COGNITION HOLDINGS LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Cognition Holdings Limited
(formerly FoneWorx Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number 1997/010640/06)
Share code: CGN ISIN: ZAE000197042
(“Cognition” or “the Company” or “the Group”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that, at the annual general meeting of Cognition held today, all the resolutions
as set out in the notice of annual general meeting, except for “Ordinary resolution number 2: Control of
authorised but unissued ordinary shares” which was withdrawn at the annual general meeting, were
passed by the requisite majority of shareholders.

The number of shares voted in person or by proxy was 96 956 588, representing 70% of the total issued
share capital of the same class of Cognition shares.

The resolutions proposed at the meeting, together with the percentage of shares abstained, as well as
the percentage of votes carried for and against each resolution, are set out below:

                                                               % of votes      % of votes
                                                           carried for the    against the    % of shares
Resolution                                                     resolution      resolution     abstained
To receive, consider and adopt the annual financial
statements of the Company and Group for the financial
year ended 30 June 2018                                           99.98            0.02            0.02
To re-elect Roger Pitt to the Board of Cognition                  99.98            0.02            0.02
To re-elect Ashvin Mancha to the Board of Cognition               99.98            0.02            0.02
To re-elect Paul Jenkins to the Board of Cognition                84.28           15.72            0.02
To re-appoint Roger Pitt as a member and chairman of
the Company’s Audit and Risk Committee                            99.98            0.02            0.02
To re-appoint Gaurang Mooney as a member of the
Company’s Audit and Risk Committee                                99.98            0.02            0.02
To re-appoint Ashvin Mancha as a member of the
Company’s Audit and Risk Committee                                99.98            0.02            0.02
To confirm the re-appointment of Grant Thornton
Johannesburg Partnership as auditors of the Company
together with Mr Jacques Barradas for the ensuing
financial year                                                    99.98            0.02            0.02
Ordinary resolution number 1.1: Endorsement of the
Company’s remuneration policy                                     99.98            0.02            0.02
Ordinary resolution number 1.2: Endorsement of the
Company’s implementation report                                   99.98            0.02            0.02
Ordinary resolution number 3: Approval to issue
ordinary shares, and to sell treasury shares, for cash            99.98            0.02            0.02
Special resolution number 1: General approval to
acquire shares                                                    99.98            0.02            0.02
Special resolution number 2: Financial assistance for
subscription of securities                                        99.98            0.02            0.02
Special resolution number 3: Loans or other financial
assistance to directors                                           99.98            0.02            0.02
Special resolution number 4: Approval of non-
executive Director’s remuneration                                 99.98            0.02            0.02
Ordinary resolution number 4: Signature of
documents                                                         99.98            0.02            0.02

Johannesburg
22 November 2018

Sponsor
Merchantec Capital

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