this circular is important and requires your immediate ... · this circular is important and...

This Circular is Important and Requires your Immediate Attention.The definitions and interpretations commencing on page 3 of this Circular apply mutatis mutandis to this cover.

Action Required by Comair Shareholders

• If you are in any doubt as to what action you should take, you should consult your CSDP, broker, banker, legal advisor, accountant

or other professional advisor immediately.

• If you have disposed of all of your shares, please forward this Circular together with the attached form of proxy, to the purchaser

to whom, or the CSDP or broker or agent through whom the disposal was effected.

• Shareholders who hold Dematerialised Shares through a CSDP or broker who wish to attend the General Meeting must request

their CSDP or broker to provide them with a letter of representation to attend the General Meeting or must instruct their CSDP

or broker to vote on their behalf in terms of their respective agreements with their CSDP or broker.

• The Company does not accept any responsibility and will not be held liable for any failure on the part of the CSDP or broker of

any holder of Dematerialised Shares to notify such Shareholder of the action required of them in respect of the specific issue set

out in this Circular.

COMAIR LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1967/006783/06)

Share code: COM ISIN: ZAE000029823

(“Comair” or “the Company”)

Circular to Comair Shareholdersrelating to:

• an amendment to the Company’s Memorandum of Incorporation to introduce a variable voting structure for the Company’s Foreign Shareholders

and incorporating

• a notice of General Meeting of Comair’s Shareholders; and • a form of proxy for certificated and “own name” dematerialised shareholders.

Corporate Advisor and Sponsor Legal Advisor

PSG Capital (Pty) Limited ENSAfrica

Date of issue: 20 October 2017This Circular is available in English only. Copies may be obtained from the registered office of the company and the transfer secretaries at the addresses set out in the “Corporate Information” section of this circular.

Corporate Information

Company Secretary and Registered Office

DH Borer

1 Marignane Drive

Bonaero Park

South Africa

1619

(PO Box 7015, Bonaero Park, 1622)

Corporate Advisor and Sponsor

PSG Capital Proprietary Limited


1st Floor

Ou Kollege

35 Kerk Street

Stellenbosch, 7600

(PO Box 7403, Stellenbosch, 7599)

and at:

2nd Floor, Building 3

11 Alice Lane

Sandown

Sandton, 2196

(PO Box 650957, Benmore, 2010)

Transfer Secretaries

Computershare Investor Services Proprietary Limited


Rosebank Towers, 15 Biermann Avenue

Rosebank, 2196

(PO Box 61051, Marshalltown, 2107)

Legal Advisors

Edward Nathan Sonnenbergs Inc.

(Registration number: 2006/018200/21)

150 West Street

Sandown

Sandton, 2196

(PO Box 783347, Sandton, 2146)

1Shareholder Circular 2017

Table of ContentsCorporate Information Inside front cover

Important Dates and Times 2

Interpretations and Definitions 3

Circular to Shareholders 5

1. Introduction and Rationale 5

2. Variable Voting Structure 5

3. Illustrative Voting Scenarios 6

4. General Meeting 7

5. Opinions and Recommendations 7

6. General Meeting of Shareholders 7

7. Directors’ Responsibility Statement 7

8. Documents Available for Inspection 7

Annexure 1: Extracts of the MOI 8

Annexure 2: Extracts of Foreign Ownership Restriction in the Air Services Act 9

Notice of General Meeting 10

Form of proxy for use by certificated Shareholders and holders of

dematerialised Shareholders who have elected “own-name” registration Attached

SHAREHOLDER CIRCULAR 2017

2 Shareholder Circular 2017

Important Dates and Times2017

Record date to determine which Shareholders are entitled to receive this circular Friday, 13 October

Circular and notice of General Meeting posted to Shareholders Friday, 20 October

Last day to trade in order to be eligible to vote at the General Meeting Tuesday, 14 November

Record date to be eligible to vote at the General Meeting Friday 17 November

Last day for receipt of proxies in respect of General Meeting by 14:00 Friday, 24 November

General Meeting of Shareholders at 14:00 Tuesday, 28 November

Results of General Meeting released on SENS Wednesday, 29 November

Note:

1. The definitions commencing on page 3 of this Circular apply mutatis mutandis to the important dates and times as set out above.

