advisable for you to contact your CSDP or broker, as the case may be, and furnish them with your

instructions.

5. If you are a dematerialized shareholder and wish to attend the general meeting, you should timeously

inform your CSDP or broker, as the case may be, of your intention to attend and vote at the general

meeting or to be represented by proxy thereat in order for your CSDP or broker to issue you with the

necessary letter of representation to do so or you should provide your CSDP or broker timeously with

your voting instruction should you not wish to attend the general meeting in person in order for your

nominee to vote in accordance with your instruction at the general meeting.

6. Electronic participation

Shareholders or their proxies may participate in the general meeting by way of telephone conference call.

Shareholders or their proxies who wish to participate in the general meeting via the teleconference

facility will be required to advise the Company thereof by no later than 11h00 on Tuesday, 30 July 2013

by submitting, by email to the Company Secretary, Java Capital Trustees and Sponsors Proprietary

Limited at [email protected], 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 dematerialized shareholders) written confirmation from the

shareholder’s CSDP confirming the shareholder’s title to the dematerialized shares. Alternatively, the

6

Company Secretary, Java Capital Trustees and Sponsors Proprietary Limited, can be contacted at +27

11 283 0098 for any alternate arrangements. 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 general meeting.

Shareholders who wish to participate in the general meeting by phoning in must note that they will not be

able to vote during the general meeting. Such shareholders, should they wish to have their vote counted

at the general meeting, must, to the extent applicable:

(i) complete the form of proxy; or

(ii) contact their CSDP or stockbroker,

in both instances, as set out above.

The costs of setting up the electronic participation provided by the Company will be borne by the

Company but the participant shall bear the cost of accessing the electronic communication.

MiX Telematics does not accept responsibility and will not be held liable for any failure on the part of the

CSDP or broker of a dematerialized shareholder to notify such shareholder of the general meeting or any

business to be conducted thereat.

7

SALIENT DATES AND TIMES

2013

Record date in order to receive circular Friday, 28 June

Circular posted on Wednesday, 3 July

Announcement relating to the issue of the circular (together with the

notice of general meeting) released on SENS

Wednesday, 3 July

Announcement relating to the issue of the circular (together with the

notice of general meeting) released in the press

Thursday, 4 July

Last day to trade in order to be eligible to vote at the general meeting Friday, 19 July

Record date to determine which shareholders are entitled to attend and

vote at the general meeting

Friday, 26 July

Last day to lodge forms of proxy for the general meeting (by 11h00) Tuesday, 30 July

General meeting of MiX Telematics shareholders at 11h00 on Thursday, 1 August

Results of the general meeting released on SENS on Thursday, 1 August

Results of the general meeting published in the press on Friday, 2 August

Notes:

1. All dates and times in this circular are local times in South Africa. The above dates and times are subject

to change. Any changes will be released on SENS.

2. The dates of the –

2.1. issue of specific issue shares;

2.2. receipt of proceeds of the specific issue; and

2.3. listing of specific issue shares in the Business Support Services Sector of the Main Board of the

JSE,

will be announced in the press in due course.

3. A registration statement in connection with the specific issue and the ADS offering has been submitted in

the USA with the SEC.

8

INTERPRETATIONS AND DEFINITIONS

In this circular and the annexures hereto, unless inconsistent with the context, an expression which denotes one

gender includes the other genders, a natural person includes a juristic person and vice versa, the singular

includes the plural and vice versa and the expressions set out in the first column bear the meaning assigned to

them in the second column.

“ADRs” American Depositary Receipts;

“ADSs” American Depositary Shares;

“ADS bookbuild” the capital raising process in terms of which the Company

endeavours to determine the price at which an ADS will be placed

with potential investors;

“ADS offering” the offering of ADSs in the USA and elsewhere outside South

Africa, each ADS representing 25 ordinary shares in the

Company, the terms of which are set out in paragraphs 1 and 3 of

this circular;

“ADS offering price” the price at which ADSs are offered to investors under the terms

and conditions of the ADS offering;

“board” or “directors” the board of directors of MiX Telematics at the date of this

circular and set out on page 11 hereto;

“BNYM” or “depositary” Bank of New York Mellon;

“certificated shares”

MiX Telematics shares that have not yet been dematerialized, title

to which is represented by documents of title;

“certificated shareholders”

MiX Telematics shareholders who hold certificated shares;

“CIPC” the Companies and Intellectual Property Commission;

“circular” or “document” this circular to MiX Telematics shareholders dated 3 July 2013,

incorporating the notice of general meeting and the form of proxy;

“Companies Act” or “the Act” the Companies Act, 2008 (Act 71 of 2008), as amended;

“CSDP” Central Securities Depository Participant;

“dematerialized shareholders” MiX Telematics shareholders who hold dematerialized shares;

“dematerialized shares” MiX Telematics shares which have been incorporated into the

Strate system, title to which is not represented by share certificates

or other physical documents of title;

“deposit agreement” the agreement to be entered into between BNYM and the

Company, which agreement regulates the relationship between

BNYM, as the depositary, and the holders of the ADSs which will

be summarised in the registration statement;

"Financial Markets Act" the Financial Markets Act, No 19 of 2012, as amended;

9

“general meeting” the general meeting of MiX Telematics shareholders to be held at

MiX Telematics’ registered office at 11h00 on Thursday,

1 August 2013;

“group” or “MiX group” MiX Telematics and its subsidiaries;

“issue price” the issue price of the specific issue shares to be issued in terms of

the specific issue and as determined by the board;

“JSE” JSE Limited (Registration number 2005/022939/06), a company

incorporated in South Africa and licensed as an exchange under

the Financial Markets Act;

“JSE Listings Requirements” or

“Listings Requirements”

the JSE Listings Requirements, as amended from time to time;

“last practicable date” the last trading date before the practical finalisation of this

circular, being Friday, 21 June 2013;

“MiX Telematics register” MiX Telematics’ share register, including all sub-registers;

“MOI” or “Memorandum of

Incorporation”

the Memorandum of Incorporation of the Company;

“MOI amendment” the proposed amendment to the MOI as detailed in paragraph 4 of

this circular;

“NYSE” the New York Stock Exchange;

“overallotment option” the option granted by certain of the selling shareholders to the

underwriters exercisable within 30 days after the date of the

prospectus, which forms a part of the registration statement, in

terms of which the underwriters may purchase in whole or in part

up to an additional in aggregate 23 610 350 ordinary shares in the

Company (for the purpose of satisfying any excess demand for

ADSs over and above the initial ADS offering of 6 296 098 ADSs

(comprising 157 402 450 ordinary shares in the Company)) in

respect of additional ADSs, at the ADS offering price;

“registration statement” the registration statement in respect of the ADS offering filed with

the SEC;

“resolutions” the special and ordinary resolutions to be proposed at the general

meeting;

“SEC” the USA Securities and Exchange Commission;

“selling director shareholders” those directors (and their associates, if applicable) including any

directors who have resigned in the last 18 months prior to the issue

of this circular (and their associates) set out in paragraph 8.7

below, who/which have undertaken to sell in aggregate 41 178 959

ordinary shares in the Company for the purpose of the ADS

offering and an additional in aggregate 18 791 155 ordinary shares

in the Company for the purpose of the overallotment option;

10

“selling shareholders” those shareholders in the Company set out in paragraph 8.8 below,

who/which have undertaken to sell in aggregate 47 402 450

ordinary shares in the Company for the purpose of the ADS

offering and in aggregate 23 610 350 ordinary shares in the

company for the purpose of the overallotment option (which

shareholders include the selling director shareholders);

“SENS” the Stock Exchange News Service, the news service operated by

the JSE;

“shareholders” or “MiX Telematics

shareholders”

the registered holders of MiX Telematics shares;

“shares” or “ordinary shares” or “MiX

Telematics shares”

ordinary shares of no par value in the share capital of MiX

Telematics;

“South Africa” the Republic of South Africa;

“specific issue of shares for cash” or

“specific issue”

the issue for cash to BNYM of such number of new MiX

Telematics shares as is determined by the board but which shall

not in any event exceed a maximum number of 110 million

shares;

“specific issue shares” the new MiX Telematics shares to be issued in terms of the

specific issue which shall not exceed 110 million shares;

“Strate” Strate Limited (Registration number 1998/022242/06), a company

incorporated in South Africa, which is a registered central

securities depository and which is responsible for the electronic

settlement system used by the JSE;

“transfer secretaries” Computershare Investor Services Proprietary Limited, a company

incorporated in South Africa, the details of which are set out on

the inside front cover of this circular;

“underwriters” collectively Raymond James & Associates, Inc., William Blair &

Company LLC, Canaccord Genuity Inc. and Oppenheimer & Co.

Inc;

“USA” the United States of America; and

“USA Securities Act” the USA Securities Act of 1933.

11






Directors

S Joselowitz (CEO)#

R Botha#

T Buzer#

M Pydigadu (FD)#

H Scott#

C Tasker#

R Bruyns∞+

E Banda∞

H Brody*

C Ewing∞

R Frew

R Shough∞

A Welton∞

+ Chairman

# Executive director

∞ Independent

* F Roji alternate director to H Brody

CIRCULAR TO MIX TELEMATICS SHAREHOLDERS

1. INTRODUCTION

The Company is seeking to raise equity on the international capital markets by way of an offering of

American Depositary Shares or “ADSs”, each of which represents 25 ordinary shares in the Company.

The ADSs will be evidenced by American Depositary Receipts or “ADRs”.

The Company’s ordinary shares are listed on the JSE under the symbol “MIX”. The Company has

applied to list the ADSs on the New York Stock Exchange under the symbol “MIXT”.

Accordingly, to enable the Company to undertake and implement the ADS offering, and subject to the

outcome of the ADS bookbuild, MiX Telematics intends to issue such number of ordinary shares, as is

determined by the board, but which shall in any event not exceed a maximum number of 110 million, to

BNYM, as the depositary under the terms and conditions of the ADS offering.

12

Of the ADSs to be sold under the ADS offering -

the Company is issuing up to 110 000 000 ordinary shares in the Company (in respect of which up

to 4 400 000 ADSs will be issued); and

the selling shareholders (including the selling director shareholders) are selling up to 47 402 450

ordinary shares in the Company (in respect of which up to 1 896 098 ADSs will be issued). The

Company will not receive any of the proceeds from the shares being sold by the selling

shareholders.

Certain of the selling shareholders (including the selling director shareholders) have granted the

underwriters an overallotment option, exercisable within 30 days after the date of the prospectus, which

forms a part of the registration statement, to purchase in whole or in part to an additional in aggregate

23 610 350 ordinary shares in the Company (for the purpose of satisfying any excess demand for ADSs

over and above the initial ADS offering of 6 296 098 ADSs (comprising 157 402 450 ordinary shares in

the Company)) in respect of additional ADSs, at the ADS offering price.

If purchased, these additional ordinary shares (as ADSs) will be sold by the underwriters on the same

terms as those on which the ADSs offered by the registration statement are sold.

The purpose of this circular is to:

1.1. provide MiX Telematics shareholders with information regarding the ADS offering and the

specific issue required to enable and implement the ADS offering, and request a specific

authority for the specific issue;

1.2. propose the MOI amendments to shareholders as set out in paragraph 4; and

1.3. convene a general meeting of MiX Telematics shareholders in order to consider and, if deemed

appropriate, pass the resolutions set out in the notice of general meeting attached to this circular.

2. DESCRIPTION OF THE MIX TELEMATICS BUSINESS AND PROSPECTS

2.1. Nature of business

MiX Telematics is a holding company listed under the “MIX” short code in the Business

Support Services sector on the JSE.

The MiX group is a leading global provider of fleet and mobile asset management solutions

delivered as software-as-a-service, or SaaS. The group’s solutions deliver a measurable return

by enabling its customers to manage, optimize and protect their investments in commercial

fleets or personal vehicles. The group generates 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. The group’s solutions rely on its

proprietary, highly scalable technology platform, which allows the group to collect, analyze and

deliver data from its customers’ vehicles. Using an intuitive, web-based interface, the group’s

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. For the financial year ended 31 March 2013, the group

collected data on an average of approximately 57 million trips per month representing as many

as 3 billion vehicle locations per month. The group has a global presence, with customers

located in 112 countries across six continents for whom the group collectively tracked and

managed over 359 000 vehicles under subscription at 31 March 2013.

13

The group currently serves a highly diverse customer base, including more than 4 000 fleet

operators, which represented approximately 64% of the group’s subscription revenue for the

financial year ended 31 March 2013. The group has consistently grown its customer base, and

from 31 March 2010 to 31 March 2013, the group increased the number of vehicles under

subscription at a compound annual growth rate of 20.3%. The group targets sales of its

enterprise fleet management solutions to customers who desire a premium solution, generally

for large fleets, which the group defines as fleets of 100 or more vehicles. Large fleets

accounted for approximately 74% of the group’s fleet vehicles under subscription at 31 March

2013. The group believes it has a satisfied customer base and, among its 224 large fleet operator

customers, the group experienced an annual customer retention rate in excess of 95% for the

financial year ended 31 March 2013. The group has multinational enterprise fleet customer

deployments with companies such as Baker Hughes, Bechtel Corporation, Chevron, Nestlé,

PepsiCo, Rio Tinto and Schlumberger. The group also offers a range of subscription-based fleet

and vehicle management solutions to meet the needs and price points of small fleet operators

and consumers. The group’s safety and security features, including driver performance and

vehicle monitoring, are important attributes of the group’s solutions for these customers.

