MURRAY & ROBERTS HOLDINGS LIMITED - Deferral of part of Short Term Incentive into forfeitable shares

Deferral of part of Short Term Incentive into forfeitable shares

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. 2016 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 2016 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 24 November 2016 at R10.90657 per ordinary share:

Name of director:                       HJ Laas
Company:                                Murray & Roberts Holdings Limited
STI deferred into forfeitable shares:   176 145 ordinary shares
Value of transaction:                   R1 921 140

Name of director:                       AJ Bester
Company:                                Murray & Roberts Holdings Limited
STI deferred into forfeitable shares:   104 761 ordinary shares
Value of transaction:                   R1 142 580

Name of subsidiary director:            ST Harrison
Subsidiary company:                     Murray & Roberts Limited
STI deferred into forfeitable shares:   27 506 ordinary shares
Value of transaction:                   R300 000

Name of subsidiary director:            WT Mdluli
Subsidiary company:                     Murray & Roberts Limited
STI deferred into forfeitable shares:   34 152 ordinary shares
Value of transaction:                   R372 480

2.       Trading of Murray & Roberts ordinary shares

The following executives sold a portion of the vested shares through on-market trades to
settle the tax arising from the vesting event on 1 November 2016. The interests in these
transactions will be directly and beneficially held by the respective executives.


Name of subsidiary director:                O Fenn
Subsidiary company:                         Murray & Roberts Limited
Transaction date:                           24 November 2016
Shares sold:                                44 407 ordinary shares
Highest price per share:                    R11.9769
Lowest price per share:                     R9.2540
Volume weighted average price per share:    R10.8237
Value of transaction:                       R480 648.05

Name of subsidiary director:                S Harrison
Subsidiary company:                         Murray & Roberts Limited
Transaction date:                           24 November 2016
Shares sold:                                30 184 ordinary shares
Highest price per share:                    R11.9769
Lowest price per share:                     R9.2540
Volume weighted average price per share:    R10.8237
Value of transaction:                       R326 702.56

Name of subsidiary director:                WT Mdluli
Subsidiary company:                         Murray & Roberts Limited
Transaction date:                           24 November 2016
Shares sold:                                29 623 ordinary shares
Highest price per share:                    R11.9769
Lowest price per share:                     R9.2540
Volume weighted average price per share:    R10.8237
Value of transaction:                       R320 630.47


The following executive sold all the vested shares through on-market trades from the vesting
event on 1 November 2016. The interests in these transactions will be directly and
beneficially held by the executive.

Name of subsidiary director:                JG Govender
Subsidiary company:                         Murray & Roberts Limited
Transaction date:                           24 November 2016
Shares sold:                                90 597 ordinary shares
Highest price per share:                    R11.9769
Lowest price per share:                     R9.2540
Volume weighted average price per share:    R10.8237
Value of transaction:                       R980 594.75

3.       Trading of Murray & Roberts ordinary shares on behalf of the FSP

The FSP purchased the Company’s ordinary shares through a book-over transaction to
settle its obligations towards the participants of the 2016 FSP allocation, as follows:

Date:                                        24 November 2016
Number of shares sold:                       1 711 982
Volume weighted average price per share:     R 10.8237
Highest price per share:                     R 11.9769
Lowest price per share:                      R 9.2540
Value of transaction:                        R 18 529 979.57

Date:                                        24 November 2016
Number of shares bought:                     1 711 982
Volume weighted average price per share:     R 10.8237
Highest price per share:                     R 11.9769
Lowest price per share:                      R 9.2540
Value of transaction:                        R 18 529 979.57

Values are before brokerage fees. Clearance has been obtained in terms of paragraph 3.66
of the JSE Limited Listings Requirements.


Bedfordview
29 November 2016

Sponsor: Deutsche Securities (SA) Proprietary Limited

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