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COMAIR LIMITED - Results of the Annual General Meeting

Release Date: 29/10/2019 16:32
Code(s): COM     PDF:  
Wrap Text
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
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