Notice to Members MURRAY & ROBERTS HOLDINGS LIMITED (Company registration number 1948/029826/06) Share code: MUR ISIN: ZAE00008983 (“the Company”) Notice is hereby given that the 56th annual general meeting (“AGM”) of members of Murray & Roberts Holdings Limited (“company”) will be held for the purposes reflected below: Date and time: Wednesday 27 October 2004 at 12:00. Venue: EG Pringle Conference Room, Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview. Agenda 1. to receive and consider the annual financial statements of the company for the year ended 30 June 2004 together with the reports of the directors and auditors; 2. to elect the following directors retiring in terms of article 89 of the company’s articles of association¹ and who are eligible and offer themselves for re-election: N Jorek, NM Magau and JM McMahon Brief biographies of the directors seeking re-election follow: Norbert Jorek (39) Dipl-Kfm MBA Norbert Jorek joined the Group in March 2004 as a member of the executive leadership team. He was previously a vice president at AT Kearney, one of the world’s foremost business consultants. It is in this respect that he had worked with the Group over the previous three years on various assignments relating to the turnaround and future direction of Murray & Roberts. Norbert has played a key leadership role in concluding the proposed transaction in respect of Clough Limited and will hold executive responsibility for this investment. He is currently engaged in a number of initiatives that support Globalising Murray & Roberts as the new strategic initiative of the Group. Dr Namane Milcah Magau (52) DEd Namane Magau is currently the director of group human capital services at the SABC. She was previously vice president of human resources at the CSIR. Namane earned her doctorate in education at Harvard University. She is president of the Businesswomen’s Association of South Africa, a non-executive director of Santam Bank and of Thebe Investments. John Michael McMahon (57) BSc (Eng) (Mech) Michael McMahon is currently non-executive director of Impala Platinum Holdings Limited, where he was previously chairman and prior to that, managing director. He is also a non-executive director of Goldfields Limited and was previously chairman and chief executive of Gencor Limited. Michael is not unfamiliar to Murray & Roberts, having been a project manager in EMS during the 1970s. 3. SE Funde, SJ Macozoma and AA Routledge are required in terms of article 83 of the company's articles of association² to retire as directors and being available and eligible, have offered themselves for re-election. Brief biographies of the directors seeking re-election follow: Sonwabe Eddie Funde (61) MSc (Eng) (Elec) Eddie Funde is chairman of the SABC board, a director of Eskom Holdings Limited and the National Institute for Economic Policy and president of the South African Communications Forum. He was appointed a non-executive director of the Group in 2000. He has a long and distinguished career serving the ANC in exile, including as its chief representative for Australia and New Zealand between 1983 and 1991. Since returning from exile, Eddie has been tasked with many key developmental leadership roles and in recent years has focused on the telecommunications sector. He serves on the nomination committee of the Board. Sakumzi (Saki) Justice Macozoma (47) BA Saki Macozoma played a key role as student activist through the 1970s, was imprisoned on Robben Island for five years and later filled many leadership roles in the internal struggle. He has been a member of the National Executive Committee of the ANC since 1991. He was appointed a non-executive director of the Group in 2000 and is a member of the remuneration & human resources committee. He entered the private sector on leaving Transnet as managing director, where he was the first black person to hold the position. Saki is a significant shareholder and deputy chairman of Safika Holdings Limited, chairman of Stanlib Limited, deputy chairman of Standard Bank Group Limited, a non-executive director of Liberty Group Limited and Volkswagen South Africa Limited. Anthony (Tony) Adrian Routledge (57) BCom CA (SA) Tony Routledge joined the Board as a non-executive director in 1994. He was an executive director of then principle shareholder Sankorp Limited and in 1998 he joined Nedcor Limited as an executive director. Tony plays a key role as member of the audit & risk management committee and is also a member of the 1 In terms of article 89 of the company’s articles of association, the directors have the power to appoint any person to be a director. Any directors
so appointed shall hold office only until the next following AGM and shall be eligible for re-election, but shall not be taken into account in determining
the directors who retire by rotation at such meetings. 2 In terms of article 83 of the company’s articles of association, one third of the directors shall retire from office at the AGM. The directors so to retire
shall be those longest in office since their last election. Directors appointed by the Board to fill a vacancy or as additional director shall not be taken into
account in determining the directors who are to retire by rotation at the AGM.