For the financial year ended 31 March 2013, the group’s subscription revenue was

R686.7 million, total revenue was R1 171.5 million and profit for the year was R128.5 million,

representing 18.9%, 15.0% and 24.4% growth over the prior year, respectively.

2.2. Prospects

Industry Background and Market Opportunity

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 have resulted in automotive insurance

mandates and regulatory requirements 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 capabilities 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.

MiX Telematics believes that the addressable market for its fleet management solutions is large,

growing and underpenetrated. According to a report by ABI Research, there were more than

333 million commercial vehicles in operation globally at the end of 2012 and commercial

telematics market penetration was approximately 4%. The report forecasts that the number of

commercial vehicles utilizing commercial telematics will nearly triple by the end of 2017.

In addition to the growing market opportunity in commercial fleet vehicles, the group believes

there is a large and underpenetrated market to provide a tailored set of safety and security

solutions to non-commercial passenger vehicles. The group estimates that there are

approximately 33 million non-commercial passenger vehicles in operation in South Africa and

Brazil, the group’s current geographic focus for passenger vehicle mobile asset management

solutions.

14

Group Solutions

The group’s subscription-based solutions enable its customers to manage, optimize, and protect

their investments in their commercial fleets and personal vehicles efficiently.

Key attributes of MiX Telematics’ solutions include:

• Highly scalable solutions. The group has built its software solutions to scale and support

geographically distributed fleets of any size. The group currently provides 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. The group believes

it offers one of the broadest range of features for fleet and mobile asset management

available. For example, for fleet efficiency, the group offers vehicle tracking and analysis,

route optimization and enhanced dispatching; for regulatory compliance, the group offers

compliance monitoring, hours of service tracking and fuel tax reporting; for driver

improvement, the group offers in-vehicle video monitoring and real-time driver feedback;

for risk management, the group offers driver scoring and analysis; and for safety and

security, the group offers vehicle tracking, crash notifications and vehicle theft recovery.

• Insightful business intelligence and reporting. The group’s fleet management software is

designed to provide its customers with insightful, actionable business intelligence on

demand.

• Easily accessible, intuitive applications. The group’s web-based solutions are accessible

from fixed and mobile computing devices, including Android and iOS mobile devices, and

the group’s fleet management solutions can be readily integrated with third-party software

systems.

• Software-as-a-service powered by a proven, reliable infrastructure. The group’s use of a

multi-tenant SaaS architecture allows it to deliver fleet management applications that are

highly functional, flexible and fast while reducing the cost and complexity associated with

customer adoption. The group supports its SaaS delivered solutions with a proven

infrastructure of redundant servers and other hardware located in five secure data centres.

Over the last three years, the group has consistently maintained overall system uptime of

over 99.8%.

Key Competitive Strengths

The markets in which the group operates are highly competitive and fragmented. The group

believes that the following attributes differentiates the group from its competitors and are key

factors to the group’s success:

• Globalised sales, distribution and support capabilities. The group currently maintains a

direct or indirect sales and support presence, with localized application support for 24

languages, in countries across Africa, Asia, Australia, Europe, the Middle East, North

America and South America. The group believes its global presence gives the group an

important advantage in competing for business from multinational enterprise fleet

customers such as Baker Hughes, Bechtel Corporation, Chevron, Nestlé, PepsiCo, Rio

Tinto and Schlumberger, who often prefer to consolidate disparate fleet management

systems.

15

• Solutions adaptable to multiple customer segments. The group believes that by leveraging

its common core technologies, personnel and systems, the group can cost-effectively

develop and sell a range of subscription-based fleet and mobile asset management

solutions that are designed to meet the functionality and price needs of multiple customer

segments, including fleet operators and consumers. The group’s fleet management

solutions include targeted functionality to address the distinct needs of key industry

segments.

• Focus on safety and security. Most of the group’s offerings incorporate safety and security

features enabling its customers to enhance their drivers’ personal safety, encourage safe

driving behaviour and protect their investment in their vehicles. The group also offers

web-based driver training, proactive journey management and other related services to

provide a turnkey safety and security solution. The group’s differentiated safety and

security features have particularly strong appeal to customers in regulated industries, such

as oil and gas, customers in industries exposed to liability concerns, such as bus and coach,

and customers operating in high crime regions.

• Track record of innovation. Since inception, the group has made significant investments in

product development, and the group has routinely been among the first to market with

innovative solutions and features that cater to the needs of its customers. For example, in

September 2011, the group introduced the Beam-e solution which leverages the group’s

large network of vehicles under subscription as a crowdsourcing platform to locate

vehicles without the expense of utilizing a traditional cellular network connection. In April

2013, the group introduced MiX Vision, which provides customers with a premium

subscription-based, in-vehicle video surveillance solution.

• Longstanding, established market position. The group has a 17-year history, a

geographically diverse sales and marketing footprint, a large established network of

distributors and dealers, and a large base of satisfied customers. The group’s robust and

referenceable customer base, including numerous Forbes Global 2000 enterprises, is a

critical selling point to both large enterprise fleets and smaller fleet operators and

consumers.

Growth Strategy

The group intends to expand its leadership in its market by:

• Acquiring new customers and increasing sales to existing customers. The group believes

the market for fleet and mobile asset management solutions is large and growing, creating

a significant opportunity for the group to expand its customer base. Additionally, the group

believes it has the opportunity to expand its fleet management market share among its

existing customer base by demonstrating its value proposition, growing with the customer,

introducing new and innovative value-added solutions and displacing legacy fleet

management solutions.

• Expanding the group’s geographic presence. The group markets and distributes its

solutions directly and through a global network of more than 100 distribution partners

outside of South Africa. The group is expanding its penetration in attractive geographic

regions, such as Brazil this year. The group also continues to expand its network of

strategic and sales distribution partners in other regions of the world.

• Broadening the group’s customer segment focus. The group currently has customers across

numerous industry segments, with the resources of the group’s direct sales organization

focused on premium customers in certain key segments, including oil and gas,

transportation and logistics, government and municipal, bus and coach and rental/ leasing.

In the future, the group may increase its product development initiatives and sales and

distribution efforts in other industry segments, such as service fleets, and in other customer

segments, such as small business fleets. The group regularly evaluates opportunities to

expand its target customer focus.

16

• Continuing to introduce new, innovative solutions to address market demand. The group

intends to continue to invest in product development to expand its portfolio of fleet and

mobile asset management solutions. The group recently introduced MiX Vision, which

offers a premium subscription-based, in-vehicle video surveillance solution. The group is

currently developing other extensions to its solutions portfolio based on the group’s

assessment of market demand. For example, following the group’s recent acquisition of

Intellichain, a supply chain management software business, the group is currently

developing elements of integrated transportation management software.

• Pursuing strategic acquisitions. The group’s industry is highly fragmented and, since its

inception, the group has consummated four acquisitions worldwide. The group intends to

selectively evaluate acquisition opportunities in certain geographic regions and industry

segments.

2.3. Directors’ opinion

The board is of the opinion that the Company is well positioned to fulfil its strategy and

prospects as set out above.

3. THE ADS OFFERING AND THE SPECIFIC ISSUE OF SHARES FOR CASH

3.1. Details of the offering

3.1.1. The Company will issue up to 110 000 000 ordinary shares in the Company (in

respect of which up to 4 400 000 ADSs will be offered) and the selling

shareholders (including the selling director shareholders) will sell up to

47 402 450 ordinary shares in the Company (in respect of which up to 1 896 098

ADSs will be offered). The Company will not receive any of the proceeds from

the shares being sold by the selling shareholders.

3.1.2. The underwriters are obligated to purchase and accept delivery of all of the

ADSs offered by the registration statement, if any are purchased, other than those

covered by the option to purchase additional ADSs under the overallotment

option described hereunder.

3.1.3. Certain of the selling shareholders (including the selling director shareholders)

have granted the underwriters an overallotment option, exercisable within

30 days after the date of the prospectus that forms a part of the registration

statement, to purchase in whole or in part at any time up to an additional in

aggregate 23 610 350 ordinary shares in the Company (for the purpose of

satisfying any excess demand for ADSs over and above the initial ADS offering

of 6 296 098 ADSs (comprising 157 402 450 ordinary shares in the Company) in

respect of additional ADSs, at the ADS offering price.

3.1.4. If purchased, these additional ordinary shares (as ADSs) will be sold by the

underwriters on the same terms as those on which the ADSs offered by the

registration statement are sold.

3.1.5. Each ADS will represent 25 ordinary shares in the Company.

3.1.6. BNYM will hold the MiX Telematics shares underlying the ADSs. ADS holders

will have rights as provided in the deposit agreement.

3.1.7. The offering of ADSs is being made in the USA and elsewhere outside South

Africa solely on the basis of the information contained in the registration

statement.

3.1.8. No offer or sale of shares or ADSs is being made to the public in South Africa.

17

3.1.9. The Company has applied to list the ADSs on the New York Stock Exchange

under the symbol “MIXT”.

3.1.10. If the Company declares dividends on its shares, the depositary will pay the ADS

holder the cash dividends and other distributions it receives on the Company’s

shares, after deducting its fees and expenses.

3.1.11. Any ADS holder may turn in its ADSs to BNYM in exchange for the underlying

MiX Telematics shares. BNYM will charge the ADS holder fees for any such

exchange.

3.1.12. The Company, the Company’s directors and executive officers and certain of the

Company’s existing shareholders (including the selling shareholders) have

agreed for a period of 180 days after the date of the prospectus that forms part of

the registration statement, not to directly or indirectly: (a) offer, sell, contract to

sell, pledge, grant any option to purchase or otherwise dispose of or take any

other action, whether through derivative contracts, options or otherwise to reduce

their financial risk of holding any of the Company’s securities, or any securities

convertible into or exercisable or exchangeable for, or any rights to purchase or

otherwise acquire, any securities held or deemed to be beneficially owned by the

person or entity without the prior written consent of the underwriters or (b)

exercise or seek to exercise or effectuate in any manner any rights of any nature

that the person or the entity has or may have hereafter to require the Company to

register under the USA Securities Act, the sale, transfer or other disposition of

any of the securities held or deemed to be beneficially owned by the person or

entity, or to otherwise participate as a selling security holder in any manner in

any registration by the Company under the USA Securities Act. The foregoing

restrictions shall not apply to the securities being offered in the registration

statement. In addition the Company has agreed that for 180 days after the date of

the registration statement, it will not directly or indirectly without the prior

written consent of the underwriters, (a) offer for sale, sell, pledge or otherwise

dispose of any ordinary shares or ADSs or securities convertible into or

exchangeable for ordinary shares or ADSs (other than the ordinary shares issued

pursuant to employee benefit plans, qualified stock option plans or other

employee compensation plans existing on the date of the registration statement or

pursuant to currently outstanding options), or sell or grant options with respect to

any ordinary shares or ADSs or securities convertible into or exchangeable for

ordinary shares or ADSs (other than the grant of options pursuant to option plans

existing on the date of the registration statement), (b) enter into any swap or

other derivatives transaction that transfers to another, in whole or in part, any of

the economic benefits or risks of ownership of such ordinary shares or ADSs, (c)

file or cause to be filed a registration statement with respect to the registration of

any ordinary shares or ADSs or securities convertible, exercisable or

exchangeable into our ordinary shares or ADSs or any other securities or (d)

publicly disclose the intention to do any of the foregoing.

3.2. Use of proceeds

The Company intends to use the net proceeds from the ADS offering to pursue future

acquisitions and other strategic investments and for general corporate purposes. The Company

has not yet identified any specific acquisitions or investments, and the Company’s management

will have broad discretion over how to use the proceeds from the specific issue.

The Financial Surveillance Department of the South African Reserve Bank (“Finsurv”) has

approved the specific issue and thus the ADS offering on the basis that the Company will be

obliged to repatriate the proceeds raised under the ADS offering to South Africa to be held in

South African Rands.

18

The Company intends registering a subsidiary company with Finsurv, as contemplated under

Section B.2(B)(vii)(a)(cc) of the Exchange Control Rulings, which Section allows for an entity

listed on the JSE to establish one subsidiary (“Holdco”) to hold African and offshore operations

which will not be subject to any exchange control restrictions. Holdco will, however, be subject

to certain conditions including, amongst others, -

registration with Finsurv;

authorized dealers may authorize transfers from the parent company to the Holdco up

to R750 million per calendar year;

Holdco will be allowed to freely raise and deploy capital offshore, provided such funds

are without recourse to South Africa. Additional domestic capital and guarantees will

be allowed to fund bona fide foreign direct investments in the same manner as the

current foreign direct investment allowance.

In this regard the Company will request its bank, as an authorized dealer in foreign exchange,

once the subsidiary referred to in the preceding paragraph has been so registered, to effect an

authorized transfer of the proceeds raised under the ADS offering from the Company to such

subsidiary company for the purpose of investing the proceeds in deposit accounts, money-

market funds, U.S. government-sponsored enterprise obligations and corporate obligations

generally and otherwise as may be allowed for under Section B.2(B)(vii) of the Exchange

Control Rulings, pending the Company identifying a suitable acquisition/s.

