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Results of Annual General Meeting ("the AGM")
COGNITION HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010640/06)
Share Code: CGN ISIN: ZAE000197042
(“the company”)
RESULTS OF ANNUAL GENERAL MEETING (“the AGM”)
Shareholders are advised that all the resolutions contained in the notice convening the AGM were
approved by the requisite majority of shareholders present in person or represented by proxy at the
AGM of the company held on Friday, 4 November 2022. The company has 229 273 021 ordinary
shares in issue.
Details of the resolutions and the voting are contained in the table below.
Resolution proposed Total number Number of Number of Number of
of votes votes in votes abstentions:
cast: % of favour: % of against: % of % of issued
issued share total votes total votes share capital
capital cast cast
Ordinary resolutions
Ordinary resolution 1: To adopt 160 953 089 160 952 457 632 1 456 401
the annual financial statements 70.20% 100.00% 0,00% 0,64%
for the year ended 30 June
2022
Ordinary resolution 2: To place 162 403 089 160 952 457 1 450 632 6 401
the unissued ordinary shares 70,83% 99,11% 0,89% 0,00%
under the control of the
directors
Ordinary resolution 3:
3.1 To re-elect Mr. PM Jenkins 162 408 390 162 402 457 5 933 1 100
as director of the company 70,84% 100,00% 0,00% 0,00%
3.2 To re-elect Mr. SWL de 162 408 390 162 402 457 5 933 1 100
Kock as director of the company 70,84% 100,00% 0,00% 0,00%
Ordinary resolution 4: To re- 162 403 089 162 402 457 632 6 401
appoint BDO South Africa 70,83% 100,00% 0,00% 0,00%
Incorporated. as the
independent auditors and to
register Ms. KA Luck as the
designated auditor
Ordinary resolution 5:
5.1 To re-elect Mr. S Naude as 162 403 089 162 402 457 632 6 401
member and chairman of the 70,83% 100,00% 0,00% 0,00%
Audit and Risk Committee
5.2 To re-elect Mr. M Crisp as 162 403 089 162 402 457 632 6 401
member of the Audit and Risk 70,83% 100,00% 0,00% 0,00%
Committee
5.3 To re-elect Mr. DC Lupambo 162 403 089 162 402 457 632 6 401
as member of the Audit and 70,83% 100,00% 0,00% 0,00%
Risk Committee
Ordinary resolution 6: To 160 958 390 160 957 758 632 1 451 100
authorise any director or the 70,20% 100,00% 0,00% 0,63%
company secretary to sign
documentation to give effect to
ordinary and special resolutions
Special resolutions
Special resolution 1: To approve 162 403 089 160 952 457 1 450 632 6 401
the general authority for the 70,83% 99,11% 0,89% 0,00%
company and/ or subsidiary to
acquire the company’s own
shares
Special resolution 2: To approve 162 403 089 162 402 457 632 6 401
the remuneration of the non- 70,83% 100,00% 0,00% 0,00%
executive directors
Special resolution 3: To approve 162 403 089 162 402 457 632 6 401
financial assistance to related or 70,83% 100,00% 0,00% 0,00%
inter-related companies
Special resolution 4: To approve 162 409 490 162 402 457 7 033 0
financial assistance for 70,84% 100,00% 0,00% 0,00%
subscription for or purchase of
securities
Non-binding advisory
resolutions
Advisory resolution 1: To 162 403 089 162 402 457 632 6 401
approve the remuneration policy 70,83% 100,00% 0,00% 0,00%
as set out in the corporate
governance and risk
management report
Advisory resolution 2: To 162 403 089 162 402 457 632 6 401
approve the implementation of 70,83% 100,00% 0,00% 0,00%
the remuneration policy as set
out in the corporate governance
and risk management report
By order of the board.
Johannesburg
4 November 2022
Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 04-11-2022 01:59:00
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