PSE Circular for Brokers No. 2555-99

October 8, 1999 PSE CIRCULAR FOR BROKERS NO. 2555-99 October 7, 1999 PHILIPPINE STOCK EXCHANGE, INC . PSE Center, Exchange Road Ortigas Center, Pasig City Attention: Disclosure Department Listing and Disclosure Group Gentlemen: Please be advised that pursuant to the restructuring of the Keppel Group of Companies in the Philippines which is now on the second phase, the Board of Directors of KEPPEL PHILIPPINES PROPERTIES, INC . ( KPPI ) in its meeting today (7 October 1999) at 10:00 a.m. at Unit 3-C Country Space I Building, Sen. Gil J. Puyat Avenue, Makati City, had approved the following matter: 1. Exchange of Keppel Philippines Properties, Inc. (KPPI) shareholdings in Subic Shipyard and Engineering, Inc. (SSEI) and Consort Land, Inc. (CLI) with Keppel Philippines Marine, Inc. (KPM) KPPI will transfer its 62,635,751 SSEI shares and 656,838 CLI shares to KPM. In exchange, KPM will issue out of its unissued capital stock 100,508,087 shares to KPHI. The SSEI shares shall be transferred at its gross carrying value of P2.22 per share while the CLI shares will be transferred at par. 2. Exchange of KPPI's shareholdings in KPMI for Keppel Philippines Holdings, Inc.'s (KPHI) shareholdings in KPPI. KPPI will transfer its 159,242,289 KPM shares to KPHI. In exchange, KPHI shall transfer its shareholdings of 65,666,492 shares in KPPI to Keppel Land. The basis of the exchange shall be on the following valuations: (a) 12 times average 3 years earnings for KPM; and (b) Discount of 40% of Net Asset Value (NAV) of property related assets of KPPI. Using the said bases of valuation, the proportion of the transfer shall be 3,9556 KPM shares for each KPPI share. 3. Purchase of Keppel Land Ltd./Swansville's Pte. Ltd. shareholdings and advances in SM Keppel Land, Inc. with issuance of KPPI shares KPPI will acquire Keppel Land/Swansville's shareholding of 250, 000 shares and advances of P284,212,500.00 in SM Keppel Land, Inc.. In exchange, KPPI shall issue out of its capital stock 76,787,158 shares to Keppel Land/Swansville. The proportion of the said share-for-share swap shall be 569,8146 KPPI shares for each SMKL share and corresponding advances. We trust that the above disclosures comply with the rules and regulations of the exchange. Very truly yours, (SGD.) CHEE FOOK MENG Corporate Information Officer