COGNITION HOLDINGS LIMITED - Results of Extraordinary General Meeting and Changes to the Board

Results of Extraordinary General Meeting and Changes to the Board

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”)


RESULTS OF EXTRAORDINARY GENERAL MEETING AND CHANGES TO THE BOARD


RESULTS OF EXTRAORDINARY GENERAL MEETING:

Shareholders are advised that, at the extraordinary general meeting of Cognition held today (“EGM”), two of
the three resolutions as set out in the notice of extraordinary general meeting, were passed by the requisite
majority of shareholders. “Ordinary resolution number 1: To appoint Mark Harris as a non-executive director
of the Company”, was not passed by the requisite majority of shareholders.

The number of shares voted in person or by proxy was 122 908 950, representing 89% 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
 Ordinary Resolution                                             resolution      resolution       abstained
 1. To appoint Mark Harris as a non-executive director of
    the Company                                                      41.90%          58.10%          34.78%
 2. To appoint Trevor Ahier as a non-executive director
    of the Company                                                   64.37%          35.63%           0.29%
 3. To appoint Dennis Lupambo as a non-executive
    director of the Company                                          64.36%          35.64%           0.29%


CHANGES TO THE BOARD OF DIRECTORS:

In compliance with paragraph 3.59 of the Listings Requirements of JSE Limited and further to the results of
EGM set out above, the board of directors of Cognition (“the Board”) hereby notifies its shareholders that
Mr Trevor Ahier (“Trevor”) and Mr Dennis Lupambo (“Dennis”) have been appointed as non-executive
directors of the Company, with immediate effect.

Trevor holds a B.Sc (Civil Engineering) LLB degree and has an extensive entrepreneurial track record in the
media, technology and construction industries where he has founded, operated and acquired numerous
successful businesses.

Dennis holds a B.Sc (Hons) (Electrical Engineering) degree and has gained considerable experience in a
wide range of business fields, both in an owner and management consulting role. From 2004 to 2015,
Dennis served in senior roles in the banking and cellular telephone industries. He is currently the Managing
Executive of Mint Management Technologies Africa, a Microsoft Gold Implementation partner driving
digitally-led business strategies for clients.

The Board welcomes Trevor and Dennis, and looks forward to their contribution the Company.

Johannesburg
18 May 2018

Sponsor
Merchantec Capital

Date: 18/05/2018 04:00:00 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.