Lewisgroup.co.za

(Incorporated in the Republic of South Africa) Notice is hereby given that the ninth annual general meeting of shareholders (“AGM”) of Lewis Group Limited for the year ended 31 March 2013 will be held at Lewis Group head office, 53A Victoria Road, Woodstock, Cape Town at 08:30 on Friday, 16 August 2013. registration will start at 08:00. The board of directors of the Company determined that the record date for the purpose of determining which shareholders of the Company are entitled to participate in and vote at the AGM is 2 August 2013.
The purpose of the annual general meeting is for the following business to be transacted: 1. presentation of directors’ report2. presentation of audit committee report3. presentation of social, ethics and transformation committee report4. ordinary resolution number 1 In terms of the Companies Act No. 71 of 2008, as amended (“the Companies Act”), the financial statements will be presented for adoption by shareholders. The purpose of this ordinary resolution is to adopt the annual financial statements of the company and its subsidiaries. A summary of such annual financial statements is set out on pages 81 to 89 of the document of which this notice of annual general meeting forms part (the integrated annual report). This summary is not exhaustive and the complete annual financial statements of the company and its subsidiaries should be read in their entirety for a full appreciation of their contents. The complete annual financial statements of the company and its subsidiaries are available for inspection at the company’s registered office, and an electronic copy is available on the company’s website (www.lewisgroup.co.za). Alternatively, shareholders can request that a complete copy of the annual financial statements of the Company and its subsidiaries be posted or e-mailed to them by contacting Diane Rafferty on [email protected].
“Resolved that the audited annual financial statements of the Company and its subsidiaries for the year ended 31 March 2013 accompanying this notice be accepted and adopted.” The election of each director who, among other things, retires by rotation is required at the Company’s AGM. The election will be conducted by a series of separate votes in respect of each candidate.
ZBM Bassa, MSP Marutlulle and BJ van der Ross offer themselves for re-election.
Brief CV’s of the directors are on pages 24 to 25. 5.1 “Resolved that Zarina Bassa be and is hereby elected as director of the Company.” election of ms msp marutlulle as director 5.2 “Resolved that Sizakele Marutlulle be and is hereby elected as director of the Company”.
election of mr BJ van der ross as director 5.3 “Resolved that Ben van der Ross be and is hereby elected as director of the Company”.
election of members of the audit committee In terms of the Companies Act, at each annual general meeting an audit committee comprising at least three members must be elected. It is proposed that the following members of the audit committee be re-elected for the ensuing year. The election of each member of the audit committee will be voted on separately.
Brief CV’s of the members are on pages 24 to 25.
election of ms ZBm Bassa as member of the audit committee.
6.1 “Resolved that Zarina Bassa be and is hereby elected as a member of the audit committee”.
election of mr H saven as member of the audit committee.
6.2 “Resolved that Hilton Saven be and is hereby elected as a member of the audit committee”.
election of mr BJ van der ross as member of the audit committee.
6.3 “Resolved that Ben van der Ross be and is hereby elected as a member of the audit committee”.
In terms of the Companies Act, the Company must each year at its AGM appoint an external auditor. The group’s current external auditor is PricewaterhouseCoopers Inc., which has indicated that Mr Zuhdi Abrahams being a director of the firm, a registered auditor, and who is accredited with the JSE Limited in accordance with the JSE Listings Requirements will undertake the audit. The Group’s audit committee has recommended that the firm and the designated auditor be re-appointed for the ensuing period. “Resolved that the firm PricewaterhouseCoopers Inc and Zuhdi Abrahams as the designated auditor be re-appointed for the ensuing year.” Issue of shares to the lewis employee Incentive scheme trust The reason for this ordinary resolution is to authorise the Company to issue shares to the Lewis Employee Incentive Scheme Trust for purposes of the Lewis Co-Investment Scheme and the Lewis Executive Performance Share Scheme. The effect of this ordinary resolution is that the Company will be authorised to issue 2 300 000 shares to the Lewis Employee Incentive Scheme Trust for purposes of the Lewis Co-Investment Scheme and the Lewis Executive Performance Share Scheme.
