Notice of Annual Stockholders' Meeting

April 7, 1998 PSE CIRCULAR FOR BROKERS NO. 644-98 NOTICE OF ANNUAL STOCKHOLDERS' MEETING To All Stockholders : Notice is hereby given that the 1998 Annual Meeting of the stockholders of SOUTH CHINA PETROLEUM & EXPLORATION, INC. shall be held on May 08, 1998 at 2:00 p.m. at The Peninsula Manila, corner Ayala and Makati Avenues, Makati City. The Agenda for said meeting as is follows: LLphil 1. Proof of notice and quorum; 2. Reading and approval of previous Minutes; 3. Report of Management 4. Ratification of the acts of the Board of Directors and Officers; 5. Approval of amendment to the Corporation's Articles of Incorporation changing the corporate name; 6. Election of Directors; 7. Appointment of Auditors; 8. Other Matters; and 9. Adjournment For the purpose of the meeting, only stockholders of record at the close of business on April 18, 1998 shall be entitled to notice of and to vote at the meeting. The Stock and Transfer Book of the Corporation shall be closed from April 18, 1998 to May 8, 1998. If you cannot attend the meeting but would like to be representative thereat, you may accomplish the enclosed Proxy form and promptly return the same to the Corporation on or before April 28, 1998. Said proxies shall be validated on April 30, 1998 at 10:00 a.m. at the Corporation's principal offices at the 8/F V. Madrigal Building, 6793 Ayala Avenue, Makati City. Please note, however, that Management is not asking you for a proxy and you are requested not to send Management a proxy. April 06, 1998 (SGD.) JAIME M. BLANCO, JR. Corporate Secretary