KARO

In anticipation of the Issuer's initial public offering, and recognizing that Mr. Calisto, as founder, would receive no special rights pursuant to the Constitution of the Issuer, Mr. Calisto and Georgem Holdings (Pty) Ltd. ("Georgem") entered into that certain Voting Agreement (the "Original Voting Agreement"), dated as of March 22, 2021, with the purpose of providing Mr. Calisto and his permitted transferees the right to exercise, or cause Georgem to exercise as directed by Mr. Calisto and his permitted transferees, the voting rights in respect of the Initial Georgem Holding (as defined below). In connection with the initial public offering of the Issuer in the United States, a corporate reorganization (the "Corporate Reorganization") was undertaken pursuant to a scheme of arrangement under Section 114(1) (as read with Section 115) of the South African Companies Act (the "Scheme"), whereby the Issuer, as the majority shareholder of Cartrack Holdings Limited ("Cartrack") acquired for cash all of the outstanding ordinary shares held by the minority shareholders of Cartrack at a price equal to R42.00 per share (the "Scheme Consideration"), and, as a result, Cartrack became a wholly owned subsidiary of the Issuer. In connection with the Scheme, certain eligible shareholders of Cartrack elected to use all or a portion of their Scheme Consideration to subscribe for Ordinary Shares of the Issuer (the "Reinvestment"). Georgem, an eligible Cartrack shareholder, used its Scheme Consideration to participate in the Reinvestment and acquired 3,550,000 Ordinary Shares on April 21, 2021 (the "Initial Georgem Holding"). Also in connection with the Corporate Reorganization, Mr. Calisto, an eligible Cartrack shareholder, used his Scheme Consideration to participate in the Reinvestment and acquired 86,400 additional Ordinary Shares on April 21, 2021. On August 12, 2021, in anticipation of the August One Spire Transaction (as defined below), Mr. Calisto and Georgem entered into that certain Amended and Restated Voting Agreement (the "A&R Georgem Voting Agreement") dated as of August 12, 2021, with the purpose of amending, restating and superseding the Original Voting Agreement to permit Georgem to transfer 3,000,000 Ordinary Shares in connection with the August One Spire Transaction. Pursuant to the A&R Georgem Voting Agreement, Mr. Calisto and Georgem had agreed that if Mr. Calisto's beneficial ownership falls to below 51% of the issued and outstanding Ordinary Shares of the Issuer, then Georgem will cast all votes in respect of the Ordinary Shares held by Georgem as directed by Mr. Calisto and his permitted transferees. In addition, without the prior written consent of Mr. Calisto, Georgem is not permitted to acquire any additional Ordinary Shares. Concurrent with execution of the A&R Georgem Voting Agreement and in anticipation of the August One Spire Transaction, Mr. Calisto and One Spire entered into that certain Voting Agreement (the "Original One Spire Voting Agreement"), dated as of August 12, 2021, with the purpose of providing Mr. Calisto and his permitted transferees the right to exercise, or cause One Spire to exercise as directed by Mr. Calisto and his permitted transferees, the voting rights in respect of the Ordinary Shares held by One Spire in connection with the August One Spire Transaction or otherwise held by One Spire. On August 23, 2021, Georgem and One Spire consummated a transfer of 3,000,000 Ordinary Shares held by Georgem to One Spire (the "August One Spire Transaction"). Georgem retained 550,000 Ordinary Shares following the August One Spire Transaction. On August 25, 2021, Georgem sold 309,000 Ordinary Shares on the Johannesburg Stock Exchange pursuant to Rule 144. Georgem retained 241,000 Ordinary Shares following this sale. Between November 5 and November 22, 2021, Mr. Calisto sold 309,000 Ordinary Shares on the Johannesburg Stock Exchange pursuant to Rule 144 for aggregate consideration of R156,585,631.74 at a price of R506.75 per Ordinary Share, through Peresec SA Nominees (Pty) Ltd. ("Peresec") as broker, primarily to fund taxes and costs related to the Scheme. On November 29, 2021, Georgem and One Spire consummated a transfer of 100,000 Ordinary Shares held by Georgem to One Spire (the "November One Spire Transaction"). Georgem retained 141,000 Ordinary Shares following the November One Spire Transaction. One Spire held 3,100,000 Ordinary Shares following the November One Spire Transaction. On November 30, 2021, Georgem sold 141,000 Ordinary Shares on the Johannesburg Stock Exchange pursuant to Rule 144. Georgem no longer holds any Ordinary Shares. On December 6, 2021, in connection with the November One