Lewis : Circular to Shareholders regarding a general authority to repurchase shares and notice of special general meeting

LEWIS GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2004/009817/06)

JSE share code: LEW

ISIN: ZAE000058236

Bond Code: LEWI

("Lewis Group" or "the Company")

CIRCULAR TO SHAREHOLDERS REGARDING A GENERAL AUTHORITY TO REPURCHASE SHARES AND NOTICE OF SPECIAL GENERAL MEETING

1. Introduction

Shareholders are advised that in terms of the general repurchase authority granted by shareholders to the Company at its annual general meeting held on Friday, 22 October 2021, the board of directors of Lewis Group ("Board") was authorised to repurchase in aggregate up to 10% of Lewis Group's issued share capital ("AGM General Repurchase Authority"). The Board has fully utilised the AGM General Repurchase Authority.

Lewis Group has surplus liquidity in excess of its current financial needs. In addition to its cash dividends declared and paid to shareholders from time to time, Lewis Group has been repurchasing its shares in the market and wishes to continue to do so during the period leading up to the next annual general meeting of the Company, which is scheduled for Friday, 28 October 2022. In order to provide Lewis Group with maximum flexibility with regard to its strategy of repurchasing shares until its next annual general meeting, the Board is seeking a further general authority from shareholders to repurchase up to a further 10% of the issued shares of the Company, in compliance with the JSE Listings Requirements ("General Repurchase Authority").

Shareholders are accordingly advised that a circular detailing the proposed terms of the General Repurchase Authority to be granted to the Board of Lewis Group, or a subsidiary of Lewis Group, to enable the further repurchase of, in aggregate, up to 10% of the issued shares prior to the next annual general meeting of Lewis Group and incorporating a notice of a special general meeting ("Special General Meeting"), an electronic participation guide and, where applicable, a form of proxy has been distributed to shareholders today, Tuesday, 12 July 2022 ("the Circular").

The Circular is also available on the Company's website at https://www.lewisgroup.co.za/investors/shareholder-communication.

2. Notice of Special General Meeting and salient dates and times

The implementation of the General Repurchase Authority is subject to, inter alia, shareholders passing the requisite resolutions at the Special General Meeting of shareholders to be held virtually at 09:00 on Friday, 12 August 2022.

The record date to determine who will be eligible to participate in and vote at the Special General Meeting is Friday, 5 August 2022.

Any Shareholder (or representative or proxy for a Shareholder) who wishes to participate in the Special General Meeting by way of electronic participation must register online by no later than 09:00 on Wednesday, 10 August 2022, using the online registration portal https://meetnow.global/za.

The salient dates pertaining to the Special General Meeting at which the General Repurchase Authority will be sought also contained in the Circular, are set out below:

Notes

1. All references to dates and times are to local dates and times in South Africa. These dates and times are subject to amendment. Any such amendment will be published on SENS.
2. Shareholders are referred to page 4 of the Circular for information on the action required to be taken by them.
3. All dates and times indicated above are South African Standard Time.
4. Shares may not be rematerialised or dematerialised between 2 August 2022 and 5 August 2022.

Cape Town

12 July 2022

Sponsor: The Standard Bank of South Africa Limited

Debt Sponsor: Absa Bank Limited, acting through its Corporate and Investment Banking Division

Legal adviser: Edward Nathan Sonnenbergs Inc