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MURRAY & ROBERTS HOLDINGS LIMITED - Notice to shareholders in accordance with section 45 of the Companies Act, 71 of 2008

Release Date: 12/12/2014 10:00
Code(s): MUR     PDF:  
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Notice to shareholders in accordance with section 45 of the Companies Act, 71 of 2008

MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1948/029826/06
JSE Share Code: MUR
ADR Code: MURZY
ISIN: ZAE000073441
(“Murray & Roberts”, “Company” or “Group”)

NOTICE TO SHAREHOLDERS IN ACCORDANCE WITH SECTION 45 OF THE
COMPANIES ACT, 71 OF 2008

The Group has concluded an agreement with four South African banks to restructure its
South African interest-bearing short term overdraft facilities. The previous secured
overdraft facilities of R2.2 billion were negotiated in 2011 and the significant improvement
in the Group’s cash position has necessitated a restructuring of these facilities. As
previously reported, the Group reflected a net cash position of R1.8 billion at 30 June
2014 with no utilisation of the South African overdraft facilities. The South African
balance sheet reflected an ungeared net cash position at 30 June 2014, and therefore no
longer requires the same level of facilities. The new reduced facilities totalling R1.1 billion
are provided on an unsecured, bilateral basis by each of the participating banks.

Notice is thus given that, pursuant to the special resolution passed at the annual general
meeting of the Company held on 6 November 2014 authorising the Company to provide
direct or indirect financial assistance to related or inter-related parties, the board of
directors (“the Board”) has adopted a resolution on 8 December 2014 as contemplated by
section 45 of the Companies Act, 71 of 2008 (“the Companies Act”).

The Board resolution authorises the Company to guarantee the banking facilities offered
to the Company and its subsidiaries by the facility banks for the aggregate amount of
R1.1 billion, which constitutes the Company giving "financial assistance" within the
meaning of section 45 of the Companies Act.

In accordance with section 45 of the Companies Act, the Board is satisfied and
acknowledges that:

   (i)     immediately after providing such financial assistance, Murray & Roberts will
           satisfy the solvency and liquidity test, and
   (ii)    the terms under which such financial assistance is to be given are fair and
           reasonable to Murray & Roberts.

Bedfordview

12 December 2014

Sponsor: Deutsche Securities (SA) Proprietary Limited

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