Report of directors

for the year ended 30 June 2009

This report presented by the directors is a constituent of the Group financial statements at 30 June 2009. Except where otherwise stated, all monetary amounts set out in tabular form are expressed in millions of Rands.

NATURE OF BUSINESS

Main business and operations

Murray & Roberts Holdings Limited is an investment holding company with interests in the construction & engineering, construction materials & services and related fabrication sectors. The company does not trade and all of its activities are undertaken through a number of subsidiaries, joint ventures and associates. Information regarding the Group's major subsidiaries and associate companies appears in Annexure 1 to the consolidated annual financial statements. A full list of subsidiaries and associate companies is available to shareholders on request.

GROUP FINANCIAL RESULTS

Group earnings for the year ended 30 June 2009 were R2 337 million (2008: R2 064 million), representing diluted earnings per share of 678 cents (2008: 565 cents). Diluted headline earnings per share were 675 cents (2008: 550 cents).

Full details of the financial position and results of the Group are set out in these financial statements.

The annual financial statements have been prepared in accordance with International Financial Reporting Standards, based on consistently applied accounting policies compared to the prior year.

Exceptional items

During the year under review, the Group disposed of assets at a combined profit of R20 million offsetting an impairment of a property asset of R12 million. (Refer to note 27 of the consolidated financial statements for details.)

AUTHORISED AND ISSUED SHARE CAPITAL

Full details of the authorised and issued capital of the company at 30 June 2009 are contained in note 11 of the financial statements. There were no changes to the authorised and issued share capital during the year under review.

Particulars relating to The Murray & Roberts Trust (Trust) are set out in note 12 of the financial statements. During the year, the Trust granted an aggregate total of 79 250 options over ordinary shares (2008: 1 909 000 options) to senior executives, including executive directors.

At 30 June 2009, the Trust held 8 392 766 ordinary shares (2008: 5 356 136 ordinary shares) against the commitment of 11 212 234 ordinary shares (2008: 12 790 750 ordinary shares). The total number of ordinary shares that may be utilised for purposes of the Murray & Roberts Holdings Limited Employee Share Incentive Scheme is limited to 10% of the total issued share capital of the company, currently 33 189 262 ordinary shares (2008: 33 189 262 ordinary shares).

Purchase of own shares

In terms of the general authority obtained at the last annual general meeting, the company or its subsidiaries may repurchase ordinary shares to a maximum of 10% of the issued ordinary shares. No ordinary shares were repurchased during the year in terms of this general authority. Approval will be sought at the forthcoming annual general meeting on 21 October 2009 to renew this general authority.

DIVIDEND

The following dividends were declared in respect of the year ended 30 June 2009:

Interim dividend number 114 of 85 cents per ordinary share (2008: 77 cents)

Final dividend number 115 of 133 cents per ordinary share (2008: 119 cents)

SUBSIDIARIES

Acquisition

Acquisition of a further interest in Clough Limited (Clough)

The Group increased its shareholding in Clough from 56% to 58,8% during the year through the acquisition of issued shares.

The Group holds convertible notes in Clough at a cost of A$31,4 million which have a coupon of 10% payable quarterly in arrears and which may be redeemed between one and three years after issue, or converted into 85 237 554 shares. If converted, the Group's shareholding would be about 63%.

Acquisition of minorities in Oconbrick Manufacturing (Proprietary) Limited

The Group acquired the remaining 20% of the issued share capital of Oconbrick Manufacturing (Proprietary) Limited on 1 July 2008.

Acquisition of minorities in Wade Walker (Proprietary) Limited

The Group acquired the remaining 20% of the issued share capital of Wade Walker (Proprietary) Limited on 28 February 2009.

Disposals

Disposal of Harvey Roofing Products (Proprietary) Limited

With effect from 31 July 2008, as part of the continued program to rationalise non-core activities, the Group disposed of its entire interest in Harvey Roofing Products (Proprietary) Limited.

SPECIAL RESOLUTIONS ADOPTED BY SUBSIDIARY COMPANIES

Special resolutions relating to name changes and conversions of public companies into private companies were passed by subsidiary companies during the year under review.

POST BALANCE SHEET EVENTS

On 6 July 2009, Clough completed the disposal of 82% held Indonesian listed contract mining subsidiary PT Petrosea Tbk at a cash consideration of US$83,8 million. The financial effects of the transaction have not been brought into account at 30 June 2009. The results of Petrosea have been recorded as being a discontinued operation and the assets and liabilities of Petrosea have been recorded as held-for-sale.

On 17 August 2009, Clough announced that it had acquired 70% of the share capital of Ocean Flow International LLC (Ocean Flow), with the remaining 30% to be acquired over the next three years. Ocean Flow is a subsea engineering and construction management company specialising in deepwater facilities, headquartered in Houston, USA.

DIRECTORS

At the date of this report, the directors of the company were:

Independent non-executive

RC Andersen (chairman); DD Barber; ADVC Knott-Craig; NM Magau; JM McMahon; IN Mkhize; AA Routledge; M Sello; SP Sibisi; RT Vice.

Executive

BC Bruce (group chief executive); SJ Flanagan (group executive director); RW Rees (group financial director).

Independent non-executive directors MJ Shaw and JJM van Zyl and executive director KE Smith retired from the board on 28 October 2008.

ADVC Knott-Craig and M Sello were appointed independent non-executive directors on 27 November 2008 and 25 February 2009 respectively.

INTERESTS OF DIRECTORS

At 30 June 2009, the present directors of the company held direct and indirect beneficial and non-beneficial interests in 2 026 805 of the company's issued ordinary shares (2008: 3 202 340 ordinary shares). Details of ordinary shares held per individual director are listed below. A total of 2 792 500 (2008: 3 681 250) share options are allocated to directors in terms of the Murray & Roberts Holdings Limited Employee Share Incentive Scheme. Further details are set out in note 47.

SECRETARY

The Secretary’s business and postal addresses are:

AUDITORS

Deloitte & Touche will continue in office in accordance with section 270 (2) of the Companies Act 61 of 1973 (as amended).

26 August 2009