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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 23 October 2020, the board of directors of Lewis
Group (“Board”) has the authority to repurchase in aggregate up to 10% of Lewis Group’s issued share
capital (“AGM General Repurchase Authority”). The Board has 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 22 October 2021. 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 from shareholders, 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 (“General
Meeting”) and, where applicable, a form of proxy and an electronic participation application form has
been distributed to shareholders today, Tuesday, 6 July 2021 ("the Circular").
The Circular is also available on the Company's website at https://www.lewisgroup.co.za/wp-
content/uploads/2021/07/Lewis_Group_Circular.pdf
2. Notice of 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 General Meeting of shareholders to be held virtually at 09h00 on Thursday,
5 August 2021.
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The record date to determine who will be eligible to participate in and vote at the General Meeting is
Friday, 30 July 2021.
Any shareholder (or representative or proxy for a shareholder) who wishes to participate in the General
Meeting by way of electronic participation must either:
• register online by no later than 12:00 on Tuesday, 3 August 2021 using the online registration portal
https://www.smartagm.co.za; or
• complete the electronic participation application form attached to the circular and should email same
to the transfer secretaries at proxy@computershare.co.za, by no later than 12:00 on Tuesday,
3 August 2021.
The salient dates pertaining to the General Meeting at which the General Repurchase Authority will be sought,
also contained in the Circular, are set out below:
2021
Record date for receipt of the notice of the General Meeting Friday, 25 June
Distribution of Circular and notice of the General Meeting Tuesday, 6 July
Last day to trade to be eligible to participate in and vote at the General Meeting Tuesday, 27 July
Record date to determine which shareholders are entitled to participate in and Friday, 30 July
vote at the General Meeting
Last day to lodge electronic participation application forms with the Transfer Tuesday, 3 August
Secretaries for the General Meeting at 12:00
Last day to lodge forms of proxy with the Transfer Secretaries for the General Tuesday, 3 August
Meeting at 12:00
General Meeting to be held virtually at 9:00 am Thursday, 5 August
Results of General Meeting released on SENS Thursday, 5 August
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.
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3. Shares may not be rematerialised or dematerialised between Wednesday, 28 July 2021 and Friday, 30
July 2021.
Cape Town
6 July 2021
Sponsor
UBS South Africa Proprietary Limited
Debt Sponsor
Absa Bank Limited acting through its Corporate and Investment Banking Division
Legal adviser
Edward Nathan Sonnenbergs Inc
Date: 06-07-2021 04:00:00
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