If for any reason the subsidiary company is not registered with Finsurv and/or an authorized

transfer of funds is not effected, the Company will remain obliged to repatriate the proceeds

raised under the ADS offering to South Africa to be held in South African Rands. Thereafter,

should a suitable acquisition be identified offshore, a separate application will need to be made

by the Company to the authorized dealer for approval to export any funds offshore for the

purpose of such an acquisition/s.

3.3. Description of American Depositary Shares

3.3.1. BNYM, as depositary, will register and deliver ADSs. Each ADS will represent

25 shares (or a right to receive 25 shares) deposited with the principal

Johannesburg office of any of Standard Bank of South Africa Limited, FirstRand

Bank Ltd or Societe Generale (ZA), as custodian for the depositary. Each ADS

will also represent any other securities, cash or other property which may be held

by the depositary.

3.3.2. ADS holders will not be treated as one of the Company’s shareholders and will

not have shareholder rights. South African law governs shareholder rights. The

depositary will be the holder of the shares underlying the ADSs. As a registered

holder of ADSs, the ADS holder will have ADS holder rights. A deposit

agreement among the Company, the depositary and the ADS holder, and all other

persons indirectly holding ADSs sets out ADS holder rights as well as the rights

and obligations of the depositary. New York law governs the deposit agreement

and the ADSs.

3.4. Mechanism

3.4.1. To enable and implement the ADS offering and subject to the results of the ADS

bookbuild, MiX Telematics intends to issue such number of shares as is

determined by the board but which shall not in any event exceed a maximum

number of 110 million new shares, by means of a specific issue to BNYM, as

depositary under the deposit agreement.

19

3.4.2. The board of directors requests authorisation to issue up to a maximum number

of 110 million shares (approximately 16.7% of MiX Telematics’ current issued

ordinary share capital). The actual number of shares to be issued will depend on

market conditions, the results of the ADS bookbuild and other factors deemed

relevant by the board. The board reserves the right to issue fewer than 110

million shares pursuant to the specific issue, or not to proceed with the specific

issue at all, even if authorisation is obtained.

3.4.3. The terms of the specific issue, will be the subject of a separate announcement in

the South African press. The resolutions whereby this authority will be granted

(ordinary resolution number 1 and ordinary resolution number 2) are contained in

the attached notice of general meeting.

3.4.4. The specific issue shares to be issued will rank pari passu with other MiX

Telematics shares in issue at the date of completion of the specific issue and will

rank equally as regards entitlement to dividends declared after that date.

3.4.5. No specific issue shares are to be issued to non-public shareholders as defined in

paragraphs 4.25 to 4.27 of the JSE Listings Requirements.

3.5. The specific issue price

3.5.1. The specific issue price will not be at a discount to the weighted average traded

price of MiX Telematics shares over the 30 business days prior to the last

practicable date of this circular.

3.5.2. In determining the issue price, the board will be guided by market conditions, as

reflected by the ADS bookbuild and other relevant factors which will result in a

market-determined issue price.

3.6. Subscriber to the specific issue

The subscriber to the specific issue is BNYM, as depositary under the deposit agreement.

3.7. Stock exchange listings

3.7.1. MiX Telematics shares are listed on the JSE.

3.7.2. Subject to the approval and implementation of the specific issue, the JSE has

granted a listing for a maximum number of 110 million additional shares in the

Business Support Services sector of the JSE list to be issued pursuant to the

specific issue.

3.7.3. In order to undertake the ADS offering in the USA, it is necessary for the

registration statement in respect of the ADSs, which has been filed with the SEC,

to be declared effective. Application has been made to have the ADSs listed on

the New York Stock Exchange under the symbol “MIXT.”

4. AMENDMENT TO THE MEMORANDUM OF INCORPORATION

In order for the Company to facilitate the ADR programme, the Company is required to make certain

amendments to its Memorandum of Incorporation so as to bring the Memorandum of Incorporation in

line with the constitutional documents of companies listed on the New York Stock Exchange, being the

exchange on which the ADSs will be listed.

20

The proposed amendments to the Memorandum of Incorporation will, inter alia -

4.1. allow for the creation of preference shares, the preferences, rights, limitations and other terms

attaching to which shall be determined by the board, subject to the JSE Listings Requirements;

4.2. delete clause 6 of the Memorandum of Incorporation, being "Constructive Notice";

4.3. amend clause 8.2.6 of the Memorandum of Incorporation so as to specify that the board shall

not have the power to vary the preferences, rights, limitations or other terms of any shares,

without a special resolution of shareholders;

4.4. replace clause 8.6 of the Memorandum of Incorporation with the following new clause 8.6 –

“8.6 Securities for which listing on the JSE is sought must be fully paid up and freely

transferable unless otherwise required by statute, which includes any foreign statute to

which such Securities may be subject from time to time; and Shares may only be issued

within the classes and to the extent that those Shares have been authorized by or in

terms of this Memorandum of Incorporation. Nothing in this Memorandum of

Incorporation shall preclude persons from entering into contractual arrangements in

respect of restrictions relating to the transferability of any Securities”;

4.5. replace any reference to “Shares” in clause 8.11 of the Memorandum of Incorporation with a

reference to “equity securities”, and insertion, after the first reference to “equity securities” of

the words “(as defined in the JSE Listings Requirements)”;

4.6. delete clause 8.12 of the Memorandum of Incorporation entirely as it serves to simply repeat

section 41(3) of the Companies Act, which shall continue to apply notwithstanding the deletion

of clause 8.12;

4.7. delete clause 20.6.4 of the Memorandum of Incorporation as this is no longer a requirement of

the JSE Listings Requirements;

4.8. amend (including certain deletions) clauses 20.23, 22.1.1, 22.3, 22.4, 22.5, 22.6 and 22.7 of the

Memorandum of Incorporation so that all voting shall be by way of polling;

4.9. delete clause 26.7 of the Memorandum of Incorporation entirely as it serves merely as a repeat

of the instances in the Companies Act where a director shall cease to hold office (which

provisions shall continue to apply notwithstanding the deletion); and

4.10. replace clause 31 of the Memorandum of Incorporation “Indemnification of directors” with a

more detailed clause in relation thereto.

The reason for each of the amendments referred to above is set out in the notice of general meeting

attached to this circular.

5. CAPITAL

5.1. Capital

Details of MiX Telematics’ issued ordinary share capital as at the last practicable date, before

and after giving effect to the specific issue, are as follows:

21

Before the specific issue

R’000

Authorized

1 000 000 000 ordinary shares of no par value

Issued

660 212 500 ordinary shares of no par value

Stated capital 790 719

Total issued 790 719

Notes:

1. MiX Telematics has no shares in treasury.

2. 250 000 shares were issued on 3 April 2013 as a result of share options exercised.

After the specific issue (assuming all specific issue shares are issued)

R’000

Authorized

1 000 000 000 ordinary shares of no par value

Issued

770 212 500 ordinary shares of no par value

Stated capital 1 126 320

Total issued 1 126 320

Notes:

1. MiX Telematics will have no shares in treasury after the specific issue.

2. 250 000 shares were issued on 3 April 2013 as a result of share options exercised.

3. Costs directly associated with the specific issue will be written off against the stated

capital.

5.2. Share issues

Set out in the table below is a summary of issues of MiX Telematics shares in the previous three

years.

Subscription date Description Shares allotted Reasons for issue

9 January 2012 Options 200 000 share incentive scheme

2 August 2012 Options 100 000 share incentive scheme

6 September 2012 Options 150 000 share incentive scheme

25 September 2012 Options 1 375 000 share incentive scheme

1 October 2012 Options 625 000 share incentive scheme

22

Subscription date Description Shares allotted Reasons for issue

18 December 2012 Options 125 000 share incentive scheme

6 February 2013 Options 387 500 share incentive scheme

3 April 2013 Options 250 000 share incentive scheme

5.3. Major shareholders

5.3.1. At the date of issue of this circular, there was no controlling shareholder of the

Company and the board was not aware of the existence of any shareholder who

beneficially holds in excess of 5% of the issued ordinary share capital of the

Company, other than as indicated below.

5.3.2. Insofar as is known to MiX Telematics, the major shareholders of MiX

Telematics, other than directors, that beneficially hold, directly or indirectly, 5%

or more of the issued share capital of MiX Telematics as at the last practicable

date are set out below:

Name of the shareholder

Direct

beneficial

Indirect

beneficial %

Imperial Holdings Limited1

189 803 260 28.7

GAF Trust2 90 261 440 13.7

Masalini Capital Proprietary

Limited2 72 410 880 11.0

Total 352 475 580 53.4

1 this includes 109 803 260 ordinary shares owned by Imperial

Corporate Services Proprietary Limited (“Imperial Corporate”) and

80 000 000 ordinary shares owned by Three Diamonds Trading 564

Proprietary Limited (“Three Diamonds”). Imperial Holdings Limited

owns Imperial Corporate and the majority of Three Diamonds.

2 associates of Robin Frew.

5.3.3. Insofar as is known to MiX Telematics, the major shareholders of MiX

Telematics, other than a director, that will beneficially hold, directly or

indirectly, 5% or more of the issued share capital of MiX Telematics after the

specific issue and assuming the overallotment option is exercised in full is set

out below:

Name of the shareholder

Direct

beneficial

Indirect

beneficial %

Imperial Holdings Limited1

189 803 260 24.6

GAF Trust2 70 261 440 9.1

Masalini Capital Proprietary

Limited2

60 410 880 7.8

Total 320 475 580 41.5

1 this includes 109 803 260 ordinary shares owned by Imperial

Corporate Services Proprietary Limited (“Imperial Corporate”) and

80 000 000 ordinary shares owned by Three Diamonds Trading 564

Proprietary Limited (“Three Diamonds”). Imperial Holdings Limited

owns Imperial Corporate and the majority of Three Diamonds.

2 associates of Robin Frew.

23

6. FINANCIAL INFORMATION

6.1. Material changes

At the date of issue of this circular, there have been no material changes in the financial or

trading position of the group since the publication of its financial results for the year ended

31 March 2013.

6.2. Trading history

Annexure 2 sets out the trading history of MiX Telematics shares on the JSE.

6.3. Financial effects

6.3.1. The pro forma financial effects of the specific issue of shares for cash on MiX

Telematics’ net asset value, net tangible asset value, earnings and headline

earnings per share for the year ended 31 March 2013 are set out below.

6.3.2. The pro forma financial effects are the responsibility of the directors of MiX

Telematics and have been prepared for illustrative purposes only, to provide

information on how the specific issue of shares for cash may have impacted on

the historical financial results of MiX Telematics for the year ended 31 March

2013.

6.3.3. The pro forma consolidated statement of financial position and pro forma

consolidated income statement of MiX Telematics for the year ended 31 March

2013 and the explanatory notes thereto are set out in Annexure 4 to this circular

and should be read in conjunction with the independent reporting accountants’

report thereon contained in Annexure 5.

6.3.4. Due to its nature, the pro forma financial information (collectively, the pro forma

financial effects, pro forma consolidated statement of financial position and pro

forma consolidated income statement) may not give a fair reflection of MiX

Telematics’ financial position, changes in equity, results of operations and cash

flows subsequent to the specific issue of shares for cash.

6.3.5. The table below reflects the pro forma financial effects of the specific issue of

shares for cash on a MiX Telematics shareholder:

Before After % change

Net asset value per ordinary share (cents) 131.5 156.1 18.7%

Net tangible asset value per ordinary share (cents) 33.7 72.3 114.5%

Earnings per share (cents) 19.5 18.1 (7.2)%

Diluted earnings per share (cents) 19.0 17.7 (6.8)%

Headline earnings per share (cents) 20.1 18.6 (7.5)%

Diluted headline earnings per share (cents) 19.6 18.2 (7.1)%

Weighted average number of shares (‘000) 658 456 768 456

Diluted weighted average number of shares (‘000) 674 772 784 772

Number of shares (‘000) 659 963 769 963

24

Notes:

1. The amounts set out in the “Before” column have been extracted, without adjustment, from the

audited results of MiX Telematics for the year ended 31 March 2013.

2. The amounts set out in the “After” column reflect the impact on the historical financial results

of MiX Telematics for the year ended 31 March 2013 assuming that the specific issue of shares

for cash was implemented on 31 March 2013 for purposes of net asset value and net tangible

asset value per share and on 1 April 2012 for purposes of earnings and headline earnings per

share.

3. It is assumed that the proceeds of the specific issue will be converted to Rands and will earn

interest at a rate of 4.5% per annum, being an average call rate in South Africa.

The Financial Surveillance Department of the South African Reserve Bank (“Finsurv”) has

approved the specific issue and thus the ADS offering on the basis that the Company will be

obliged to repatriate the proceeds raised under the ADS offering to South Africa to be held in

South African Rands.

