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RESULTS OF ANNUAL GENERAL MEETING - MAY 2019

The following are the results of the Annual General Meeting (“Meeting”) of Cambridge Cognition Holdings plc (“Company”) held at the registered office of the Company, Tunbridge Court, Tunbridge Lane, Bottisham, Cambridge, CB25 9TU on Thursday 23rd May 2019 at 10 a.m.

All resolutions were passed unanimously by show of hands at the meeting. Detailed below are the votes received via proxy.

 

ORDINARY RESOLUTIONS

1. To receive and, if approved, to adopt the Directors’ and Auditor’s Reports and Statements of Accounts for the financial year ended 31 December 2018 (the “Annual Report”) and to note that the Directors do not recommend the payment of any dividend for the year ended on that date.

For: 9,448,668 (including 1,292 at the Chairman’s discretion) – 100% of votes cast

Against: nil votes

Withheld: 250 votes

 

2. To re-appoint Grant Thornton LLP as auditors of the Company to hold office from the conclusion of the Meeting to the conclusion of the next meeting at which the accounts are laid before the Company.

For: 7,184,552 (including 1,292 at the Chairman’s discretion) – 100% of votes cast

Against: nil votes

Withheld: 2,264,006 votes

 

3. To authorise the Directors of the Company (together, the “Directors”, and each a “Director”) to determine the remuneration of the auditors.

For: 9,448,918 (including 1,292 at the Chairman’s discretion) – 100% of votes cast

Against: nil votes

Withheld: nil votes

 

4. That Steven Powell (who would otherwise be retiring by rotation pursuant to the Articles) be and is hereby re-appointed as a Director in accordance with the Articles.

For: 8,019,147 (including 1,292 at the Chairman’s discretion) – 100% of votes cast

Against: nil votes

Withheld: 1,429,771 votes

 

5. That Matthew Stork (who was appointed by the Board since the last AGM) be and is hereby re-appointed as a Director in accordance with the Articles.

For: 9,448,918 (including 1,292 at the Chairman’s discretion) – 100% of votes cast

Against: nil votes

Withheld: nil votes

 

6. That the Directors be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the “2006 Act”) to exercise all the powers of the Company to allot and to make offers or agreements to allot shares or grant rights to subscribe for or to convert any securities into shares in the Company (together the “Relevant Securities”) up to an aggregate nominal amount of one hundred and thirty one thousand five hundred and fifty six pounds and sixty five pence provided that this authority shall expire fifteen months from the date of this Resolution 6 or on the conclusion of the Company’s Annual General Meeting to be held in 2020 if earlier (the “Period of Authority”), save that the Company may before the expiry of the Period of Authority make offers or agreements which would or might require Relevant Securities to be allotted or granted after such expiry and the Directors may allot Relevant Securities in pursuance of any such offer or agreement as if the authority conferred by this Resolution 6 had not expired and that this authority shall be in substitution to all previous authorities conferred upon the directors pursuant to section 551 of the 2006 Act and without prejudice to the allotment of any Relevant Securities already made or to be made pursuant to such authorities.

For: 7,899,197 (including 1,292 at the Chairman’s discretion) – 83.6% of votes cast

Against: 1,549,721 – 16.4% of votes cast

Withheld: nil votes

 

SPECIAL RESOLUTION

7. That, subject to and conditional upon the passing of Resolution 6 above and pursuant to the authority conferred by Resolution 6 above, the Directors be and are hereby generally empowered in accordance with section 570 of the 2006 Act to allot equity securities (as defined by section 560(1) of the 2006 Act) pursuant to the authority conferred by Resolution 6 as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities up to an aggregate nominal amount of three thousand four hundred and fifty five pounds and sixteen pence in connection with the potential exercise of options granted to non-employees;


(b) the allotment of equity securities up to an aggregate nominal amount of seventy nine thousand, seven hundred and sixty one pounds and thirty one pence provided that this authority may only be used in connection with a rights issue or other pro rata offer in favour of holders of ordinary shares where the equity securities respectively attributable to the interests of the ordinary shareholders at such record dates as the Directors may determine are proportionate (as nearly as they may be) to the respective numbers of equity securities held or deemed to be held by them or otherwise allotted in accordance with rights attaching to such equity securities, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in relation to equity shares, fractional entitlements, record dates, legal difficulties in or under the laws of any territory or the requirements of a regulatory body or by virtue of any other matter whatsoever; and

(c) in any other case in addition to the authorities set out above, to exercise all the powers of the Company to allot equity securities up to an aggregate nominal amount of forty eight thousand, three hundred and forty pounds and eighteen pence, and shall expire fifteen months from the date of this Resolution 7 or if earlier on the conclusion of the Annual General Meeting of the Company to be held in 2020 except that the Company may, before such expiry make an offer or agreement which would or might require Relevant Securities as the case may be to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such offer or agreement as if the power conferred by this Resolution 7 had not expired.

For: 7,880,521 (including 1,292 at the Chairman’s discretion) – 83.6% of votes cast

Against: 1,549,721 – 16.4% of votes cast

Withheld: 18,676 votes

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