PSE Circular for Brokers No. 1095-98

May 20, 1998 PSE CIRCULAR FOR BROKERS NO. 1095-98 Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange PSE Centre, Exchange Road Ortigas Center, Pasig City Gentlemen: We are sending you Secretary's Certificate for Magnum Holdings, Inc. Board Resolution No. 02 Series of 1998 for your information. Thank You. Very truly yours, (SGD.) LIM HUAT SENG Vice President/Chief Operating Officer REPUBLIC OF THE PHILIPPINES MAKATI CITY, METRO MANILA SECRETARY'S CERTIFICATE KNOWN ALL MEN BY THESE PRESENTS: I Rosario S. Bernaldo, Corporate Secretary of MAGNUM HOLDINGS, INC. (the "Corporation"), a corporation organized and existing under the laws of the Philippines with office address at 11 th Floor, The PEAK Bldg., 107 Alfaro St., Makati City, Metro Manila, do hereby certify: That the Meeting of its Board of Directors held at its principal office of May 20, 1998, the following resolutions were approved and adopted by the Directors present at said meeting and constituting a quorum: RESOLUTION NO. 02, SERIES OF 1998. "RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation borrow P10,000,000 from Magnum Enterprise Sdn Bhd; RESOLVED, FURTHER, that the Corporation acquire a 51% stockholding in a proposed Philippine corporation to be owned by the Corporation and Suria Signs (Marketing) Sdn Bhd; RESOLVED, FURTHER, that the Corporation will use the loan in the following manner: LLphil (1) P5,100,000 will be used to subscribe and paid up its capital in a proposed joint venture between Magnum Holdings, Inc. and Suria Signs (Marketing) Sdn Bhd. (2) The balance of P4,900,000 will be used by the Corporation for its day to day operations. RESOLVED, FINALLY, that the Corporation authorized Mr. Lim Huat Seng to negotiate the terms and conditions, to do any and all acts, and to sign any and all documents necessary to secure the above mentioned loan and to make the above mentioned investment." IN WITNESS WHEREOF, I have set my hand and affixed my signature this May 20, 1998 at Makati, M.M. (SGD.) ROSARIO S. BERNALDO Corporate Secretary SUBSCRIBED AND SWORN to before me this May 20, 1998 at Makati, M.M. affiant exhibited to me her Comm. Tax Cert. No. 01398480 issued at Makati, M.M. on 1-5-98. (SGD.) PERFECTO E. MIRADOR NOTARY PUBLIC 20 May 1998 Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City Gentlemen: This is to inform you that Magnum Holdings, Inc., in its Annual Stockholder's Meeting held at Salcedo, Legaspi, and Urdaneta Rooms of Makati (Sports) Club has elected the following Board of Directors and Officers for the year 1998: 1. Dato Lim Kim Wah - Chairman 2. Mr. Lim Huat Seng - Vice President/Chief Operating Officer 3. Mr. Cheah Yoke Phow - Director 4. Mr. Crispin K. Go - Director 5. Mr. Narciso P. Dungog - Director 6. Mr. Alexander R. Almazan - Director 7. Mr. Luis Juan L. Virata - President Very truly yours, (SGD.) LIM HUAT SENG Vice President/Chief Operating Officer