SM Prime : 2021 SEC Form 20-IS Preliminary

COVER SHEET

for

SEC FORM 20-IS

SEC Registration Number

A S 0 9 4 - 0 0 0 0 8 8

Company Name

S M P R I M E H O L D I N G S , I N C . A N D S U

B S I D I A R I E S

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

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Form Type

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COMPANY INFORMATION

Company's Email Address

Company's Telephone Number/s

Mobile Number

8831-1000

Annual Meeting

Fiscal Year

No. of Stockholders

Month/Day

Month/Day

2,386

December 31

CONTACT PERSON INFORMATION

The designated contact person MUSTbe an Officer of the Corporation

Name of Contact Person

Email Address

Telephone Number/s

Mobile Number

John Nai Peng C. Ong

[e-mail]

8831-1000

Contact Person's Address

10th Floor, Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex,

Brgy. 76, Zone 10, 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 25, 2022 | 2:30p.m.

Dear Stockholders:

The Annual Stockholders' Meeting of SM PRIME HOLDINGS, INC. (the Company) will be held on April 25, 2022 (Monday) at 2:30 p.m. The conduct of the meeting will be a combination of in- person and remote attendance, and all voting by stockholders will be in absentia through a secure online voting facility. The in-person meeting will be held at Forbes Ballroom 1 and 2, Conrad Manila Seaside Blvd. corner Coral Way, Mall of Asia Complex, Pasay City, and will be livestreamed for stockholders participating remotely.

AGENDA

1. Call to Order
2. Certification of Notice and Quorum
3. Approval of Minutes of the Annual Meeting of Stockholders held on April 20, 2021
4. Approval of Annual Report for 2021
5. Open Forum
6. General Ratification of Acts of the Board of Directors, Board Committees and Management
7. Election of Directors for 2022-2023
8. Appointment of External Auditor
9. Other Matters
10. Adjournment
    Annex A provides a brief explanation of each agenda item for approval.

The Board of Directors has fixed the end of trading hours of the Philippine Stock Exchange on March 18, 2022 as the record date for the determination of stockholders entitled to notice of, to participate, and to vote in absentia, at such meeting and any adjournment thereof.

Stockholders who intend to attend the meeting, whether in-person or remotely, must notify the Corporate Secretary by registering at asmregister.smprime.comand submit the required information on or before April 21, 2022. All information received will be subject to verification by the Corporate Secretary.

In-person attendance will be limited to comply with the maximum indoor capacity of the venue as prescribed by government regulations. Shareholders who wish to attend in person must email the Company's Investor Relations at <[e-mail]> of their intention to attend, and only the first one hundred (100) fully vaccinated individuals to email will be allowed to join the in-person meeting.

Stockholders who wish to appoint a proxy should submit an advance electronic copy of their duly accomplished proxy forms during registration, and send the originals on or before 2:30 p.m. on April 22, 2022 (Friday) to the Office of the Corporate Secretary at Rooms 1009 and 1011, 10th Floor Six/NEO, 5th

Avenue cor. 26th Street, Bonifacio Global City, Taguig City for validation pursuant to the Company's By- laws. Sample formats of the proxy forms for individual and corporate stockholders are attached.

Registered stockholders can then cast their votes in absentia through the Company's secure online voting facility and access the live streaming of the meeting. Detailed log-in instructions will be sent to the email provided by each shareholder to the Company. The registration and voting procedures are set forth in the "Guidelines for Participation via Remote Communication and Voting in Absentia", appended as Annex A to the Definitive Information Statement posted on the Company's website and PSE EDGE.

For further information on the annual meeting, please visit www.smprime.com/annual- stockholders-meeting.

Thank you.

Taguig City, February 23, 2022.

ELMER B. SERRANO

Corporate Secretary

Rationale for Agenda Items:

Agenda Item No. 3: Approval of Minutes of the Annual Stockholders' Meeting Held on April 20, 2021

The draft minutes of the Annual Stockholders' Meeting held on April 20, 2021 were posted on the Company's website within twenty- four (24) hours from adjournment of the meeting. These minutes are subject to stockholders' approval during this year's meeting.

