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Results of Annual General Meeting and Changes to the Board
Cognition 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 AND CHANGES TO THE BOARD
Shareholders are advised that, at the Annual General Meeting of Cognition held today,
26 November 2021, all the resolutions as set out in the notice of the Annual General Meeting were passed
by the requisite majority of shareholders, save for the following:
1. To re-elect Roger Pitt as a director;
2. To re-elect Gaurang Mooney as a director;
3. To re-appoint Roger Pitt as a member and chairman of the Company’s Audit and Risk Committee;
and
4. To re-appoint Gaurang Mooney as a member of the Company’s Audit and Risk Committee.
The number of shares voted in person or by proxy was 195 380 706 representing 85.22% of the total
issued share capital of the same class of Cognition shares.
The resolutions proposed at the meeting, together with the percentage of votes carried for and against
each resolution, as well as the percentage of shares abstained, 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 the Group for the
financial year ended 30 June 2021 99.99% 0.01% 0.00%1
To re-elect Roger Pitt as a director 14.75% 85.25% 0.90%
To re-elect Gaurang Mooney as a director 15.02% 84.98% 0.63%
To appoint Steven Naude as a director 85.53% 14.47% 1.01%
To confirm the appointment of Miles Crisp as a director 99.99% 0.01% 12.21%
To confirm the appointment of Servaas de Kock as a
director 99.99% 0.01% 7.32%
To re-appoint Roger Pitt as a member and chairman of
the Company’s Audit and Risk Committee 14.75% 85.25% 0.90%
To re-appoint Gaurang Mooney as a member of the
Company’s Audit and Risk Committee 15.02% 84.98% 0.63%
To re-appoint Dennis Lupambo as a member of the
Company’s Audit and Risk Committee 99.99% 0.01% 0.63%
To appoint Miles Crisp as a member of the Company’s
Audit and Risk Committee 91.65% 8.35% 5.64%
To appoint Steven Naude as a member of the
Company’s Audit and Risk Committee 85.53% 14.47% 1.01%
To confirm the re-appointment of BDO South Africa
Incorporated as independent auditor of the Company
with Mrs Kathryn Luck being the individual registered
auditor for the ensuing financial year 99.99% 0.01% 0.00%1
Ordinary resolution number 1: Non-binding advisory
endorsement of the Company’s remuneration policy and
implementation report - - -
Ordinary resolution number 1.1: Endorsement of the
Company’s remuneration policy 99.99% 0.01% 0.00%1
Ordinary resolution number 1.2: Endorsement of the
Company’s implementation report 99.99% 0.01% 0.00%1
Ordinary resolution number 2: Approval to issue
ordinary shares, and to sell treasury shares, for cash 99.25% 0.75% 0.00%1
Special resolution number 1: General authority to
acquire shares 99.25% 0.75% 0.00%1
Special resolution number 2: Financial assistance for
subscription of securities 99.99% 0.01% 0.63%
Special resolution number 3: Loans or other financial
assistance to directors 99.99% 0.01% 0.21%
Special resolution number 4: Approval of non-
executive directors’ remuneration 99.99% 0.01% 0.63%
Ordinary resolution number 3: Signature of
documents 99.99% 0.01% 0.00%1
1 5301 shares, reflected as 0.00%.
CHANGES TO THE BOARD
Following the approval of the resolution to appoint Steven Naude as an independent non-executive director
of Cognition above, shareholders are advised that his appointment takes effect from 26 November 2021.
Messrs. Roger Pitt and Gaurang Mooney will no longer serve on the directors of the Board of Cognition
(“Board”) given that the respective resolutions to re-elect them were not approved by shareholders.
The Board thanks Messrs. Roger Pitt and Gaurang Mooney for their valuable services as directors over the
years and wishes them well in their future endeavours.
Shareholders are advised that the Company will make a further announcement regarding the re-
composition of the Board subcommittees in due course.
Johannesburg
29 November 2021
Sponsor
Merchantec Capital
Date: 29-11-2021 09:00:00
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