COGNITION HOLDINGS LIMITED - Results of annual general meeting

Results of annual general meeting

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


RESULTS OF ANNUAL GENERAL MEETING


Cognition shareholders, are advised that at the 17th annual general meeting of members held on
Thursday, 3 December 2015 all ordinary and special resolutions as set out in the notice of the annual
general meeting were passed by the requisite majority of shareholders.

The number of shares voted in person or by proxy was 97 358 916, representing 71% 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 2015                    100                  -           0.0005

To re-elect Gaurang Mooney to the Board of
Cognition Holdings Limited                               99.9347             0.0653          11.0594

To re-elect Piet Greyling to the Board of
Cognition Holdings Limited                               99.9449             0.0551           0.0005

To re-elect Marc du Plessis to the Board of
Cognition Holdings Limited                               99.9449             0.0551           0.0005

To re-appoint Roger Pitt as a member and
chairman of the Company’s Audit and Risk
Committee                                                    100                  -           0.0005

To re-appoint Gaurang Mooney as a member of
the Company’s Audit and Risk Committee                   99.9347             0.0653          11.0594

To re-appoint Ashvin Mancha as a member of
the Company’s Audit and Risk Committee                       100                  -           0.0005

To confirm the re-appointment of Grant
Thornton (Jhb) Inc. as auditors of the Company
together with Mr Jacques Barradas for the
ensuing financial year                                       100                  -           0.0005

Ordinary resolution number 1:
Approval of the remuneration policy                          100                  -           0.0005

Ordinary resolution number 2:
Control of authorised but unissued ordinary
shares                                                   97.8907             2.1093           0.0005

Ordinary resolution number 3:
Approval to issue ordinary shares, and to sell
treasury shares, for cash                                97.8907             2.1093           0.0005

Special resolution number 1:
General approval to acquire shares                           100                  -           0.0005

Special resolution number 2:
Financial assistance for subscription of
securities                                               99.9449             0.0551           0.0005

Special resolution number 3:
Loans or other financial assistance to directors         99.9449             0.0551           0.0005

Ordinary resolution number 4:
Signature of documents                                       100                  -           0.0005


Johannesburg
3 December 2015

Sponsor
Merchantec Capital

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