{"url_path":"/sec/karo/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","accession_number":"0001213900-26-066795","cik":"0001828102","ticker":"KARO","issuer_name":"Karooooo Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1828102/0001213900-26-066795-index.html","primary_entity_key":"0001828102","primary_entity_name":"Karooooo Ltd."},"word_count":6117,"has_tables":true,"body_markdown":"**Item 10. ADDITIONAL INFORMATION**\n\n** **\n\n**A.****SHARE\nCAPITAL**\n\n** **\n\nNot applicable.\n\n \n\n**B.****MEMORANDUM\nAND ARTICLES OF ASSOCIATION**\n\n** **\n\nThe information required by this section, including\na summary of certain key provisions of our constitution, has been included previously in our Registration Statement on Form F-1 (Registration\nNo. 333-253625) as filed under the Securities Act with the SEC on February 26, 2021 and has not changed since, and therefore is incorporated\nby reference to that Registration Statement. A copy of our constitution is attached as Exhibit 1.1 to this annual report. For additional\ninformation on our memorandum and articles of association, please see Exhibit 2.2 “Description of Ordinary Shares” to this\nannual report.\n\n \n\n**C.****MATERIAL\nCONTRACTS**\n\n** **\n\nWe have not entered into any material contracts\nother than in the ordinary course of business and other than as may be described in Item 5.B. “Operating and Financial Review and\nProspects—Liquidity and Capital Resources,” Item 7.B. “Major Shareholders and Related Party Transactions—Related\nParty Transactions” or elsewhere in this annual report.\n\n \n\n**D.****EXCHANGE\nCONTROLS**\n\n** **\n\nThere are no governmental laws, decrees, regulations or other legislation\nof Singapore that may affect:\n\n \n\n \n●\nthe import or export of\ncapital including the availability of cash and cash equivalents for use by the Company, or\n\n \n\n \n●\nthe remittance of dividends,\ninterests or other payments to non-resident holders of the Company’s securities other than those deriving from the U.S.-Singapore\ndouble taxation treaty.\n\n \n\nThe risks associated with exchange controls experienced in the ordinary\ncourse of business are described in Item 3.D. “Key Information—Risk Factors.”\n\n \n\n**E.****TAXATION**\n\n** **\n\n**TAX CONSIDERATIONS**\n\n** **\n\n*The following are material Singaporean, South\nAfrican and U.S. federal income tax considerations relevant to an investment in our ordinary shares. This discussion does not address\nall of the tax consequences that may be relevant in light of the investor’s particular circumstances. Potential investors should\nconsult their tax advisers regarding the Singaporean, South African, U.S. federal, state and local, and non-U.S. tax consequences of\nowning and disposing of our ordinary shares in their particular circumstances.*\n\n* *\n\n**Singaporean Tax Considerations**\n\n** **\n\nThe statements made herein regarding taxation\nare general in nature and based on certain aspects of current tax laws of Singapore and administrative guidelines issued by the relevant\nauthorities in force as at the date of this annual report and are subject to any changes in such laws or administrative guidelines, or\nin the interpretation of these laws or guidelines, occurring after such date, which changes could be made on a retrospective basis. These\nlaws and guidelines are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with\nthe explanations or conclusions set out below. The statements below are not to be regarded as advice on the tax position of any holder\nof our ordinary shares or of any person acquiring, selling or otherwise dealing with our ordinary shares or on any tax implications arising\nfrom the acquisition, sale or other dealings in respect of our ordinary shares. The statements made herein do not purport to be a comprehensive\nor exhaustive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of our ordinary\nshares and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers\nin securities) may be subject to special rules. Holders of our ordinary shares are advised to consult their own tax advisers as to the\nSingapore or other tax consequences of the acquisition, ownership of or disposal of our ordinary shares. The statements below regarding\nthe Singapore tax treatment of dividends received in respect of our ordinary shares are based on the assumption that the Company is tax\nresident in Singapore for Singapore income tax purposes. It is emphasized that neither the Company nor any other persons involved in\nthis annual report accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or\ndisposal of our ordinary shares.\n\n \n\n**Individual Income Tax**\n\n** **\n\nAn individual is a tax resident in Singapore\nin a year of assessment if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other\nthan as a director of a company) for 183 days or more, or if he resides in Singapore.