09:06     FIRST PACIFIC<00142> - Announcement & Resumption (2)                

    Assuming full exchange of the Notes at the initial                        
    value of the Exchange Property, the Notes will be                         
    exchangeable into 6,784,091 PLDT Shares (subject to                       
    adjustment), representing approximately 4.0 per cent.                     
    of the Guarantor's economic interest in PLDT, and                         
    reducing the Guarantor's economic interest in PLDT                        
    Shares from approximately 24.2 per cent. to 20.2 per                      
    cent. and reducing the Guarantor's percentage of                          
    voting interest of PLDT from 31.3 per cent. to 27.3                       
    per cent.                                                                 
                                                                              
    The estimated net proceeds of the issue of the Notes,                     
    after deduction of commissions and professional and                       
    administrative expenses (amounting to approximately                       
    US$5,000,000), are estimated to be approximately                          
    US$194,000,000. The Issuer intends to lend the net                        
    proceeds from the issue of the Notes to the Guarantor.                    
    The Guarantor intends to use the net proceeds for                         
    general corporate purposes including acquisitions in                      
    line with the Guarantor's principal strategic                             
    objectives, repayment of debt and working capital                         
    (however, no specific acquisition is currently                            
    contemplated).                                                            
                                                                              
    Approval in-principle was granted on 2 December 2004                      
    for the listing of, and quotation for, the Notes on                       
    the official list of the SGX-ST.                                          
                                                                              
    Completion of the Subscription Agreement is subject                       
    to the satisfaction and/or waiver of the conditions                       
    precedent therein. In addition, the Subscription                          
    Agreement may be terminated under certain                                 
    circumstances. Please refer to the paragraph headed                       
    "SUBSCRIPTION AGREEMENT" below for further                                
    information.                                                              
                                                                              
    As the transactions pursuant to the Subscription                          
    Agreement may or may not complete, potential                              
    investors are advised to exercise caution when                            
    dealing in the shares of the Guarantor.                                   
                                                                              
    At the request of the Guarantor, trading in the shares                    
    of the Guarantor has been suspended since 9:30 a.m.                       
    on 12 January, 2005 and an application has been made                      
    to the Stock Exchange for the resumption of trading                       
    with effect from 9:30 a.m. on 13 January, 2005.                           
                                                                              
    SUBSCRIPTION AGREEMENT                                                    
    Date:   12 January, 2005                                                  
                                                                              
    Parties:        The Issuer                                                
    The Guarantor                                                             
    UBS AG                                                                    
                                                                              
    Subject to the fulfilment of the conditions set out                       
    below under the section headed "Conditions Precedent                      
    of the Issue of and Subscription for the Notes", UBS                      
    AG has agreed to subscribe, or procure subscriptions,                     
    for the Notes with an aggregate principal amount of                       
    US$199,000,000, exchangeable for PLDT Shares at the                       
    option of the holder.                                                     
                                                                              
    The Notes will be offered and sold to persons whose                       
    ordinary business involves buying, selling or                             
    investing in securities outside the United States in                      
    reliance upon Regulation S of the U.S. Securities Act.                    
    None of the Notes will be offered to the public in                        
    Hong Kong nor will they be placed to any connected                        
    persons (as defined in the Listing Rules) of the                          
    Issuer or the Guarantor.                                                  
                                                                              
    UBS AG may, to the extent permitted by, and in                            
    accordance with, applicable laws and regulations,                         
    over allot or effect transactions with a view to