2. Any changes to the above dates and times will be released on SENS.


Interpretations and Definitions Throughout this Circular unless otherwise stated, the words in the first column shall have the meanings assigned to them in the second

column, words denoting one gender include the others, expressions denoting natural persons include juristic persons and associations

of persons and words in the singular shall include the plural and vice versa.

“Air Services Act” the Air Services Licensing Act, No. 115 of 1990, as amended;

“the board” the board of directors of Comair as at the date of this circular;

“certificated shareholders”

or “holders of certificated

shares”

Shareholders who have not Dematerialised their Comair Shares;

“Circular” this circular to Shareholders, dated 20 October, 2017, including the notice of General Meeting

and form of proxy;

“Comair” or “the Company”

or “the Group”

Comair Limited (registration number: 1967/006783/06), a public company incorporated in

accordance with the laws of South Africa;

“Comair Shares” or

“Ordinary Shares” or

“Shares”

ordinary shares with a par value of 1 (one) cent each in the issued ordinary share capital of

Comair;

“Comair Shareholders” or

“Shareholders”

the registered holders of ordinary shares;

“common monetary area” South Africa, the Republic of Namibia, the Kingdom of Lesotho and the Kingdom of Swaziland;

“Companies Act” the South African Companies Act, No. 71 of 2008, as amended;

“the Council” the Air Service Licensing Council established under the Air Services Act;

“CSDP” a participant, as that term is defined in the Financial Markets Act, duly authorised by a central

securities depository in terms of the depository rules pursuant to section 31 of the Financial

Markets Act;

“Dematerialised” the process by which shares held by the holder of certificated shares or other documents of title

are converted to and held in electronic form as uncertificated shares in terms of the Strate system

and recorded in the sub-register of shareholders maintained by a CSDP ;

“dematerialised

shareholders” or “holders of

dematerialised shares”

Shareholders who have Dematerialised their Comair Shares;

“dematerialised shares” Comair Shares which have been Dematerialised;

“documents of title” share certificates, certified transfer deeds, balance receipts or any other documents of title to

shares acceptable to the board;

“Entity” includes any association, business, close corporation, company, concern, enterprise, firm,

partnership, trust, undertaking, voluntary association or other similar entity whether incorporated

or unincorporated;

“Financial Markets Act” the Financial Markets Act, No. 19 of 2012, as amended;

“Foreign Entity” any Entity which is not a Resident Entity;

“Foreign Ownership

Restriction”

the restriction placed on the voting rights which may be held by Foreign Shareholders in a holder

of a South African air service license in terms of the Air Services Act, which restriction is 24.99%

(twenty four point nine nine percent);



“Foreign Person” any natural person who is not a Resident Person;

“Foreign Shareholder” any Foreign Entity or Foreign Person which/who holds any Comair Shares;

“General Meeting” the General Meeting of Shareholders to be held on Tuesday, 28 November 2017, at the Comair

Operations Building, corner Fortress and Whirlwind Roads, Rhodesfield, South Africa at 14:00;

“JSE” the exchange operated by the JSE Limited, registration number 2005/022939/06, a public

company with limited liability incorporated under the laws of South Africa and licensed as an

exchange under the Financial Markets Act;

“JSE Listings

Requirements”

the listings requirements of the JSE;

“last practicable date” 4 October 2017, the last practicable date prior to the finalisation of this Circular;

“MOI” the Memorandum of Incorporation of the Company;

“own-name registration” the process by which Comair Shareholders have Dematerialised their Comair Shares and such

Shares are held in the name of the Comair Shareholder in electronic form in the sub-register of

the Company;

“R” or “Rand” South African Rands, the currency of South Africa;

“Resident Entity” any Entity which is incorporated, established or formed in the Republic of South Africa or which

has its place of effective management in the Republic of South Africa;

