Sec Form 4 Filing - Tasker Charles W @ MiX Telematics Ltd - 2024-04-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tasker Charles W 2. Issuer Name and Ticker or Trading Symbol MiX Telematics Ltd [ MIXT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operations Officer (Last) (First) (Middle) HOWICK CLOSE, WATERFALL PARK, BEKKER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2024 (Street) MIDRAND, T31686 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 04/02/2024 D 5,938,460 D 0 D Ordinary Shares 04/02/2024 D 2,428,150 D 0 I By Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Appreciation Rights $ 0.56 ( 5 ) 04/02/2024 D 1,000,000 ( 6 ) ( 6 ) Ordinary Shares 1,000,000 ( 11 ) 0 D Stock Appreciation Rights $ 0.34 ( 5 ) 04/02/2024 D 900,000 ( 7 ) ( 7 ) Ordinary Shares 900,000 ( 11 ) 0 D Stock Appreciation Rights $ 0.47 ( 5 ) 04/02/2024 D 800,000 ( 8 ) ( 8 ) Ordinary Shares 800,000 ( 11 ) 0 D Stock Appreciation Rights $ 0.28 ( 5 ) 04/02/2024 D 585,000 ( 9 ) ( 9 ) Ordinary Shares 585,000 ( 11 ) 0 D Stock Appreciation Rights $ 0.27 ( 5 ) 04/02/2024 D 500,000 ( 10 ) ( 10 ) Ordinary Shares 500,000 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tasker Charles W HOWICK CLOSE, WATERFALL PARK BEKKER ROAD MIDRAND, T31686 X Chief Operations Officer Signatures /s/ Charles W. Tasker, by Paul M. Dell, as Attorney-in-Fact 04/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"), ( 2 )including the MiX Ordinary Shares represented by Mix Telematics' American Depositary Shares, 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. ( 3 )Disposed of pursuant to the Agreement in exchange for 757,866 shares of Powerfleet Common Stock having a market value of approximately $3,880,274 on the Scheme Implementation Date. ( 4 )Disposed of pursuant to the Agreement in exchange for 309,880 shares of Powerfleet Common Stock having a market value of approximately $1,586,586 on the Scheme Implementation Date. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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).

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