Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1948/029826/06)
(JSE Share code: MUR) (ISIN: ZAE000073441)
(company)

Notice is hereby given that the sixty-second annual general meeting of the company will be held at Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview, Johannesburg on Wednesday, 27 October 2010 at 11:00 to conduct the following business:

1.	ORDINARY RESOLUTION NUMBER 1:
	To receive and consider the annual financial statements of the Group and company for the year ended 30 June 2010.

2.	ORDINARY RESOLUTION NUMBER 2:
	To elect as directors: O Fenn as executive director and WA Nairn as non-executive director, who were appointed since the last annual general meeting, and in accordance with the company’s articles of association, retire at this annual general meeting. NM Magau, JM McMahon and RT Vice as non-executive directors, who in terms of the articles of association retire by rotation. All the above retiring directors are eligible and available for re-election. Their profiles appear in the Group directorate and detailed Group directorate sections of the annual reports. The Board recommends the re-election of these directors. IN Mkhize retires by rotation and is not available for re-election.

3.	ORDINARY RESOLUTION NUMBER 3:
	To appoint a firm of external auditors for the company and note the remuneration of the external auditors as determined by the audit committee of the Board. The audit committee has nominated for re-appointment Deloitte & Touche as independent auditors and in particular AF Mackie, being the individual and designated auditor who will undertake the company’s audit for the financial year ending 30 June 2011. Particulars of the auditors’ remuneration can be found in note 28 of the annual financial statements.

4.	ORDINARY RESOLUTION NUMBER 4:
	To approve the proposed fees payable quarterly in arrears to non-executive directors with effect from the quarter commencing 1 October 2010 as follows:

		Proposed	Previous
		per annum	per annum
Chairman fee	Includes director and committee fees	¹R1 025 000	R1 025 000
Director fees	Per annum	^{2 & 3}R160 000	R150 000
Committee fees:
Audit	Chairman	R160 000	R150 000
	Member	R80 000	R75 000
Health, safety & environment	Chairman	R108 500	R102 500
	Member	R69 000	R65 000
Nomination	Chairman	⁴R50 000	R50 000
	Member	R34 500	R32 500
Remuneration & human resources	Chairman	R108 500	R102 500
	Member	R69 000	R65 000
Risk management	Chairman	R108 500	R102 500
	Member	R69 000	R65 000
Social & ethics⁵	Chairman	R108 500	–
	Member	R69 000	–

1	Effective from 1 January 2011 payable monthly in arrears. RC Andersen voluntarily declined a proposed fee increase for 2011.
2	Calculated on the basis of 5 meetings per annum.
3	A deduction of R14 000 per meeting will apply for non-attendance at a scheduled meeting and R27 500 will be payable for attendance at a special board meeting.
4	Included in chairman fee.
5	New committee established 1 July 2010.

SPECIAL BUSINESS
To consider and if deemed fit, to pass, with or without modification the following special resolution:

SPECIAL RESOLUTION NUMBER 1:

“RESOLVED THAT the directors of the company be and are hereby authorised to approve the purchase by the company, or by any of its
subsidiaries, of the company’s ordinary shares subject to the provisions of the Companies Act 61 of 1973, as amended (Companies Act)
or as may be required under the Companies Act 71 of 2008, as amended (New Companies Act) and the Listings Requirements of the JSE
Limited provided that:

a)	the general authority granted to the directors shall be valid only until the company’s next annual general meeting and shall not extend beyond 15 (fifteen) months from the date of this resolution;

b)	any general purchase by the company and/or any of its subsidiaries of the company’s ordinary shares in issue shall not in aggregate in any one financial year exceed 10% (ten percent) of the company’s issued ordinary share capital at the time that the authority is granted;

c)	no acquisition may be made at a price more than 10% (ten percent) above the weighted average of the market value of the ordinary share for the 5 (five) business days immediately preceding the date of such acquisition;

d)	the repurchase of the ordinary shares are effected through the order book operated by the JSE Limited’s trading system and done without any prior understanding or arrangement between the company and the counter party;

e)	the company may only appoint one agent at any point in time to effect any repurchase(s) on the company’s behalf;

f)	the company and/or any of its subsidiaries may not repurchase ordinary shares during a prohibited period unless they have in place a repurchase program where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the program have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;

g)	authorisation thereto given by the company’s articles of association;

h)	the general authority may be varied or revoked by special resolution of the members prior to the next annual general meeting of the company; and

i)	should the company and/or any of its subsidiaries cumulatively repurchase, redeem or cancel 3% (three percent) of the initial number of the company’s ordinary shares in terms of this general authority and for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter in terms of this general authority, an announcement shall be made in terms of the Listings Requirements of the JSE Limited.”

