Bard f Directrs R Bruyns Chairman: Nminatins and Remuneratin Cmmittee Revisin N: 03 R. Frew Chairman: Bard f Directrs Effective date: 5 June 2018 Nminatins and Remuneratin Cmmittee Terms f Reference Cntents 1. Intrductin 2 2. Cnstitutin 2 3. Cmpsitin 2 4. Rle f the Cmmittee 3 5. Mandate in respect f subsidiaries 3 6. Respnsibilities 3 7. Meetings f the Cmmittee 4 8. Authrity f the Cmmittee 5 9. Remuneratin f members 5 10. Review f Terms f Reference 5 11. Evaluatin f the Cmmittee s perfrmance 5 Appendix A: Cntent and Emphasis f Cmmittee Meetings 6
Nminatins and Remuneratin Cmmittee Terms f Reference 1. Intrductin The Nminatins and Remuneratin Cmmittee ( the Cmmittee ) is established t assist the Mi Telematics Limited Bard ( the Bard ) in discharging its respnsibilities. The Bard nevertheless remains respnsible fr these duties. The duties assigned t the Cmmittee relate primarily t the incentive and remuneratin prgrams available t Mi Telematics Limited ( the Cmpany r Mi ) executive directrs, senir executives and emplyees, in particular the: lng-term incentive plan; shrt-term bnus incentive; remuneratin plicy and annual increase cycle; and Trust prgram established under the name Mi Telematics Enterprise BEE Trust fr the benefit f qualifying emplyees. The Cmmittee des nt perfrm any management functins r assume any management respnsibilities. It prvides a decisin-making frum relative t its duties and respnsibilities. 2. Cnstitutin 2.1 The Cmmittee is cnstituted as a cmmittee f the Bard. 2.2 The Cmmittee shall be a standing cmmittee, with the cmpsitin and membership reviewed by the Bard annually. 2.3 The Cmmittee shall reprt t and derive its pwers frm the Bard. 2.4 The deliberatins f the Cmmittee d nt reduce the individual r cllective respnsibilities f the Bard members with regard t their fiduciary duties and respnsibilities and they must exercise due care, skill and diligence. 2.5 These Terms f Reference are subject t the Cmpanies Act, 71 f 2008, as amended, the Cmpany s Memrandum f Incrpratin and any ther applicable law r regulatry prvisin, including the JSE Listings Requirements, and has been drafted with due cnsideratin f the King Reprt n Crprate Gvernance fr Suth Africa, 2016 ( King IV ). 3. Cmpsitin 3.1 The Cmmittee members shall be nminated by the designated Nminatins Cmmittee and appinted by the Bard. The Cmmittee shall cmprise f at least three members, all f whm shall be nn-executive directrs and the majrity shall be independent. 3.2 The members f the Cmmittee must cllectively have sufficient qualificatins and experience t fulfil their duties. 3.3 Invitatins t attend the Cmmittee meetings shall be extended t: the Grup Chief Executive Officer ( CEO ); and any ther senir executives and prfessinal advisrs as deemed apprpriate. Page 2 f 7
Nminatins and Remuneratin Cmmittee Terms f Reference 3.4 Individuals in attendance at Cmmittee meetings by invitatin may participate in discussins but d nt vte n reslutins r frm part f the qurum fr Cmmittee meetings. 3.5 A qurum f the Cmmittee shall be a majrity f members. 3.6 The Chairpersn f the Cmmittee shall be appinted by the Bard, frm its members, and shall be an independent nn-executive directr. 3.7 In the absence f the Chairpersn, the members present may nminate and elect ne f their members t chair the meeting. 3.8 The Cmmittee Chairpersn shall be the secretary t the Cmmittee. 4. Rle f the Cmmittee 4.1 The rle f the Cmmittee is t ensure the emplyee value prpsitin prmtes fair, respnsible, transparent remuneratin and reasnable emplyment practices within the Grup, whilst adpting a stakehlder-inclusive apprach. 4.2 It will als ensure the establishment f an apprpriate remuneratin framewrk and adptin f remuneratin plicies, which aim t attract and retain tp talent, agree with the Grup s lng-term strategy and drive sustainable perfrmance. 