“Resident Person” any natural person that is ordinarily resident in the Republic of South Africa and who is a South

African citizen in terms of the South African Citizenship Act 88 of 1995;

“Resident Shareholder” any Resident Entity or Resident Person which holds any Comair Shares;

“SENS” the Securities Exchange News Service of the JSE;

“South Africa” the Republic of South Africa;

“Strate” Strate Proprietary Limited, registration number 1998/022242/07, a private company with

limited liability duly incorporated under the laws of South Africa and which is a registered central

securities depository responsible for the electronic custody and settlement system used by the

JSE; and

“the transfer secretaries” Computershare Investor Services Proprietary Limited, registration number 2004/003647/07, a

limited liability private company incorporated in accordance with the laws of South Africa.


DirectorsP van Hoven*# (Chairman)

MD Moritz* (Joint Deputy Chairman)

RC Sacks*#

PJ Welgemoed*#

JM Kahn*#

MN Louw (Operations Director)

ER Venter (Chief Executive Officer)

N Sithole*#

RS Ntuli*# (Joint Deputy Chairman)

KE King (Financial Director)

N Li*

C Luo*

P Mahanyele*#

N Maharajh*#

DH Borer (Alternate Director and Company Secretary)

* Non-executive

# Independent

Circular to Shareholders

1. Introduction and Rationale

Shareholders are advised that the Company intends to create

a variable voting structure which will be applicable to Foreign

Shareholders in order to enable the Company, as a licensed

air service operator, to remain in compliance with the legislated

Foreign Ownership Restriction in South Africa.

The airline industry is subject to extensive government and

regulatory oversight relating to, amongst other things, restrictions

on foreign ownership. In particular, Sections 16(4)(c) and 19(a)

of the Air Services Act requires that a minimum of 75% of the

voting rights in the holder of an air service license must be held by

residents of South Africa. Attached as Annexure 2 to this Circular

is an extract of these provisions of the Air Services Act.

Comair is currently compliant with the Foreign Ownership

Restriction. As at 30 September 2017, Comair’s split between

Resident Shareholders and Foreign Shareholders was as follows:

Resident Shareholders 76.95%

Foreign Shareholders 23.05%

Source: Beneficiary download of the Company’s Securities Register by Strate and the transfer secretaries

The Air Services Act places an obligation on the license holder to

comply with the Foreign Ownership Restriction and no obligation

is placed on shareholders or prospective investors. Thus, the

Company, as the only publicly listed air services operator in

South Africa, faces a continuous challenge to regulate or enforce

the composition of its foreign and domestic ownership so as to

remain compliant with the Foreign Ownership Restriction given the

Company’s inability to control the trading of Comair’s Shares on

the open market. In order to create certainty for the Company, and

its Shareholders, that the Company will not inadvertently breach

the Foreign Ownership Restriction in the future and not risk the

suspension or termination of its air service license, particularly

given the fact that the Company is already close to the Foreign

Ownership Restriction threshold, the Company seeks to adopt

a variable voting share capital structure that would be applicable

to Foreign Shareholders in certain instances. A variable voting

structure is not uncommon in the international airline industry as

most countries have some form of restriction on foreign ownership.

Notable examples include Canada and the United Kingdom.

2. Variable Voting Structure

The variable voting structure is intended to operate as follows:

If, in respect of each Shareholders’ meeting of the Company –



• the number of Comair Shares held by Foreign Shareholders at

the record date of such meeting, expressed as a percentage

of the total issued shares of the Company, exceeds the

Foreign Ownership Restriction; or

• the total number of votes cast by or on behalf of Foreign

Shareholders at such meeting, expressed as a percentage

of the total votes cast at the meeting, net of abstentions,

exceeds the Foreign Ownership Restriction;

then, in these circumstances only, the voting rights attached

to each Ordinary Share held by Foreign Shareholders shall be

decreased proportionately such that (i) the Comair Shares held by

Foreign Shareholders do not, in aggregate, carry votes in excess of

the Foreign Ownership Restriction and (ii) the total number of votes

cast by or on behalf of Foreign Shareholders at such meeting do

not exceed the Foreign Ownership Restriction. In the event that the

votes of the Foreign Shareholders are reduced as contemplated

above, then, in such instances only, the voting rights attached

to each Comair Share held by Resident Shareholders shall be

increased proportionately in accordance with their shareholding.

