COMAIR LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

Comair Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/006783/06
Share code: COM
ISIN: ZAE000029823
("Comair" or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the annual general meeting (“AGM”) of the shareholders of Comair
held on 5 November 2014, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of
votes. In this regard, Comair confirms the voting statistics from the
AGM as follows:

Shares voted in relation to the total issued share capital:

                         Total issued share        Percentage shares
Number of shares voted
                         capital                   voted
248,265,064              440,263,099               56,39%


                               Votes carried disclosed     Shares
                               as a percentage in          abstained
                               relation to the total       disclosed as a
                               number of shares voted at   percentage in
                               the meeting                 relation to the
                                                           total issued
                               For            Against
                                                           share capital

Ordinary Resolution Number 1
- Consideration of Annual            100%         0%             0%
Financial Statements
Ordinary Resolution Number 2
- Re-appointment of External         100%         0%             0%
Auditors
Ordinary Resolution Number
3.1 – Election of Director,          100%         0%             0%
Mr. R.C. Sacks
Ordinary Resolution Number
3.2 – Election of Director,          100%         0%             0%
Mr. G.J. Halliday
Ordinary Resolution Number
3.3 – Election of Director,          100%         0%             0%
Ms. W.D. Stander
Ordinary Resolution Number
3.4 – Election of Director,          100%         0%             0%
Mr. H.R. Brody
Ordinary Resolution Number
3.5 – Election of Director,          100%         0%             0%
Ms. K.E. King
Ordinary Resolution Number
4.1 – Election of
Independent Non-Executive            99,99%        0,01%         0%
Director to Audit Committee
– Mr. P.J. Welgemoed
Ordinary Resolution Number
4.2 – Election of
Independent Non-Executive            99,99%        0,01%         0%
Director to Audit Committee
– Mr. K.I. Mampeule
Ordinary Resolution Number
4.4 – Election of
Independent Non-Executive            99,99%        0,01%         0%
Director to Audit Committee
– Ms. W.D. Stander
Ordinary Resolution Number
4.5 – Election of
Independent Non-Executive              100%         0,00%         0%
Director to Audit Committee
– Mr. G.J. Halliday
Ordinary Resolution Number
4.4 – Election of
Independent Non-Executive              100%          0,00%        0%
Director to Audit Committee
– Mr. H.R. Brody
Non-binding endorsement of
                                      99,99%         0,01%       0%
Company Remuneration Policy
Special Resolution Number 1
- Approval of Non-Executive
                                        100%         0%          0%
Directors’ Remuneration
2013/2014
Special Resolution Number 2
- Approval of Non-Executive
                                        100%         0%       1,58%
Directors’ Remuneration
2014/15
Special Resolution Number 3
- General Authority to                99,99%      0,01%          0%
purchase shares
Special Resolution Number 4
-General Authority to
provide financial assistance            100%         0%          0%
to related and interrelated
companies
Ordinary Resolution Number 5
-Authorization for Company
Secretary or any other
                                        100%         0%          0%
directors to sign the
necessary documents to give
effect to the resolutions
Kempton Park
6 November 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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