DBSH TO MAKE CERTAIN NON-VOTING SHARES REDEEMABLE

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One-For-One Exchange Of 94.9m Non-Voting Shares Of DBSH For New Non-Voting Redeemable Shares By Way Of Capital Reduction

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EXCHANGE PROVIDES ADDITIONAL FLEXIBILITY TO MANAGE CAPITAL STRUCTURE AND OPPORTUNITY TO REDUCE OVERHANG OF NON-VOTING SHARES ON PRICE OF ORDINARY SHARES

SINGAPORE, 19 April - DBS Group Holdings ('DBSH') today announced a proposal to exchange 94.9 million of its issued non-voting preference shares of par value S$1 each (the "Non-Voting Shares") for new non-voting redeemable preference shares of par value S$1 each (the "Redeemable Shares") on a one-for-one basis (the "Exchange") by way of capital reduction. As of 14 April 2000, DBSH had 139.1 million issued non-redeemable Non-Voting Shares. About 44.2 million Non-Voting Shares are earmarked for the conversion of the outstanding Privatisation Exchangeable Notes due 2004 issued by Finlayson Global Corporation Limited into DBSH's ordinary shares of par value S$1 each (the "Ordinary Shares"), leaving a "free balance" of 94.9 million Non-Voting Shares. With the Exchange, the 94.9 million "free balance" Non-Voting Shares will become redeemable. The Redeemable Shares will have the same rights and are subject to the same restrictions as the Non-Voting Shares, except that DBSH may redeem the Redeemable Shares.

DBSH said that with the Exchange it aimed to have the additional flexibility to manage its capital structure and to reduce the overhang effect of the Non-Voting Shares on the price of DBSH's Ordinary Shares. DBSH continually evaluates opportunities and alternatives to maximise return on its capital while maintaining a prudent capital position so that it may manage its businesses with flexibility. It uses various methods to manage its capital structure, including diversification of sources of capital and efficient allocation of capital to business opportunities, and considers opportunities to buy back its Ordinary Shares.

Under the terms of the Redeemable Shares, DBSH may at any time and from time to time redeem any or all of the Redeemable Shares by notice to any or all of the holders thereof. There is no mandatory redemption. The redemption amount shall be between 95% and 105% of the average closing prices of DBSH's Ordinary Shares for five consecutive trading days prior to the date of the redemption notice. Holders of the Redeemable Shares have five business days after the date of the redemption notice to agree to the redemption of their Redeemable Shares, failing which the redemption notice shall lapse. Each redemption of the Redeemable Shares is subject to MAS' approval.

DBSH said that it had obtained approval from the Minister for Finance, as holder of all the Non-Voting Shares, and MAS for the Exchange. It has convened an EGM on 13 May 2000 to seek shareholders' approval for the Exchange and will apply to the High Court to confirm the capital reduction.

A copy of the Circular convening the EGM will be made available at www.dbs.com

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