Hang Lung Group Limited — Proxy Solicitation & Information Statement 2008

Apr 16, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PCCW Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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PCCW Limited 電訊盈科有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 0008)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

Notice convening the AGM (as defined herein) to be held on Thursday, May 29, 2008 at 11:00 a.m. in the Conference Room, 14th Floor, PCCW Tower, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong is set out on pages 14 to 17 of this circular. Whether or not Shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s share registrars, Computershare Hong Kong Investor Services Limited, Investor Communications Centre, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event no later than 48 hours before the time appointed for holding the AGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

April 17, 2008

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES . . . . . . . . . . . . . . . .	4
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX 1 — EXPLANATORY STATEMENT ON REPURCHASE PROPOSAL . . .	6
APPENDIX 2 — DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED . . .	9
APPENDIX 3 — RIGHT TO DEMAND A POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

— i —

DEFINITIONS

In this circular and the appendices to it, the following expressions have the following meanings unless the context requires otherwise:

“AGM”	the annual general meeting of the Company to be held on
	Thursday, May 29, 2008 at 11:00 a.m. in the Conference
	Room, 14th Floor, PCCW Tower, TaiKoo Place, 979 King’s
	Road, Quarry Bay, Hong Kong;
“Articles”	the Articles of Association of the Company;
“Auditor”	the auditor, from time to time, of the Company;
“Board”	the board of Directors;
“Companies Ordinance”	the Companies Ordinance, Chapter 32 of the Laws of Hong
	Kong;
“Company” or “PCCW”	PCCW Limited, a company incorporated in Hong Kong with
	limited liability, the Shares of which are listed on the Stock
	Exchange and with securities in the form of American
	Depositary Receipts each representing 10 Shares, traded on
	the Pink Sheets (over-the-counter market) in the United
	States;
“Directors”	directors of the Company;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Latest Practicable Date”	March 31, 2008, being the latest practicable date for
	ascertaining certain information for inclusion in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Notice”	notice of the AGM as set out on pages 14 to 17 of this
	circular;
“PCPD”	Pacific Century Premium Developments Limited, a subsidiary
	of the Company incorporated in Bermuda and owned as to
	approximately 61.53 per cent. by the Company as at the Latest
	Practicable Date, whose shares are listed on the Stock
	Exchange;
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
“Shares”	shares of $0.25 each in the capital of the Company;

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	DEFINITIONS
“Shareholders”	holders of Shares, from time to time;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Code on Takeovers and Mergers; and
“$” and “cents”	Hong Kong dollars and cents respectively, the lawful currency
	of Hong Kong.

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LETTER FROM THE BOARD

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PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

Executive Directors: Li Tzar Kai, Richard (Chairman) Alexander Anthony Arena (Group Managing Director) Peter Anthony Allen Chung Cho Yee, Mico Lee Chi Hong, Robert

Registered Office: 39th Floor, PCCW Tower TaiKoo Place, 979 King’s Road Quarry Bay, Hong Kong

Non-Executive Directors: Sir David Ford, KBE, LVO Zhang Chunjiang Zuo Xunsheng (Deputy Chairman) Li Fushen

Independent Non-Executive Directors:

Professor Chang Hsin-kang Dr The Hon Sir Li Kwok Po, David, GBM, GBS, OBE, JP Sir Roger Lobo, CBE, LLD, JP Aman Mehta The Hon Raymond George Hardenbergh Seitz

April 17, 2008

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, the Notice of which is set out on pages 14 to 17 of this circular, ordinary resolutions will be proposed to grant the Directors the general mandates to issue and repurchase Shares.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM relating to the following general mandates:

• (i) authorizing the Directors to allot, issue and otherwise deal with additional Shares (and securities convertible into Shares) with an aggregate nominal amount not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution;

• (ii) authorizing the Directors to repurchase Shares with an aggregate nominal amount not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of the resolution; and

• (iii) authorizing the addition to the mandate to issue new Shares (referred to in (i) above) of those Shares repurchased by the Company pursuant to the repurchase mandate (referred to in (ii) above).

As at the Latest Practicable Date, the issued share capital of the Company comprised 6,778,963,653 Shares. On the assumption that there is no variation to the issued share capital of the Company during the period from the Latest Practicable Date to the date of passing of the resolution approving the mandate to issue new Shares (referred to in (i) above), the maximum number of Shares which may be issued pursuant to the mandate would be 1,355,792,730, not taking into account any additional new Shares which may be issued pursuant to the mandate referred to in (iii) above.

