MiX Telematics Ltd (Form: 8-K, Received: 11/21/2022 10:31:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 21, 2022 (November 15, 2022)

MIX TELEMATICS LIMITED

(Exact Name of Registrant as Specified in its Charter)

Republic of South Africa

001-36027

Not Applicable

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

750 Park of Commerce Blvd

Suite 100

Boca Raton

Florida

33487

(887)

585-1088

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing 25 Ordinary Shares, no par value

MIXT

New York Stock Exchange

Ordinary Shares, no par value

New York Stock Exchange (for listing purposes only)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On November 15, 2022, Standard Bank of South Africa Limited (the “Bank”) and MiX Telematics Limited (the “Company”) concluded the second amendment (the “Second Amendment”) to the facility letter, dated February 21, 2018 (the “Facility Letter”), as amended on January 24, 2020 (the “First Amendment”).

The Second Amendment entitles the Company to utilize a maximum amount of R70 000 000.00 (seventy million Rand) of the Maximum Aggregate Limit of the Working Capital Facility in the form of a customer foreign currency account overdraft facility (the “CFC Overdraft Facility”). All other facilities under the Facility Letter were replaced by the CFC Overdraft Facility. The CFC Overdraft Facility has no fixed renewal date and is repayable on demand. The CFC Overdraft Facility bears interest at the

Bank’s Prime rate less 1.2% per annum.

On November 19, 2022, in connection with the Second Amendment, the Bank issued a security release letter (the “Security Release Letter”) which terminated the suretyship and cession of claims agreement, dated on or about March 7, 2013 (the “Original Suretyship Agreement”), which secured the Company’s indebtedness to the Bank and provided for the cession of certain claims to the Bank. The Security Release Letter provides that the Original Suretyship Agreement, signed by the Company and its subsidiaries, MiX Telematics Africa and MiX Telematics International Proprietary Limited (“MiX Telematics International”), is to be replaced by a new suretyship agreement (in a form and substance acceptable to the Bank), to be signed by the Company and MiX Telematics International (collectively, the “MiX Telematics Parties”). The Security Release Letter also provides that the Bank’s claims to any security furnished by the MiX Telematics Parties under the Original Suretyship Agreement would be released once the new suretyship agreement was entered into.

On November 15, 2022, in connection with the Security Release Letter, the Bank and the MiX Telematics Parties concluded the new suretyship agreement (the “Replacement Suretyship Agreement”) which, among other things, binds the MiX Telematics Parties as sureties and co-principal debtors for the payment, when due, of all the present and future debts of any kind of the MiX Telematics Parties to the Bank.

The foregoing summaries of the Second Amendment, the Security Release Letter, and the Replacement Suretyship Agreement are qualified in their entirety by reference to the documents attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated by reference herein. Capitalized terms not otherwise defined in this section shall have the meaning given to them in the Facility Letter, the First Amendment, the Second Amendment, the Security Release Letter and the Replacement Suretyship Agreement, as applicable.

Item 1.02. Termination of a Material Definitive Agreement

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Original Suretyship Agreement is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description of Exhibit
10.1						Second Amendment to the Facility Letter between the Company and the Bank, as lender.
10.2						Security Release Letter relating to the Facility Letter by and be tween the Company, MiX Telematics Africa, MiX Telematics International, and the Bank.
10.3						Suretyship Agreement relating to the Facility Letter by and among the MiX Telematics Parties and the Bank.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIX TELEMATICS LIMITED

By: /s/ Paul Dell

Name: Paul Dell

Title: Vice President and Chief Financial Officer

Date: November 21, 2022

PRIVATE AND CONFIDENTIAL

The Directors

Mix Telematics Limited

PRIVATE AND CONFIDENTIAL

The Directors

MiX Telematics Limited

Matrix Corner

Howick Close

Waterfall Park

Midrand

1682

Attention: Paul Dell


Date	Direct telephone number	In reply please quote our reference
05 October 2022	(011) 721-5872	M Napo/ S Maharaj/ M Mashabela/ st

Dear Sirs

SECOND AMENDMENT TO EXISTING FACILITY LETTER

1.We, The Standard Bank of South Africa Limited (Registration Number 1962/000738/06) ("the Bank") refer to the facility letter from the Bank to Mix Telematics Limited (Registration Number: 1995/013858/06) ("the Customer") dated 21 February 2018, as amended, varied or supplemented from time to time ("the Facility Letter"). The Bank and the Customer (hereinafter collectively referred to as "the Parties") wish to amend the provisions of the Facility Letter as set out in this second amendment letter ("Second Amendment Letter").

