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“This is in contravention of international laws and investment treaties... this is outright expropriation," he said by telephone from Germany.
Duerr said the bill could not "just be rushed through Parliament" as all shareholders had to be addressed on the matter.
He said the move had come as a surprise.
"[SARB governor] Gill Marcus called me on Wednesday last week and we spoke for half an hour."
Duerr said he was speaking to his lawyers and would "take it from there".
Shortly after speaking to Sapa, Duerr issued a statement by email, in which he said both he and other shareholders were "dismayed that the Minister of Finance and Cabinet, following no contact with the shareholders whatsoever, had adopted the SARB position that open debate and discussion around their activities constitutes inappropriate and disloyal behaviour".
The statement said the proposed bill was a complicated way to avoid the long overdue and necessary changes to the SARB Act and its management.
"It will be a costly and legally challenging endeavour, especially in respect to the international treaties signed by the Republic," Duerr said.
He added that "the current governing party had now clearly signalled their economic intent, notwithstanding long and loud protests by its senior office bearers that there would be no confiscation of assets nor dispossession of rights".
Duerr said it was "a sad day" when an institution such as the SARB had to hide from honest and open debate in a "cowardly manner".
Earlier Gordhan said the Cabinet had approved the bill that would limit shareholders' activities.
He said the government would look closely at the bill in the next three to six months to iron out any problems "that may have been missed this time".
It had come to the SARB's attention that a "fringe group" was attempting to improperly mobilise their shares as well as share profits and assets in an attempt to influence decisions.
"It has come to the attention of the government that a number of shareholders are involved in activities which could undermine the bank's independence," Gordhan said.
Cabinet considered this unacceptable and had agreed that urgent legislative steps had to be taken to protect the SARB's independence.
The Reserve Bank's shareholders are limited to own 10,000 shares, with voting restricted to one vote for every 200 shares held. Each shareholder is allowed a maximum of 50 votes.
Gordhan said one of the objectives of the bill was to prevent abuse and the formation of voting blocks by the SARB's "limited number" of shareholders.
"The amendments to the act seek to curb circumvention of this limit by introducing the concept of 'associate' and 'close relative' and extend the restriction to such associated and close relatives.
"The purpose is to ensure that no shareholder can create a 'bloc' of voting interests, thereby exerting influence that was clearly intended to be limited by setting a maximum number of shares that could be owned and voted on by any individual or institution," he said.