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Results of scheme meeting

Published: 2024-02-28 18:30:24 ET
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MiX TELEMATICS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/013858/06)
JSE share code: MIX ISIN: ZAE000125316
NYSE share code: MIXT
LEI Code: 529900S6HHR7CK7BU646
(“MiX Telematics” or “the Company”)


RESULTS OF SCHEME MEETING


Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings
ascribed thereto in the joint firm intention announcement published by MiX Telematics and PowerFleet, Inc.
(“PowerFleet”) on SENS on 10 October 2023.

Shareholders are referred to the various announcements relating to the Proposed Transaction, the last of which was
published on SENS on 27 February 2024.

MiX Telematics shareholders are advised that at the scheme meeting of the Company convened on Wednesday,
28 February 2024 (in terms of the notice of scheme meeting posted to shareholders on Tuesday, 30 January 2024) all of
the resolutions tabled thereat were passed by the requisite majority of MiX Telematics shareholders.

Details of the results of voting at the scheme meeting are as follows:
- total number of MiX Telematics shares in issue as at the date of the scheme meeting: 607 837 362;
- total number of MiX Telematics shares that could have been voted at the scheme meeting, excluding treasury shares:
   554 020 612; and
- total number of MiX Telematics shares that were present/represented at the scheme meeting: 537 643 828, being
   88.45% of the total number of MiX Telematics shares in issue and 97.04% of MiX Telematics shares that could have
   been voted at the scheme meeting.
Special resolution number 1 - Approval of the scheme in terms of sections 114(1) and 115(2)(a) of the Companies Act

 Shares voted*                   For                              Against                  Abstentions^
 537 589 153, being 88.44%       532 757 203, being 99.10%        4 831 950, being 0.90%   54 675, being 0.01%

Special resolution number 2 - Revocation of special resolution number 1 if the scheme is not implemented

 Shares voted*                   For                              Against                  Abstentions^
 537 579 178, being 88.44%       532 736 428, being 99.10%        4 842 750, being 0.90%   64 650, being 0.01%

Ordinary resolution 1 - Authority for the board to issue a termination notice

 Shares voted*                   For                              Against                  Abstentions^
 537 569 503, being 88.44%       532 753 628, being 99.10%        4 815 875, being 0.90%   74 325, being 0.01%

Ordinary resolution 2 - Authority to give effect to resolutions

 Shares voted*                   For                              Against                  Abstentions^
 537 568 003, being 88.44%       532 762 103, being 99.11%        4 805 900, being 0.89%   75 825, being 0.01%

* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue
MiX Telematics shareholders should note that the Scheme remains subject to the fulfilment or waiver, as applicable, of
the outstanding Scheme Conditions, as set out in the Scheme Circular. The outstanding Scheme Conditions are expected
to be fulfilled by 15 March 2024 which would allow for the Scheme to be implemented on or about 2 April 2024.
Shareholders will be provided with a further update regarding the fulfilment or waiver, as the case may be, of all of the
Scheme Conditions via SENS in due course.

RESPONSIBILITY STATEMENT

The Independent Board and the MiX Telematics board (to the extent that the information relates to MiX Telematics)
collectively and individually accept responsibility for the information contained in this announcement and certify that, to
the best of their knowledge and belief, the information contained in this announcement relating to MiX Telematics is true
and this announcement does not omit anything that is likely to affect the importance of such information.

The board of directors of PowerFleet (to the extent that the information relates to PowerFleet) collectively and individually
accept responsibility for the information contained in this announcement and certify that to the best of their knowledge
and belief, the information contained in this announcement relating to PowerFleet is true and this announcement does not
omit anything that is likely to affect the importance of such information.

28 February 2024


Corporate advisor and sponsor to MiX Telematics
Java Capital


U.S. legal advisors to MiX Telematics

DLA Piper

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U.S. financial advisor to MiX Telematics

Raymond James Financial, Inc.

U.S. legal advisors to PowerFleet

Olshan Frome Wolosky

SA legal advisors to PowerFleet

Webber Wentz