2.Any definitions contained in the Facility Letter, shall apply mutatis mutandis to the provisions of this Second Amendment Letter unless the context indicates otherwise.

3.The amendments contained in this Second Amendment Letter which are, in the opinion of the Bank, for the benefit of the Customer, shall only become of force and effect upon the fulfilment to the satisfaction of the Bank of the following conditions precedent:

3.1.that together with this Second Amendment Letter, the Bank is furnished with a certified copy/ies of the supporting resolution/s in relation to this Second Amendment Letter along the lines of the enclosed specimen/s or in a format otherwise acceptable to the Bank;

3.2.that the Bank is satisfied that the borrowing powers of the Customer, each of the security providers and Additional Parties as provided for in their memorandum of incorporation or equivalent constitutional documents are unlimited, or alternatively that the Facilities are within the amount authorised by the Customer, each of the security providers and each of the Additional Parties in terms of their borrowing powers.

4.To the extent that the Bank allows the Customer to utilise the Facilities prior to the fulfilment of any or all the conditions precedent, the Customer shall be obliged to ensure that such conditions are fulfilled upon the Bank requiring the Customer to do so ("the Deferred Conditions").

5.The conditions precedent in paragraph 3 above is/are for the benefit of the Bank, which may waive any of the said conditions precedent in its sole discretion.

6.Subject to paragraph 4, with respect to any increase to Limit/s, the limit/s previously in place shall be applicable until such time as the said conditions precedent have been fulfilled, waived or become Deferred Conditions.

7.Upon the acceptance of this Second Amendment Letter by the Customer, each of the security providers and Additional Parties, and, in the case only of amendments which are, in the opinion of the Bank, for the benefit of the Customer, the fulfilment and/or waiver of the above conditions precedent, the Facility Letter shall be amended with effect from date of signature hereto ("the Effective Date"), by:

Standard Bank Centre 30 Baker Street Rosebank 2196 / PO Box 61690 Marshalltown 2107 South Africa / standardbank.co.za

Tel. Switchboard: +27 (0)11 721 9000


INITIALS

The Standard Bank of South Africa Limited (Reg. No. 1962/000738/06) Authorised financial services provider and registered credit provider (NCRCP15)

Directors: NMC Nyembezi (Chairman)   L Fuzile* (Chief Executive)   PLH Cook   A Daehnke*
GJ Fraser-Moleketi   Xueqing Guan1   GMB Kennealy  BJ Kruger  Li Li1   JH Maree
NNA Matyumza  KD Moroka   ML Oduor-Otieno2   ANA Peterside CON3   MJD Ruck
SK Tshabalala*   JM Vice

Company Secretary: Z Stephen - 2022/06/06

*Executive Director 1Chinese 2Kenyan 3Nigerian

Page 2 of 3

7.1.deleting the table of Limits in paragraph 1 of the Facility Letter and replacing it with the following table:

"1. The Facilities


Nature of Facility			"Maximum Aggregate Limit"/ "Limit/s"
Customer Foreign Currency Account Overdraft Facility for use by Mix Telematics International Proprietary Limited (Registration Number: 1963/006970/07) (“Mix Telematics International”) (subject to paragraph 4.5 below)			R 70 000 000

All amounts outstanding in excess of the above Maximum Aggregate Limits will become immediately due and payable on the Effective Date."

7.2.the deletion of paragraph 4.5 in its entirety and replacing it with a new paragraph 4.5 in the Facility Letter:

"4.5. Customer Foreign Currency Account Overdraft Facility

4.5.1 Without prejudice to any of the Bank’s rights under paragraph 2 of Appendix A,
Mix Telematics International shall be entitled to utilise a maximum amount of R70 000 000.00 (seventy million Rand) of the Maximum Aggregate Limit of the Working Capital Facility in the form of a customer foreign currency account overdraft facility (“CFC Overdraft Facility”).

4.5.2 Mix Telematics International, whose domicilium address is: Blaauwklip Office Park 2, Corner Strand and Webersvallei Road, Stellenbosch, 7600, acknowledges that its utilisation of the CFC Overdraft Facility must at all times be in accordance with the provisions of sections E(B)(ii) and I.3 (C) of the Currency and Exchange Manual for Authorised Dealers of the South African Reserve Bank, as amended from time to time, and/or any applicable law, regulation and or policy pertaining thereto."

