Stated capital | Stated capital Number of shares 000s Stated capital R’000 At April 1, 2016 759,138 1,320,955 Shares issued in relation to share options exercised 5,125 7,072 Share repurchase from Imperial Corporate Services Proprietary Limited (200,828 ) (473,682 ) Balance at March 31, 2017 563,435 854,345 Shares issued in relation to share options and share appreciation rights exercised 6,001 10,726 Share repurchase under the Share Repurchase Program (5,016 ) (18,666 ) Balance at March 31, 2018 564,420 846,405 The total authorized number of ordinary shares at the end of the financial year amounted to 1 billion shares (2017: 1 billion ) with no par value. All issued shares are fully paid up and carry one vote per share and the right to dividends. There were no changes to the authorized number of ordinary shares during the current or prior financial year. In terms of a special resolution approved in fiscal 2014 a new class of no par value shares, consisting of 100 million preference shares, was created. No preference shares have been issued to date. Share repurchases Fiscal 2018 On May 23, 2017, the MiX Telematics Board of Directors approved a share repurchase program of up to R270 million under which the Company may repurchase its ordinary shares, including American Depositary Shares (“ADSs”). The Company may repurchase its shares from time to time at its discretion through open market transactions and block trades, based on ongoing assessments of the capital needs of the Company, the market price of its securities and general market conditions. This share repurchase program may be discontinued at any time by the Board of Directors, and the Company has no obligation to repurchase any amount of its securities under the program. The repurchase program will be funded out of existing cash resources. As at March 31, 2018, the following purchases had been made under the share repurchase program: Total number of shares repurchased 000s Average price paid per share (1) R Shares canceled under the share repurchase program 000s Total value of shares purchased as part of publicly announced program R’000 Maximum value of shares that may yet be purchased under the program R’000 June 2017 5,015,660 3.72 5,015,660 18,666 251,334 5,015,660 5,015,660 18,666 251,334 (1) Including transaction costs. Subsequent to the repurchase, the shares were delisted and now form part of the authorized unissued share capital of the Company. Fiscal 2017 On April 29, 2016, the Company entered into an agreement (the “share repurchase agreement”) with Imperial Holdings Limited (“Imperial Holdings”) and Imperial Corporate Services Proprietary Limited (“Imperial Corporate Services”), a wholly owned subsidiary of Imperial Holdings, to repurchase all 200,828,260 of the Company’s shares held by Imperial Corporate Services (the “repurchase shares”) at R2.36 per repurchase share, for an aggregate repurchase consideration of R474.0 million (the “repurchase”). At the general meeting held on August 1, 2016, shareholders of the Company approved the repurchase in terms of the JSE Listings Requirements and the South African Companies Act, No. 71 of 2008, at which point the transaction was accounted for in terms of IFRS. The repurchase was implemented on August 29, 2016. Subsequent to the repurchase, the shares were delisted and now form part of the authorized unissued share capital of the Company. In fiscal 2017, the financial effect of the transaction was as follows: R’000 Aggregate repurchase consideration 473,955 Impact of discounting related to the fiscal 2017 share repurchase transaction (note 25) (3,222 ) Transaction costs capitalized 2,949 Total share repurchase costs 473,682 Equity incentive plans The Group has issued share incentives under two equity incentive plans, the TeliMatrix Group Executive Incentive Scheme and the MiX Telematics Long-Term Incentive Plan (“LTIP”), to directors and certain key employees within the Group. With the introduction of the LTIP, which was approved by shareholders in terms of an ordinary resolution during 2014, no further awards will be made in terms of the TeliMatrix Group Limited Executive Incentive Scheme going forward. The LTIP is now being used to issue share incentives to employees and executive members within the Group. The LTIP provides for three types of grants to be issued, namely performance shares, retention shares or share appreciation rights (“SARs”). To date only SARs have been issued. The table below indicates the total number of awards under the LTIP which are available for issue: Number of awards Reconciliation of number of awards available for issue under the LTIP Maximum number of awards that may be issued during the life of the LTIP 120,000,000 Issued in fiscal 2015 (2,900,000 ) Number of awards available for issue as at March 31, 2015 117,100,000 Issued in fiscal 2016 (11,835,000 ) Number of awards available for issue as at March 31, 2016 105,265,000 Issued in fiscal 2017 (13,950,000 ) Number of awards available for issue as at March 31, 2017 91,315,000 Issued in fiscal 2018 (10,000,000 ) Number of awards available for issue as at March 31, 2018 81,315,000 Both equity incentive plans are discussed in further detail in the sections that