PSE Circular for Brokers No. 794-99

April 19, 1999 PSE CIRCULAR FOR BROKERS NO. 794-99 April 12, 1999 Philippine Stock Exchange Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Compliance & Surveillance Department Gentlemen: Please be informed that the annual stockholders' meeting of Imperial Resources, Inc. will be held on Wednesday, May 5, 1999 at 2:30 o'clock in the afternoon 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 or 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 April 5, 1999 and will be reopened after the annual stockholders' meeting. Only stockholders of record in the books of the Corporation as of April 5, 1999 are entitled to notice and to vote at said meeting. Stockholders who cannot attend the meeting may at their sole discretion, appoint in writing any representative to attend said Written authority shall be submitted for inspection and recording at the office of the Corporate Secretary at 1744 Dian Street, Palanan, Makati City, Metro Manila, not later than April 30, 1999 at 5:00 o'clock P.M. Copies of the notice of the annual stockholders' meeting and agenda of the meeting, are hereto attached for reference. Thanking you, we are Very truly yours, IMPERIAL RESOURCE, INC. By: (SGD.) VICENTE R. ACSAY Corporate Secretary NOTICE OF ANNUAL STOCKHOLDERS' MEETING TO OUR STOCKHOLDERS: NOTICE IS HEREBY GIVEN that the regular annual meeting of the stockholders of IMPERIAL RESOURCES, INC. will be held at the 2nd Floor, East Room, Manila Golf & Country Club, Inc., Harvard Road, Forbes Park, Makati City, on Wednesday, May 5, 1999 at 2:30 o'clock P.M.. The order of business at said meeting will be as follows: 1. Secretary's Proof of Notice of meeting 2. Quorum 3. Approval of the Minutes of the Regular Annual Stockholders' Meeting held on April 21, 1998 4. Annual Report as at December 31, 1998 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. Ratification of all acts, contracts and proceedings of the Board of Directors and Corporate Officers, acting within the scope of their designated authority since the 1998 annual stockholders' meeting. 8. Other Matters 9. Adjournment The Board of Directors has fixed the close of business at 5:00 o'clock P.M. on April 5, 1999 as the record date for the determination of stockholders entitled to notice and to vote at the meeting. The stock and transfer books of the Company will be closed at the said date and time and will be reopened after the stockholders' meeting. LexLib In accordance with Article II, Sec. 2 of the Company's By-Laws, for purposes of election to the Board of Directors, any and all nomination shall be submitted to and received at the principal office of the corporation on or before April 30, 1999, 5:00 P.M. and addressed to the attention of the Corporate Secretary. (SGD.) VICENTE R. ACSAY Corporate Secretary