Hang Lung Group Limited — Proxy Solicitation & Information Statement 2009

Jan 23, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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PCCW Limited 電訊盈科有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 0008)

PROXY FORMS REMINDER ANNOUNCEMENT

REVISED CANCELLATION PRICE OF HK$4.50 PER SCHEME SHARE

PROPOSED PRIVATISATION OF PCCW

BY

THE JOINT OFFERORS BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 166 OF THE COMPANIES ORDINANCE)

The directors of PCCW wish to remind Shareholders that:

• the Court Meeting and the EGM, having both been adjourned on 30 December, 2008, will reconvene at the Convention Hall, the Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wan Chai, Hong Kong (please use the Harbour Road entrance) on Wednesday, 4 February, 2009, at 2:00 p.m. and at 2:30 p.m. (or as soon thereafter as the Court Meeting reconvened for the same day and place shall have been concluded or been further adjourned) respectively;

• Shareholders who wish their existing form(s) of proxy to remain in place need take no action;

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• Shareholders who wish to change their voting instructions for the reconvened Court Meeting and/or the reconvened EGM, or to revise any proxy appointment which has already been made, should complete and return the new form(s) of proxy enclosed with the Supplemental Scheme Document. Any new form(s) of proxy so returned will supersede any previous form(s) of proxy which have previously been submitted by Shareholders in respect of the same Shares. Alternatively, Shareholders can attend in person and vote at the relevant meeting. In such event, a previously completed and returned form of proxy will be deemed to have been revoked;

• if Shareholders have not already completed and returned forms of proxy for the Court Meeting and/or the EGM, they should complete and return the new forms of proxy enclosed with the Supplemental Scheme Document if they wish to appoint a proxy and/or give voting instructions for the reconvened Meetings;

• the pink form of proxy for the reconvened Court Meeting should be lodged with Computershare Hong Kong Investor Services Limited, the share registrar of PCCW, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 2:00 p.m. on Monday, 2 February, 2009 or it may be returned by facsimile at number (852) 2962 5926 (marked for the attention of “the Company Secretary”) up to the time of the reconvened Court Meeting or handed to the Chairman of the reconvened Court Meeting at the reconvened Court Meeting if it is not so lodged;

• the white form of proxy for the reconvened EGM must be lodged with Computershare Hong Kong Investor Services Limited, the share registrar of PCCW, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 2:30 p.m. on Monday, 2 February, 2009; and

• Voting Instruction Cards previously returned to the Depositary by ADS Holders are no longer valid. ADS Holders who wish to instruct the Depositary how to vote at the reconvened Court Meeting and reconvened EGM must send a new completed and signed Voting Instruction Card to the Depositary so that the Depositary receives it no later than 10:00 a.m. (New York time) on Wednesday, 28 January, 2009.

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Shareholders and/or potential investors in shares and/or other securities of PCCW should be aware that the implementation of the Improved Proposal and the Scheme is subject to the conditions as set out in the Scheme Document and the Supplemental Scheme Document being fulfilled or waived, as applicable, and thus the Improved Proposal and the Scheme may or may not become effective. Shareholders and/or potential investors are advised to exercise caution when dealing in shares and/or other securities of PCCW.

Shareholders, ADS Holders and Optionholders are advised to consider the advice and recommendations of Rothschild and the Independent Board Committee prior to voting at the reconvened Court Meeting and the reconvened EGM.

This announcement is made further to the scheme document dated 6 December, 2008 (the “ Scheme Document ”), and the supplemental scheme document dated 12 January, 2009 which was despatched by PCCW and the Joint Offerors to the Shareholders, the ADS Holders and the Optionholders in relation to the Improved Proposal (the “ Supplemental Scheme Document ”). Terms defined in the Scheme Document or the Supplemental Scheme Document have the same meanings when used in this announcement.

All references to times and dates in this announcement are references to Hong Kong times and dates, unless otherwise stated.

Reconvened Meetings

The reconvened Court Meeting and the reconvened EGM will be held at the Convention Hall, the Hong Kong Convention and Exhibition Centre, 1 Harbour Road, Wan Chai, Hong Kong (please use the Harbour Road entrance) on Wednesday, 4 February, 2009, at 2:00 p.m. and at 2:30 p.m. (or as soon thereafter as the Court Meeting reconvened for the same day and place shall have been concluded or been further adjourned) respectively.

