SM Prime : 2023 ASM Minutes

MINUTES OF THE ANNUAL MEETING OF THE

STOCKHOLDERS OF

SM PRIME HOLDINGS, INC.

Held on 25 April 2023 at 2:30 p.m.

At the Forbes Ballroom 1 and 2, Conrad Manila

Seaside Blvd. corner Coral Way, Mall of Asia Complex, Pasay City (Livestreamed via Zoom Webinar)

DIRECTORS PRESENT:
HENRY T. SY, JR.	Chairman of the Board
	Member, Executive Committee
AMANDO M. TETANGCO, JR.	Vice Chairman and Lead Independent Director
	Chairperson, Audit Committee
	Member, Risk Oversight Committee
	Member, Corporate Governance Committee
	Member, Related Party Transactions Committee
DARLENE MARIE B. BERBERABE	Independent Director
	Chairperson, Corporate Governance Committee
	Chairperson, Related Party Transactions
	Committee
	Member, Audit Committee
J. CARLITOS G. CRUZ	Independent Director
	Chairman, Risk Oversight Committee
	Member, Corporate Governance Committee
	Member, Audit Committee
HANS T. SY	Director
	Chairman, Executive Committee
HERBERT T. SY	Director
	Member, Executive Committee
JORGE T. MENDIOLA	Non-Executive Director
	Member, Audit Committee
	Member, Risk Oversight Committee
	Member, Related Party Transactions Committee
JEFFREY C. LIM	Director and President
	Member, Executive Committee

ALSO PRESENT:
TERESITA T. SY-COSON	Adviser to the Board
ELIZABETH T. SY	Adviser to the Board
JOSE T. SIO	Adviser, Audit Committee and Risk Oversight
JOHN NAI PENG C. ONG	Committee
Chief Finance Officer/ Corporate Information Officer/
ELMER B. SERRANO	Chief Compliance Officer
Corporate Secretary
MARVIN PERRIN L. PE	Chief Audit Executive
JOANA B. TIANGCO	Chief Risk Officer
ALEXANDER D. POMENTO	Vice President - Investor Relations
BELINDA T. BENG-HUI	SyCip Gorres Velayo & Co.
Stockholders present in person or	25,658,056,980 shares (Please see Record of
represented by proxy	Attendance here attached as Annex A)

1. Call to Order

The meeting opened with an invocation followed by the Philippine National Anthem. The host then acknowledged the presence of all directors and key officers of SM Prime Holdings, Inc. (the Company). Atty. Elmer B. Serrano, Corporate Secretary, then introduced Mr. Henry T. Sy Jr., the Chairman of the Board.

The Chairman welcomed the stockholders and guests 2023 Annual Stockholders' Meeting of the Company, held in-person at Conrad Manila and streaming live via Zoom Webinar. He then called the meeting to order and presided over the proceedings. The Corporate Secretary recorded the minutes of meeting.

2. Certification of Notice and Quorum

Before proceeding with the meeting, the Chairman requested the Corporate Secretary to certify to the posting and publication of notice and existence of a quorum.

The Corporate Secretary certified that, in compliance with rules issued by the Securities and Exchange Commission, the notice of this meeting, the Definitive Information Statement, and the Company's "Guidelines for Remote Participation and Voting in Absentia" were uploaded via PSE EDGE on March 10, 2023 and posted on the Company's website, also beginning 10 March 2023.

In addition, the notice of meeting was published in the Business Sections of Manila Bulletin and the Philippine Daily Inquirer on March 20 & 21, 2023, in print and online formats.

The Corporate Secretary then certified that based on record of attendance, stockholders attending by proxy and stockholders who have registered to remotely join the virtual meeting represent 25,658,056,980 common shares, constituting 88.85% of the total outstanding capital stock of the Company as of record date 17 March 2023. He then certified that a quorum was present for the transaction of business by the stockholders.

The Corporate Secretary announced that SyCip Gorres Velayo & Co. has been engaged as third-party tabulator of votes cast for the meeting. He also informed participants that the meeting will be recorded in accordance with SEC rules.

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3. Approval of Minutes of the Annual Stockholders' Meeting held on 25 April 2022

The Chairman proceeded to the next item in the agenda which is the approval of the minutes of the annual meeting of stockholders held on 25 April 2022. A copy of the minutes was posted on the Company's website soon after last year's annual meeting adjourned. The minutes have also been appended to the Definitive Information Statement which was posted on PSE EDGE.

The Corporate Secretary stated for the record that unqualified votes cast for each item for approval shall be counted in favor of the matter under consideration.

He then presented the tabulation of votes casted for the approval of the minutes:

In Favor		Against		Abstain
No. of Shares		%	No. of Shares	%	No. of Shares	%
25,658,056,980		100.00	0	0	0	0

With the above votes in favor, the following resolution was passed and adopted:

"RESOLVED, that the minutes of the annual meeting of stockholders held on 25 April 2022 are approved."

4. Approval of 2022 Annual Report and 2022 Audited Financial Statements

The Chairman then requested Mr. Jeffrey C. Lim, President, to present his report on the results of operations for 2022. The President reported as follows:

"Good afternoon, ladies and gentlemen. Let me welcome everyone to SM Prime Holdings Inc.'s 2023 Annual Stockholders' Meeting. I hope you are all well as we gather once again to celebrate the past year and welcome this new chapter with renewed hopes and a positive outlook.

We welcomed 2022 with a more straightforward path to recovery despite the surge of COVID-19 cases at the beginning of the year due to the Omicron variant. With the reopening of borders, relaxation of health and safety protocols, and full access to various means of transportation, we gained momentum in delivering our commitment to build and manage innovative and sustainable lifestyle cities across the country.

