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
(“MiX Telematics” or the “Company”)


CHANGES TO THE BOARD OF DIRECTORS


As part of a long-term strategy for asset diversification and estate planning purposes, Robin Frew intends entering
into a share trade plan as contemplated in Rule 10b5-1 under the U.S. Securities Exchange Act of 1934 in order
to dispose of up to 520 000 American Depositary Shares (“ADSs”), each representing 25 ordinary shares of MiX
Telematics. Under the share trade plan, Mr. Frew would appoint a broker to sell a pre-determined number of ADSs
on the New York Stock Exchange (“NYSE”) at pre-determined prices during a period that would begin after the
expiration of a cooling off period. The share trade plan would be structured such that Mr. Frew would not retain
any discretion over whether or when, or at what prices, any sales of ADSs would be made.

Although share trade plans are a well-accepted mechanism in the U.S. market for managing the sale of shares of
directors of U.S. listed companies, such director share realization plans are not catered for under the Johannesburg
Stock Exchange (“JSE”) Listings Requirements and the implementation of such a plan requires a dispensation to
be obtained from the JSE given that it may result in the disposal of shares by the appointed broker during a closed
period (as contemplated by the JSE Listings Requirements).

Having regard to a previous favorable dispensation granted by the JSE, surprisingly the JSE declined to grant the
dispensation in respect of Mr. Frew’s share trade plan. This notwithstanding that trades would be effected only on
the NYSE (which accounts for in excess of 90% of volume of Company shares traded) and that Mr. Frew would
have no discretion in respect of the trades effected under the share trade plan. The JSE position was unexpected,
taking into account the various representations made to the JSE by the Company that the implementation of the
share trade plan would be in the best interests of the Company and its shareholders.

To enable Mr. Frew to proceed with his asset diversification objectives on a basis that will avoid Mr. Frew being
placed in a position whereby the implementation of the share trade plan may result in a breach of the JSE Listings
Requirements, Mr. Frew has regretfully, albeit understandably, resigned as non-executive director and chairman
of the Company with effect from November 2, 2022.

Recognizing that the sole reason for Mr. Frew’s resignation is to avoid a regulatory disconnect between what is
permitted under the SEC rules and the JSE Listings Requirements, Mr. Frew has expressed a willingness to re-
join the Board. The Company will give full consideration to invite Mr. Frew to re-join the Board once this
regulatory constraint imposed by the JSE ceases to impact Mr. Frew’s objectives in implementing the share trade
plan.

In announcing his plans, Mr. Frew said: “My intention was and remains to give effect to my and our family’s
estate planning and investment diversification objectives through a managed and responsible disposal of a small
portion of our family’s investment in MiX Telematics and on a basis that would avoid any negative impact on the
Company or disruption of my non-executive role. Mix Telematics has excellent growth prospects, and our family
remains fully committed to its investment. At the conclusion of this process, I, together with my associates, will
retain around 85% of our current MiX Telematics holdings and will remain one of the Company’s largest
shareholders. Once the regulatory constraints that have necessitated my unexpected resignation have been
resolved, if invited to do so, I will be thrilled to rejoin the Board.”

Shareholders are advised that the Board has appointed current independent non-executive director, Ian Jacobs, as
chairman of MiX Telematics with effect from November 3, 2022.

Commenting on his appointment, Mr. Jacobs stated: “As a shareholder and current Board member, I look forward
to helping guide the organization as chairman. With record organic subscriber growth reported in our fiscal second
quarter results and a disciplined M&A strategy in place, I remain highly confident in the Company’s growth
trajectory. This, combined with our commitment to improving operating margins and cash generation through
ongoing cost saving initiatives, gives me the utmost confidence in our leadership team’s ability to meet our long-
term financial targets and increase shareholder value.”

November 3, 2022



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