\n\n \n\n95\n\n \n\n \n\nIndividual taxpayers who are Singapore tax residents\nare subject to Singapore income tax on income accruing in or derived from Singapore. All foreign-sourced income received in Singapore\non or after January 01, 2004 by a Singapore tax resident individual (except for income received through a partnership in Singapore) is\nexempt from Singapore income tax if the Comptroller of Income Tax in Singapore (“Comptroller”) is satisfied that the tax\nexemption would be beneficial to the individual. A Singapore tax resident individual is taxed at progressive rates ranging from 0% to\n22% up to YA2023. With effect from YA2024, the maximum tax rate for tax resident is 24%.\n\n \n\nNon-resident individuals, subject to certain\nexceptions and conditions, are subject to Singapore income tax on income accruing in or derived from Singapore at the rate of 22% up\nto year of assessment (“YA”) 2023. With effect from YA2024, the non-resident tax rate is 24%.\n\n \n\n**Corporate Income Tax**\n\n** **\n\nA corporate taxpayer is regarded as resident in Singapore for Singapore\ntax purposes if the control and management of its business is exercised in Singapore.\n\n \n\nCorporate taxpayers who are Singapore tax residents\nare subject to Singapore income tax on income accruing in or derived from Singapore and, subject to certain exceptions, on foreign-sourced\nincome received or deemed to be received in Singapore. Foreign-sourced income in the form of dividends, branch profits or after June\n01, 2003 are exempt from tax if certain prescribed conditions are met, including the following:\n\n \n\n(i)such\nincome is subject to tax of a similar character to income tax under the law of the jurisdiction\nfrom which such income is received; and\n\n \n\n(ii)at\nthe time the income is received in Singapore, the highest rate of tax of a similar character\nto income tax (by whatever name called) levied under the law of the territory from which\nthe income is received on any gains or profits from any trade or business carried on by any\ncompany in that territory at that time is not less than 15%.\n\n \n\nCertain concessions and clarifications have also been announced by\nthe Inland Revenue Authority of Singapore (“IRAS”) with respect to such conditions.\n\n \n\nA non-resident corporate taxpayer is subject\nto income tax on income that is accrued in or derived from Singapore, and on foreign-sourced income received or deemed received in Singapore,\nsubject to certain exceptions.\n\n \n\nThe corporate tax rate in Singapore is currently\n17%. In addition, 75% of up to the first S$10,000 of a company’s annual normal chargeable income, and 50% of up to the next S$190,000,\nis exempt from corporate tax from the YA2020 onwards. The remaining chargeable income (after the tax exemption) will be fully taxable\nat the prevailing corporate tax rate.\n\n \n\nNew companies will also, subject to certain conditions\nand exceptions, be eligible for tax exemption on 75% of up to the first S$100,000 of a company’s annual normal chargeable income,\nand 50% of up to the next S$100,000, a year for each of the Company’s first three YAs from YA2020 onwards. The remaining chargeable\nincome (after the tax exemption) will be taxed at the applicable corporate tax rate.\n\n \n\nAs announced on April 7, 2026 Ministerial Statement,\nin order to provide support for companies to manage cost pressures, the Singapore government announced a Corporate Income Tax rebate\n(“CIT Rebate”) of 50% of the corporate tax payable to all taxpaying companies, whether tax resident or not, for YA 2026.\nActive companies that have employed at least one local employee in 2025 (referred to as “local employee condition”) will\nreceive a minimum benefit of $2,000 in the form of a CIT Rebate Cash Grant. The total maximum benefits of the CIT Rebate and CIT Rebate\nCash Grant that a company may receive is $40,000.\n\n \n\nUnder Pillar Two of the Base Erosion and Profit\nShifting (“BEPS”) 2.0 initiative, the Singapore Pillar Two legislation relating to the Income Inclusion Rule (“IIR”),\nthrough the Multinational Top up Tax (“MTT”) and Domestic Top-up Tax (“DTT”), has been officially enacted on\nJanuary 01, 2025. A minimum effective tax rate of 15% on businesses’ profits from financial years starting on or after January\n01, 2025 will be imposed on relevant Multinational Enterprise (“MNE”) with annual group revenue of EUR 750 million or more\nin at least two of the four preceding financial years (referred to as “in-scope MNE groups”), in line with the Pillar Two\nGlobal Anti-Base Erosion (“GloBE”) Model Rules. As at February 28, 2026, the Group is not in-scope.