This report presented by the directors is a constituent document of the group financial statements at 30 June 2005. GROUP FINANCIAL RESULTS Group attributable earnings for the year ended 30 June 2005 was R448,1 million (2004: R477,0 million), representing diluted earnings per share of 139 cents (2004: 147 cents). Diluted headline earnings per share was 140 cents (2004: 155 cents). Full details of the financial position and results of the Group are set out in these financial statements. SHARE CAPITAL Full details of the authorised and issued capital of the company at 30 June 2005 are contained in note 10 of the financial statements. There were no changes to the authorised and issued share capital during the year under review. Share scheme Particulars relating to The Murray & Roberts Trust (the Trust) are set out in note 10 of the financial statements. During the year, the Trust granted an aggregate total of 2 480 000 ordinary shares (2004: 1 790 000 ordinary shares) to senior executives, including executive directors. At June 2005, the Trust held 13 924 893 ordinary shares (2004: 13 701 427 ordinary shares) against the commitment of 12 222 315 ordinary shares (2004: 12 690 480 ordinary shares). The total number of ordinary shares that may be utilised for purposes of the share scheme is limited to 10% of the total issued share capital of the company from time to time, currently 33 189 262 ordinary shares (2004: 33 189 262 ordinary shares). 30 000 000 unissued ordinary shares are the subject of a general authority granted to directors, in terms of section 221 of the Companies Act, 1973, as amended, which authority remains valid until the next annual general meeting to be held on 26 October 2005. At that meeting, shareholders will be asked to place 30 000 000 unissued ordinary shares under the control of the directors. Purchase of own shares In terms of the general authority obtained at the last annual general meeting, the company or its subsidiaries may repurchase ordinary shares in the company to a maximum of 20% of the issued ordinary shares. No shares were repurchased during the year. Approval will be sought at the forthcoming annual general meeting on 26 October 2005 to renew this general authority. DIVIDEND The following dividends were declared in respect of the year ended 30 June 2005: • Interim dividend number 106 of 15 cents per ordinary share (2003: 15 cents) • Final dividend number 107 of 30 cents per ordinary share (2004: 30 cents) SUBSIDIARIES AND ASSOCIATE COMPANIES Particulars of the major operating subsidiaries and associate companies of the Group are given in Annexure 1 on page 116. Acquisition of The Cementation Company (Africa) Limited (Cementation) It was announced on 22 July 2004 that the Group had acquired Skanska Cementation International Holdings Limited's entire interest in Cementation's issued ordinary (79,13%) and preference share (57,44%) capital for a consideration of R114 million. In terms of the Securities Regulation Code on Takeovers and Mergers, a mandatory offer was extended to the minority shareholders of Cementation for a cash consideration of 865 cents per Cementation share. To date, a further 17,1% of the issued ordinary shares and a further 6,0% of the preference share capital of Cementation have been acquired. Acquisition of a strategic interest in Clough Limited (Clough) Shareholders were advised on 26 August 2004 that an agreement had been concluded with McRae Investments Pty Limited to increase the Group’s interest in Clough from 4,9% to 29,28%. The value of this transaction was some R380 million and the regulatory conditions were fulfilled giving effect to this transaction from 1 November 2004. A further 0,9% was acquired in June 2005, taking the shareholding on 30 June 2005 to 30,19%. Disposal of investment in Unitrans Limited (Unitrans) Shareholders were advised on 6 September 2004 that the Group had accepted an offer from Steinhoff International Holdings Limited (Steinhoff) for its 45% holding in Unitrans. Approval from the Competition Tribunal was obtained in January 2005 and the total consideration received from Steinhoff was R935 million. Special resolutions Only special resolutions relating to name changes were passed by subsidiary companies during the year under review, to reflect “Murray & Roberts” as a prefix in the name of the subsidiary company concerned. Report of the directors