Agenda Item No. 4: Approval of Annual Report for the Year 2021

The Company's 2021 performance has been duly summarized in the Annual Report, which also contains the Audited Financial Statements (AFS) of the Company for the year ended 31 December 2021. The AFS, as audited by the external auditor Sycip Gorres Velayo & Co. (SGV&Co.) which expressed an unqualified opinion therefor, have been reviewed and approved by the Audit Committee and the Board of Directors of the Company. Any stockholder who would like to receive a hard or soft copy of the 2021 Annual Report may do so through the Company's Investor Relations Office. The 2021 Annual Report is also posted on the Company's website.

Agenda Item No. 5: General ratification of the acts of the Board of Directors, Board Committees and the Management from the Date of the Last Annual Stockholders' Meeting up to the Date of this Meeting

The Company's performance in 2021, 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. The ratification of the acts undertaken by the Board of Directors, Board Committees, and Management is sought for this meeting.

Agenda Item No. 6: Election of Directors for 2022-2023

The profiles of pre-qualified nominees will be posted on the Company's website as soon as the Final List of Candidates or Nominees is available at the end of the nomination process. Directors for 2022-2023 will be elected during this stockholders' meeting.

Agenda Item No. 7: Appointment of External Auditor

With the endorsement of the Audit Committee, the Board approved the reappointment of SGV&Co. as the Company's external auditor for 2022. SGV&Co. is one of the top auditing firms in the country and is duly accredited with the Securities and Exchange Commission.

SAMPLE PROXY FORM

(FOR INDIVIDUAL STOCKHOLDERS)

The undersigned stockholder of SM PRIME HOLDINGS, INC. (the Company) hereby appoints

_______________________________ or in his/her absence, the Chairman of the meeting, as attorney and proxy, with

power of substitution, to present and vote all shares registered in his/her name as proxy of the undersigned stockholder, at the Annual Meeting of Stockholders of the Company on April 25, 2022 and any adjournments thereof for the purpose of acting on the following matters:

1. Approval of minutes of previous meeting held on April 20, 2021
   ____ Yes _____ No _____ Abstain
2. Approval of 2021 Annual Report

____ Yes _____ No _____ Abstain

1. 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
   ____ Yes _____ No _____ Abstain
2. Election of Directors

____ Vote for all nominees listed below

Henry T. Sy, Jr. Hans T. Sy Herbert T. Sy Jeffrey C. Lim Jorge T. Mendiola

Amando M. Tetangco, Jr. (Independent) J. Carlitos G. Cruz (Independent)

Darlene Marie B. Berberabe (Independent)

____ Withhold authority for all nominees listed above

____ Withhold authority to vote for the nominees listed below:

_________________ _________________

_________________ _________________

_________________ _________________

_________________ _________________

1. Appointment of SyCip Gorres Velayo & Co. as external auditor
   ____ Yes _____ No _____ Abstain
2. At their discretion, the proxies named above are authorized to vote upon such other matters as may properly come before the meeting.
   ____ Yes _____ No _____ Abstain

__________________________________

PRINTED NAME OF STOCKHOLDER

_________________________________

SIGNATURE OF STOCKHOLDER/

AUTHORIZED SIGNATORY

__________________________________

DATE

THIS PROXY SHOULD BE SUBMITTED ON OR BEFORE 22 APRIL 2022 (2:30 P.M.), AS PROVIDED IN THE BY-LAWSTO THE OFFICE OF THE CORPORATE SECRETARY AT ROOMS 1009 AND 1011, U-10THFLOOR NET LIMA CENTRE, 5TH AVENUE COR. 26TH STREET, BONIFACIO GLOBAL CITY, TAGUIG CITY.

THIS PROXY IS NOT REQUIRED TO BE NOTARIZED, AND WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT AND/OR AS RECOMMENDED BY MANAGEMENT OR THE BOARD OF DIRECTORS.

A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED.