Re AGM

Jardine Matheson Hldgs Ld
17 May 2001


The following announcement was issued to the London Stock Exchange
on 17th May 2001.

Chairman Highlights Success in Creation of Value for Shareholders
at Jardine Matheson Annual General Meeting

  -    Three year total shareholder return among highest for
       Asian conglomerates
  -    Strength of Group structure contributes to value creation
  -    Good prospects for further growth in earnings per share
       in 2001

Bermuda,  17th  May 2001 -- Jardine Matheson Holdings  Limited
today  released  a  statement  made  by  its  Chairman,  Henry
Keswick,  to  shareholders  at the  Company's  Annual  General
Meeting.

In  the statement, Mr. Keswick recommended shareholders reject
certain  resolutions, similar to those they rejected in  2000,
aimed  primarily  at  changing the structure  of  the  Jardine
Matheson  Group.  He said that they are not conducive  to  the
success of the Company and risk the destruction of shareholder
value.

Mr.  Keswick  pointed to Jardine Matheson's strong  growth  in
earnings  in  2000, the total returns in US dollars  averaging
20%  per  annum over three years and the growth in  net  asset
value per share increasing by an average of 18% per annum over
ten years as evidence of the Company's ability consistently to
deliver  value,  despite the volatility of the  Asian  region.
'We  have  been able to achieve such good returns in no  small
part   because   of  the  benefits  of  the  Group's   current
shareholding  structure,' Mr Keswick said.  'We will  continue
to   dedicate  our  efforts  to  generating  strong  operating
performances which create sustainable shareholder value.'

Jardine  Matheson is well respected for its transparency,  its
high  ethical standards and its strict adherence to  the  laws
and  regulations governing the Company.  Mr. Keswick said  the
guiding  principle that must be followed is that the Directors
and  management of the Company should be allowed  to  set  the
priorities and strategic direction, as it is they who have the
detailed  knowledge  of the business.   The  Board  is  always
prepared to consider the views of shareholders, and takes  its
obligations  to act in the interests of all shareholders  very
seriously.

'Looking forward, we expect to see a continuing improvement in
recurrent earnings per share in 2001.  Our businesses are well
positioned  and  offer  excellent  opportunities  for   future
growth,' Mr. Keswick concluded.

Attached  are  Mr. Keswick's Annual General Meeting  Statement
and  the Total Shareholder Returns Schedule distributed to the
meeting.

Jardine  Matheson  is  a multinational  group  of  seven  core
businesses focused primarily on the Asia-Pacific region.   Its
operations  employ some 150,000 people and its activities  are
leaders  in  the  fields  of property,  hotels,  supermarkets,
consumer  marketing,  engineering and construction,  insurance
broking and motor trading.


For further information, please contact:

Jardine Matheson Limited
Neil M McNamara                               (1 441) 239 8128

Matheson & Co.
Martin Henderson                             (44) 20 7816 8135

Golin/Harris Forrest
David Dodwell                                  (852) 2501 7902
Leslie Fung                                    (852) 2501 7905

Golin/Harris Ludgate
Richard Hews                                 (44) 20 7324 8888
Trish Featherstone



Statement Made by the Chairman
of Jardine Matheson Holdings Limited at the
Annual General Meeting of the Company held on 17th May 2001

It  is  disappointing that such resolutions are being  raised,
even  though  very  similar  resolutions  were  overwhelmingly
rejected  by  shareholders  at  last  year's  Annual   General
Meeting.

However, as a Board committed to safeguarding the interests of
all   shareholders,  we  have  again  considered  the   issues
carefully, and have again concluded that the proposals are not
conducive  to  the  success  of the  Company.   The  proposals
continue  to  display a lack of understanding  of  the  region
within   which  the  Group  operates,  and  would   risk   the
destruction  of  shareholder  value.   Therefore,  your  Board
unanimously recommends that, as last year, shareholders reject
the proposed resolutions.

We  believe  it  more worthwhile to continue to  dedicate  our
efforts  to generating strong operating performances, such  as
those   recently  announced,  which  will  create  sustainable
shareholder value.  The work we have done to reshape the Group
in  recent years has produced real results.  We have  achieved
shareholder returns in United States dollars averaging 20% per
annum  over  the past three years, which is one  of  the  best
performances among Asian conglomerates.  In addition  our  net
asset  value per share has increased by an average of 18%  per
annum  over the past ten years, which is far in excess of  the
performance of the Morgan Stanley Capital International  index
for Asia Pacific ex. Japan.

