KAROOOOO LIMITED - Karooooo Ltd. Announces Pricing of Secondary Public Offering of Ordinary Shares

Karooooo Ltd. Announces Pricing of Secondary Public Offering of Ordinary Shares

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")


Karooooo Ltd. Announces Pricing of Secondary Public Offering of Ordinary Shares

Karooooo Ltd. ("Karooooo") today announced the pricing of an underwritten secondary public offering (the
"Offering") of 1,500,000 ordinary shares held by Isaias (Zak) Jose Calisto, Karooooo's chief executive officer
(the "Selling Shareholder"), at a price to the public of $50.00 per ordinary share (the "public offering price") for
total gross proceeds of approximately $75.0 million. The Offering is expected to close on June 13, 2025,
subject to customary closing conditions. In addition, the underwriters of the Offering will have a 30-day option
to purchase up to an additional 225,000 ordinary shares from the Selling Shareholder at the public offering
price. Karooooo's ordinary shares are listed on the Nasdaq Capital Market under the symbol "KARO."

Karooooo is not selling any ordinary shares in the Offering and will not receive any of the proceeds from the
sale of any ordinary shares by the Selling Shareholder, but will bear the costs associated with the sale of such
shares, other than any underwriting commissions, which will be borne by the Selling Shareholder.

Following completion of the Offering, the Selling Shareholder will continue to beneficially own 17,917,958
ordinary shares, or 58.00% (or 17,692,958 ordinary shares, or 57.27% if the option to purchase additional
shares is exercised in full) of the 30,893,300 ordinary shares issued and outstanding. In addition, Juan Marais,
the Chief Sales Officer of Karooooo, is the beneficial owner of 3,250,793 ordinary shares, or 10.52% of the
issued and outstanding shares of Karooooo, through One Spire (Pty) Ltd. ("One Spire"). The Selling
Shareholder and One Spire have agreed that if the Selling Shareholder's beneficial ownership falls to below
51% of the issued and outstanding shares of Karooooo, then One Spire will cast all votes in respect of the
ordinary shares that One Spire beneficially owns as directed by the Selling Shareholder.

UBS Investment Bank, William Blair and Standard Bank are acting as joint active lead book-running managers
for the Offering. Raymond James is acting as a joint book-running manager for the Offering. Needham &
Company is acting as lead manager. Roth Capital Partners is acting as a co-manager for the Offering.

The Registration Statement on Form F-3 relating to these securities has been filed with the Securities and
Exchange Commission (the "SEC") and was declared effective by the SEC on July 22, 2024. The Offering is
being made only by means of a prospectus and an accompanying prospectus supplement. Before investing,
prospective investors should read the prospectus, any accompanying prospectus supplement related to the
Offering and the documents incorporated by reference therein for more complete information. Copies of these
documents, including the final prospectus supplement, when available, may be obtained at no charge on the
SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, the final
prospectus supplement, when available, and the accompanying prospectus may be obtained by contacting
UBS Securities LLC at 1285 6th Ave, New York, NY 10019, William Blair & Company, L.L.C., Attention:
Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687
or by email at prospectus@williamblair.com or The Standard Bank of South Africa Limited at 30 Baker Street,
Rosebank, Johannesburg, South Africa 2196 or by telephone at +27 (0)11 344 5725.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Karooooo

Karooooo digitally transforms physical operations by simplifying decision making. Through its cloud platform,
Karooooo empowers businesses to conquer operations including fleet maintenance, fuel management and
asset utilization, workforce management, logistics, safety, compliance, risk and environmental impact.
Karooooo's differentiated insights and analytics simplify day-to-day operations and enable businesses to
decrease costs, increase efficiency, improve safety and strengthen workforce and customer satisfaction.
Karooooo is headquartered in Singapore and services more than 125,000 commercial customers and more
than 2,300,000 active subscribers in more than 20 countries globally, as of February 28, 2025.
Investor Relations Contact IR@karooooo.com




Johannesburg
12 June 2025


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

Date: 12-06-2025 03:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.