All Stockholders

June 1, 1998 PSE CIRCULAR FOR BROKERS NO. 1200-98 TO : All Stockholders NOTICE is hereby given that there will be an annual meeting of the stockholders of the Corporation on Tuesday, 23 June 1998 at 2:00 o'clock in the afternoon, at Palawan 1&2, Shangri-la, EDSA Plaza, Mandaluyong City, to consider the following: AGENDA 1. Call to Order 2. Proof of Notice of Meeting 3. Certification of Quorum 4. Approval of the Minutes of the Previous Meeting of Stockholders 5. Approval of 1997 Operations and Results 6. Election of Directors 7. Appointment of Sycip Gorres Velayo & Co. as External Auditors 8. Other matters 9. Adjournment In accordance with the rules of the Philippine Stock Exchange, the close of business on 18 May 1998 has been fixed as the record date for the determination of the stockholders entitled to notice of such meeting and any adjournment thereof, and to attend and vote thereat. All stockholders who will not, are unable, or do not expect to attend the meeting in person may fill out, date, sign and send the proxy below to the Corporation at the Ground Floor, Philcom Building, 8755 Paseo De Roxas, Makati City, Metro Manila, Philippines. The proxies submitted shall be validated by a Committee of Inspectors commencing on 18 June 1998, at the office of the Corporation's stock and transfer agent. Professional Stock Transfer Inc. at 3/F Don Jacinto Building cor. Salcedo St., Legaspi Village, Makati City 1200, Metro Manila. To avoid inconvenience in registering your attendance at the meeting, you or your proxy are requested to bring identification paper(s) containing a photograph and signature, e.g. passport, driver's license, or credit card. City of Makati, Metro Manila, May 26, 1998. (SGD.) A. BAYANI K. TAN Corporate Secretary PROXY I/WE, hereby nominate, constitute and appoint: with right of substitution and revocation, to represent and vote all shares registered in my name or owned by me and/or such shares as I am authorized to represent and vote in my capacity as administrator, executor or attorney-in-fact at the annual shareholders meeting of June 23, 1998 of APC GROUP, INC ., and at all adjournments and postponements thereof, as fully to all intents and purposes as I/we might or could do if present. This proxy revokes all proxies which I/we may have previously executed in favor of a person or persons other than the person named above. This proxy shall be effective until withdrawn by me through notice in writing, or superseded by subsequent proxy, delivered to the Secretary at least three (3) days before the annual stockholders meeting or any adjournments and postponements thereof, but shall not apply in instances where I personally attend the meeting. EXECUTED ON ____________ at ________________. _______________________ Printed Name & Signature Witness: _________________