Cebu Shipyard and Engineering Works, Inc.

April 17, 1998 PSE CIRCULAR FOR BROKERS NO. 704-98 SUBJECT : Cebu Shipyard and Engineering Works, Inc . Further to Circular No. 622-98 dated April 7, 1998, Cebu Shipyard and Engineering Works, Inc. ("CSE") furnished the Exchange on April 16, 1998 a copy of SEC Form 34-A (Preliminary Proxy Statement) in connection with its Annual Stockholders' Meeting which will be held on May 22, 1998 at 11:00 a.m., at the Hotel Cesario, Bo. Pusok, Lapu-Lapu City, Cebu. The agenda for the meeting shall be as follows: 1. Call to Order 2. Proof of Notice of Meeting and Certification of Quorum 3. Reading and Approval of the Minutes of the Previous Meeting of 13 June 1997 4. Chairman's Address 5. Presentation and Approval of the 1997 Annual report/Audited Financial Statements LLpr 6. Ratification of the Acts and Proceedings of the Board of Directors, Officers and Management of the Corporation during the year under review 7. Declaration of Dividend. 8. Renewal of Management and Technical Consultancy Agreement 9. Asset-for-share swap with Keppel Cebu Shipyard, Inc. (new company) 10. Exchange of CSEW shareholding in Keppel Cebu Shipyard, Inc. (new company) with Kepphil Shipyard, Inc. (KSI) shares 11. Exchange of CSEW shareholding in KSI with Keppel Philippines Holdings, Inc.'s shareholdings and advances in SM Keppel Land, Inc. aisadc 12. Amendment of the Amended Articles of Incorporation Article I To change the company name from Cebu Shipyard and Engineering Works, Inc. to Keppel Philippines Properties, Inc. Article II To change the primary purpose of the company to property holding and development Article III To increase the authorized capital stock of the company 13. Declassification of Class "A" and Class "B" shares into Classless Common shares 14. Election of Directors 15. Directors' Remuneration 16. Appointment of Independent Auditor 17. Such other matters as may properly come up before. the meeting 18. Adjournment As previously announced, stockholders of record as of April 22, 1998 , are entitled to notice of, and to vote at, said meeting. cdlex A copy of CSE's SEC Form 34-A is available for reference at the PSE Library and PSE-Plaza Administration Office. For your information. (SGD.) REYNOLD P. ONG Vice-President, Listings and Disclosure Group