This report presented by the directors is a constituent document of the group annual financial statements at 30 June 2002. Except where otherwise stated, all amounts set out in tabular form are expressed in millions of rand.

GROUP FINANCIAL RESULTS
The profit attributable to ordinary shareholders totalled R505,2 million for the year ended 30 June 2002 as compared to a profit of R252,2 million in the previous year. Full details of the results are set out in the consolidated income statement on page 49.

Segmental contributions to the consolidated EBIT were as follows

	2002	2001
Building and Civil Engineering	117	84
Industry and Mining	101	77
Engineered Products	78	42
Supplies and Services	181	124
Corporate	(91)	(109)
	386	218

Divisional head offices have been disbanded and the corporate overhead has been aggregated. The analysis for the prior period has been restated.

SHARE CAPITAL
During the year under review there were no changes to the authorised share capital of the company which remains at R50 million consisting of 500 000 000 ordinary shares of 10 cents each.

The issued share capital of the company remains unchanged at R33 189 262 consisting of 331 892 619 ordinary shares of 10 cents each.

At the annual general meeting held on 24 October 2001, 50 000 000 unissued ordinary shares were placed under the control of the directors and these remained at the disposal of the directors at 30 June 2002.

Shareholders will be asked at the annual general meeting to be held on 28 October 2002 to:

CORPORATE GOVERNANCE
Your board endorses the principle of good corporate governance. The board believes that the group substantially complies with the recommendations of the Code of Corporate Practice contained in the King Report 2002. Areas of the code that require further attention will be addressed during the forthcoming year. Details of the group’s corporate governance practices appear in the Corporate Governance report.

EMPLOYEE SHARE SCHEME
At the annual general meeting held on 21 October 1987, shareholders approved the establishment of the Murray & Roberts Holdings Limited Employee Share Incentive Scheme (“the Scheme”) which was designed as a share purchase scheme to be open-ended and ongoing into the future. This approval included certain specified rules that could not be altered without the prior approval of shareholders in general meeting. At the annual general meeting held on 24 October 2001, shareholders authorised the directors to amend the rules of the Scheme to introduce a maximum allocation of 1% to any one individual. This is a further rule that may not be amended without the approval of shareholders.

At the annual general meeting held on 22 October 1997, shareholders authorised the directors to amend the rules of the Scheme so as to enable the granting of options in the capital of the company. During the 1999 financial year, your board decided that existing share purchase agreements were no longer providing the incentives to employees that were originally envisaged. With the agreement of the employees concerned, these purchase agreements were cancelled and replaced by options granted to the employees by The Murray & Roberts Trust (“the Trust”). These options were granted in the same number of shares, at the same price and incorporated the same restriction periods as the original share purchase agreements.

During the year ended 30 June 2002, the Trust granted new options on a total of 1 836 000 shares to senior executives including executive directors.

The total shares that may be utilised for the purpose of the Scheme is limited to 10% of the total issued shares of the company from time to time, currently
33 189 262 shares.

At 30 June 2002, the Trust held 14 276 278 shares against the commitment of option agreements in favour of employees in respect of 22 263 366 shares. Shareholders will be asked at the forthcoming annual general meeting to place 18 912 984 unissued shares in the company at the disposal of directors for the continued implementation of the Scheme.

DIRECTORATE AND SECRETARY
Mr JS Stanbury terminated his services as a director of the company with effect from 30 November 2001. Mr KJ Grové resigned as a director
on 27 February 2002.

At the date of this report the directors of the company were:

Non Executive
DC Brink (Chairman)
BN Bam
WP Esterhuyse
SE Funde
PG Joubert
SJ Macozoma
AJ Morgan
AA Routledge
JJM van Zyl

Executive
BC Bruce (Group Chief Executive)
AJ de Nysschen
RW Rees
KE Smith

There are no onerous or long term service contracts relating to the position of any director.

At the forthcoming annual general meeting and in accordance with the company’s articles of association, Messrs BC Bruce, SE Funde, PG Joubert and AJ Morgan retire by rotation but, being eligible, offer themselves for re-election.

The interests of the directors in the share capital of the company are detailed in note 29 to the consolidated annual financial statements.

The secretary of the company is Mr LJ Lindsay. His business and postal addresses are shown on page 82.

SPECIAL RESOLUTIONS ADOPTED BY SUBSIDIARY COMPANIES
No special resolutions, the nature of which might be of significance to members in their appreciation of the state of affairs of the group, were passed by any subsidiary during the period covered by this report.

SUBSIDIARY AND ASSOCIATED COMPANIES
Information regarding the group’s major subsidiary and associated companies appears in Annexure 1 to the consolidated annual financial statements. A full list of subsidiary companies is available to shareholders on request.

28 August 2002