Notice of Annual Stockholders' Meeting

May 26, 1998 PSE CIRCULAR FOR BROKERS NO. 1144-98 NOTICE OF ANNUAL STOCKHOLDERS' MEETING NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of Jardine Davies Inc ., will be held at the Ballroom 2, New World Hotel, Esperanza St., Cor. Makati Avenue, Makati City, Metro Manila, Philippines, on Friday, June 26, 1998, at 11:00 a.m. The Agenda for this meeting is as follows: 1. Call to Order; 2. Certificate of Notice and Quorum; 3. Approval of the Minutes of the last Annual Stockholders' Meeting; 4. Report of the Chairman; 5. Ratification of All Acts and Proceedings of the Board of Directors and Corporate Officers; 6. Approval of the 1997 Audited Financial Statements; 7. Amendment of Article Sixth of the Articles of Incorporation decreasing the number of directors from eleven (11) to nine (9); 8. Amendment of Clause 13 of the By-Laws providing for the rules governing execution of documents; 9. Election of Directors; 10. Reappointment of External Auditors; 11. Transaction of such other matters as may properly come before the Meeting; and 12. Adjournment Only stockholders of record as at the close of business of April 27, 1998 are entitled to notice of, and to vote at, this meeting. BY ORDER OF THE BOARD OF DIRECTORS: (SGD.) BI YONG S. CHUNGUNCO Corporate Secretary