Lewis : Notice of Annual General Meeting 2021

NOTICE OF ANNUAL

GENERAL MEETING 2021 AND FORM OF PROXY

(VIRTUAL)

FOR THE YEAR ENDED 31 MARCH 2021

CONTENTS

Letter to shareholders	2
Notice of Annual General Meeting for the year ended 31 March 2021	3
Annexure 1: Salient features of the Lewis 2021 Executive	10
Performance Scheme
Annexure 2: Directors' CVs	18
Annexure 3: Audited summary consolidated financial statements	20
for the year ended 31 March 2021
Annexure 4: Social, ethics and transformation committee report	39
Annexure 5: Registration form to participate in the virtual Annual	41
General Meeting
Form of proxy	Attached
Corporate information	IBC

LEWIS GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING 2021

1

LETTER TO SHAREHOLDERS

21 September 2021

Dear Shareholder

NOTICE OF ANNUAL GENERAL MEETING AND FORM OF PROXY

We are pleased to enclose herewith a detailed notice of Lewis Group Limited's ("Lewis" or "the Company") 17th Annual General Meeting ("AGM") to be held at 09:00 on Friday, 22 October 2021. The meeting will be held virtually through electronic participation. The Company has determined that it is appropriate to make the meeting accessible only through electronic participation, as provided for by the JSE Limited and in terms of the provisions of the Companies Act, 71 of 2008, as amended ("Companies Act"), and the Company's Memorandum of Incorporation ("MOI"). This is due to the continued impact of the COVID-19 pandemic and the uncertainty surrounding the restrictions placed on public gatherings and/or the COVID-19 level that may be applicable when the Company's AGM takes place.

Shareholders or their duly appointed proxy(ies) that wish to participate in the AGM via electronic communication ("Participant(s)") must either:

1. register online by no later than 12:00 on Wednesday, 20 October 2021, using the online registration portal at https://www.smartagm.co.za. A unique meeting ID (ID number 102-005-500), a username and password will be sent via email or SMS to each shareholder who has pre-registered and is entitled to participate at the meeting.
   A shareholders' guide to assist and provide meeting participation guidelines is available on the Company's website at https://www.lewisgroup.co.za/investors/shareholder-communication as well as at https://www.smartagm.co.za; or
2. apply to Computershare, by delivering the duly completed electronic participation form to: First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the Participant), or sending it by email to [e-mail] so as to be received by Computershare by no later than 12:00
   on Wednesday, 20 October 2021. The electronic participation form can be found as an insert in this notice of AGM. Computershare will first validate such requests and confirm the identity of the shareholder in terms of section 63(1) of the Companies Act, and, if the request is validated, further details on using the electronic communication facility will be provided.

The Company will inform Participants who notified Computershare of their intended participation in accordance with paragraph 1 under Electronic Participation, on page 41 of this notice of AGM, by no later than 12:00 on Thursday, 21 October 2021 by email of the relevant details through which Participants can participate electronically.

The notice of AGM contains a form of proxy. The form of proxy includes comprehensive instructions on how to complete the form itself. However, should you have questions, do not hesitate to contact our offices. Shareholders wishing to participate in this virtual AGM should complete the registration form attached as Annexure 5 to this notice of AGM.

In an effort to support environmental initiatives, printed copies of Lewis' full Integrated Annual Report and the full financial statements will only be mailed to shareholders on request. The remuneration policy and implementation report are contained in the Integrated Annual Report. The full Integrated Annual Report, the Corporate Governance Report and the Audited Financial Statements are available for download on our website at www.lewisgroup.co.za.

Therefore, should you require a printed copy of the Integrated Annual Report and full Financial Statements, please contact Ntokozo Makomba at [e-mail] to request a copy.

Yours sincerely

Ntokozo Makomba

Company Secretary

2 LEWIS GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING 2021

NOTICE OF ANNUAL GENERAL MEETING

FOR THE YEAR ENDED 31 MARCH 2021

Notice is hereby given that the 17th Annual General Meeting of shareholders ("AGM") of Lewis Group Limited ("Lewis Group" or "the Company") for the year ended 31 March 2021 will be held virtually through electronic participation only, at 09:00 on Friday 22 October 2021.