Eligibility to Vote

Only Independent Shareholders whose names are in the Register on Wednesday, 4 February, 2009 will be eligible to attend and vote at the reconvened Court Meeting. Similarly, only Shareholders whose names are in the Register on Wednesday, 4 February, 2009 will be eligible to attend and vote at the reconvened EGM.

Shareholders, ADS Holders and Optionholders are advised to consider the advice and recommendations of Rothschild and the Independent Board Committee prior to voting at the reconvened Court Meeting and the reconvened EGM.

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For Shareholders

WHETHER OR NOT SHAREHOLDERS ARE ABLE TO ATTEND THE RECONVENED COURT MEETING AND/OR THE RECONVENED EGM IN PERSON, SHAREHOLDERS ARE STRONGLY URGED TO COMPLETE AND RETURN THEIR FORMS OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED ON THEM, AND TO LODGE THEM WITH COMPUTERSHARE HONG KONG INVESTOR SERVICES LIMITED, THE SHARE REGISTRAR OF PCCW, AT ROOMS 1806-1807, 18TH FLOOR, HOPEWELL CENTRE, 183 QUEEN’S ROAD EAST, WAN CHAI, HONG KONG.

In order to be valid, the pink form of proxy for use at the reconvened Court Meeting should be lodged with Computershare Hong Kong Investor Services Limited, the share registrar of PCCW, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 2:00 p.m. on Monday, 2 February, 2009. The pink form of proxy may also be returned by facsimile at number (852) 2962 5926 (marked for the attention of “the Company Secretary”) up to the time of the reconvened Court Meeting or it may be handed to the Chairman of the reconvened Court Meeting at the reconvened Court Meeting if it is not so lodged.

The white form of proxy for use at the reconvened EGM should be lodged with Computershare Hong Kong Investor Services Limited, the share registrar of PCCW, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 2:30 p.m. on Monday, 2 February, 2009.

If Shareholders whose names will be in the Register on Wednesday, 4 February, 2009 have already completed and returned either or both forms of proxy distributed with the Scheme Document, those forms of proxy (including the voting instructions, if any, given in those forms of proxy) will remain valid for the reconvened Court Meeting and the reconvened EGM, respectively, unless the Shareholder completes and returns a new form of proxy or unless the Shareholder attends in person and votes at the reconvened meeting. This means that, unless the Shareholder completes and returns a new form of proxy with new voting instructions or attends in person and votes at the reconvened meeting, a previously submitted form of proxy containing a vote “against” a resolution will be counted as a vote “against” the relevant resolution when it is proposed at the reconvened meeting (notwithstanding the increase in the cancellation price) or, conversely, a previously submitted form of proxy containing a vote “for” a resolution will be counted as a vote “for” the relevant resolution when it is proposed at the reconvened meeting (again, notwithstanding the increase in the cancellation price).

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Shareholders who wish their existing form(s) of proxy to remain in place need take no action.

Shareholders who wish to change their voting instructions for the reconvened Court Meeting and/or the reconvened EGM, or to revise any proxy appointment which has already been made, should complete and return the new form(s) of proxy enclosed with the Supplemental Scheme Document. Any new form(s) of proxy so returned will supersede any previous form(s) of proxy which have previously been submitted by Shareholders in respect of the same Shares. Alternatively, Shareholders can attend in person and vote at the relevant meeting. In such event, a previously completed and returned form of proxy will be deemed to have been revoked.

Shareholders who have not previously completed and returned forms of proxy for the Court Meeting and/or the EGM should complete and return the new forms of proxy enclosed with the Supplemental Scheme Document if they wish to appoint a proxy and/or give voting instructions for the reconvened meetings.

If a Shareholder has previously completed and returned a form of proxy in respect of his Shares, but is no longer the registered holder of those Shares on Wednesday, 4 February, 2009, the form of proxy submitted by the former Shareholder in respect of those Shares will not be valid for the reconvened Court Meeting or the reconvened EGM (as the case may be) and will be disregarded. Only Shareholders whose names are in the Register on Wednesday, 4 February, 2009 will be eligible to attend and vote at the Court Meeting and the EGM, respectively.