It is important to note that the above consequences of the variable

voting structure will only be triggered when, and from time to time,

the foreign and domestic composition of Comair’s shareholding

exceeds the Foreign Ownership Restriction threshold. Once such

shareholding composition falls below the Foreign Ownership

Restriction, the variable voting structure will not apply.

It is further important to note that the variable voting structure does not

entail the creation of a separate class of shares. Foreign Shareholders

and Resident Shareholders will be permitted to hold Ordinary Shares

which shall continue to rank pari passu in all respects, save for the

variable voting rights in the circumstances discussed above. Thus,

Foreign Shareholders will continue to enjoy all other rights relating

to the Ordinary Shares that Resident Shareholders enjoy and the

restrictions placed on Foreign Shareholders’ voting rights, if the

Foreign Ownership Restriction is exceeded, will not affect Foreign

Shareholders’ economic interest in the Ordinary Shares they hold.

In order to determine the split of Foreign Shareholders and Resident

Shareholders at the record date of each shareholders’ meeting,

the Company will procure a “beneficiary download” from Strate

and its transfer secretaries. The Company’s transfer secretaries

would manage the voting process at each shareholders’ meeting

in order to determine the votes that are to be attributed to the

Ordinary Shares held by Foreign Shareholders.

The Company will also create the necessary awareness for

shareholders and foreign investors of the variable voting structure

by placing prominent statements in all SENS announcements,

annual reports, shareholder communications and on the

Company’s website.

The variable voting structure will only apply where the Foreign

Ownership Restriction in terms of the Air Services Act applies

to the Company.

The JSE approved the variable voting structure on 1 September 2017.

The adoption and implementation of the variable voting structure

requires certain amendments to be made to the Company’s MOI,

as more fully set out in the Notice of General Meeting forming part

of this Circular, the extract thereof being set out in Annexure 1.

3. Illustrative Voting Scenarios

Set out below are examples of voting scenarios which illustrate

how the variable voting structure is intended to work in practice,

and which scenarios are provided for illustrative purposes only.

Scenario 1 (Foreign Ownership Restriction not exceeded)

Shareholding Composition

Foreign Shareholders 24%

Resident Shareholders 76%

Voting Rights



Result

Variable voting structure not triggered and voting rights of Foreign Shareholders and Resident Shareholders rank pari passu.

Scenario 2 (Foreign Ownership Restriction exceeded)

Shareholding Composition



Voting Rights

Foreign Shareholders 24.99%

Resident Shareholders 75.01%

Result

Variable voting structure is triggered and voting rights of Foreign Shareholders are reduced proportionately and consequently the voting rights of the Resident Shareholders are increased proportionately.


4. General Meeting

A Notice of General Meeting is attached to, and forms part of

this Circular.

Shareholders are accordingly requested to approve the special

and ordinary resolutions set out in the Notice of General Meeting,

which resolution will allow for the amendment to the Company’s

MOI to include the variable voting structure.

5. Opinions and Recommendations

The directors are of the opinion that the proposed resolutions to

amend the Company’s MOI to include the variable voting structure

are in the interest of the Company and its shareholders. All directors

who are entitled to vote at the General Meeting intend voting in

favour of the special and ordinary resolutions to be proposed at

the General Meeting.

If the proposed resolutions are not approved by Shareholders, the

directors are of the opinion that the Company would face a real risk

of inadvertently breaching the Foreign Ownership Restriction at any

time and, consequently, would risk the suspension or termination

of its air service license. Given that the Company derives most

of its revenue from domestic air services, any suspension or

termination of the Company’s air service license would have a

material adverse impact on the on-going viability and operations of

the Company, including its share price, revenues and profitability.

