CARTRACK HOLDINGS LIMITED - Dealing in Securities by Directors Associate and Notification in Terms of Section 122 of The Act

Dealing in Securities by Directors’ Associate and Notification in Terms of Section 122 of The Act

CARTRACK HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/036316/06)
Share code: CTK
ISIN: ZAE000198305
(‘Cartrack’)

DEALING IN SECURITIES BY DIRECTORS’ ASSOCIATE AND NOTIFICATION IN TERMS
OF SECTION 122 OF THE COMPANIES ACT NO 71 OF 2008 (“the Act”)


Shareholders are advised that Onecell Holdings (Pty) Limited (“Onecell”) has divested of its shares
in the share capital of Cartrack to One August (Pty) Ltd (“One August”) and Georgem Holdings
(Pty) Ltd (“Georgem”), pursuant to a restructure of the Onecell group of companies. Both Onecell
and One August are associates of IJ Calisto, as defined in the JSE Listings Requirements.

In compliance with paragraphs 3.63 to 3.66 and 3.83 (b) of the JSE Listings Requirements, the
following dealings are disclosed:

Director:                            IJ Calisto
Associates:                          Onecell Holdings (Pty) Ltd
Date of transaction:                 29 January 2018
Detail of transaction:               Off market sale in terms of the above restructure
Nature of transaction:               Indirect Beneficial
Class of securities:                 Ordinary shares
Number of shares sold:               240 000 000
Price per share:                     R19.01
Total value of transaction:          R4 562 400 000.00

Director:                            IJ Calisto
Associate:                           One August Holdings (Pty) Ltd
Date of transaction:                 29 January 2018
Detail of transaction:               Off market purchase in terms of the above restructure
Nature of transaction:               Indirect Beneficial
Class of securities:                 Ordinary shares
Number of shares purchased:          240 000 000
Price per share:                     R19.01
Total value of transaction:          R4 562 400 000.00


Director:                            IJ Calisto
Associates:                          Onecell Holdings (Pty) Ltd and One August Holdings (Pty)
                                     Ltd
Date of transaction:                 1 February 2018
Detail of transaction:               Off market sale to an associate of the director of a major
                                     subsidiary of Cartrack
Buyer:                               Georgem Holdings (Pty) Ltd
Nature of transaction:               Indirect Beneficial
Class of securities:                 Ordinary shares
Number of shares sold:               36 019 576
Price per share:                     R19.01
Total value of transaction:          R684,732,139.76


Director:                            Juan Marais
Company:                             Cartrack (Pty) Ltd
Associate:                           Georgem Holdings (Pty) Ltd
Date of transaction:                 1 February 2018
Detail of transaction:               Off market purchase
Nature of transaction:               Indirect Beneficial
Class of securities:                  Ordinary shares
Number of shares purchased:           36 019 576
Price per share:                      R19.01
Total value of transaction:           R684,732,139.76


Prior clearance to deal in these shares was obtained.

As a result of the restructure, Cartrack hereby confirms that it has received the required notices in
terms of Section 122(1) of the Act, that:

   -   Onecell has divested of its 80% beneficial interest in Cartrack to its subsidiary, One August
       and as a result no longer holds a beneficial interest in Cartrack;
   -   One August acquired a beneficial interest in Cartrack, resulting in it holding 80% of the
       ordinary shares of Cartrack;
   -   One August decreased its beneficial interest in Cartrack by 12,01%, resulting it holding
       67,99% of the ordinary shares of Cartrack; and
   -   Georgem acquired a beneficial interest of 12,01% in Cartrack.

As required in terms of section 122(3) (a) of the Act, Cartrack will file the required notice with the
Takeover Regulation Panel.

Johannesburg
2 February 2018

Sponsor:
Investec Bank Limited

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