Bermuda Takeover Code

Jardine Matheson Hldgs Ld
17 May 2004

AMENDMENTS TO THE BERMUDA TAKEOVER CODE FOR
JARDINE MATHESON HOLDINGS LIMITED


The Bermuda Takeover Code (the 'Bermuda Code') for Jardine Matheson Holdings
Limited (the 'Company'), as set out in the Jardine Matheson Holdings Limited
Regulations 1993 (the 'Regulations'), has been amended by the Bermuda Monetary
Authority.  The Bermuda Code is based on the UK City Code on Takeovers and
Mergers (the 'UK Code') and the amendments were made primarily to bring the
Bermuda Code into line with certain amendments made to the UK Code.

A summary of the amendments is appended below and copies of the amendments are
also available from the Bermuda Monetary Authority at Burnaby House, 26 Burnaby
Street, Hamilton HM 11, Bermuda; the Company Secretary of Jardine Matheson
Holdings Limited at Jardine House, 33-35 Reid Street, Hamilton HM EX, Bermuda;
or from the Company's website www.jardines.com.

This announcement appears as a matter of record.


Neil M McNamara, Jardine Matheson Limited
for and on behalf of Jardine Matheson Holdings Limited

17th May 2004

www.jardines.com



Summary of the amendments made to the Jardine Matheson Holdings Limited
Regulations 1993


1     Introduction

      Jardine Matheson Holdings Limited (the 'Company'), which is incorporated in Bermuda, is subject to
      its own regulations (the 'Regulations') which set out the Bermuda Takeover Code (the 'Bermuda Code
      '). This is a summary of the more significant changes made to the Bermuda Code to bring them into
      line with certain amendments made to the UK City Code on Takeovers and Mergers (the 'UK Code')
      during 2002.  A number of the more minor amendments and the consequential changes have not been
      included in this general summary.

2     Amendments to the Bermuda Code

2.1   Further to the introduction by the UK Financial Services Authority of a competitive system for the
      dissemination of regulatory information, any announcement, notification or disclosure required to
      be made pursuant to any rule of the UK Code is now made to one of the 'Regulatory Information
      Services' ('RIS'), rather than to the Company Announcements Office of the London Stock Exchange.
      Corresponding amendments have been made to the Bermuda Code to reflect this change, in particular
      to Regulation 1(2) which provides a definition of RIS.

2.2   The UK Takeover Panel has amended the rules regarding purchases by the offeror of shares in the
      Company in exchange for securities, in particular: (i) the rules relating to offers where the
      offeror is required to make a securities offer to all shareholders; (ii) the circumstances in
      which purchases for securities are deemed to be purchases for cash and the circumstances in which
      the offeror is required to make a cash offer or a cash alternative offer where there have been
      purchases for a mixture of cash and securities; and (iii) the rules relating to offers for
      securities in the case of vendor placings. Similar amendments have been made to Regulation 12 of
      the Bermuda Code:

      2.2.1  Regulation 12(1)(b), which covers the situation where a cash offer or cash alternative
             offer is required, has been amended so that the qualifying period for consideration of
             purchases from directors or associates of the offeror or the Company (as vendors) under
             this Regulation is extended from nine to twelve months and the consideration period now
             also includes the offer period.

      2.2.2  Regulation 12(4) has been amended so that the period in which shares acquired for
             securities are deemed to have been acquired for cash is extended to include the period
             during, or in, the twelve months preceding the commencement of the offer period.

      2.2.3  A new Regulation 12(6) has been added to Regulation 12 to provide that: (i) where any
             shares carrying more than 10 per cent. of the voting rights have been acquired by an
             offeror or a person acting in concert with it, in exchange for securities, in the three
             months prior to the commencement of the offer period; or (ii) where the vendors are
             directors of, or associates of, the offeror or the Company, within the 12 months preceding
             the commencement of the offer period, any offer for that class of shares shall include an
             offer of such securities to all other holders of shares of that class, subject to certain
             restrictions.

      2.2.4  A new Regulation 12(7) has been added to Regulation 12 to provide that if an obligation to
             make a securities offer arises under Regulation 12(6), the same number of offeror
             securities must be offered to all other shareholders on the basis of the greater or
             greatest number of consideration securities received by the vendor for each Company share.

      2.2.5  A new Regulation 12(8) has been added to Regulation 12 to cover vendor placings so that
             where shares are acquired in exchange for securities and the offeror or any of its
             associates arranges the immediate placing of such securities for cash, the purchase will be
             deemed to be a purchase for cash. In such a case, no obligation to make a securities
             exchange offer under Regulation 12(6) will arise.

      2.2.6  A new Regulation 12(9) has been added to Regulation 12 to reflect the fact that there is no
             requirement to offer all shareholders securities pursuant to Regulation 12(6) if, in
             circumstances of a management buyout or similar transaction, the only offeree shareholders
             to have received securities are members of the management of the offeree company.

      2.2.7  A new Regulation 12(10) has been added to Regulation 12 to provide that a cash offer or a
             cash alternative offer is required in respect of all holders of a class of shares in
             circumstances where 10 per cent. or more of that class of shares has been acquired during
             the offer period or in the 12 months prior to the commencement of the offer period for a
             mixture of securities and cash.

2.3   Consequential amendments have been made to Regulation 8(a) to provide that an immediate
      announcement is required in the event of a securities exchange offer pursuant to Regulation 12.

2.4   Regulation 21(6)(a) has been amended to clarify the provisions in the Bermuda Code governing
      inducement fee arrangements, in particular to include break fees, penalties, put or call options
      and other provisions having similar effects.

2.5   A new Regulation 32(5) has been added to Regulation 32 to regulate and resolve competitive bid
      situations. The new Regulation 32(5) provides that if a competitive situation is continuing in the
      later stages of an offer period (on or after day 46), a mandatory open auction procedure, as
      outlined in detail in the new Regulation 32(5), will need to be followed by the competing
      offerors.

2.6   A new Regulation 35(5) has been added to Regulation 35 to restrict dealings in the Company's
      shares by a competing offeror (or any person acting in concert with that offeror) whose offer has
      lapsed under the competitive auction procedure provided in the new Regulation 32(5) (as detailed
      above).

2.7   Regulation 24(8)(f), covering the aggregation of dealings for disclosure purposes, has been
      amended to provide that: (i) dealings during the offer period are to be aggregated; (ii) dealings
      within the three months prior to the offer period are to be aggregated on a monthly basis; and
      (iii) dealings in the nine month period prior to the offer period are to be aggregated on a
      quarterly basis. The existing requirement that these rules apply only to the extent that they do
      not lead to any significant dealings thereby being concealed, is still in force. In addition,
      wording has also been added to this Regulation to provide that a list of all dealings must be sent
      to the Bermuda Monetary Authority for approval in advance of the posting of the offer document and
      that such list be made available for inspection.

2.8   For clarification, language has been added to Appendix 4 (Fees etc.) regarding, in particular,
      fees incurred by the Bermuda Monetary Authority in administering the Bermuda Code and the
      situation where fees and expenses incurred by the Bermuda Monetary Authority are recoverable from
      the Company.





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