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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.
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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.
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CORPORATE INFORMATION
Registered office of MiX Telematics South African corporate advisor to MiX
Telematics
MiX Telematics Limited
(Registration number 1995/013858/06)
Matrix Corner
Howick Close
Waterfall Park
Midrand
1686
(PO Box 12326, Vorna Valley, 1686)
Java Capital Proprietary Limited
(Registration number 2002/031862/07)
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
(Registration number 2006/005780/07)
2 Arnold Road
Rosebank
Johannesburg
2196
(PO Box 2087, Parklands, 2121)
Werksmans Inc.
(Registration number 1990/007215/21)
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.
(Registration number 1998/012055/21)
2 Eglin Road
Sunninghill
2157
(Private Bag X36, Sunninghill, 2157)
Computershare Investor Services Proprietary Limited
(Registration number 2004/00364/07)
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
(Registration number 1962/000738/06)
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
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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
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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
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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.
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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.
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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;
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“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;
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“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.
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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
(“MiX Telematics” or “the Company”)
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.
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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.
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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.
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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
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
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
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
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
MiX Telematics Limited
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)
Business address: Matrix Corner, Howick Close, Waterfall Park,
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)
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Qualifications: CA(SA)
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Position: Non-executive Director
Qualifications: CA(SA)
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Position: Non-executive Director
Qualifications: BCom LLB
Business address: Matrix Corner, Howick Close, Waterfall Park,
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)
Position: Non-executive Director
Qualifications: BBus Sci, BCompt (Hons)
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Position: Non-executive Director
Qualifications: CA(SA) HDipBDP, CIA
Business address: Matrix Corner, Howick Close, Waterfall Park,
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
Position: Non-executive Director
Qualifications: CA(SA), MBL (Unisa)
Business address: Matrix Corner, Howick Close, Waterfall Park,
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)
Business address: Matrix Corner, Howick Close, Waterfall Park,
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].
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
MiX Telematics Limited
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
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”)
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
# Executive director
∞ Independent
* F Roji alternate director to H Brody
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;
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;
2.10 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.”;
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;
2.11 the deletion of clause 22.5 in its entirety and the insertion of a new clause 22.5 as follows –
“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.”;
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;
2.12 the deletion of clause 22.6 in its entirety and the insertion of a new clause 22.5 as follows –
“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 remove all references from the Company’s
Memorandum of Incorporation to voting by way of a show of hands;
2.13 the deletion of clause 22.7 in its entirety;
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;
2.14 the deletion of clause 26.7 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 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
MiX Telematics Limited
Registered office
Matrix Corner
Howick Close
Waterfall Park
Midrand
1686
61
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”)
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
# Executive director
∞ Independent
* F Roji alternate director to H Brody
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
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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
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(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.”