In accordance with the Listing Rules, and in particular the rules regulating repurchase of securities on the Stock Exchange, the Company is required to send to Shareholders an explanatory statement containing information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its Shares. This explanatory statement is set out in Appendix 1 to this circular.

RE-ELECTION OF DIRECTORS

In accordance with Articles 92 and 101A of the Articles, Peter A Allen, Zhang Chunjiang, Zuo Xunsheng, Li Fushen and Professor Chang Hsin-kang shall retire from office and, being eligible, offer themselves for re-election at the AGM.

Details of the Directors who are proposed to be re-elected at the AGM are set out in Appendix 2 to this circular.

ANNUAL GENERAL MEETING

The Notice convening the AGM is set out on pages 14 to 17 of this circular. The procedure by which Shareholders may demand a poll on the resolutions proposed at the AGM is set out in Appendix 3 to this circular. A form of proxy for use at the AGM is enclosed. Whether or not Shareholders intend to attend the AGM, Shareholders are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s share registrars,

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LETTER FROM THE BOARD

Computershare Hong Kong Investor Services Limited, Investor Communications Centre, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event no later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

RECOMMENDATION

The Directors consider that the grant of the general mandates to issue and repurchase Shares and the re-election of Directors who are proposed at the AGM are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

FURTHER INFORMATION

Your attention is drawn to Appendix 1 to this circular which provides an explanatory statement on the proposed general mandate for repurchase of Shares and Appendix 2 which sets out details of the Directors proposed to be re-elected at the AGM in accordance with the Listing Rules.

Yours faithfully For and on behalf of the Board Alexander Anthony Arena Group Managing Director

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APPENDIX 1 EXPLANATORY STATEMENT ON REPURCHASE PROPOSAL

The following is the Explanatory Statement required to be sent to Shareholders under the Listing Rules in connection with the proposed general mandate for repurchase of securities and also constitutes the Memorandum required under Section 49BA of the Companies Ordinance:

1. LISTING RULES REQUIREMENT FOR REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities (which shall include, where the context permits, shares of all classes and securities which carry a right to subscribe or purchase shares, of a company, and shall include warrants) on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

(a) Shareholders’ approval

All on-market securities repurchases on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by specific approval in relation to specific transactions.

(b) Source of funds

Repurchases must be funded out of funds which are legally available for the purpose in accordance with the company’s memorandum and articles of association and the laws of Hong Kong.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 6,778,963,653 Shares.

Subject to the passing of Ordinary Resolution No. 6 set out in the Notice (the “Buy-back Mandate”), the Company would be allowed to repurchase a maximum of 677,896,365 Shares on the assumption that there is no variation to the issued share capital of the Company during the period from the Latest Practicable Date to the date of passing of the Buy-back Mandate.

3. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole to seek a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

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EXPLANATORY STATEMENT ON REPURCHASE PROPOSAL

APPENDIX 1

4. FUNDING OF REPURCHASE

Repurchases pursuant to the Buy-back Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchases will only be funded out of funds of the Company legally available for the purposes in accordance with its Memorandum and Articles of Association and the laws of Hong Kong.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited accounts) in the event that the Buy-back Mandate was to be carried out at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
April 2007	4.98	4.65
May 2007	5.05	4.83
June 2007	4.96	4.75
July 2007	5.04	4.73
August 2007	4.82	4.50
September 2007	5.24	4.71
October 2007	5.18	4.89
November 2007	5.02	4.55
December 2007	4.73	4.51
January 2008	4.64	4.00
February 2008	4.58	4.29
March 2008	5.05	4.40

6. DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange that they will exercise the Buy-back Mandate in accordance with the Listing Rules and the laws of Hong Kong and in accordance with the provisions set out in the Memorandum and Articles of Association of the Company.

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APPENDIX 1 EXPLANATORY STATEMENT ON REPURCHASE PROPOSAL

The Directors do not intend to exercise the Buy-back Mandate to such an extent as would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory general offer under Rule 26 of the Takeovers Code and, accordingly, it is not anticipated that purchases of Shares under the Buy-back Mandate will give rise to any consequences under the Takeovers Code.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), presently intend to sell any Shares to the Company or its subsidiaries under the Buy-back Mandate in the event that the Buy-back Mandate is approved by Shareholders.

No other connected persons (as defined in the Listing Rules) have notified the Company that they have any present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Buy-back Mandate is approved by Shareholders.

