SM Prime : 2022 Sample Proxy Forms

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.

SAMPLE SECRETARY'S CERTIFICATE (FOR CORPORATE STOCKHOLDERS)

I, _______________________, Filipino, of legal age and with office address at

______________________, do hereby certify that:

1. I am the duly appointed Corporate Secretary of ___________________________________
   (the Corporation), a corporation duly organized and existing under and by virtue of the laws of the Republic
   ofthePhilippines,withofficeaddressat
   _______________________________________________________________;
2. As of record date, the Corporation holds
   ________________________________________________ (________________________) shares in
   SM PRIME HOLDINGS, INC. (SMPH).
3. Based on records of the Corporation, during the lawfully convened meeting of the Board of Directors of the Corporation held on _______________________________, the following resolution was passed and approved:

"RESOLVED, That the Board of Directors of

___________________________________ (the Corporation) hereby authorizes and

appoints ______________________________________ as the Corporation's Proxy (the

Proxy) to attend the annual stockholders' meeting of SM Prime Holdings, Inc. (SMPH) scheduled on 25 April 2022, with full authority to vote the shares of stock of the Corporation held in SMPH and to act upon all matters and resolutions that may come before or presented during the meeting, or any continuances or adjournments thereof, in the name, place and stead of the Corporation;

RESOLVED, FURTHER, that the power and authority hereby granted shall remain valid and effective until such time as the same is withdrawn by the Corporation through notice in writing delivered to the Corporate Secretary of SMPH before the date of any such meeting or until the last day of the fifth year from the date hereof, whichever comes first, and that SMPH may rely on the continuing validity of this resolution until receipt of such written certification of its revocation."

4. The foregoing resolution has not been modified, amended or revoked, and is in accordance with the records of the Corporation presently in my custody.

IN WITNESS WHEREOF, I have hereunto affixed my signature this ____ day of

__________________, 20__ at ____________________________________.

Printed Name and Signature of

the Corporate Secretary

SUBSCRIBED AND SWORN TO before me this ____ day of ___________________, 20___, at

_________________________, Affiant exhibited to me his/her Competent Evidence of Identity by way of

_________________________________ issued on _________________ at

_______________________________.

NOTARY PUBLIC

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Book No.

Series of 2022.