Spire Transaction, Mr. Calisto and One Spire entered into that certain Amended and Restated Voting Agreement (the "A&R One Spire Voting Agreement"), dated as of December 6, 2021, with the purpose of amending, restating and superseding the Original One Spire Voting Agreement. Pursuant to the A&R One Spire Voting Agreement, Mr. Calisto and One Spire have agreed that if Mr. Calisto's beneficial ownership falls to below 51% of the issued and outstanding Ordinary Shares of the Issuer, then One Spire will cast all votes in respect of the Ordinary Shares held by One Spire as directed by Mr. Calisto and his permitted transferees. In addition, without the prior written consent of Mr. Calisto, One Spire is not permitted to (i) transfer any Ordinary Shares owned by One Spire or (ii) acquire any additional Ordinary Shares. Mr. Calisto disclaims beneficial ownership of such Ordinary Shares. The description of the voting agreements contained in this Item 4 is not intended to be complete and is qualified in its entirety by reference to such documents. The A&R One Spire Voting Agreement, which is the only voting agreement described herein pursuant to which Mr. Calisto may be deemed to have beneficial ownership and shared voting and dispositive power over Ordinary Shares, is filed as Exhibit 99.2 hereto and incorporated by reference herein. During February 2022, Mr. Calisto sold 81,483 Ordinary Shares on the Nasdaq Capital Market ("Nasdaq") pursuant to Rule 144 for aggregate consideration of approximately $2,723,161.86 at an average price of $33.42 per Ordinary Share, through DBS Bank Limited, as broker. During August 2024, Mr. Calisto sold 307,624 Ordinary Shares on Nasdaq pursuant to Rule 144 for aggregate consideration of approximately $10,760,687.50 at an average price of $34.98 per Ordinary Share, through DBS Bank Limited, as broker. During November 2024, Mr. Calisto sold 145,959 Ordinary Shares on Nasdaq pursuant to Rule 144 for aggregate consideration of approximately $5,985,918 at an average price of $41.01 per Ordinary Share, through DBS Bank Limited, as broker. During January 2025, Mr. Calisto sold 53,827 Ordinary Shares on Nasdaq pursuant to Rule 144 for aggregate consideration of approximately $2,449,307 at an average price of $45.50 per Ordinary Share, through DBS Bank Limited, as broker. During February 2025, Mr. Calisto sold 71,401 Ordinary Shares on Nasdaq pursuant to Rule 144 for aggregate consideration of approximately $3,353,094 at an average price of $46.96 per Ordinary Share, through DBS Bank Limited, as broker. During May 2025, Mr. Calisto sold 32,042 Ordinary Shares on Nasdaq pursuant to Rule 144 for aggregate consideration of approximately $1,732,378 at an average price of $54.07 per Ordinary Share, through DBS Bank Limited, as broker. During June 2025, Mr. Calisto sold 1,500,000 Ordinary Shares pursuant to the 2025 Offering (as defined below) for aggregate consideration of approximately $75,000,000 at a price to the public of $50.00 per Ordinary Share. In addition, during the three months ended August 31, 2022, One Spire acquired 40,000 Ordinary Shares on the Johannesburg Stock Exchange for aggregate consideration of approximately R16,088,400.00 at an average price of R402.21 per Ordinary Share, through Peresec, as broker. During the three months ending August 31, 2024, One Spire acquired 77,258 Ordinary Shares on the Johannesburg Stock Exchange for aggregate consideration of approximately R48,825,324.80 at an average price of R631.43 per Ordinary Share, through Peresec, as broker. During the three months ended February 28, 2025, One Spire acquired 33,535 Ordinary Shares on the Johannesburg Stock Exchange for aggregate consideration of approximately R28,166,047 at an average price of R839.90 per Ordinary Share, through Peresec, as broker. Mr. Calisto may be deemed to have beneficial ownership and shared voting and dispositive power over One Spire's Ordinary Shares as a result of the A&R One Spire Voting Agreement. Mr. Calisto disclaims beneficial ownership of such Ordinary Shares. The information in Item 6 of this Schedule 13D/A is incorporated herein by reference. Mr. Calisto intends to review his investment in the Issuer on an ongoing basis and, in the course of his review, may take actions (including through his affiliates) with respect to his investment or the Issuer, including communicating with the board of directors of the Issuer (the "Board"), members of management or other security holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which Mr. Calisto is a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer's securities, or any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which Mr. Calisto is a