PSE Circular for Brokers No. 1587-98

July 10, 1998 PSE CIRCULAR FOR BROKERS NO. 1587-98 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF ATN HOLDINGS, INC., 9/F SUMMIT 1 TOWER, 530 SHAW BLVD., MANDALUYONG, JULY 9, 1992, 4:00 P.M. CALL TO ORDER The President & Chairman of the Board, Mr. Arsenio T. Ng, called the meeting to order at 4:05 p.m. and presided over the same, while Dr. Kelly Salvador, the acting Corporate Secretary, recorded the minutes of the proceedings. CERTIFICATE OF QUORUM The Corporate Secretary certified to the existence of quorum for the transaction of business, there being present, in person and by proxy, 133,422,456 shares or 66.71% of the total outstanding capital stock of the Corporation. APPROVAL OF THE PREVIOUS MINUTES The body proceeded to take up the minutes of the annual stockholders' meeting held on December 29, 1997. There being no objection to the same, the said minutes were unanimously approved. REPORT OF THE PRESIDENT The President made a report regarding the current project investments and other plans of the company, as well as its financial statements as of March 31, 1998. There being no questions to the same, on motion duly made and seconded, the aforesaid documents and all acts of the management and board were approved by the stockholders and appended to the minutes. ELECTION OF DIRECTORS The Chairman then stated that, in accordance with the By-Laws, the meeting would proceed to the election of directors of the Corporation for the current year, who will serve as such until their successors shall have been duly elected. The following were thereafter nominated: Arsenio Ng Dr. Roberto Abaya Peter O. Medalla Chee Choong Cheah Hyland Si Mario Mina Dr. Kelly Salavador Arch. Hilario Ng Patrick Caoile Yu Ting Guan Bonifacio Choo On motion duly made and seconded, the Corporate Secretary was authorized to cast the shares present in favor of the above-named nominees, who were thereafter declared elected as the members of the Board of Directors for 1998. APPOINTMENT OF EXTERNAL AUDITORS Subsequently, the Chairman informed the body that the next item on the agency was the appointment of the Company's external auditors. Upon motion duly made and seconded, the following resolution was passed and approved: "RESOLVED, AS IT IS HEREBY RESOLVED, that Alberto, Pascual, Humacad & Associates be, as they are hereby appointed as the external auditors of the Corporation." OTHER MATTERS/ADJOURNMENT There being no other business to discuss, on motion duly made and seconded, the Chairman declared the meeting adjourned at 4:23 p.m. cdlex (SGD.) DR. KELLY SALVADOR Secretary of the Meeting ATTEST: (SGD.) ARSENIO T. NG Chairman of the Meeting