PSE Circular for Brokers No. 1102-98

May 19, 1998 PSE CIRCULAR FOR BROKERS NO. 1102-98 Philippine Stock Exchange 4/F Philippine Stock Exchange Center Exchange Road, Ortigas Center Pasig City Attention: Listing and Disclosure Group Disclosure Department Gentlemen : Greetings! Please be informed that PNOC Exploration Corporation (PNOC-EC) will hold its 1998 Annual Stockholders' Meeting on June 9, 1998, Tuesday, 4:00 P.M. at PNOC Energy Development Corporation (PNOC EDC) Canteen, Building 5, PNPC Complex, Merritt Road, Fort Bonifacio, Taguig, Metro Manila. PNOC-EC's stockholders of record as of June 1, 1998 are entitled to notice and to vote in person or by proxy at the meeting. The stock and transfer book of PNOC-EC shall be closed from June 2, 1998 to June 9, 1998. Attached is the Notice/Agenda for the 1998 Annual Stockholders Meeting. Thank you. Very truly yours, (SGD.) ELPIDIO M. GAMBOA, JR. Corporate Secretary NOTICE OF ANNUAL STOCKHOLDERS MEETING Notice is hereby given that the regular Annual Stockholders Meeting of PNOC EXPLORATION CORPORATION (PNOC-EC) will be held at PNOC-EDC Canteen, Bldg. 5, PNPC Complex, Merritt Road, Fort Bonifacio, Taguig, Metro Manila on June 9, 1998 at 4:00 P.M. for the following purposes: AGENDA 1. Call to Order 2. Report on Attendance and Quorum 3. Adoption of the Agenda 4. Reading and Approval of the Minutes of the June 10, 1997 Stockholders Meeting 5. Management Reports 6. Ratification of Management Acts and Proceedings since the last Stockholders Meeting 7. Election of Directors 8. Amendment to Stockholders Resolution No. 4, S'97 increasing the authorized capital stock of PNOC-EC from P1.2 billion to P3.5 billion by further authorizing debt-to-equity conversion of PNOC's loans, including interests, to PNOC-EC of P575 million as PNOC's subscription and payment for the increase in authorized capital stock. 9. Amendment to Articles of Incorporation of PNOC-EC for Additional and Amended Secondary Purposes and their Activation, namely: a. Expanded Operation of Energy Supply Base (ESB) b. Generate, Transmit, Buy, Sell Electricity 10. Other Matters 11. Adjournment Stockholders of record as of June 1, 1998 entitled to notice and to vote in person or by proxy at the Meeting. For this purpose, the Stock and Transfer Books of PNOC-EC shall be closed from June 2, 1998 to June 9, 1998. Proxies duly executed by stockholders who will not be able to attend the Meeting should be sent to the undersigned Corporate Secretary of PNOC-EC at least three (3) days before June 9, 1998 Stockholders Meeting at PNOC-EC Building 1, Merritt Road, Fort Bonifacio, Taguig, Metro Manila. May 15, 1998, Taguig, Metro Manila (SGD.) ELPIDIO M. GAMBOA, JR. Corporate Secretary