Having considered the effect on the company of the maximum repurchase under this general authority, the directors are of the opinion that:

i)	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 this notice of annual general meeting;

ii)	the assets of the company and the Group will be in excess of the liabilities of the company and the Group for a period of 12 (twelve) months after the date of this notice of annual general meeting which assets and liabilities have been valued in accordance with the accounting policies used in the audited financial statements of the company and the Group for the year ended 30 June 2010;

iii)	the share capital and reserves of the company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of this notice of annual general meeting; and

iv)	the working capital of the company and the Group are considered adequate for ordinary business purposes for a period of 12 (twelve) months after the date of this notice of annual general meeting.

A general repurchase of the company’s shares shall not be effected before the JSE Limited has received written confirmation from the company’s sponsor to the effect that the directors have considered the solvency and liquidity of the company as required in terms of section 85(4) of the Companies Act or as may be required under the New Companies Act. Furthermore, the company will consult its sponsor before it repurchases securities on whether the financial position of the company has changed materially from the date when the sponsor first issued its written confirmation in order for the sponsor to review the validity of its letter issued when the general authority was granted.

Reason for and effect of special resolution number 1:

The reason for special resolution number 1 is to grant the company’s directors a renewable general authority or permit the company or a
subsidiary of the company to acquire ordinary shares of the company. The effect of this special resolution is to confer a general authority on the
directors of the company or permit a subsidiary company to repurchase ordinary shares of the company which are in issue from time to time.

The Board has considered the impact of a repurchase of up to 10% (ten percent) of the company’s shares. Should the opportunity arise and
should the directors deem it in all respects to be advantageous to the company to repurchase such shares, it is deemed appropriate that the
directors be authorised to repurchase the company’s shares.

For the purposes of considering special resolution number 1 and in compliance with paragraph 11.26 (b) of the Listings Requirements of the
JSE Limited, the information listed below has been included in the annual report, in which this notice of annual general meeting is included, at
the places indicated:

Directors and management of the company can be found in the Group directorate, major shareholders of the company can be found in the Analysis of shareholders section, directors’ interest in securities of the company can be found in the Directors' report and note 46 to the consolidated financial statements, and the share capital of the company can be found in note 11.

Directors’ responsibility and litigation statement

The directors, whose names are set out on pages 28 and 29 of this report, collectively and individually accept full responsibility for the accuracy
of the information pertaining to this special resolution and certify to the best of their knowledge and belief that there are no facts that have been
omitted which would make any statement false or misleading and that they have made all reasonable enquiries in this regard; and that there are
no legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the previous 12 months
a material effect on the company and the Group’s financial position.

Material change

Other than the facts and developments reported on in the annual report of which this notice of meeting forms part, there have been no material
changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the annual financial statements and
the date of this notice of annual general meeting.

VOTING AND PROXIES

Ordinary shareholders are entitled to attend, speak and vote at the annual general meeting.

Ordinary shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the company.

Shareholders holding dematerialised shares, but not in their own name must furnish their Central Securities Depository Participant (CSDP) or
broker with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions
from you, it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, complete the relevant form
of proxy attached.

Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein,
that you wish to attend the annual general meeting or send a proxy to represent you at the annual general meeting, your CSDP or broker will
assume that you do not wish to attend the annual general meeting or send a proxy.

If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of
representation to you. Shareholders holding dematerialised shares in their own name, or holding shares that are not dematerialised, and who
are unable to attend the annual general meeting and wish to be represented thereat, must complete the relevant form of proxy attached in
accordance with the instructions therein and lodge it with or mail it to the transfer secretaries.

Forms of proxy should be forwarded to reach the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, by no later than
11:00 on Monday, 25 October 2010.

The completion of a form of proxy will not preclude a shareholder from attending the annual general meeting.

By order of the Board

Per: Yunus Karodia
Group Secretary
30 September 2010