Turning  to the issues raised by the resolutions, the  guiding
principle  that  must be followed is that  the  Directors  and
management  of  the  Company should  be  allowed  to  set  its
priorities and strategic direction.  It is they who  have  the
detailed  knowledge of the business and can make  an  informed
assessment of opportunities, risks and the potential impact of
market  and economic conditions.  While we are always prepared
to  consider  the  views of shareholders, the final  decisions
must rest with the Board.

We  have, in the Addendum to Notice of Annual General Meeting,
given  our  reasons  for  recommending  shareholders  to  vote
against  the  proposals.  However, I would like  to  reinforce
some  points.   With  respect  to the  proposal  to  privatize
Jardine  Strategic, the Board regularly reviews the  Company's
investment  strategy,  and  that includes  the  level  of  its
shareholding  in  Jardine  Strategic.   We  believe  that  the
privatization  scenario  outlined  would  be  ill-advised  and
detrimental   to   Jardine   Matheson,   and   therefore   its
shareholders, owing to the inherent unnecessary risks, such as
over-borrowing at a time of regional and global uncertainty.

The  current  structure was approved by shareholders  and  the
relevant  regulators.  It was in place when the  requisitioner
made  the  decision  to commit a significant  portion  of  its
clients' money to investing in Jardine Matheson shares, and is
entirely  appropriate - and not untypical -  for  the  markets
within   which   Jardines  operates.   The  cross-shareholding
provides   a  crucial  element  of  stability  against   which
management  can concentrate on growing their businesses  in  a
region  marked by considerable volatility, as has been vividly
demonstrated over the past few years.

The Board has always taken its obligations to all shareholders
very  seriously.  Jardines is highly transparent -  indeed  it
exceeds the financial disclosure levels practised by virtually
all other companies in the region - and has the reputation  of
operating  to  the highest ethical standards.  As  a  Bermuda-
incorporated  company, with listings in London and  Singapore,
the  Company complies fully with all applicable governing laws
and regulations and is subject ultimately to the British legal
system.   We  are  proud  of  our culture  of  good  corporate
governance.  Our share trading facilities operate effectively,
and there is no evidence that any lasting benefit would accrue
if we listed in Hong Kong.

Looking forward, we expect to see a continuing improvement in
recurring earnings per share in 2001, building on  our strong
earnings growth in 2000.  Our businesses are  well positioned
and offer excellent opportunities for further development.

Before  closing,  I  would like to take  this  opportunity  to
clarify the Board's decision to allow these resolutions to  be
proposed.  Last year the requisitioners did not meet the basic
requirements laid down in the company law.  Despite  this,  we
allowed the resolutions to go ahead.

Given  the  cost to Jardine Matheson shareholders  of  such  a
debate,  we  are,  as  I  have  said,  disappointed   that   a
substantially  similar  set  of  resolutions  has  again  been
proposed  this year.  The requisitioners have again failed  to
meet  Bermuda's  legal  requirements.  Nevertheless,  we  have
decided  to allow the resolutions to go forward for  a  second
year  so that any lingering questions can be addressed and  to
counter  any  ill-informed claims that we were  frustrating  a
genuine shareholder process.

In  the interests of shareholders, we are making it clear that
we  will  not allow such an exercise to take place  in  future
without  full  respect  for the law and  compliance  with  the
relevant regulations.

In summary, the business strategy we are pursuing is creating
value for all shareholders, as demonstrated  by the Company's
top quartile returns.  The cross-shareholding and the current
listings remain appropriate for  the  Asian  region where the
Group's assets are mainly situated.

Your Board unanimously recommends you once again to vote
against these resolutions.

