Preliminary Information Statement Pursuant to the Revised Securities Act (RSA) Rule 34-(c)-1

April 3, 1998 PSE CIRCULAR FOR BROKERS NO. 594-98 SEC FORM 34-C Preliminary Information Statement Pursuant to the Revised Securities Act (RSA) Rule 34-(c)-1 1. Check the appropriate box: x Preliminary Information Statement Definitive Information Statement 2. Name of Registrant as specified in its Charter: MABUHAY HOLDINGS CORPORATION 3. Province, country or other jurisdiction or incorporation or organization: PHILIPPINES 4. SEC Identification Number: 150014 5. BIR Tax Identification Number: 047-000-473-206 6. Address of principal office: 35/F, Rufino Pacific Tower, Ayala Ave., Makati City 7. Registrant's telephone number, including area code: (632) 811-0555 8. Date, time and place of the meeting of security holders: Date May 22, 1998 Time 10:00 a.m. Place New World Hotel, Esperanza Street corner Makati Avenue, Makati City 9. Approximate date on which the Information Statement is to be first sent or given to security holders: April 29, 1998 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY 10. Securities pursuant to Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding Common Shares 1,200,000,000 11. Are any or all of registrant's securities listed in the Philippine Stock Exchange? Yes x No INFORMATION REQUIRED IN INFORMATION STATEMENT 1. Date, time and place of meeting of security holders: Date May 22, 1998 Time 10:00 a.m. Place New World Hotel, Esperanza Street corner Makati Avenue, Makati City Complete Mailing address of the Principal office of registrant: 35th Floor, Rufino Pacific Tower, Ayala Avenue, Makati City 2. Voting Securities and Principal Holders Thereof 2.1 Number of Shares Outstanding: 1,200,000,000 Number of Votes entitled one (1) vote per share 2.2. All stockholders of record as of April 17, 1998 are entitled to notice and to vote at the Annual Stockholders' Meeting. LLphil 3. Present Directors and Executive Officers Position/ Business Experience/ Name Age Period Served Other Directorship /Positions Gen. Jose P. Magno, Jr. 67 Chairman of the Chairman & Trustee, Board/Director GSIS, Manila Hotel, Period served: and Pangasinan Economic Development Foundation, Inc. Roberto V. San Jose 56 President/ Senior Partner, Director Castillo Laman Tan Period Served: Pantaleon & San Jose Since 1992 Law Office Director, ABC Dev. Corporation/Channel 5 Corp. Secretary, Fil- Hispano Holdings Corporation Corp. Secretary, Alsons Consolidated Resources Corp. Corp. Secretary, Solid Group, Inc. Director/Corp. Sec., Philcomsat Holdings Corporation Corp. Secretary, Acoje Holdings Corporation Director/Corp. Sec. Jacinto Finance Corp. Corp. Secretary, F. Jacinto Group, Inc. Director/Corp. Sec. RJ Ventures, Inc.. Director/Corp. Sec. CP Group of Companies Corp. Secretary, Carlos Palanca Foundation Inc. Director/Corp. Sec. CP Equities Corp. Director, International Distillers Phils., Inc. Corp. Secretary, Atlas Resources & Management Group Director/Corp. Sec. MAA Consultants, Inc. Director/Corp. Sec. or officer of various client corporations J. Marsh Thomson 67 Director Director, Treasurer, Period served: since College Assurance 1993 Plan Director, Philippine American Educational Foundation Elizabeth de Guzman-Dantes 39 Treasurer/Director Period Served: since April 25, 1997 Datuk John Wong Director Period Served: since April 25, 1998 Esteban B. Conejos, Jr. 40 Director Period Served: since April 25, 1997 Delfin P. Angcao 40 Director/Corporate Director, Philcomsat Corporate Secretary Holdings Corporation Period Served. since 1993 Director/Secretary of various corporate clients 4. Compensation of Officers The annual compensation of the Company's Chief Executive Officer and three most highly compensated executive officers are as follows: LLjur SUMMARY COMPENSATION TABLE Annual Compensation Name and Principal Position Salary Jose P. Magno, Jr. Chairman of the Board None Roberto V. San Jose President None Lee Seng Chay Executive Vice President None Elizabeth de Guzman-Dantes Treasurer P585,000.00 5. Independent Public Accountants Punongbayan and Araullo, CPAs are currently and the fiscal year recently completed, the Corporation's independent public accountants. 6. Voting Procedures 6.1. The Vote required for approval: Majority of stocks present in a quorum unless the law provides otherwise. 6.2. Voting for election: Cumulative voting 7. Dissenters' Rights of Appraisal There are no matters in the agenda of the stockholders' meeting with respect to which, a dissenting stockholder may be allowed to exercise his/its appraisal right . 8. Interest of Certain Persons in or Opposition to Matters to be Acted Upon. No director or officer of the Corporation has informed the Corporation of any interest in, or of any intention to oppose, any action to be taken up during the annual stockholders' meeting. Makati City, April 1, 1998 MABUHAY HOLDINGS CORPORATION By: (SGD.) DELFIN P. ANGCAO Corporate Secretary