\n\n \n\n**Dividend Distributions**\n\n** **\n\nAll Singapore-resident companies are currently under the one-tier\ncorporate tax system (“one-tier system”).\n\n \n\nDividends received in respect of our ordinary\nshares by either a resident or non-resident of Singapore are not subject to Singapore withholding tax, on the basis that we are a tax\nresident of Singapore and under the one-tier system.\n\n \n\nUnder the one-tier system, the tax on corporate\nprofits is final and dividends paid by a Singapore resident company are tax exempt in the hands of a shareholder, regardless of whether\nthe shareholder is a company or an individual and whether or not the shareholder is a Singapore tax resident.\n\n \n\n96\n\n \n\n \n\n**Gains on Disposal of our Ordinary Shares**\n\n** **\n\nSingapore does not impose tax on capital gains.\nThere are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. Gains\narising from the disposal of our ordinary shares may be construed to be of an income nature and subject to Singapore income tax, especially\nif they arise from activities which the IRAS regards as the carrying on of a trade or business in Singapore. In any event, gains arising\nfrom the disposal of our ordinary shares by a non-resident person that does not carry on any trade or business in Singapore and does\nnot have any permanent establishment in Singapore for Singapore tax purposes should not be subject to tax in Singapore where such gains\nare not received or deemed to be received in Singapore.\n\n \n\nHolders of our ordinary shares who apply, or\nwho are required to apply, the Singapore Financial Reporting Standard (“FRS”) 39, FRS 109 or Singapore Financial Reporting\nStandard (International) 9 (“SFRS(I) 9”) (as the case may be) may for the purposes of Singapore income tax be required to\nrecognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39, FRS 109 or\nSFRS(I) 9 (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of our ordinary shares\nis made.\n\n \n\nHolders of our ordinary shares who may be subject\nto this tax treatment should consult their accounting and tax advisers regarding the Singapore income tax consequences of their acquisition,\nholding and disposal of our ordinary shares.\n\n \n\n**Stamp Duty**\n\n** **\n\nWhere our ordinary shares evidenced in certificated\nform are acquired in Singapore, stamp duty is payable on the instrument of their transfer at the rate of 0.2% of the consideration for,\nor market value of, our ordinary shares, whichever is higher.\n\n \n\nStamp duty is borne by the purchaser unless there\nis an agreement to the contrary. Where an instrument of transfer is executed outside Singapore or no instrument of transfer is executed,\nno stamp duty is generally payable on the acquisition of our ordinary shares. However, stamp duty may be payable if the instrument of\ntransfer is executed outside Singapore and is received in Singapore.\n\n \n\nPursuant to recent amendments to the Stamp Duties\nAct, Chapter 312 of Singapore, stamp duty is payable on certain electronic instruments that effect a transfer of interest in our ordinary\nshares, where such instruments are regarded or deemed to be executed in Singapore, or executed outside Singapore and received in Singapore.\nIn this regard, an electronic instrument that is executed outside Singapore is received in Singapore if (a) it is retrieved or accessed\nby a person in Singapore; (b) an electronic copy of it is stored on a device (including a computer) and brought into Singapore; or (c)\nan electronic copy of it is stored on a computer in Singapore.\n\n \n\nOn the basis that any transfer instruments in\nrespect of any interests in our ordinary shares (whether traded on Nasdaq or JSE) are executed outside Singapore through the transfer\nagent(s), share registrar(s) and/or administrative depositary agent(s) in the United States and/or South Africa for registration in our\nshare register(s) and/or administrative depositary register(s) (including branch register(s) of members) maintained in the United States\nand/or South Africa respectively, no stamp duty should be payable in Singapore on such transfers to the extent that the instruments of\ntransfer (including electronic instruments) are not received in Singapore and all electronic records and any information relating to\nsuch transfers are not electronically received by persons in Singapore, stored on any server or device in Singapore or made accessible\nto any person in Singapore.\n\n \n\n**Estate Duty**\n\n** **\n\nSingapore estate duty was abolished with respect to all deaths occurring\non or after February 15, 2008.\n\n \n\n**Goods and Services Tax (“GST”)**\n\n** **\n\nThe sale of our ordinary shares by a GST-registered\ninvestor belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply not subject to GST. Any\ninput GST incurred by the GST-registered investor in making an exempt supply is generally not recoverable from the Singapore Comptroller\nof GST.