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Notice of AGM

Proxy

Lewis Group Limited is a listed investment holding company with two major wholly-owned subsidiaries, Lewis Stores and Monarch Insurance Company, and a number of smaller trading wholly-owned entities.

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 first annual general meeting of shareholders ("AGM") of the Lewis Group Limited for the year ended 31 March 2005 will be held at Investec Bank, 36 Hans Strijdom Avenue, Foreshore, Cape Town at 10:00 am on Friday, 5 August 2005. 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 2005 accompanying this notice be accepted and approved."

2. Ordinary resolution number 2

   Election of directors

   Mr Alan James Smart and David Alan Tyler retire in accordance with the Company's Articles of Association. David Alan Tyler is not available for re-election but Mr Alan James Smart being eligible, offers himself for re-election.

   Alan James Smart (60) - Brief CV under Board of Directors.

   Appointment of Alan James Smart as director

   "Resolved that Alan James Smart, be and is hereby elected as director of the Company."

3. Ordinary resolution number 3

   Approval of directors' remuneration for the year ended 31 March 2005

   "Resolved that the remuneration of the directors for the year ended 31 March 2005 as reflected in note 21 to the financial statements, accompanying the notice of annual general meeting are hereby approved and ratified in so far as may be necessary."

4. Ordinary resolution number 4

   Approval of directors' fees for the year ended 31 March 2006

   "Resolved that the fees of the directors as reflected below be approved for the year to 31 March 2006.

   Board
   Chairman	R175 000
   Director	R100 000
   If a member of the audit and risk committee the following additional amount:
   Chairman	R100 000
   Member	R25 000
   If a member of the remuneration and nomination committee the following additional amount:
   Chairman	R25 000
   Member	R15 000."

5. Ordinary resolution number 5

   Approval of re-appointment of auditors

   "Resolved that PricewaterhouseCoopers Inc are hereby re-appointed as auditors of the Company for the ensuing year."

6. Ordinary resolution number 6

   Place 10 million unissued shares under the control of the directors

   "Resolved that 10 000 000 (ten million) of the unissued authorised shares in the Company be and are hereby placed under the control of the directors as a general authority until the next annual general meeting and that they be and are hereby authorised to allot and issue such shares in the Company upon such terms and conditions as the directors in their sole discretion deem fit, subject to the Companies Act (Act 61 of 1973), as amended ("the Companies Act"), the Articles of Association of the Company and the JSE Securities Exchange South Africa ("JSE") Listings Requirements and the condition that no issue of these shares will be made if it could have the effect of changing the control of the Company."

7. Ordinary resolution number 7

   General authority to issue shares for cash

   "Resolved that subject to 75% (seventy-five percent) of the votes cast by those shareholders of the Company and present in person or represented by proxy to vote at this annual general meeting voting in favour of this resolution, the directors of the Company be and are hereby authorised by way of general authority to issue all or any of 10 000 000 (ten million) authorised but unissued shares in the Company for cash, as and when they in their discretion deem fit, subject to the Companies Act (Act 61 of 1973) as amended, the Articles of Association of the Company and the JSE Listings Requirements."

   Additional information required by the JSE Listings Requirements

   It is recorded that the Company may only make an issue of shares for cash under the above general authority if the following JSE Listings Requirements are met:

   • the securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;
   • the general authority shall only be valid until the Company's next annual general meeting provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this ordinary resolution;
   • a paid press announcement be published giving full details, including the average discount to the weighted average traded price of the shares over the 30 (thirty) days prior to the date that the price of the issue was determined or agreed by the directors of the Company and the expected effect on the net asset value, net tangible asset value per share and earnings per share, at the time of any issue representing, on a cumulative basis within 1 (one) financial year, 5% (five percent) or more of the number of shares in issue prior to the issue;
   • that issues in the aggregate in any 1 (one) financial year may not exceed 15% (fifteen percent) of the number of shares in the Company's issued share capital of the class of shares issued before such issue taking into account the dilution effect of convertible securities and options in accordance with the JSE Listings Requirements;
   • in determining the price at which an issue of shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten percent) of the weighted average traded price on the JSE of those shares over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of the Company; and
   • that any such issue will only be made to "public shareholders" as defined by the JSE Listings Requirements and not to related parties except where approved by the shareholders.

