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Karooooo Ltd. (NASDAQ: KARO) wins backing for buyback and share issue powers at AGM

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Karooooo Limited held its Annual General Meeting of Shareholders in Singapore on July 28, 2026. There were 30,893,300 ordinary shares in issue on the AGM date, and a quorum was confirmed.

Shareholders passed all resolutions covering routine and special business. Routine items included re-appointing Mrs K White as a director; receiving and adopting the directors’ statement, auditors’ report and audited financial statements for the year ended February 28, 2026; approving updated annual fee rates for non-executive directors, including a SGD63,500 chairman’s/lead independent director’s fee and a SGD42,500 director’s fee; and re-appointing Deloitte & Touche LLP (Singapore) and Deloitte & Touche (South Africa) as auditors, with directors empowered to set their remuneration.

Special business resolutions also passed, authorizing the directors to purchase or otherwise acquire issued ordinary shares of the company and to issue and allot shares. For votes on the resolutions ranged from 96.65% to 99.95%, with shares voted between 82.12% and 84.92% of those in issue.

Positive

  • None.

Negative

  • None.

Filing Explained

The AGM approvals give directors authority to buy issued shares and issue or allot shares, but the filing does not report that either action occurred or provide transaction terms or a quantity, so their present ownership or dilution effect cannot be sized.

Shares in issue 30,893,300 ordinary shares In issue as at the date of the AGM on July 28, 2026
Votes for Resolution 1 26,130,722 shares For votes to re-appoint Mrs K White as director; 99.56% of votes cast
Support for auditor re-appointment 99.95% For votes on re-appointing Deloitte & Touche entities as auditors (Resolution 4)
Chairman/Lead Independent Director fee SGD63,500 Approved annual fee for the chairman or lead independent director for the year ending February 28, 2026
Non-executive Director fee SGD42,500 Approved annual fee for other non-executive directors for the year ending February 28, 2026
Votes for share repurchase authority 25,516,128 shares For votes on Resolution 5 authorizing directors to purchase or acquire issued ordinary shares; 97.21% support
Lowest support among resolutions 96.65% For votes on Resolution 6 authorizing directors to issue and allot shares
Range of shares voted 82.12%–84.92% Shares voted as a percentage of shares in issue across the six resolutions
Annual General Meeting regulatory
"today held its Annual General Meeting of Shareholders."
ordinary shares financial
"There were 30,893,300 ordinary shares in issue as at the date"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
quorum regulatory
"two members present or represented at the AGM constitutes a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
special business regulatory
"all the resolutions relating to the special business as set out in the notice"
Non-executive Directors financial
"To approve the remuneration of Non-executive Directors of the Company"
Non-executive directors are board members who do not work for the company day-to-day but oversee management, like an independent referee watching a game rather than playing. They matter to investors because they provide impartial checks on executive decisions, help shape long-term strategy, monitor risks and financial reporting, and guard shareholder interests—contributing to better governance and reducing the chance of mismanagement or conflicts of interest.
abstentions financial
"Against (1) Number of shares | | | Abstentions (1) Number of shares"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Karooooo Ltd. (KARO) shareholders approve at the July 28, 2026 AGM?
Shareholders approved all routine and special business resolutions at the AGM. These included director re-appointment, adoption of financial statements, non-executive director fee levels, re-appointment of auditors, and authorities for directors to repurchase shares and to issue and allot shares.

How many Karooooo Ltd. (KARO) shares were in issue at the 2026 AGM?
At the AGM date, Karooooo had 30,893,300 ordinary shares in issue. Each ordinary share carried one vote, and a quorum was achieved with at least two members present or represented, allowing all resolutions to be validly considered and voted on.

What were the key voting results on Karooooo Ltd. (KARO) AGM resolutions?
Support for AGM resolutions was very high, with “for” votes ranging from 96.65% to 99.95%. The proportion of shares voted on each resolution ranged between 82.12% and 84.92% of the 30,893,300 ordinary shares in issue at the meeting date.

