GAIA INFRASTRUCTURE CAPITAL LIMITED - Results of AGM

Results of AGM

GAIA Infrastructure Capital Limited
(Incorporated in the Republic of South Africa)
(Registration number 2015/115237/06)
ISIN: ZAE000210555 Share code: GAI
("GAIA" or "the Company")




    RESULTS OF ANNUAL GENERAL MEETING (“AGM”)


Results of the AGM

Shareholders are advised that at the AGM held on Wednesday, 28 August 2019, save for Ordinary Resolutions
numbered 2, 6 and 8 and Special Resolutions numbered 2, 3 and 4 which were withdrawn, all resolutions as set
out in the notice of the AGM which was incorporated in the 2019 Integrated Annual Report and distributed to
shareholders on 28 June 2019, with the exception of the non-binding advisory resolutions numbered 1 and 2, were
duly approved by the requisite majority of shareholders present and voting, either in person or represented by
proxy.

Shareholders are advised that:

-         the total number of shares in issue as at the date of the AGM was 55 151 000;
-         the total number of shares that were present in person/represented by proxy at the AGM was 43 029 490
          shares being 78.02% of the total number of shares in issue; and
-         abstentions are represented below as a percentage of the total number of shares in issue.

Details of the results of the voting are as follows:


    RESOLUTION                           Shares voted    Shares voted        Shares          Shares
                                             for           against          abstained         voted

    Ordinary Resolutions


    Ordinary resolution number 1:
    Re-election of director


    Ms S Tuku                             42 987 743         2 900            38 847       42 990 643
                                           99.99%            0.01%            0.07%         77.95%

    Ordinary resolution number 2:
    Re-election of director

    Mr L Mondi                             Withdrawn


    Ordinary resolution number 3:
    Re-election of director
                                     42 987 743       2 900        38 847      42 990 643
Mr T Bukula                           99.99%          0.01%        0.07%        77.95%


Ordinary resolution number 4:
Re-appointment of member to the
Audit and Risk Committee


Ms S Tuku                            42 987 743       2 900        38 847      42 990 643
                                      99.99%          0.01%        0.07%        77.95%

Ordinary resolution number 5:
Re-appointment of member to the
Audit and Risk Committee

Mrs N Kimber                         42 987 743       2 900        38 847      42 990 643
                                      99.99%          0.01%        0.07%        77.95%


Ordinary resolution number 6:
Re-appointment of member to the
Audit and Risk Committee

Mr L Mondi                           Withdrawn


Ordinary resolution number 7:        43 006 070       8 950        14 470      43 015 020
Re-appointment of independent         99.98%          0.02%        0.03%        77.99%
external auditor


Ordinary resolution number 8:        Withdrawn
General authority to issue shares
for cash


Non-binding advisory votes:
                                     2 979 983      20 011 850    20 037 657   22 991 833
1       Non-binding endorsement       12.96%         87.04%        36.33%       41.69%
        of remuneration policy


                                     3 008 560      20 005 950    20 014 980   23 014 510
2       Non-binding endorsement       13.07%         86.93%        36.29%       41.73%
        of implementation report


Special Resolutions                 Shares voted   Shares voted    Shares       Shares
                                        for          against      abstained      voted


Special resolution number 1: **      39 277 485     3 714 348      37 657      42 991 833
Approval of non-executive             91.36%          8.64%        0.07%        77.95%
directors’ remuneration
 Special resolution number 2:            Withdrawn
 Financial assistance to related or
 inter-related company or
 companies

 Special resolution number 3:
 Financial assistance for                Withdrawn
 subscription of securities to
 related or inter-related companies


 Special resolution number 4:
 General authority to repurchase         Withdrawn
 shares



**      Shareholders are advised that Special Resolution number 1 was passed with a modification, as per the
        request of a major shareholder at the AGM, to read as follows:

        “Resolved that the Company be and is hereby authorised to remunerate only its Independent Non-
        Executive Directors for their services as Directors on the basis set out in the notice of the AGM (Exclusive
        of value-added tax) in terms of section 66 (9) of the Companies Act, until the next AGM of the Company”


Johannesburg
29 August 2019


Sponsor
Sasfin Capital   (a member of the Sasfin group)

Date: 29/08/2019 03:21:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.