PSE Circular for Brokers No. 202-99

February 3, 1999 PSE CIRCULAR FOR BROKERS NO. 202-99 February 2, 1999 JAPAN'S NTT TO PAY PHP 8.3 BILLION FOR FURTHER 22% STAKE IN SMART COMMUNICATIONS Metro Pacific Corporation ("MPC") announced today that Nippon Telegraph & Telephone Corporation ("NTT") has agreed in principle to pay approximately PhP 8.3 billion (US$214 million) to increase its interest in Smart Communications, Inc. ("Smart"), the Philippines leading cellular carrier, to approximately 37 per cent from 15 per cent. The transaction, which values Smart at PhP 34.3 billion (US$880 million) will result in a gain of approximately PhP 2.8 billion (US$73.2 million for MPC. The transaction will be completed by the principal shareholders(MPC, FPC and NTT) converting all outstanding bonds into new common shares, giving for to a gain on dilution for MPC. NTT will then acquire all such conversions shares in Smart from MPC, valued at PhP 1.6 billion ( Illegible portion in Philippine Stock Exchange file ), and from other Philippine affiliates of FPC valued at PhP 4.2 billion (US$107 million). In addition, NTT will subscribe for PhP 2.5 billion (US$65 million) of new Smart shares, which will increase the company's value to PhP 36.9 billion (US$945 million). aisadc Following the NTT purchase, MPC's economic interest in Smart will decline to 38 per cent, and First Pacific Company Limited's ("FPC") economic interest, held through Philippine affiliates, will decline to 18 per cent. The remainder of Smart shares is held by private Philippine investors and management MPC President Napoleon Nazareno said: "From the time it began operating commercially in 1994, Smart saw its cellular subscriber base increase rapidly to more than 791,000, achieving a 50% share of the Philippine cellular market. Its fixed-line service has also grown to approximately 110,000 subscribers. NTT's additional investment in Smart, which was indicated late last year, is a sign of confidence in Smart's capability to further strengthen its operation. "The transaction provides an independent valuation of Smart's business and will result in MPC recording a substantial gain. Smart will remain as an affiliate of MPC and, following the issue of new shares, will be capitalized to support is development. This will allow MPC to increasingly focus its resources in property development, particularly given its significant investment in the Global City development at Fort Bonifacio." For further information, please contact the following persons: Corazon P. Guidote Group Vice President for Corporate Communications and Investor Revenue Metro Pacific Corporation Telephone No.: 811-0367 Peter Lawrence Senior Financial & Commercial Adviser Smart Communications, Inc. Telephone No.: 511-3914 LLphil