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Report on proceedings at the annual general meeting
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")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the annual general meeting (“AGM”) of the shareholders of GAIA held on 29 August 2018, all the ordinary and special resolutions proposed at the meeting were
approved by the requisite majority of votes. In this regard, GAIA confirms the voting statistics from the AGM as follows:
Votes cast disclosed as a percentage
in relation to the total number of Shares voted Shares abstained
shares voted at the meeting disclosed as a disclosed as a
Number of percentage in percentage in
Resolutions shares voted relation to the total relation to the total
issued shares* issued shares*
For Against
Ordinary Resolutions
1. Re-election of KE Mbalo as director 97.62 2.38 47 923 366 86.89 0.01
2. Re-election of L de Wit as director 97.62 2.38 47 923 366 86.89 0.01
3. Re-election of C Ferreira as director 97.62 2.38 47 923 366 86.89 0.01
4. Re-appointment of Ms Tuku as member of the
Audit and Risk Committee 97.62 2.38 47 923 366 86.89 0.01
5. Re-appointment of Mrs N Kimber as member of the
Audit and Risk Committee 97.62 2.38 47 923 366 86.89 0.01
6. Re-appointment of Mr L Mondi as member of the
Audit and Risk Committee 97.62 2.38 47 923 366 86.89 0.01
7. Re-appointment of Deloitte & Touche as external
auditors 99.99 0.01 47 923 366 86.89 0.01
8. Non-binding endorsement of the remuneration
Policy** 55.88 44.12 47 923 366 86.89 0.01
9. Non-binding advisory vote on the remuneration
implementation report** 55.88 44.12 47 923 366 86.89 0.01
10.General authority to issue shares for cash Withdrawn
Special Resolutions
1. Remuneration of non-executive directors 97.62 2.38 47 923 366 86.89 0.01
2. Intercompany financial assistance 100 0 47 923 366 86.89 2.39
3. Financial assistance for subscription of shares Withdrawn
4. Authority to repurchase shares Withdrawn
*Total shares in issue of the Company is 55,151,000
** Shareholders are advised that Ordinary resolutions number 8 and 9 relating to the non-binding advisory votes on the remuneration policy and the implementation of
the remuneration policy were voted against by more than 25% of shareholders present in person or represented by proxy at the AGM (“dissenting shareholders”). The
Company invites those dissenting shareholders to engage with the Company by forwarding their concerns/questions on the remuneration policy and the implementation
thereof to the company secretary in writing, by sending an email to melinda@fusioncorp.co.za by close of business on 21 September 2018. GAIA will then engage
directly with the dissenting shareholders on concerns/questions raised.
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
30 August 2018
Johannesburg
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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