GI Dynamics, Inc. - ASX Announcement

Annual General Meeting - Withdrawal of Resolution 3 Lexington, Massachusetts, United States and Sydney, Australia - 20 May 2014 AEST -GI Dynamics, Inc. (ASX: GID) ("GI Dynamics" or "Company") has today announced it is withdrawing Resolution 3 from the Company's Annual General Meeting (AGM), to be held on 22 May 2014, which was to consider approving the issue of equity securities up to 10% of the issued capital of the Company, as calculated in accordance with ASX Listing Rule 7.1A.

GI Dynamics advises that it lodged the Notice of Meeting for the AGM on 30 April 2014 and included Resolution 3 to provide the capacity to undertake a major fundraising in the

12 months following the AGM, if required.

Subsequently, as announced on 9 May 2014, the Company completed a successful capital raising of approximately $33.8 million by the issue 65,951,265 CHESS Depositary Interests (CDIs) (equivalent to 13,190,253 shares of common stock) at an issue price of A$0.52 per CDI (Placement). Of the 65,951,265 CDIs issued under the Placement,

9,140,436 CDIs were issued under the Company's additional 10% placement capacity

under ASX Listing Rule 7.1A as approved at the 2013 AGM.

As a result of the successful completion of the Placement, the Board is of the view that the resolution should now be withdrawn and not tabled at the AGM.

Robert Crane Chief Financial Officer & Company Secretary

About GI Dynamics

GI Dynamics, Inc. (ASX: GID) is the developer and marketer of EndoBarrier®, a breakthrough device that represents an entirely new class of non-surgical, non-pharmaceutical therapy for the treatment of type 2 diabetes and/or obesity. EndoBarrier is approved and commercially available in multiple countries outside the U.S. EndoBarrier is not approved for sale in the U.S. and is limited by federal law to investigational use only in the United States. GI Dynamics is conducting a pivotal clinical trial of EndoBarrier in the U.S. for the treatment of patients who have uncontrolled type 2 diabetes and are obese. Founded in 2003, GI Dynamics is headquartered in Lexington, Massachusetts. For more information, please visit www.gidynamics.com.

Forward-Looking Statements

This announcement contains forward-looking statements concerning: our development and commercialization plans; our potential revenues, costs, profitability and financial performance; our ability to obtain reimbursement for our products; our clinical trials, and associated regulatory submissions and approvals; the number and location of commercial centres offering the EndoBarrier®; and our intellectual property position. These forward-looking statements are based on the current estimates and expectations of future events by the management of GI Dynamics, Inc. as of the date of this announcement and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those indicated in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the possibility that clinical trials will not be successful or confirm earlier results; risks associated with obtaining funding from third parties; risks relating to the timing and costs of clinical trials, results of clinical trials, the timing of regulatory submissions, the timing and receipt of regulatory approvals, the timing and amount of other expenses; execution risks; competition; risks related to
www.gidynamics.com

US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA 02421 T +1 (781) 357-3300 F +1 (781)357-3301

EUROPEAN OFFICE: Prinzenallee 7, 40549 Dusseldorf, Germany T: +49 211 5239 1572

AUSTRALIAN OFFICE: Level 8, 17-19 Bridge Street, Sydney, NSW 2000 T +61 2 9325 9046

GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN 151 239 388

GI Dynamics, Inc. ‐ ASX Announcement Page 2

market acceptance of products; intellectual property risks; and assumptions regarding the size of the available market, benefits of our products, product pricing, timing of product launches, future financial results and other factors. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Investor Enquiries: Media Enquiries:

United States:

Robert Crane, Chief Financial Officer

+1 (781) 357-3250

United States/Europe:

Dan Budwick, Pure Communications Inc.

+1 (973) 271-6085

Australia:

David Allen or John Granger, Hawkesbury Partners

Pty Limited

+61 2 9325 9046

Australia:

Angela Ceberano, Flourish PR

+61 3 9092 8445

www.gidynamics.com

US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA 02421 T +1 (781) 357-3300 F +1 (781)357-3301

EUROPEAN OFFICE: Prinzenallee 7, 40549 Dusseldorf, Germany T: +49 211 5239 1572

AUSTRALIAN OFFICE: Level 8, 17-19 Bridge Street, Sydney, NSW 2000 T +61 2 9325 9046

GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN 151 239 388

GI Dynamics, Inc. ‐ ASX Announcement Page 3

Investor Enquiries: Media Enquiries:

United States

Robert Crane, Chief Financial Officer

+1 (781) 357-3250

North America/Europe

Dan Budwick, Pure Communications Inc.

+ 1 (973) 271-6085

Australia

David Allen or John Granger, Hawkesbury Partners

Pty Limited

+61 2 9325 9046

Australia

Angela Ceberano, Flourish PR

+61 3 9092 8445

www.gidynamics.com

US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA 02421 T +1 (781) 357-3300 F +1 (781)357-3301

EUROPEAN OFFICE: Prinzenallee 7, 40549 Dusseldorf, Germany T: +49 211 5239 1572

AUSTRALIAN OFFICE: Level 8, 17-19 Bridge Street, Sydney, NSW 2000 T +61 2 9325 9046

GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN 151 239 388

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