\n\n \n\n97\n\n \n\n \n\nWhere our ordinary shares are sold by a GST-registered\ninvestor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit of a person\nbelonging outside Singapore, the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply\nsubject to GST at 0%. Any input GST incurred by the GST-registered investor in making such a supply in the course of or furtherance of\na business may be fully recoverable from the Singapore Comptroller of GST. Investors should seek their own tax advice on the recoverability\nof GST incurred on expenses in connection with the purchase and sale of our ordinary shares.\n\n \n\nServices consisting of arranging, brokering,\nunderwriting or advising on the issue, allotment or transfer of ownership of our ordinary shares rendered by a GST-registered person\nto an investor belonging in Singapore for GST purposes in connection with the investor’s purchase, sale or holding of our ordinary\nshares will be subject to GST at the standard rate of 9.0%. Similar services rendered by a GST registered person contractually to and\nfor the direct benefit of an investor belonging outside Singapore should generally, subject to the satisfaction of certain conditions,\nbe subject to GST at 0%.\n\n \n\n**South African Tax Considerations**\n\n** **\n\nThe following summary outlines certain principal\nSouth African income tax considerations generally applicable to the acquisition, holding and disposal of the Company’s ordinary\nshares.\n\n \n\nThis summary is based on the provisions of the\nSouth African Income Tax Act No. 58 of 1962 (“Income Tax Act”), and the prevailing practice adopted by the South African\nRevenue Service (“SARS”), published in writing prior to the date hereof. This summary does not consider legislative proposals\nto amend the Income Tax Act. This summary is of a general nature only and does not constitute legal or tax advice to any particular shareholder.\nThis summary is not exhaustive of all South African income tax considerations. Accordingly, shareholders should consult their own tax\nadvisors as to the tax consequences under the tax laws of the country of which they are resident or otherwise subject to tax.\n\n \n\nAs used in this registration statement, the term\n“SA Corporate” means a person contemplated in section 64F(1)(a) of the Income Tax Act being “a company which is a resident”\nfor tax purposes in South Africa.\n\n \n\nAs used in this registration statement, the term\n“Regulated Intermediary” means a regulated intermediary as contemplated in section 64D of the Income Tax Act.\n\n \n\nFor tax years ending on or after March 31, 2023,\nthe Corporate Income Tax (“CIT”) rate applicable to the corporate income of both resident and non-resident companies is 27%.\nIn the 2026 budget, the CIT rate in South Africa remains unchanged.\n\n \n\n**SA Tax Resident Shareholders**\n\n** **\n\nSA Tax Resident Shareholders (i.e. shareholders\nof the Company who are subject to income tax in South Africa on their worldwide income) will initially be reflected in the administrative\ndepositary share register in South Africa and will not hold their shares through DTC. Individual SA Tax Resident Shareholders who choose\nto hold their shares through DTC will need to ensure they have sufficient annual single discretionary allowance, trusts and SA corporates\nwould require foreign direct investment allowance clearance in addition to SARB approval for this purpose.\n\n \n\nSouth African dividend tax at 20% will be withheld\non any cash dividends declared and paid by the Company to SA Tax Resident Shareholders holding Company ordinary shares listed on the\nJSE, subject to any applicable exemptions that may apply.\n\n \n\n98\n\n \n\n \n\nNo South African dividend tax will be withheld\non any cash dividends declared and paid by the Company to SA Tax Resident Shareholders holding Company ordinary shares through DTC. Such\ndividends will be subject to income tax in South Africa in the hands of the SA Tax Resident Shareholders.\n\n \n\nA controlled foreign company (“CFC”)\nis a non-South African company in which more than 50% of the participation rights/voting rights are directly or indirectly held/exercisable\nby SA Tax Residents who are not headquarter companies. Certain profits of CFCs are included in the taxable income of certain SA Tax Resident\nordinary shareholders.\n\n \n\nThe Company’s shares are not held more\nthan 50% by SA Tax Resident ordinary shareholders and thus the Company is not currently a CFC.