6. General Meeting of Shareholders

A General Meeting of Comair Shareholders will be held at 14:00 on

Tuesday, 28 November 2017, at the Comair Operations Building,

corner Fortress and Whirlwind Roads, Rhodesfield, South Africa,

at which the resolutions set out in the notice to this Circular will

be proposed for consideration, and if deemed fit, approved, with

or without modification.

7. Directors’ Responsibility Statement

The directors of Comair, whose names are given on page 5 of this

Circular, collectively and individually accept full responsibility for

the accuracy of the information given and certify that, to the best

of their knowledge and belief, there are no facts that have been

omitted which would make any statements false or misleading,

and that all reasonable enquiries to ascertain such facts have been

made and that this Circular contains all information required by

law and the JSE Listings Requirements.

8. Documents Available for Inspection

Copies of the following documents will be available for inspection

by Shareholders during normal business hours at the registered

office of Comair and at the offices of PSG Capital from 20 October

2017 until Tuesday, 28 November 2017:

8.1 the proposed amended MOI (which amendments have been

marked-up to reflect the changes);

8.2 this Circular signed on behalf of directors; and

8.3 letters of consent of the advisers to the company named on

the front cover of this Circular to their names appearing herein.

Signed at Bonaero Park on behalf of the Board of Directors of the Company on 20 October 2017.

Company Secretary Comair Limited



Annexure 1

Extracts of the MOI

Set out below are the salient changes being proposed to the

Company’s MOI:

1.2.2 “ASL Act” means the Air Services Licensing Act, No 115

of 1990, as amended from time to time;

1.2.13 “Foreign Entity” means any Entity which is not a Resident

Entity;

1.2.14 “Foreign Ownership Restriction” means the restriction

placed on the Voting Rights which may be held by Foreign

Shareholders in a holder of an air service license in terms

of the ASL Act from time to time, which restriction is

currently placed at 24.99% (twenty four point nine nine

percent);

1.2.15 “Foreign Person” means any natural person who is not

a Resident Person;

1.2.16 “Foreign Shareholder” means any Foreign Entity or

Foreign Person which holds any Ordinary Shares;

1.2.25 “Resident Entity” means any Entity which is incorporated,

established or formed in the Republic of South Africa

or which has its place of effective management in the

Republic of South Africa;

1.2.26 “Resident Person” means any natural person that is

ordinarily resident in the Republic of South Africa and who

is a South African citizen in terms of the South African

Citizenship Act 88 of 1995;

1.2.27 “Resident Shareholder” means any Resident Entity or

Resident Person which holds any Ordinary Shares;

10.2 If, in respect of each Shareholders’ Meeting –

10.2.1 the number of Ordinary Shares held by

Foreign Shareholders at the Record Date of

such Shareholders’ Meeting, expressed as a

percentage of the total issued Ordinary Shares of

the Company, exceed the percentage prescribed

by the Foreign Ownership Restriction; or

10.2.2 the total number of Voting Rights cast by or

on behalf of Foreign Shareholders at such

Shareholders’ Meeting, expressed as a

percentage of the total Voting Rights of the

Company cast at such Shareholders’ Meeting,

net of any abstentions, exceeds the Foreign

Ownership Restriction;

then, in these circumstances only, the Voting Rights attached to each

Ordinary Share held by Foreign Shareholders shall be decreased

proportionately such that (i) the Ordinary Shares held by Foreign

Shareholders do not, in aggregate, carry Voting Rights in excess

of the Foreign Ownership Restriction and (ii) the total number of

Voting Rights cast by or on behalf of Foreign Shareholders at such

Shareholders’ Meeting do not exceed the Foreign Ownership

Restriction. In the event that the Foreign Shareholders’ Voting Rights

are reduced as contemplated above, then, in such instances only,

the Voting Rights attached to each Ordinary Share held by Resident

Shareholders shall be increased proportionately in accordance with

each Resident Shareholder’s shareholding. The provisions of this

clause 10.2 shall only apply for so long as the Foreign Ownership

Restriction applies to the Company.