8.Save for the amendments referred to herein, the Facility Letter shall be unaltered and continues to be of full force and effect.

9.In the event of any ambiguity arising or conflict existing between the provisions of this Second Amendment Letter and the provisions of the Facility Letter, the provisions of this Second Amendment Letter shall prevail.

10.This Second Amendment Letter, once signed by the Parties, together with the Facility Letter, constitutes the whole agreement between the Parties in relation to the subject matter hereof and no variation or addition hereto, nor any consensual cancellation of the terms and conditions of this Second Amendment Letter shall be of any force or effect unless reduced to writing and signed by the Parties.

11.This Second Amendment Letter may be signed by the signatories hereto in counterparts and each signed copy shall together constitute one document.

12.Each provision of this Second Amendment Letter is severable, the one from the other and, if at any time any provision is or becomes or is found to be illegal, invalid, defective or unenforceable for any reason by any competent court, the remaining provisions shall be of full force and effect and shall continue to be of full force and effect.

13.To indicate your acceptance of the aforegoing, kindly initial each page of the attached duplicate of this Second Amendment Letter (including any appendices hereto), sign the acknowledgement on the final page of this Second Amendment Letter and return same to the Bank on or before, 15 November 2022, when the offer to amend the Facility Letter as contained in this Second Amendment Letter expires ("the Expiry Date"). This Amendment Letter shall be of no force and effect unless and until it is signed by the Parties on or before the Expiry Date.

Yours faithfully

Signature: ________________________

Name: Mpho Napo

Designation: Client Coverage Manager


INITIALS

Page 3 of 3

TERMS AND CONDITIONS ACCEPTED

SIGNED AT _____________________________ ON _________________________ 2022.

For: Mix Telematics Limited (Registration Number: 1995/013858/06)

_______________________________________________

Duly authorised hereto

Name: __________________________________

Designation: __________________________________

SIGNED AT _____________________________ ON _________________________ 2022.

For: Mix Telematics Limited (Registration Number: 1995/013858/06)

_______________________________________________

Duly authorised hereto

Name: __________________________________

Designation: __________________________________

TERMS AND CONDITIONS ACCEPTED

SIGNED AT _____________________________ ON _________________________ 2022.

For: Mix Telematics International Proprietary Limited (Registration Number: 1963/006970/07)

_______________________________________________

Duly authorised hereto

Name: __________________________________

Designation: __________________________________

SIGNED AT _____________________________ ON _________________________ 2022.

For: Mix Telematics International Proprietary Limited (Registration Number: 1963/006970/07)

_______________________________________________

Duly authorised hereto

Name: __________________________________

Designation: __________________________________


INITIALS


INITIALS

Standard Bank Centre 30 Baker Street Rosebank 2196 / PO Box 61690 Marshalltown 2107 South Africa / standardbank.co.za

Tel. Switchboard: +27 (0)11 721 9000


INITIALS

PRIVATE AND CONFIDENTIAL

The Directors

MiX Telematics Limited

Waterfall Office Park

Unit 8 Howick Close

Midrand

1685

Attention: Daniel Reichenberg


Date	Direct telephone number	In reply please quote our reference
18 November 2022	(011) 721-5872	M Napo/ R Moodley/M Mashabela

RELEASE OF SECURITY

1.The Standard Bank of South Africa Limited (Registration Number: 1962/000738/06) (the Bank) confirms that it is agreeable to amending to the following transactions: (a) the facility letter dated 21 February 2018 (as amended, varied or novated from time to time) (the Facility Letter) entered into between itself and MiX Telematics Limited (Registration Number: 1995/013858/06) (the Customer) in terms of which Facility Letter the Bank provides certain banking facilities to the Customer; and (b) the suretyship and cession of claims securing the Customer’s indebtedness (among other parties) to the Bank and signed by the Customer, MiX Telematics Africa (Registration Number: 2004/019797/07) and MiX Telematics International Proprietary Limited (Registration Number: 1963/006970/07) (MiX Telematics International) on or about 7 March 2013 (the Suretyship and Cession of Claims).

