Philippine Long Distance Telephone Company

November 9, 1999 PSE CIRCULAR FOR BROKERS NO. 2853-99 SUBJECT : Philippine Long Distance Telephone Company Philippine Long Distance Telephone Company ("TEL") furnished the Exchange a copy of its SEC Form 34-A (Definitive Proxy Statement), including a Proxy Form, Explanatory Memorandum and 1998 Annual Report, in connection with its Special Stockholders' Meeting which will be held on December 10, 1999, at 2:00 p.m. at the Grand Ballroom, Dusit Hotel Nikko, Ayala Center, Makati City. The meeting will be held for the following purposes: llcd 1. to consider and act upon the approval of the increase in authorized capital stock of PLDT from Pesos 8.5 billion consisting of 134 million common shares and 783 million preferred shares to Pesos 9.395 billion consisting of 234 million common shares and 822.5 million preferred shares and the corresponding amendment of the Seventh Article of the Articles of Incorporation; 2. to consider and act upon the approval of the issuance of up to 47,297,436 new common shares of PLDT, of which up to 35,098,974 common shares will be issued as consideration and in exchange for the entire issued capital stock of Smart Communications, Inc. and 12,198,462 common shares will be issued to NTT Communications Corporation (or a subsidiary thereof) for cash; 3. to consider and act upon the approval of the Executive Stock Option Plan; LexLib 4. to consider and act upon the amendments to the existing PLDT Employees' Stock Plan changing the plan name to PLDT Stock Purchase Plan and limiting the coverage of the plan to rank and file and supervisory employees; cdlex 5. to consider and act upon the approval of the amendment to the Seventh Article of the Articles of Incorporation, Sub-division B(4), denying the pre-emptive right of holders of common shares to subscribe for any issue of: (a) 12,198,462 common shares to NTT Communications Corporation (or a subsidiary thereof) for cash pursuant to the Stock Purchase Agreement and (b) up to 1,289,745 common shares pursuant to the Executive Stock Option Plan; 6. to consider and act upon the approval of the amendment to the Third Article of the Articles of Incorporation changing the place of principal office of the Company from Makati, Rizal to Metro Manila, Philippines; cdll 7. to consider and act upon the approval of the amendment to the Sixth Article of the Articles of Incorporation increasing the number of directors from 11 to 13; prcd 8. to elect two directors to the additional seats of the Board; and cdlex 9. to transact such other business as may properly come before the meeting and at any adjournments or postponements thereof. LibLex Stockholders of record as of October 11, 1999 are entitled to notice of, and to vote at, said meeting. Those who do not expect to attend the meeting may execute a proxy form and return the same to the office of the Corporate Secretary on or before December 7, 1999. A copy of TEL's Definitive Proxy Statement, together with a Proxy Form, Explanatory Memorandum and 1998 Annual Report, is available for reference at the PSE Centre and PSE-Plaza Libraries. cdll For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings & Disclosure Group