2025 SEC Form 20-IS Preliminary

for

SEC FORM 20-IS

SEC Registration Number

Company Name

Principal Office (No./Street/Barangay/City/Town/Province)

Form Type Department requiring the report Secondary License Type, If Applicable

COMPANY INFORMATION

Company's Email Address Company's Telephone Number/s Mobile Number

No. of Stockholders

Annual Meeting Month/Day

Fiscal Year Month/Day

CONTACT PERSON INFORMATION

The designated contact personMUST be an Officer of the Corporation

Name of Contact Person Email Address Telephone Number/s Mobile Number

Contact Person's Address

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.

Notice of Annual Stockholders' Meeting April 28, 2026 | 2:30 p.m.

Saffron Grand Ballroom, Lanson Place Mall of Asia Manila,

Block 12, Palm Coast Avenue corner Seaside Boulevard, Mall of Asia Complex, Pasay City

Dear Stockholders:

The Annual Stockholders' Meeting of SM PRIME HOLDINGS, INC. (the Company) will be held on April 28, 2026 (Tuesday) at 2:30 p.m. at Saffron Grand Ballroom, Lanson Place Mall of Asia Manila, Block 12, Palm Coast Avenue cor. Seaside Boulevard, Mall of Asia Complex, Pasay City, and will be livestreamed for stockholders participating remotely. The meeting will also be recorded visually and audibly.

AGENDA

1. Call to Order

2. Certification of Notice and Quorum

3. Approval of Minutes of the Annual Meeting of Stockholders held on April 29, 2025

4. Approval of Annual Report for 2025

5. Open Forum

6. General Ratification of Acts of the Board of Directors, Board Committees and Management

7. Election of Directors for 2026-2027

8. Appointment of External Auditor

9. Approval of the Amendment to the Sixth Article of the Articles of Incorporation to Increase the Number of Directors from Eight (8) to Nine (9)

10. Approval of the Amendment to the Seventh Article of the Articles of Incorporation to Reclassify 100 Million Unissued Authorized Common Shares to Preferred Shares of the Company

11. