| NOTICE TO MEMBERS |
| |
| Murray & Roberts Holdings Limited |
(Incorporated in the Republic of South Africa)
(Registration number 1948/029826/06)
(Share code: MUR) (ISIN: ZAE000073441)
(the company) |
| Notice is hereby given that the fifty-ninth annual general meeting
of the company will be held at Douglas Roberts Centre, 22 Skeen
Boulevard, Bedfordview, Johannesburg on Tuesday 30 October
2007 at 11:00 to conduct the following business: |
|
| 1. |
Ordinary resolution number 1: |
| |
To receive and consider the annual financial statements for
the year ended 30 June 2007. |
|
| 2. |
Ordinary resolution number 2: |
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To elect: |
| |
• |
SP Sibisi as a director, who was appointed since the last
annual general meeting, and in accordance with the
company's articles of association, retires at this annual
general meeting. |
| |
• |
SE Funde, NM Magau, JM McMahon and AA Routledge
as directors who in terms of the articles of association
retire by rotation. |
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All the retiring directors are eligible and available for re-election. |
| |
The profiles of the directors up for re-election appear on
pages 20 and 170. |
|
| 3. |
Ordinary resolution number 3: |
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To reappoint the auditors, Deloitte & Touche. |
|
| 4. |
Ordinary resolution number 4: |
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To approve the proposed fees payable quarterly in arrears
to non-executive directors with effect from the quarter
commencing 1 October 2007 as follows: |
| |
|
Proposed
per annum |
Previous
per
annum |
| Chairman Fee |
|
|
|
| |
Includes
director and
committee fees |
1 R869 000 |
R790 000 |
| Director Fees |
Per annum |
3 R110 000 |
2 R100 000 |
| Committee Fees: |
|
|
|
| Audit |
Chairman |
R130 000 |
R120 000 |
| |
Member |
R65 000 |
R60 000 |
| Risk |
Chairman |
R87 500 |
R80 000 |
| |
Member |
R55 000 |
R50 000 |
| Remuneration & |
Chairman |
R87 500 |
R80 000 |
| Human Resources |
Member |
R55 000 |
R50 000 |
| Nomination |
Chairman |
4 R45 000 |
R42 000 |
| |
Member |
R27 500 |
R25 000 |
| Health, Safety & |
Chairman |
R87 500 |
R80 000 |
| Environment |
Member |
R55 000 |
R50 000 |
|
| 1 |
Effective from 1 January 2008 payable monthly in arrears. |
| 2 |
Calculated on the basis of 5 meetings per annum. |
| 3 |
A deduction of R10 000 per meeting will apply for non attendance at a scheduled meeting and R20 000 will be payable for attendance at a special board meeting. |
| 4 |
Included in chairman fee. |
|
| SPECIAL BUSINESS |
| To consider and if deemed fit, pass, with or without modification
the following special resolution: |
|
| 5. |
Special resolution number 1: |
| |
"RESOLVED THAT the directors of the company be and are
hereby authorised to approve the purchase by the company,
or by any of its subsidiaries, of the company's ordinary
shares subject to the provisions of the Companies Act No.
61 (as amended) (the Companies Act) and the Listings
Requirements of the JSE Limited (JSE) provided that: |
| a) |
the general authority granted to the directors shall be valid
only until the company's next annual general meeting and
shall not extend beyond 15 (fifteen) months from the date of
this resolution; |
| b) |
any general purchase by the company and/or any of its
subsidiaries of the company's ordinary shares in issue shall
not in aggregate in any one financial year exceed 20%
(twenty percent) of the company's issued ordinary share
capital at the time that the authority is granted; |
| c) |
no acquisition may be made at a price more than 10% (ten
percent) above the weighted average of the market value of
the ordinary share for the 5 (five) business days immediately
preceding the date of such acquisition; |
| d) |
the repurchase of the ordinary shares are effected through
the order book operated by the JSE trading system and
done without any prior understanding or arrangement
between the company and the counter party (reported
trades are prohibited); |
| e) |
the company may only appoint one agent at any point in
time to effect any repurchase(s) on the company's behalf; |
| f) |
the company or its subsidiary may not repurchase ordinary
shares during a prohibited period; |
| g) |
after such repurchase the company still complies with
shareholder spread requirements; |
| h) |
authorisation thereto been given by the company’s articles; |
| i) |
the general authority may be varied or revoked by special
resolution of the members prior to the next annual general
meeting of the company; and |
| j) |
should the company or any subsidiary cumulatively repurchase, redeem or cancel 3% (three percent) of the initial number of the company’s ordinary shares in terms of this general authority and for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter in terms of this general authority, an announcement shall be made in terms of the Listings Requirements of the JSE.” |
| Having considered the effect on the company of the maximum repurchase under this general authority, the directors are of the opinion that: |
| i) |
the company and the Group will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date of this notice of annual general meeting; |
| ii) |
the assets of the company and the Group will be in excess
of the liabilities of the company and the Group for a period
of 12 (twelve) months after the date of this notice of annual
general meeting which assets and liabilities have been
valued in accordance with the accounting policies used in
the audited financial statements of the group for the year
ended 30 June 2007; |
| iii) |
the share capital and reserves of the company and the
group will be adequate for ordinary business purposes for a
period of 12 (twelve) months after the date of this notice of
annual general meeting; and |
| iv) |
the working capital of the company and group are
considered adequate for ordinary business purposes for a
period of 12 (twelve) months after the date of this notice of
annual general meeting. |
| A general repurchase of the company's shares shall not be
effected before the JSE has received written confirmation from
the company's sponsor to the effect that the directors have
considered the solvency and liquidity of the company as required
in terms of Section 85(4) of the Companies Act. Furthermore,
the company will consult its sponsor before it repurchases
securities whether the financial position of the company
has changed materially from the date when the sponsor first
issued its written confirmation in order for the sponsor to
review the validity of its letter issued when the general authority
was granted. |
|
| Reason for and effect of the special resolution number 1: |
The reason for special resolution number 1 is to grant the
company's directors a renewable general authority or permit a
subsidiary company to acquire ordinary shares of the company.
The effect of this special resolution is to confer a general
authority on the directors of the company to repurchase ordinary
shares of the company which are in issue from time to time.
The Board has considered the impact of a repurchase of up to
20% (twenty percent) of the company's shares, being the
maximum permissible under a general authority in terms of the
JSE Listings Requirements. Should the opportunity arise and
should the directors deem it in all respects to be advantageous
to the company to repurchase such shares, it is deemed
appropriate that the directors be authorised to repurchase the
company's shares.
For the purposes of considering special resolution number 1 and
in compliance with paragraph 11.26 (b) of the JSE Listings
Requirements, the information listed below has been included
in the annual report, in which this notice of annual general
meeting is included, at the places indicated:
Directors and management of the company can be found on
pages 20 and 21, major shareholders of the company can be
found on page 78; directors' interest in the company can be
found on page 85 and note 45 to the consolidated financial
statements, and the share capital of the company can be found
in note 11. |
|
| Directors’ responsibility and litigation statement |
| The directors, whose names are set out on pages 20 and 21 of
this report, collectively and individually accept full responsibility
for the accuracy of the information pertaining to this special
resolution and certify that to the best of their knowledge and belief that there are no facts that have been omitted which would
make any statement false or misleading and that they have
made all reasonable enquiries in this regard; and that there
are no legal or arbitrage proceedings, including proceedings
that are pending or threatened, that may have or have had
in the previous months a material effect on the company's
financial position. |
|
| Material change |
| Other than the facts and developments reported on in the annual
report of which this notice of meeting forms part, there have
been no material changes in the affairs or financial position of
the company and its subsidiaries since the date of signature
of the annual financial statements and the date of this notice
of meeting. |
|
| Voting and proxies |
Ordinary shareholders are entitled to attend, speak and vote at the annual general meeting.
Ordinary shareholders may appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder of the company.
Shareholders holding dematerialised shares, but not in their own name must furnish their Central Securities Depository Participant (CSDP) or broker with their instructions for voting at the annual general meeting. If your CSDP or broker, as the case may be, does not obtain instructions from you, it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, complete the relevant form of proxy attached.
Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein, that you wish to attend the annual general meeting or send a proxy to represent you at the annual general meeting, your CSDP or broker will assume that you do not wish to attend the annual general meeting or send a proxy.
If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of authority to you. Shareholders holding dematerialised shares in their own name, or holding shares that are not dematerialised, and who are unable to attend the annual general meeting and wish to be represented thereat, must complete the relevant form of proxy attached in accordance with the instructions therein and lodge it with or mail it to the transfer secretaries.
Forms of proxy should be forwarded to reach the transfer secretaries, Link Market Services South Africa (Proprietary) Limited by no later than 10:00 on Thursday 25 October 2007.
The completion of a form of proxy will not preclude a shareholder from attending the annual general meeting. |
| |
| By order of the board |
 |
Per: Yunus Karodia
Group Secretary
28 September 2007 |
Shareholder info