Results of Annual General Meeting Cognition Holdings Limited (formerly FoneWorx 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 Shareholders are advised that, at the annual general meeting of Cognition held today, all the resolutions as set out in the notice of annual general meeting were passed by the requisite majority of shareholders. The number of shares voted in person or by proxy was 97 893 766, representing 71.14% 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 2016 100 - - To re-elect Ashvin Mancha to the Board of Cognition Holdings Limited 100 - - To re-elect Paul Jenkins to the Board of Cognition Holdings Limited 98.57999 1.42001 - To re-elect Roger Pitt to the Board of Cognition Holdings Limited 100 - - To re-appoint Roger Pitt as a member and chairman of the Company’s Audit and Risk Committee 100 - - To re-appoint Gaurang Mooney as a member of the Company’s Audit and Risk Committee 100 - - To re-appoint Ashvin Mancha as a member of the Company’s Audit and Risk Committee 100 - - 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 - - Ordinary resolution number 1: Approval of the remuneration policy 100 - - Ordinary resolution number 2: Control of authorised but unissued ordinary shares 100 - - Ordinary resolution number 3: Approval to issue ordinary shares, and to sell treasury shares, for cash 98.57999 1.42001 - Special resolution number 1: General approval to acquire shares 98 57999 1.42001 - Special resolution number 2: Financial assistance for subscription of securities 100 - - Special resolution number 3: Loans or other financial assistance to directors 100 - - Special resolution number 4: Approval of non- executive Director’s remuneration 100 - - Ordinary resolution number 4: Signature of documents 100 - - Johannesburg 1 December 2016 Sponsor Merchantec Capital Date: 01/12/2016 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.