7. SHARE PURCHASES MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX 2 DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

In accordance with Articles 92 and 101A of the Articles, Peter A Allen, Zhang Chunjiang, Zuo Xunsheng, Li Fushen and Professor Chang Hsin-kang will offer themselves for re-election at the AGM. Their details are set out as follows:

Peter A Allen , aged 52, is an Executive Director and Director of Corporate Development of PCCW, a member of PCCW’s Operational Committee, Group Managing Director of Singapore-listed Pacific Century Regional Developments Limited (a substantial shareholder of PCCW) and an Executive Director and Chief Financial Officer of the Pacific Century Group.

Mr Allen joined KPMG Peat Marwick in 1976 before taking up an appointment at Occidental Petroleum Corporation in 1980. In 1983, he joined Schlumberger Limited and worked in various countries holding key management positions. In 1989, he moved to Singapore as Regional Financial Director of the Vestey Group.

Mr Allen joined Bousteadco Singapore Limited as Group Operations Controller in 1992 before taking up an appointment with Morgan Grenfell Investment Management (Asia) Limited as a Director and Chief Operating Officer in 1995. He joined the Pacific Century Group in 1997.

Mr Allen was educated in England and graduated from Sussex University with a degree in economics. He is a Fellow of both the Institute of Chartered Accountants in England and Wales and the Institute of Certified Public Accountants in Singapore. He was a director of Jaleco Holding Ltd. (formerly known as Jaleco Ltd.) from January 2004 to August 2005. He was also an executive director of Fortis Asia Holdings Limited [Note] from June 1999 to February 2006 and was re-designated as a non-executive director from March 2006 until he resigned in June 2007 upon completion of the sale of this business by Pacific Century Regional Developments Limited. Save as disclosed above, Mr Allen did not hold any other directorships in any listed public companies in the last three years.

Other than the positions disclosed above, Mr Allen does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr Allen had a personal interest in 253,200 Shares and a beneficial interest in 4,629,200 underlying shares in respect of the share options granted by the Company. Save as disclosed above, he did not have any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr Allen has a service contract with the Company which may be terminated, by either side, on six months’ notice. Pursuant to his service contract, he is currently entitled to an annual salary package (including retirement scheme contribution but excluding any discretionary bonus which is not determined currently) of approximately HK$4,700,000 which is determined with reference to his job complexity, workload and responsibilities with the Company and the Company’s remuneration policy. He is subject to retirement by rotation at least once every three years pursuant to the Articles.

Note:

Formerly known as Pacific Century Insurance Holdings Limited. The listing of its shares on the Stock Exchange was withdrawn with effect from August 15, 2007.

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APPENDIX 2 DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Zhang Chunjiang , aged 49, became a Non-Executive Director of PCCW on April 1, 2005 and is also a member of the Nomination Committee and the Regulatory Compliance Committee of PCCW.

Mr Zhang is Chairman and Executive Director of China Netcom Group Corporation (Hong Kong) Limited (“CNC HK”) and has served as Chairman of China Netcom (Group) Company Limited since September 2004 and President of China Netcom Communications Group Corporation (“China Netcom”) since May 2003. Prior to joining China Netcom, Mr Zhang served as Deputy Minister of the Ministry of Information Industry (“MII”) of the PRC and was one of the most senior regulatory officials in the PRC telecommunications industry from December 1999 to May 2003.

From August 1993 to December 1999, Mr Zhang held a series of senior-level positions at the former Liaoning Provincial Posts and Telecommunications Bureau, the former Ministry of Posts and Telecommunications of the PRC (“MPT”) and the MII, including service as Deputy Director of the former Liaoning Provincial Posts and Telecommunications Administration, Director of the Mobile Communications Administration Bureau of the MPT and Director of the Telecommunications Administration Bureau of the MII.

Mr Zhang is a senior engineer of professor level and has extensive experience in telecommunications management, operations and technology. He graduated from the Beijing University of Posts and Telecommunications in 1982 with a bachelor’s degree in telecommunications. Save as disclosed above, Mr Zhang did not hold any other directorships in any listed public companies in the last three years. Other than the positions disclosed above, Mr Zhang does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr Zhang did not have any interest in Shares within the meaning of Part XV of the SFO. There is no service contract entered into between Mr Zhang and the Company. He is entitled to an annual Director’s fee of HK$200,000, which is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. He is appointed for a term of three years subject to retirement by rotation at least once every three years pursuant to the Articles.

Zuo Xunsheng , aged 57, became a Deputy Chairman and Non-Executive Director of PCCW on July 9, 2007 and is also a member of the Remuneration Committee, the Executive Committee and the PRC Business Development Committee of PCCW.

