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Results of the annual general meeting

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 AUGUST 26, 2021 (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 July 26, 2021. 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             26,427,296                707                 2,466
   Directors’ Statement, the
   Auditors’ Report and the                 99.99                 0.00                 0.01              85.39
   Audited Financial
   Statements of the
   Company for the financial
   year ended February 28,
   2021.
2. To re-appoint Mr. Tzin              26,427,196                  907                2,366
   Min Andrew Leong, who
   retires by rotation                      99.99                 0.00                 0.01              85.39
   pursuant to Regulations
   88 and 89 of the
   Constitution of the
   Company, as a Director of
   the Company.
3. To re-appoint Mrs. Kim              26,427,191                  912                2,366
   White, who retires
   pursuant to Regulation 92                99.99                 0.00                 0.01              85.39
   of the Constitution of the
   Company, as a Director of
   the Company.
4. To re-appoint Ms Siew               26,427,191                  912                2,366
   Koon Lim (Ong), who
   retires pursuant to                      99.99                 0.00                 0.01              85.39
   Regulation 92 of the
   Constitution of the
   Company, as a Director of
   the Company.
5. To approve the                      26,426,906                  997                2,566
   remuneration of Non-
   executive Directors of the               99.99                 0.00                 0.01               85.39
   Company from time to
   time during the year
   ending February 28, 2022
   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 SGD60,150; (ii)
   Director’s fee of
   SGD40,100; (iii) Audit
   Committee Chairman’s
   fee of SGD30,000; (iv)
   Compensation Committee
   Chairman’s fee of
   SGD16,500; (v) Audit
   Committee member’s fee
   of SGD20,000; and (vi)
   Compensation Committee
   member’s fee of
   SGD11,000.
6. To re-appoint KPMG LLP             26,427,123                   882                2,464
   as the auditors of the
   Company for the financial                99.99                 0.00                 0.01               85.39
   year ending February 28,
   2022 and to empower the
   Directors to fix the
   auditors’ remuneration in
   their absolute discretion.

Special business
  7. To authorize the                 26,376,543                51,448                2,478
     Directors to purchase or
     otherwise acquire issued               99.80                 0.19                 0.01               85.39
     ordinary shares in the
     capital of the Company.
  8. To authorize the                 26,086,707              341,396                 2,366
     Directors to issue and
     allot shares.                          98.70                 1.29                 0.01               85.39



 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, 26 August 2021
Sponsor
Merrill Lynch South Africa Proprietary Limited
t/a BofA Securities

Date: 26-08-2021 04:37:00
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Attachments

SENS_20210826_S450496.pdf