The board of directors of the Company determined that the record date for the purpose of determining which shareholders of the Company are entitled to participate in, and vote at, the AGM is 15 October 2021. The board has determined that the record date by when persons must be recorded as shareholders in the securities register of the Company in order to be entitled to receive the notice of AGM is 10 September 2021.

The purpose of the AGM is for the following business to be transacted, and to consider and, if approved, to pass with or without modification, the following ordinary and special resolutions, in the manner required by the Company's memorandum of incorporation ("MOI"), the Companies Act No. 71 of 2008, as amended ("the Companies Act"), as read with the Listings Requirements of the exchange operated by the JSE Limited ("the JSE") ("the JSE Listings Requirements"):

1. Presentation of the Audited Annual Financial Statements of the Company, including the reports of the directors, external auditors and the Audit committee, for the year ended

31 March 2021

In terms of the Companies Act, the Audited Financial Statements ("AFS") of the Company (including the reports of the directors, external auditors and the Audit committee) for the year ended 31 March 2021 as approved by the board will be presented to shareholders. A summary of the AFS is set out in Annexure 3 of this notice of AGM. This summary is not exhaustive and the complete AFS of the Company and its subsidiaries should be read in their entirety for a full appreciation of their contents. The complete AFS of the Company and its subsidiaries are available for inspection at the Company's registered office, and an electronic copy is available on the Company's website (www.lewisgroup.co.za). Alternatively, shareholders can request that a complete copy of the AFS of the Company and its subsidiaries be posted or e-mailed to them by contacting Ntokozo Makomba on [e-mail].

2. Presentation of Social, Ethics and Transformation Committee Report

In accordance with Regulation 43 of the Companies Regulations, 2011, the Social, Ethics and Transformation Committee Report for the financial year ended

31 March 2021, prepared and approved by the Company's Social, ethics and transformation committee and set out in Annexure 4 of this notice, will be presented to shareholders.

3. Ordinary resolution number 1

Re-election of directors

Explanatory note

In terms of the Company's MOI, at each AGM, one third of the non-executive directors who have been in office the longest since their last election must retire. In addition, any non-executive directors who have held office for three years since their last election must retire at the AGM.

The non-executive directors who are due to retire by rotation at this AGM are Ms Adheera Bodasing and Mr Tapiwa Njikizana and (being eligible) they offer themselves to be re-elected by shareholders as directors of the Company at the AGM.

In addition, Mr Johan Enslin an executive director retires by rotation in the interest of good governance and (being eligible) offers himself to be re-elected.

The Nominations committee has considered the proposed re-election of Ms Adheera Bodasing, Mr Tapiwa Njikizana and Mr Johan Enslin and recommends that they be re-elected as directors of the Company.

Brief CVs of the abovementioned directors appear in Annexure 2 on pages 18 and 19 of this notice of AGM.

The purpose of these ordinary resolutions is to propose the re-election of Ms Adheera Bodasing, Mr Tapiwa Njikizana who have retired as directors in terms of the Company's MOI and Mr Johan Enslin who has retired in the interest of good governance.

These elections will be conducted by a series of separate votes in respect of each candidate.

3.1 Ordinary resolution 1.1

"Resolved as an ordinary resolution, that

Ms Adheera Bodasing, who retires by rotation in accordance with the Company's MOI, be and is hereby re-elected as a director of the Company."

3.2 Ordinary resolution 1.2

"Resolved that Mr Tapiwa Njikizana, who retires by rotation in accordance with the Company's MOI, be and is hereby re-elected as a director of the Company."

3.3 Ordinary resolution 1.3

"Resolved that Mr Johan Enslin, who retires by rotation be and is hereby re-elected as a director of the Company."

LEWIS GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING 2021

3