Mr Zuo has served as Executive Director and Chief Executive Officer of CNC HK since May 2006, and as Chief Operating Officer of CNC HK from December 2005 to May 2006, overseeing general operations of the company. Mr Zuo has served as Senior Vice President of CNC HK since July 2004. He has also served as Vice President of China Netcom since April 2002.

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APPENDIX 2

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Before joining China Netcom, Mr Zuo was President of the former Shandong Telecommunications Company from May 2000 to April 2002. From October 1997 to May 2000, Mr Zuo served as Director of the former Posts and Telecommunications Bureau of Shandong Province. From 1993 to 1997, Mr Zuo served as Director of the former Bureau of Telecommunications of Jinan City. He graduated from Guanghua School of Management of Peking University with an EMBA degree. Save as disclosed above, Mr Zuo did not hold any other directorships in any listed public companies in the last three years.

Other than the positions disclosed above, Mr Zuo does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr Zuo did not have any interest in Shares within the meaning of Part XV of the SFO. There is no service contract entered into between Mr Zuo and the Company. He is entitled to an annual Director’s fee of HK$200,000, which is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. He is appointed for a term of three years subject to retirement by rotation at least once every three years pursuant to the Articles.

Li Fushen , aged 45, became a Non-Executive Director of PCCW on July 9, 2007 and is a member of the Finance and Management Committee and the PRC Business Development Committee of PCCW.

Mr Li has served as Executive Director of CNC HK since January 2007 and as Chief Financial Officer of CNC HK since September 2005. He served as Financial Controller of CNC HK from July 2004 to August 2005. Since October 2005, he has served as Chief Accountant of China Netcom. From October 2003 to August 2005, he served as General Manager of the Finance Department of China Netcom. From November 2001 to October 2003, he served as Deputy General Manager of Jilin Communications Company and Deputy General Manager of the former Jilin Provincial Telecommunications Company.

Mr Li graduated from the Australian National University with a master’s degree in management, and from the Jilin Engineering Institute with a degree in engineering management in June 1988. Save as disclosed above, Mr Li did not hold any other directorships in any listed public companies in the last three years.

Other than the positions disclosed above, Mr Li does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr Li did not have any interest in Shares within the meaning of Part XV of the SFO. There is no service contract entered into between Mr Li and the Company. He is entitled to an annual Director’s fee of HK$200,000, which is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. He is appointed for a term of three years subject to retirement by rotation at least once every three years pursuant to the Articles.

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APPENDIX 2 DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Professor Chang Hsin-kang , aged 67, is an Independent Non-Executive Director of PCCW, a member of the Audit Committee and the Regulatory Compliance Committee of PCCW.

Professor Chang became a Tsinghua University Honorary Professor and Wei Lun Senior Visiting Scholar in September 2007. He was President and University Professor of the City University of Hong Kong from 1996 to 2007. Prior to that, he was Dean of the School of Engineering at the University of Pittsburgh in the United States from 1994 to 1996, Founding Dean of the School of Engineering at Hong Kong University of Science and Technology from 1990 to 1994 and chairperson of the Department of Biomedical Engineering at the University of Southern California from 1985 to 1990.

He taught at several major universities in North America and served in a number of science and technology organizations and public advisory bodies in the United States and Hong Kong.

Professor Chang is a Foreign Member of the Royal Academy of Engineering of the United Kingdom and Chevalier dans L’Ordre National de la Le´gion d’Honneur of France. He was appointed Justice of the Peace in July 1999 and awarded the Gold Bauhinia Star by the Hong Kong Government in July 2002.

He obtained his bachelor’s degree in civil engineering from the National Taiwan University, a master’s degree in structural engineering from Stanford University and a doctorate in fluid mechanics and biomedical engineering from Northwestern University. Professor Chang was an independent non-executive director of Fortis Asia Holdings Limited [Note] from June 1999 to June 2007. He is an independent non-executive director of Hon Kwok Land Investment Company, Limited and Nanyang Commercial Bank, Ltd. Save as disclosed above, Professor Chang did not hold any other directorships in any listed public companies in the last three years.

Other than the positions disclosed above, Professor Chang does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he had a personal interest in 64,000 Shares. Save as disclosed above, he did not have any interest in Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There is no service contract entered into between Professor Chang and the Company. He is entitled to an annual Director’s fee of HK$200,000, which is determined with reference to his responsibilities with the Company and the Company’s remuneration policy. He is appointed for a term of three years subject to retirement by rotation at least once every three years pursuant to the Articles.

