M&R HOLD - ANNOUNCEMENT TO SHAREHOLDERS

MURRAY & ROBERTS HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/29826/06)
("M&R")
ANNOUNCEMENT TO SHAREHOLDERS

A NUMBER OF IMPORTANT ISSUES RELATING TO THE AFFAIRS OF THE M&R GROUP HAVE BEEN
UNDER NEGOTIATION RECENTLY AND THE DIRECTORS BELIEVE THAT THESE HAVE REACHED
SUFFICIENT STAGES OF FINALITY TO ENABLE THE FOLLOWING INFORMATION TO BE MADE
AVAILABLE TO SHAREHOLDERS:
1. INVESTMENT BY CONSORTIUM OF SENIOR EXECUTIVES

A CONSORTIUM OF SENIOR M&R EXECUTIVES ("THE CONSORTIUM") HAS EXERCISED A RIGHT
IN TERMS OF AN AGREEMENT DATED 20 MARCH 1998 AND HAS ACQUIRED 6 106 435
ORDINARY SHARES, REPRESENTING 1,8% OF THE ISSUED CAPITAL OF M&R, FROM SANLAM AT
A PRICE OF 805 CENTS PER SHARE, BEING THE MARKET PRICE AT THE AGREEMENT DATE.
IN ADDITION, AS PART OF THE TRANSACTION, THE CONSORTIUM HAS THE FURTHER RIGHT
TO PURCHASE UP TO 27 677 395 ORDINARY SHARES (A FURTHER 8%) IN M&R FROM SANLAM.
THIS RIGHT IS EXERCISABLE UP TO 12 MARCH 1999 AT A PRICE BASED ON A FORMULA
LINKED TO THE MOVEMENT OF THE JSE INDUSTRIAL INDEX BETWEEN 6 MARCH 1998 AND THE
EXERCISE DATE.
2. SHAREHOLDING IN UNITRANS LIMITED

FOLLOWING THE ACQUISITION BY UNITRANS OF MALBAK MOTOR HOLDINGS FROM SANLAM WITH
EFFECT FROM 1 JANUARY 1998 AND THE RESULTANT DILUTION OF THE PERCENTAGE
SHAREHOLDING HELD BY M&R TO 47,6%, A NUMBER OF REPORTS SUGGESTED THAT A
DISPOSAL OR "UNBUNDLING" OF THIS SHAREHOLDING WAS IMMINENT. VARIOUS

POSSIBILITIES WERE CONSIDERED IN THIS REGARD, BUT THE BOARD HAS DECIDED THAT
SUCH A DISPOSAL IS NOT IN THE BEST INTEREST OF THE GROUP OR OF UNITRANS AT THIS
STAGE.

AS A CONSEQUENCE, THE GROUP HAS PURCHASED ADDITIONAL SHARES IN UNITRANS FROM
SANLAM FOR CASH AND NOW HOLDS 57,3% OF UNITRANS. THE SECURITIES REGULATION
PANEL HAS RULED THAT IN THESE CIRCUMSTANCES AND IN ACCORDANCE WITH ITS PRACTICE
NOTE 2/93, IT IS NOT NECESSARY FOR M&R TO MAKE AN OFFER TO THE MINORITY
SHAREHOLDERS OF UNITRANS.

THIS ACQUISITION WILL NOT HAVE A MATERIAL EFFECT ON THE EARNINGS OR NET ASSET
VALUE PER SHARE OF M&R FOR THE YEAR ENDING 30 JUNE 1998.
3. CEMENT AND RELATED ACTIVITIES

A STRATEGIC REVIEW OF THE GROUP'S INVESTMENT IN CEMENT, QUARRYING AND READY
MIXED CONCRETE ACTIVITIES HAS BEEN COMPLETED. AS A RESULT OF THIS REVIEW, IT
HAS BEEN DECIDED TO OFFER THESE ACTIVITIES FOR SALE AND DEUTSCHE MORGAN
GRENFELL HAS BEEN APPOINTED TO ADVISE YOUR BOARD TO FACILITATE A DISPOSAL TO
BEST ADVANTAGE. SUCH A DISPOSAL IS LIKELY TO REQUIRE THE APPROVAL OF

SHAREHOLDERS AND THE NECESSARY FORMALITIES IN THIS REGARD WILL BE COMMUNICATED
TO SHAREHOLDERS AT THE APPROPRIATE TIME.

IN ADDITION TO THE ABOVE, THE BOARD WISHES TO UPDATE SHAREHOLDERS ON THE
CURRENT SITUATION RELATING TO THE GROUP'S TRADING FOR THE YEAR ENDING 30 JUNE
1998:
(I) CONTRACTORS

THE GROUP'S CONTRACTING OPERATIONS REPORT IMPROVED ACTIVITY LEVELS, IN
PARTICULAR, THE RECENT AWARDS OF CERTAIN MAJOR CONTRACTS. THE DOMESTIC
ACTIVITIES ARE WELL POSITIONED FOR ANY UPTURN AND THE INTERNATIONAL OPERATIONS
CONTINUE TO REPORT SUCCESS IN CONTRACT AWARDS AND PERFORMANCE.
(II) MATERIALS

THE ACTIVITIES OF THE MATERIALS OPERATING GROUP ARE CONFINED, IN THE MAIN, TO
THE DOMESTIC MARKET WHERE SOME IMPROVEMENTS HAVE BEEN NOTED IN RECENT MONTHS.
THESE ACTIVITIES ARE EXPECTED TO REFLECT AN INCREASED CONTRIBUTION IN THE
CURRENT YEAR AS COMPARED TO THE YEAR TO JUNE 1997.
(III) TRANSPORT

A SATISFACTORY RESULT IS EXPECTED FROM THE GROUP'S SHAREHOLDING IN UNITRANS.
(IV) ENGINEERING

THE IMPROVEMENTS IN THE UK AND PORT ELIZABETH PLANTS OF THE ALLOY WHEELS
INTERNATIONAL ("AWI") DIVISION THAT WERE FORECAST IN THE INTERIM REPORT
PUBLISHED ON 26 FEBRUARY 1998, HAVE NOT YET MATERIALISED. IN ADDITION, THE
CANADIAN PLANT EXPERIENCED A THREE WEEK STRIKE PRIOR TO A MOVE TO A SEVEN DAY
WORKING WEEK. AS A RESULT, AWI WILL RECORD A LOSS FOR THE FINANCIAL YEAR.
(V) MAJOR TRAIN CONTRACTS

DELIVERIES AND COMMISSIONING CONTINUE ON SCHEDULE IN RESPECT OF THE REMAINING
MAJOR EXPORT CONTRACTS.
(VI) OVERALL

THE IMPROVEMENTS IN THE GROUP'S CASH FLOW WHICH WERE REPORTED IN THE SIX MONTHS
TO 31 DECEMBER 1997 HAVE BEEN MAINTAINED.

THE ATTRIBUTABLE EARNINGS ARE STILL EXPECTED TO CONFIRM A RETURN TO
PROFITABILITY.
BY ORDER OF THE BOARD
LJ LINDSAY
SECRETARY
BEDFORDVIEW
14 MAY 1998