Annexure 2

Extracts of Foreign Ownership Restriction in the Air Services Act

Section 16(4)(c) of the Air Services Act provides as follows:

“ An application is granted and a license issued…..if the applicant

satisfies the Council-

…….

(c) that….

…….

(ii) if the applicant is not a natural person, is incorporated in the

Republic and at least 75% of the voting rights in respect of

such person is held by residents of the Republic.”

Section 19(a) of the Air Services Act provides as follows:

“A license is issued-

(a) On condition that the Licensee shall at all times during

the operation of the licensee’s air service comply with the

requirements of section 16(4);”


Notice of General MeetingNotice is hereby given that a General Meeting of the

Company’s Shareholders will be held at 14:00 on Tuesday,

28 November 2017, at the Comair Operations Building, corner

Fortress and Whirlwind Roads, Rhodesfield, South Africa, to

consider and, if deemed fit, pass, with or without modification,

the following ordinary and special resolutions set out below:

Special Resolution Number 1

“Resolved that in terms of Article 6 of the Company’s MOI

and in accordance with sections 16(1)(c)(i) and (ii) read together

with section 16(5)(b) of the Companies Act, the Company’s MOI

be and is hereby amended with effect from the date of filing

of the required notice of amendment with the Companies and

Intellectual Property Commission, as follows:

10.1.1. The insertion of a new Article 1.2.2 immediately after

Article 1.2.1:

“1.2.2 “ASL Act” means the Air Services Licensing

Act, No 115 of 1990, as amended from time

to time;”

10.1.2. The insertion of the following new Articles, 1.2.13,

1.2.14, 1.2.15, 1.2.16, and 1.2.17 immediately after

Article 1.2.12.

1.2.13.“Entity” includes any association, business,

close corporation, company, concern,

enterprise, firm, partnership, trust, undertaking,

voluntary association or other similar entity

whether incorporated or unincorporated;

1.2.14. “Foreign Entity” means any Entity which is

not a Resident Entity;

1.2.15. “Foreign Ownership Restriction” means

the restriction placed on the Voting Rights

which may be held by Foreign Shareholders in a

holder of an Air Service License in terms of the

ASL Act from time to time, which restriction is

currently placed at 24.99% (twenty four point

nine nine percent);

1.2.16. “Foreign Person” means any natural person

who is not a Resident Person;

1.2.17. “Foreign Shareholder” means any Foreign

Entity or Foreign Person which holds any

Ordinary Shares;”

10.1.3. The insertion of the following new Articles, 1.2.26,

1.2.27 and 1.2.28, immediately after Article 1.2.25:

1.2.26. “Resident Entity” means any Entity which is

incorporated, established or formed in the

Republic of South Africa or which has its place

of effective management in the Republic of

South Africa;

1.2.27. “Resident Person” means any natural person

that is ordinarily resident in the Republic of

South Africa and who is a South African citizen

in terms of the South African Citizenship Act

88 of 1995;

1.2.28. “Resident Shareholder” means any Resident

Entity or Resident Person which holds any

Ordinary Shares;”

10.1.4. The following words be and are hereby inserted at the

beginning of Article 10.1.1.1:

“10.1.1.1 subject to clause 10.2 below,”

10.1.5. The insertion of new Article 10.2 immediately after

Article 10.1:


COMAIR LIMITED

(Incorporated in the Republic of South Africa)


Share code: COM ISIN: ZAE000029823

(“Comair” or “the Company”)