follow. Share options under the TeliMatrix Group Executive Incentive Scheme Share options have been granted to directors and certain key employees within the Group. The exercise price of the options granted is equal to the weighted average market value of ordinary shares for the 20 days preceding the date of the grant. The options vest in tranches of 25% per annum, commencing on the second anniversary of the grant date and expire 6 years after the grant date. In addition to these vesting periods, the vesting of the share options granted are conditional on certain performance conditions being met, namely the share price on the associated measurement date being in excess of the target, after being reduced by the aggregate amount of dividends paid, or an annual total shareholder return in excess of 10% and 5% , taking into account any dividends paid during the vesting period, being achieved. The Group has no legal or constructive obligation to repurchase or settle the options in cash. Movements in the total number of share options outstanding and their related weighted average exercise prices are as follows: Weighted average exercise price 2018 cents per share Number of options 2018 000s Weighted Number of Outstanding at the beginning of the year 266 14,613 235 28,913 Exercised 195 (5,513 ) 138 (5,125 ) Forfeited — — 312 (5,875 ) Expired — — 112 (3,300 ) Outstanding at the end of the year 309 9,100 266 14,613 Exercisable at the end of the year 285 7,350 217 8,825 The weighted average remaining contractual life on share options outstanding at year-end is 1.31 years (2017: 1.87 years ). Options exercised in 2018 resulted in 5,512,500 shares (2017: 5,125,000 shares) being issued at a weighted average exercise price of 195 cents per share (2017: 138 cents per share). The related weighted average share price at the time of exercise was 608 cents per share (2017: 307 cents per share). Refer to note 23 for the total expense recognized in fiscal year 2018 in respect of equity-settled instruments granted to employees and directors. Share options outstanding at the end of the fiscal year have the following exercise prices: March 31, 2018 March 31, 2017 Annual shareholder return Grant date Expiry date Exercise price 5% September 13, 2011 September 13, 2017 130 cents — 263 10% January 3, 2012 January 3, 2018 154 cents — 2,750 10% November 7, 2012 November 7, 2018 246 cents 5,600 8,100 10% September 10, 2014 September 10, 2020 411 cents 3,500 3,500 9,100 14,613 No share options were granted during fiscal 2018 or fiscal 2017 under this scheme. Share appreciation rights Under the LTIP, SARs may be issued to certain directors and key employees. The award price of the SARs granted is equal to the closing market value of ordinary shares on the day preceding the date of the grant. The SARs granted vest in tranches of 25% per annum, commencing on the second anniversary of the grant date and expire six years after the grant date. In addition to these vesting periods, the vesting of the SARs granted are conditional on a performance condition of an annual total shareholder return in excess of 10% , taking into account any dividends paid during the vesting period, being achieved. Upon exercise of the SARs by participants, the Group will settle the value of the difference between the award and grant price by delivering shares, alternatively as a fall back provision only, by settling the value in cash. Movements in the total number of SARs outstanding and their related weighted average award prices are as follows: Weighted Number of 000s Weighted Number of 000s Outstanding at the beginning of the year 309 20,810 311 14,435 Granted on May 30, 2016 — — 294 9,950 Granted on November 24, 2016 — — 328 4,000 Granted on May 30, 2017 346 10,000 — — Exercised 310 (1,709 ) — — Forfeited 314 (1,062 ) 303 (7,575 ) Outstanding at the end of the year 322 28,039 309 20,810 Exercisable at the end of the year 313 1,306 305 725 The weighted average remaining contractual life on SARs outstanding at year-end is 4.38 years (2017: 4.88 ). SARs exercised in 2018 resulted in 1,708,750 awards (2017: Nil ) being issued at a weighted average exercise price of 310 cents per award (2017: nil ). The related weighted average share price at the time of exercise was 464 cents per award (2017: nil ). No SARs were exercised by Group executives during fiscal 2018 and fiscal 2017. SARs outstanding at the end of the fiscal year have the following award prices: March 31, 2018 March 31, 2017 Annual shareholder return Grant date Expiry date Award price 10% December 16, 2014 December 16, 2020 305 — 725 10% August 31, 2015 August 31, 2021 313 7,764 9,160 10% May 30, 2016 May 30, 2022 294 6,525 6,925 10% November 24, 2016 November 24, 2022 328 4,000 4,000 10% May 30, 2017 May 30, 2023 346 9,750 — 28,039 20,810 The weighted average fair value of SARs granted during fiscal 2018 and fiscal 2017 was determined using a combination of the Monte Carlo Simulation option pricing model and the Binomial Tree option pricing model. The key drivers and assumptions input into the valuation models used to determine these values are disclosed below. The volatility was calculated using a mixture of the Company's historical data as well