Lewis : General Meeting Circular

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions and interpretations commencing on page 7 apply throughout this Circular, including this front cover, except where the context indicates a contrary intention.

Action required

This Circular should be read in its entirety, but with particular attention to the section entitled "Action required by Shareholders", which commences on page 4.

If you are in any doubt as to what action you should take, please consult your Broker, CSDP, banker, attorney or other professional adviser immediately.

If you have disposed of all your Shares, this Circular should be handed to the purchaser of such Shares or to the Broker, CSDP, banker or other agent through whom the disposal was effected.

Lewis Group does not accept responsibility, and will not be held liable, for any action of, or omission by, any Broker or CSDP including, without limitation, any failure on the part of the Broker or CSDP of any beneficial owner of Shares to notify such beneficial owner of the General Repurchase Authority as set out in this Circular.

Group Ltd

LEWIS GROUP LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 2004/009817/06)

JSE share code: LEW

ISIN: ZAE000058236

Bond code: LEWI

("Lewis Group" or "the Company")

CIRCULAR TO SHAREHOLDERS

• regarding a general authority to repurchase up to 10% of the issued Shares from Shareholders ("the General Repurchase Authority")

and incorporating:

• a notice convening the Special General Meeting;
• a Form of Proxy to vote at the Special General Meeting to be held on 5 August 2021; and
• an Electronic Participation Application Form.

Sponsor to Lewis Group

Debt Sponsor to Lewis Group Legal adviser to Lewis Group

Date of issue: Tuesday, 6 July 2021

This Circular is available in English only. A copy of the Circular will be made available for inspection by Shareholders during normal office hours from 09:00 to 17:00 from the date of posting of this Circular up to and including the date of the Special General Meeting on Thursday, 5 August 2021, at the registered offices of Lewis Group, which is set out on the inside front cover in the "Corporate information and advisors" section of this Circular. The Circular will also be made available on Lewis Group's website, https://www.lewisgroup.co.za/.

CORPORATE INFORMATION AND ADVISERS

Lewis Group Limited

(Registration number 2004/009817/06)

Place of incorporation: Republic of South Africa

Date of incorporation: 19 April 2004

Company secretary and registered office of Lewis Group

Ntokozo Makomba

Lewis Group Limited

Universal House

53A Victoria Road, Woodstock

Cape Town, 7925

(PO Box 43, Woodstock, 7915)

Transfer Secretaries to Lewis Group

Computershare Investor Services Proprietary Limited

Rosebank Towers

15 Biermann Avenue

Rosebank, 2196

(Private Bag X9000, Saxonwold, 2132)

Sponsor to Lewis Group

UBS South Africa Proprietary Limited (Registration number: 1995/011140/07) 144 Oxford Road

8th Floor South Wing, Melrose Johannesburg, 2196

(PO Box 522194, Rosebank, 2196)

Debt Sponsor to Lewis Group

Absa Bank Limited, acting through its Corporate and Investment Banking Division

7th Floor Absa Towers West 15 Troye Street Johannesburg, 2000

Legal adviser to Lewis Group

Edward Nathan Sonnenbergs Incorporated (Registration number 2006/018200/21)

35 Lower Long Street Foreshore

Cape Town, 8001

(PO Box 2293, Cape Town, 8000)

IMPORTANT LEGAL NOTES

The definitions and interpretations commencing on page 7 of this Circular have been used in this section.

FORWARD-LOOKING STATEMENTS

This Circular contains statements about Lewis Group that are or may be forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or similar words and phrases.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Lewis Group cautions that forward-looking statements are not guarantees of future performance. Actual results, financial and operating conditions, liquidity and the developments within the industries in which Lewis Group operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular.

All these forward-looking statements are based on estimates and assumptions made by Lewis Group based on publicly available documents of Lewis Group, all of which estimates and assumptions, although Lewis Group believes them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those statements or assumptions include other matters not yet known to Lewis Group, or not currently considered material by Lewis Group.

Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of Lewis Group not to develop as expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement is not known. Lewis Group has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Circular after the date of this Circular, except as may be required by law.

FOREIGN SHAREHOLDERS

This Circular has been prepared for the purposes of complying with the laws of South Africa and is subject to applicable laws, including to the Companies Act, the Companies Regulations, the Exchange Control Regulations and the JSE Listings Requirements. The information disclosed in this Circular may not be the same as that which would have been disclosed if this Circular had been prepared in accordance with the laws of any jurisdiction outside of South Africa, or the requirements of any exchange other than the JSE.

The release, publication or distribution of this Circular in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities or other laws of any such jurisdiction.

This Circular and any accompanying documentation are not intended to, and do not constitute, or form part of, an offer to sell or a solicitation of any vote or approval in any jurisdiction in which it is unlawful to make such an offer or solicitation, or in which such offer or solicitation would require Lewis Group to comply with disproportionately onerous filing and/or other disproportionately onerous regulatory obligations. In those circumstances, or otherwise if the distribution of this Circular and any accompanying documentation in jurisdictions outside of South Africa is restricted or prohibited by the laws of such jurisdiction, this Circular and any accompanying documentation are deemed to have been sent for information purposes only and should not be copied or redistributed.

Shareholders who are not resident in SouthAfrica as contemplated in the Exchange Control Regulations must satisfy themselves as to the full observance of the laws of any applicable jurisdiction concerning the receipt of any monies pursuant to a repurchase of their Lewis Shares in terms of the General Repurchase, including any requisite governmental or other consents, observing any other requisite

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formalities and paying any transfer or other taxes due in such other jurisdictions, and are required to advise Lewis Group of all such filing or regulatory obligations with which Lewis Group may be required to comply in such jurisdictions in relation to the repurchase of their Lewis Shares under the General Repurchase Authority, if any. Lewis Group and its board of directors and advisors accept no responsibility for the failure by a Shareholder to inform itself about, or to observe, any applicable legal requirements in any relevant jurisdiction, nor for any failure by Lewis Group to observe the requirements of any jurisdiction.

It may be difficult for you to enforce your rights and any claim you may have arising under US or other foreign securities laws, since Lewis Group is located in South Africa. You may not be able to sue Lewis Group or its officers or directors in a foreign court, including South African courts, for violations of US securities Laws. It may be difficult to compel Lewis Group or a member of the group to subject itself to a US court's judgement.

Any Shareholder who is in doubt as to their position, including, without limitation, their tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay.

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TABLE OF CONTENTS

		Page
Corporate information and advisers	Inside front cover
Important legal notes	1
Action required by Shareholders	4
Important dates and times	6
Definitions and interpretations	7
Circular to Shareholders	9
1.	Introduction	9
2.	Rationale	9
3.	Share Capital of Lewis Group	11
4.	Major Shareholders	11
5.	Directors' responsibility statement	11
6.	Material changes	11
7.	Statement by the Directors	12
8.	Opinions and recommendations	12
9.	Advisers' consents	12
10.	Documents available for inspection	12
Notice of the Special General Meeting	13
Form of Proxy	Attached
Application Form for Electronic Participation at the Special General Meeting	Attached

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