5. Mandate in respect f subsidiaries The Cmmittee is appinted t act n behalf f the Cmpany and its subsidiaries. The Cmmittee has been authrised by the Bard t establish relevant sub-cmmittees, within the subsidiary cmpanies, cnstituted f apprpriately qualified persns t assist in discharging its mandate in respect f any particular matter cntained in these Terms f Reference. 6. Respnsibilities The Cmmittee shall perate within the Bard s delegatin f authrity. In discharging its respnsibilities t the Bard, the Cmmittee will: 6.1 versee that the Cmpany s remuneratin strategy is market-related, cmpetitive and business relevant in rder t attract, retain and mtivate diverse talent required t drive the desired behaviur; 6.2 review the perfrmance f the Executive Cmmittee ( Exc ) members (excluding the CEO) against agreed perfrmance measures and targets; 6.3 review the perfrmance evaluatins f the Exc members, excluding the CEO; 6.4 determine specific and apprpriate remuneratin packages fr the CEO and members f Exc; 6.5 apprve and review any frm f exit packages fr the CEO and Exc members; 6.6 apprve the design f the crprate shrt-term incentive schemes, including determining targets and participatins threshlds; Page 3 f 7
Nminatins and Remuneratin Cmmittee Terms f Reference 6.7 apprve the design and the rules f the lng-term incentive schemes, including determining the allcatin criteria and perfrmance cnditins; 6.8 apprve the design and the rules f the share retentin schemes, including allcatin criteria; 6.9 apprve the design and the rules f any brad-based black ecnmic empwerment emplyee share wnership scheme; 6.10 recmmend fr Bard apprval JSE schedule 14 share schemes and any amendments theref; 6.11 review the effectiveness f the Exc successin planning prcess, including Exc members and ther key psitins t prvide cntinuity f leadership; 6.12 cnsider and recmmend t the Bard the fees t be paid t the nn-executive directrs fr services n the Bard and its Cmmittees, where relevant; 6.13 review the remuneratin disclsures in the Annual Reprt and Annual Financial Statements and ensure that the infrmatin is accurate, cmplete and transparent. Remuneratin Plicy and Remuneratin Reprt 6.14 review and apprve the Cmpany s Remuneratin Plicy and Implementatin Reprt based n principles f fair, respnsible and transparent remuneratin; 6.15 cnsider the results f the nn-binding advisry sharehlder vtes n the Remuneratin Plicy and Implementatin Reprt; 6.16 engage with majr dissenting sharehlders, if any, where pssible t address any cncerns; 6.17 versee the preparatin and recmmend t the Bard the Remuneratin Plicy and Implementatin Reprt t be included in the Annual Reprt and any related statutry r gvernance disclsures. 6.18 The emphasis f meetings shall be directed tward the issues summarised in Annexure A. Specific business decisins which are in terms f the delegatin f authrity and require input frm the Cmmittee are set ut in Annexure B. 7. Meetings f the Cmmittee 7.1 Cmmittee meetings shall be held at least quarterly. The Cmmittee Chairpersn shall reprt n key matters addressed by the Cmmittee at each Bard meeting. 7.2 Additinal meetings may be held at the request f the Chairpersn r any member f the Cmmittee r Bard as required. 7.3 All nn-executive directrs are entitled t attend the Cmmittee meetings. 7.4 Minutes f Cmmittee meetings shall be distributed timeusly. 7.5 Cmmittee papers shall, ther than under exceptinal circumstances, be frwarded t each member f the Cmmittee n fewer than seven days prir t the date f the meeting. 7.6 Members f the Cmmittee shall declare any cnflict f interest in respect f matters n the agenda and such declaratins will be managed as deemed necessary. Page 4 f 7