What director remuneration levels did Karooooo Ltd. (KARO) shareholders approve?
Shareholders approved non-executive director fees, including an annual SGD63,500 fee for the chairman/lead independent director and SGD42,500 for other directors. Additional annual fees were set for Audit and Compensation Committee chairs and members in the SGD12,000–31,500 range.

What auditor appointments were confirmed at Karooooo Ltd. (KARO) 2026 AGM?
Shareholders re-appointed Deloitte & Touche LLP in Singapore and Deloitte & Touche in South Africa as the company’s auditors for the financial year ending February 28, 2026. Directors were empowered to determine the auditors’ remuneration at their discretion.

What share capital authorities did Karooooo Ltd. (KARO) directors receive?
Under special business, shareholders authorized directors to purchase or otherwise acquire issued ordinary shares and to issue and allot shares. These mandates, each supported by more than 96% of votes cast, provide flexibility over the company’s share capital structure.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of July, 2026

 

Commission File Number: 001-40300

 

KAROOOOO LTD.

(Exact name of registrant as specified in its charter)

 

1 Harbourfront Avenue
Keppel Bay Tower #14-07
Singapore 098632

+65 6255 4151

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒      Form 40-F ☐

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Karooooo Ltd.
     
  By: /s/ Isaias (Zak) Jose Calisto
    Name:  Isaias (Zak) Jose Calisto
    Title: Chief Executive Officer

 

Date: July 28, 2026

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Results of the Annual General Meeting of Karooooo Limited, held on July 28, 2026

 

2

 

Exhibit 99.1

 

 

SINGAPORE (July 28, 2026) - Karooooo Limited (NASDAQ: KARO) (“Karooooo” or “The Company”) today held its Annual General Meeting of Shareholders.

 

There were 30,893,300 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 July 3, 2026. 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)
Number of
shares		   Against(1)
Number of
shares		   Abstentions(1)
Number of
shares		   Shares
Voted		 
Routine Business  %   %   %   %(2) 
1. To re-appoint Mrs K White, who retires pursuant to Regulation 89 of the Constitution of the Company, as Director of the Company.   26,130,722    116,695    974      
      99.56    0.44    0.00    84.58 
2. To receive and adopt the Directors’ Statement, the  Auditors’ Report and the Audited Financial Statements of the Company for the financial year ended February 28, 2026.   26,191,386    2,003    55,002      
      99.78    0.01    0.21    84.77 
3. To approve the remuneration of Non-executive Directors of the Company from time to time during the year ending February 28, 2026 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 SGD63,500; (ii) Director’s fee of                    
  SGD42,500; (iii) Audit Committee Chairman’s fee of SGD31,500; (iv) Compensation Committee Chairman’s fee of SGD17,500; (v) Audit Committee member’s fee of   26,193,205    18,361    36,825      
  SGD21,000; and (vi) Compensation Committee member’s fee of SGD12,000.   99.79    0.07    0.14    84.78 
4. To re-appoint Deloitte & Touche LLP (located in Singapore) and Deloitte & Touche (located in South Africa) as the auditors of the Company for the financial year ending February 28, 2026 and to empower the Directors to fix the auditors’   26,234,457    12,806    1,128      
  remuneration in their absolute discretion.   99.95    0.05    0.00    84.92 
                       
Special business                    
5. To authorize the Directors to purchase or otherwise acquire issued ordinary shares in   25,516,128    694,679    37,584      
  the capital of the Company.   97.21    2.65    0.14    82.59 
6. To authorize the Directors to issue and allot shares.   25,369,942    841,319    37,130      
      96.65    3.21    0.14    82.12 

 

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 the resolutions,  divided by the total eligible votes.

 

For more information, visit www.karooooo.com.

 

Investor Relations Contact: IR@karooooo.com.

 

Source: View Original Filing on SEC EDGAR

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