PCCW CAPITAL NO. 4 LIMITED (incorporated in the British Virgin Islands with limited liability) U.S.$300,000,000 5.75% GUARANTEED NOTES DUE 2022 irrevocably and unconditionally guaranteed by PCCW LIMITED (incorporated in Hong Kong with limited liability) ISSUE PRICE: 98.775% The 5.75% Guaranteed Notes due 2022 (the “Notes”) in the aggregate principal amount of U.S.$300,000,000 to be issued by PCCW Capital No. 4 Limited (the “Issuer”) will be irrevocably and unconditionally guaranteed (the “Guarantee”) by PCCW Limited (the “Guarantor”). The Notes will bear interest from 17 April 2012 at the rate set forth above, payable semi-annually in arrear on 17 April and 17 October of each year (commencing on 17 October 2012). The Notes mature on 17 April 2022. The Notes are not redeemable prior to maturity, except that the Notes may be redeemed, in whole but not in part, in the event of certain developments affecting taxation at 100% of their principal amount plus accrued interest and in the event of a Change of Control (as defined in the Terms and Conditions of the Notes) at 101% of their principal amount plus accrued interest, as described in this Offering Circular. The Notes will constitute direct, general, unconditional, unsubordinated and (subject to the negative pledge set out in the Terms and Conditions of the Notes) unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The Guarantee will constitute direct, general, unconditional, unsubordinated and (subject to the negative pledge set out in the Terms and Conditions of the Notes) unsecured obligations of the Guarantor which will at all times rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the Guarantor, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Approval in-principle has been received for the listing of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any statements made or opinions expressed or reports contained in this Offering Circular. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantor or the Notes. Investing in the Notes involves risks. Please see “Risk Factors” beginning on page 10. The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this Offering Circular, see “Subscription and Sale”. The Notes will be represented by beneficial interests in a global certificate (the “Global Certificate”) in registered form, without interest coupons attached, which will be registered in the name of a nominee of, and shall be deposited on or about 17 April 2012 (the “Issue Date”) with a common depositary for, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream. Except as described herein, certificates for Notes will not be issued in exchange for beneficial interests in the Global Certificate. Joint Bookrunners and Joint Lead Managers Morgan Stanley The Royal Bank of Scotland 12 April 2012 The Issuer and the Guarantor are responsible for the accuracy and completeness of the information in this Offering Circular and the Issuer and the Guarantor represent and warrant that the information in this Offering Circular is in all material respects in accordance with the facts and does not omit anything likely to affect the accuracy and completeness of such information in any material respect, provided that for the information provided by third-party sources contained herein, the Issuer and the Guarantor accept responsibility for accurately reproducing such information but accept no further or other responsibility in respect of such information. Investors should only rely on the information contained in this Offering Circular. The information contained in this Offering Circular is given only as at the date of this Offering Circular. The business, financial condition, results of operations and prospects of the Issuer and the Guarantor may have changed since that date. This Offering Circular is based on information provided by the Issuer and the Guarantor and by other sources that they believe are reliable. No assurance can be given that such information from other sources is accurate or complete. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY NOTE OFFERED HEREBY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER, THE GUARANTOR OR THEIR RESPECTIVE SUBSIDIARIES OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS AT ANY DATE SUBSEQUENT TO THE DATE HEREOF. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Guarantor, Morgan Stanley & Co. International plc and The Royal Bank of Scotland plc (the “Joint Lead Managers”) to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Notes, and the circulation of documents relating thereto, in certain jurisdictions including the United States, the United Kingdom, the Netherlands, Singapore, Japan, Hong Kong and the British Virgin Islands, and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the Notes and distribution of this Offering Circular, see “Subscription and Sale”. This Offering Circular has been prepared by the Issuer and the Guarantor solely for use in connection with the offering of the Notes related thereto and described herein. The Issuer, the Guarantor and the Joint Lead Managers reserve the right to reject any offer to purchase the Notes offered hereby in the primary market, in whole or in part, for any reason. Each person receiving this Offering Circular acknowledges that (i) such person has been afforded an opportunity to request from the Issuer and the Guarantor and to review, and has received, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information contained herein, (ii) such person has not relied on the Joint Lead Managers or any person affiliated with the Joint Lead Managers in connection with any investigation of the accuracy of such information or its investment decision, and (iii) no person has been authorised to give any information or to make any representation concerning the Issuer, the Guarantor or the Notes (other than as contained herein and information given by duly authorised officers and employees of the Issuer and the Guarantor in connection with investors’ examination of the Issuer and the Guarantor and the terms of the offering of the Notes) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer, the Guarantor, the Joint Lead Managers, The Bank of New York Mellon (the “Trustee”) or the Agents (as defined in the terms and conditions of the Notes). —i— In making an investment decision, investors must rely on their own examination of the Issuer and the Guarantor and the terms of the Offering, including the merits and risks involved. The Notes have not been recommended by the Issuer, the Guarantor, the Joint Lead Managers, the Trustee or the Agents. No representation or warranty, expressed or implied, is made by the Joint Lead Managers, the Trustee or the Agents as to the accuracy or completeness of the information set forth herein, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The Joint Lead Managers have not independently verified any of such information and assumes no responsibility for its accuracy or completeness. To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee or any Agent accepts any responsibility for the contents of this Offering Circular. Each of the Joint Lead Managers, the Trustee and the Agents accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular. IN CONNECTION WITH THIS OFFERING, THE ROYAL BANK OF SCOTLAND PLC (THE “STABILISING MANAGER”) OR ANY PERSON ACTING FOR THE STABILISING MANAGER MAY, SUBJECT TO ALL APPLICABLE LAWS, OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE.