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August 2019, save for Ordinary Resolutions numbered 2, 6 and 8 and Special Resolutions numbered 2, 3 and 4 which were withdrawn, all resolutions as set out in the notice of the AGM which was incorporated in the 2019 Integrated Annual Report and distributed to shareholders on 28 June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0.01% 0.07% 77.95% Ordinary resolution number 2: Re-election of director Mr L Mondi Withdrawn Ordinary resolution number 3: Re-election of director 42 987 743 2 900 38 847 42 990 643 Mr T Bukula 99.99% 0.01% 0.07% 77.95% Ordinary resolution number 4: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0.01% 0.07% 77.95% Ordinary resolution number 6: Re-appointment of member to the Audit and Risk Committee Mr L Mondi Withdrawn Ordinary resolution number 7: 43 006 070 8 950 14 470 43 015 020 Re-appointment of independent 99.98% 0.02% 0.03% 77.99% external auditor Ordinary resolution number 8: Withdrawn General authority to issue shares for cash Non-binding advisory votes: 2 979 983 20 011 850 20 037 657 22 991 833 1 Non-binding endorsement 12.96% 87.04%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.