GI Dynamics : Appendix 4G and Annual Report

Boston, United States Sydney, Australia March 31, 2017 AEDT‌

James Murphy

CFO & Company Secretary

GI Dynamics, Inc. (ASX:GID), is the developer of EndoBarrier, the first endoscopically- delivered device therapy approved for the treatment of type 2 diabetes and obesity.

EndoBarrier is approved and commercially available in multiple countries outside the United States. EndoBarrier is not approved for sale in the United States and is limited by federal law to investigational use only in the United States. Founded in 2003, GI Dynamics is headquartered in Boston, Massachusetts. For more information, please

visit www.gidynamics.com.

This announcement contains forward-looking statements concerning our development and commercialization plans, potential revenues and revenue growth, costs, excess inventory, profitability and financial performance, ability to obtain reimbursement for our products, clinical trials and associated regulatory submissions and approvals, the number and location of commercial centers offering the EndoBarrier, and our intellectual property position. These

Boston, United States Sydney, Australia March 31, 2017 AEDT

forward-looking statements are based on GI Dynamics' management's current estimates and expectations of future events as of the date of this announcement. Furthermore, the estimates are subject to several 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 consequences of terminating the ENDO trial and the possibility that future clinical trials will not be successful or confirm earlier results. Further risks are associated with obtaining funding from third parties; the timing and costs of clinical trials; the timing of regulatory submissions; and the timing, receipt and maintenance of regulatory approvals. The timing and amount of other expenses and the timing and extent of third-party reimbursement risks associated with commercial product sales, including product performance, competition, risks related to market acceptance of products, intellectual-property risk; risks related to excess inventory; and risks related to assumptions regarding the size of the available market, the benefits of our products, product pricing, timing of product launches, future financial results and other factors, including those described in our filings with the U.S. Securities and Exchange Commission.

Given these uncertainties, one 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 or future events or otherwise, unless we are required to do so by law.

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Rules 4.7.3 and 4.10.31

Name of entity:

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• These pages of ourannual report: Pages 66 through 78

ABN/ ARBN: Financial year ended:

Our corporate governance statement2 for the above period above can be found at:3

ThisURLonourwebsite:

The Corporate Governance Statementisaccurateanduptodateasat 21 March 2016 andhasbeenapprovedbythe board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 31 March 2017

Name of Director or Secretaryauthorising lodgement:

James Murphy

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is includedin the official list asan ASX Listing to include in its annualreport either a corporate governancestatementthatmeetstherequirementsofthatruleorthe URLofthepageonitswebsitewheresuchastatementislocated.The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity hasnot followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period duringwhich it wasnotfollowed and state its reasonsfor not following the recommendationand what(ifany) alternative governancepracticesitadoptedinlieuoftherecommendationduring thatperiod.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copyof the corporate governance statement with ASX at the same time as it lodges its annual reportwith ASX. The corporate governance statement must be current asat the effective date specified in that statementfor the purposesofrule 4.10.3.

2 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statementreferred to in Listing Rule 4.10.3 which discloses the extent to whichanentityhasfollowedtherecommendationssetbythe ASXCorporate Governance Councilduringa particular reportingperiod.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statementcan be found. You can, if you wish, delete the option whichis notapplicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOS□☒U RES

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4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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