2.The nature of the amendments are as follows:

2.1 In terms of the Facility Letter, the Bank will provide to the Customer a Customer Foreign Currency Account Overdraft Facility with a maximum aggregate limit of R70 000 000 (seventy million Rand);

2.2 the Suretyship and Cession of Claims will be terminated and has been replaced with a new suretyship (in form and substance acceptable to the Bank) to be signed by the Customer and MiX Telematics in favour of the Bank;

2.3 in order to attain the pari passu principle vis-à-vis the Bank and any other present or future financial services providers of the Customer, any other security which the Customer has furnished to the Bank, including (a) a cession of book debts, for an unlimited amount, by MiX Telematics International; and (b) a cession of book debts, for an unlimited amount, by the Customer shall be released upon the signature of the new suretyship; and

2.4 the Customer will ensure that its obligations and liabilities towards the Bank at all times rank at least pari passu with all its other present and future obligations of the same type with any other financial institution.

3. Kindly confirm your acceptance of the terms and conditions of this letter by signing and returning a copy to the Bank.

Yours faithfully

____________________________

Raven Moodley

SA Head: Telecoms, Media & Technology

Suretyship

("the/this suretyship")

1 Giving of suretyship

1.1 We, Mix Telematics Limited (Registration Number: 1995/013858/06) and Mix Telematics International Proprietary Limited (Registration Number: 1963/006970/07), bind ourselves as surety(ies) and co-principal debtor(s) for the payment when due of all the present and future debts of any kind ("the Debts") of Mix Telematics Limited (Registration Number: 1995/013858/06) and Mix Telematics International Proprietary Limited (Registration Number: 1963/006970/07) (hereinafter collectively referred to as, "the Debtors" and individually, “the Debtor”) to The Standard Bank of South Africa Limited (Registration Number: 1962/000738/06) ("the Bank"), or to anyone who takes transfer of the Bank's rights under this suretyship.

1.2 On or about 7 March 2013, we and the Bank entered into a suretyship and cession of claims (“Suretyship and Cession of Claims”).

1.3 We and the Bank hereby agree to amend and restate the said Suretyship and Cession of Claims by deleting any reference to ‘cession of claims’ provided for in that document subject to the terms and conditions of this suretyship.

2 Debts covered by suretyship

The Debts include, but are not limited to, debts incurred by the Debtors:

2.1 as surety for another's debts;

2.2 as a result of the transfer of rights; or

2.3 the substitution of a debt for another debt.

3 Bank may take legal proceedings against us before recovering what it can from the Debtor

As we are also bound as co-principal debtors, we acknowledge that if any Debtor does not pay any of the Debts when they become due and payable, the Bank may, subject to any limitation in 7, recover all or part of the Debts from us without first trying to recover them from such Debtor.

4 Multiple sureties

4.1 This suretyship applies to us individually and to any combination of us together (joint and several liability).

4.2 This is so even if any other person who was expected to sign this or any other suretyship as a surety for part or all of the Debts –

4.2.1 does not sign; or

4.2.2 is released as a surety; or

4.2.3 is found not to be bound as a surety.

5 Multiple debtors

Should there be more than one debtor, each of the debtors which is or becomes indebted to the Bank will be the Debtor under this suretyship.

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6 Partnerships

If at any time a surety or the Debtor comprises the partners of a partnership:

6.1 and the partnership is dissolved, the surety or the Debtor for purposes of this suretyship will be –

6.1.1 the partners in that capacity of any partnership which takes over all or a substantial portion of the assets and liabilities and /or the business of the dissolved partnership, and

6.1.2 the trustee or liquidator of the assets and liabilities of the dissolved partnership while it is being wound up or liquidated.

7 Recoverability of capital, interest and costs

7.1 The total amount of the Debts which the Bank may recover from us under this suretyship is unlimited and includes all unpaid interest.

7.2 The Bank may recover from us all costs, taxes and commissions, including reasonable legal costs as between attorney and own client, incurred by the Bank in any legal proceedings against us or against the Debtor for the payment of any or all of the Debts.

8 Events which do not affect my/our liability

8.1 Our liability under this suretyship will not be affected by any –

8.1.1 loan or other facilities the Bank may grant to the Debtor;

8.1.2 renewal, change or withdrawal of any facilities granted by the Bank to the Debtor (including, without limitation, any increase in the limit of such facilities);

8.1.3 compromise or other arrangement between the Debtor and any other person (including but not limited to the Bank), if the Bank does not give its written consent thereto;

8.1.4 time, indulgence or other favour given to the Debtor;

8.1.5 compromise, arrangement or settlement brought about by the approval by the creditors of a business rescue plan in respect of the Debtor or any accession by the Bank to the discharge of the Debtor’s Debt (whether in whole or part);

81.6 delay or omission in the enforcement of the Bank's rights;

8.1.7 failure of the Bank to inform us of any breach by the Debtor;

