Bermuda Takeover Code

Jardine Matheson Hldgs Ld
05 June 2003

AMENDMENTS TO THE BERMUDA TAKEOVER CODE FOR
JARDINE MATHESON HOLDINGS LIMITED


The Bermuda Takeover Code (the '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 Code is based on the UK City Code on Takeovers and Mergers and the
amendments were made primarily to bring the Code into line with certain UK
Takeover Code Panel Statements made in 2001 and to clarify certain aspects of
the Regulations.  In addition, there are further amendments to the Regulations
dealing with the effect of share repurchases to reflect the Company's
circumstances consistent with other Regulations.

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

5th June 2003

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 (i) to bring them into line with
     certain UK Takeover Code Panel Statements made between 1st January 2001 and 31st December 2001, (ii) to
     deal with the effect of share repurchases on the so-called 'creeper' provisions, and (iii) to clarify
     the drafting and remove possible misinterpretations relating to the last amendments made to the Bermuda
     Code.

2    Amendments to the Bermuda Code

2.1  A new Regulation 3(10) has been introduced to provide that the Company may request the Bermuda Monetary
     Authority to require a potential offeror who has announced that he is considering making an offer for
     the Company to clarify his intentions, i.e. to 'put up or shut up', either by announcing his firm
     intention to make an offer or by announcing that he does not intend to make an offer or to do so unless
     certain events occur or within a particular period.

2.2  A new Regulation 3(5)(b) has been introduced to provide that an offeror must disclose in an offer
     announcement any arrangements or agreements which relate to circumstances in which it may or may not
     seek to invoke any conditions or pre-conditions to its offer and the consequences of its doing so.

2.3  Regulation 20(1)(c), which restricts the information which may be disclosed at meetings of
     representatives of the offeror or the Company with shareholders or others held during an offer period,
     has been amended so as to apply to meetings held prior to an offer period.

2.4  Regulation 20(2), which requires any information given to one offeror or potential offeror to be given
     to another offeror or potential offeror, has been amended (a) to clarify the circumstances when
     information is passable, (b) to explain what conditions may be attached to the passing of information,
     and (c) to indicate how it operates for mergers and reverse takeovers.

2.5  Regulation 21(6), which limits the amount of any inducement fee payable in the event of an offer not
     proceeding to 1% of the offer value, has been amended (a) so as to replace 1% of the offer value by 1%
     of the value of the offeree company calculated by reference to the offer price, and (b) to clarify its
     application to whitewash transactions where the limit is to be 1% of the value of the offeree company
     immediately prior to the offer announcement. There is a consequential amendment to Appendix 1(3).

2.6  Regulation 24(3), which prescribes additional information to be included in offer documents, has been
     amended by requiring an offeror to give details of any agreements or arrangements relating to
     circumstances when it may seek to invoke a condition to its offer and the consequences of its doing so.
     A consequential amendment has also been made to Regulation 26(8) to provide that any such agreements or
     arrangements should be put on display.

2.7  Regulation 37, which deals with the effect of share repurchases on the 'creeper' limit applicable to
     acquisitions by a major shareholder, has been amended so that increases in percentage shareholdings
     resulting from share repurchases will, in general, count against the 'creeper' limit. Provisions have
     been included to permit a vote of independent shareholders to be sought on an annual basis to waive the
     requirement to make a mandatory offer that would otherwise arise.  In addition, under the revised
     Regulation, the first 1% movement in percentage holding in any twelve-month period resulting from share
     repurchases shall not count against the 'creeper' limit.

3    Drafting Improvements

     Minor drafting improvements have been made to Regulations 3(4)(b) and 24(2) to remove possible
     misinterpretations.





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