“Resolved that the Company be and is hereby authorised, by way of a specific authority in accordance with the JSE Listings Requirements, to issue from time to time up to a maximum of 2 300 000 ordinary shares in the authorised, but unissued ordinary share capital of the Company, to the Lewis Employee Incentive Scheme Trust, so as to enable the Trust to fulfil its obligations in terms of the Lewis Co-Investment Scheme and the Lewis Executive Performance Share Scheme from time to time.” In terms of the JSE Listings Requirements, the passing of this ordinary resolution is achieved by the attainment of a 75% majority of the votes cast in favour of such resolution by all members present in person or by proxy or represented at the annual general meeting. The two schemes in question satisfy the requirements of Section 97 of the Companies Act and therefore it is not necessary to authorise this issue by way of a special resolution in terms of Section 41 of the Companies Act.
shareholders’ authorisation of domestic medium term note programme and issues of notes The reason for this ordinary resolution is to authorise the Company to establish a domestic medium term note programme (“the Programme”) in order to raise funding for the Group other than by way of loan finance from financial institutions, and to issue Notes (“Notes”) in terms of the Programme up to an aggregate amount of R2 billion. The Memorandum of Incorporation of the Company provides that before the Company may issue securities (which term includes debentures and therefore also debt instruments in the form of the Notes) other than those referred to notIce oF annual general meetIng (continued) in Sections 41(1) and 41(3) of the Companies Act, 2008 and in JSE Listings Requirement 5.50, the prior approval of the shareholders of the Company is required by way of an ordinary resolution. Once adopted, this ordinary resolution will constitute such approval, and all future issues of Notes in terms of the Programme shall have been duly approved by the shareholders. “Resolved that the Company be and is hereby authorised to negotiate, conclude and implement a domestic medium term note programme (“the Programme”) (including all agreements and steps associated with such Programme) in terms of which the Company, or any other entity in the Group, may raise funding from the public from time to time through the issue of one or more tranches of Notes up to an aggregate amount of R2 billion pursuant to the terms and conditions of the Programme, and the Board is hereby authorised to do all things necessary to negotiate, conclude and implement such Programme (including resolving to issue Notes from time to time in accordance with the terms and conditions of the Programme).” approval of the company’s remuneration policy In terms of principle 2.27 of the King Report on Corporate Governance in South Africa, 2009 (“King III Report”) , the Company’s remuneration policy should be tabled to shareholders for a non-binding advisory vote at the AGM. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation. Accordingly, the shareholders are requested to endorse the Company’s remuneration policy on pages 50 to 55 in the remuneration report, by way of a non-binding advisory vote. “Resolved that the company’s remuneration policy accompanying this notice be accepted and approved.” In terms of Section 66(8) of the Companies Act the company may pay remuneration to its directors for their service as directors. Section 66 (9) requires the remuneration to be paid in accordance with a special resolution approved by shareholders within the previous two years.
The effect of the special resolution is the directors will be entitled to the fees paid for the period from 1 July 2013 until 30 June 2014, such fees to be paid in instalments at the end of each quarter. The fees include an annual increase of approximately 8.0%. “Resolved that the fees of the directors as reflected below be approved for the period from 1 July 2013 until 30 June 2014: If a member of the Audit Committee the following additional amount: If a member of the Risk Committee the following additional amount: If a member of the Remuneration Committee the following additional amount: If a member of the Nomination Committee the following additional amount: If a member of the Social, Ethics and Transformation Committee the following additional amount: All non-executive directors who attend the committee meetings by invitation at the request of the board shall be eligible to receive the same fee as if they were a member of the committee. shareholders’ general authorisation of financial assistance The reason for this special resolution is to provide general authority, in terms of Sections 44(3)(ii) and 45(3)(a)(ii) of the Companies Act, for the Company to provide financial assistance to its subsidiaries and other related and inter-related companies and corporations.
Sections 44 and 45 of the Companies Act provides, inter alia, that any financial assistance to related or inter-related companies and corporations, including, inter alia, to subsidiaries of the company, must be provided only pursuant to a special resolution of the shareholders, adopted within the previous two years, which approved such assistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipient falls within that category, and the board of directors must be satisfied that: – immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test, as defined in Section 4 of the Companies Act; – the terms under which the financial assistance is proposed to be given are fair and reasonable to the company; and – any conditions or restrictions in respect of the granting of financial assistance set out in the Company’s memorandum of incorporation have been satisfied.
