POWERFLEET INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of five directors, each to serve for a one-year term expiring at the Company's 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified: Charles Frumberg

POWERFLEET INC.’s own tally for this item (“Elect Director: Charles Frumberg”): 22,437,422 for, 4,690,785 withheld, per its Form 8-K filed July 26, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 83% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 5,725,330 for, 1,700,985 withheld.

Description as filed by funds: Election of five directors, each to serve for a one-year term expiring at the Company's 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified: Elchanan (Nani) Maoz

POWERFLEET INC.’s own tally for this item (“Elect Director: Nani Maoz”): 26,929,701 for, 198,506 withheld, per its Form 8-K filed July 26, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.2% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 7,426,315 for.

Description as filed by funds: Election of five directors, each to serve for a one-year term expiring at the Company's 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified: Michael Brodsky

POWERFLEET INC.’s own tally for this item (“Elect Director: Michael Brodsky”): 19,749,732 for, 7,378,475 withheld, per its Form 8-K filed July 26, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 73% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 4,186,995 for, 3,239,320 withheld.

Description as filed by funds: Election of five directors, each to serve for a one-year term expiring at the Company's 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified: Michael Casey

POWERFLEET INC.’s own tally for this item (“Elect Director: Michael Casey”): 21,986,050 for, 5,142,157 withheld, per its Form 8-K filed July 26, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 5,751,659 for, 1,674,656 withheld.

Description as filed by funds: Election of five directors, each to serve for a one-year term expiring at the Company's 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified: Steve Towe

POWERFLEET INC.’s own tally for this item (“Elect Director: Steve Towe”): 26,866,489 for, 261,719 withheld, per its Form 8-K filed July 26, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 7,426,315 for.

Description as filed by funds: to approve the issuance of 70,704,110 shares of Powerfleet common stock, pursuant to the terms of the Implementation Agreement, dated as of October 10, 2023 (the "implementation agreement"), by and among Powerfleet, Main Street 2000 Proprietary Limited, a private company incorporated in the Republic of South Africa and a wholly owned subsidiary of Powerfleet ("Powerfleet Sub"), and MiX Telematics Limited, a public company incorporated under the laws of the Republic of South Africa ("MiX Telematics"), pursuant to which Powerfleet will acquire all of the issued ordinary shares of MiX Telematics, no par value ("MiX ordinary shares"), through the implementation of a scheme of arrangement (the "scheme") in accordance with Sections 114 and 115 of the South African Companies Act, No. 71 of 2008, as amended (the "Companies Act"), excluding treasury shares and any MiX ordinary shares held by any MiX Telematics shareholder that has validly exercised its appraisal rights under Section 164 of the Companies Act with respect to the scheme. A copy of the implementation agreement is attached to the accompanying joint proxy statement/prospectus as Annex A (the "Powerfleet stock issuance proposal");

POWERFLEET INC.’s own tally for this item (“1. The approval of the issuance of shares of common stock of the Company to shareholders of MiX Telematics Limited ("MiX") pursuant to an implementation agreement, dated as of October 10, 2023 (the "Implementation Agreem”): 28,512,190 for, 47,833 against, per its Form 8-K filed February 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 7,654,684 for.

Description as filed by funds: to approve an amendment of Powerfleet's amended and restated certificate of incorporation (the "charter amendment") to increase the number of shares of Powerfleet common stock authorized for issuance thereunder from 75 million to 175 million. A copy of the charter amendment is attached to the accompanying joint proxy statement/prospectus as Annex B (the "Powerfleet charter amendment proposal");

POWERFLEET INC.’s own tally for this item (“2. The approval of an amendment of the Company's amended and restated certificate of incorporation to increase the number of authorized shares of the Company's common stock from 75 million to 175 million”): 28,497,953 for, 69,795 against, per its Form 8-K filed February 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 7,654,684 for.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 1 managers: 307,172 for.

Institutional-manager reports, all 1 managers: 307,172 for.

Description as filed by funds: to approve the adjournment of the Powerfleet special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present virtually or by proxy for, or otherwise in connection with, the approval of each of the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal (the "Powerfleet adjournment proposal").

The 10 asset managers below reported 5,801,174 for, 328,774 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: The Adjournment Proposal - the approval to adjourn the Powerfleet special meeting, or any adjournments thereof, to another time or place, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Powerfleet special meeting to approve the Powerfleet stock issuance proposal and the Powerfleet charter amendment proposal.

The 6 asset managers below reported 1,524,736 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: Approval Of An Amendment To The Company's 2018 Incentive Plan, As Amended, To Increase The Number Of Shares Of Common Stock Available For Issuance Thereunder.

The 16 asset managers below reported 3,789,099 for, 3,637,216 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: to approve, on an advisory (non-binding) basis, the compensation that may become payable to certain executives of Powerfleet in connection with the transactions contemplated by the implementation agreement (the "Powerfleet compensation proposal"); and

POWERFLEET INC.’s own tally for this item (“3. The approval, on an advisory (non-binding) basis, of the compensation that may become payable to certain named executive officers of the Company in connection with, and upon, the consummation of the transactions conte”): 16,832,173 for, 9,791,758 against, per its Form 8-K filed February 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 15 managers: 1,173,827 for, 4,562,155 against, 1,918,702 abstained.

Institutional-manager reports, all 32 managers: 8,086,055 for, 5,516,374 against, 4,600 not voted. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Approval, On An Advisory Basis, Of The Company's Executive Compensation.

POWERFLEET INC.’s own tally for this item (“3. The stockholders approved an advisory resolution on executive compensation.”): 19,504,446 for, 6,433,815 against — passed, per its Form 8-K filed July 26, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved an advisory resolution on executive compensation.”
Support: 75% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 16 managers: 2,694,559 for, 3,737,239 against, 994,517 abstained.

Institutional-manager reports, all 29 managers: 10,644,598 for, 3,212,174 against, 113,062 abstained, 4,600 not voted. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Approval, On An Advisory Basis, Of The Frequency Of Future Stockholder Advisory Votes On The Company's Executive Compensation.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 16 managers: 484,300 for, 6,748,465 1 year, 193,550 3 year.

Institutional-manager reports, all 26 managers: 4,600 not voted, 6,246,650 1 year, 110,461 3 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Ratification Of The Appointment Of Ernst & Young LLP As The Independent Registered Public Accounting Firm Of The Company For The Fiscal Year Ending December 31, 2023.

POWERFLEET INC.’s own tally for this item (“2. The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.”): 30,471,552 for, 44,993 against — passed, per its Form 8-K filed July 26, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 7,426,315 for.