PSE Circular for Brokers No. 761-98

April 22, 1998 PSE CIRCULAR FOR BROKERS NO. 761-98 April 21, 1998 Compliance & Surveillance Dept. Philippine Stock Exchange, Inc. PSE Centre, Exchange Road. Ortigas Center, Pasig City, M. Mla. Dear Mr. Alabastro : 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 April 21, 1998, 1:55 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 APRIL 21, 1998 AT ITS PRINCIPAL OFFICE Present: Arsenio T. Ng Dr. Kelly Salvador Bonifacio Choa Patrick Caoile Hilario T. Ng Mario Mina Mr. Arsenio 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 1:55 in the afternoon. Thereafter, the Chairman informed the body that the meeting was called for the purpose, among others, of discussing the growth potential of prospective new business ventures that would be invested in by the company. After some discussion on the aforesaid matter, it was determined that the company would undertake studies on the following companies for future investment: Managed Care Philippines, Inc., Unipage Management, Inc. and Datacast Technology Corporation. The body then proceeded to discuss the next item on the agenda regarding subscriptions for the P150,000,000.00 increase in the company's authorized capital stock. 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: LLpr "RESOLVED, as it is hereby resolved, that the Corporation thru the Board of Directors is authorized to make available for subscriptions 150,000,000 shares at the par/issue value of P1.00 out of the unissued portion of its authorized capital stock, consisting of/divided into 90,140,730 Common A and 59,859,270 Common B shares to the following stockholders/subscribers, in proportion to their respective stockholdings: 7k Corporation 2,448,000 A A&A Securities Inc. 18,000 A Abaraham Lim 150,000 A Alberto Aguila 450 A Ansaldo Godinez & Co./Uy 210,000 A Ansaldo Godinez & Co./TA 2,430,000 A Ansaldo Godinez & Co./TA 300,000 A Ardi Bradley Ng 1,000,000 A Astra Securities Corp. 75,000 A Ben Santiago 30,000 A Benjamin Co. Ca & Co. Inc. 34,500 A Consuelo Gonzales 3,000 A CTR Projects & Services Corp. 600 A David Go Sec. Corp. 390,000 A Dominic Tolentino 15,000 A Eastern Sec. Dev. Corp. 300,000 A Eastern Sec. Dev. Corp. 6,000 A Edward Chan 1,200,000 A Eliseo Razon 3,000 A Equitiworld Sec. Inc. 30,000 A Equitiworld Sec. Inc. 30,000 A Estelita Marte 600 A Francisco Ortigas Sec. Inc. 1,500 A G & L Sec. Co. Inc. 400,000 A I Ackerman & Co. Inc. 80,000 A I Ackerman & Co. Inc. 41,000 A I B Gimenez Sec. Inc. 40,000 A James Uy Inc. 3,000 A Jose Isidro Uy 90,000 A Jose R. Facundo 3,000 A Kristine Marie L. Ty 9,600 A Leonardo Siguion Reyna 2,880 A Luys Sec. Co. Inc. 60,000 A Manny T Y Ang 966,000 A Mark Securities Corp. 60,000 A Mark Securities Corp. 60,000 A Melencio Yap 175,200 A Mount Peak Sec. Inc. 300,000 A Mount Peak Sec. Inc. 270,000 A Mount Peak Sec. Inc. 180,000 A Mount Peak Sec. Inc. 33,000 A Mount Peak Sec. Inc. 30,000 A New World Sec. Co. Inc. 30,000 A Orlando Ramos 19,500 A Palladian Land Dev. Inc. 65,000,000 A Papa Securities Corp. 40,000 A Pedro Y. Sembrano 2,400 A Philip Velasco 60,000 A Prudential Sec. Inc. 648,000 A Prudential Sec. Inc. 30,000 A Pryce Securities Inc. 690,000 A R. Coyiuto Sec. Inc. 374,100 A Roger Tan 600,000 A RTG & Co., Inc. 6,300 A Siao In Hok Antonio 900,000 A Solid Stockbroker Inc. 6,000 A Sophie Myles Ng 1,000,000 A Standard SEC Group 756,000 A Standard SEC Group 300,000 A Standard SEC Group 30,000 A Standard SEC Group 15,000 A Tansengco & Co. Inc. 600,000 A Twinie Kaye Ng 1,000,000 A Vicente Ongchanhoi 3,000 A Wolff & Co. Inc. 3,000 A Yao & Zialcita Inc. 2,786,200 A Yu & Co./Bing Uy 1,500,000 A Yu & Co./Bing Uy 1,500,000 A Yu & Company Inc. 450,000 A Yu & Company Inc. 300,000 A Yu & Company Inc. 5,000 A Zenaida Ortiz 2,100 A Zenaida V. Tan 4,800 A Advanced Home Concept Dev. Corp. 566,920 B Benjamin Co. Ca & Co. Inc. 6,000 B Cualoping Sec Corp. 3,000 B David Go Sec Corp. 1,650 B Eric Y Lee 9,000 B I Ackerman & Co. Inc. 39,000 B Mercantilo Sec. Corp. 150,000 B New World Sec. Co. Inc. 6,000 B Palladian Land Dev. Inc. 59,000,000 B R. Coyiuto Sec. Inc. 15,900 B Tansengco & Company Inc. 39,000 B Yao & Zialcita Inc. 22,800 B "RESOLVED FURTHER that said shares shall be payable by said stockholders/subscribers in cash." There being no other business to discuss, on motion duly made and seconded, the Chairman declared the meeting adjourned at 2:45 p.m. (SGD.) MARIO MINA Secretary of the Meeting ATTEST: (SGD.) ARSENIO T. NG Chairman of the Meeting