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Results of Annual General Meeting ("AGM")
COGNITION HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010640/06)
Share Code: CGN ISIN: ZAE000197042
("the company")
RESULTS OF ANNUAL GENERAL MEETING ("the AGM")
Shareholders are advised that all the resolutions contained in the notice convening the AGM were approved
by the requisite majority of shareholders present in person or represented by proxy at the AGM of the
company held on Friday, 17 November 2023. The company has 229 273 021 ordinary shares in issue.
Details of the resolutions and the voting are contained in the table below.
Resolution proposed Total number Number of Number of Number of
of votes cast: votes in votes abstentions: %
% of issued favour: % of against: % of of issued
share capital total votes total votes share capital
cast cast
Ordinary resolutions:
Ordinary resolution 1: To adopt the 173 555 904 173 555 904 0 31 467
annual financial statements for the 75,70% 100,00% 0,00% 0,01%
year ended 30 June 2023
Ordinary resolution 2: To place the 173 555 904 173 555 904 0 31 467
unissued ordinary shares under the 75,70% 100,00% 0,00% 0,01%
control of the directors
Ordinary resolution 3:
3.1 To re-elect Mr. M Crisp as 173 561 205 173 555 904 5 301 26 166
director of the company 75,70% 100,00% 0,00% 0,01%
3.2 To re-elect Mr. A Mwela as 173 561 205 173 555 904 5 301 26 166
director of the company 75,70% 100,00% 0,00% 0,01%
3.3 To re-elect Mr. D Lupambo as 173 561 205 173 555 904 5 301 26 166
director of the company 75,70% 100,00% 0,00% 0,01%
Ordinary resolution 4: To re-appoint 173 555 904 173 555 904 0 31 467
BDO South Africa Incorporated as 75,70% 100,00% 0,00% 0,01%
the independent auditors and to
register Ms. K Luck as the
designated auditor
Ordinary resolution 5:
5.1 To re-elect Mr. S Naude as 173 555 904 173 555 904 0 31 467
member and chairman of the Audit 75,70% 100,00% 0,00% 0,01%
and Risk Committee
5.2 To re-elect Mr. M Crisp as 173 555 904 173 555 904 0 31 467
member of the Audit and Risk 75,70% 100,00% 0,00% 0,01%
Committee
5.3 To re-elect Mr. DC Lupambo as 173 555 904 173 555 904 0 31 467
member of the Audit and Risk 75,70% 100,00% 0,00% 0,01%
Committee
Ordinary resolution 6: To authorise 173 555 904 173 555 904 0 31 467
any director or the company 75,70% 100,00% 0,00% 0,01%
secretary to sign documentation to
give effect to ordinary and special
resolutions
Special resolutions:
Special resolution 1: To approve the 173 555 904 173 555 904 0 31 467
general authority for the company 75,70% 100,00% 0,00% 0,01%
and/ or subsidiary to acquire the
company's own shares
Special resolution 2: To approve the 173 555 904 173 555 904 0 31 467
remuneration of the non-executive 75,70% 100,00% 0,00% 0,01%
directors
Special resolution 3: To approve 173 555 904 173 555 904 0 31 467
financial assistance to related or 75,70% 100,00% 0,00% 0,01%
inter-related entities
Special resolution 4: To approve 173 555 904 173 555 904 0 31 467
financial assistance for subscription 75,70% 100,00% 0,00% 0,01%
for or purchase of securities
Non-binding advisory resolutions:
Advisory resolution 1: To approve 173 555 904 173 555 904 0 31 467
the remuneration policy as set out in 75,70% 100,00% 0,00% 0,01%
the corporate governance and risk
management report
Advisory resolution 2: To approve 173 555 904 173 555 904 0 31 467
the implementation of the 75,70% 100,00% 0,00% 0,01%
remuneration policy as set out in the
corporate governance and risk
management report
By order of the board.
Johannesburg
17 November 2023
Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 17-11-2023 01:46:00
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