Catherine J. Lewis - Mar 3, 2023 Form 4 Insider Report for MiX Telematics Ltd (MIXT)

Role: Executive Vice President
Signature: /s/ Lewis Catherine J, by Paul M. Dell, as Attorney-in-Fact
Stock symbol: MIXT
Transactions as of: Mar 3, 2023
Transactions value $: $89,766
Form type: 4
Date filed: 3/7/2023, 10:22 AM
Previous filing: Feb 16, 2023
Next filing: Mar 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MIXT	Ordinary Shares	Options Exercise	$89.8K	+345K	+14.82%	$0.26^*	2.68M	Mar 3, 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MIXT	Stock Appreciation Rights	Options Exercise	$0	+825K		$0.00^*	0	Mar 3, 2023	Ordinary Shares	345K	$0.26	Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shareholders are advised of the following information relating to dealings in securities by a director of MiX Telematics relating to the exercise of share appreciation rights ("SARs") under the MiX Telematics Limited Long-Term Incentive Plan ("LTIP"). Catherine Lewis is exercising 825 000 SARS, equating to 345 252 ordinary shares, granted to her under the LTIP as set out in the table above, and her intention is to sell 172 626 (in large part to cover the immediate tax obligation arising from the exercise of the SARs) and retain 172 626 shares issued to her in respect of these SARs. At the conclusion of this process, Catherine Lewis's total shareholding will have increased to 2 502 889 MiX Telematics ordinary shares.
F2	For purposes of this table, the award price has been converted, based on the South African Rand/U.S. dollar exchange rate in effect as of grant date.
F3	The Stock Appreciation Rights time vest in 25% tranches beginning on the second anniversary of the grant date subject to the executive's continued employment, provided, however, that the grant is also subject to a performance based condition that a minimum total shareholder return of 10% must be achieved prior to the date that the grant expires. These Stock Appreciation Rights were granted on May 30, 2017 and expire on May 30, 2023.
F4	825,000 Stock Appreciation Rights were exercised equating to 345,252 ordinary shares (equivalent to 13,810 ADRs) based on an intrinsic value of 2.49 Rand (equivalent to $0.14) and an exercise price of 5.95 Rand (equivalent to $0.33). The conversion prices reflects the approximate U.S. dollar conversion rate of R18.1656 as of March 3, 2023.