8. Ordinary resolution number 8

   General authority for payments to shareholders

   "Resolved that the Company be and is hereby granted a general authority authorising the Company to, in addition to any dividends that may be declared, make other payments to its shareholders from time to time in terms of Section 90 of the Companies Act, (Act 61 of 1973), as amended, and in terms of the Listings Requirements of the JSE Securities Exchange South Africa ("JSE") in such amount and in such form as the directors may in their discretion from time to time determine."

   The above authority is subject to the following JSE Listings Requirements:

   1. such general authority shall be valid only until the next annual general meeting of the Company or the expiry of a period of 15 (fifteen) months from the date of this resolution, whichever occurs first;
   2. such payments may not, in the aggregate, exceed 20% (twenty percent) of the Company's issued share capital, including reserves but excluding minority interests, and revaluations of assets and intangible assets that are not supported by a valuation by an independent professional expert acceptable to the JSE prepared within the last 6 (six) months, in any one financial year, measured as at the beginning of such financial year; and
   3. such payments shall be made pro rata to all shareholders.

   Statement by the Board of directors of the Company

   Pursuant to and in terms of the JSE Listings Requirements the Board of directors of the Company hereby state that:

   1. the intention of the directors of the Company is to utilise the general authority to make distributions to members if it is desirable to make distributions out of the share premium of the Company, the cash resources of the Company are in excess of its requirements or there are other good grounds for doing so. In this regard the directors will take account of, inter alia, an appropriate capitalisation structure for the Company, the long-term cash needs of the Company, and the interests of the Company;
   2. in determining the payments which the Company intends to make to shareholders of the Company, the directors of the Company will only make a payment if at the time of the payment they are of the opinion that:
      • the Company and its subsidiaries ("the Group") will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date of the payment;
      • the consolidated assets of the Company and its subsidiaries, fairly valued and recognised and measured in accordance with the accounting policies used in the latest audited financial statements, will, after the payment, be in excess of the consolidated liabilities of the Company and its subsidiaries for the next 12 (twelve) months after the date of payment;
      • the issued share capital and reserves of the Company and the Group will be adequate for the ordinary business purposes of the Company and the Group for the next 12 (twelve) months after the date of payment; and
      • the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of payment.

9. Special resolution number 1

   General authority to repurchase Company shares

   "Resolved that the Company hereby approves, as a general approval contemplated in Sections 85 and 89 of the Companies Act (Act No. 61 of 1973), as amended, ("the Companies Act"), the acquisition by the Company or any of its subsidiaries from time to time of the issued shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the Articles of Association of the Company and the provisions of the Companies Act and if and for so long as the shares of the Company are listed on the JSE, subject also to the JSE Listings Requirements as presently constituted and which may be amended from time to time."

   Additional information required by the JSE Listings Requirements

   It is recorded that the Company or any of its subsidiaries shall only be authorised to make a general acquisition of shares on such terms and conditions that the directors deem fit, provided that the following requirements of the Listings Requirements of the JSE, as presently constituted, and which may be amended from time to time, are met:

