financial statements: notice of annual general meeting

Lewis Group Limited (Incorporated in the Republic of South Africa) (Registration number: 2004/009817/06) Share Code: LEW ISIN: ZAE 000058236 (“Lewis Group” or “the company”) Notice is hereby given that the fifth annual general meeting of shareholders (“AGM”) of Lewis Group Limited for the year ended 31 March 2009 will be held at Lewis Group head office, 53A Victoria Road, Woodstock, Cape Town at 10:00 am on Friday, 14 August 2009. 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 2009 accompanying this notice be accepted and approved.”
2.	Ordinary resolution number 2 Election of directors Prof Fatima Abrahams and Mr David Morris Nurek retire in accordance with the company’s articles of association. Prof Fatima Abrahams and Mr David Morris Nurek offer themselves for re-election. Prof Fatima Abrahams [age 46] David Morris Nurek [age 59] Brief CVs of the directors are here. Appointment of Fatima Abrahams as director
2.1	"Resolved that Fatima Abrahams be and is hereby elected as director of the company." Appointment of David Morris Nurek as director
2.2	“Resolved that David Morris Nurek 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 2009 “Resolved that the remuneration of the directors for the year ended 31 March 2009 as reflected here 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 2010

	“Resolved that the fees of the directors as reflected below be approved for the year to 31 March 2010:
	Chairman	R383 000
	Director	R179 000
	If a member of the Audit and Risk Committee the following additional amount:
	Chairman	R189 000
	Member	R 77 000
	If a member of the Remuneration and Nomination Committee the following additional amount:
	Chairman	R77 000
	Member	R39 000
	If a member of the Transformation Committee the following additional amount:
	Chairman	R77 000
	Member	R39 000

5.	Ordinary resolution number 5 Approval of reappointment of auditors “Resolved that PricewaterhouseCoopers Inc be and are hereby reappointed as auditors of the company for the ensuing year and to appoint Mr Zuhdi Abrahams as the designated auditor for the ensuing year.”

6.	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.”

7.	To transact such other business that may be transacted at an annual general 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 are here and here; the major shareholders of the company are here; the director's shareholding in the company on here and here; and the share capital of the company found 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 2009 and the reporting date. The directors, whose names are given on 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 contain 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 Security 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 (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 (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 M G McConnell Company secretary 18 May 2009