If a Shareholder has previously completed and returned forms of proxy for use at the Court Meeting and/or the EGM but has subsequently sold part of his shareholding since the date on which the forms of proxy were returned, then, unless the Shareholder completes and returns new forms of proxy in respect of the Shareholder’s remaining Shares, the previously returned forms of proxy will remain valid for the reconvened meetings in respect of the Shareholder’s remaining Shares registered in his name on Wednesday, 4 February, 2009.

If a Shareholder has previously completed and returned forms of proxy for use at the Court Meeting and/or the EGM but has subsequently acquired additional Shares, such Shareholder should complete and return new forms of proxy enclosed with the Supplemental Scheme Document in respect of those additional Shares, if the Shareholder wishes to appoint a proxy and/or give voting instructions for the reconvened meetings in respect of those additional Shares. Those new forms of proxy may be completed and returned in respect of all the Shares held by a Shareholder (in which case the new forms of proxy will supersede the forms of proxy previously

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completed and returned) or in respect of only the additional Shares acquired (in which case the previously completed and returned forms of proxy will remain valid in respect of the numbers of Shares in respect of which they were previously completed and returned).

THE COMPLETION AND RETURN OF A FORM OF PROXY FOR THE RECONVENED COURT MEETING OR THE RECONVENED EGM WILL NOT PRECLUDE SHAREHOLDERS FROM ATTENDING AND VOTING IN PERSON AT THE RELEVANT MEETING. IN SUCH EVENT, THE RETURNED FORM(S) OF PROXY WILL BE DEEMED TO HAVE BEEN REVOKED.

For Beneficial Owners whose Shares are held by a Registered Owner or deposited in CCASS (other than ADS Holders)

No person shall be recognised by PCCW as holding any Shares upon any trust.

If you are a Beneficial Owner whose Shares are held by a Registered Owner (such as a nominee, depositary, trustee or authorised custodian), you should contact the Registered Owner and check whether any voting instruction submitted before the date of the Supplemental Scheme Document remains valid or is void. You should contact the Registered Owner and provide him, her or it with instructions or make arrangements with the Registered Owner in relation to the manner in which your Shares should be voted at the reconvened Court Meeting and/or the reconvened EGM. Such instructions and/or arrangements should be given or made in advance of the aforementioned latest time for the lodgement of forms of proxy in respect of the reconvened Court Meeting and the reconvened EGM or otherwise in accordance with the instructions of the Registered Owner in order to provide the Registered Owner with sufficient time to accurately complete his, her or its form(s) of proxy and to submit it/them by the deadlines stated above (Please refer to Appendix II of the Supplemental Scheme Document for details), or otherwise to vote at the reconvened meetings. To the extent that any Registered Owner requires instructions from or arrangements to be made with any Beneficial Owner at a particular date or time in advance of the aforementioned latest time for the lodgement of forms of proxy in respect of the reconvened Court Meeting and the reconvened EGM, then any such Beneficial Owner should comply with the requirements of the Registered Owner.

If you are a Beneficial Owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees Limited you should (unless you are a person admitted to participate in CCASS as an Investor Participant) contact your Intermediary and check whether any voting instruction submitted before the date of the Supplemental Scheme Document remains valid or is void. You should contact your Intermediary and provide your Intermediary with instructions or make arrangements with the Intermediary in relation to the manner in which your Shares

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should be voted at the reconvened Court Meeting and/or the reconvened EGM. Such instructions and/or arrangements should be given or made in accordance with the requirements of your Intermediary in order to allow your Intermediary sufficient time to ensure that your instructions are given effect. The procedure for voting in respect of the Scheme by CCASS Participants with respect to Shares registered under the name of HKSCC Nominees Limited shall be in accordance with the “General Rules of CCASS”, the “CCASS Operational Procedures” and any other requirements of CCASS.

The procedure for voting at the reconvened Court Meeting and the reconvened EGM by Beneficial Owners who have been admitted to participate in CCASS as Investor Participants shall be in accordance with the “General Rules of CCASS”, the “CCASS Operational Procedures” and any other requirements of CCASS. Beneficial Owners who have been admitted to participate in CCASS as Investor Participants should contact CCASS to check whether any voting instruction submitted before the date of the Supplemental Scheme Document remains valid or is void and to provide CCASS with instructions or make arrangements with CCASS in relation to the manner in which such Beneficial Owner’s Shares should be voted at the reconvened Court Meeting and/or the reconvened EGM.