   • any such acquisition of shares shall be affected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counter party (reported trades are prohibited) or other manner approved by the JSE;
   • this general authority shall only be valid until the Company's next annual general meeting, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution;
   • a paid press announcement will be published as soon as the Company and/or its subsidiaries has/have acquired shares constituting, on a cumulative basis, 3% (three percent) of the number of shares of the class of shares repurchased in issue at the time of granting of this general authority, and each time the Company acquires a further 3% (three percent) of such shares thereafter, which announcement shall contain full details of such acquisitions;
   • acquisitions by the Company and its subsidiaries of shares in the capital of the Company may not, in the aggregate, exceed in any one financial year 20% (twenty percent) (or 10% (ten percent) where such acquisitions relate to the acquisition by a subsidiary) of the Company's issued share capital of the class of the repurchased shares from the date of the grant of this general authority;
   • in determining the price at which the Company's shares are acquired by the Company or its subsidiaries in terms of this general authority, the maximum premium at which such shares may be acquired may not be greater than 10% (ten percent) above the weighted average of the market price at which such shares are traded on the JSE for the 5 (five) business days immediately preceding the date the repurchase transaction is affected; and
   • in the case of a derivative (as contemplated in the Listings Requirements of the JSE) the price of the derivative shall be subject to the limits set out in Section 5.84(a) of the Listings Requirements of the JSE.

   Statement by the Board of Directors of the Company

   Pursuant to and in terms of the JSE Listings Requirements the Board of directors of the Company hereby state that:

   1. the intention of the directors is to utilise the general authority to acquire shares in the Company if at some future date the cash resources of the Company are in excess of its requirements or there are other good grounds for doing so. In this regard the directors will take account of, inter alia, an appropriate capitalisation structure for the Company, the long-term cash needs of the Company, and the interests of the Company;
   2. in determining the method by which the Company intends to acquire its shares, the number of shares to be acquired at such time and the date on which such acquisition will take place, the directors of the Company will only make acquisitions if at the time of the acquisition they are of the opinion that:
      • the Company and its subsidiaries will, after the acquisition, be able to pay their debts as they become due in the ordinary course of business for the next 12 (twelve) months after the date of acquisition;
      • the consolidated assets of the Company and its subsidiaries, fairly valued and recognised and measured in accordance with the accounting policies used in the latest audited financial statements, will, after the acquisition, be in excess of the consolidated liabilities of the Company and its subsidiaries for the next 12 (twelve) months after the date of acquisition;
      • the issued share capital and reserves of the Company and its subsidiaries will, after the acquisition, be adequate for the ordinary business purposes of the Company or its subsidiaries for the next 12 (twelve) months after the date of acquisition; and
      • the working capital available to the Company and its subsidiaries will, after the acquisition, be sufficient for ordinary business purposes of the Company for the next 12 (twelve) months after the date of acquisition;
   3. if and for so long as the shares in the Company are listed on the JSE, they will not make any acquisition until such time as the Company's sponsors have provided the JSE with a letter in relation to the working capital statement set out above.

   Reason for and effect of special resolution number 1

   The reason for special resolution number 1 is to grant the Company a general authority in terms of the Companies Act for the acquisition by the Company or any of its subsidiaries of shares issued by the Company or its holding company, which authority shall be valid until the earlier of the next annual general meeting of the Company or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the Company, provided that the general authority shall not extend beyond 15 (fifteen) months from the date of this annual general meeting. The passing and registration of this special resolution will have the effect of authorising the Company or any of its subsidiaries to acquire shares issued by the Company or its holding company.

10. To transact such other business that may be transacted at an annual general meeting.

11. Ordinary resolution number 9

    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."

General instructions and information

The annual report to which this notice of this annual general meeting is attached provides details of:

• the directors and managers of the Company;
• the major shareholders of the Company;
• the directors' shareholding in the Company; and
• the share capital of the Company in note 9 oand an analysis of the shareholders.

There are no material changes to the Group's financial or trading position, nor are there any material, legal or arbitration proceedings that may affect the financial position of the Group between 31 March 2005 and the reporting date.

The directors, whose names are given on the Board of Directors page of the annual report collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the annual report and this notice contains all information required by law and the JSE Listings Requirements.

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 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 2004 (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (P O 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 2004 (Pty) 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

PB CROUCHER
Company Secretary

16 May 2005