Lewis : Directors Dealings in Securities

Lewis Group Ltd

Reg. No. 2004/009817/06

JSE Share Code : LEW

ISIN : ZAE 000058236

Bond Code: LEWI

("Lewis" or the "Company")

Directors Dealings in Securities

In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, the following should be noted:

1. The Lewis Executive Retention Scheme

In terms of the Lewis Executive Retention Scheme, the following executive directors elected on 30 June 2022, to exercise their matching share awards which were granted on 28 June 2019 (refer to SENS announcement dated 4 July 2019):

		Matching	Total
Executive	Designation	Share	Value
		Awards
		Exercised
J. Enslin	Executive Director, Lewis Group Ltd	115 816	R 5 767 637
J. Bestbier	Executive Director, Lewis Group Ltd	70 256	R 3 498 749
W. Achmat	Director, Lewis Stores (Pty) Ltd	34 140	R 1 700 172
D. Loudon	Director, Lewis Stores (Pty) Ltd	57 204	R 2 848 759
D.M. Oliphant	Director, Lewis Stores (Pty) Ltd	52 684	R 2 623 663

The awards were acquired for no consideration and are in respect of ordinary shares. The implied value was calculated using the share price of R 49.80, as at the close of business on 29 June 2022.

2. Sale of Shares

The executive directors sold ordinary shares on the open market between 1 July 2022 and 5 July 2022, at a volume weighted price of R 48.63 with the highest and the lowest price being R 49.14 and R 48.11 respectively, in order to settle their tax liability on the awards vested above and to rebalance their portfolios:

		No. of	Total
Executive	Designation	Shares	Value
J. Enslin	Executive Director, Lewis Group Limited	179 515	R 8 730 192
J. Bestbier	Executive Director, Lewis Group Limited	70 256	R 3 416 697
W. Achmat	Director, Lewis Stores (Pty) Ltd	16 046	R 780 351
D.M. Oliphant	Director, Lewis Stores (Pty) Ltd	24 761	R 1 204 180

3. Transfer of Shares

The following executive directors elected to take transfer of shares arising from share awards under the Lewis Executive Retention Scheme:

Executive	Designation	No. of	Implied Value
Shares
J. Bestbier	Executive Director, Lewis Group	38 641	R 1 924 322
	Limited
W. Achmat	Director, Lewis Stores (Pty) Ltd	36 871	R 1 836 176
D. Loudon	Director, Lewis Stores (Pty) Ltd	88 666	R 4 415 567
D.M. Oliphant	Director, Lewis Stores (Pty) Ltd	56 899	R 2 833 570

The implied values were calculated using the share price of R49.80, as at the close of business on 29 June 2022. The transfer will be made off-market.

4. The Lewis 2019 Executive Retention Scheme - new awards

Senior executives who are invited to co-invest have earned an annual bonus and achieved the requisite performance targets set for them. These eligible executives can elect to invest all or part of their net bonus in Lewis Group shares (from 10% up to a maximum percentage set by the Remuneration Committee ("the Committee") for each executive, which cannot exceed 100%).

These invested shares (i.e. shares acquired using the executive's net bonus) are held on behalf of executives for a period of three years and matching shares equal to the before tax bonus, are awarded for no consideration at the end of the period. The invested shares are purchased by the employee share trust on the open market on behalf of executives.

The matching share award will lapse should the executive terminate his or her employment before the completion of the three-year period, other than in the event of death, ill-health, retirement or retrenchment.

The following executives elected on 6 July 2022 to invest a percentage of their net bonus in the Company's shares and, consequently, matching share awards were awarded to them under the Lewis 2019 Executive Retention Scheme:

		Invested	Matching	Total
Executive	Designation	Shares	Share Award	Value
J. Enslin	Executive Director,	79 495	144 536	R10 904 292
	Lewis Group Ltd
J. Bestbier	Executive Director,	48 658	88 469	R 6 674 390
	Lewis Group Ltd
W. Achmat	Director, Lewis Stores	38 137	69 340	R 5 231 251
	(Pty) Ltd
D. Loudon	Director,	19 441	35 347	R 2 666 693
	Lewis Stores (Pty)
	Ltd

D.M. Oliphant	Director,	37 749	68 635	R 5 178 035
	Lewis Stores (Pty)
	Ltd

The invested shares were allocated to the executives at a price of R48.67, being determined as an average of the last five trading day's weighted average purchase price before the award date. The matching share awards will be received by the scheme participants for no consideration.

5. Short Term Awards

In terms of the Lewis 2019 Executive Performance Scheme and the Lewis 2021 Executive Performance Scheme, executives have been offered the right to acquire shares of the Company for no consideration, subject to the achievement of performance targets. The share awards under this scheme will lapse should the executive terminate his or her employment before the completion of the period of the award, other than in the event of death, ill-health, retirement or retrenchment.

The Committee agreed to grant the executives a three-year award (short term award as defined in the scheme rules) under this scheme, details of which are set out below.

The performance targets are set by the Committee at the beginning of each of the three years and are based on a weighting set for each executive, depending on their daily employment responsibilities, as follows:

• Headline earnings per share;
• Quality of the debtors book;
• Gross margin.

The following executive directors have been granted short term awards on 6 July 2022 under the Lewis 2019 Executive Performance Scheme and the Lewis 2021 Executive Performance Schemes:

		Maximum No. of	Implied
Executive	Designation	Shares for no	Value
		consideration

J. Enslin	Executive Director,	226 518	R 11 047 283
	Lewis Group Limited
J. Bestbier	Executive Director,	98 898	R 4 823 255
	Lewis Group Ltd
W. Achmat	Director,	52 498	R 2 560 327
	Lewis Stores (Pty) Ltd
D. Loudon	Director,	53 783	R 2 622 997
	Lewis Stores (Pty) Ltd
D.M. Oliphant	Director,	52 543	R 2 562 522
	Lewis Stores (Pty) Ltd

The above values are implied values based on a market price of R48.77, determined as an average of the last three trading day's closing price before the award date, calculated in terms of the rules of the scheme.

6. Long term Awards

In terms of the Lewis 2021 Executive Performance Scheme, executives have been offered the right to acquire shares of the Company for no consideration subject to the achievement of performance targets. The share awards under this scheme will lapse should the executive terminate his or her employment before the completion of the period of the award, other than in the event of death, ill-health, retirement or retrenchment.

The Committee agreed to grant the executives a five-year award (long term award as defined in the scheme rules) under this scheme, details which are set out below.

As required by the scheme rules, the performance target for long term awards are set at the grant date for the whole period of the award. The five-year award has three vesting dates being: the third anniversary of the grant (6 July 2025), the fourth anniversary (6 July 2026) and the fifth anniversary (6 July 2027). One third of the award shall vest at each vesting date, subject to the performance targets below.

The performance targets are based on weightings of the following:

• Return on average shareholder's equity ("ROE"), weighted at 50%;
• Headline Earnings per share ("HEPS"), weighted at 30%; and
• Gearing Ratio, weighted at 20%.

The performance targets at each vesting date are as follows: