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Results Of The Annual General Meeting
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 12, 2023 (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 at the AGM.
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 20, 2023. 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 details For (1) Against(1) Abstentions(1) Shares
Routine Business Number of shares Number of shares Number of shares Voted %(2)
% % %
1. To receive and adopt the 24,398,294 5,905 7,517
Directors’ Statement, the
Auditors’ Report and the Audited 99.95 0.02 0.03 78.87
Financial Statements of the
Company for the financial year
ended February 28, 2023.
2.1To re-appoint Mr IJ Calisto, who 24,317,319 86,985 7,412
retires pursuant to Regulation 89
of the Constitution of the 99.61 0.36 0.03 78.87
Company, as a Director of the
Company.
2.2 To re-appoint Ms HS Goy, who 24,365,357 38,930 7,429
retires pursuant to Regulation 89
of the Constitution of the 99.81 0.16 0.03 78.87
Company, as a Director of the
Company.
3. To approve the remuneration of 24,289,027 113,850 8,839
Non-executive Directors of the
Company from time to time 99.49 0.47 0.04 78.87
during the year ending February
29, 2024 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 SGD62,500; (ii)
Director’s fee of SGD42,000; (iii)
Audit Committee Chairman’s fee
of SGD31,000; (iv) Compensation
Committee Chairman’s fee of
SGD17,000; (v) Audit Committee
member’s fee of SGD20,500; and
(vi) Compensation Committee
member’s fee of SGD11,500.
4. To appoint Ernst & Young LLP as 24,402,009 851 8,856
the auditors of the Company for
the financial year ending 99.96 0.00 0.04 78.87
February 29, 2024 and to
empower the Directors to fix the
auditors’ remuneration in their
absolute discretion.
Special business
5. To authorize the Directors to 23,765,880 638,751 7,085
purchase or otherwise acquire
issued ordinary shares in the 97.35 2.62 0.03 78.87
capital of the Company.
6. To authorize the Directors to 23,706,602 697,209 7,905
issue and allot shares.
97.11 2.86 0.03 78.87
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
Thursday, 13 July 2023
Sponsor
Merrill Lynch South Africa Proprietary Limited
t/a BofA Securities
Date: 13-07-2023 07:05:00
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