Regulation FD

This report contains a copy of the submission to the Johannesburg Stock Exchange by MiX Telematics Limited (the “Company”) announcing the conclusion of a credit agreement and that the Board has adopted a resolution in terms of section 45(3)(b) of the South African Companies Act authorizing the Company to grant a loan facility to its subsidiaries to facilitate the subsidiaries’ general treasury commitments. The submission is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including the information contained in the presentation furnished as Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwis e subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibit

99.1

Submission to the Johannesburg Stock Exchange -

Notice of conclusion of

a credit agreement and notice of a resolution passed in terms of section 45(5) of the South African C

o

mpanies Act.

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 7, 2022

3

Exhibit 99.1

MiX TELEMATICS LIMITED

(Incorporated in the Republic of South Africa)    

(Registration number 1995/013858/06)

JSE share code: MIX

NYSE share code: MIXT

ISIN: ZAE000125316

LEI Code: 529900S6HHR7CK7BU646

(“

MiX Telematics

” or “

the company

”)

NOTICE OF CONCLUSION OF CREDIT AGREEMENT AND NOTICE IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT 71 OF 2008

    Shareholders are advised that MiX Telematics has entered into a Facility Notice and Standard Terms and Conditions (collectively, the “

Credit Agreement

”) with Investec Bank Limited 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) and an uncommitted general credit facility of $10 million.

    Notification of the conclusion of the Credit Agreement, together with the full text of the Credit Agreement has been filed with the Securities and Exchange Commission (“

SEC

”) and is available on the SEC Edgar website: www.sec.gov.

Shareholders are further advised that in terms of the provisions of section 45(5)(a) of the Companies Act 71 of 2008 (“

the Act

”) and pursuant to the special resolution passed at the annual general meeting of the company held on September 9, 2021 authorising the board of directors (“

the Board

”) to provide direct or indirect financial assistance to related and inter-related parties, notification is hereby given by MiX Telematics that the Board has adopted a resolution in terms of section 45(3)(b) of the Act authorising the company to grant a loan facility to its subsidiaries, up to an amount of ZAR350 million, to facilitate the subsidiaries’ general treasury commitments. The granting of the loan constitutes financial assistance in terms of section 45 of the Act, which financial assistance in terms of section 45 of the act, which financial assistance exceeds one tenth of one percent of the company’s net worth.

In accordance with section 45 of the Act, the Board is satisfied and acknowledges that:

(1)

immediately after providing such financial assistance, MiX Telematics would have satisfied the solvency and liquidity test as provided for in section 4 of the Act, and

(2)

the terms under which such financial assistance has been given are fair and reasonable to MiX Telematics.

July 7, 2022

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