PSE Circular for Brokers No. 2380-98

October 16, 1998 PSE CIRCULAR FOR BROKERS NO. 2380-98 October 15, 1998 Philippine Stock Exchange, Inc. PSE Centre, Exchange Road, Ortigas Center, Pasig City, M. Mla. 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 October 15, 1998, 2:00 p.m. at the 9th floor of the Summit One Tower, 530 Shaw Boulevard, Mandaluyong City. cdll Thank you and best regards. Sincerely yours, (SGD.) ARSENIO T. NG President/CEO RESOLUTION NO. WHEREAS, ATN Holdings Inc. desires to provide its shareholders with reasonably sufficient and fairly predictable dividend income; WHEREAS, ATN Holdings, Inc. has in fact made investments in certain funds and securities that have proven to be sound investment decisions, providing the company as they do, with steady, if limited, income steam; WHEREAS, ATN Holdings Inc. realizes that in order to support a firm dividend policy which will enhance the value of its shares, it needs to expand its holdings of assets chosen for their potential to yield recurring income, as well as strategic assets that are presently undervalued but are likely to command profitable disposal prices at earliest signs of restored confidence in the economy; aisadc WHEREAS, the properties that are owned by Palladian Land Development Inc. (PLDI), Advanced Home Concept, Inc. (AHCI), and Managed Care Phil., Inc. (MCPI), consisting of several floors of a finished office tower (Summit One) in Shaw Boulevard, Mandaluyong City, subdivision lots and townhomes in Pasig City, and a 300 hectare plus industrial residential site adjacent to Asialand, north of Manila, and medical support services, represent a fair mix of assets that can provide rental income and capital gains; (F / S and other info on PLDI, et al. available on request) WHEREAS, the most convenient and least costly way to acquire PLDI, et al. or its assets is by equity swap: WHEREAS, the authorized capital stock of ATN Holdings Inc. (P200 million, 200 million shares) has been fully subscribed and paid-up; WHEREAS, in order to enable ATN Holdings Inc, to absorb the proffered assets, (PLDI, et al.), its authorized capital stock has to be increased to P400 million or 400 million shares at the par value P1.00/share. NOW, THEREFORE, be it resolved that ATN Holdings Inc. shall amend Article 7 of its Articles of Incorporation to read as follows: "SEVENTH: That the capital stock of said Corporation is FOUR MILLION PESOS (P400,000,000 . 00 ), Philippine currency and said capital stock is divided into TWO HUNDRED FORTY MILLION (240,000,000 ) class "A" shares and ONE HUNDRED SIXTY MILLION (160,000,000 ) class "B" shares with a par value of ONE PESO (P1.00) per share." BE IT FURTHER RESOLVED that the corporation shall take immediate steps to carry out the increase of the authorized capital stock and corresponding issuance thereof. Mandaluyong City, October 15, 1998 (SGD.) ROBERTO ABAYA (SGD.) BONIFACIO CHOA Director Director (SGD.) KELLY SALVADOR (SGD.) HILARIO T. NG Director Director (SGD.) HYLAND SI (SGD.) PEDRO MEDALLA JR. Director Director (SGD.) YU TING GUAN (SGD.) CHEE CHOONG CHEAH Director Director PATRICK CAOILE Director Attested: Certified: ARSENIO T. NG MARIO A. MINA Chairman Corporate Secretary