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Results of General Meeting Convened to Consider the Scheme of Arrangement & Finalisation Details Announcement
COGNITION HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010640/06)
Share Code: CGN ISIN: ZAE000197402
("the Company")
RESULTS OF GENERAL MEETING CONVENED TO CONSIDER THE SCHEME OF ARRANGEMENT
("the Scheme Meeting") AND FINALISATION DETAILS ANNOUNCEMENT
Cognition Shareholders are advised that all the resolutions contained in the notice convening the Scheme
Meeting were approved by the requisite majorities of shareholders present in person or represented by proxy
at the Scheme Meeting of the Company held on Friday, 24 May 2024.
Details of the resolutions and the voting are contained in the table below. The total number of Cognition
Shares entitled at attend and vote at the Scheme Meeting was 56 126 006.
Resolution proposed Total number of Votes in Votes against: Abstentions:
votes cast: favour: (% of (% of total (% of share
(% of share capital total votes votes cast) capital entitled
entitled to vote) cast) to vote)
Special resolution 1: To approve the 40 677 101 40 671 168 5 933 -
Scheme (72.47%) (99.99%) (0.01%)
Ordinary resolution 1: To authorise any 40 677 101 40 671 168 5 933 -
director or the company secretary to sign (72.47%) (99.99%) (0.01%)
documentation to give effect to
implementation of the Scheme and the
de-listing of the company
Cognition Shareholders are further advised that no Cognition Shareholders exercised their rights in
terms of sections 115 or 164 of the Companies Act, 2008 and that all conditions precedent as detailed
in the Scheme Circular have been fulfilled.
The Scheme will therefore be implemented in accordance with its terms and conditions and will proceed
according to the following salient dates and times:
2024
Finalisation date and application to TRP for compliance certificate Monday, 27 May
Scheme LDT, being the last day to trade Cognition Shares on the JSE in order to be
recorded in the Register to receive the Scheme Consideration, by close of business
on Tuesday, 4 June
Suspension of listing of Cognition Shares on the JSE expected to take place at the
commencement of trade on the JSE on Wednesday, 5 June
Scheme Consideration Record Date, being the date on which Scheme Participants
must be recorded in the Register to receive the Scheme Consideration, by close of
trade on Friday, 7 June
Operative Date of the Scheme Monday, 10 June
Payment and delivery of Scheme Consideration Monday, 10 June
Termination of listing of Cognition Shares at commencement of trade on the JSE on Tuesday, 11 June
Taxation implications
Scheme Participants who are in doubt as to their position should consult their professional advisors.
Responsibility statements
The Board, the Independent Board and the Offeror accept responsibility for the information contained in this
announcement, and certify that, to the best of their respective knowledge and belief, the information is true
and, where appropriate, this announcement does not omit anything likely to affect the importance of the
information included.
By order of the Board.
Johannesburg
24 May 2024
Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 24-05-2024 04:13:00
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