For ADS Holders

ADS Holders cannot vote at the reconvened Court Meeting or the reconvened EGM directly but may instruct the Depositary to vote the Shares underlying their ADSs in accordance with the terms of the Deposit Agreement. A Voting Instruction Card is made available to ADS Holders with the Supplemental Scheme Document for this purpose, and must be completed, signed and returned to the Depositary so that the Depositary receives it no later than 10:00 a.m. (New York time) on Wednesday, 28 January, 2009.

VOTING INSTRUCTION CARDS PREVIOUSLY RETURNED TO THE DEPOSITARY ARE NO LONGER VALID. ADS HOLDERS WHO WISH TO INSTRUCT THE DEPOSITARY HOW TO VOTE AT THE RECONVENED COURT MEETING AND RECONVENED EGM MUST SEND A NEW COMPLETED AND SIGNED VOTING INSTRUCTION CARD TO THE DEPOSITARY SO THAT THE DEPOSITARY RECEIVES IT NO LATER THAN 10:00 A.M. (NEW YORK TIME) ON WEDNESDAY, 28 JANUARY, 2009. IF AN ADS HOLDER DOES NOT RETURN THE VOTING INSTRUCTION CARD BY THIS TIME, THE SHARES UNDERLYING HIS OR HER ADSs WILL NOT BE VOTED AT THE RECONVENED COURT MEETING OR THE RECONVENED EGM. PERSONS HOLDING ADSs INDIRECTLY MUST RELY ON THE PROCEDURES OF THE BANK, BROKER OR FINANCIAL INSTITUTION IN WHICH SUCH ADSs ARE HELD.

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If ADS Holders wish to attend the reconvened Court Meeting and the reconvened EGM (whether in person or by proxy), ADS Holders must elect to become holders of Shares by surrendering their ADSs and withdrawing the Shares represented by their ADSs in accordance with the terms of the Deposit Agreement so that they become registered holders of the Shares prior to 4:30 p.m. (Hong Kong time) on Friday, 30 January, 2009. Such ADS Holders must pay a cancellation fee of up to US$0.05 (equivalent to approximately HK$0.39) per ADS cancelled and may incur taxes and governmental charges payable in connection with such cancellation and withdrawal. In order to surrender their ADSs and withdraw the underlying Shares, ADS Holders should contact their brokers or custodians to make the necessary arrangements or otherwise they may contact the Depositary at +1 877-248-4237.

For details in relation to the forms of proxy, please refer to Appendix II of the Supplemental Scheme Document.

Additional copies of the Supplemental Scheme Document and the forms of proxy for the reconvened Court Meeting and the reconvened EGM can be obtained by contacting (a) Computershare Hong Kong Investor Services Limited, the share registrar of PCCW, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or (b) the registered office of PCCW at 39th Floor, PCCW Tower, TaiKoo Place, 979 King’s Road, Quarry Bay, Hong Kong, during usual business hours before Monday, 2 February, 2009.

Shareholders and/or potential investors in shares and/or other securities of PCCW should be aware that the implementation of the Improved Proposal and the Scheme is subject to the conditions as set out in the Scheme Document and the Supplemental Scheme Document being fulfilled or waived, as applicable, and thus the Improved Proposal and the Scheme may or may not become effective. Shareholders, holders of other securities and/or potential investors are advised to exercise caution when dealing in shares and/or other securities of PCCW.

By Order of the Board of PCCW Limited Philana WY Poon

Group General Counsel and Company Secretary

Hong Kong, 23 January, 2009

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The directors of PCCW as at the date of this announcement are as follows:

Executive Directors:

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

Non-Executive Directors:

Sir David Ford, KBE, LVO, Mr. Lu Yimin, Mr. Zuo Xunsheng (Deputy Chairman) and Mr. Li Fushen

Independent Non-Executive Directors:

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

The directors of PCCW jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Please also refer to the published version of this announcement in The Standard on Thursday, 29 January 2009.

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