GI Dynamics, Inc. - ASX Announcement

Results of Annual Meeting of Stockholders LEXINGTON, Massachusetts, and SYDNEY, Australia - 22 May 2014 - GI Dynamics, Inc. (ASX: GID) (GI Dynamics or the Company) held its Annual Meeting of Stockholders today and, in accordance with ASX Listing Rule 3.13.2, is pleased to announce that each of the Resolutions put to stockholders as set forth in the Proxy Statement dated 30 April 2014, were passed other than Resolution 3 which was withdrawn prior to the meeting.

The information required under Section 251AA of the Corporations Act is attached.

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 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.
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

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

ANNUAL MEETING (COMMON STOCK) Thursday, 22 May, 2014

RESULT OF GENERAL MEETING (ASX REPORT)

As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.

Manner in which the securityholder directed the proxy vote

(as at proxy close):

Manner in which votes were cast in person or by proxy on a poll (where applicable)

Resolution

Votes

For

Votes

Against

Votes

Discretionary

Votes

Abstain

For

Against

Abstain **

1.1 RE-ELECT AS A DIRECTOR, JACK MEYER

39,392,587

0

3,501,664

893,897

49,808,846

0

893,897

1.2 RE-ELECT AS A DIRECTOR, STUART RANDLE

39,415,047

0

3,501,664

871,437

49,831,306

0

871,437

2 APPROVE THE GRANT OF 38,280 RESTRICTED STOCK UNITS AND 133,982 STOCK OPTIONS TO STUART A. RANDLE

18,313,550

9,549,704

3,501,664

12,238,875

27,936,476

9,549,704

12,238,875

3 APPROVE THE ISSUE OF EQUITY SECURITIES UP TO

10% OF THE ISSUED CAPITAL OF THE COMPANY

RESOLUTION WITHDRAWN

RESOLUTION WITHDRAWN

RESOULTION WITHDRAWN

RESOUTION WITHDRAWN

RESOLUTION WITHDRAWN

RESOUTION WITHDRAWN

RESOLUTION WITHDRAWN

4 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014

40,299,758

2,000

3,501,664

3,000

50,716,017

2,000

3,000

** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item

Printed: 22/05/2014 9:30:38AM

This report was produced from the Link Market Services AGM System v2007

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