PSE Circular for Brokers No. 1099-98

May 21, 1998 PSE CIRCULAR FOR BROKERS NO. 1099-98 PHILIPPINE STOCK EXCHANGE PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Ms . Isabel Garcia Compliance & Surveillance Department Gentlemen : Please be advised that the Board of Directors of KEPPHIL SHIPYARD, INC. (KSI) in its Regular Meeting dated today, 21 May 1998, had approved the following matters, in respect to KSI's participation in the corporate restructuring of the Keppel Group of Companies. The following matters were approved by the Board of Directors of KSI: 1 . Acquisition by KSI of Cebu Shipyard & Engineering Works, Inc . 's (CSEW) shareholdings in Keppel Cebu Shipyard, Inc . (KCSI) in exchange for the issuance by KSI of its common shares . LexLib CSEW will transfer 298.5 million worth of its KCSI shares to Kepphil Shipyard, Inc. (KSI). In exchange, KSI will issue to CSEW out of its authorized capital stock, 298.5 Million worth of Common shares (KSI) shares) and the issuance thereof shall be coursed through the stock exchange. The ratio for said share-for-share swap is at 1:1. 2 . Amendment of the Articles or incorporation of KSI in respect to Article I to change the company name of KSI to Keppel Philippines Marine, Inc . The change in the corporate name are in line with the corporate restructuring of the Keppel Group of Companies. Keppel Philippines Marine, Inc. shall be involve all marine-related activities of the Keppel Philippine Group of Companies. 3 . Declaration of Stock Dividend 6% stock dividend declaration to stockholders of record as of 22 June 1998. The above matters shall be submitted to the stockholders of KSI in their Annual Stockholders Meeting dated 23 May 1998 10:00 am at Makati City, Philippines for their approval and ratification. We trust that the above disclosure complies with the rules and regulations of the Philippine Stock Exchange. Very truly yours, (SGD.) CHEE FOOK MENG Treasurer/VP-Administration