PSE Circular for Brokers No. 1450-99

June 21, 1999 PSE CIRCULAR FOR BROKERS NO. 1450-99 18 June 1999 PHILIPPINE STOCK EXCHANGE PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Disclosure Department Listings and Disclosure Group Gentlemen : Please be advised that the stockholders of KEPPEL PHILIPPINES HOLDINGS, INC . (KPHI) in its meeting today (18 June 1999) at the Ballroom 2, New World Renaissance Hotel, Esperanza St., cor. Makati Ave., Makati City, had approved the following matters: 1. Dividend Declaration The stockholders approved the issuance of 7% stock dividend to be taken from the existing authorized capital stock and to be given to stockholders of record as of 12 July 1999. The issuance date shall be 10 August 1999. LLpr 2. Amendment of the Articles of Incorporation Re : Convertibility of Class "B" shares to Class "A" shares The stockholders approved the amendment of the seventh article of the company's articles of incorporation; said amendment is necessary to allow qualified shareholders of Class "B" shares to convert his shareholdings 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 Sixty Five Million Pesos (P665,000,000.00), Philippine Currency and said capital stock is divided into Six Hundred Sixty Five Million shares (665,000,000) shares of the par value of ONE PESO (P1.00) each and which shares shall be comprised of Two Hundred Three Million (203,000,000) Class "A" Shares which can be owned only by Filipinos and Four Hundred 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." 3. Election of Directors The following were elected directors for the year 1999-2000: 1. Loh Wing Siew 2. Hoe Eng Hock 3. Henry Sy, Sr. 4. Ramon J. Abejuela 5. Atty. Pedro A. Aquino, Jr. 6. Jose Manuel M. de Jesus 7. Teo Soon Hoe 8. Toh Ko Lin 9. Charles Yap Giok Twee 10. Fidel A. Bugayong 11. Geoff Phoon Chek Hoong 4. Appointment of External Auditor . The stockholders approved the appointment of Sycip, Gorres, Velayo & Co. (SGV) as the corporation's external auditor for the financial year 1999. We trust that the above disclosures comply 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