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remuneration implementation report** 55.88 44.12 47 923 366 86.89 0.01 10.General authority to issue shares for cash Withdrawn Special Resolutions 1.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 Financial assistance for subscription of shares Withdrawn 4. Authority to repurchase shares Withdrawn *Total shares in issue of the Company is 55,151,000 ** Shareholders are advised that Ordinary resolutions number 8 and 9 relating to the non-binding advisory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) Date: 30/08/2018 05:24:00 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.