PSE Circular for Brokers No. 1165-98

May 27, 1998 PSE CIRCULAR FOR BROKERS NO. 1165-98 Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange Center PSE Center, Exchange Road, Ortigas Center, Pasig City, M. Mla. Gentlemen : In line with the directives of the Exchange on Corporate Disclosure, we hereby furnish the Exchange with an original copy of the minutes of the special meeting of the board of directors of ATN Holdings, Inc. held on May 27, 1998, 12:35 p.m. at the 9th floor of the Summit One Tower, 530 Shaw Boulevard, Mandaluyong City. Thank you and best regards. Sincerely yours, (SGD.) ANDREW COCUACO Vice President MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS OF ATN HOLDINGS, INC., HELD ON MAY 27, 1998 AT ITS PRINCIPAL OFFICE. Present: Arsenio T. Ng Dr. Kelly Salvador Bonifacio Choa Patrick Caoile Mario Mina Chee Choong Cheah Hyland Si Yu Ting Guan Mr. Arsenio T. Ng presided over the meeting, while Mario Mina, the Corporate Secretary, recorded the minutes thereof. Upon certification by the Secretary that a quorum was present, the Chairman called the meeting to order at 12:35 in the afternoon. Thereafter, the Chairman informed the body that the meeting was called for the purpose of executing a final call on the unpaid subscriptions of the Company, in line with the capital increase approved by the Securities and Exchange Commission. After deliberation thereon, on motion duly made and seconded, it was a matter of record that the Board of Directors of the Corporation adopted and approved the following resolutions: "RESOLVED, as it is hereby resolved, that the deadline of the final call for payment of all unpaid balances of subscriptions to the capital stock is hereby set on June 30, 1998, and that if within thirty (30) days from said date no payment is made, all stocks covered by said subscription shall thereupon become delinquent, and shall be sold at public auction on July 31, 1998 at 3:00 p.m. at the principal office of the Corporation, in accordance with Section 68 of the Corporation Code of the Philippines." "RESOLVED, further, that the Corporate Secretary or his assistant is hereby directed to notify all stockholders concerned of the said call for payment and sale of delinquent shares, with a copy of this resolution, and cause the publication of the same as required by law, and to do and perform such acts and things necessary to be done under the premises." RESOLVED, further, that acts and resolutions with the foregoing, if any, are hereby modified and amended accordingly." The Chairman then proceeded to give the financial report. The Chairman then went on to explain that ATN Holdings had been using Palladian Land Development, Inc.'s 9th floor for its head office, and therefore ceded back the 25th floor and Unit 1903 by way of settlement. Further, this formality was upon the behest of Alberto, Pascual, Humacad & Associates, the auditors of the firm, and management expressed no position or view the respecting the return of condominium units that have been arranged in the ordinary course of business, and in the exercise of business judgment by management. After deliberation thereon, the Board of Directors adopted the following resolutions: "RESOLVED, as it is hereby resolved, that the substitution of the 25th floor, together with Unit 1903, both of the Summit One Tower and allocated to ATN Holdings, Inc. by Palladian Land Development, Inc. (in 1997) for the 9th floor of Summit One Tower, at no added cost or obligation to ATN Holdings, Inc., was adopted." "RESOLVED, further, that acts and resolutions inconsistent with the foregoing, if any, are hereby modified and amended accordingly." There being no other business to discuss, on motion duly made and seconded, the Chairman declared the meeting adjourned at 2:57 p.m. (SGD.) MARIO MINA Secretary of the Meeting ATTEST: (SGD.) ARSENIO T. NG Chairman of the Meeting