_____________________________________________________________________

Total Shareholder Returns* (Compound Average Growth Rate)
in United States Dollar as at 27 April 2001

                        1 year   3 year       5 year      10 year

1  JARDINE MATHESON     57.76%   19.67%  (3)   0.54%  (5)   8.32%  (7)
2  JARDINE STRATEGIC    37.58%   15.62%  (6)   6.15%  (4)   9.46%  (6)
3  CHINA RESOURCES
    ENTERPRISE          17.76%   -4.54% (12)  20.70%  (1)  20.51%  (2)
4  WHEELOCK & CO.       17.43%   -2.40% (11) -14.56% (11)   5.90%  (8)
5  CHEUNG KONG
    HOLDINGS            -0.20%   21.42%  (2)  12.59%  (3)  20.43%  (3)
6  SWIRE PACIFIC 'A'    -3.98%    4.94%  (8)  -4.61%  (7)  12.46%  (5)
7  NEW WORLD
    DEVELOPMENT         -7.29%  -25.03% (16) -21.68% (13)   2.25%  (9)
8  SIME DARBY BERHAD   -10.13%    6.74%  (7) -15.63% (12)   1.64% (10)
9  MITSUBISHI
    CORPORATION        -11.85%    1.45% (10) -10.81%  (9)  -1.52% (13)
10 ITOCHU 
    CORPORATION        -13.43%   19.40%  (4) -10.61%  (8)  -0.92% (12)
11 HUTCHISON 
    WHAMPOA            -14.98%   26.23%  (1)  16.85%  (2)  23.84%  (1)
12 AYALA 
    CORPORATION        -22.77%  -16.67% (14) -13.28% (10)  -0.36% (11)
13 KEPPEL 
    CORPORATION        -25.45%  -12.41% (13) -23.14% (14)  -5.52% (14)
14 CITIC PACIFIC       -33.19%    4.43%  (9)  -1.57%  (6)  19.57%  (4)
15 SAMSUNG
    CORPORATION        -58.74%   15.76%  (5) -27.35% (15) -12.30% (15)
16 ASTRA
    INTERNATIONAL      -73.17%  -19.39% (15) -29.42% (16) -21.25% (16)

17 MSCI ASIA PACIFIC
    EX-JAPAN           -32.29%   -2.61%       -6.66%        3.21%

* Based  on  data  adjusted  to US Dollars  and  assuming  that
  dividends are re-invested to purchase additional units of  an
  equity  at  the  closing price applicable on the  ex-dividend
  date.

()Number  in  the bracket represents the ranking of shareholder
  returns  of  the company in terms of 3 year, 5 year,  and  10
  year Compound Average Growth Rate.
_____________________________________________________________________

_____________________________________________________________________

Net Asset Value Based Returns* (Compound Average Growth Rate)
for period to 31 December 2000

                             1 year    3 year    5 year  10 year

JARDINE MATHESON (Note 1)    73.28%    14.45%    13.33%   17.97%
JARDINE STRATEGIC (Note 1)   31.04%    11.63%     4.42%    8.58%
SWIRE PACIFIC 'A'            13.28%    -1.93%    -0.18%   10.05%
BERKSHIRE HATHAWAY            6.51%    16.64%    22.89%   24.25%
BRANDES EMERGING MARKETS 
 EQUITY (Note 2)            -17.19%     3.70%     1.19%       na
BRANDES INTERNATIONAL
 EQUITY (Note 3)              2.79%    22.02%    20.47%   19.37%
FIDELITY INTERNATIONAL
 GROWTH AND INCOME          -14.06%    13.26%    11.89%   10.43%
FIDELITY PACIFIC
 BASIN FUND                 -35.32%    15.43%     4.89%    7.04%
VANGUARD
 INTERNATIONAL GROWTH        -8.60%    10.53%     9.97%   10.28%

Notes:

1 Book value basis NAV and market value basis NAV are used  for
  Jardine  Matheson  and  Jardine  Strategic  respectively,  in
  accordance   with  the  bases  adopted  in  their  respective
  published accounts.
2 Based on Brandes published data, net of commissions and other
  execution costs.  Fund inception:  31 December 1994.
3 Based on Brandes published data, net of commissions and other
  execution costs.

* Based  on  assumption  that  dividends,  capital  gains   and
  interest are re-invested at net asset value per share,  where
  applicable.
_____________________________________________________________________


www.jardines.com    Source:  UBS  Warburg (Published  accounts,
                    FactSet, Bloomberg, Datastream, Brandes)