COGNITION HOLDINGS LIMITED - Results of General Meeting

Results of General Meeting

COGNITION HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/010640/06)
Share code: CGN ISIN: ZAE000197042
(“Cognition” or “the Company”)


RESULTS OF GENERAL MEETING


Shareholders are referred to the announcements released on SENS on 8 October 2018 and 9 November
2019, and to the Circular distributed to Shareholders on 9 November 2018. Terms defined in the Circular
shall, unless otherwise stated, bear the same meaning in this announcement.

Shareholders are advised that, at the General Meeting, convened in terms of the notice of General Meeting
to Shareholders dated 9 November 2018, which was held on Friday, 7 December 2018, all the resolutions
were passed by the requisite majority of Shareholders.

The number of Shares present in person or represented by proxy was 118 043 742 representing 86% of
the total issued share capital of the same class of Shares.
The resolutions proposed at the General 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
                                                              carried for      % of votes         % of
                                                                      the     against the       Shares
 Resolution                                                    resolution      resolution    abstained
 Special Resolution Number 1 – Conversion of the
 ordinary Shares in the Company’s authorised share
 capital from par value Shares to Shares of no par value          88.58%          11.42%         0.00%
 
 Special Resolution Number 2 – Increase in the
 authorised no par value share capital of the Company             88.58%          11.42%         0.00%
 
 Special Resolution Number 3 – Amendment to
 percentage of voting rights required to approve an
 ordinary resolution                                              88.58%          11.42%         0.00%
 
 Special Resolution Number 4 – Amendments to the
 Memorandum of Incorporation of the Company                       88.58%          11.42%         0.00%
 
 Ordinary Resolution Number 1 – Approval of the
 Acquisition                                                      80.87%          19.13%         0.00%
 
 Special Resolution Number 5 – Approval to issue the
 Consideration Shares in terms of section 41(3) of the
 Companies Act                                                    80.87%          19.13%         0.00%
 
 Ordinary Resolution Number 2 – Waiver of the
 Mandatory Offer provisions of the Companies Act                  80.47%          19.53%         1.06%
 
 Ordinary Resolution Number 3 – Control of authorised
 but unissued Shares                                              88.58%          11.42%         0.00%
 
 Ordinary Resolution Number 4 – Authority granted to
 Directors                                                        88.58%          11.42%         0.00%

Shareholders are referred to paragraph 3.4 of the Circular and are hereby advised that the following
Suspensive Conditions have not yet been fulfilled and / or waived:

3.4.1   on or before the Long Stop Date, the approvals, if any, required by the Competition Commission,
        for the implementation of the Acquisition shall have been granted, either unconditionally or subject
        to such conditions as have been approved in writing by Cognition;

3.4.3   on or before the Long Stop Date, CTP shall have obtained a board resolution of Private Property
        approving the transfer of the Sale Shares to Cognition;

3.4.4   on or before the Long Stop Date, the Panel shall have exempted Cognition and Private Property
        from compliance with their obligations (including any obligation of Cognition to make any offer) in
        terms of Part B and Part C of Chapter 5 of the Companies Act and the Takeover Regulations in
        respect of the sale of the Sale Shares; and

3.4.5   on or before the Long Stop Date, the Panel shall have exempted the Caxton Group from compliance
        with their obligations (including any obligation of the Caxton Group to make any offer) in terms of
        Part B and Part C of Chapter 5 of the Companies Act and the Takeover Regulations in respect of
        the acquisition of the Consideration Shares.



Johannesburg
7 December 2018

Sponsor and Corporate Advisor
Merchantec Capital

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