8.1.8 resolution taken by the shareholders of the Debtor to voluntarily wind up the Debtor or any sequestration or liquidation, whether provisional or final, of any of the Debtor’s assets, or the appointment of any trustee, liquidator, curator or any similar officer in respect of the Debtor or any of its assets;

8.1.9 commencement of voluntary business rescue proceedings under section 129(1) of the Companies Act 71 of 2008, as amended from time to time ("the Companies Act") or if any steps of whatsoever nature are taken by the board of directors of the Debtor with the objective of commencing business rescue proceedings; or

8.1.10 application made by any person to place the Debtor under, or any order granted by a court of competent jurisdiction placing it under, supervision and commencing business rescue proceedings under section 131(1) of the Companies Act or any steps of whatsoever nature taken by any person in respect of the Debtor with the objective of commencing business rescue proceedings;

70/036469 (CIB)(2001-07) Mix Telematics 21/07/2022 Initials___________

8.1.11 increase in our contractual burden as a result of a breach of any legal duty or obligation under the agreement or facility letter between the Debtor and the Bank.

8.2 Without prejudice to any of the Bank’s rights it is hereby recorded for the sake of clarity that we will not require notification of any:

8.2.1 increase in any limit in respect of the facilities granted by the Bank to the Debtor;

8.2.2 new facilities granted by the Bank to the Debtor; and/or

8.2.3 renewal or supersession of the facilities granted by the Bank to the Debtor, it being recorded that any notification by the Bank of any occurrence in this 8.2 shall be without prejudice to the provisions of this 8 and shall not be construed as a waiver of the Bank’s rights in relation thereto.

9 Allocation of money received by the Bank

The Bank may treat any money which it receives from us in respect of the Debts as cash security and/or may at any time use the money to reduce or extinguish the Debts or any part of them. The Bank may do the same with any proceeds from the disposal of our security given to the Bank.

10 Insolvency of the Debtor or a surety

10.1 The rights of the Bank against us will not be affected if the Debtor or any surety is insolvent and the Bank does not prove its claims against the liquidator or trustee concerned.

10.2 We irrevocably instruct the liquidator/trustee to pay to the Bank any dividends which are paid in respect of any claim which we may prove, unless –

10.2.1 we have paid the full amount due by us under this suretyship; or

10.2.2 the Bank has informed us in writing that all the Bank's claims against the liquidator/trustee have been met.

11 Other security and other causes of our indebtedness to the Bank

11.1 This suretyship is in addition to any other suretyship or security which the Bank holds at any time for any of the Debts.

11.2 This suretyship does not replace, reduce or extinguish any other grounds on which we may at any time be liable to pay the Debts either as co-principal debtor(s) or partner(s) or otherwise.

12 Termination and cancellation

12.1 This suretyship does not end if temporarily there are no Debts or because of the death or legal disability of the Debtor or us.

12.2 Subject to the exceptions mentioned in 12.4, we may limit our liability for future Debts.

12.3 We may limit our liability by written notice to the Bank which takes effect from the close of its business on the 6th (sixth) day, excluding Sundays and public holidays, after the date of receipt of the notice ("the termination date").

12.4 From the termination date the amount of our liability under this suretyship will be the amount of the Debts as at the termination date (subject to any limit in 7.1) plus –

12.4.1 existing debts which are not yet due for payment (including but not limited to, future rentals and instalments under existing contracts) which will be considered present debts;

70/036469 (CIB)(2001-07) Mix Telematics 21/07/2022 Initials___________

12.4.2 interest which accrues on the amount of our liability after the termination date;

12.4.3 debts revived after the termination date as envisaged in 13;

12.4.4 contingent liabilities of the Debtor or any actual liabilities which arise from them;

12.4.5 any debt which arises after the termination date under or in connection with a transaction concluded with the Bank prior to the termination date; and

12.4.6 the costs mentioned in 7.2.

12.5 After the termination date the Bank may allow the Debtor to continue operating on any existing account with the Bank or may open a new account for the Debtor. No credit to either account will affect our liability as mentioned in 12.4.

12.6 Our liability for the Debts will only end when -

12.6.1 our liability has been extinguished; or

12.6.2 the Bank gives us a written release from liability under this suretyship; or

12.6.3 the Bank cancels this suretyship in writing.

12.7 This suretyship may only be terminated, cancelled or otherwise brought to an end in the way provided for in this suretyship.

13 Revival of Debts

Even after the termination date we will be liable for payment of -

13.1 any part of the Debts if any court sets aside any payment credited to any account of, or relating to, the Debtor before the termination date; or

13.2 any payment which the Bank believes it is obliged to refund.

