SM Prime : 2024 Integrated Annual Corporate Governance Report

The following document has been received: Receiving: RICHMOND CARLOS AGTARAP

Receipt Date and Time: May 20, 2025 12:15:20 PM

Company Information SEC Registration No.: AS94000088

Company Name: SM PRIME HOLDINGS, INC.

Industry Classification: J66940

Company Type: Stock Corporation

Document Information Document ID: OST10520202583373564 Document Type: I-ACGR Document Code: I-ACGR

Period Covered: December 31, 2024 Submission Type: Annual Remarks: None

Acceptance of this document is subject to review of forms and contents

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Mr. John Nai Peng C. Ong

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I-ACGR

Month Day (Form Type) Month Day

(Calendar Period) (Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

S T A M P S

Remarks: Please use BLACK ink for scanning purposes.

SEC FORM - I-ACGR INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT GENERAL INSTRUCTIONS

1. Use of Form I-ACGR

   This SEC Form shall be used as a tool to disclose Publicly-Listed Companies' compliance/non-compliance with the recommendations provided under the Code of Corporate Governance for Publicly-Listed Companies, which follows the "comply or explain" approach, and for harmonizing the corporate governance reportorial requirements of the SEC and the Philippine Stock Exchange (PSE).

2. Preparation of Report

   These general instructions are not to be filed with the report. The report shall contain the numbers and captions of all items.

   The I-ACGR has four columns, arranged as follows:

   RECOMMENDED CG PRACTICE/POLICY	COMPLIANT/ NON- COMPLIANT	ADDITIONAL INFORMATION	EXPLANATION
   Contains CG Practices/ Policies, labelled as follows:	The company shall indicate compliance or noncompliance with the recommended practice.	The company shall provide additional information to support their compliance with the recommended CG practice	The PLCs shall provide the explanations for any non-compliance, pursuant to the "comply or explain" approach. Please note that the explanation given should describe the noncompliance and include how the overall Principle being recommended is still being achieved by the company. *"Not Applicable" or "None" shall not be considered as sufficient explanation
   *Items under (1) - (3) must be
   answered/disclosed by the
   PLCs following the "comply or
   explain" approach. Answering
   of items under (4) are left to
   the discretion of PLCs.

   1. "Recommendations" -derived from the CG Code for PLCs;

   2. "Supplement to Recommendation" -derived from the PSE CG Guidelines for Listed Companies;

   3. "Additional Recommendations" - CG Practices not found in the CG Code for PLCs and PSE CG Guidelines but are expected already of PLCs; and

   4. "Optional Recommendation" -practices taken from the ASEAN Corporate Governance Scorecard

3. Signature and Filing of the Report

   1. Three (3) copies of a fully accomplished I-ACGR shall be filed with the Main Office of the Commission on or before May 30 of the following year for every year that the company remains listed in the PSE;

   2. At least one (1) complete copy of the I-ACGR shall be duly notarized and shall bear original and manual signatures

   3. The I-ACGR shall be signed under oath by: (1) Chairman of the Board; (2) Chief Executive Officer or President; (3) All Independent Directors; (4) Compliance Officer; and (5) Corporate Secretary.

   4. The I-ACGR shall cover all relevant information from January to December of the given year.

   5. All reports shall comply with the full disclosure requirements of the Securities Regulation Code.

SEC Form - I-ACGR * Updated 21Dec2017

Page 2 of 180

SEC FORM - I-ACGR INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT

1. For the fiscal year ended ..D...e..c..e...m....b..e...r...3..1...,..2..0...2...4..

2. SEC Identification Number .A...S..0...9..4...-.0...0...0..0...8..8. 3. BIR Tax Identification No. ...0...0..3...-.0...5...8..-..7..8...9....

1. Exact name of issuer as specified in its charter ... .S..M.....P...R..I..M....E...H...O....L..D...I..N...G..S...,..I.N...C.............

2. ................................P...H...I..L..I..P..P...I..N..E...S.......................................... 6.

   (SEC Use Only)
   
   

Province, Country or other jurisdiction of incorporation or organization

Industry Classification Code:

7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10, CBP 1-A,

1. .P...a..s..a...y...C...i.t..y..,..M....e..t..r..o...M....a..n...i.l..a..,..P..h...i.l..i.p...p..i..n...e..s............................. ..................1...3...0..0....................

   Address of principal office Postal Code

2. ...(..6...3..2...)...8..8...3...1..-..1..0...0..0...............................................

   Issuer's telephone number, including area code

3. ....N.../..A...............................................................................................................................

Former name, former address, and former fiscal year, if changed since last report.

SEC Form - I-ACGR * Updated 21Dec2017

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