Variable Voting Right Structure

Foreign shareholders and prospective investors in Comair Limited (“Comair”) should note that the airline industry in South Arica is subject to extensive government and regulatory oversight relating to, amongst other things, restrictions on foreign ownership. Sections 16(4)(c) and 19(a) of the Air Services Licensing Act, No. 115 of 1990, (“Act”) requires that a minimum of 75% of the voting rights in a licensee must be held by residents of south Africa (“foreign ownership restriction”).

In order to ensure that Comair (as a licensed air services operator in South Africa), remains compliant with the foreign ownership restriction, Comair has adopted a variable voting share structure in terms of which the voting rights attached to each ordinary share held by foreign shareholders will be decreased proportionately if (i) the number of ordinary shares held by foreign shareholders on the record date of any shareholders’ meeting exceed 24.99% or (ii) the total number of votes cast by or on behalf of foreign shareholders at such a meeting exceed 24.99% 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 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.