Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2022, Mr. Robin Frew resigned from the board of directors (the
"Board") of MiX Telematics Limited (the "Company"). Mr. Frew has advised the
Board that as part of a long-term strategy for asset diversification and estate
planning purposes, he intends to enter into a 10b5-1 plan in order to dispose of
up to approximately 15% of his shareholdings in the Company. However,
implementation of the plan may result in trades occurring during a closed period
which would require a dispensation to be obtained from the Johannesburg Stock
Exchange (the "JSE"), which it has declined to grant, although dispensation has
been granted before. Therefore, Mr. Frew has advised the Board that he has
resigned in order to enable him to proceed with his asset diversification
objectives. His decision to resign is not due to any disagreement with the
Company on any matter relating to its operations, policies, practices or
otherwise.
Mr. Frew has advised the Board of his willingness to re-join the Board once the
regulatory constraint imposed by the JSE ceases to impact his objectives in
implementing the 10b5-1 plan. The Board will give full consideration to Mr.
Frew's offer.
On November 3, 2022, the Board appointed Ian Jacobs, a current independent
non-executive director, as chairman of the Board.
Item 7.01. Regulation FD Disclosure.
This report contains a copy of the submission to the JSE by announcing changes
to the Board. The submission is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information contained in this Item 7.01 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 otherwise 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 - MiX Telematics
changes to the Board of Directors
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