PSE Circular for Brokers No. 1421-99

June 17, 1999 PSE CIRCULAR FOR BROKERS NO. 1421-99 16 June 1999 PHILIPPINE STOCK EXCHANGE PSE Centre, Exchange Road Ortigas Center, Pasig City Security Code No.: PR-060 Attention: Disclosure Department Listings and Disclosure Group Gentlemen : Please be advised that the Board of Directors of KEPPEL PHILIPPINES HOLDINGS, INC. (KPHI) in its meeting today (16 June 1999) at 11:00 a.m. at Unit 3-C Country Space I Building, Sen. Gil J. Puyat Ave., Salcedo Village, Makati City, had approved the following matters: 1. Dividend Declaration The Board of Directors approved a 7% stock dividend to be taken from the existing authorized capital stock. Said dividend shall be given to stockholders of record as of 12 July 1999. The issuance date shall be 10 August 1999. 2. Amendment of the Articles of Incorporation Re : a) Increase in Authorized Capital Stock The Board deferred approval on the amendment of the articles of incorporation relative to the increase in authorized capital stock of KPHI. b) Convertibility of Class "B" shares to Class "A" shares The Board of Directors approved the amendment of the seventh article of the company's articles of incorporation re convertibility of Class "B" shares to Class "A" shares and thus, enable the company to become a Filipino corporation in the near future. Thus, the Seventh Article of the Articles of Incorporation shall read as follows: Seventh : That the capital stock of the corporation is Six Hundred and Sixty-Five Million Pesos (P665,000,000.00), Philippine Currency and said capital stock is divided into Six Hundred and Sixty-Five Million (665,000,000) shares of the par value of ONE PESO (P1.00) each and which shares shall be comprised of Two Hundred and Three Million (203,000,000) Class "A: shares which can be owned only by Filipinos and Four Hundred and Sixty-Two Million (462,000,000) Class "B" shares which may be owned by foreigners. Provided however, that a shareholder of Class "B" shares may convert his shareholdings to Class "A" shares if qualified and provided finally, that there is sufficient Class "A" shares to accommodate the conversion . LLjur 3. Appointment of External Auditor The Board of Directors approved the appointment of Sycip, Gorres Velayo & Co. (SGV) as the corporation's external auditor for the financial year 1999. 4. Purchase of Company's Shares as Treasury Stocks The Board of Directors approved the buy-back of the company's shares from the market. The amount allocated for the buy-back of the shares is Five Million Pesos (P5,000,000.00). The matters mentioned under nos. 1, 2(b) & 3 above shall be submitted to the stockholders of KPHI in their Annual Stockholders Meeting to be held on 18 June 1999 at 11:00 am at the Ballroom 2, New World Renaissance Hotel, Esperanza St., cor. Makati Ave., Makati City, for their approval and ratification. cdll We trust that the above disclosures complies with the rules and regulations of the Exchange. STOCK DIVIDEND UPDATE STOCK 7% EX-STOCK JULY 6, 1999 RECORD DATE JULY 12, 1999 DATE PAYABLE AUGUST 10, 1999 Very truly yours, (SGD.) CHEE FOOK MENG Corporate Information Officer