Save as disclosed above, there is no information to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in respect of the above proposed re-election of Directors that need to be brought to the attention of the Shareholders.

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RIGHT TO DEMAND A POLL

APPENDIX 3

Article 73 of the Company’s Articles of Association sets out the procedure by which Shareholders may demand a poll:

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

• (a) by the Chairman; or

• (b) by at least three members present in person or by proxy for the time being entitled to vote at the meeting; or

• (c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (d) by any member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Unless a poll be so demanded and the demand is not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution. The demand for a poll may be withdrawn.

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NOTICE OF ANNUAL GENERAL MEETING

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PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of PCCW Limited (the “Company”) will be held on Thursday, May 29, 2008 at 11:00 a.m. in the Conference Room, 14th Floor, PCCW Tower, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong, for the following purposes:

Ordinary Business

1. To receive and adopt the Audited Financial Statements of the Company and the Reports of the Directors and the Independent Auditor for the year ended December 31, 2007.

2. To declare a final dividend of 13.5 HK cents in respect of the year ended December 31, 2007.

3. To re-elect Directors and authorize the Directors to fix the remuneration of Directors.

4. To re-appoint Messrs PricewaterhouseCoopers as Auditor and authorize the Directors to fix their remuneration.

Special Business

To consider and, if thought fit, pass the following as Ordinary Resolutions:

1. “ THAT :

2. (a) subject to paragraphs (b) and (c) of this Resolution, the Directors be and are hereby granted an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company and to allot, issue or grant securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company or such convertible securities and to make or grant offers, agreements and options in respect thereof;

3. (b) such mandate shall not extend beyond the Relevant Period (as defined hereinafter) save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined hereinafter);

• (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company;

• (iii) the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or

• (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company;

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution; and

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution up to:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association of the Company to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest; and

“ Rights Issue ” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to paragraph (b) of this Resolution, the Directors be and are hereby granted an unconditional general mandate to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or any other stock exchange on which the securities of the Company are or may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, shares in the Company including any form of depositary receipt representing the right to receive such shares issued by the Company and that the exercise by the Directors of all powers of the Company to repurchase such securities, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined hereinafter) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution; and

4. (c) for the purpose of this Resolution:

   • “ Relevant Period ” means the period from the passing of this Resolution up to:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association of the Company to be held; or

   • (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting,

whichever is the earliest.”

1. “ THAT subject to the passing of Ordinary Resolution No. 6 set out in the notice of this Meeting, the aggregate nominal amount of share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with the mandate granted under Ordinary Resolution No. 5 set out in the notice of this Meeting be and is hereby increased and extended by the addition of the

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NOTICE OF ANNUAL GENERAL MEETING

aggregate nominal amount of the shares in the capital of the Company which may be repurchased by the Company pursuant to and in accordance with the mandate granted under Ordinary Resolution No. 6 set out in the notice of this Meeting, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this Resolution.”

By Order of the Board of PCCW Limited Philana WY Poon

Group General Counsel and Company Secretary

Hong Kong, April 17, 2008

Notes:

1. Any member of the Company entitled to attend and vote at the Annual General Meeting (or any adjournment thereof) (the “Meeting”) is entitled to appoint another person as his proxy to attend and, on a poll, vote in his stead in accordance with the Articles of Association of the Company. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders is present at the Meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. The form of proxy and the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of such power of attorney or authority) must be deposited with the Company’s share registrars, Computershare Hong Kong Investor Services Limited, Investor Communications Centre, Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours before the time appointed for holding the Meeting, otherwise the form of proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the Meeting should they so wish.

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Electronic Communications

This circular in both English and Chinese is now available in printed form and on the Company’s website at www.pccw.com.

Shareholders who have chosen to receive this circular by electronic means through the Company’s website and who, for any reason, have difficulty in receiving or gaining access to this circular will promptly upon written request to the Company’s share registrars, Computershare Hong Kong Investor Services Limited, be sent this circular in printed form free of charge.

Shareholders may change their means of receipt of the Company’s corporate communications at any time, free of charge, by notice in writing to the Company’s share registrars at:

To: PCCW Limited c/o Share Registrars Computershare Hong Kong Investor Services Limited Investor Communications Centre Rooms 1806-1807, 18th Floor, Hopewell Centre 183 Queen’s Road East, Wan Chai Hong Kong

Fax: +852 2529 6087/+852 2865 0990 Email: hkinfo00008@computershare.com.hk

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