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Disposal of Majority Interest in Private Property South Africa (Pty) Ltd: Results of the 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”)
DISPOSAL OF MAJORITY INTEREST IN PRIVATE PROPERTY SOUTH AFRICA PROPRIETARY LIMITED: RESULTS OF THE GENERAL MEETING
Further to the announcement dated 14 October 2022, Shareholders are advised that the resolutions contained in the notice
convening the General Meeting were approved by the requisite majority of shareholders present in person or represented
by proxy at the General Meeting held on Friday, 11 November 2022. The issued ordinary share capital of the Company is
229 273 021 shares.
Details of the resolutions and the voting at the General Meeting are contained in the table below.
Resolution proposed Total number of Number of Number of Number of
votes cast: votes in favour: votes against: abstentions:
% of issued % of total % of total % of issued
share capital votes cast votes cast share capital
Special resolution number 1: 179 236 351 179 235 719 632 1 100
To approve the Disposal 78,18% 99,99965% 0,00035% 00,00%
Ordinary resolution number 1: 179 236 351 179 235 719 632 1 100
To authorise any one director
or the company secretary to
sign documentation to give
effect to special resolution
number 1 78,18% 99,99965% 0,00035% 00,00%
Shareholders are further advised that:
1. as the votes exercised against Special resolution number 1 constitute 99,99965% of the voting rights that were exercised
in respect of Special resolution number 1, the provisions of Section 115(3) of the Act did not become applicable;
2. no Shareholder has exercised its appraisal rights in accordance with the provisions of Section 164 of the Act in respect
of Special resolution number 1 relating to the approval of the Disposal.
Accordingly, apart from the condition precedent that the TRP furnishes a compliance certificate in terms of Section 121(b)
of the Act, the conditions precedent to the Disposal have been fulfilled.
Upon receipt of the aforementioned compliance certificate, which is expected to occur on or before Friday, 18 November
2022, the Disposal will be implemented in accordance with its terms.
The Board of Directors collectively and individually accepts responsibility for the information contained in this announcement
and certifies that, to the best of its knowledge and belief, the information contained in this announcement does not omit
anything that is likely to affect the import of such information.
By order of the board.
Johannesburg
11 November 2022
Sponsor
AcaciaCap Advisors (Pty) Ltd
Auditors and Reporting accountants
BDO
Attorneys
Fluxmans
Independent expert
Exchange Sponsors (Pty) Ltd
Date: 11-11-2022 04:41:00
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