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Notice of General Meeting – Adoption of New Memorandum of Incorporation
MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1948/029826/06
JSE Share Code: MUR
ADR Code: MURZY
ISIN Code: ZAE000073441
(“Murray & Roberts” or “Company”)
NOTICE OF GENERAL MEETING – ADOPTION OF NEW MEMORANDUM OF
INCORPORATION
Due to the requirement of foreign shareholders for executive directors to be equally subject to the
requirement that at least one third of the directors must retire at the Company’s Annual General
Meeting, the special resolution relating to the adoption of the new memorandum of incorporation
(“MOI”) was withdrawn from voting at the Annual General Meeting held on Wednesday, 31
October 2012 (“AGM”). In response to the recommendation of an international shareholder
advisory firm, Murray & Roberts has decided to amend the proposed new MOI to provide for the
rotation of both executive and non-executive directors.
Since the AGM, the Board has also reviewed the section in the MOI relating to the
indemnification and insurance of directors. The old Articles of Association had a similar indemnity
clause, which has now been updated to provide further clarity on the indemnity the Company can
provide to directors, and is consistent with section 78 of the Companies Act 71 of 2008.
The amended new MOI has been approved by the JSE and is available for inspection at the
Company’s registered office during business hours from today, until the date of the general
meeting. Shareholders are requested to support the special resolution for the adoption of the
proposed new MOI.
Accordingly, notice is hereby given that a general meeting of shareholders of the Company will
be held at Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview, Johannesburg, at 15:00
on Wednesday, 27 February 2013 (“the general meeting”), for the purpose of considering and, if
deemed fit, passing with or without modification, the special resolution pertaining to the adoption
of the new MOI.
The record date for shareholders to be registered in the register of the Company for purposes of
being entitled to attend, participate in and vote at the general meeting is Friday, 22 February
2013. Accordingly, the last date to trade in order to be registered as a shareholder in the
Company’s register on the record date shall be Friday, 15 February 2013.
The notice of general meeting has been distributed to shareholders today, Friday, 25 January
2013.
Bedfordview
25 January 2013
Sponsor: Deutsche Securities (SA) Proprietary Limited
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