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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
(Registration number 2006/015817/07)
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
(Registration number 2004/003647/07)
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.
3Shareholder Circular 2017
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);
SHAREHOLDER CIRCULAR 2017
4 Shareholder Circular 2017
“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.
5Shareholder Circular 2017
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 –
SHAREHOLDER CIRCULAR 2017
6 Shareholder Circular 2017
• 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
Foreign Shareholders 24%
Resident Shareholders 76%
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
Foreign Shareholders 28%
Resident Shareholders 72%
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.
7Shareholder Circular 2017
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
SHAREHOLDER CIRCULAR 2017
8 Shareholder Circular 2017
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.
9Shareholder Circular 2017
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);”
10 Shareholder Circular 2017
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:
SHAREHOLDER CIRCULAR 2017
COMAIR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/006783/06)
Share code: COM ISIN: ZAE000029823
(“Comair” or “the Company”)
11Shareholder Circular 2017
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: derek.borer@comair.co.za, 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”
SHAREHOLDER CIRCULAR 2017
12 Shareholder Circular 2017
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
(Registration number 2004/003647/07)
Rosebank Towers, 15 Biermann Avenue
Rosebank, 2196
(PO Box 61051, Marshalltown, 2107)
Recommended