Results of 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”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the results of the voting at the annual general meeting
of the Company held at 12h00 today, Tuesday, 29 October 2019 at Comair’s Operations
Building, Corner Whirlwind and Fortress Roads, Rhodesfield, 1619, (“AGM”), are as follows:
Votes
Votes for against
resolution resolution
as a as a Number of Number of
percentage percentage shares shares
of total of total Number of voted at abstained
number of number of shares AGM as a as a
Resolutions shares shares voted at percentage percentage
proposed at the voted at voted at AGM per of shares in of shares in
AGM AGM AGM Resolution issue issue
Ordinary resolution
number 1: Consider
the Annual
Financial
Statements 99.99% 0.01% 400 689 299 85.37% 0.01%
Ordinary resolution
number 2: Re-
appointment of
external auditors 67.68% 32.32% 396 668 610 84.52% 0.87%
Ordinary resolution
number 3.1: To re-
elect N Maharajh
as a director 99.99% 0.01% 400 681 049 85.37% 0.01%
Ordinary resolution
number 3.2: To re-
elect MN Louw as a
director 68.46% 31.54% 400 683 049 85.37% 0.01%
Ordinary resolution
number 3.3: To re-
elect CS Martinoli
as a director 99.99% 0.01% 400 676 718 85.37% 0.01%
Ordinary resolution
number 3.4: To re-
elect WD Stander
as a director 99.99% 0.01% 275 436 091 58.69% 26.70%
Ordinary resolution
number 3.5: To re- 99.99% 0.01% 400 683 049 85.37% 0.01%
elect LP Ralphs as
a director
Ordinary resolution
number 3.6: To re-
elect GW Orsmond
as a director 99.99% 0.01% 275 426 091 58.68% 26.70%
Ordinary resolution
number 4.1: To re-
elect N Maharajh
as a member of the
audit committee 68.15% 31.85% 396 676 610 84.52% 0.87%
Ordinary resolution
number 4.2: To re-
elect NB Sithole as
a member of the
audit committee 68.46% 31.54% 400 671 049 85.37% 0.01%
Ordinary resolution
number 5: Non-
binding
endorsement of the
Company’s
remuneration policy 68.05% 31.95% 400 680 899 85.37% 0.01%
Ordinary resolution
number 6: Non-
binding
endorsement of the
Company’s
Implementation
Report on the
remuneration policy 68.17% 31.83% 400 672 649 85.37% 0.01%
Ordinary resolution
7: Authorisation for
company secretary
or other director to
sign necessary
documents to give
effect to resolutions 99.99% 0.01% 400 689 299 85.37% 0.01%
Special resolution
number 1: Approval
of non-executive
directors
remuneration
2018/2019 98.69% 1.31% 400 691 199 85.37% 0.01%
Special resolution
number 2: Approval
of non-executive
directors
remuneration
2019/2020 67.16% 32.84% 400 691 199 85.37% 0.01%
Special resolution
number 3: General
authority to
repurchase shares 96.61% 3.39% 400 699 299 85.38% 0.01%
Special resolution
number 4: General
authority to provide
financial assistance
to related and inter-
related companies
and corporations 99.77% 0.23% 400 664 949 85.37% 0.02%
Special resolution
number 5:
Amendment to the
Company’s MoI to
provide for the
retirement of non-
executive directors
who served for a
period of 9 years or
longer to retire on
an annual basis but
being eligible can
stand for re-
election 86.35% 13.65% 400 672 949 85.37% 0.01%
Note:
Total number of shares in issue as at the date of the AGM was 469 330 865.
Shareholders are further advised that, as ordinary resolution number 5, relating to the non-
binding advisory vote on the remuneration policy of the Company and ordinary resolution
number 6 relating to the non-binding advisory vote on the implementation of the remuneration
policy, were voted against by 25% or more of the votes exercised by the Company’s
shareholders present in person or represented by proxy at the AGM, an invitation will be
extended to such dissenting shareholders to engage with the Company. The manner and
timing of such engagement has not as yet been finalised and the Company will issue a further
announcement shortly setting out such details.
Bonaero Park
29 October 2019
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 OWNERNSHIP RESTRICTION CONTAINED IN
SECTIONS 16 (4) ( c ) AND 19(a) OF THE AIR SERVICES LICENSING ACT, NO. 115 OF 1990, THE VOTING
RIGHTS OF SHAREHOLDERS MAY BE DECREASAED PROPORTIONATELY SUCH THAT THE VOTING
RIGHTS OF FOREIGN SHAREHOLDERS DO NOT, IN AGGREGATE, EXCEED 24.99%. FOREIGN
SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE REFERRED TO COMAIR’S MEMORANDUM OF
INCORPORATION AND WEBSITE (www.comair.co.za) FOR FURTHER DETAIL. IF FOREIGN
SHAREHOLDERS OR PROSPECTIVE INVESTORS ARE IN ANY DOUNT AS TO WHAT ACTION TO TAKE
THEY SHOULD SEE ADVICE FROM THEIR BROKER, ATTORNEY OR OTHER PROFESSIONAL ADVISER.
Date: 29/10/2019 04:32:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.