Lewis : 2022 Executive Retention Scheme

SCHEME DOCUMENT

In respect of

THE LEWIS 2022 EXECUTIVE RETENTION SCHEME

TABLE OF CONTENTS
Clause number and description	Page
1.	INTRODUCTION ........................................................................................................................................	1
2.	DEFINITIONS.............................................................................................................................................	1
3.	SHARES AVAILABLE FOR THE SCHEME ...............................................................................................	6
4.	INVITATION TO ACQUIRE INVESTED SHARES .....................................................................................	8
5.	GRANT OF AWARDS ..............................................................................................................................	10
6.	LAPSING OF MATCHING SHARE OPTION ...........................................................................................	12
7.	DEFERRED PERIOD AND EXERCISE OF MATCHING SHARE OPTION ............................................	12

8. DIVIDENDS, SCRIP DIVIDENDS, DISTRIBUTIONS IN SPECIE AND VOTING RIGHTS DURING THE

DEFERRED PERIOD ......................................................................................................................................	13
9. RIGHTS ISSUES DURING THE DEFERRED PERIOD ..........................................................................	14
10.	CAPITALISATION DURING THE DEFERRED PERIOD .....................................................................	15
11.	EVENTS AFFECTING SHARE CAPITAL.............................................................................................	15
12.	CHANGE IN CONTROL .......................................................................................................................	16
13.	TERMINATION OF EMPLOYMENT .....................................................................................................	18
14.	CLAWBACK..........................................................................................................................................	19
15.	AMENDMENT OF THE SCHEME ........................................................................................................	20
16.	ADMINISTRATION ...............................................................................................................................	20
17.	ANNUAL ACCOUNTS ..........................................................................................................................	21
18.	DISPUTES ............................................................................................................................................	21
19.	TERMINATION OF THE SCHEME ......................................................................................................	23
20.	DOMICILIUM AND NOTICES...............................................................................................................	24
21.	GENERAL .............................................................................................................................................	25
22.	EMPLOYER COMPANIES ...................................................................................................................	26

1. INTRODUCTION

The purpose of the Lewis 2022 Executive Retention Scheme is to:

1. incentivise continuing contributions by Executives to the growth of the Group; and
2. attract and retain suitably skilled and competent personnel,

by granting certain awards to such Executives which provide them with the opportunity to acquire Shares, thereby aligning the interests of such Executives with the interests of the Group.

2. DEFINITIONS

2.1. In this document, unless the context otherwise indicates:

1. "2019 Award Shares" means the Shares subject to a matching share option granted under the Lewis 2019 Executive Retention Scheme;
2. "2019 Invested Shares" means the Shares acquired by the Trustees in a nominee capacity on behalf of a Recommended Participant in terms of the Lewis 2019 Executive Retention Scheme;
3. "Act" means the Companies Act No. 71 of 2008;
4. "Auditors" mean the external auditors of the Company from time to time;
5. "Award" means the grant of a Matching Share Option in terms of clause 5;
6. "Award Shares" means the Shares subject to a Matching Share Option;
7. "Board" means the board of directors for the time being of the Company;
8. "Bonus Scheme" means any bonus scheme conducted by the Group from time to time in which Executives may participate from time to time, excluding any scheme established in terms of schedule 14 to the JSE Listings Requirements;
9. "Business Day" means any day other than a Saturday, Sunday or public holiday officially recognised as such in the Republic of South Africa;
10. "Clawback Condition" means any instance in respect of which an Executive or former Executive:
    2.1.10.1. commits misconduct involving fraud, misrepresentation and/or dishonesty, as the case may be, during any period of employment with an Employer Company, whereafter an Employer Company

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institutes disciplinary proceedings against the Executive pursuant to which:

1. the Executive is dismissed; or
2. where the Executive is accused of serious misconduct, which would usually warrant dismissal, but the Executive resigns from his/her employment prior to the outcome of such disciplinary proceedings; and/or

2.1.10.2. fails to perform in his/her duties as an Executive during his/her period of employment as an Executive, which may include, but not limited to:

1. being in breach of any material obligation and/or fiduciary duty the Executive or former-Executive owed to the Company;
2. performing any act or omission which is injurious to the Company and/or its reputation; or
3. gross misconduct under the Company's rules, policies and/or guidelines,

whereafter an Employer Company institutes disciplinary proceedings against the Executive (other than in accordance with clause 2.1.10.1) pursuant to which:

1. the Executive is dismissed; or
2. where the Executive is accused of serious misconduct, which would usually warrant dismissal, but the Executive resigns from his/her employment prior to the outcome of such disciplinary proceedings; and/or

2.1.10.3. would otherwise not have received his/her Award Shares in terms of this Scheme inasmuch as such Award Shares would not have vested given the conduct of the Executive during any period of the

Executive's or former-Executive's employment with an Employer

Company;

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2.1.11. "Clawback Shares" means all Award Shares which vested in the affected Executive or former-Executive and in respect of which:

1. the Executive or former-Executive satisfied a Clawback Condition; or
2. the Executive or former Executive performed the act or omission which ultimately resulted in the Clawback Condition being satisfied,

at any time during the period from the Grant Date until the date on which the Executive or former-Executive exercised the Matching Share Option in terms of clause 7.5;

1. "Committee" means the remuneration committee of the Board, or its successor in title;
2. "Company" means Lewis Group Limited (Registration No. 2004/009817/06), which shares of which are listed on the JSE;
3. "Compliance Officer" means the compliance officer of the Scheme, as appointed by the Company from time to time in accordance with section 97 of the Act;
4. "Deferred Period" means the period of three years commencing on the Grant
   Date;
5. "Election Notice" means the notice to be issued to a Recommended Participant in terms of clause 4;
6. "Employer Company" means the company in the Group that employs
   Executives and has adopted this Scheme in accordance with clause 22;
7. "Executive" means any executive director of the Company, as well as any senior member of management of the Group, selected by the Committee, but excluding any such executive who is within 2 (two) years of normal retirement age in accordance with the rules of the pension/provident/retirement fund or policy of the Company or the Employer Company, as the case may be;
8. "Financial Year" means the financial year of the Company determined in terms of section 27 of the Act;
9. "Final Exercise Date" means the fifth anniversary of the Grant Date or such other date as determined by the Trustees in their discretion;