Notice of Annual Stockholder's Meeting

March 24, 1998 PSE CIRCULAR FOR BROKERS NO. 459-98 NOTICE OF THE ANNUAL STOCKHOLDERS' MEETING Please be informed that the annual stockholder meeting of Imperial Resources, Inc. will be held on Tuesday, April 21, 1998 at 10:00 o'clock in the morning at the East Room, 2nd Floor, Manila Golf & Country Club, Inc., Harvard Road, Forbes Park, Makati City, Metro Manila, Philippines, for the purpose of: (1) electing the members of the Board of Directors; (2) approving the annual report and financial statements of the Company and (3) transacting such other business as may properly come up before the meeting. The stock and transfer book of the Company will be closed at the end of business hours at 5:00 o'clock P.M. on March 20, 1998 and will be reopened after the annual stockholders' meeting. Only stockholders of record in the books of the Corporation as of March 20, 1998 are entitled to notice and to vote at said meeting. cdlex Stockholders who cannot attend the meeting in person are requested to sign and deliver/mail the accompanying proxy form on time to reach the office of the Corporate Secretary at the above-indicated address, for inspection, recording and validation not later than 5:00 o'clock P.M. on April 14, 1998. (SGD.) VICENTE R. ACSAY Corporate Secretary IMPERIAL RESOURCES, INC. 82-J 4th Street, New Manila Quezon City, Metro Manila REGULAR ANNUAL STOCKHOLDERS' MEETING DATE : April 21, 1998 (Tuesday) TIME : 10:00 o'clock A.M. PLACE : East Room, 2nd Floor Manila Golf & Country Club, Inc. Harvard Road, Forbes Park Makati City, Metro Manila AGENDA 1. Secretary's Proof of Notice of Meeting 2. Quorum 3. Approval of the Minutes of the Regular Annual Stockholders Meeting held on April 16, 1996 4. Annual Report as at December 31, 1996 and December 31, 1997 a. President's Report b. Financial Statements 5. Approval by the stockholders of the Annual Report and the Financial Statements of the Corporation 6. Nomination and election of seven (7) directors 7. Proposed amendment of the Articles of Incorporation by changing the present par value of One Centavo (P.01) of the shares of stock to One Peso (P1. 00) per share, in compliance with Circular No. 308 of the Philippine Stock Exchange llcd 8. Other Matters 9. Adjournment