Entry into a Material Definitive

On June 29, 2022, MiX Telematics Limited (the “Company”) entered into a Facility Notice and Standard Terms and Conditions (collectively, the “Credit Agreement”) with Investec Bank Limited (“Investec”) as lender. The Credit Agreement provides for a 364 days renewable committed general credit facility of R350 million ($21 million at a USD/ZAR exchange rate of $1:ZAR 16.4486), (the “Committed Facility”) and an uncommitted general credit facility of $10 million (the “Uncommitted Facility”).

Under the Committed Facility, the Company will pay a commitment fee charged at 30bps on any undrawn portion of the Committed Facility (plus VAT on such amount), calculated monthly and payable, free of deduction, monthly in arrears on the first business day of each month. The Uncommitted Facility is rep ayable on demand by Investec and a fee of 10bps per annum shall be charged on any undrawn portion of the Uncommitted Facility (plus VAT on such amount), calculated monthly and payable, free of deduction, monthly in arrears on the seventh business day of each month.

The loans under the Committed Facility bear interest at South African prime interest rate less 1.5% per annum and the loans under the Uncommitted Facility bear interest at overnight or daily negotiable rates, in each case which such interest shall accrue on all amounts outstanding under the Committed Facility or the Uncommitted Facility, as the case may be, payable monthly in arrears on the first business day of each month, or as otherwise specified in the Credit Agreement. Investec shall advise the Company of any changes to the applicable interest rate.

Under the Credit Agreement, the Company has made certain customary representations and guarantees, and is required to comply with various reporting requirements and other customary requirements for similar credit facilities. The Credit Agreement also contains events of default customary for transactions of this nature.

The foregoing summary of the terms of the Credit Agreement is qualified in its entirety by reference to the full text of the Facility Notice and the Standard Terms and Conditions, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and 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

Facility Notice, dated June

29, 2022, between MiX Telematics Limited and Investec Bank Limited, as lender.

10.2

Standard Terms and Conditions, dated June

29, 2022, between MiX Telematics Limited and Investec Bank Limited, as lender.

2

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: July 6, 2022

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