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Karooooo update

Karooooo update

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”)


Karooooo update

SINGAPORE, September 13, 2021 -- Karooooo Ltd. (“Karooooo”, or the “Company”) (NASDAQ: KARO),
that owns 100% of Cartrack Holdings (“Cartrack”), is a leading global provider of a mobility SaaS platform
that maximizes the value of automotive and workflow data by providing real-time data analytics solutions for
smart transportation.
Cartrack’s offering extends beyond connected vehicles, assisting enterprise customers in digitalizing the
mobility aspects of their businesses, including the administration of their fleets, management of field workers,
operational logistics and last mile deliveries.


Scale: Strong momentum in the number of subscribers continues

Karooooo’s robust business model drives new customer additions, delivering growth in the total number of
subscribers (vehicles or other mobile assets on our platform)

    -   1,408,609 subscribers in total for the quarter ending August 31, 2021, up 20% (Q2 2021: 1,175,173)
    -   102,609 net subscriber additions in the first half of 2022 up 110% (HY 2021: 48,658)


Karooooo acquired 70.1% of Picup Technologies (Pty) Ltd. (“Picup”) for ZAR70 million.

Uniquely positioned in the on-line delivery operational management software industry, Picup, a system
integration partner of Cartrack, is a highly competitive and entrepreneurial founder-led business, with an
impressive management team and strong growth prospects given the acceleration of e-commerce
transactions and the demand to digitalize logistics.

Given that Cartrack’s mobility open eco system platform allows for seamless integration into third party
systems, Picup a logistics cloud-based disruptive technology company located in South Africa, has been
working with Cartrack to address the challenges of last-mile delivery through an integrated offering. Picup
simplifies transport operations and helps mitigate the risks associated with logistics, specifically in relation to
meeting tight delivery timeframes. Cartrack customers are now able to manage their own fleets and
workflows, interact with specialist courier companies, as well as a network of vetted crowd-sourced drivers,
thus enabling them to efficiently scale their e-commerce business, deliveries and general logistic needs. The
platform allows enterprises and transporters to plan and allocate their loads, access real-time tracking and
proof of delivery with automated payments.

The logistics industry has historically been very inefficient with many enterprises not optimizing their fleets
and often having an inflated fleet size to balance customer demand. As e-commerce booms, retailers and
wholesalers require more efficient, flexible and cost-effective ways to optimize delivery capacity using a
cloud solution. Picup facilitates an elastic fleet of third-party delivery drivers to handle overflow volumes,
allowing clients to plan optimally, without having to factor surge periods into their base operating capacity.

Picup, a start-up currently completing over 200,000 monthly deliveries, successfully services large blue-chip
enterprises such as Dischem and Pick n Pay. Picup’s annualized growth revenue run rate stood at ZAR79
million at July 31, 2021, which represented a 130% increase over that of March. Picup’s scalable business
model has gained in relevance post the emergence of Covid-19, offering a meaningful opportunity for
expansion.

Karooooo has a robust balance sheet and has consistently demonstrated its ability to achieve scale and
deliver high-quality organic earnings growth with strong free cash flow generation. This transaction supports
the growth aspirations of Cartrack and Picup as the demand for last-mile delivery escalates at a rapid rate.
Commenting on Karooooo’s acquisition, Zak Calisto, CEO and Founder of Karooooo and Cartrack, said,
“As we think beyond connected vehicles, it is imperative that our cloud platform is a comprehensive mobility
solution that addresses the needs of both our existing and future enterprise customers. E-commerce
transactions across the globe are increasing dramatically and we need to ensure that we are well positioned
to assist our enterprise customers in fully digitalising the mobility aspects of their businesses. Picup helps
enterprises scale their operations without having to unnecessarily invest in additional assets. Our customers
that use the Cartrack Delivery functionality on our platform will soon be able to have a one stop cloud
platform to manage their fleets with the option of using crowd-sourced drivers when faced with unplanned
demand.”

Commenting on the Picup team, Calisto said, “The management team is business savvy, customer centric
and has the start-up mindset that we treasure.”

Antonio Bruni, founder and CEO of Picup, and the management team, will remain invested with a 29.9%
interest in Picup. Karooooo has the option to increase its shareholding to 83.5%.

Commenting on the acquisition, Bruni said, “Picup’s committed management team is excited about scaling
Picup with Karooooo, who has a proven track record of scaling a business with prudent financial discipline.”

Director appointments and designation

At the first Board meeting following the AGM, the directors decided to appoint Zak Calisto, CEO and founder
of Karooooo, as Interim Chairman, with Mrs SK Lim as Lead Independent Director. While the Board
recognizes the general preference for an independent chairman, Mrs Lim, who is independent and has many
years of experience in dealing with Board members, has the ability to reflect the Board’s positions in a
forthright and constructive manner, especially when they are contrary to that of the executives.

The Board is confident that Zak Calisto is best suited to chair the Board at this juncture. Zak Calisto is clear
that this position is temporary and that he prefers the appointment of a non-executive as chair.

The designation of the non-executive directors is as follows:
Mrs SK Lim              Lead Independent Director
                        Chair of the Audit and Risk Committee
                        Member of the Compensation and Nominations Committee
Mr TMA Leong            Chair of the Compensation and Nominations Committee
                        Member of the Audit and Risk Committee
Mrs K White             Member of the Audit and Risk Committee
                        Member of the Compensation and Nominations Committee

Voluntary disclosure in dealing in securities

On August 25, 2021, Georgem Holdings, an entity holding the assets of Juan Marais and family, sold
309,000 ordinary Karooooo shares at a price of ZAR485 to a large institutional investor in order to fund part
of the tax liability arising from the Karooooo restructuring in April 2021. Marais has advised that he intends to
sell a further 140,000 shares before the end of February 2022 to fund the balance of the tax liability.


