Keppel Philippines Holdings, Inc.

November 8, 1999 PSE CIRCULAR FOR BROKERS NO. 2844-99 SUBJECT : Keppel Philippines Holdings, Inc . Under the terms and conditions of Keppel Philippines Holdings, Inc.'s ("KPH") original registration with the Board of Investments (BOI) in 1975, the company has to comply with the Filipinization requirements of Republic Act 5186 which requires that the company has to be localized within 30 years from the date of registration, i.e. by year 2005. The current shareholding structure of the company is 67% foreign and 33% Filipino. During KPH's Board of Directors and stockholders' meeting held on 16 June 1999 and 18 June 1999, as disclosed in Circular Nos. 1421-99 and 1450-99, respectively, the resolutions with regard to the amendment of the seventh article of the company's Articles of Incorporation which is necessary to allow qualified shareholders of Class "B" shares to convert their shareholdings to Class "A" shares and thus enable the company to become a Filipino corporation in the near future, were approved. Thereafter, on 13 October 1999 the Securities and Exchange Commission (SEC) approved its Amended Articles of Incorporation, particularly the amendment to Article VII, stated 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 (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 the 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." LibLex For your information. prcd (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group