\n\n \n\nThe shareholder base of the Company, classified\neither as SA Tax Resident Shareholders or non-SA Tax Resident Shareholders, may vary over time. Where the Company achieves CFC status\nin future, only those SA Tax Resident Shareholders holding, alone or together with any connected person, 10% or more of the Company’s\nordinary shares must include in their taxable income (i.e. impute unless any of the exemptions from imputation apply — see below)\ntheir proportion of the “net income” of the Company, with such proportion being their proportional shareholding equivalent\nto the percentage of their shareholding in the Company’s ordinary shares.\n\n \n\nSA Tax Resident Shareholders who, together with\nconnected persons, will acquire more than 10% of the Company’s ordinary shares in future are advised to obtain tax advice regarding\nwhether they will have a South African tax exposure as a result of the Company potentially being a CFC as at that date, having regard\nto the Company’s shareholder base as at that point in time.\n\n \n\nSA Tax Resident Shareholders that dispose of\ntheir Company ordinary shares will be subject to either income tax (in the case of share dealers) or capital gains tax (in the case of\ncapital investors).\n\n \n\n**Non-SA Tax Resident Shareholders**\n\n** **\n\nNo South African dividend tax will be withheld\non any cash dividends declared and paid by the Company to Non-SA Tax Resident Shareholders (i.e. shareholders of the Company who are\nnot subject to income tax in South Africa on their worldwide income) holding Company ordinary shares. Where such shares are registered\non the JSE, a specific exemption is applicable in terms of the Income Tax Act, provided that the Non-SA Tax Resident Shareholder has\nsubmitted the prescribed information to their Regulated Intermediary or the Company as required in terms of section 64G(2)(a) prior to\npayment of the relevant cash dividend. Where such shares are registered through the DTC, South African dividend tax is not applicable.\n\n \n\nNon-SA Tax Resident Shareholders that dispose\nof their Company ordinary shares registered on the JSE or through the DTC will not be subject to capital gains tax (in the case of capital\ninvestors) in South Africa provided that the Company ordinary shares are not attributable to a permanent establishment of the Non-SA\nTax Resident Shareholder in South Africa.\n\n \n\nWhere the Non-SA Tax Resident Shareholders are\nshare dealers, disposal of their Company ordinary shares registered on the JSE or through the DTC will generally not be subject to South\nAfrican income tax, provided that the Company ordinary shares are not attributable to a permanent establishment of the Non-SA Tax Resident\nshareholder in South Africa.\n\n \n\nRelief from South African dividends tax may be\navailable under an applicable double taxation agreement, subject to compliance with the relevant administrative requirements.\n\n \n\nThe above summary does not consider the potential\napplication of South Africa’s general anti-avoidance rules.\n\n \n\n99\n\n \n\n \n\n**U.S. Federal Income Tax Considerations**\n\n** **\n\nThe following are certain U.S. federal income\ntax consequences to the “U.S. Holders” described below of owning and disposing of ordinary shares, but this discussion does\nnot purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision\nto hold ordinary shares.\n\n \n\nThis discussion applies only to a U.S. Holder\nthat holds the ordinary shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the tax\nconsequences that may be relevant in light of a U.S. Holder’s particular circumstances, including any minimum tax or Medicare contribution\ntax considerations, or consequences applicable to U.S. Holders subject to special rules, such as:\n\n \n\n \n●\ncertain financial institutions;\n\n \n\n \n●\ndealers or traders in securities\nthat use a mark-to-market method of tax accounting;\n\n \n\n \n●\npersons holding ordinary\nshares as part of a straddle, integrated or similar transaction;\n\n \n\n \n●\npersons whose functional\ncurrency for U.S. federal income tax purposes is not the U.S. dollar;\n\n \n\n \n●\nentities classified as\npartnerships for U.S. federal income tax purposes and their partners;\n\n \n\n \n●\ntax-exempt entities, “individual\nretirement accounts” or “Roth IRAs”;\n\n \n\n \n●\nexpatriates and former\ncitizens or long-term residents of the United States;\n\n \n\n \n●\npersons that own or are\ndeemed to own 10% or more of our stock by voting power or value;\n\n \n\n \n●\npersons who acquired our\nordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; or\n\n \n\n \n●\npersons holding ordinary\nshares in connection with a trade or business outside the United States.\n\n \n\nIf a partnership (or other entity or arrangement\nthat is classified as a partnership for U.S. federal income tax purposes) owns ordinary shares, the U.S. federal income tax treatment\nof a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships that own ordinary\nshares and their partners should consult their tax advisers as to their particular U.S. federal income tax consequences of owning and\ndisposing of ordinary shares.