COMAIR LIMITED - Results of the Resolutions Passed by Shareholders

Results of the Resolutions Passed by Shareholders

Comair Limited (In Business Rescue)
(Incorporated in the Republic of South Africa)
(Registration Number: 1967/006783/06)
ISIN: ZAE00002983
Share Code: COM
(“Comair” or “the Company”)

RESULTS OF THE RESOLUTIONS PASSED BY SHAREHOLDERS OF THE COMPANY IN
TERMS OF SECTION 60 OF THE COMPANIES ACT, NO. 71 OF 2008

Shareholders are referred to the announcement released on SENS on Monday 2 November
2020 regarding the distribution of a circular to shareholders through which ordinary and special
resolutions were submitted for their consideration by written consent, in terms of section 60 of
the Companies Act, No. 71 of 2008 (“Companies Act”), proposing that shareholders authorise
a specific issue of shares for cash to a related party, amendments to the Company’s MOI and
a waiver of a mandatory offer to all holders of Comair shares as envisaged in sections
117(1)(c)(vi) and 123 of the Companies Act.

Shareholders are hereby advised that the ordinary and special resolutions have been
approved and adopted by the Company in terms of section 60(2) of the Companies Act.

Altogether 390 822 792 shares were voted, representing 83.27% of the total number of
voting rights that were entitled to be exercised in relation to the matter.

The results are summarised below:

                                              % of votes in     % of votes        % of votes
                                              favour of the     against the       abstained
                                              resolution        resolution

 Special    Resolution    Number    1:        82.97              0.31              0
 Cancelation of Preference Shares and
 the “A” Shares

 Special   Resolution     Number       2:      82.93             0.34              0
 Conversion of The Ordinary Shares to no
 par value

 Special Resolution Number 3: Increase         82.97             0.31              0
 of the Ordinary Share Capital

 Special Resolution         Number      4:     82.93             0.34              0
 Amendment of the MOI

 Special     Resolution    Number       5:     82.97             0.31              0
 Authority to Issue 30% or more of the
 Ordinary Shares in terms of section 41(3)
 of the Companies Act
 
Ordinary Resolution Number 1:                  81.05             0.34             0
 Authority to Issue Shares for cash to a
 related party in terms of the Listings
 Requirements

 Ordinary Resolution Number 2: Waiver          81.05             0.34             0
 of Mandatory Offer

 Ordinary Resolution Number 3:                 82.97             0.31             0
 Enabling Resolution

The Company will, by no later than Friday, 11 December 2020, distribute a statement of these
results to shareholders recorded in the Company’s register as at Friday, 23 October 2020,
being the record date, in accordance with section 60(4) of the Companies Act.

Bonaero Park
27 November 2020

Sponsor
PSG Capital

IMPORTANT NOTICE TO FOREIGN SHAREHOLDERS AND PROSPECTIVE INVESTORS

FOREIGN SHAREHOLDERS AND PROSPECTIVE INVESTORS IN COMAIR LIMITED (“COMAIR”) SHOULD
NOTE THAT, IN ORDER TO ENABLE COMAIR (AS A LICENSED AIR SERVICES OPERATOR IN SOUTH
AFRICA) TO REMAIN COMPLIANT WITH THE FOREIGN OWNERSHIP RESTRICTION CONTAINED
SECTIONS 16(4)(c) AND 19(a) OF THE AIR SERVICES LICENSING ACT, NO. 115 OF 1990, THE VOTING
RIGHTS OF FOREIGN SHAREHOLDERS MAY BE DECREASED PROPORTIONATELY SUCH THAT THE
VOTING RIGHTS OF FOREIGN SHAREHOLDERS DO NOT, IN AGGREGATE, EXCEED 24.99%. FOREIGN
SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE REFERRED TO THE COMAIR’S MEMORANDUM OF
INCORPORATION AND WEBSITE (www.comair.co.za) FOR FURTHER DETAILS. IF FOREIGN
SHAREHOLDERS OR PROSPECTIVE INVESTORS ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE THEY
SHOULD SEEK ADVICE FROM THEIR BROKER, ATTORNEY OR OTHER PROFESSIONAL ADVISER.

Date: 27-11-2020 09:16:00
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