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COMAIR LIMITED - Electronic Participation Arrangements for General Meeting

Release Date: 22/04/2020 07:49
Code(s): COM     PDF:  
Wrap Text
Electronic Participation Arrangements for General Meeting

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

ELECTRONIC PARTICIPATION ARRANGEMENTS FOR SHAREHOLDERS GENERAL MEETING DUE TO IMPACT OF COVID-19

Shareholders are referred to the announcement released on SENS and the subsequent
circular and notice of general meeting distributed to shareholders on dated 26 March 2020
setting out the details of the proposed non-executive directors fees for the financial year ended
30 June 2020 for which shareholder authorization is sought as detailed in the circular. As set
out in the notice of general meeting, a general meeting of shareholders is scheduled to be
held on Thursday, 30 April 2020 at 14H00.

Due to the impact of the COVID-19 pandemic, resultant health distancing requirements and
the restrictions placed on public gatherings, the general meeting will continue at the scheduled
date and time being Thursday, 30 April l 2020 at 14H00, but in-person attendance and
registration of meeting participants will not be allowed. Shareholders are advised that the
general meeting will be held in electronic format only in accordance with the provisions of the
Companies Act 71 of 2008 of South Africa (“Companies Act”), as amended, and the
Company’s memorandum of incorporation.

Shareholders wishing to participate in this electronic general meeting should contact the
company secretary, Mr. Kim Gorringe, by email at kim.gorringe@comair.co.za as soon as
possible prior to the general meeting and, for practical reasons, are encouraged to do so by
Tuesday, 28 April 2020.

The company secretary will provide shareholders with the requirements for and details of
electronic participation at the general meeting. The company secretary is obliged to validate
such requests and confirm the identity of the shareholder in terms of section 63(1) of the
Companies Act and thereafter, if validated, provide further details on using the electronic
facility. In-person registration of meeting participants will not be carried out at the registered
office of the Company. Please note that shareholders will be able to vote via such electronic
participation, the process of which will also be provided to shareholders by the company
secretary. Shareholders are encouraged to electronically participate in the general meeting.
Shareholders are encouraged to vote through a proxy process, despite deciding to participate
electronically or not. Shareholders should complete their proxy forms and lodge their proxy
forms with the transfer secretaries, Computershare Investor Services Proprietary Limited,
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, (Private Bag X9000, Saxonwold,
2132) or email to: proxy@computershare.co.za.

In light of the COVID-19 situation, forms of proxy (or letters of representation, as applicable)
should kindly be lodged electronically with the transfer secretaries by no later than 14H00 on
Tuesday, 28 April 2020, provided that any form of proxy not received by this time may still be
lodged electronically with the company secretary up to the commencement of the general
meeting.

Dematerialised shareholders, other than own-name registered dematerialised shareholders,
should provide their CSDP or broker with their voting instructions in terms of the custody
agreement entered into between themselves and the CSDP or broker in the manner and time
stipulated therein.

Shareholders will be liable for their own network charges and it will not be for the expense of
the JSE or Comair. Neither the JSE nor Comair can be held accountable in the case of loss
of network connectivity or network failure due to insufficient airtime/internet connectivity/power
outages/ electronic participation channel malfunction which would prevent you from
participating in the electronic meeting.

Shareholders are further encouraged to submit any questions by emailing the company
secretary (kim.gorringe@comair.co.za). These questions will be addressed via the electronic
participation channel at the general meeting.

Bonaero Park
22 April 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: 22-04-2020 07:49:00
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