\n\n \n\nThis discussion is based on the Internal Revenue\nCode of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions, and final, temporary and proposed\nTreasury regulations, all as at the date hereof, any of which is subject to change, possibly with retroactive effect.\n\n \n\nAs used herein, a “U.S. Holder” is\na person that is, for U.S. federal income tax purposes, a beneficial owner of ordinary shares and:\n\n \n\n \n●\na citizen or individual\nresident of the United States;\n\n \n\n \n●\na corporation, or other\nentity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District\nof Columbia; or\n\n \n\n \n●\nan estate or trust the\nincome of which is subject to U.S. federal income taxation regardless of its source.\n\n \n\n100\n\n \n\n \n\nThis discussion does not address the effects\nof any state, local or non-U.S. tax laws, or any U.S. federal tax laws other than income tax laws (such as U.S. federal estate or gift\ntax laws). U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of\nowning and disposing of ordinary shares in their particular circumstances.\n\n \n\nExcept as described below under “—\nPassive Foreign Investment Company Rules,” this discussion assumes that we are not, and will not be, a passive foreign investment\ncompany (a “PFIC”) for any taxable year.\n\n \n\n**Taxation of Distributions**\n\n** **\n\nDistributions paid on our ordinary shares, other\nthan certain pro rata distributions of ordinary shares, will be treated as dividends to the extent paid out of our current or accumulated\nearnings and profits, as determined under U.S. federal income tax principles. Because we do not maintain calculations of our earnings\nand profits under U.S. federal income tax principles, U.S. Holders generally should expect that distributions will be treated as dividends.\nDividends will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Subject\nto applicable limitations, (including a minimum holding period requirement), dividends paid by “qualified foreign corporations”\nto certain non-corporate U.S. investors are taxable at a preferential rate applicable to long-term capital gains. A non-U.S. corporation\nis treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on certain U.S. securities\nmarkets, such as the Nasdaq. The preferential rate does not apply if the non-U.S. corporation is a PFIC (or is treated as a PFIC with\nrespect to a particular U.S. Holder) for a taxable year of ours in which the dividend is paid or the preceding taxable year. Non-corporate\nU.S. Holders should consult their tax advisers regarding the availability of the preferential rate and any limitations that may apply\nin their particular circumstances.\n\n \n\nDividends will be included in a U.S. Holder’s\nincome on the date of receipt. The amount of any dividend income paid in a currency other than the U.S. dollar will be the U.S. dollar\namount calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the payment is in fact converted\ninto U.S. dollars on such date. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should\nnot be required to recognize foreign currency gain or loss in respect of the amount received. A U.S. Holder may have foreign currency\ngain or loss if the dividend is converted into U.S. dollars after the date of receipt. Dividends will be treated as foreign-source income\nfor foreign tax credit purposes, which may be relevant to U.S. Holders in calculating their foreign tax credit limitation. Foreign currency\ngain or loss generally will be treated as U.S.-source income or loss for foreign tax credit purposes.\n\n \n\nAs described under Item 10.E. “Tax Considerations—Singaporean\nTax Considerations—Dividend Distributions” and “Tax Considerations—South African Tax Considerations— Non-SA\nTax Resident Shareholders,” Singapore and South Africa generally do not impose withholding taxes on dividends paid by the Company\non ordinary shares held through DTC (and in the case of a Non-SA Tax Resident Shareholder, JSE, provided that procedural requirements\nto establish an exemption are met). If any non-U.S. jurisdiction imposes taxes on dividends, U.S. Holders should consult their tax advisers\nregarding the creditability or deductibility of any such foreign taxes (including any applicable limitations that may apply either generally\nor in their particular circumstances).\n\n \n\n**Sale or Other Taxable Disposition of Ordinary\nShares**\n\n** **\n\nThis discussion assumes that sales or dispositions\nof our ordinary shares will not be subject to any non-U.S.tax. U.S. Holders should consult their tax advisers regarding the U.S. federal\nincome tax consequences of the imposition of any non-U.S. taxes on dispositions of our ordinary shares in general and in their particular\ncircumstances.