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 Friday, 16 October 2020, all resolutions as set out in the notice
of the AGM which was incorporated in the 2020 Integrated Annual Report and distributed to shareholders on 17
September 2020, save for non-binding resolution number 1, non-binding resolution number 2 and special resolution
number 3, 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 49 919 838
          shares being 90,51% 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
                                             for           against            abstained

    Ordinary Resolutions


    Ordinary resolution number 1.1
    Appointment of director


    Mrs K Breytenbach                     49 887 888         3 000              28 950
                                           99.99%            0.01%              0.05%

    Ordinary resolution number 1.2
    Appointment of director
                                          49 887 888         3 000              28 950
    Mrs P Lewis                            99.99%            0.01%              0.05%


    Ordinary resolution number 1.3
    Appointment of director               49 887 888         3 000              28 950
                                           99.99%            0.01%              0.05%
    Mr GS Moseneke
Ordinary resolution number 2:
Re-election of director


Mr KE Mbalo                        48 647 888     1 243 000      28 950
                                   97.51.21%        2.49%        0.05%

Ordinary resolution number 3:
Re-appointment of member to the
Audit and Risk Committee           49 887 888       3 000        28 950
                                    99.99%          0.01%        0.05%
Mrs S Tuku

Ordinary resolution number 4:
Appointment of member to the
Audit and Risk Committee
                                   49 887 888       3 000        28 950
Mr T Bukula                         99.99%          0.01%        0.05%


Ordinary resolution number 5:
Appointment of member to the
Audit and Risk Committee
                                   43 873 871     6 017 017      28 950
Mrs K Breytenbach                   87.94%         12.06%        0.05%


Ordinary resolution number 6:
Re-appointment of independent
external auditor
                                   49 887 888       3 000        28 950
                                    99.99%          0.01%        0.05%


Non-binding advisory votes:
                                   29 869 461     20 003 000     47 377
1      Non-binding endorsement      59.89%         40.11%        0.09%
       of remuneration policy



2      Non-binding endorsement     29 869 461     20 003 000        47
       of implementation report     59.89%          40.11%      377 0.09%


Special Resolutions               Shares voted   Shares voted    Shares
                                      for          against      abstained


Special resolution number 1:       48 629 461     1 243 000      47 377
Approval of non-executive           97.51%          2.49%        0.09%
directors’ remuneration
 Special resolution number 2:
 Financial assistance to related or
 inter-related company or              49 887 888     8 950      23 000
 companies                              99.98%        0.02%      0.04%

 Special resolution number 3:
 Financial assistance for
 subscription of securities to         30 621 762   19 256 649   41 427
 related or inter-related companies     61.39%       38.61%      0.08%


 Special resolution number 4:
 Change of name of the Company         49 879 461     8 950      31 427
                                        99.98%        0.02%      0.06%




Johannesburg
16 October 2020


Sponsor
Sasfin Capital   (a member of the Sasfin group)

Date: 16-10-2020 04:45:00
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