The Company intends registering a subsidiary company with Finsurv, as contemplated in

Section B.2(B)(vii)(a)(cc) of the Exchange Control Rulings, which Section allows for an entity

listed on the JSE to establish one subsidiary (“Holdco”) to hold African and offshore operations

which will not be subject to any exchange control restrictions. Holdco will, however, be subject

to certain conditions including, amongst others, registration with Finsurv; authorized dealers

may authorize transfers from the parent company to the Holdco up to R750 million per calendar

year; and Holdco will be allowed to freely raise and deploy capital offshore, provided such

funds are without recourse to South Africa. Additional domestic capital and guarantees will be

allowed to fund bona fide foreign direct investments in the same manner as the current foreign

direct investment allowance.

In this regard, the Company will request its bank as an authorized dealer in foreign exchange,

once the subsidiary referred to in the preceding paragraph has been so registered, to effect an

authorized transfer of the proceeds raised under the ADS offering from the Company to such

subsidiary company for the purpose of investing the proceeds in deposit accounts, money-

market funds, U.S. government-sponsored enterprise obligations and corporate obligations

generally and otherwise as may be allowed for under Section B.2(B)(vii) of the Exchange

Control Rulings, pending the Company identifying a suitable acquisition/s. If authorized some

or all of the proceeds from the specific issue may be placed on call in US Dollars. The average

call rate in the USA is currently 0.5% per annum.

If for any reason the subsidiary company is not registered with Finsurv and/or an authorized

transfer of funds is not effected, the Company will remain obliged to repatriate the proceeds

raised under the ADS offering to South Africa to be held in South African Rands. Thereafter,

should a suitable acquisition be identified offshore, a separate application will need to be made

by the Company to the authorized dealer for approval to export any funds offshore for the

purpose of such an acquisition/s.

4. Refer to Annexure 4 attached to this circular for further details in respect of the calculation

basis.

5. The Reporting Accountant’s report on the pro forma financial information is attached to this

circular as Annexure 5.

7. GENERAL MEETING AND SHAREHOLDER APPROVAL

7.1. General meeting

Attached to this circular is a notice of general meeting of MiX Telematics shareholders to be

held in the boardroom of the Company’s office at Matrix Corner, Howick Close, Waterfall

Park, Midrand, 1686, at 11h00 on Thursday, 1 August 2013. The general meeting will be held

for the purposes of considering the ordinary resolutions required to approve the specific issue

and the special resolutions required to amend the Memorandum of Incorporation of the

Company and create a new class of preference shares. Any shareholder who is unable to attend

the general meeting and who wishes to be represented thereat is requested to complete and

return the attached form of proxy to the transfer secretaries, by not later than 11h00 on Tuesday,

30 July 2013.

25

7.2. Shareholder approval

Approval of the specific issue for cash ordinary resolution as set out in the notice of general

meeting attached to this circular requires a 75% majority of the votes cast in favour of that

resolution by all equity securities holders present in person or represented by proxy at the

general meeting excluding any parties and their associates participating in the specific issue for

cash.

Approval of the MOI amendment special resolution as set out in the notice of general meeting

attached to this circular requires the approval of at least 75% of the voting rights exercised in

relation to the special resolution at the meeting. The MOI amendment will only become

effective upon the filing with and registration by the CIPC of the special resolution and other

prescribed documentation relating to the MOI amendment.

Approval of the ordinary resolutions requires the approval of at least 50% of the voting rights

exercised in relation to the ordinary resolution at the meeting, unless otherwise stipulated.

8. DIRECTORS AND SELLING SHAREHOLDERS

8.1. Directors’ details

The details of the directors are set out in Annexure 1 to this circular.

8.2. Significant directors’ interest in transactions

8.2.1. In June 2011, the Company disposed of One Stop Shop, the vehicle conversion

business unit forming part of the group’s MiX Telematics Europe business, to

Imperial Commercials Limited for approximately R2.3 million. Imperial

Commercials Limited is owned by Imperial Holdings Limited. The sale did not

require board approval due to its size. One of the Company’s non-executive

directors, Hubert Brody, is the Chief Executive Officer of Imperial Holdings

Limited. In addition, an alternate director of the Company, Fundiswa Roji,

became an employee of Imperial Holdings Limited in January 2013, whilst she

was a non-executive director of the board. Ms. Roji resigned from the

Company’s board in May 2013 but continues to serve as an alternate director to

Mr. Brody.

8.2.2. Control Instruments Group Limited and its subsidiaries provide contract

manufacturing services to the Company. One of the Company’s former non-

executive directors, Richard Friedman, sat on the board of Control Instruments

Group Limited until resigning in June 2012. Richard Friedman resigned from the

Company’s board effective 31 March 2013. In addition, while Mr. Friedman was

on the board of Control Instruments Group Limited, PI Shurlok Proprietary

Limited, sold the Company certain inventory. In financial years 2013 (until the

date of Richard Friedman’s resignation from the board of Control Instruments

Group Limited), 2012 and 2011, the Company paid PI Shurlok Proprietary

Limited approximately R11.9 million, R91.5 million and R85.6 million,

respectively, for these services and inventory. The Company received R236 000,

R213 000 and R0, respectively, for financial years 2013, 2012 and 2011 from

Control Instruments Automotive Proprietary Limited for sales of the Company’s

services in the ordinary course of business.

26

8.2.3. In November 2007, the Company entered into a lease agreement with Thynk

Property Fund Proprietary Limited (“Thynk”) for the Company’s Midrand,

South Africa office. At the time the Company entered into the lease, each of

Stefan Joselowitz, the Chief Executive Officer, Riëtte Botha, the Company’s

Executive – Special Projects, Robin Frew, a non-executive director, and Howard

Scott, the Company’s Executive – Strategy and Acquisitions, either directly or

indirectly held an equity interest in Thynk. Stefan Joselowitz, Riëtte Botha and

Howard Scott each disposed of their interests in Thynk during the financial year

2012 and no longer hold any equity interests in Thynk. GAF Trust, of which an

immediate family member of Mr. Frew’s is a trustee, owns all the equity interests

in Thynk. During the financial years 2013, 2012 and 2011, the Company paid

Thynk approximately R5.8 million, R6.2 million and R5.6 million, respectively.

8.2.4. Imperial Holdings Limited beneficially owned approximately 28.7% of the

Company’s issued shares at 31 March 2013. One of the Company’s non-

executive directors, Hubert Brody, is the Chief Executive Officer of Imperial

Holdings Limited. In addition, an alternate director, Fundiswa Roji, became an

employee of Imperial Holdings Limited in January 2013, whilst she was a non-

executive director of the board. Ms. Roji resigned from the Company’s board in

May 2013 but continues to serve as an alternate director to Mr. Brody. Imperial

Holdings Limited provides a distribution outlet through its motor vehicle

channel. In financial years 2013, 2012 and 2011, the Company paid Imperial

Holdings Limited R7.7 million, R432 000 and R596 000, respectively, as

commissions for sales made by Imperial Holdings Limited acting in its capacity

as a distributor. The Company received R41.9 million, R20.5 million and R1.4

million, respectively, for financial years 2013, 2012 and 2011 from Imperial

Holdings Limited for sales of the Company’s services in the ordinary course of

business.

8.2.5. Other than as disclosed above, none of the directors of MiX Telematics,

including a director who has resigned during the last 18 months, have any

material beneficial interests, whether direct or indirect, in any transactions that

have been effected by the group during the current or preceding financial year, or

during an earlier financial year that remain, in any respect, outstanding or

unperformed.

8.2.6. The specific issue will not result in any changes to the remuneration of the

directors.

8.3. All related party transactions

Group

2013 2012

R’000 R’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 Holdings 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 Holdings Limited 7 675 432

27

Group

2013 2012

R’000 R’000

Year-end balance of receivables 3 194 4 184

- Control Instruments Automotive Proprietary Limited* * 123

- Imperial Holdings Limited 3 194 4 061

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 Holdings Limited 45 -

Interest received - 74

- PI Shurlok Proprietary Limited* - 74

* No longer a related party at 31 March 2013.

8.4. Directors’ beneficial interests in securities

The beneficial interests in shares held by all directors and their associates of MiX Telematics,

including directors who have resigned during the last 18 months, as at the last practicable date is

set out below.

Name

Direct

beneficial

Indirect

beneficial Associate Total %

Executive

S Joselowitz 28 240 057 - - 28 240 057 4.28

R Botha 8 048 040 - 125 000 8 173 040 1.24

T Buzer 3 601 570 - - 3 601 570 0.55

M Pydigadu 33 333 - - 33 333 0.01

H Scott 13 464 820 - - 13 464 820 2.04

C Tasker - 1 138 320 - 1 138 320 0.17

Non-executive

H Brody - - - - -

R Bruyns - 3 931 276 653 177 4 584 453 0.69

E Banda∞ - - - - -

C Ewing - - - - -

R Frew - 79 847 259 90 261 440 170 108 699 25.77

R Friedman# 12 318 484 1 656 200 2 779 184 16 753 868 2.54

A Patel* 282 000 - - 282 000 0.04

F Roji+ 250 000 - - 250 000 0.04

R Shough - - - - -

A Welton - - 200 000 200 000 0.03

Total

66 238 304 86 573 055

94 018 801

246 830 160

37.40 * Resigned with effect from 30 January 2012 # Resigned with effect from 31 March 2013

∞ Appointed on 13 May 2013

+ Resigned with effect from 13 May 2013 and now serves as an alternate director to H Brody

8.5. Movement of directors’ interests in shares

The movement of directors’ and associates’, including directors who have resigned during the

last 18 months, interests in shares from 1 April 2012 to the last practicable date is set out below.

28

Shares

Held at

1 April 2012

Acquired during

the period

Disposed of

during the

period

Held at the last

practicable date

Non-

executive

directors

R Bruyns 4 584 453 - - 4 584 453

E Banda - - - -

H Brody - - - -

C Ewing - - - -

R Frew 170 108 699 - 170 108 699

R Friedman 17 253 868 - 500 000 16 753 868

A Patel 282 000 - - 282 000

F Roji 250 000 - - 250 000

R Shough - - - -

A Welton 100 000 100 000 - 200 000

192 579 020 100 000 500 000 192 179 020

Executive

directors

S Joselowitz

(CEO)

28 240 057 - - 28 240 057

R Botha 6 548 040 1 625 000 - 8 173 040

T Buzer 3 351 570 250 000 - 3 601 570

M Pydigadu 33 333 - - 33 333

H Scott 13 464 820 - - 13 464 820

C Tasker 638 320 500 000 - 1 138 320

Total 52 276 140 2 375 000 - 54 651 140

8.6. Directors’ beneficial interests under the current long-term incentive scheme

The following table sets out directors’ interests in shares through the long-term share based

incentive scheme as at the last practicable date.

Performance Conditions

Grant

Date

Number

of

Options

(‘000)

Option

Strike

Price

(cents per

share)

JSE Share

Price on

Grant Date

(cents per

share)

Expiry

Date

Share

Price of

(Rand)

Minimum

Shareholder

Return of

Stefan Joselowitz

17 Mar

2008 1 500 118 118

17 Mar

2014 n/a 10%

17 Mar

2008 2 000 118 118 17 Mar

2014 10.00 n/a

9 Dec

2008 500 70 58

9 Dec

2014 n/a 10%

9 Dec

2008 1 000 70 58

9 Dec

2014 5.00 n/a

4 Jun 2010 1 500 112 104

4 Jun 2016 n/a 5%

4 Jun

2010 3 000 112 104

4 Jun

2016 5.00 n/a

3 Jan

2012 — 154 160

3 Jan

2018 n/a 10%

7 Nov 2012 2 500 246 300

7 Nov 2018 n/a 10%

29


Grant

Date

Number

of

Options

(‘000)

Option

Strike

Price

(cents per

share)

JSE Share

Price on

Grant Date

(cents per

share)

Expiry

Date

Share

Price of

(Rand)

Minimum

Shareholder

Return of

Riëtte Botha 17 Mar

2008 375 118 118 17 Mar

2014 n/a 10%

17 Mar

2008 2 000 118 118

17 Mar

2014 10.00 n/a

9 Dec

2008 125 70 58

9 Dec

2014 n/a 10%

9 Dec 2008 1 000 70 58

9 Dec 2014 5.00 n/a

4 Jun

2010 1 375 112 104

4 Jun

2016 n/a 5%

4 Jun

2010 — 112 104

4 Jun

2016 5.00 n/a

3 Jan 2012 — 154 160

3 Jan 2018 n/a 10%

7 Nov

2012 — 246 300

7 Nov

2018 n/a 10%

Terry Buzer 17 Mar

2008 1 500 118 118 17 Mar

2014 n/a 10%

17 Mar

2008 2 000 118 118

17 Mar

2014 10.00 n/a

9 Dec

2008 250 70 58

9 Dec

2014 n/a 10%

9 Dec 2008 1 000 70 58

9 Dec 2014 5.00 n/a

4 Jun

2010 1 500 112 104

4 Jun

2016 n/a 5%

4 Jun

2010 — 112 104

4 Jun

2016 5.00 n/a

3 Jan 2012 — 154 160

3 Jan 2018 n/a 10%

7 Nov

2012 — 246 300

7 Nov

2018 n/a 10%

Megan Pydigadu

17 Mar

2008 — 118 118

17 Mar

2014 n/a 10%

17 Mar

2008 — 118 118

17 Mar

2014 10.00 n/a

9 Dec 2008 — 70 58

9 Dec 2014 n/a 10%

9 Dec

2008 — 70 58

9 Dec

2014 5.00 n/a

4 Jun

2010 1 500 112 104

4 Jun

2016 n/a 5%

4 Jun 2010 1 000 112 104

4 Jun 2016 5.00 n/a

3 Jan

2012 — 154 160

3 Jan

2018 n/a 10%

7 Nov

2012 1 000 246 300

7 Nov

2018 n/a 10%

Howard Scott

17 Mar

2008 — 118 118

17 Mar

2014 n/a 10%

17 Mar

2008 — 118 118 17 Mar

2014 10.00 n/a

9 Dec

2008 — 70 58

9 Dec

2014 n/a 10%

9 Dec

2008 — 70 58

9 Dec

2014 5.00 n/a

4 Jun 2010 1 500 112 104

4 Jun 2016 n/a 5%

4 Jun

2010 1 000 112 104

4 Jun

2016 5.00 n/a

3 Jan

2012 — 154 160

3 Jan

2018 n/a 10%

7 Nov 2012 — 246 300

7 Nov 2018 n/a 10%

30


Grant

Date

Number

of

Options

(‘000)

