SM Investments : 2016 20-IS Preliminary Statement

COVER SHEET

SEC Registration Number

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Company Name

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Principal Office (No./Street/Barangay/City/Town/Province)

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Form Type Department requiring the report Secondary License Type, If Applicable

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COMPANY INFORMATION

Company‟s Email Address Company‟s Telephone Number/s Mobile Number

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857-0100

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No. of Stockholders

Annual Meeting Month/Day

Fiscal Year Month/Day

1,244

April 26, 2017

12/31

CONTACT PERSON INFORMATION

The designated contact person MUST be an Officer of the Corporation

Name of Contact Person	Email Address	Telephone Number/s	Mobile Number
Mr. Jose T. Sio	-	857-0100	-

Contact Person‟s Address

10th Floor, One E-Com Center, Harbor Drive, Mall of Asia Complex, CBP-1A, Pasay City 1300

Note: In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.

Notice of Annual Stockholders' Meeting April 26, 2017 at 2:30 p.m.

SMX Manila, 2nd Floor, Function Room 3 Seashell Drive, Mall of Asia Complex, Pasay City 1300

To all Stockholders:

Please take notice that the 2017 annual stockholders‟ meeting of SM Investments Corporation will be held on April 26, 2017 at 2:30 p.m. at the Function Room 3, SMX Manila, Seashell Drive, J.W. Diokno Boulevard, Mall of Asia Complex, Pasay City. The proposed agenda of the meeting is set forth below:

1. Call to order

2. Certification of notice and quorum

   A G E N D A

3. Approval of minutes of annual meeting of stockholders held on April 27, 2016

4. Annual Report for the Year 2016 (Open Forum)

5. Ratification of the acts of the Board of Directors and the management from the date of the last annual stockholders‟ meeting up to the date of this meeting

6. Election of directors for 2017 - 2018

7. Appointment of external auditors

8. Other Matters

9. Adjournment

Attached are the rationale for the above agenda items for reference.

The Board of Directors has fixed the end of trading hours of the Philippine Stock Exchange (PSE) on March 27, 2017 as the record date for the determination of stockholders entitled to notice of and to vote at such meeting and any adjournment thereof.

In case you cannot personally attend the meeting, you may accomplish the attached proxy form and submit the same to the office of the Corporate Secretary at the 33rd Floor, The Orient Square, F. Ortigas Jr. Road, Ortigas Center, Pasig City 1600 at least seven (7) business days (or until April 17, 2017) before the date set for the annual meeting, as provided in the By-laws.

For your convenience in registering your attendance, please bring some form of identification, such as a passport, driver‟s license, or company I.D.

Pasig City, March 1, 2017.

BY THE ORDER OF THE BOARD OF DIRECTORS ELMER B. SERRANO Corporate Secretary SM INVESTMENTS CORPORATION

Rationale for Agenda Items:

Agenda Item 3: T o a ckn o wl ed g e a n d co n sid er th e Min u tes o f Ann u a l S to ckh o ld ers' Meeting held on April 27, 2016 for approval.

The Minutes of the ASM held on April 27, 2016 were made and submitted to the SEC within the period prescribed by pertinent laws, rules and regulation. The Minutes were also posted on the Company‟s website. The Board of Directors recommends the stockholders to consider subject minutes for approval on April 26, 2017.

Agenda Item 4: To acknowledge and consider for approval the Annual Report of the Company for 2016.

The Company‟s 2016 performance results have been duly summarized in the Annual Report which includes the Audited Financial Statements (AFS) of the Company for the year ended 2016. The AFS have been reviewed by the Audit Committee and the Board of Directors, and have been audited by the external auditors who expressed an unqualified opinion on the aforementioned financial statements. Any stockholder who would like to receive a hard copy or CD of the 2016 Annual Report may do so from the Investor Relations Office.

Agenda Item 5: To acknowledge and ratify all the acts of the Board of Directors and Management f ro m th e d a te of th e la st Ann ua l S to ckh o ld ers' Me etin g to th e d a te of th is meetin g .

The Company‟s performance in 2016, as detailed in the Annual Report, is attributed to the strategic directions and key policies set by the Board of Directors which were effectively executed and complied with by Management in conformance with good corporate governance and ethical best practices.

Agenda Item 6: To elect the Board of Directors for 2017 to 2018

Qualifications of the nominated Directors have been duly reviewed and based thereon, the nominated Directors are determined to be qualified and are being recommended by the Company‟s Corporate Governance Committee for election. Their proven competence, expertise and qualifications based on current regulatory standards and the Company‟s own norms, will help sustain the Company‟s solid performance for the benefit of all its stockholders.

Agenda Item 7: To consider and approve the Au d it Co mmittee' s reco mmen d a tio n fo r the appointment of the external auditor.

Based on the recommendation of the Audit Committee, the Board nominates SyCip Gorres Velayo & Co. (SGV & Co.) as the Company‟s external auditor for 2017. SGV & Co. is one of the top auditing firms in the country which is duly accredited with the Securities and Exchange Commission. The stockholders are also endorsed to delegate approval authority to the Board to approve the appropriate audit fee for 2016.

Pasig City, March 1, 2017.

(SAMPLE PROXY FORM FOR INDIVIDUALS)

PROXY

The undersigned stockholder of SM Investments Corporation (the "Company") hereby appoints

or in his absence, the Chairman of the meeting, as attorney and proxy, with power of substitution, to represent and vote shares registered in his/her/its name as proxy of the undersigned stockholder, at the Annual Meeting of Stockholders of the Company on April 26, 2017 and at any of the adjournments thereof for the purpose of acting on the following matters:

1. Approval of minutes of previous annual stockholders‟ meeting.

   Yes No Abstain

2. Approval of 2016 Annual Report.

   Yes No Abstain

3. Ratification of all acts and resolutions of the Board of Directors and Executive Officers.

   Yes No Abstain

4. Election of Directors.

   a) Vote for all nominees listed below:

   [●] To be finalized when Nomination Period has closed

   b) Withhold authority for all nominees listed above

   c) Withhold authority to vote for the nominees listed below:

5. Election of SyCip Gorres Velayo & Co. as external auditor.

   Yes No Abstain

6. At their discretion, the proxies named above are authorized to vote upon such other matters as may be properly come before the meeting.

Yes No Abstain

Printed Name of Stockholder

Signature of Stockholder /

Authorized Signatory

Date