Directors Dealings MURRAY & ROBERTS HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1948/029826/06 JSE Share Code: MUR ISIN: ZAE000073441 (“Murray & Roberts” or “Company”) Deferral of part of Short Term Incentive (“STI”) into forfeitable shares, vesting and trading of deferred forfeitable shares and trading of Murray & Roberts ordinary shares under the Murray & Roberts Holdings Forfeitable Share Plan (“FSP”) 1. 2015 STI Deferral Murray & Roberts has implemented an automatic deferral of part of the STI of executives into forfeitable share awards. These awards of forfeitable shares are governed under the rules of the FSP and will vest over a three-year period, at one third per year. The awards are not subject to performance conditions but will be subject to continued employment of the executives. The required shares for the deferred part of the financial year 2015 STI allocation were bought on-market. The interests in these transactions will be directly and beneficially held by the respective executives. The following executives have been allocated forfeitable shares on Tuesday, 1 September 2015 at R13-0552 per ordinary share: Name of director: HJ Laas Company: Murray & Roberts Holdings Limited STI deferred into forfeitable shares: 73 800 ordinary shares Value of transaction: R963 480-00 Name of director: AJ Bester Company: Murray & Roberts Holdings Limited STI deferred into forfeitable shares: 52 046 ordinary shares Value of transaction: R679 470-00 Name of subsidiary director: JN Govender Subsidiary company: Murray & Roberts Limited STI deferred into forfeitable shares: 39 699 ordinary shares Value of transaction: R518 280-00 Name of subsidiary director: WT Mdluli Subsidiary company: Murray & Roberts Limited STI deferred into forfeitable shares: 20 918 ordinary shares Value of transaction: R273 090-00 Name of subsidiary director: RAG Skudder Subsidiary company: Murray & Roberts Limited STI deferred into forfeitable shares 30 735 ordinary shares Value of transaction: R401 250-00 2. Vesting of 2013 & 2014 STI Deferral Murray & Roberts has previously announced to shareholders that a portion of the financial year 2013 and 2014 STI allocated to executives was deferred into forfeitable shares. One third of the deferred STI forfeitable shares allocated in 2013 and 2014 have vested. The shares vested on 1 September 2015, at a price of R12-99 per share as indicated below. The shares were transferred off-market. The interests in these transactions will be directly and beneficially held by the respective executives. Name of director: HJ Laas Company: Murray & Roberts Holdings Limited Shares delivered: 21 878 ordinary shares Value of transaction: R284 195-22 Name of director: AJ Bester Company: Murray & Roberts Holdings Limited Shares delivered: 15 297 ordinary shares Value of transaction: R198 708-03 Name of company secretary: L Kok Company: Murray & Roberts Holdings Limited Shares delivered: 1 493 ordinary shares Value of transaction: R19 394-07 Name of subsidiary director: O Fenn Subsidiary company: Murray & Roberts Limited Shares delivered: 8 007 ordinary shares Value of transaction: R104 010-93 Name of subsidiary director: JN Govender Subsidiary company: Murray & Roberts Limited Shares delivered: 8 242 ordinary shares Value of transaction: R107 063-58 Name of subsidiary director: IW Henstock Subsidiary company: Murray & Roberts Limited Shares delivered: 8 877 ordinary shares Value of transaction: R115 312-23 Name of subsidiary director: WT Mdluli Subsidiary company: Murray & Roberts Limited Shares delivered: 5 128 ordinary shares Value of transaction: R66 612-72 Name of subsidiary director: RAG Skudder Subsidiary company: Murray & Roberts Limited Shares delivered: 8 303 ordinary shares Value of transaction: R107 855-97 3. Trading of Murray & Roberts ordinary shares The following executive sold a portion of the vested shares through on-market trades to settle the tax arising from the vesting event on 1 September 2015: Name of subsidiary director: RAG Skudder Subsidiary company: Murray & Roberts Limited Transaction date: 2 September 2015 Nature and extent of director’s interest: Direct, beneficial Shares sold: 3 569 ordinary shares Highest price per share: R12-41 Lowest price per share: R12-46 Volume weighted average price per share: R12-4453 Value of transaction: R44 417-28 4. Trading of Murray & Roberts ordinary shares on behalf of the FSP The FSP purchased the Company’s ordinary shares through on-market trades to settle its obligations towards the participants of the 2015 FSP allocation, as follows: Date: 1 September 2015 Number of shares: 333 517 Volume weighted average price per share: R12-9087 Highest price per share: R12-70 Lowest price per share: R13-00 Value of transaction: R4 305 270-90 Date: 2 September 2015 Number of shares: 166 375 Volume weighted average price per share: R13-0504 Highest price per share: R13-35 Lowest price per share: R13-00 Value of transaction: R2 171 252-96 Clearance has been obtained in terms of paragraph 3.66 of the JSE Limited Listings Requirements. Bedfordview 4 September 2015 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 04/09/2015 11:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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