14 Extension of prescriptive period

If the Bank's claims against us are at any time due to prescribe (become unenforceable because of the lapse of time) before the Bank's claims against the Debtor prescribe, we agree that the claims against us will prescribe on the same day as the claims against the Debtor prescribe.

15 Certificate of amount owing

A certificate signed by any manager or branch administrator of the Bank (whose appointment need not be proved), on its mere production, will be sufficient proof, unless the contrary is proved, of the following stated in the certificate -

15.1 the amount of the Debts at any time;

15.2 the fact that the amount is due and payable;

15.3 the rate of interest payable;

15.4 the date from which the interest is calculated; and

70/036469 (CIB)(2001-07) Mix Telematics 21/07/2022 Initials___________

15.5 any other matter relating to the Debts.

16 Addresses for notices and the service of legal documents

16.1 We choose the street address set out under our registration number below to which documents in any legal proceedings against us, including notices of attachment of movable or immovable property, may be served.

16.2 We choose the postal address set out under our registration number below to which notices may be delivered, and we accept that all letters or notices posted to us by the Bank by registered post will be regarded as having reached us within 14 (fourteen) days after posting.

16.3 We may choose any other street or postal address, but must give at least 14 (fourteen) days' written notice to the Bank.

16.4 Notices given by us to the Bank under this suretyship must be in writing. The notices must be delivered or sent by registered post to the branch or division of the Bank at which the Debtor's account is then held. The Bank may choose a different division for this purpose, but must give at least 14 (fourteen) days' written notice to us.

17 General

17.1 Any acknowledgement of indebtedness by the Debtor or proof of claim against the insolvent estate of the Debtor will be binding on us.

17.2 Any change in this suretyship will only be effective if it is in writing and signed by the Bank and us.

17.3 If any part of this suretyship is or becomes unenforceable, this will not affect the enforceability of the rest of this suretyship.

17.4 This suretyship is governed by South African law.

17.5 The Bank may bring legal proceedings against us in any court which has jurisdiction over us even if the amount involved exceeds the court's jurisdiction or the proceedings could have been brought in a lower court.

18 Confirmation of compliance with formalities

When we signed this suretyship –

18.1 it had been completed in all respects up to this clause;

18.2 the Bank had explained its content to us;

18.3 the Bank advised us to get independent legal advice to make sure that we understand our commitment as surety, that we may become liable, and whether the suretyship was limited or unlimited;

18.4 we had read and understood it;

18.5 it was not subject to any conditions which prevented or delayed its coming into force or otherwise affected its provisions; and

18.6 we gave the bank our consent to make enquiries about our credit record with any credit reference agency and any other party.

70/036469 (CIB)(2001-07) Mix Telematics 21/07/2022 Initials___________

Surety No 1 (Signature/s on behalf of surety): Mix Telematics Limited

(Registration Number: 1995/013858/06)

Signature/s_______________________ Signature/s_______________________

Full name of surety _______________________

(Registration number of surety ____________________________)

Street address of surety _____________ Postal address of surety ____________

_________________________________ _______________________________

Full name(s) of signatory(ies)___________________________

Capacity(ies) of signatory(ies)___________________________

Date of authorising resolution ___________________

Witnesses

1.Signature _______________________ 2.Signature________________________

Full name_________________________ Full name _________________________

Occupation _______________________ Occupation________________________

Street address _____________________ Street address _____________________

_________________________________ _________________________________

Place of signatures _________________

Date of signatures __________________

70/036469 (CIB)(2001-07) Mix Telematics 21/07/2022 Initials___________

Surety No 2 (Signature/s on behalf of surety): Mix Telematics International Proprietary Limited

(Registration Number: 1963/006970/07)

Signature/s_______________________ Signature/s_______________________

Full name of surety _______________________

(Registration number of surety ____________________________)

Street address of surety _____________ Postal address of surety ____________

_________________________________ _______________________________

Full name(s) of signatory(ies)___________________________

Capacity(ies) of signatory(ies)___________________________

Date of authorising resolution ___________________

Witnesses

1.Signature _______________________ 2.Signature________________________

Full name_________________________ Full name _________________________

Occupation _______________________ Occupation________________________

Street address _____________________ Street address _____________________

_________________________________ _________________________________

Place of signatures _________________

Date of signatures __________________

70/036469 (CIB)(2001-07) Mix Telematics 21/07/2022 Initials___________