10.2. “If, in respect of each Shareholders’ Meeting –

10.2.1. “the number of Ordinary Shares held by

Foreign Shareholders at the Record Date of

such Shareholders’ Meeting, expressed as a

percentage of the total issued Ordinary Shares of

the Company, exceed the percentage prescribed

by the Foreign Ownership Restriction; or

10.2.2. the total number of Voting Rights cast by or

on behalf of Foreign Shareholders at such

Shareholders’ Meeting, expressed as a

percentage of the total Voting Rights of the

Company cast at such Shareholders’ Meeting,

net of any abstentions, exceeds the Foreign

Ownership Restriction;

then, in these circumstances only, the Voting

Rights attached to each Ordinary Share held

by Foreign Shareholders shall be decreased

proportionately such that (i) the Ordinary Shares

held by Foreign Shareholders do not, in aggregate,

carry Voting Rights in excess of the Foreign

Ownership Restriction and (ii) the total number

of Voting Rights cast by or on behalf of Foreign

Shareholders at such Shareholders’ Meeting do

not exceed the Foreign Ownership Restriction. In

the event that the Foreign Shareholders’ Voting

Rights are reduced as contemplated above,

then, in such instances only, the Voting Rights

attached to each Ordinary Share held by Resident

Shareholders shall be increased proportionately

in accordance with each Resident Shareholder’s

shareholding. The provisions of this clause

10.2 shall only apply for so long as the Foreign

Ownership Restriction applies to the Company.”

Reason for and effect of Special Resolution Number 1

The reason for and effect of Special Resolution Number 1 is to

amend the Company’s MOI to incorporate the variable voting

structure for Foreign Shareholders, as more fully described in

the Circular to which this Notice of General Meeting attached.

In terms of the Companies Act, 75% of the votes cast by

shareholders present or represented by proxy at the meeting

must be cast in favour of this resolution for it to be adopted.

Ordinary Resolution Number 1

“Resolved that the directors of the company be and are hereby

authorised to do all such things and sign all documents and take

all such action as they consider necessary to implement the

resolution set out in the notice convening the General Meeting

which have been duly passed.”

Electronic Participation

Shareholders or their proxies are able to attend, but not participate

and vote at the General Meeting by way of a teleconference

call. Should you wish to make use of this facility, please contact

Derek Borer at email: [email protected], by no later

than 12h00 on Friday, 24 November 2017. Shareholders will:

• be required to provide reasonably satisfactory identification;

and

• be billed separately by their own telephone service providers

for their telephone call to participate in the meeting.

Voting and Proxies

The date on which Shareholders must be recorded, as such in

the Register for purposes of being entitled to receive this notice

is Friday, 20 October 2017.

The date on which Shareholders must be recorded in the Register

for purposes of being entitled to attend and vote at the General

Meeting is Friday, 17 November 2017. Accordingly, the last day

to trade to be entitled to attend and vote at the General Meeting

is Tuesday, 14 November 2017.

Section 63(1) of the Companies Act requires that meeting

participants provide satisfactory identification. Meeting

participants will be required to provide proof of identification

to the reasonable satisfaction of the Chairman of the General

Meeting and must accordingly bring a copy of their identity

document, passport or driver’s license to the General Meeting.

If in doubt as to whether any document will be regarded as

satisfactory proof of identification, meeting participants should

contact the transfer secretaries for guidance.

Shareholders entitled to attend and vote at the General Meeting,

may appoint one or more proxies to attend, speak and vote

in his/her stead. A proxy need not be a Shareholder of the

Company. A form of proxy, in which the relevant instructions

for its completion, is enclosed for use by a Certificated

Shareholder or Dematerialised Shareholder with “Own-name”



Registration who wishes to be represented at the General

Meeting. Completion of a form of proxy will not preclude such

Shareholder from attending and voting, in preference to that

Shareholder’s proxy, at the General Meeting.

By order of the board

Derek BorerCompany Secretary20 October 2017

Registered office and postal address

Comair Limited

1 Marignane Drive

Bonaero Park

South Africa

1619

(PO Box 7015, Bonaero Park, 1619)

Transfer secretaries

Computershare Investor Services Proprietary Limited


Rosebank Towers, 15 Biermann Avenue

Rosebank, 2196

(PO Box 61051, Marshalltown, 2107)

Incorporated in the Republic of South AfricaRegistration number: 1967/006783/06.

Share code: COM. ISIN code: ZAE000029823.(“Comair” or “the Company” or “the Group”)