The Company, when the need arises, provides loans to and /or guarantees loans or other obligations of subsidiaries. The Company requires the ability to continue providing financial assistance, if and when necessary, to its current and future subsidiaries and/or any other company or corporation that is or becomes related or inter-related, in accordance with Sections 44 and 45 of the Companies Act. In the circumstances and in order to, inter alia, ensure that the Company’s subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing from the Company, it is necessary to obtain the approval of shareholders, as set out in special resolution number 2.
The passing of this special resolution will have the effect of allowing the directors of the Company to authorise the Company to provide direct or indirect financial assistance to the Company’s subsidiaries and other related and inter-related companies and corporations to allow such companies or corporations to have access to financing and /or financial backing from the Company.
“Resolved that the board of directors of the Company may, subject to compliance with the requirements of the company’s Memorandum of Incorporation and the Companies Act, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise, to any of its present or future subsidiaries and /or any other company or corporation that is or becomes related or inter-related to the Company for any purpose or in connection with any matter. The financial assistance may be provided at any time during the period commencing on the date of the adoption of this resolution and ending two (2) years after such date.” The reason for special resolution number 3 is to grant the directors of the company and subsidiaries of the company a general authority in terms of the Companies Act and the JSE Listings Requirements to acquire no more than 3% of the Company’s ordinary shares in aggregate, subject to the terms and conditions set out in the resolution. The directors require that such general authority should be implemented in order to facilitate the repurchase of the Company’s ordinary shares in circumstances where the directors consider this to be appropriate and in the best interests of the Company and its shareholders.
To consider and, if deemed fit, to pass, with or without modification, the following special resolution: “Resolved that the Company hereby approves, as a general approval contemplated in Sections 46 and 48 of the Companies Act, the acquisition by the Company or any of its subsidiaries from time to time of the issued ordinary 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 Memorandum of Incorporation, the provisions of the Companies notIce oF annual general meetIng (continued) Act and the Listings Requirements as presently constituted and which may be amended from time to time, and provided that: – 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 3% (three per cent) of the Company’s issued ordinary share capital of the class of the repurchased shares from the date of the grant of this general authority; – any such repurchase shall be implemented through the order book operated by the JSE trading system, without any prior understanding or arrangement between the Company and the counterparty; – authorisation thereto being given by the Memorandum of Incorporation; – 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 press announcement will be published as soon as the company and /or its subsidiaries has repurchased ordinary shares constituting, on a cumulative basis, 3% (three per cent) of the initial number of ordinary shares, and for each 3% (three per cent) in aggregate of the initial number of shares repurchased thereafter, containing full details of such repurchases; – 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 will be 10% (ten per cent) of the weighted average of the market price at which such shares are traded on the JSE for the five (5) business days immediately preceding the date the repurchase transaction is effected; – the Company’s sponsor has confirmed the adequacy of the Company’s and the group’s working capital for purposes of undertaking the repurchase of shares in writing to the JSE when the Company entered the market to proceed with the repurchase; – the Company and/or its subsidiaries do not repurchase securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period; and – the Company only appoints one agent at any point in time to effect repurchases on its behalf.” When any such repurchase of the maximum number of ordinary shares in terms of the aforegoing general authority is made, the directors will give consideration to the following issues and at the time the repurchase is made, the directors must be of the opinion that: – the Company and 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 repurchase; – the assets of the Company and Group are to be in excess of the liabilities of the Company and group for a period of 12 (twelve) months after the date of the repurchase fairly valued in accordance with the accounting policies used in the audited financial statements for the year ended 31 March 2013; – the share capital and reserves of the Company and Group are adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the repurchase; – the working capital of the Company and the group are adequate for ordinary business purposes for a period of 12 (twelve) months after the date of this notice of the AGM; and – having applied the solvency and liquidity test set out in Section 4 of the Companies Act, that the Company will satisfy the solvency and liquidity test immediately after completing the proposed repurchase.
The following additional information, some of which may appear elsewhere in the annual report of which this notice forms part, is provided in terms of the JSE Listings Requirements for purposes of this general authority: Directors and management – pages 24,25 and 30.
Major beneficial shareholders – page 90.
Directors’ interests in ordinary shares – page 55.
