Lewis : 2023 Executive Retention Scheme

SCHEME DOCUMENT

In respect of

THE LEWIS 2023 EXECUTIVE PERFORMANCE SCHEME

TABLE OF CONTENTS
Clause number and description	Page
1.	INTRODUCTION	1
2.	DEFINITIONS	1
3.	SHARES AVAILABLE FOR THE SCHEME	6
4.	GRANT OF AWARDS	8
5.	GRANTING AND LAPSING OF AWARD	11
6.	EVENTS AFFECTING SHARE CAPITAL	12
7.	CHANGE IN CONTROL	14
8.	TERMINATION OF EMPLOYMENT	15
9.	CLAWBACK	16
10. AMENDMENT OF THE SCHEME	17
11.	ADMINISTRATION	18
12.	ANNUAL ACCOUNTS	19
13.	DISPUTES	19
14. TERMINATION OF THE SCHEME	21
15.	DOMICILIUM AND NOTICES	21
16.	GENERAL	22
17.	EMPLOYER COMPANIES	23

1. INTRODUCTION

The purpose of the Lewis 2023 Executive Performance Scheme is to:

1. incentivise continuing contributions by Executives to the growth of the Group; and
2. attract and retain suitably skilled and competent personnel,

by granting certain awards to such Executives which provide them with the opportunity to acquire Shares, thereby aligning the interests of such Executives with the interests of the Group.

2. DEFINITIONS

2.1. In this document, unless the context otherwise indicates:

1. "Act" means the Companies Act No. 71 of 2008;
2. "Alternative Awards" means Awards which vest in accordance with clause 4.4.4;
3. "Auditors" mean the external auditors of the Company from time to time;
4. "Award" means the option to acquire Shares under the Scheme, free of charge;
5. "Award Holder" means an Executive who has been granted an Award;
6. "Award Shares" means the Shares which are the subject of the Award;
7. "Board" means the board of directors for the time being of the Company;
8. "Business Day" means any day other than a Saturday, Sunday or public holiday officially recognised as such in the Republic of South Africa;
9. "Clawback Condition" means any instance in respect of which an Executive or former Executive:
   2.1.9.1. commits misconduct involving fraud, misrepresentation and/or dishonesty, as the case may be, during any period of employment with an Employer Company, whereafter an Employer Company institutes disciplinary proceedings against the Executive pursuant to which:
   2.1.9.1.1. the Executive is dismissed; or

2

1. where the Executive is accused of serious misconduct, which would usually warrant dismissal, but the Executive resigns from his/her employment prior to the outcome of such disciplinary proceedings; and/or

2.1.9.2. fails to perform in his/her duties as an Executive during his/her period of employment as an Executive, which may include, but not limited to:

1. being in breach of any material obligation and/or fiduciary duty the Executive or former-Executive owed to the Company;
2. performing any act or omission which is injurious to the Company and/or its reputation; or
3. gross misconduct under the Company's rules, policies and/or guidelines,

whereafter an Employer Company institutes disciplinary proceedings against the Executive (other than in accordance with clause 2.1.9.2) pursuant to which:

1. 1. the Executive is dismissed; or
   2. where the Executive is accused of serious misconduct, which would usually warrant dismissal, but the Executive resigns from his/her employment prior to the outcome of such disciplinary proceedings; and/or
2. would otherwise not have received his/her Award Shares in terms of this Scheme inasmuch as such Award Shares would not have vested given the conduct of the Executive, during any period of the Executive's or former-Executive's employment with an Employer Company;

2.1.10. "Clawback Shares" means all Award Shares which vested in the affected Executive or former-Executive and in respect of which:

1. the Executive or former-Executive satisfied a Clawback Condition; or

3

2.1.10.2. the Executive or former Executive performed the act or omission which ultimately resulted in the Clawback Condition being satisfied,

at any time during the Performance Period and/or thereafter until the Vesting Date of such Award Shares;

1. "Committee" means the remuneration committee of the Board, or its successor in title;
2. "Company" means Lewis Group Limited (Registration No. 2004/009817/06), the shares of which are listed on the JSE;
3. "Compliance Officer" means the compliance officer of the Scheme, as appointed by the Company from time to time in accordance with section 97 of the Act;
4. "Executive" means any executive director of the Company, any senior member of management of the Group or any other key employee of the Group, selected by the Committee;
5. "Employer Company" means the company in the Group that employs Executives and has adopted this Scheme in accordance with clause 17;
6. "Five Year Awards" means Awards which vest in accordance with clause 4.4.3;
7. "Four Year Awards" means Awards which vest in accordance with clause 4.4.2;
8. "Grant Date" means the date on which an Award is granted;
9. "Grant Period" means a period of 6 (six) weeks commencing on the day following the occurrence of any of the following events:
10. 1. the adoption of the Scheme or any amendment thereto; or
    2. the announcement by the Company of its results for any year, half year or other period or the issue by the Company of any prospectus, revised listing particulars, pre-listing statement or other documents containing equivalent information relating to the Shares; or
    3. a determination by the Committee that exceptional circumstances have arisen which justify the making of offers in terms of the Scheme outside the usual Grant Periods;
11. "Group" means the Company and its subsidiaries from time to time;