PSE Circular for Brokers No. 3174-99

December 13, 1999 PSE CIRCULAR FOR BROKERS NO. 3174-99 Philippine Stock Exchange PSE Building Exchange Road, Ortigas Center Pasig City, Metro Manila Attention: Listing and Disclosure Group Gentlemen: We wish to advise that at the Special Meeting of Stockholders of the Company held on December 10, 1999, the following were approved: 1. increase in the authorized capital stock from 8,500,000,000 divided into two classes consisting of 783,000,000 shares of Serial Preferred Stock of the par value of P10 each and 134,000,000 shares of Common Capital Stock of the par value of P5 each to P9,395,000,000, divided into two classes consisting of 822,500,000 shares of Serial Preferred Stock of the par value of P10 each and 234,000,000 shares of Common Capital Stock of the par value of P5 each and the corresponding amendment of Article Seventh of the Articles of Incorporation of the Company. llcd 2. issuance of up to 47,297,436 new shares of Common Capital Stock, of which up to 35,098,974 shares of Common Capital Stock will be issued as consideration and in exchange for the entire issued capital stock of Smart Communications, Inc., and 12,198,462 shares of Common Capital Stock will be issued to NTT Communications Corporation (or a subsidiary thereof) in cash and the corresponding amendment of the Seventh Article of the Articles of Incorporation of the Company to deny the pre-emptive rights of holders of shares of Common Capital Stock to subscribe for any issue of 12,198,462 shares of Common Capital Stock to NTT Communications Corporation (or a subsidiary thereof). LexLib 3. amendment of the Seventh Article of the Articles of Incorporation of the Company to deny the pre-emptive rights of holders of shares of Common Capital Stock to subscribe for any issue of up to 1,289,745 shares of Common Capital Stock pursuant to the Executive Stock Option Plan. 4. amendment of the Third Article of the Articles of Incorporation to change the place of principal office of the Company from Makati, Rizal to Metro Manila. 5. amendment of the Sixth Article of the Articles of Incorporation of the Company to increase the number of directors from 11 to 13. 6. establishment of Executive Stock Option Plan. 7. amendment of the Employees' Stock Plan to change the plan name to PLDT Stock Purchase Plan and to limit the coverage of said plan to rank-and-file and supervisory employees. 8. election of Attys. Enrique D. Perez and Ma. Lourdes C. Rausa-Chan to the two new Board seats. LexLib Very truly yours, PHILIPPINE LONG DISTANCE TELEPHONE COMPANY (SGD.) M A. LOURDES C. RAUSA-CHAN Corporate Secretary