Share capital of the Company – page 28 of the full audited consolidated financial statements.
update on directors’ interests in terms of section 7B20 of the Jse listings requirements The following statements reflect the transactions from 31 March 2013 to the date of this notice.
– On 22 May 2013, The Nurek Family Trust of which DM Nurek is a trustee and a discretionary beneficiary, acquired 10 000 ordinary shares for a total consideration of R576 090.
– On 23 May 2013, The Mancraig Family Trust of which H Saven is a trustee and a discretionary beneficiary, acquired 3 500 ordinary shares for a total consideration of R219 625.
– On 7 June 2013, share awards in terms of the Lewis Executive Performance Scheme and the Lewis Co-Investment – On 7 June 2013, J Enslin and LA Davies sold ordinary Shares in order to settle their tax liability on awards vested and to rebalance their personal portfolios.
– As at the date of this notice the direct and indirect beneficial interests of the directors are as follows.
In terms of Section 11.26 of the JSE Listings Requirements, the directors, whose names appear in the integrated annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or had in the recent past, being at least the previous 12 (twelve) months, a material effect on the Group’s financial position.
The directors, whose names appear in the integrated annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution 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 special resolution contains all information.
Other than the facts and developments reported on in the integrated annual report, there have been no material changes in the affairs or financial position of the group since the date of signature of the audit report and up to the date of this notice.
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.” notIce oF annual general meetIng (continued) 15. to transact such other business that may be transacted at an annual general meeting.
1. Unless otherwise specifically provided in this notice of AGM, for any of the ordinary resolutions to be adopted, 50% of the voting rights plus 1 vote exercised on each such ordinary resolution must be exercised in favour thereof. For any special resolutions to be adopted, 75% of the voting rights plus 1 vote exercised on each special resolution must be exercised in favour thereof.
2. In accordance with Section 63(1) of the Companies Act, participants at the AGM will be required to provide proof of identification to the reasonable satisfaction of the chairman of the AGM and must accordingly provide a copy of their identity document, passport or drivers’ licence at the AGM for verification. 3. The Company intends to make provision for shareholders of the Company, or their proxies, to participate in the AGM by way of electronic communication. Should you wish to participate in the AGM by way of electronic communication, you are required to give notice of such proposed participation to the Company at its registered office by no later than 12:00 on 2 August 2013. Such notice must be accompanied by the following: a. if the shareholder is an individual, a certified copy of his identity document and/or passport; b. if the shareholder is not an individual, a certified copy of the resolution adopted by the relevant entity authorising the representative to represent the shareholder at the AGM and a certified copy of the authorised representative’s identity document and/or passport; c. a valid e-mail address and/or facsimile number for the purpose of receiving notice of the manner in which the electronic participation will be conducted. If you provide the Company with the aforesaid notice and documents, the Company shall use its reasonable endeavours to notify you of the relevant details of the electronic communication through which you can participate in the AGM. 4 All shareholders are encouraged to attend, speak and vote at the AGM and are entitled to appoint a proxy to attend, speak and vote at the meeting in place of the shareholder. The proxy duly appointed to act on behalf of a shareholder, need not also be a shareholder of the Company. 5. On a show of hands, every shareholder of the company present in person or represented shall have one vote only. On a poll, every shareholder present in person, by proxy or represented shall have one vote for every share held.
6. 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 AGM; alternatively – you may appoint a proxy to represent you at the AGM by completing the attached form of proxy and, for administrative reasons, 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 48 hours prior to the time appointed for the holding of the meeting; and/or – you may participate in the AGM by way of electronic participation in accordance with paragraph 3 above.
7. 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 Limited’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 participate in the AGM (either by being physically present at the meeting or by way of electronic participation in accordance with paragraph 3 above) 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 AGM 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 AGM 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 AGM (either by being physically present at the meeting or by way of electronic participation in accordance with paragraph 3 above) or by completing the attached form of proxy in accordance with the instructions thereon and for administrative purposes, 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, for administrative reasons, not less than 48 hours prior to the time appointed for the holding of the meeting.
8 Shareholders of the Company that are companies, that wish to participate in the AGM, may authorise any person to

Source: http://www.lewisgroup.co.za/investor/financials/ar/ar2013/download/agm.pdf