as the share data of comparable companies for grants made in all financial years preceding 2018 and the Company's historical share data for grants made in the current year. The salient details of SARs granted during fiscal 2018 are provided in the table below: Total Grant date May 30, 2017 Fair value (cents per share) 128.4 Award price (cents per share) 346 JSE share price on grant date (cents per share) 345 Expiry date May 30, 2023 Performance conditions – Total shareholder return of (%) 10.0 Remaining contractual life at March 31, 2018 5.17 Valuation assumptions and drivers Volatility (%) 41.5 Anticipated forfeiture rate (%) 5.0 Anticipated dividend yield (%) 3.84 Annual risk-free interest rate (%) 7.51 The salient details of SARs granted during fiscal 2017 are provided in the table below: Total Total Grant date November 24, 2016 May 30, 2016 Fair value (cents per share) 131.5 111.9 Award price (cents per share) 328 294 JSE share price on grant date (cents per share) 328 289 Expiry date November 24, 2022 May 30, 2022 Performance conditions – Total shareholder return of (%) 10.0 10.0 Remaining contractual life at March 31, 2018 4.65 4.17 Valuation assumptions and drivers Volatility (%) 41.8 40.3 Anticipated forfeiture rate (%) 5.0 5.0 Anticipated dividend yield (%) 2.98 3.57 Annual risk-free interest rate (%) 8.20 8.74 Refer to note 23 for the total expense recognized in fiscal 2018 in respect of equity-settled instruments granted to employees and directors. Group executives held the following share options outstanding at March 31, 2018 (summarized by grant date): November 7, September 10, Total S Joselowitz (1) 2,500 — 2,500 C Tasker (1) 2,000 1,500 3,500 G Pretorius 1,100 1,000 2,100 C Lewis — 1,000 1,000 5,600 3,500 9,100 Option strike price (cents per share) 246 411 JSE share price on grant date (cents per share) 300 411 Expiry date November 7, 2018 September 10, 2020 Performance condition Minimum shareholder return of 10 % 10 % (1) Executive director at March 31, 2018. Group executives held the following SARs outstanding at March 31, 2018 (summarized by grant date): August 31, May 30, November 24, May 30, Total S Joselowitz (1) 1,000 1,000 — 1,100 3,100 C Tasker (1) 750 750 875 1,100 3,475 P Dell (1) 200 200 875 1,100 2,375 G Pretorius 500 500 875 1,100 2,975 C Lewis 500 500 875 1,100 2,975 2,950 2,950 3,500 5,500 14,900 JSE share price on grant date (cents per share) 319 289 328 345 Expiry date August 31, 2021 May 30, 2022 November 24, 2022 May 30, 2023 Performance condition Minimum shareholder return of 10 % 10 % 10 % 10 % (1) Executive director at March 31, 2018. No options were held by retired executives as at March 31, 2018. The following share options were exercised by Group executives during fiscal 2018: Date of Options Grant date Strike price Performance Exercise C Tasker November 29, 2017 2,000,000 January 3, 2012 154 10 % 628 G Pretorius August 8, 2017 400,000 November 7, 2012 246 10 % 451 G Pretorius November 22, 2017 750,000 January 3, 2012 154 10 % 648 C Lewis March 2, 2018 1,500,000 November 7, 2012 246 10 % 600 Group executives held the following share options outstanding at March 31, 2017 (summarized by grant date): January 3, November 7, September 10, Total S Joselowitz (1) — 2,500 — 2,500 C Tasker (1) 2,000 2,000 1,500 5,500 G Pretorius 750 1,500 1,000 3,250 C Lewis — 1,500 1,000 2,500 2,750 7,500 3,500 13,750 Option strike price (cents per share) 154 246 411 JSE share price on grant date (cents per share) 160 300 411 Expiry date January 3, 2018 November 7, 2018 September 10, 2020 Performance condition Minimum shareholder return of 10 % 10 % 10 % (1) Executive director at March 31, 2017. Group executives held the following SARs outstanding at March 31, 2017 (summarized by grant date): August 31, May 30, November 24, Total S Joselowitz (1) 1,000 1,000 — 2,000 C Tasker (1) 750 750 875 2,375 P Dell (1) 200 200 875 1,275 G Pretorius 500 500 875 1,875 C Lewis 500 500 875 1,875 2,950 2,950 3,500 9,400 JSE share price on grant date (cents per share) 319 289 328 Expiry date August 31, 2021 May 30, 2022 November 24, 2022 Performance condition Minimum shareholder return of 10 % 10 % 10 % (1) Executive director at March 31, 2017. In respect of R Botha who retired on May 31, 2015, the Board had resolved, as permitted by the share plan rules, that the options not exercised by this former executive prior to the retirement date could be exercised upon vesting before the expiry date of the option. No options were held by retired executives as at March 31, 2017. The following share options were exercised by Group executives during fiscal 2017: Date of Options Grant date Strike price Performance Exercise M Pydigadu (1) May 30, 2016 600,000 June 4, 2010 112 10 % 289 M Pydigadu (1) November 07, 2016 750,000 November 07, 2012 246 10 % 323 S Joselowitz June 03, 2016 1,500,000 June 4, 2010 112 10 % 301 B Horan (2) June 07, 2016 250,000 January 3, 2012 154 10 % 300 (1) Resigned as at February 9, 2017. (2) Resigned as at September 30, 2016. The following share options were exercised during fiscal 2017 by retired Group executives: Date of Options Grant date Strike price Performance Exercise R Botha June 1, 2016 1,375,000 June 4, 2010 112 10 % 308 |