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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 third annual general meeting of shareholders (“AGM”) of Lewis Group Limited for the year ended 31 March 2007 will be held at Lewis Group head office, 53A Victoria Road, Woodstock, Cape Town at 10:00 on Friday, 3 August 2007. Registration will start at 9:15. 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 2007 accompanying this notice be accepted and approved.”
    

2. Ordinary resolution number 2

   Election of directors

   Mr David Morris Nurek, Mr Benedict James van der Ross and Mr Leslie Alan Davies retire in accordance with the company’s Articles of Association.

   Mr David Morris Nurek, Mr Benedict James van der Ross and Mr Leslie Alan Davies offer themselves for re-election.

   David Morris Nurek [age 57]

   Benedict James van der Ross [age 60]

   Leslie Alan Davies [age 51]

   Brief CVs of the directors are here.

   Appointment of David Morris Nurek as director
   2.1	“Resolved that David Morris Nurek be and is hereby elected as director of the company.”
   Appointment of Benedict James van der Ross as director
   2.2	“Resolved that Benedict James van der Ross be and is hereby elected as director of the company.”
   Appointment of Leslie Alan Davies as director
   2.3	“Resolved that Leslie Alan Davies 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 2007

   “Resolved that the remuneration of the directors for the year ended 31 March 2007 as reflected on page 88 to the financial statements, accompanying the notice of annual general meeting is 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 2008

   “Resolved that the fees of the directors as reflected below be approved for the year to 31 March 2008:

   Chairman	R330 000
   Director	R154 000
   If a member of the Audit and Risk Committee the following additional amount:
   Committee chairman	R154 000
   Committee member	R66 000
   If a member of the Remuneration and  Nomination Committee the following additional amount:
   Committee chairman	R66 000
   Committee member	R33 000
   If a member of the Transformation Committee the following additional amount:
   Committee chairman	R66 000
   Committee member	R33 000”

   
   

5. Ordinary resolution number 5

   Approval of reappointment of auditors

   “Resolved that PricewaterhouseCoopers Inc are hereby reappointed as auditors of the company for the ensuing year.”

6. 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 counterparty (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 per cent) 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 per cent) 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 per cent) (or 10% (ten per cent) 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 per cent) 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:
   
   

   (a)	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;
   (b)	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 this notice of annual general meeting; 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 this notice of annual general meeting; 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 this notice of annual general meeting; 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 this notice of annual general meeting;
   (c)	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.

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

8. Ordinary resolution number 6

   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 here and here;
  
• the major shareholders of the company here;
  
• the directors’ shareholding in the company here and here; and
  
• the share capital of the company here and an analysis of the shareholders here.
  

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 2007 and the reporting date.

The directors, whose names are given here 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’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 secretaries (Computershare Investor Services 2004 (Pty) 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 secretaries (Computershare Investor Services 2004 (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO 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

P B Croucher

Company Secretary

21 May 2007