Jardine Matheson : Circular to Shareholders - Scrip Dividend Scheme

29th March 2017 Dear shareholder,

On 2nd March 2017, your Directors recommended a final dividend for 2016 of US$1.12 per ordinary share, which is payable in cash in United States dollars on 11th May 2017 (the 'Dividend Payment Date'). Your Directors are also pleased to offer you the alternative of receiving new ordinary shares of Jardine Matheson Holdings Limited (the 'Company') credited as fully paid in lieu of the 2016 final dividend.

The scrip dividend scheme enables shareholders to increase their holding of ordinary shares without incurring dealing or other costs. To the extent that shareholders elect to receive new ordinary shares, the Company will also benefit by retaining cash which would otherwise be payable by way of dividend.

This letter constitutes an offer by the Company for you to participate in the scrip dividend scheme for the 2016 final dividend. Shareholders may elect to receive new ordinary shares in respect of part or all of their dividends, calculated by reference to the market value of the ordinary shares based on the average of the United States dollar prices of the ordinary shares on the Singapore Exchange Securities Trading Limited for the five trading days up to and including 21st April 2017.

For each dividend in respect of which a scrip dividend is offered, there will be a date on which shareholders qualify to elect for either a cash dividend and/or a scrip dividend of new ordinary shares. The offer of the scrip dividend alternative is not available to shareholders with registered addresses in the United States of America or Canada or any beneficial owner of ordinary shares who is a U.S. or Canadian person (further details are set out in Part E of the Appendix).

The Scheme gives registered shareholders holding in certificated form the choice to receive:

1. new ordinary shares for the whole of the current dividend instead of cash; or

2. part of their current dividend in new ordinary shares and part in cash; or

3. new ordinary shares instead of cash for the whole of the current and future dividends by making a permanent election (although they will remain entitled to choose cash in respect of any future dividend at the time that the offer of any scrip dividend alternative is made).

Set out in Part B of the Appendix to this letter are full details of the scrip dividend scheme together with an explanation of the steps registered shareholders need to take if they wish to receive new ordinary shares in respect of part or all of their dividend.

If you already have in place a permanent election to receive new ordinary shares under the scrip dividend scheme, you will find a Form of Notification enclosed with this letter. You need take no further action if you wish to receive new ordinary shares in lieu of the cash dividend on the whole of your holding stated on the Form of Notification.

If you do not have in place a permanent election and you wish to receive new ordinary shares in lieu of a cash dividend on all or part of your holding, you should complete, sign and return the enclosed Form of Election and Mandate to the relevant registrar or transfer agent of the Company at the address given on the form so that it is received not later than

4.00 p.m. (local time) on 21st April 2017, being the last day on which shareholders are entitled to make their election (the 'Election Date').

Holders of shares in the Company in uncertificated form through the CREST system in the United Kingdom by way of depository interests may elect to receive interests in new ordinary shares for the whole or part of their current dividend. Holders of shares in the Company in uncertificated form through The Central Depository (Pte) Limited ('CDP') system in Singapore may elect to receive new ordinary shares for the whole or part of their current dividend.

A permanent election is not available to holders within the CREST or CDP systems. Details of how these holders can participate in the scrip dividend scheme are set out in Parts C and D of the Appendix, respectively.

The Company's dividends are declared in United States dollars, although there are certain currency alternatives depending on how shareholders hold their shares.

Shareholders on the Jersey branch register of members will receive their dividends in United States dollars unless they exercise the option to elect for the sterling alternative. Holders within the CREST system will receive their dividends in sterling only. Dividends to be paid in sterling are calculated by reference to the rate prevailing within ten business days prior to the Dividend Payment Date.

Existing currency elections for shareholders on the Jersey branch register are indicated on the Form of Election and Mandate which has been sent to them. These shareholders who wish to receive their dividend in the alternative currency should notify Capita Asset Services, the United Kingdom transfer agent, by completing and returning Part B of the Form of Election and Mandate so that it is received not later than 4.00 p.m. (local time) on the Election Date.

Shareholders on the Singapore branch register of members will receive their dividends in United States dollars. Holders within the CDP system can also elect through CDP to receive Singapore dollars in respect of this dividend by completing the relevant section of the Form of Election for Direct Securities Account Holders or Depository Agents, as appropriate.

Dividends paid by the Company will be paid gross and will not be subject to any deduction or withholding by the Company in any jurisdiction. Whether or not it is to your advantage to receive new ordinary shares or cash, in whole or in part, depends upon your own individual circumstances, and the decision in this regard and all effects resulting therefrom, including any taxation consequences, is the sole responsibility of each shareholder. IF YOU ARE IN ANY DOUBT AS TO WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER.

Yours sincerely,

Chairman

1. Introduction

   The following explains how the scrip dividend scheme (the 'Scheme') will operate and contains further details of the Scheme. There are separate explanations for registered shareholders, for holders within the CREST system in the United Kingdom and for holders within the CDP system in Singapore, as set out below in Parts B, C and D, respectively.

   The offer of the scrip dividend alternative is not available to shareholders with registered addresses in the United States of America or Canada or any beneficial owner of ordinary shares who is a U.S. or Canadian person (for further details see paragraph 3 of Part E below).
2. How many new ordinary shares will you get?

For the purpose of calculating the number of new ordinary shares to be allotted under the scrip election, the market value of the new ordinary shares will be based upon the average of the volume weighted average prices in United States dollars on the Singapore Exchange Securities Trading Limited for the existing ordinary shares of the Company for the five trading days up to and including the Election Date. Consequently, it will not be possible to determine until that date the exact number of new ordinary shares to which shareholders electing to receive dividends in scrip will be entitled.

The basis of allotment of new ordinary shares will be notified to the stock exchanges where the Company's shares are listed as soon as available and will be confirmed to shareholders when share certificates in respect of the new ordinary shares arising from the scrip election are sent or when depository interests or shares are credited to their accounts in CREST or CDP, respectively.

As an indication of the number of new ordinary shares to which shareholders will be entitled, based on the volume weighted average price of the Company's ordinary shares on the Singapore Exchange Securities Trading Limited on 22nd March 2017 (being the latest practicable date prior to the printing of this document), shareholders will be entitled to receive one new ordinary share for every 58.64598 ordinary shares held, calculated by reference to the final dividend of US$1.12 per ordinary share.

The new ordinary shares will, on issue, rank pari passu with the existing ordinary shares.