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Notice of annual general meeting and changes to the Board

Notice of annual general meeting and changes to the Board

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”)


NOTICE OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD

Annual General Meeting

Notice is hereby given that the annual general meeting of shareholders of Karooooo will be held by way of
electronic means on Thursday, 26 August 2021 at 18h00 Singapore Standard Time (which is 12h00 South
African Standard Time and 06h00 United States Eastern Daylight Time) for purposes of dealing with the
routine and special business of an annual general meeting.

The record date for the purposes of determining which shareholders of the Company are entitled to
participate in and vote at the annual general meeting is Wednesday, 21 July 2021.

The Notice of Annual General Meeting was distributed to shareholders today and is available on the
company’s website at www.karooooo.com.

Changes to the Board

As previously announced, the Board appointed Ms SK Ong as an independent non-executive director on 18
July 2021. She was a partner of Ernst & Young LLP (previously Ernst & Whinney) from July 1998 to June
2019. Ms Ong’s appointment is a strategic strengthening of the Board given her 37 years of extensive
experience across diverse industries which included entities listed on the Nasdaq and the Singapore
exchange. With effect from 1 August 2021, Ms Ong is being appointed as Lead Independent Director and
chair of the Audit and Risk Committee.

On 25 June 2021, Mrs K White was appointed as an independent non-executive director and member of the
Audit and Risk Committee. Mrs White has extensive corporate knowledge of the Karooooo group and was
the chair of the Audit and Risk Committee of the board of directors of Cartrack Holdings Limited for almost 7
years.

Mr DJ Brown, the current Chairman, who is required to retire from office at the annual general meeting of the
Company pursuant to Regulations 88 and 89 of the Constitution, has decided to retire from the Board,
effective 31 July 2021. Mr Brown served on the board of directors of Cartrack Holdings Limited as chairman
for almost 7 years and, as planned, has assisted the Board with the transition following the listing of the
Company. The Board thanks Mr Brown for his valuable contribution and long tenure as Chairman and
wishes him well for the future.

Mr B Nagle, the current chairman of the Audit and Risk Committee, has resigned from the Board with effect
from 31 July 2021 due to changes in personal circumstance leading to time constraints which would impact
his ability to effectively discharge his fiduciary duties. Mr Nagle’s resignation was not due to any
disagreement with the Company or the Board.

An announcement informing shareholders of the appointment of the new Chairman will be made following
the conclusion of the annual general meeting.



Johannesburg
Monday, 26 July 2021

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

Date: 26-07-2021 05:34:00
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Attachments

SENS_20210726_S449144.pdf