Lewis : Notice of Annual General Meeting 2022

NOTICE OF ANNUAL GENERAL MEETING AND FORM OF PROXY

FOR THE YEAR ENDED 31 MARCH 2022

20

22

CONTENTS

Letter to shareholders	2
Notice of annual general meeting for the year ended 31 March 2022	3
Annexure 1: Salient features of the Lewis 2022 Executive Retention Scheme	12
Annexure 2: Directors' CVs	22
Annexure 3: Independent auditor's report on the summary consolidated	24
financial statements
Audited summarised consolidated financial statements for the year ended	25
31 March 2022
Annexure 4: Social, ethics and transformation committee report	44
Annexure 5: Electronic Participation Guide for attendance at the annual general meeting	46
Form of proxy	49

Corporate information and advisers

51

LEWIS GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING 2022	1

LETTER TO SHAREHOLDERS

27 September 2022

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 Group" or "the Company") 18th Annual General Meeting ("AGM") to be held at 09:00 on Friday, 28 October 2022. 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. In the circumstances, any reference in this notice to "Attendance" will refer to electronic attendance.

Shareholders or their duly appointed proxy(ies) that wish to participate in the virtual AGM ("Participants"), must register online using the online registration portal at https://meetnow.global/za (an electronic platform provided by Computershare), by no later than 09:00 on Wednesday, 26 October 2022, as set out in more detail in the 'Electronic Participation Guide' attached hereto as Annexure 5, and available on the Company's website at: https://www.lewisgroup.co.za/investors/shareholder-communication as well as at https://meetnow.global/za.

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 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 register for participation as set out in the Electronic Participation Guide attached 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 is 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 Marisha Gibbons at [e-mail] to request a copy.

Yours sincerely

Marisha Gibbons

Company Secretary

2 LEWIS GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING 2022

NOTICE OF ANNUAL

GENERAL MEETING

for the year ended 31 March 2022

Notice is hereby given that the 18th annual general meeting of shareholders ("AGM") of Lewis Group Limited ("Lewis Group" or "the Company") for the year ended 31 March 2022 will be held virtually through electronic participation only at 09:00 on 28 October 2022.

The board of directors of the Company ("the board") 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 Friday, 21 October 2022. 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 Friday, 16 September 2022.

The purpose of the virtual 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 2022

In terms of the Companies Act, the audited financial statements of the Company (including the reports of the directors, external auditors and the audit committee) for the year ended 31 March 2022 as approved by the board of directors will be presented to shareholders. The audited summary consolidated financial statements are set out in Annexure 3 of this notice of AGM. This summary is not exhaustive and the complete annual financial statements of the Company and its subsidiaries should be read in its entirety for a full appreciation of the contents thereof. The complete audited annual financial statements 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 audited annual financial statements of the Company and its subsidiaries be posted or emailed to them by contacting Marisha Gibbons 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 2022, prepared and approved by the Company's social and ethics 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 longest-servingnon-executive directors of the Company must retire. In addition, any non-executive director who has held office for three years since his/her last election must retire at the AGM either as one of the directors in pursuance of the foregoing, or in addition thereto.

The non-executive directors who are due to retire by rotation at this AGM are Prof Fatima Abrahams, who held office as a non-executive director for three years since her last election, and Ms Daphne Motsepe (being eligible), who offer themselves to be re-elected by shareholders as directors of the Company at the AGM.

In addition, Mr Jacques Bestbier an executive director retires by rotation in the interest of good governance and (being eligible) offers himself to be re-elected. Furthermore, the board appointed Mr Brendan Deegan as an independent non- executive director of the board with effect from 15 August 2022. Directors appointed by the board are, in terms of the MOI, required to have their appointment ratified at the following shareholders meeting.

It is proposed that each of Prof Fatima Abrahams, Ms Daphne Motsepe, Mr Jacques Bestbier and Mr Brendan Deegan be formally elected or re-elected, as the case may be, by shareholders as directors of the Company at the AGM.

The Nominations Committee has considered the proposed re-election of Prof Fatima Abrahams and Ms Daphne Motsepe, Mr Jacques Bestbier and Mr Brendan Deegan and recommends that they be elected or re-elected as directors of the Company.

Brief CVs of the abovementioned directors appear in Annexure 2 on pages 22 to 23 of this notice of AGM.

The purpose of these ordinary resolutions is to propose the re-election of Prof Fatima Abrahams, Ms Daphne Motsepe who retired as directors in terms of the Company's MOI, Mr Jacques Bestbier who retires in the interest of good governance and the election of Mr Brendan Deegan.

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

LEWIS GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING 2022	3