Share Incentive Scheme and Dealing in Securities Cartrack Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2005/036316/06) JSE share code: CTK ISIN: ZAE000198305 (“Cartrack” or the “Company” or the “Group”) SHARE INCENTIVE SCHEME AND DEALING IN SECURITIES BY A DIRECTOR In accordance with the provisions of the Cartrack Executive Share Incentive Scheme (“the Scheme”), approved by shareholders at the Company’s AGM held on 25 August 2015, notional units have been allocated to Mr JR Edmeston, an executive director of the Company, and Ms A de Villiers, the Company Secretary. These units are under-pinned by Cartrack shares (“Scheme shares”) although the Scheme shares never vest in the Scheme beneficiaries. In compliance with section 3.63 of the Listings Requirements of the JSE Limited, the details of the allocation are disclosed below: 1. Allocation to Director Director : J R Edmeston Company : Cartrack Holdings Limited Class of security : Ordinary shares Nature of transaction : Allocation of notional units under-pinned by shares, Off-market Date of transaction : 31 May 2016 Number of units : 325 000 Deemed price per share (cents) : 981 Deemed value : R3 188 250 Vesting criteria : Basic EPS >112c Units on system > 725 000 Recovery Rate > 90% Maturity date : 1 March 2018 Nature of interest : Directly beneficial Clearance obtained : Yes 2. Allocation to Company Secretary Company Secretary : A de Villiers Company : Cartrack Holdings Limited Class of security : Ordinary shares Nature of transaction : Allocation of notional units under-pinned by shares, Off-market Date of transaction : 31 May 2016 Number of units : 40 000 Deemed price per share (cents) : 981 Deemed value : R392 400 Vesting criteria : Basic EPS >112c Units on system > 725 000 Recovery Rate > 90% Maturity date : 1 March 2018 Nature of interest : Directly beneficial Clearance obtained : Yes Johannesburg 1 June 2016 Sponsor: Investec Bank Limited Date: 01/06/2016 04:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.