GAIA INFRASTRUCTURE CAPITAL LIMITED - Results of written resolution of shareholders

Results of written resolution of shareholders

GAIA INFRASTRUCTURE CAPITAL LIMITED
(Incorporate in South Africa)
(Registration number 2015/115237/06)
 JSE share code: GAI        ISIN: ZAE000210555
    (“GAIA” or “the Company”)



RESULTS OF THE WRITTEN RESOLUTION OF SHAREHOLDERS


1. INTRODUCTION

   GAIA shareholders ("Shareholders") are referred to the announcement released on the Stock Exchange News Service of the JSE Limited
   ("JSE") on Monday, 11 May 2020, regarding the submission to Shareholders of a circular and notice of written resolution (“Circular”) to be
   voted on by Shareholders. The capitalised terms used in this announcement, unless otherwise defined herein, bear the meanings ascribed
   to them in the Circular.
   Shareholders are advised that, as at the date of this announcement, Ordinary Resolution 1 was approved and adopted in terms of section
   60(2) of the Companies Act, 71 of 2008 (“Companies Act”).
   The total number of Ordinary Shares in issue as at the date of the Circular was 55,151,000.
   The number of Ordinary Shares voted in person or by proxy, excluding Ordinary Shares held by Related Parties, was 45,346,607,
   representing 86.89% of the total Ordinary Shares in issue excluding the Ordinary Shares held by the Related Parties.
   Details of the results of voting in terms of the Circular were as follows:


                                                                                             For*          Against*            Abstained**
   Resolution
                                                                                               %                 %                      %

   Ordinary Resolution 1: Approval of the Termination Agreement and
                                                                                           100.00               0.00                   0.00
   termination of the Existing Management Agreement



   *     In relation to the total number of Ordinary Shares voted in terms of the Circular.
   **    In relation to the total number of Ordinary Shares in issue at the date of the Circular.

   The Company will, by no later than Friday, 26 June 2020, distribute a statement of these results to Shareholders recorded in the Company’s
   register as at Friday, 24 April 2020, being the record date, in accordance with section 60(4) of the Companies Act.

   The board of directors of GAIA wish to advise Shareholders that all of the Conditions Precedent relating to the Transaction have now been
   fulfilled and the closing process completed. The effective date of the Transaction is Wednesday, 10 June 2020.



Johannesburg
11 June 2020

Corporate advisor
Birkett Stewart McHendrie

Sponsor
Sasfin Capital (A member of the Sasfin Group)

Legal advisor
Webber Wentzel




                                                                                                                                        1

Date: 11-06-2020 10:20:00
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.