Through our continued pursuit of growth and expansion, SM Prime remains steadfast in empowering the communities we serve, reaching greater footprint in key areas in the country.

In 2022, SM Prime reported a consolidated net income of PHP30.1 billion, 38% higher than PHP21.8 billion in 2021. This is supported by a 29% increase in consolidated revenues to PHP105.8 billion from last year's PHP82.3 billion. Your Company's consolidated assets reached PHP874.2 billion from PHP804.4 billion in the previous year. These results were achieved despite the challenges we faced, due to rising inflation and interest rates, affecting the supply chain domestic spending.

SM Prime's mall business accounts for 52% of consolidated revenues. Malls based in the Philippines registered PHP49.8 billion in revenues in 2022, more than double of the reported PHP24.1 billion in the previous year. These results were due to

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the resumption of full rental fees in the second half of 2022 and the notable recovery in the entertainment industry that pushed SM Prime's cinema, event ticket sales, and other revenues to PHP5.7 billion.

SM Prime expanded certain malls and opened four new malls in the Philippines namely SM City Roxas in Capiz, SM City Tanza in Cavite, SM City Sorsogon in Bicol, and SM City Tuguegarao in Cagayan.

These has brought the SM Malls to 89 in total - 82 in the Philippines and 7 in China, wherein 58 malls are located in the provincial areas, and 24 malls are in Metro Manila.

SM Prime's residential business group, led by SM Development Corp. (SMDC), posted PHP40.1 billion in revenues in 2022, versus PHP45.9 billion registered in 2021. SMDC's reservation sales reached PHP102 billion in 2022, slightly higher than PHP98.9 billion in 2021.

Throughout 2022, we launched three new residential developments namely Vail Residences in Cagayan de Oro, Now Residences in Pampanga, and Zeal Residences in General Trias, Cavite.

Your Company's office and hotel and convention center businesses, which account for 10% of the consolidated revenues, recorded a 59% growth in revenues to PHP10.5 billion in 2022 from PHP 6.6 billion in 2021. SM Prime's office business segment registered PHP6.1 billion in revenues in 2022, 22% higher than PHP5.0 billion in 2021. The hotel and convention center business segment reported PHP4.3 billion in revenues in 2022, almost triple the previous year's PHP1.6 billion revenue.

In 2022, SM Prime launched FourE-Com Center, which is located here in the Mall of Asia Complex in Pasay City, as well as the SMX Clark Convention Center in Pampanga, which is nestled alongside SM City Clark and Park Inn Radisson.

With almost 10 years since we integrated SM Group's property business under SM Prime, we now have 22 Lifestyle Cities in the country - 11 in Metro Manila and 11 in the provincial areas including Pampanga, Bulacan, Cavite, Cebu, and Davao to name a few. With these Lifestyle Cities, we remain as centers of trade, entertainment, and tourism, providing MSMEs various venues to showcase their products and services to different customers.

As a champion of climate action in the Philippines, we ramped up our programs to further improve the quality of life of the communities we serve and provide sustainable solutions to promote a green planet.

In 2022, we achieved our goal of increasing the use of renewable energy to 50%. This development will strengthen our commitment to the Department of Energy's program of moving up the renewable energy supply component of the Philippines to 35% by the year 2030.

SM Prime is working with WWF Philippines to help us establish our commitment and targets, and align with the global commitment, which is to achieve net zero by 2050. We strive to work on achieving net zero emissions, or the point where our generated greenhouse gas emissions are in balance with our emissions reduction activities.

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SM Prime established our near- and long-termscience-based targets for 2030 and 2035 respectively, which is currently being verified by WWF Philippines, as we commit to achieve net zero by 2040.

Simultaneously, we strengthened our partnership with WWF for Nature to enhance our reporting by setting targets in line with the Paris Agreement's goal of limiting global warming to 1.5 degrees Celsius. This complements our continuous efforts to keep and protect the environment and natural resources in our Hamilo Coast property in Nasugbu, Batangas.

Your Company also campaigned to reduce water consumption by building sewage treatment plants on our properties to recycle water. This will lessen our operations' dependence on freshwater sources for non-potable uses. We are proud to say that 20 of our malls are built with rainwater catchment basins to help prevent flooding in surrounding communities.

Through SM Cares, our corporate social responsibility arm, we hosted the International Coastal Cleanup last September 2022, bringing together thousands of volunteers to help reduce waste in our coastal areas. We have implored several waste reduction programs such as Trash to Cash, Plastic Waste Collection, and the phase- out of single-use plastics in our hotels.

In the coming years, expect more meaningful experiences and treasured values with SM Prime as we commit to developing more communities that can uplift the lives of millions of people. We will continue integrating modern-day learning with inherited values and aspirations as we rise from future challenges.

Let me take this opportunity to express my gratitude to our shareholders who serve as our reminders and guide for everything that we do. To our public and private partners, who remain with us and continue to collaborate with us, may the coming years be an opportunity for us to grow together and achieve new heights that will enable better life conditions to everyone. To our board of directors, we appreciate the expertise and continued support you've been providing to the whole Company as we commit to better and stronger growth in the coming years.

Lastly, to the hardworking women and men of SM Prime Holdings, Inc., we are truly grateful for your years of service with us, and we hope that we'll have more time to reach more goals not only for our Company, but for our personal lives as well.

Let us continue gaining inspiration and strength from one another as we work towards a safer and better future filled with gratitude and positive hopes for our country, our communities, and ourselves.

Thank you and Mabuhay!"

The Chairman thanked the President for his report. He then asked the Corporate Secretary to announce the results of voting. The Corporate Secretary presented the tabulation of votes as follows:

In Favor		Against		Abstain
No. of Shares	%	No. of Shares	%	No. of Shares	%
25,653,183,030	99.98	0	0	4,873,950	0.02

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