Karooooo to report Second Quarter 2022 Financial Results on October 14, 2021 Eastern Time

Karooooo will report financial results for the second quarter ended August 31, 2021 on Thursday, October
14, 2021 shortly after 04:00 p.m. Eastern Time. The Company will host a corresponding conference call and
webcast on Friday, October 15, 2021 at 08:00 a.m. Eastern Time (02:00 p.m. South African time; 08:00 p.m.
Singaporean time).
Webcast: Registration is available at https://edge.media-server.com/mmc/p/4i5vcejb. A live and archived
webcast of the conference call will also be available on the Company’s website www.karooooo.com.
Conference call: Listeners may access the live conference call by dialing the following numbers and are
advised to dial in approximately 10 minutes prior to the start of the call:
United States Toll Free: 1 833 239 5575
International: +65 678 012 01
Singapore Toll Free: 800 852 8350
South Africa Toll Free: 0800 014 509
United Kingdom Toll Free: 0800 279 8053

Access Code: 3298232

About Karooooo
Karooooo, headquartered in Singapore, is a leading global provider of a mobility SaaS platform that
maximizes the value of automotive and workflow data by providing real-time data analytics solutions for
smart transportation to over 1.4 million connected vehicles. With more than 76,000 commercial customers
using the Cartrack platform Karooooo is the largest SaaS provider to enterprises in South Africa and also
services thousands of enterprise customers abroad. The Cartrack (wholly owned by Karooooo) SaaS
platform provides customers with differentiated insights and data analytics to optimize their business and
workforce, increase efficiency, decrease costs, improve safety, monitor environmental impact, assist with
regulatory compliance and manage risk. For more information, visit www.karooooo.com

Disclaimer
Forward-Looking Statements
The information in this announcement (which includes any oral statements made in connection therewith, as
applicable) includes “forward-looking statements.” Forward-looking statements are based on our beliefs and
assumptions and on information currently available to us, and include, without limitation, statements
regarding our business, financial condition, strategy, results of operations, certain of our plans, objectives,
assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects,
including outlook statements. Forward-looking statements include all statements that are not historical facts
and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,”
“intend,” “seek,” “anticipate,” “estimate,” “predict,” “potential,” “assume,” “continue,” “may,” “will,” “should,”
“could,” “shall,” “risk” or the negative of these terms or similar expressions that are predictions of or indicate
future events and future trends.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. We caution you that forward-looking
statements are not guarantees of future performance and that our actual results of operations, financial
condition and liquidity, the development of the industry in which we operate and the effect of acquisitions on
us may differ materially from those made in or suggested by the forward-looking statements contained in this
announcement. In addition, even if our results of operations, financial condition and liquidity, the
development of the industry in which we operate and the effect of acquisitions on us are consistent with the
forward-looking statements contained in this announcement, those results or developments may not be
indicative of results or developments in subsequent periods.

Important factors that could cause actual results, performance or achievements to differ materially from those
expressed or implied by these forward-looking statements are disclosed under the “Risk Factors” and
“Cautionary Statement Regarding Forward-Looking Statements” sections of the Annual Report on Form 20-F
filed on June 28, 2021.

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of
the date of this announcement. We disclaim any duty to update and do not intend to update any forward-
looking statements, all of which are expressly qualified by the statements in this section, to reflect events or
circumstances after the date of this announcement.

Non-IFRS Financial Measures
This announcement includes certain non-IFRS financial measures. These non-IFRS financial measures are
not measures of financial performance in accordance with IFRS and may exclude items that are significant in
understanding and assessing our financial results. Therefore, these measures should not be considered in
isolation or as an alternative or superior to IFRS measures. You should be aware that our announcement of
these measures may not be comparable to similarly-titled measures used by other companies.

Market and Industry Data
We include statements and information in this announcement concerning our industry ranking and the
markets in which we operate, including our general expectations and market opportunity, which are based on
information from independent industry organizations and other third-party sources (including a third-party
market study, industry publications, surveys and forecasts). While Karooooo believes these third-party
sources to be reliable as of the date of this announcement, we have not independently verified any third-
party information and such information is inherently imprecise. In addition, projections, assumptions and
estimates of the future performance of the industry in which we operate and our future performance are
necessarily subject to a high degree of uncertainty and risk due to a variety of risks. These and other factors
could cause results to differ materially from those expressed in the estimates made by the independent
parties and by us.

Trademarks and Trade Names
In our key markets, we have rights to use, or hold, certain trademarks relating to Cartrack, or the respective
applications for trademark registration are underway. We do not hold or have rights to any other additional
patents, trademarks or licenses, that, if absent, would have had a material adverse effect on our business
operations. Solely for convenience, trademarks and trade names referred to in this announcement may
appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we
will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable
licensor to these trademarks and trade names. We do not intend our use or display of other companies’
tradenames, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us
by, any other companies. Each trademark, trade name or service mark of any other company appearing in
this announcement is the property of its respective holder.

Investor Relations Contact       IR@karooooo.com

Media Contact                    media@karooooo.com




Johannesburg
Monday, 13 September 2021


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

Date: 13-09-2021 05:45:00
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Attachments

SENS_20210913_S451174.pdf