*all of the ordinary shares in Digicore (“Digicore Shares”), excluding inter alia any Digicore Shares held by subsidiaries of Digicore (“Treasury Shares”) and the Digicore Shares held by the Digicore Holdings Ltd. Share Trust (“Trust Shares”) (collectively the “Excluded Shares”), by way of a scheme of arrangement in terms of sections 114 and 115 of the Companies Act (“Scheme”); or

*if specified conditions of the Scheme are not fulfilled, all or a portion of the Digicore Shares, excluding the Excluded Shares, by way of a substitute general offer (“the Substitute Offer”).

Distribution of Circular

The Pre-conditions referred to in the FIA have all been fulfilled, waived or deferred and the circular setting out the terms and conditions of the Scheme and the Substitute Offer (“Circular”), and also incorporating a notice of general meeting of Digicore Shareholders, will be distributed by registered post to Digicore Shareholders on 31 July 2015.

Digicore Shareholders are advised to review the Circular for detailed information regarding the Scheme and the Substitute Offer and related aspects.

The Circular will be available on Digicore’s website at www.ctrack.com and on Novatel Wireless’ website at www.nvtl.com from today, 31 July 2015.

Notice of General Meeting

The Circular incorporates a Notice of General Meeting in relation to a general meeting of Digicore Shareholders to be held at Digicore Building, Regency Office Park, 9 Regency Drive, Route 21 Corporate Park, Irene Extension 30, Centurion, South Africa at 10:00 on Wednesday, 2 September 2015 (“General Meeting”), to consider and, if deemed fit, to pass, with or without modification, the special resolution required to implement the Scheme and the other resolutions set out in the notice of general meeting included in the Circular.

Important dates and times

Digicore Shareholders are referred to the table below setting out important dates and times in relation to the Scheme. Capitalised terms used below and elsewhere in this announcement and that are not otherwise defined, bear the meanings ascribed to them in the Circular.

*Record date to determine which Digicore Shareholders are entitled to receive the Circular: Friday 24 July

*Circular posted to Digicore Shareholders and notice convening the General Meeting announced on SENS: Friday 31 July

*Notice of General Meeting announced in the South African press: Monday 3 August

*Last day to trade in order to be recorded in the Register on the Scheme Voting Record Date in order to be eligible to vote at the General Meeting: Friday 21 August

*Scheme Voting Record Date being 17:00: Friday 28 August

*Forms of Proxy to be lodged at the Transfer Secretaries by 10:00: Monday 31 August

*Last date and time for Digicore Shareholders to give notice to Digicore objecting, in terms of section 164(3) of the Companies Act, to the Scheme Resolution to be able to invoke Appraisal Rights by 10:00: Wednesday 2 September

*Forms of Proxy not lodged with the Transfer Secretaries may be accepted, in the discretion of the chairman of the General Meeting, if handed in before commencement of the General Meeting 10:00: Wednesday 2 September

*General Meeting of Digicore Shareholders to be held at 10:00: Wednesday 2 September

*Results of General Meeting released on SENS: Wednesday 2 September

*Results of General Meeting published in the South African press: Thursday 3 September

If the Scheme is approved by Digicore Shareholders at the General Meeting:

*Last date for Digicore Shareholders who voted against the Scheme to require Digicore to seek court approval for the Scheme in terms of section 115(3)(a) of the Companies Act (where applicable): Wednesday 9 September

*Last date for Digicore Shareholders who voted against the Scheme to apply to court for leave to apply for a review of the Scheme in terms of section 115(3)(b) of the Companies Act: Wednesday 16 September

*Last date for Digicore to send objecting Digicore Shareholders notices of the adoption of the Scheme Resolution, in accordance with section 164(4) of the Companies Act: Wednesday 16 September

Action

The following dates assume that the Scheme becomes unconditional and that neither court approvals nor the review of the Scheme is required and will be confirmed in the finalisation announcement if the Scheme becomes unconditional:

*Scheme Finalisation Date expected to be on or about: Wednesday 30 September

*Scheme Finalisation Date announcement expected to be released on SENS on or about: Wednesday 30 September

*Scheme Finalisation Date announcement expected to be published in the South African press on or about: Thursday 1 October

*Scheme LDT expected to be on or about: Friday 9 October

*Trading in Digicore Shares on the JSE suspended from commencement of trade on or about: Monday 12 October

*Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme Consideration expected to be on or about: Friday 16 October

*Scheme Implementation Date expected to be on or about: Monday 19 October

*Scheme Consideration payment expected to take place on or about: Monday 19 October

*Termination of listing of Digicore Shares from the JSE at commencement of trade on or about: Tuesday 20 October

Notes:

*The above dates and times are subject to such changes as may be agreed to by Digicore and Novatel Wireless and approved by the Takeover Panel and/or the JSE, if required. If the Conditions are not fulfilled or waived by Wednesday, 30 September 2015 (or if the Conditions are fulfilled or waived before that date), an updated timetable will be released on SENS and published in the South African press.

*Digicore Shareholders should note that, as trade in Digicore Shares on the JSE is settled in the electronic settlement system used by Strate, settlement of trades takes place 5 Business Days after the date of such trades. Therefore, Digicore Shareholders who acquire Digicore Shares on the JSE after Friday, 21 August 2015, being the last day to trade in Digicore Shares so as to be recorded in the Register on the Scheme Voting Record Date, will not be entitled to vote at the General Meeting.

*Digicore Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 5 to the Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.

*The exercise of Appraisal Rights may result in changes to the above salient dates and times and Digicore Shareholders will be notified separately of the applicable dates and times resulting from any such changes.

*Digicore Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act, to require the approval of a court for the Scheme, should refer to Annexure 5 to the Circular which includes an extract of section 115 of the Companies Act. Should Digicore Shareholders exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out above will not be relevant. Digicore Shareholders will be notified separately of the applicable dates and times under this process.

*Dematerialised Digicore Shareholders, other than those with Own-Name Registration, must provide their CSDP or Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of the Custody Agreements between them and their CSDP or Broker.

*No dematerialisation or rematerialisation of Digicore Shares may take place from the commencement of business on the Business Day following the Scheme LDT. The Scheme LDT is expected to be on Friday, 9 October 2015.

*If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting.

*Although the salient dates and times are stated to be subject to change, such statement may not be regarded as consent or dispensation for any change to time periods which may be required in terms of the Companies Act, the Companies Regulations and the JSE Listings Requirements, where applicable, and any such consents or dispensations must be specifically applied for and granted.

*All times referred to in this announcement are references to South African Standard Time.

Copies of the Circular