SM Prime : 2023 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, 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.

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

of	the		Philippines,	with		office		address	at
								;
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 2023, 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

Doc. No.

Page No.

Book No.

Series of 2023.