\n\n \n\nA U.S. Holder will generally recognize capital\ngain or loss on a sale or other taxable disposition of ordinary shares, which will be long-term capital gain or loss if, at the time\nof the sale or disposition, the U.S. Holder has owned the ordinary shares for more than one year. The amount of gain or loss will equal\nthe difference between the amount realized on the sale or disposition and the U.S. Holder’s tax basis in the ordinary shares disposed\nof, in each case as determined in U.S. dollars. A U.S. Holder’s gain or loss will generally be treated as U.S.-source income or\nloss for foreign tax credit purposes. U.S. Holders that sell ordinary shares for an amount denominated in a non-U.S. currency should\nconsult their tax advisers regarding the exchange rate at which the amount received should be translated to U.S. dollars, and whether\nany U.S.-source foreign currency gain or loss may be required to be recognized as a result of the sale. Long-term capital gains recognized\nby non-corporate U.S. Holders are taxed at a rate that is lower than the rate applicable to ordinary income. The deductibility of capital\nlosses is subject to limitations.\n\n \n\nAny Singapore stamp duty imposed on an acquisition\nof our ordinary shares (as detailed under “- Singaporean Tax Considerations – Stamp Duty”) will not be creditable against\nyour U.S. federal income tax liability (but may increase your tax basis in the acquired shares).\n\n \n\n101\n\n \n\n \n\n**Passive Foreign Investment Company Rules**\n\n** **\n\nIn general, a non-U.S. corporation is a PFIC\nfor U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the value of its assets (generally determined based\non the average of the quarterly values of its gross assets) consists of assets that produce, or are held for the production of, passive\nincome, or (ii) 75% or more of its gross income consists of passive income. For purposes of the above calculations, a non-U.S. corporation\nthat owns, directly or indirectly, at least 25% by value of the shares of another corporation is treated as if it held its proportionate\nshare of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive\nincome generally includes dividends, interest, certain rents and royalties, and gains from the sale or exchange of investment property.\nCash is generally a passive asset for these purposes. Goodwill and other intangible assets are generally characterized as active assets\nto the extent they are associated with business activities that produce active income.\n\n \n\nBased on the composition of our income and assets\nand the value of our assets, including the estimated value of our goodwill and other intangible assets, we believe that we were not a\nPFIC for our taxable year ended February 28, 2026. However, our PFIC status for any taxable year is an annual factual determination that\ncan be made only after the end of that year, and depends on the composition of our income and assets and the value of our assets from\ntime to time (including the value of our goodwill and other intangible assets, which may be determined in part by reference to the market\nprice of the ordinary shares, which has been, and could continue to be, volatile). We hold a significant amount of cash and cash equivalents\nand our PFIC status for any taxable year may also depend on how, and how quickly, we use them. Because the value of our goodwill and\ncertain other intangible assets may be determined by reference to our market capitalization, we could become a PFIC for any taxable year\nif the price of our ordinary shares declines or fluctuates significantly while we hold a substantial amount of cash, cash equivalents\nand financial investments. In addition, the application of the PFIC rules is subject to certain uncertainties and the proper characterization\nof some of our income and assets is not entirely clear. Accordingly, there can be no assurance that we will not be a PFIC for our current\nor any future taxable year.\n\n \n\nIf we are a PFIC for any taxable year and any\nentity in which we own equity interests is also a PFIC (any such entity, a “Lower-tier PFIC”), U.S. Holders will be deemed\nto own a proportionate amount (by value) of the shares of each Lower-tier PFIC and will be subject to U.S. federal income tax according\nto the rules described in the next paragraph on (i) certain distributions by the Lower-tier PFIC and (ii) dispositions of shares of the\nLower-tier PFIC, in each case as if the U.S. Holders held such shares directly, even though the U.S. Holder will not receive any proceeds\nof those distributions or dispositions.\n\n \n\nIn general, if we are a PFIC for any taxable\nyear of ours during which a U.S. Holder owns ordinary shares, gain recognized by such U.S. Holder on a sale or other disposition (including\ncertain pledges) of its ordinary shares will be allocated ratably over its holding period. The amounts allocated to the U.S. Holder’s\ntaxable year of the sale or disposition and to any taxable year before we became a PFIC with respect to such U.S. Holder will be taxed\nas ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest rate in effect for individuals\nor corporations, as applicable, for that taxable year, and an interest charge will be imposed on the resulting tax liability for each\nsuch year. Furthermore, to the extent that distributions received by a U.S. Holder in any taxable year on its ordinary shares exceed\n125% of the average of the annual distributions on the ordinary shares received during the preceding three taxable years or the U.S.\nHolder’s holding period, whichever is shorter, such excess distributions will be subject to taxation in the same manner. If we\nare a PFIC for any taxable year during which a U.S. Holder owns ordinary shares, we will generally continue to be treated as a PFIC with\nrespect to the U.S. Holder for all succeeding taxable years during which the U.S. Holder owns the ordinary shares, even if we cease to\nmeet the threshold requirements for PFIC status, unless the U.S. Holder makes a timely “deemed sale” election. If we are\na PFIC for any taxable year, a mark-to-market election may be available, which will result in an alternative treatment of the ordinary\nshares. U.S. Holders should consult their tax advisers to determine whether any of these elections will be available or advisable, and,\nif so, what the consequences of the resulting alternative treatments will be in their particular circumstances.\n\n \n\n102\n\n \n\n \n\nIf we are a PFIC (or with respect to a particular\nU.S. Holder are treated as a PFIC) for a taxable year of ours in which we pay a dividend or for the prior taxable year, the preferential\ntax rate described above with respect to dividends paid to certain non-corporate U.S. Holders will not apply.\n\n \n\nWe do not intend to provide information necessary\nfor U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the general\ntax treatment for PFICs described above.\n\n \n\nIf we are a PFIC for any taxable year during\nwhich a U.S. Holder owns any ordinary shares, the U.S. Holder will generally be required to file annual reports on an Internal Revenue\nService Form 8621. Substantial penalties and other adverse tax consequences may apply for failure to timely file such reports. U.S. Holders\nshould consult their tax advisers regarding the determination of whether we are a PFIC for any taxable year and the potential application\nof the PFIC rules to their ownership of ordinary shares.\n\n \n\n**Information Reporting and Backup Withholding**\n\n** **\n\nPayments of distributions and sales proceeds\nthat are made within the United States or through certain U.S. related financial intermediaries may be subject to information reporting\nand backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” (and establishes that status\nif required to do so) or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and\ncertifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be\nallowed as a credit against its U.S. federal income tax liability and may entitle it to a refund, provided that the required information\nis timely furnished to the Internal Revenue Service.\n\n \n\nCertain U.S. Holders who are individuals (or\ncertain specified entities) may be required to report information relating to their ownership of ordinary shares or non-U.S. financial\naccounts through which ordinary shares are held, on Internal Revenue Service Form 8938. Substantial penalties and other tax consequences\nmay apply for failure to timely file such reports. U.S. Holders should consult their tax advisers regarding their reporting obligations\nwith respect to our ordinary shares.\n\n \n\n \n**F.**\n**DIVIDENDS AND PAYING\nAGENTS**\n\n** **\n\nNot applicable.\n\n \n\n \n**G.**\n**STATEMENT BY EXPERTS**\n\n** **\n\nNot applicable.\n\n \n\n \n**H.**\n**DOCUMENTS ON DISPLAY**\n\n** **\n\nWe are subject to the informational requirements\nof the Exchange Act. In accordance with these requirements, we file reports and furnish other information as a foreign private issuer\nwith the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website that contains reports\nand other information regarding registrants, like us, that file electronically with the SEC. The address of that website is www.sec.gov.\n\n \n\n \n**I.**\n**SUBSIDIARY INFORMATION**\n\n** **\n\nNot applicable.\n\n \n\n \n**J.**\n**ANNUAL REPORT TO SECURITY\nHOLDERS**\n\n** **\n\nNot applicable.\n\n \n\n103"}