Option

Strike

Price

(cents per

share)

JSE Share

Price on

Grant Date

(cents per

share)

Expiry

Date

Share

Price of

(Rand)

Minimum

Shareholder

Return of

Charles Tasker

17 Mar

2008 1 500 118 118

17 Mar

2014 n/a 10%

17 Mar

2008 2 000 118 118 17 Mar

2014 10.00 n/a

9 Dec

2008 500 70 58

9 Dec

2014 n/a 10%

9 Dec

2008 1 000 70 58

9 Dec

2014 5.00 n/a

4 Jun 2010 1 500 112 104

4 Jun 2016 n/a 5%

4 Jun

2010 — 112 104

4 Jun

2016 5.00 n/a

3 Jan

2012 2 000 154 160

3 Jan

2018 n/a 10%

7 Nov 2012 2 000 246 300

7 Nov 2018 n/a 10%

8.7. Directors’ beneficial interests in securities before and after the initial ADS offering and the

overallotment option

The shares being sold by directors, including directors who have resigned during the last 18

months, and their associates and to be delivered to BNYM for the purpose of the initial ADS

offering and the overallotment option (should the option be exercised), are set out below.

Name

Direct

beneficial

(Before)

Indirect

beneficial

(Before)

Associate

(Before) Total (before) % (before)

Shares sold in

ADS offering

Shares sold

under the

overallotment

option

Total

(Direct/

indirect/

associate)

(After)

%

(After)

Executive

S Joselowitz 28 240 057 - - 28 240 057 4.28 (2 824 006) (2 824 006) 22 592 045 2.93

R Botha 8 048 040 - 125 000 8 173 040 1.24 (817 304) (817 304) 6 538 432 0.85

T Buzer 3 601 570 - - 3 601 570 0.55 (360 157) (360 157) 2 881 256 0.37

H Scott 13 464 820 - - 13 464 820 2.04 (1 346 488) (1 346 488) 10 771 844 1.40

Non-executive

R Bruyns - 3 931 276 653 177 4 584 453 0.69 (458 445) (458 445) 3 667 563 0.48

R Frew - 79 847 259 90 261 440 170 108 699 25.77 (30 000 000) (10 000 000) 130 108 699 16.89

R Friedman 12 318 484 1 656 200 2 779 184 16 753 868 2.54 (5 372 559) (2 984 755) 8 396 554 1.09

Total

65 672 971 85 434 735

93 818 801

244 926 507

37.11

(41 178 959)

(18 791 155)

184 956 393

24.01

31

8.8. Selling shareholders interests in securities under the initial ADS offering and the overallotment

option

The shares being sold by all selling shareholders (including directors and their associates, also

set out above) and to be delivered to BNYM for the purpose of the ADS offering and the

overallotment option (should the option be exercised) are set out below.

Selling shareholder

Shares sold in ADS

offering

Shares sold under

the overallotment

option

Total if

overallotment

option fully

exercised

GAF Trust1 15 000 000 5 000 000 20 000 000

Masalini Capital Pty Ltd1 8 000 000 4 000 000 12 000 000

Thynk Capital Pty Ltd1 5 000 000 1 000 000 6 000 000

Masalini No.3 Pty Ltd1 2 000 000 - 2 000 000

Q & J Baillie 2 596 050 2 803 950 5 400 000

Mr Richard Friedman2 3 950 239 2 194 577 6 144 816

Mrs Pauline Friedman 1 835 912 1 019 951 2 855 863

Mrs Susan Huxter 1 393 306 774 059 2 167 365

Mrs Eveanne Friedman2 891 217 495 121 1 386 338

RFAI Services cc2 531 103 295 057 826 160

The Josam Trust 205 818 114 343 320 161

Dr & Mrs Piet & Marie Welgemoed 192 405 106 892 299 297

IS Wealth Creator SPI SR Bruyns3 - 263 713 263 713

Insight Consulting cc3 353 177 - 353 177

Ms Carol Rangecroft3 105 268 194 732 300 000

Mr Stefan Brian Joselowitz 2 824 006 2 824 006 5 648 012

Mr Howard Guy Scott 1 346 488 1 346 488 2 692 976

Mrs Riëtte Botha 817 304 817 304 1 634 608

Mr Terence Edward Buzer 360 157 360 157 720 314

47 402 450 23 610 350 71 012 800 1 Associates of Robin Frew 2 Richard Friedman and his associates (resigned as a director within the last 18 months) 3 Associates of Richard Bruyns

9. LITIGATION STATEMENT

As at the last practicable date, the group is not involved in any material litigation or arbitration

proceedings, nor are the directors aware of any material proceedings which are pending or threatened,

which may have or have had, in the 12-month period preceding the date of this circular, a material effect

on the group’s financial position.

32

10. EXPENSES

The expenses relating to the specific issue, before VAT, are set out below:

R

Java Capital – South African corporate advisor and sponsor fees 500 000

Werksmans – legal fees in respect of South African law 1 100 000

PwC – independent reporting accountant fees 75 000

PwC – Public Company Accounting Oversight Board audit and comfort letter

fees

4 586 907

Raymond James & Associates, Inc. – underwriting fees 13 359 500

William Blair & Co. LLC– underwriting fees 13 359 500

Akerman Senterfitt LLP – legal fees in respect of USA law* 11 000 000

JSE - documentation fee 18 252

JSE – listing fee 183 660

Computershare - transfer secretaries’ fees 10 000

Bastion Graphics - printing and publishing costs 27 229

SEC registration fee 136 400

NYSE listing fee 1 250 000

NYSE filing fee 250 000

NYSE annual fee 300 000

FINRA filing fee 155 000

FINRA legal fee 75 000

Other miscellaneous costs 1 550 000

Total 47 936 448

* Based on the US/ZAR exchange rate as at the last practicable date

11. OPINION OF THE BOARD

The board is of the opinion that the proposed ADS offering and thus the approval of the specific issue is

in the best interests of the Company.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are given on page 11 of this circular, collectively and individually accept full

responsibility for the accuracy of the information given 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 circular contains all

information required by law and the JSE Listings Requirements.

13. CONSENTS

Each of Java Capital Proprietary Limited, Java Capital Trustees and Sponsors Proprietary Limited,

Werksmans Inc., PricewaterhouseCoopers Inc., Akerman Senterfitt LLP and Computershare Investor

Services Proprietary Limited have consented in writing to act in the capacities stated and to their names

appearing in this circular and have not withdrawn their consent prior to the publication of this circular.

14. DOCUMENTS AVAILABLE FOR INSPECTION

14.1. The documents listed below will be available for inspection during normal office hours on

business days from the date of this circular until Thursday, 1 August 2013 at the registered

office of MiX Telematics at Matrix Corner, Howick Close, Waterfall Park, Midrand, 1686.

14.2. The documents available for inspection are as follows:

14.2.1. the Memorandum of Incorporation of the Company and its subsidiaries;

33

14.2.2. report of the independent reporting accountants on the pro forma financial

information;

14.2.3. consent letters referred to in paragraph 13;

14.2.4. the audited financial statements for MiX Telematics for the years 2013, 2012 and

2011;

14.2.5. a signed copy of this circular; and

14.2.6. the registration statement.

This circular was signed in Johannesburg on behalf of all the directors in terms of powers of attorney granted on

or about 20 June 2013.

By order of the board

M Pydigadu

Financial director

3 July 2013

Registered address


Matrix Corner

Howick Close

Waterfall Park

Midrand

1686

(PO Box 12326, Vorna Valley, 1686)

34

Annexure 1

INFORMATION ON THE DIRECTORS AND GROUP EXECUTIVES

Executive directors and managers

Stefan Joselowitz (54) South African – resident in USA

Position: Executive Director - Chief Executive Officer

Qualifications: Certified Aircraft Electronician

Business address: 750 Park of Commerce Blvd, Ste 100, Boca Raton, FL

33487, USA

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.

Riëtte Botha (45) South African

Position: Executive Director – Special Projects

Qualifications: BCom (Hons)

Business address: Matrix Corner, Howick Close, Waterfall Park,

Midrand, 1686

Riëtte practised 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.

Terry Buzer (64) South African

Position: Executive Director – Development and Engineering

Qualifications: BSc (Hons)


Midrand, 1686

Terry was appointed to the board of Control Instruments Group in 1987. He was involved in Control

Instruments’ investment in Matrix Vehicle Tracking (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.

35

Megan Pydigadu (38) South African

Position: Group Financial Director

Qualifications: CA(SA)


Midrand, 1686

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.

Howard Scott (54) Australian

Position: Executive Director – Strategy, Mergers and

Acquisitions

Qualifications: BBusSci, CTA


Midrand, 1686

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.

Charles Tasker (49) South African

Position: Executive Director - Fleet Solutions


Midrand, 1686

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.

36

Brendan Horan (38) South African

Position: Executive – Consumer Solutions



Midrand, 1686

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

responsibilities 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.

Gert Pretorius (45) South African

Position: Executive – Africa Fleet Solutions

Qualifications: BCom


Midrand, 1686

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.

Non-executive directors

Richard Bruyns (60) South African

Position: Chairman

Qualifications: CA(SA), PDM


Midrand, 1686

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.

37

Enos Banda (47) South African

Position: Non-executive Director

Qualifications: B Acc(Hons) J.D., LLM


Midrand, 1686

Enos is a South African entrepreneur and investment banker who is founder and CEO of Freetel Capital. He has

served as chairman of the South African National Electricity Regulator and chairman of the Municipal

Infrastructure Investment Unit of the SA Government. He was country head for global bank Credit Suisse First

Boston and later, head of Sub-Saharan Africa for HSBC Corporate and Investment Bank. He has practised law

in both the USA and in South Africa. He is admitted to the New York law bar, and he is an Advocate of the

Supreme Court of South Africa Enos sits on the boards of a number of listed and unlisted entities, as well as the board of Norilisk Nickel MMC.

He was formerly the chairman of the Gold Reef Resorts Group.

Hubert Brody (49) South African




Midrand, 1686

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) South African


Qualifications: BCom LLB


Midrand, 1686

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 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.

38

Robin Frew (53)


Qualifications: BBus Sci, BCompt (Hons)


Midrand, 1686

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.

Roy Shough (62) British – resident in South Africa


Qualifications: CA(SA) HDipBDP, CIA


Midrand, 1686

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) South African


Qualifications: CA(SA), MBL (Unisa)


Midrand, 1686

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.

Fundiswa Roji (37) South African

Position: Alternate director to H Brody

Qualifications: BCom (Hons), BCompt, CA(SA)


Midrand, 1686

Fundi, a CA(SA), is a senior manager in strategy and investor relations at Imperial Holdings, the diversified

mobility group with 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 chairperson 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.

