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29-11--05
SANCTIONING OF THE SCHEME OF ARRANGEMENT
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1948/029826/06
Share code: MUR ISIN: ZAE000008983
(“Murray & Roberts”)

SANCTIONING OF THE SCHEME OF ARRANGEMENT

  1. Introduction
    Shareholders are advised that on Tuesday 29 November 2005 the High Court of South Africa (Witwatersrand Local Division) sanctioned the scheme of arrangement (“the scheme”) in terms of section 311 of the Companies Act No. 61 of 1973, as amended, proposed by two wholly-owned subsidiaries of Murray & Roberts, the trustees of the Letsema Bokamoso General Staff Trust and the trustees of the Letsema Vulindlela Black Executives Trust, between Murray & Roberts and its ordinary shareholders (“the shareholders”).

  2. Condition precedent
    The remaining condition precedent is that the Order of Court sanctioning the scheme be registered by the Registrar of Companies. It is expected that the Order of Court will be registered by the Registrar of Companies by Friday 2 December 2005.

  3. Salient dates and times
    It is anticipated that the scheme will be implemented according to the timetable contained in the announcement dated 20 October 2005 issued by Murray & Roberts and the circular to shareholders dated 21 October 2005. The operative date of the scheme is expected to be Monday 19 December 2005.

Johannesburg
29 November 2005

Financial advisor and transaction sponsor

Absa Corporate and Merchant Bank
Corporate Finance

Sponsor
Merrill Lynch

Attorneys
Bowman Gilfillan Inc.

Reporting Accountants
Deloitte & Touche

Independent financial advisor
SizweNtsaluba VSP