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NOTICE OF ANNUAL GENERAL MEETING

LEWIS GROUP LIMITED

(Incorporated in the Republic of South Africa)
(Registration number: 2004/009817/06)
Share code: LEW
ISIN: ZAE000058236
(“Lewis Group” or “the company”)

Notice is hereby given that the sixth annual general meeting of shareholders (“AGM”) of Lewis Group Limited for the year ended 31 March 2010 will be held at Lewis Group head office, 53A Victoria Road, Woodstock, Cape Town at 10:00 am on Friday, 13 August 2010. Registration will start at 9:15 am. The following business will be transacted and resolutions proposed, with or without modification:

1.
  		 Ordinary resolution number 1

Approval of annual financial statements

“Resolved that the audited annual financial statements of the company and its subsidiaries for the year ended
31 March 2010 accompanying this notice be accepted and approved.”
   
2.
  		 Ordinary resolution number 2

Election of directors

Zarina Bibi Mahomed Bassa, Leslie Alan Davies, Johan Enslin, Myra Sizakele Pinkie Marutlulle and Benedict James van der Ross retire in accordance with the company’s articles of association. Zarina Bibi Mahomed Bassa, Leslie Alan Davies, Johan Enslin, Myra Sizakele Pinkie Marutlulle and Benedict James van der Ross offer themselves for re-election.
  Zarina Bibi Mahomed Bassa [45]
  Leslie Alan Davies [54]
  Johan Enslin [36]
  Myra Sizakele Pinkie Marutlulle [42]
 

Benedict James van der Ross [63]

   
  Brief CVs of the directors.
   
  Appointment of Zarina Bibi Mahomed Bassa as director
   
2.1 “Resolved that Zarina Bibi Mohamed Bassa be and is hereby elected as director of the company.”

Appointment of Leslie Alan Davies as director
   
2.2 “Resolved that Leslie Alan Davies be and is hereby elected as director of the company.”

Appointment of Johan Enslin as director
   
2.3 “Resolved that Johan Enslin be and is hereby elected as director of the company.”

Appointment of Myra Sizakele Pinkie Marutlulle as director
   
2.4 “Resolved that Myra Sizakele Pinkie Marutlulle be and is hereby elected as director of the company.”

Appointment of Benedict James van der Ross as director
   
2.5 “Resolved that Benedict James van der Ross be and is hereby elected as director of the company.”
   
3. Ordinary resolution number 3
   
  Approval of directors’ fees for the year ended 31 March 2011

“Resolved that the fees of the directors as reflected below be approved for the year to 31 March 2011:
     
  Chairman R390 000
  Director R185 000
 
If a member of the Audit Committee the following additional amount:
  Chairman R190 000
  Member R80 000
   
  If a member of the Risk Committee the following additional amount:
  Chairman R90 000
  Member R45 000
   
  If a member of the Remuneration Committee the following additional amount:
  Chairman R90 000
  Member R45 000
   
  If a member of the Nomination Committee the following additional amount:
  Chairman R60 000
  Member R25 000
   
  If a member of the Transformation Committee the following additional amount:
  Chairman R60 000
  Member R25 000
   
  Invitation Fee:
All non-executive directors who attend the committee meetings by invitation at the request of the board shall be eligible to receive a fee as if they were a member of the committee.

The above fees comprise a base fee of 75% and an attendance fee of 25% which will be split evenly amongst the number of meetings held by the board or the relevant committee.
4. Ordinary resolution number 4

Approval of reappointment of auditors

“Resolved that the firm PricewaterhouseCoopers Inc and Zuhdi Abrahams as the designated auditor be reappointed for the ensuing year.”

The group’s current external auditor is PricewaterhouseCoopers Inc, which has indicated that Mr Zuhdi Abrahams being a director of the firm and a registered auditor, will undertake the audit. The group’s Audit Committee has recommended that the firm and the designated auditor be reappointed for the ensuing period, and that the terms of its engagement and fees be determined by the Audit Committee.
   
5. Ordinary resolution number 5

Directors’ authority to implement company resolutions
“Resolved that each and every director of the company be and is hereby authorised to do all such things and sign all such documents as may be necessary for or incidental to the implementation of the resolutions passed at this meeting.”
   
6. To transact such other business that may be transacted at an annual general meeting.

All shareholders are encouraged to attend, speak and vote at the annual general meeting.

If you hold certificated shares (i.e. have not dematerialised your shares in the company) or are registered as an own name dematerialised shareholder (i.e. have specifically instructed your Central Securities Depository Participant (“CSDP”) to hold your shares in your own name in the company’s sub-register) then:

  • you may attend and vote at the annual general meeting; alternatively
  • you may appoint a proxy to represent you at the annual general meeting by completing the attached form of proxy and returning it to the company’s transfer secretary (Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2017)) or lodging it at the registered office of the company by no later than 24 hours prior to the time appointed for the holding of the meeting.

Please note that if you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE’s electronic settlement system, Share Transactions Totally Electronic (“STRATE”)) held through a CSDP or broker (or their nominee) and are not registered as an “own name dematerialised shareholder” then you are not a registered shareholder of the company; your CSDP or broker (or their nominee) would be. Accordingly, in these circumstances, subject to the mandate between yourself and your CSDP or broker as the case may be:

  • if you wish to attend the annual general meeting you must contact your CSDP or broker, as the case may be, and obtain the relevant letter of representation from it; alternatively
  • if you are unable to attend the annual general meeting but wish to be represented at the meeting, you must contact your CSDP or broker, as the case may be, and furnish it with your voting instructions in respect of the annual general meeting and/or request it to appoint a proxy. You must not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by your CSDP or broker, as the case may be.
  • CSDPs, brokers or their nominees, as the case may be, recorded in the company’s sub-register as holders of dematerialised shares held on behalf of an investor/ beneficial owner in terms of STRATE should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised shares in the company, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the company’s Transfer Secretary (Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001 (P O Box 61051, Marshalltown, 2017)) or lodging it at the registered office of the company not less than 24 hours prior to the time appointed for the holding of the meeting.

   

By order of the board

M G McConnell

M G McConnell
Company Secretary

19 May 2010