39

Annexure 2

MIX TELEMATICS SHARE PRICE HISTORY

Period

High

(cents)

Low

(cents)

Close

(cents) Volume

Value

(R)

Quarterly

2010

September 153 120 147 14 047 929 18 504 353

December 145 115 128 6 396 370 8 154 085

2011

March 136 105 123 7 363 767 9 111 677

June 149 120 135 11 198 516 13 997 984

September 180 110 149 14 340 126 19 900 335

December 165 135 160 3 911 692 5 815 609

2012

March 175 125 175 13 547 886 22 105 193

Monthly

2012

April 185 165 184 334 536 596 568

May 200 159 185 1 717 683 3 100 137

June 283 180 265 2 265 563 4 819 334

July 270 230 235 2 040 898 5 072 151

August 255 226 240 9 246 182 22 254 452

September 246 220 230 2 076 397 4 920 422

October 320 219 300 2 274 742 5 527 660

November 300 270 294 3 172 228 9 464 651

December 298 280 290 3 180 232 9 141 603

2013

January 400 285 320 4 084 619 11 922 189

February 399 300 350 881 615 2 886 004

March 415 340 370 2 300 529 8 780 474

Daily

2013

2 April 375 360 370 71 1146 262 795

3 April 370 352 370 18 023 65 406

4 April 356 355 355 1 924 6 830

5 April 365 355 365 9 778 34 811

8 April 370 370 370 3 090 11 433

9 April 370 370 370 1 300 4 810

10 April 370 370 370 2 489 9 209

11 April 365 365 365 13 368 48 793

12 April 355 355 355 2 700 9 585

15 April 365 360 360 106 870 386 252

16 April 360 355 360 28 430 101 150

17 April 360 360 360 50 180

18 April 365 355 360 32 000 115 502

19 April 370 353 353 42 452 151 892

40

Period

High

(cents)

Low

(cents)

Close

(cents) Volume

Value

(R)

22 April 353 340 340 29 900 102 236

23 April 350 330 350 16 380 56 744

24 April 350 350 350 46 000 161 000

25 April 350 345 350 28 615 99 902

26 April 360 350 359 364 100 1 305 997

29 April 360 360 360 557 950 2 008 620

30 April 360 350 350 24 001 85 023

2 May 360 350 360 70 714 251 810

3 May 370 364 365 206 950 763 626

6 May 370 345 355 78 600 286 570

7 May 350 350 350 20 000 70 000

8 May 370 360 370 125 650 462 040

9 May 370 365 370 16 035 59 323

10 May 380 360 380 219 538 830 840

13 May 385 380 380 47 715 181 417

14 May 380 355 355 27 800 99 302

15 May 365 355 355 16 000 57 537

16 May 365 365 365 30 000 109 500

17 May 365 355 355 6 570 23 473

20 May 355 350 350 49 619 174 527

21 May 340 320 320 14 330 47 208

22 May 335 335 335 27 200 91 120

23 May 335 320 320 94 300 304 635

24 May 335 320 330 19 389 62 988

27 May 330 330 330 40 700 134 310

28 May 330 297 330 56 305 179 010

29 May 330 320 320 4 910 15 819

30 May 335 310 335 66 162 206 852

31 May 335 335 335 - -

3 June 335 335 335 - -

4 June 321 320 321 45 030 144 156

5 June 321 300 315 12 062 38 000

6 June 315 315 315 15 877 50 012

7 June 315 310 310 14 057 44 135

10 June 350 321 345 173 901 592 277

11 June 350 335 335 197 692 682 005

12 June 340 315 340 211 600 716 350

13 June 340 320 320 13 753 44 963

14 June 335 320 320 17 647 57 574

18 June 339 320 339 27 005 89 012

19 June 339 316 339 1 381 4 445

20 June 350 317 350 27 717 94 791

21 June 380 348 380 266 918 935 809

41

Annexure 3

CORPORATE GOVERNANCE

Introduction

MiX 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 Telematics endorses the

principles and recommendations of the King Code of Governance Principles for South Africa, 2009 and the

King Report on Governance for South Africa, 2009 (“King III”). A register of MiX Telematics’ 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 Telematics principles of honesty, equity, respect and dignity.

Board of directors and executives

Non-executive Directors

Independent

director

Audit and risk

committee

member

Nominations and

remuneration

committee member

Social and

ethics

committee

member

Enos Banda^

Richard Bruyns∞

Hubert Brody

Chris Ewing

Robin Frew

Fundiswa Roji#

Roy Shough*

Tony Welton

∞ Appointed as a member of the social and ethics committee on 13 May 2013 * Appointed 1 June 2012 # Resigned on 13 May 2013 and appointed as alternate to Hubert Brody

^ Appointed 13 May 2013

Executive committee

Executive Director

Stefan Joselowitz (CEO)

Riëtte Botha

Terry Buzer

Brendan Horan

Gert Pretorius

Megan Pydigadu

42

Executive Director

Howard Scott

Charles Tasker

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 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. Five 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 committees

In 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 committee

MiX 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.

43

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.

Nominations and remuneration committee

This committee is chaired by Robin Frew 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.

The committee meets at least four times a year.

Social and ethics committee

In line with the Companies Act, this committee was established in the prior financial year. The committee

includes two non-executive directors, one alternate director, 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.

Members’ attendance at meetings (during the financial year ended 31 March 2013)

Board:

Regular

meetings

Board:

Annual

strategy

Executive

committee

Audit and

risk

committee

Nominations

and

remuneration

committee

Social and

ethics

committee

Number of meetings held during

the year 5 1 6 6 4 3

Richard Bruyns 5 1 1* 6 4

Stefan Joselowitz 5 1 6 2* 4*

Riëtte Botha 4 1 6 3

Hubert Brody 5 1

Terry Buzer 4 1 6

Chris Ewing 5 1 6

Robin Frew 5 1 4

Richard Friedman# 5 1 4

Brendan Horan 5* 1* 6 2*

Gert Pretorius 5* 1* 6

Megan Pydigadu 5 1 6 6* 1*

Fundiswa Roji 4 1 4 3

Howard Scott 5 1 6

Roy Shough^ 4 1 5

Charles Tasker 4 1 6

44

Board:

Regular

meetings

Board:

Annual

strategy

Executive

committee

Audit and

risk

committee

Nominations

and

remuneration

committee

Social and

ethics

committee

Tony Welton 5 1 5* 3

Enos Banda∞

# Resigned on 31 March 2013

^ Appointed on 1 June 2012 * By invitation

∞ 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 from 13 May 2013

Company Secretary

The 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 8 years’ company secretarial experience, has the

necessary qualifications and skills to undertake the role. Furthermore, the board is satisfied that an arms-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 on which the

Company’s securities are listed.

Accountability

Going concern

The 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 controls

The directors acknowledge that they are responsible for instituting internal control systems that provide

reasonable assurance on safeguarding assets and preventing their unauthorized use or disposal, as well as

maintenance of proper accounting records that give reasonable assurance on the reliability of financial

information produced.

Internal audit

The 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 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 a value-added risk based approach. As the role of internal audit matures,

the intention is that financial control effectiveness will become part of the internal audit coverage plan.

45

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 internal financial controls have not operated as intended.

Financial reporting

MiX Telematics 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 governance

The 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 responsibly for IT governance rests with an

executive committee member and is reported on at board meetings.

Dealings in securities

Directors’ dealings in the Company’s shares are strictly controlled in terms of the JSE Listings Requirements.

The board Charter, in compliance with the Financial Markets 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. Permitted dealings by directors

are reported to the Chairman and Company Secretary and are published on SENS within 48 hours of the dealing.

Compliance with laws and regulations

There 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 ethics

In support of the requirements of the King III recommendations, MiX Telematics has formalized 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, amongst others, that:

o Corrupt or illegal practices will not be tolerated

o MiX Telematics will observe the laws of any country in which its business is transacted.

o All business transactions will be completely and properly recorded.

o Customers and their information will be treated with the utmost confidentiality.

o MiX Telematics does not participate in any illegal anti-competitive activity.

o MiX Telematics is non-political.

o MiX Telematics’ business dealings (including use of company assets) should be conducted at normal arm’s

length terms, in the interest of MiX Telematics.

o Business gifts and other offers of hospitality can only be accepted in compliance with MiX Telematics’

Anti-Bribery & Corruption Policy.

o 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.

o MiX Telematics requires timeous dissemination of transparent, honest and accurate information both

internally and to outside stakeholders and investors.

o MiX Telematics fosters a work ethic based on non-discrimination and opportunity for all.

o Sound environmental practices.

46

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 Whistle Blowing 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].

mailto:[email protected]

47

Annexure 4

PRO FORMA FINANCIAL INFORMATION

The pro forma consolidated statement of financial position and pro forma consolidated income statement are the

responsibility of the directors of MiX Telematics and have been prepared for illustrative purposes only, in order

to provide information about the financial position and results of MiX Telematics, assuming the specific issue

had been implemented on 31 March 2013 for purposes of the pro forma consolidated statement of financial

position and on 1 April 2012 for purposes of the pro forma consolidated income statement. Due to its nature, the

pro forma consolidated financial information may not give a fair reflection of MiX Telematics’ consolidated

financial position and results of operations subsequent to the specific issue. The independent reporting

accountant’s report on the pro forma financial information is set out in Annexure 5.

Pro forma consolidated statement of financial position

At 31 March 2013

Before1

R’000

Specific issue

adjustments2

R’000

After

R’000

ASSETS

Non-current assets

Property, plant and equipment 96 547

96 547

Intangible assets 645 736

645 736

Finance lease receivable 6 359

6 359

Deferred tax assets 13 868

13 868

Total non-current assets 762 510 - 762 510

Current assets

Inventory 38 927

38 927

Trade and other receivables 186 987

186 987

Finance lease receivable 3 604

3 604

Taxation 4 823

4 823

Restricted cash 8 235

8 235

Cash and cash equivalents 147 702 333 7643 481 466

Total current assets 390 278 333 764 724 042

Total assets 1 152 788 333 764 1 486 552

EQUITY

Equity and reserves

Stated capital 790 491 335 6014 1 126 092

Other reserves (111 362)

(111 362)

Retained earnings 188 750 (1 312)5 187 438

Non-controlling interest (5)

(5)

Total equity 867 874 334 289 1 202 163

LIABILITIES

Non-current liabilities

Deferred tax liabilities 8 605

8 605

Provisions 283

283

Total non-current liabilities 8 888 - 8 888

48

Before1

R’000

Specific issue

adjustments2

R’000

After

R’000

Current liabilities

Trade and other payables 184 397

184 397

Borrowings 3 472

3 472

Taxation 10 691 (525) 10 166

Provisions 21 461

21 461

Bank overdraft 56 005

56 005

Total current liabilities 276 026 (525) 275 501

Total liabilities 284 914 (525) 284 389

Total equity and liabilities 1 152 788 333 764 1 486 552

Net asset value per share (cents) 131.5

156.1

Net tangible asset value per share (cents) 33.7

72.3

Shares in issue (‘000) 659 963 110 0006 769 963

Notes and assumptions

1. The numbers in the “Before” column have been extracted without adjustment from MiX Telematics’ audited

group financial results for the year ended 31 March 2013.

2. The numbers in the “Specific issue adjustments” column reflect the impact of the specific issue of shares for

cash assuming the specific issue was implemented on the last day of the financial period, being 31 March

2013.

3. Increase in cash and cash equivalents resulting from the specific issue of 110 million MiX Telematics shares

for cash, assuming an issue price of R3.47 being the 30 trading days VWAP to 14 June 2013, net of

transaction costs of R47.936 million.

4. Increase in stated capital resulting from the specific issue of 110 million MiX Telematics shares for cash, net

of transaction costs, which are directly attributable to the share issue, amounting to R46.099 million.

5. Transaction costs expensed of R1.312 million, net of taxation.

6. Increase in shares in issue resulting from the specific issue of 110 million MiX Telematics shares for cash.

7. All adjustments are assumed to have a continuing effect, except transaction costs which are a once-off

expenditure item.

49

Pro forma consolidated income statement

for the year ended 31 March 2013

Before1

R’000

Specific issue

adjustments2

R’000

After

R’000

Revenue 1 171 480

1 171 480

Cost of sales (424 545)

(424 545)

Gross profit 746 935 - 746 935

Other (expenses)/income – net (421)

(421)

Operating expenses (565 318) (1 837) (567 155)

- Sales and marketing (132 849)

(132 849)

- Administration and other charges (432 469) (1 837)3 (434 306)

Operating profit 181 196 (1 837) 179 359

Finance income 2 018 15 0194 17 037

Finance costs (3 348) (3 348)

Profit before taxation 179 866 13 182 193 048

Taxation (51 400) (2 712)5 (54 112)

Profit for the year 128 466 10 470 138 936

Attributable to:

Shareholders of the parent 128 471 10 470 138 941

Non-controlling interests (5) (5)

Reconciliation of headline earnings

Profit for the year (attributable to parent) 128 471 10 470 138 941

(Profit)/loss on disposal of property, plant and

equipment and intangible assets (314) (314)

Impairment of product development costs

capitalised 5 158 5 158

Foreign currency translation reserve released due

to liquidation of intermediary subsidiary holding

company 394 394

Tax effect on the above components (1 357) (1 357)

Headline earnings (attributable to parent) 132 352 10 470 142 822

Weighted average shares in issue (‘000) 658 456 110 000 768 456

Diluted weighted average shares in issue (‘000) 674 772 110 000 784 772

Earnings per share

Basic (cents) 19.5 18.1

Diluted (cents) 19.0 17.7

Basic headline (cents) 20.1 18.6

Diluted headline (cents) 19.6 18.2

Notes and assumptions

1. The numbers in the “Before” column have been extracted without adjustment from MiX Telematics’ audited

group financial results for the year ended 31 March 2013.

2. The numbers in the “Specific issue adjustments” column reflect the impact of the specific issue of shares for

cash assuming the specific issue was implemented on the first day of the financial period, being 1 April

2012.

3. Transaction costs expensed of R1.837 million.

50

4. Interest income earned on the cash raised pursuant to the specific issue of 110 million MiX Telematics

shares for cash, assuming an issue price of R3.47 being the 30 day VWAP to 14 June 2013, net of

transaction costs of R47.936 million – please see paragraph 3.5 in this circular.

It is assumed that the proceeds of the specific issue will be converted to Rands and will earn interest at a rate

of 4.5% per annum, being an average call rate in South Africa.

The Financial Surveillance Department of the South African Reserve Bank (“Finsurv”) has approved the

specific issue and thus the ADS offering on the basis that the Company will be obliged to repatriate the

proceeds raised under the ADS offering to South Africa to be held in South African Rands.

