Gert Pretorius - 02 Apr 2024 Form 4 Insider Report for MiX Telematics Ltd

Footnote F1

On April 2, 2024 (the "Scheme Implementation Date"), the parties to the implementation agreement, dated as of October 10, 2023 (the "Agreement"), by and among MiX Telematics Limited ("MiX Telematics"), Powerfleet, Inc. ("Powerfleet), and Main Street 2000 Proprietary Limited ("Powerfleet Sub"), completed the transactions contemplated thereby (the "Business Combination"), pursuant to which (i) Powerfleet Sub acquired all of the issued ordinary shares of Mix Telematics, no par value ("MiX Ordinary Shares"), including the MiX Ordinary Shares represented by Mix Telematics' American Depositary Shares,

Footnote F2

through the implementation of a scheme of arrangement (the "Scheme") in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, as amended, in exchange for shares of common stock, par value $0.01 per share, of Powerfleet ("Powerfleet Common Stock") and (ii) as a result of the transactions, including the Scheme, contemplated by the Agreement, MiX Telematics became an indirect, wholly owned subsidiary of Powerfleet.

Footnote F3

Disposed of pursuant to the Agreement in exchange for 186,174 shares of Powerfleet Common Stock having a market value of approximately $953,211 on the Scheme Implementation Date.

Footnote F4

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.

Footnote F5

The Stock Appreciation Rights (each, a "MiX SAR") time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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 MiX SARs were granted on August 5, 2019 and expire on August 5, 2025.

Footnote F6

The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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 MiX SARs were granted on June 1, 2020 and expire on June 1, 2026.

Footnote F7

The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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 MiX SARs were granted on December 9, 2021 and expire on December 9, 2027.

Footnote F8

The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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 MiX SARs were granted on November 1, 2022 and expire on November 1, 2028.

Footnote F9

The MiX SARs time vest in 25% tranches beginning on the second anniversary of the applicable grant date subject to the executive's continued employment and were 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 MiX SARs were granted on June 26, 2023 and expire on June 26, 2029.

Footnote F10

Each MiX SAR outstanding immediately prior to the Scheme Implementation Date, whether or not vested or exercisable, was assumed by Powerfleet and replaced with a stock appreciation right, with the same terms and conditions as were applicable to such MiX SAR (each, a "Powerfleet SAR"), except that (i) the applicable performance conditions were waived in connection with the Business Combination and (ii) each Powerfleet SAR will constitute a stock appreciation right with respect to the number of shares of Powerfleet Common Stock determined by multiplying (x) the number of MiX Ordinary Shares subject to such MiX SAR immediately prior to the Scheme Implementation Date by (y) 0.12762 (rounded down to the nearest whole number of shares), with a per-share exercise price equal to the (A) the exercise price per MiX Ordinary Share subject to such MiX SAR immediately prior to the Scheme Implementation Date by (B) 0.12762 (rounded up to the nearest one hundredth of a cent).