GAIA INFRASTRUCTURE CAPITAL LIMITED - Report on proceedings at the annual general meeting

Release Date: 30/08/2018 17:24
Code(s): GAI
 
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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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