The Company intends registering a subsidiary company with Finsurv, as contemplated in Section

B.2(B)(vii)(a)(cc) of the Exchange Control Rulings, which Section allows for a an entity listed on the JSE to

establish one subsidiary (“Holdco”) to hold African and offshore operations which will not be subject to any

exchange control restrictions. Holdco will, however, be subject to certain conditions including, amongst

others, -

• registration with Finsurv;

• authorized dealers may authorize transfers from the parent company to the Holdco up to R750 million

per calendar year;

• Holdco will be allowed to freely raise and deploy capital offshore, provided such funds are without

recourse to South Africa. Additional domestic capital and guarantees will be allowed to fund bona fide

foreign direct investments in the same manner as the current foreign direct investment allowance.

In this regard, the Company will request its bank as an authorized dealer in foreign exchange, once the

subsidiary referred to in the preceding paragraph has been so registered, to effect an authorized transfer of

the proceeds raised under the ADS offering from the Company to such subsidiary company for the purpose

of investing the proceeds in deposit accounts, money-market funds, U.S. government-sponsored enterprise

obligations and corporate obligations generally and otherwise as may be allowed for under Section

B.2(B)(vii) of the Exchange Control Rulings, pending the Company identifying a suitable acquisition/s. If

authorized some or all of the proceeds from the specific issue may be placed on call in US Dollars. The

average call rate in the USA is currently 0.5% per annum.

If for any reason the subsidiary company is not registered with Finsurv and/or an authorized transfer of funds

is not effected, the Company will remain obliged to repatriate the proceeds raised under the ADS offering to

South Africa to be held in South African Rands. Thereafter, should a suitable acquisition be identified

offshore, a separate application will need to be made by the Company to the authorized dealer for approval

to export any funds offshore for the purpose of such an acquisition/s.

5. The Company has estimated the tax losses brought forward to partially off-set the assumed interest earned

net of transaction costs expensed.

6. All adjustments are assumed to have a continuing effect, except transaction costs which are a once-off

expenditure item.

51

Annexure 5

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE PRO FORMA

FINANCIAL INFORMATION OF MIX TELEMATICS LIMITED

“The Board of Directors


Matrix Corner

Howick Close

Waterfall Park

Midrand

1686

27 June 2013

Dear Sirs

Independent reporting accountants’ assurance report on the compilation of pro forma financial

information of MiX Telematics Limited (“MiX Telematics” or “the Company”)

Introduction

MiX Telematics is issuing a circular to its shareholders (“the Circular”) regarding the specific issue of

110 million ordinary shares for cash in MiX Telematics (“the specific issue”).

At your request and for the purposes of the Circular to be dated on or about 3 July 2013, we present our

assurance report on the compilation of the pro forma financial information of MiX Telematics by the directors.

The pro forma financial information, presented in paragraph 6.3 and Annexure 4 to the Circular, consists of the

pro forma financial effects of the pro forma consolidated statement of financial position as at 31 March 2013

and the pro forma consolidated income statement for the 12 months ended 31 March 2013 (“the pro forma

financial information”). The pro forma financial information has been compiled on the basis of the applicable

criteria specified in the JSE Limited (JSE) Listings Requirements.

The pro forma financial information has been compiled by the directors to illustrate the impact of the specific

issue on the Company’s reported financial position as at 31 March 2013, and the Company’s financial

performance for the period then ended. As part of this process, information about the Company’s financial

position and financial performance has been extracted by the directors from the Company’s audited financial

results for the year ended 31 March 2013, on which an audit report has been published.

Directors’ Responsibility

The directors of MiX Telematics are responsible for the compilation, contents and presentation of the pro forma

financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and

described in paragraph 6.3 and Annexure 4. The directors of MiX Telematics are also responsible for the

financial information from which it has been prepared.

Reporting Accountants’ Responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been

compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements based

on our procedures performed. We conducted our engagement in accordance with the International Standard on

Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma

Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements

and plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial

information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any

historical financial information used in compiling the pro forma financial information, nor have we, in the

52

course of this engagement, performed an audit or review of the financial information used in compiling the pro

forma financial information.

As the purpose of pro forma financial information included in a circular is solely to illustrate the impact of a

significant corporate action or event on unadjusted financial information of the entity as if the corporate action

or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do

not provide any assurance that the actual outcome of the event or transaction would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been

compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to

assess whether the applicable criteria used in the compilation of the pro forma financial information provides a

reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to

obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The pro forma financial information reflects the proper application of those adjustments to the unadjusted

financial information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the

Company, the corporate action or event in respect of which the pro forma financial information has been

compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of

the applicable criteria specified by the JSE Listings Requirements and described in paragraph 6.3 and

Annexure 4 of the Circular.

Yours faithfully

PricewaterhouseCoopers Inc.

Director: JR van Huyssteen

Registered Auditor

Sunninghill”

53






Directors

S Joselowitz (CEO)#

R Botha#

T Buzer#

M Pydigadu#

H Scott#

C Tasker#

R Bruyns∞+

E Banda∞

H Brody*

C Ewing∞

R Frew

R Shough∞

A Welton∞

+ Chairman


∞ Independent


NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of MiX Telematics shareholders will be held at the offices of MiX

Telematics being, Matrix Corner, Howick Close, Waterfall Park, Midrand, 1686, at 11h00 on Thursday,

1 August 2013 (the “general meeting”), for the purpose of considering and, if deemed fit, passing with or

without modification, the resolutions set out below.

Important dates to note

2013

Record date for receipt of notice purposes Friday, 28 June

Last day to trade in order to be eligible to vote at the general meeting Friday, 19 July

Record date for voting purposes (“voting record date”) at the general

meeting

Friday, 26 July

Last day to lodge forms of proxy for the general meeting by 11h00 Tuesday, 30 July

54

2013

Date of general meeting (11h00) Thursday, 1 August

Results of general meeting released on SENS Thursday, 1 August

Results of general meeting published in the press Friday, 2 August

Where appropriate and applicable the terms defined in the circular to which this notice of general meeting is

attached and forms part of, bear the same meanings in this notice of general meeting, and in particular in the

resolutions set out below.

In terms of section 62(3)(e) of the Companies Act, 71 of 2008 (“the Companies Act” or “the Act”):

A shareholder who is entitled to attend and vote at the general meeting is entitled to appoint a proxy, or two

or more proxies, to attend and participate in and vote at the general meeting in the place of the shareholder,

by completing the proxy in accordance with the instructions set out therein;

A proxy need not be a shareholder of the Company;

MiX Telematics shareholders recorded in the register of the Company on the voting record date (including

shareholders and their proxies) are required to provide reasonably satisfactory identification before being

entitled to attend or participate in the general meeting: in this regard, all MiX Telematics shareholders

recorded in the register of the Company on the voting record date will be required to provide identification

satisfactory to the Chairman of the general meeting. Forms of identification include valid identity

documents, driver’s licences and passports.

SPECIAL RESOLUTION NUMBER 1: INCREASE IN THE AUTHORIZED SHARE CAPITAL

“It is resolved as a special resolution that, in accordance with section 36 of the Companies Act 71 of 2008, as

amended from time to time (the "Companies Act"), the authorized share capital of the Company be increased by

the creation of a new class of no par value shares, being “preference shares” which shares shall (in accordance

with section 36(1)(d) of the Companies Act) have the preferences, rights, limitations and other terms to be

determined by the board from time to time; provided that the exercise by the board of its authority and the

issuance of the preference shares shall be subject to the JSE Listings Requirements.

Accordingly, if the resolution is passed, the Company’s share capital shall comprise

“1 000 000 000 ordinary shares;

100 000 000 preference shares.”

The approval of at least 75% of the voting rights exercised in relation to special resolution 1 at the general

meeting is required in order for special resolution 1 to be approved.

The reason for and effect of special resolution 1 is to allow for the creation of preference shares in the share

capital of the Company, the terms of which can be determined by the board. This is quite common for USA

reporting companies, and will help ensure that the Company has maximum flexibility in financing its operations,

implementing acquisitions, and achieving its stated objective of expanding its business. The exercise by the

board of its authority and the issuance of the preference shares will be subject at all times to the requirements of

the Companies Act and the JSE Listings Requirements.

SPECIAL RESOLUTION NUMBER 2: AMENDMENT TO THE MEMORANDUM OF

INCORPORATION

“It is resolved as a special resolution that, in accordance with section 16(1)(c) of the Companies Act, with effect

from the date on which this special resolution has been adopted and filed in accordance with the requirements of

section 16(9) of the Companies Act, the Company’s Memorandum of Incorporation be amended by -

2.1 the deletion of clause 6 “Constructive Notice” in its entirety;

55

The reason for and effect of this amendment is to align the provisions of the Company’s Memorandum of

Incorporation relating to the right to receive company documents or notices, with the provisions of

section 26 of the Companies Act;

2.2 subject to the passing of special resolution 1, the insertion of a new clause 8.1.2 as follows –

“8.1.2 100 000 000 preference shares which preference shares shall have the preferences, rights,

limitations and other terms to be determined by the Board from time to time, in accordance

with section 36(1)(d) of the Companies Act and subject to the JSE Listings Requirements.”

The reason for and effect of this amendment is to record the authorized preference shares in the

authorized share capital of the Company following their formation in compliance with the Companies

Act;

2.3 the deletion of clause 8.2.6 in its entirety and the insertion of a new clause 8.2.6 as follows –

“8.2.6 vary the preferences, rights, limitations or other terms of any issued Shares other than in

accordance with the remaining provisions of this Memorandum of Incorporation, the JSE

Listings Requirements and applicable law ";

The reason for and effect of this amendment is to provide that the board may only vary the preferences,

rights and limitations attached to shares in the Company’s issued share capital in accordance with the

other provisions of the Memorandum of Incorporation as well as the JSE Listings Requirements (as

required in terms of Section 10.5(d) of Schedule 10 of the JSE Listings Requirements);

2.4 the deletion of clause 8.6 in its entirety and the insertion of a new clause 8.6 as follows –

“8.6 Securities for which listing on the JSE is sought must be fully paid up and freely transferable

unless otherwise required by statute, which includes any foreign statute to which such

Securities may be subject from time to time; and Shares may only be issued within the classes

and to the extent that those Shares have been authorised by or in terms of this Memorandum of

Incorporation. Nothing in this Memorandum of Incorporation shall preclude persons from

entering into contractual arrangements in respect of restrictions relating to the transferability

of any Securities; provided that any such contracts and/or agreements shall not be binding on

or enforceable against the Company.";

The reason for and effect of this amendment is to clarify the restrictions placed on the issue and

transferability of shares in a manner which is common to USA reporting companies and to allow for

contractual restrictions on transferability;

2.5 replacement of any reference to “Shares” in clause 8.11 with a reference to “equity securities”, and the

insertion, after the first reference to “equity securities” of the words “(as defined in the JSE Listings

Requirements)”;

The reason for and effect of this amendment is to align clause 8.11 of the Memorandum of Incorporation

with the wording of Section 10.1 of Schedule 10 of the JSE Listings Requirements, which refers to

“equity securities”;

2.6 the deletion of clause 8.12 in its entirety;

The reason for and effect of this amendment is to streamline the Company's Memorandum of

Incorporation as the provisions of clause 8.12 serve to repeat the provisions of the Companies Act, which

will, notwithstanding the deletion of clause 8.12, continue to apply to the Company;

56

2.7 the deletion of clause 20.6.4 in its entirety;

The reason for and effect of this amendment is to align the provisions of the Company’s Memorandum of

Incorporation with the Companies Act and the JSE Listings Requirements;

2.8 the deletion of the words “(whether on a show of hands or on a poll)” from clause 20.23;

The reason for and effect of this amendment is to remove all references from the Company’s

Memorandum of Incorporation to voting by way of a show of hands;

2.9 the deletion of clause 22.1.1 in its entirety;



2.10 the deletion of clauses 22.3 and 22.4 in their entirety and the insertion of a new clause 22.4 as follows –

“22.3 At a meeting of Shareholders voting shall be by polling.”;




“22.4 Any Shareholder who is present at the meeting has the number of votes determined in

accordance with the voting rights associated with the Shares registered in the name of the

Shareholder in question.”;




“22.5 The chairperson of the meeting will not, in his capacity as chairperson, have a casting vote in

addition to any vote he may have by virtue of being a Shareholder.”;




The reason for and effect of this amendment is to provide that voting shall only be by way of a poll, as

opposed to a show of hands;


The reason for and effect of this amendment is to streamline the Company’s Memorandum of

Incorporation as the provisions of clause 26.7 serve to repeat the provisions of the Companies Act, which

will, notwithstanding the deletion of clause 26.7, continue to apply to the Company;

2.15 the deletion of clause 31 in its entirety and the insertion of a new clause 31 as follows –

“31 INDEMNIFICATION AND INSURANCE FOR DIRECTORS

31.1 For the purposes of this clause 31, a Director includes

31.1.1 a current or former Director and an alternate director;

31.1.2 a Prescribed Officer; and

57

31.1.3 a person who is a member of a committee of the Board,

irrespective of whether or not the person is also a member of the Board.

