Results of Annual General Meeting 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” or “the Company”) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that at the annual general meeting of Murray & Roberts shareholders held today, Thursday, 2 November 2017, all of the resolutions were approved by the requisite majorities, with the exception of Special Resolution 2 (General authority to repurchase shares) which failed to meet the requisite majority votes in favour. The Company’s major shareholder, Aton Austria Holding GmbH, holding 29.99% of the total issued Murray & Roberts ordinary shares, voted against the resolution. As at Friday, 27 October 2017, being the Voting Record Date, the total number of issued Murray & Roberts ordinary shares was 444 736 118. The number of Murray & Roberts shares present or represented by proxy was 402 722 237, representing 90.55% of the issued share capital and 90.89% of the votable shares as at the Voting Record Date. Details of the voting results in respect of the resolutions are as follows: TOTAL SHARES VOTED SHARES ABSTAINED RESOLUTION FOR AGAINST NUMBER %* %* (%) (%) Ordinary Resolution 1 Election of D Mc Cann (Radley) as a director 66.82 33.18 402 609 198 90.52 0.03 Ordinary Resolution 2 Election of E Mashilwane as a director 99.96 0.04 402 609 198 90.52 0.03 Ordinary Resolution 3 Election of A Maditsi as a director 99.96 0.04 402 607 698 90.52 0.03 Ordinary Resolution 4 Election of S Kana as a director 99.90 0.10 402 607 698 90.52 0.03 Ordinary Resolution 5 Election of X Mkhwanzi as a director 98.26 1.74 402 612 698 90.52 0.03 Ordinary Resolution 6 Election of D Grobler as a director 99.80 0.20 402 609 198 90.52 0.03 Ordinary Resolution 7 Re-appointment of Deloitte & Touche as 86.37 13.63 402 610 042 90.52 0.03 external auditors Ordinary Resolution 8 Approval of the remuneration policy 88.98 11.02 402 609 362 90.52 0.03 Ordinary Resolution 9 Approval of the implementation of the 98.47 1.53 402 609 362 90.52 0.03 remuneration policy Ordinary Resolution 10 Appointment of D Mc Cann (Radley) as 66.82 33.18 402 609 198 90.52 0.03 member and Chairman of the Group Audit & Sustainability Committee, Ordinary Resolution 11 Appointment of E Mashilwane as member of 99.96 0.04 402 614 198 90.52 0.03 the Group Audit & Sustainability Committee Ordinary Resolution 12 Appointment of KW Spence as member of the 99.62 0.38 402 609 198 90.52 0.03 Group Audit & Sustainability Committee Special Resolution 1 Approval of fees payable to non-executive 99.99 0.01 402 614 372 90.52 0.03 directors Special Resolution 2 General Authority to repurchase shares 66.54 33.46 402 379 546 90.47 0.08 *Expressed as a percentage of 444 736 118 Murray & Roberts ordinary shares in issue as at the Voting Record Date. Bedfordview 2 November 2017 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 02/11/2017 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.