COGNITION HOLDINGS LIMITED - Distribution of Circular and Notice of General Meeting

Distribution of Circular and Notice of 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”)


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING


1. INTRODUCTION
   Cognition shareholders (“Shareholders”) are referred to the “Acquisition of Digital Business”
   announcement released on SENS on 8 October 2018. Using the terms defined therein unless otherwise
   stated, Shareholders are hereby advised that the Circular containing, inter alia, full details of the
   proposed Acquisition, the waiver of the mandatory offer, the conversion of the authorised ordinary
   shares in the share capital of the Company with a par value of R0.001 into authorised ordinary shares
   of no par value (“Proposed Conversion”), the increase in the authorised ordinary share capital of the
   Company (“Proposed Increase”), and the proposed amendments to the memorandum of incorporation
   of the Company (“Amendments to MOI”), and incorporating:
   -   revised listing particulars;
   -   the report providing Shareholders with the opinion of the Independent Expert on the Acquisition in
       accordance with paragraph 10.4(1) of the Listings Requirements, and on the waiver of the
       mandatory offer in accordance with regulation 86(7) of the Companies Regulations, 2011 published
       in terms of the Companies Act; and
   -   a notice convening a general meeting of Cognition shareholders (“General Meeting”) in order to
       consider and, if deemed fit to pass, with or without modification, the resolutions necessary to
       approve, inter alia, the Acquisition, the waiver of the mandatory offer, the Proposed Conversion,
       the Proposed Increase and the Amendments to MOI,
   has been distributed today, 9 November 2018.
   The Circular is available on the Company’s website at:
   http://www.cgn.co.za/files/CGN_circular_9_November_2018.pdf

2. NOTICE OF GENERAL MEETING
   Notice is hereby given that the General Meeting will be held at 12:00 on Friday, 7 December 2018 at
   the registered office of Cognition, Cognition House, Corner Bram Fischer Drive and Will Scarlet Road,
   Ferndale, Randburg, 2194, to consider, and if deemed fit, to pass, with or without modification, the
   resolutions set out in the notice of General Meeting, which is contained in the Circular.
   The Board has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies
   Act, the record date for the purposes of determining which Shareholders are entitled to participate in
   and vote at the General Meeting is Friday, 30 November 2018. Accordingly, the last day to trade
   Cognition shares in order to be recorded in the Company’s securities register to be entitled to vote will
   be Tuesday, 27 November 2018.


Johannesburg
9 November 2018

Sponsor and Corporate Advisor
Merchantec Capital

Independent Expert
Nodus Capital

Auditor and Reporting Accountants
Grant Thornton

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