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COMAIR LIMITED - Report on proceedings at the annual general meeting

Release Date: 10/11/2016 17:37
Code(s): COM     PDF:  
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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 10 November 2016, 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:


                           Votes carried disclosed as                                              Shares abstained
                          a percentage in relation to                          Shares voted          disclosed as a
                          the total number of shares                          disclosed as a         percentage in
                             voted at the meeting         Number of           percentage in          relation to the
Resolution                                               shares voted      relation to the total   total issued share
                                                                           issued share capital*         capital*
                          For            Against
Ordinary Resolution
Number 1 –
Consideration of          99,99968%      0,00032%        372,015,574       79,26509%               0,00273%
Annual Financial
Statements

Ordinary Resolution
Number 2 – Re-
appointment of            99,99999%      0,00001%        367,672,371       78,33969%               0,92813%
External Auditors

Ordinary Resolution
Number 3.1 – Election
of Director, Mr. K.I.
Mampeule                  99,73414%      0,26586%        372,015,574       79,26509%               0,00273%

Ordinary Resolution
Number 3.2 – Election
of Director, Ms. W.D.     99,99833%      0,00167%        372,015,574       79,26509%               0,00273%
Stander

Ordinary Resolution
Number 3.3 – Election
of Director, Mr. M.N.     99,99968%      0,00032%        372,015,574       79,26509%               0,00273%
Louw                                  

Ordinary Resolution
Number 3.4 – Election     99,99832%      0,00168%        372,015,574       79,26509%               0,00273%
of Director, Mr. N. Li

Ordinary Resolution
Number 3.5 – Election     99,99833%      0,00167%        372 015 574       79,26509%               0,00273%
of Director, Mr. C. Luo

Ordinary Resolution
Number 3.6 – Election
of Director – Ms. P.      98,82140%      1,17860%        372,015,574       79,26509%               0,00273%
Mahanyele

Ordinary Resolution
No. 3.7 – Election of
Director – Mr. N.         99,99832%      0,00168%        372,015,574       79,26509%               0,00273%
Maharajh

Ordinary Resolution
Number 4.1 – Election
of Independent Non-
Executive Director to     99,99830%      0,00170%        367,672,371       78,33969%               0,92813%
Audit Committee –
Mr. Maharajh

Ordinary Resolution
Number 4.2 – Election
of Independent Non-
Executive Director to     96,99076%      3,00924%        372,015,574       79,26509%               0,00273%
Audit Committee – Ms
W.D. Stander

Ordinary Resolution
Number 4.3 – Election
of Independent Non-
Executive Director to     99,73414%      0,26586%        372,015,574       79,26509%               0,00273%
Audit Committee –
Mr. K.I. Mampeule

Ordinary Resolution
Number 4.4 – Election
of Independent Non-
Executive Director to     99,73548%      0,26452%        372,015,574       79,26509%               0,00273%
Audit Committee – Dr.
P.J. Welgemoed


Ordinary Resolution
Number 4.5 – Election
of Independent Non-
Executive Director to     96,72791%     3,27209%         372,015,574       79,26509%               0,00273%
Audit Committee –
Mr. G.J. Halliday

Non-binding
endorsement of
Company                   99,73454%     0,26546%         372,015,574       79,26509%               0,00273%
Remuneration Policy

Special Resolution
Number 1 – Approval
of Non-Executive
Directors’                96,99184%     3,00816%         372,015,574       79,26509%               0,00273%
Remuneration
2015/2016

Special Resolution
Number 2 – Approval
of Non-Executive
Directors’                96,99184%     3,00816%         372,015,574       79,26509%               0,00273%
Remuneration
2016/2017

Special Resolution
Number 3 – Approval
to repurchase shares      98,56799%     1,43201%         372,015,574       79,26509%               0,00273%

Special Resolution
Number 4 – Approval
to provide financial
assistance to related     99,99968%     0,00032%         372,015,574       79,26509%               0,00273%
and interrelated
companies or
corporations

Special Resolution
Number 5 –
Amendment to the
Company’s
Memorandum of
Incorporation to
provide for the           99,99905%     0,00095%         372,015,574       79,26509%               0,00273%
rounding down of
fractional
entitlements to shares
to the nearest whole
number and a cash
payment for fractions

Special Resolution
Number 6 –
Amendments to the
Company’s
Memorandum of             99,99770%     0.00230%        372,015,574        79,26509%               0,00273%
Incorporation to
provide for written
resolution of the
shareholders

Ordinary Resolution
Number 5 –
Authorization for
Company Secretary or      99,99968%     0,00032%        372,015,574        79,26509%               0,00273%
any Director to sign all
documents


*Total issued share capital is 469,330,865.*


The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual
Property Commission in due course.

Kempton Park
10 November 2016

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

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