SM Prime : 2022 SEC Form 20-IS Definitive

COVER SHEET

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SEC FORM 20-IS

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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

2,346

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.

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, 2023 and any adjournments thereof for the purpose of acting on the following matters:

1. Approval of minutes of previous meeting held on April 25, 2022

Yes No Abstain

2. Approval of 2022 Annual Report

Yes No Abstain

3. 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

4. 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:

5. Appointment 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 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 2023 (2:30 P.M.), AS PROVIDED IN THE BY-LAWS TO THE OFFICE OF THE CORPORATE SECRETARY AT 1105 TOWER 2 HIGH STREET SOUTH CORPORATE PLAZA, 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.