Proof - tm215468d8_sc13ga [split 0002].htm


 


Exhibit 10.2 


 


Agreement


 


 


Parties


 


		1.	Isaias Jose Calisto. NRIC S2771508G, (“I J Calisto”) the sole shareholder of Karoo
Pte Ltd with residential address 3 Ardmore Park #28-02 Ardmore 3 Singapore 259950.



 


		2.	Karoo Pte. Ltd. Registration 201817157Z, (“Karoo”) a company registered in Singapore
with registered office at 10 Anson Road #12-14 International Plaza Singapore 079903 (Borrower).



  


 




		1.	Background



 


		1.1	As a restructuring plan of I J Calisto and his family to bring their interest’s to Singapore
from South Africa, Karoo will purchase 204,500,000 ordinary shares of Cartrack Holding Limited (“CTK”), a public company
duly registered and incorporated in South Africa from I J Calisto’s family structure in South Africa at the price of ZAR13.44
per share. The share purchase price was calculated based on 30-day average trading price on the Johannesburg Stock Exchange. The
total purchase consideration is ZAR2,748,480,000. The restructuring was approved by the South African Reserve Bank.



 


		1.2	On exiting I J Calisto’s interest from South Africa to Singapore, a special application was
made to the South African Reverse Bank whereby Karoo would have a share capital to the amount equivalent to the purchase consideration
of CTK shares. Karoo’s share capital will increase to SGD266,416,930 based on the exchange rate of SGD1=ZAR10.3165. The spot
exchange rate is obtained from XE.com on 4th July 2019.



 


		1.3	Karoo will apply for share capital reduction after the completion of the purchase of CTK shares.
The increase in the share capital of Karoo was merely to honour what was stated on the application to the South African Reserve
Bank. An amendment to the application to the Reserve Bank would cause delays to the implementation of the new structure.



 


		1.4	The purchase of the CTK shares by Karoo was funded in totality by I J Calisto. Karoo and its investment
in CTK shares are free from any encumbrance or pledge of caveat.



 


		1.5	I J Calisto will additionally provide ZAR144,900,000 as a loan to Karoo. This loan is for Karoo
to offer and purchase CTK shares from the minority shareholders. I J Calisto can opt for any purchase of these shares to be registered
in his name as appose to Karoo. Such amounts will be reduced from the Loan amount.






 


 


		2.	Share capital reduction



 


		2.1	It is a mutual agreement between I J Calisto and Karoo to agree on apply for share capital reduction
in Karoo after the completion of the purchase of CTK shares.



 


		2.2	The excess capital after the completion of share capital reduction will be treated as shareholder
loan given by I J Calisto to Karoo.



 






     


     


    

 


Agreement





 


 


		3.	Return of shareholder loans



 


		3.1	Karoo requires to repay any loan to the shareholder on demand upon a written request by the shareholder.
The shareholder has the option to the following repayment methods and Karoo will pay accordingly-



 


		-	Repayment in Cash;



		-	Repayment in CTK shares at the price of ZAR13.44 per share (same purchase price).



 


		3.2	No interest on shareholder loans will be charged.






 


 


Execution


 




	Executed as an agreement on 4th
    July 2019 

    Signed for	 	Signed for and on behalf of 

    Karoo Pte. Ltd
	 	 	 
	/s/ Isaias Jose Calisto	 	/s/ Isaias Jose Calisto
	Isaias
                                         Jose Calisto

                                                            Sole
                                         shareholder
	 	Director
	 	 	 
	In
    the presence of:	 	In
    the presence of:
	 	 	 
	/s/ Mome Grundlingh	 	/s/ Lau Hong Yap
	Name of Witness: Mome Grundlingh	 	Name
    of Witness: Lau Hong Yap
	Designation: Group Chief
                                         Finance Officer of Cartrack Holding
	 	Designation: Senior Accountant



 



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