Nminatins and Remuneratin Cmmittee Terms f Reference 7.7 The Chairpersn f the Cmmittee shall attend the annual general meeting f the Cmpany and be prepared t respnd t any sharehlder questins n the Cmmittee s activities. 8. Authrity f the Cmmittee 8.1 The Cmmittee shall have the authrity t: access any infrmatin it needs t fulfil its respnsibilities; seek independent advice at the Cmpany s expense; and investigate matters within its mandate. 8.2 The Cmmittee shall have the ability t cnsult with and receive the full cperatin f any emplyee where necessary t fulfil its respnsibilities. 9. Remuneratin f members Members f the Cmmittee shall be paid such remuneratin in respect f their appintment as recmmended by the Bard and apprved by sharehlders. The Chairpersn f the Cmmittee shall, in additin t his/her remuneratin as a member, receive a further sum as recmmended by the Bard and apprved by sharehlders. 10. Review f Terms f Reference The Cmmittee shall review the Terms f Reference annually, t ensure that they remain cnsistent with the Bard s bjectives and respnsibilities. The Terms f Reference may be amended as required, subject t apprval f the Bard. 11. Evaluatin f the Cmmittee s perfrmance The Cmmittee shall ensure that a frmal prcess, as recmmended by the Nminatins Cmmittee and apprved by the bard, is fllwed fr evaluating the perfrmance f the Cmmittee, at least every secnd year. Page 5 f 7
Nminatins and Remuneratin Cmmittee Terms f Reference Appendix A: Cntent and Emphasis f Cmmittee Meetings Q1 Q2 Q3 Q4 Remuneratin and plicy Review executive and nn-executive remuneratin trends and benchmarking in Suth Africa. Review the perfrmance evaluatins f Exc (excluding the CEO). Apprve prpsed remuneratin fr the CEO and Exc members. Review nn-executive directrs fees fr recmmendatin t the Bard. Review the risk reprt n remuneratin items. Cnsider the results f the nn-binding advisry sharehlders vtes n the Remuneratin Plicy and Implementatin Reprt at the annual general meeting. Engage with dissenting sharehlders. Apprve and review any frm f exit packages fr the CEO and Exc members. Grup Crprate shrt-term incentives Review and apprve the design, including targets and perfrmance cnditins. Review and apprve the CEO and Exc member payuts. Nte details f payuts, including the financial mdel and participatin threshlds fr all participants. Nte details f frecast payments against budgets. Grup Crprate lng-term incentives Review and apprve design rules, including allcatin criteria and perfrmance cnditins. Review and apprve grants and awards under the LTIP scheme, including perfrmance cnditins. Page 6 f 7
Nminatins and Remuneratin Cmmittee Terms f Reference Q1 Q2 Q3 Q4 Review and apprve pr-rata vestings, including testing and tracking f perfrmance cnditins. Nte the number f shares available fr utilisatin in terms f the Cmpany s share trust, and share instruments exercised by members. Retentin scheme Nte the results frm the successin planning prcess fr Exc members and key psitins. Nte allcatins and/r vesting f Restricted Shares. Feedback frm Grup entities Review feedback frm subsidiary remuneratin cmmittees. Emplyee value prpsitin Nte update n the peple strategy and the emplyment value prpsitin. Annual integrated reprt and financial statements Review and recmmend the disclsure f directrs and prescribed fficers remuneratin and sharehldings. Review and recmmend the Remuneratin Plicy and Implementatin Reprt t the Bard fr apprval. Gvernance Review the results f the Cmmittee effectiveness evaluatin prcess (every secnd year). Review terms f reference and recmmend changes t the Bard fr apprval. Cnfirm that the Cmmittee has carried ut its respnsibilities in cmpliance with the Terms f Reference. Page 7 f 7