KAROOOOO LIMITED - Results of Annual General Meeting Of Karooooo Ltd. held on July 6, 2022

Results of Annual General Meeting Of Karooooo Ltd. held on July 6, 2022

Karooooo Ltd.
(a public company incorporated and registered in the Republic of Singapore)
(Unique Entity Number: 201817157Z)
JSE share code: KRO NASDAQ share code: KARO
ISIN: SGXZ19450089
(“Karooooo” or “Company”)

RESULTS OF THE ANNUAL GENERAL MEETING OF KAROOOOO LTD. HELD ON JULY 6, 2022 (the “AGM”)

There were 30,951,106 ordinary shares in issue as at the date of the AGM. In accordance with the
constitution of the Company, two members present or represented at the AGM, constitutes a quorum. We
confirm that a quorum was present.

Shareholders voted on all the resolutions relating to the ordinary business and all the resolutions relating to the
special business as set out in the notice of the AGM, dated June 14, 2022. All resolutions were duly passed.

Each ordinary share carries one vote. Details of all votes validly cast at the AGM are set out below:

Resolution number and            For (1)                Against(1)            Abstentions(1)        Shares Voted
details                          Number of shares       Number of shares      Number of shares      %(2)
Routine Business                 %                      %                     %

1. To receive and adopt the              27,685,989                52,625                  6,225
   Directors’ Statement, the
   Auditors’ Report and the                    99.79                   0.19                  0.02               89.45
   Audited Financial
   Statements of the
   Company for the financial
   year ended February 28,
   2022.

2. To re-appoint Mrs. Kim                 27,737,668                   948                  6,223
   White, who retires
   pursuant to Regulation 89                   99.98                   0.00                  0.02               89.62
   of the Constitution of the
   Company, as a Director of
   the Company.

3. To approve the                         27,684,534                54,082                  6,223
   remuneration of Non-
   executive Directors of the                  99.79                   0.19                  0.02               89.45
   Company from time to
   time during the year
   ending February 28, 2023
   in accordance with the
   following annual fee rates
   as may be relevant to
   each Non-executive
   Director: (i)
   Chairman’s/Lead
   Independent Directors’
   fee of SGD61,353; (ii)
   Director’s fee of
   SGD40,902; (iii) Audit
   Committee Chairman’s
   fee of SGD30,600; (iv)
   Compensation Committee
   Chairman’s fee of
   SGD16,830; (v) Audit
   Committee member’s fee
   of SGD20,400; and (vi)
   Compensation Committee
   member’s fee of
   SGD11,220.

4. To appoint Ernst & Young             27,738,389                   237                  6,213
   LLP as the auditors of the
   Company for the financial                     99.98               0.00                  0.02               89.62
   year ending February 28,
   2023 and to empower the
   Directors to fix the
   auditors’ remuneration in
   their absolute discretion.

Special business
 
 5. To authorize the                   27,235,616               503,301                  5,922
     Directors to purchase or
     otherwise acquire issued                    98.17               1.81                  0.02               87.99
     ordinary shares in the
     capital of the Company.
  
6. To authorize the                   27,281,393               457,077                  6,369
     Directors to issue and
     allot shares.                               98.33               1.65                  0.02               88.14



 Notes:
 (1) The calculation of the percentage of votes cast in favour of, or against, the resolution includes abstained
     votes.

 (2) Shares Voted is calculated as all the votes cast for, against, or abstained as applicable, divided by
     the total eligible votes.

Johannesburg
Wednesday, 6 July 2022


Sponsor
Merrill Lynch South Africa Proprietary Limited
t/a BofA Securities

Date: 06-07-2022 05:45:00
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