party, Mr. Calisto or his affiliates may seek to acquire securities of the Issuer, including Ordinary Shares and/or other equity, debt, notes or other financial instruments related to the Issuer or the Ordinary Shares (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to Mr. Calisto's respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that Mr. Calisto or his affiliates may pursue, subject to the terms and conditions of the documents described herein to which Mr. Calisto is a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer's securities or other financial instruments, Mr. Calisto's or such affiliates' trading and investment strategies, subsequent developments affecting the Issuer, the Issuer's business and the Issuer's prospects, other investment and business opportunities available to Mr. Calisto and his affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by Mr. Calisto and such affiliates. In particular, on July 11, 2024, to satisfy Mr. Calisto's exercise of his demand registration rights pursuant to Sections 2.01(a) and 2.01(f) of the Registration Rights Agreement (as defined below), the Issuer filed a Registration Statement on Form F-3 (File No. 333-280758) (the "Form F-3") to register the offer and sale of up to 6,000,000 Ordinary Shares of the Issuer held by Mr. Calisto. In addition, on June 11, 2025, to satisfy Mr. Calisto's exercise of his right to require the Company to reasonably cooperate with Mr. Calisto to facilitate an Underwritten Offering (as defined in the Registration Rights Agreement) by taking all actions reasonably requested by Mr. Calisto, including, but not limited to, the actions described in Section 2.04 of the Registration Rights Agreement, pursuant to Section 2.01(f) of the Registration Rights Agreement, the Issuer facilitated and launched an SEC-registered underwritten secondary public offering (the "2025 Offering") pursuant to the Issuer's Form F-3, as supplemented by the prospectus supplement, dated June 11, 2025. In the 2025 Offering, Mr. Calisto offered and sold 1,500,000 Ordinary Shares at a price to the public of $50.00 per Ordinary Share for total gross proceeds to Mr. Calisto of approximately $75,000,000. The 2025 Offering closed on June 13, 2025. As further described in Item 6 hereto, in connection with the 2025 Offering, pursuant to the Underwriting Agreement (as defined below), Mr. Calisto granted the Underwriters (as defined in the Underwriting Agreement) the Underwriters' Option (as defined below) to purchase up to an additional 225,000 Ordinary Shares. The Underwriters' Option is exercisable until not later than 30 days after June 11, 2025, the date of the Underwriting Agreement. Also in connection with the 2025 Offering, Mr. Calisto has entered into a Lock-up Agreement, as further described in Item 6 hereto. The descriptions of the Registration Rights Agreement, Underwriting Agreement and Lock-up Agreement contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to such documents, copies or forms of which are included as Exhibits hereto and incorporated by reference herein. Following completion of the 2025 Offering, Mr. Calisto may dispose of up to 4,500,000 Ordinary Shares (or 4,275,000 Ordinary Shares, if the Underwriters' Option is exercised in full) remaining registered for sale pursuant to the Form F-3 from time to time to increase the free float of the Issuer and provide for market liquidity. As previously disclosed, following completion of the 2025 Offering, Mr. Calisto expects to transfer approximately 14 million Ordinary Shares to a trust for the benefit of his family members in the near-term future, while retaining voting power over such Ordinary Shares. Mr. Calisto may dispose of up to an additional 1,235,732 Ordinary Shares within 12 months from the date of this filing, pursuant to Rule 144, to increase the free float of the Issuer and provide for market liquidity. In his capacity as Chief Executive Officer and a director of the Issuer, Mr. Calisto intends to continue taking an active role in the Issuer's management. Also, in his capacity as Chief Executive Officer and a director of the Issuer, Mr. Calisto intends to be involved in approvals or recommendations with respect to the issuance of additional securities of the Issuer to employees of the Issuer or its subsidiaries. Except as described in this Schedule 13D/A, Mr. Calisto does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, subject to the agreements described herein, as part of his ongoing evaluation of this investment and investment alternatives, Mr. Calisto may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board, other stockholders of the Issuer or other third parties regarding such matters.