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 Date: 02/02/2018 08:00:00 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.