31.2 The Board may, on behalf of the Company, as contemplated in sections 78(4), 78(5)

and 78(7) of the Act,-

31.2.1 advance expenses to a Director to defend litigation in any proceedings arising

out of the Director’s service to the Company; and

31.2.2 directly or indirectly indemnify a Director for expenses contemplated in

31.2.1, irrespective of whether or not it has advanced those expenses, if the

proceedings

31.2.2.1 are abandoned or exculpate that Director; or

31.2.2.2 arise in respect of any liability for which the Company may

indemnify the Director, in terms of 31.2.3; and

31.2.3 indemnify a Director against any liability arising from the conduct of that

Director, other than a liability set out in section 78(6) of the Act;

31.2.4 purchase or pay for insurance to protect-

31.2.4.1 a Director against any liability or expense for which the Company

is permitted to indemnify the Director in accordance with 31.2.3;

31.2.4.2 the Company against any contingency, including

31.2.4.2.1 any expenses

31.2.4.2.1.1 that the Company is permitted to advance

in accordance with 31.2.1; or

31.2.4.2.1.2 for which the Company is permitted to

indemnify a Director in accordance with

31.2.2; or

31.2.4.2.2 any liability for which the Company is permitted to

indemnify a Director in accordance with 31.2.3,

and the authority of the Board in this regard is not limited or restricted by this

MOI.

31.3 The Company shall and is hereby obliged to indemnify each Director against (and

pay to each Director, on demand by that Director, the amount of) any Loss,

liability, damage, cost (including all legal costs reasonably incurred by the

Director in dealing with or defending any claim) or expense (“Loss”) which that

Director may suffer as a result of any act or omission of that Director in his

capacity as a Director, including serving as a director or officer of another entity at

the request or on behalf of the Company; provided that –

31.3.1 this indemnity shall not extend to any Loss –

31.3.1.1 against which the Company is not permitted to indemnify a

Director by section 78(6) of the Act; or

31.3.1.2 arising from any gross negligence or recklessness on the part of

that Director, or

58

31.3.1.3 arising from any loss of or damage to his reputation; or

31.3.1.4 in the event and to the extent that the Director has actually

recovered the amount of that Loss in terms of any insurance

policy taken out or paid for by the Company;

and Directors shall not be entitled to recover the Losses referred to in this

article 31.3.1 from the Company. All losses other than those referred to in this

31.3.1 are referred to herein as “Indemnified Losses”;

31.3.2 each Director's right to be indemnified by the Company in terms of this article

31 shall exist automatically upon his/her becoming a Director and shall

endure even after he/she ceases to be a Director until he/she can no longer

suffer or incur any Indemnified Loss;

31.3.3 to the extent that any Indemnified Loss consists of or arises from a claim or

potential claim that the Company might otherwise have had against the

Director, then the effect of this indemnity shall be to prevent the Company

from making such claim against the Director, who shall be immune to such

claim, and such claim shall therefore be deemed not to arise;

31.3.4 if this article 31 is amended at any time, no such amendment shall detract

from the rights of the Directors in terms of this article in respect of any period

prior to the date on which the resolution effecting such amendment is adopted

by the Shareholders;

31.3.5 all provisions of this article 31.3 are, notwithstanding the manner in which

they have been grouped together or linked grammatically, severable from each

other. Any provision of this article 31.3 which is or becomes unenforceable,

whether due to voidness, invalidity, illegality, unlawfulness or for any other

reason whatever, shall, only to the extent that it is so unenforceable, be treated

as pro non scripto and the remaining provisions of this agreement shall

remain of full force and effect;

31.3.6 this indemnity shall not detract from any separate indemnity that the Company

may Sign in favour of the Director.".

The reason for and effect of this amendment is to expand the provisions relating to the Company’s ability

to, and extent to which it can, indemnify directors against liability, in order to align the provisions of the

Company’s Memorandum of Incorporation with the Companies Act.

The approval of at least 75% of the voting rights exercised in relation to special resolution 2 at the general

meeting is required in order for special resolution 2 to be approved.

The reason for and effect of special resolution 2 is to allow for the amendment of the Company's Memorandum

of Incorporation in order to create a new class of preference shares in the Company and bring it in line with the

constitutional documents of companies listed on the New York Stock Exchange, in order to facilitate the

American Depository Receipt programme, whilst remaining in compliance with the provisions of the

Companies Act and the JSE Listings Requirements.

ORDINARY RESOLUTION NUMBER 1: SPECIFIC ISSUE OF SHARES FOR CASH

“Resolved that the board of the Company be and is hereby authorized to allot and issue up to a maximum of 110

million ordinary shares in the share capital of the Company on the terms and conditions more specifically dealt

with in the circular to which this notice of general meeting is attached and in accordance with the JSE Listings

Requirements.”

59

In order for ordinary resolution 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, excluding any parties and their associates

participating in the specific issue for cash, is required to pass this resolution.

ORDINARY RESOLUTION NUMBER 2: UNISSUED ORDINARY SHARES

“Resolved that, subject to ordinary resolution 1 being adopted, the authorized and unissued ordinary share

capital of the Company be and is hereby placed under the control of the directors of the Company, which

directors are, subject to the rules and regulations of the JSE Limited and the provisions of the Companies Act,

authorized to allot and issue any of such shares at such time or times, to such person or persons, and upon such

terms and conditions as they may determine in order to give effect to ordinary resolution 1 above.”

In order for ordinary resolution 2 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.

ORDINARY RESOLUTION NUMBER 3: DIRECTOR’S AUTHORITY

“Resolved that any member of the board of the Company or the Company Secretary be and is hereby authorized

to sign all such documents and do all such things as may be necessary for or incidental to the implementation of

special resolutions 1 and 2 and ordinary resolutions 1 and 2.”

In order for ordinary resolution 3 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.

QUORUM

A quorum for the purposes of considering the resolutions above shall consist of three shareholders of the

Company personally present (and if the shareholder is a body corporate, it must be represented) and entitled to

vote at the general meeting. In addition, a quorum shall comprise 25% of all voting rights entitled to be

exercised by shareholders in respect of the resolutions above.

The date on which shareholders must be recorded as such in the register maintained by the transfer secretaries,

Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001, (PO Box

61051, Marshalltown, 2001), for the purposes of being entitled to attend, participate in and vote at the general

meeting is Friday, 26 July 2013.

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 MiX Telematics shareholder holding certificated shares

who cannot attend the general meeting but who wishes to be represented thereat. Forms of proxy may also be

obtained on request from the Company’s registered office. The completed form of proxy must be deposited at or

posted to the office of the transfer secretaries, Computershare Investor Services (Proprietary) Limited,

70 Marshall Street, Johannesburg, 2001, Republic of South Africa (PO Box 61051, Marshalltown, 2001) to be

received by not later than 11h00 on Tuesday, 30 July 2013. Any shareholder who completes and lodges a form

of proxy will nevertheless be entitled to attend and vote in person at the general meeting should the shareholder

subsequently decide to do so.

Attached to the proxy form is an extract of Section 58 of the Companies Act, to which shareholders are referred.

Shareholders who have already dematerialized their shares through a CSDP or broker and who wish to attend

the general meeting must instruct their CSDP or broker to issue them with the necessary letter of representation

to attend.

60

Dematerialized shareholders, who have elected “own–name” registration in the sub-register through a CSDP

and who are unable to attend but who wish to vote at the general meeting must complete and return the attached

form of proxy and lodge it with the transfer secretaries, Computershare Investor Services (Proprietary) Limited,

70 Marshall Street, Johannesburg, 2001, Republic of South Africa (PO Box 61051, Marshalltown, 2001) to be

received by no later than 11h00 on Tuesday, 30 July 2013.

All beneficial owners whose shares have been dematerialized through a CSDP or broker other than with “own–

name” registration, must provide the CSDP or broker with their voting instructions in terms of their custody

agreement should they wish to vote at the general meeting. Alternatively, they may request the CSDP or broker

to provide them with a letter of representation, in terms of their custody agreements, should they wish to attend

the general meeting. Such shareholder must not complete the attached form of proxy.

In terms of section 63(1) meeting participants will be required to provide identification to the reasonable

satisfaction of the Chairman of the general meeting and the Chairman must be reasonably satisfied that the right

of any person to participate in and vote (whether as a shareholder or as a proxy for a shareholder) has been

reasonably verified.

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 general meeting via the teleconference facility will be required to

advise the Company thereof by no later than 11h00 on Tuesday, 30 July 2013 by submitting, by email to the

Company Secretary, Java Capital Trustees and Sponsors Proprietary Limited at [email protected],

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 dematerialized

shareholders) written confirmation from the shareholder’s CSDP confirming the shareholder’s title to the

dematerialized shares. Alternatively, the Company Secretary can be contacted at +27 11 283 0098 for any

alternate arrangements. 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 general meeting.

Shareholders who wish to participate in the general meeting by phoning in must note that they will not be able

to vote during the general meeting. Such shareholders, should they wish to have their vote counted at the general

meeting, must, to the extent applicable:

(i) complete the form of proxy; or

(ii) contact their CSDP or stockbroker,

in both instances, as set out above.

By order of the board


Registered office

Matrix Corner

Howick Close

Waterfall Park

Midrand

1686

61






Directors

S Joselowitz (CEO)#

R Botha#

T Buzer#

M Pydigadu#

H Scott#

C Tasker#

R Bruyns∞+

E Banda∞

H Brody*

C Ewing∞

R Frew

R Shough#

A Welton∞

+ Chairman


∞ Independent


FORM OF PROXY

Where appropriate and applicable the terms defined in the circular to which this form of proxy is attached and forms part of bear the same meanings in this form of proxy. For use by shareholders of MiX Telematics holding certificated shares and/or dematerialized shareholders who have elected “own-name” registration, nominee companies of CSDPs and brokers’ nominee companies, registered as such at the close of business on Friday, 26 July 2013 (the “voting record date”), at the general meeting to be held at the offices of MiX Telematics, being Matrix Corner, Howick Close, Waterfall Park, Midrand, 1686, at 11h00 on Thursday, 1 August 2013 (the “general meeting”) or any postponement or adjournment thereof. If you are a dematerialized shareholder, other than with “own–name” registration, do not use this form. Dematerialized shareholders, other than with “own–name” registration, should provide instructions to their appointed Central Securities Depository Participant (“CSDP”) or broker in the form as stipulated in the agreement entered into between the shareholder and the CSDP or broker.

62

I/We (FULL NAME IN BLOCK LETTERS PLEASE)

of (ADDRESS)

being the holder/s of MiX Telematics shares hereby

appoint:

1. or failing him/her,

2. or failing him/her,

3. the Chairman of the general meeting,

as my/our proxy to attend and speak and to vote for me/us and on my/our behalf at the general meeting and at any adjournment or postponement thereof, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed at the general meeting, and to vote on the resolutions in respect of the ordinary shares registered in my/our name(s), in the following manner (see note 1):

Number of votes

Shares

*For *Against *Abstain

Special resolution number 1 – increase

in share capital

Special resolution number 2 –

Amendment to the Company’s

Memorandum of Incorporation

Ordinary resolution number 1 – Specific

issue of shares for cash

Ordinary resolution number 2 –

Unissued ordinary shares placed under

control of directors

Ordinary resolution number 3 –

Directors’ authority

* One vote per share held by MiX Telematics shareholders recorded in the register on the voting record

date. * Mark “for”, “against” or “abstain” as required. If no options are marked the proxy will be entitled to vote

as he/she thinks fit. Unless otherwise instructed, my/our proxy may vote or abstain from voting as he/she thinks fit.

Signed this day of 2013

Signature

Assisted by me (where applicable)

(State capacity and full name)

A shareholder entitled to attend and vote at the general meeting is entitled to appoint a proxy to attend, vote and speak in his/her stead. A proxy need not be a member 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 general meeting. Forms of proxy must be deposited at Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001, Republic of South Africa, or posted to PO Box 61051, Marshalltown, 2001 so as to arrive by no later than 11h00 on Tuesday, 30 July 2013.

Please read the notes on the reverse side hereof.

63

Notes:

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, 70 Marshall Street, Johannesburg,

2001, Republic of South Africa, in order to vote at the general meeting being Friday, 26 July 2013, and

who wish to appoint another person to represent them at the general meeting.

2. Certificated shareholders wishing to attend the 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 proxy form, 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 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 general meeting”. The

person whose name stands first on the form of proxy and who is present at the 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 meeting; or (iii) the resolution listed in the

proxy form is modified or amended, the shareholder will be deemed to authorize the Chairman of the

general meeting, if the Chairman is the authorized proxy, to vote in favour of the resolutions at the

general meeting, or any other proxy to vote or to abstain from voting at the general meeting as he/she

deems fit, in respect of all the shareholder’s votes exercisable thereat. If however the shareholder 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, Republic of South Africa or posted to PO Box 61051,

Marshalltown, 2001 so as to be received by not later than 11h00 on Tuesday, 30 July 2013.

7. The completion and lodgement of this form of proxy will not preclude the relevant shareholder from

attending the 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 state 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 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

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:

12.1 any one holder may sign the form of proxy; and

64

12.2 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.

13. If duly authorized, 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 meeting by giving written notice of

the appointment of that representative. This notice will not be effective at the 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, to reach the Company by no later than 11h00 on Tuesday,

30 July 2013.

14. This form of proxy may be used at any adjournment or postponement of the 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.

65

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

66

(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) Subsection (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.”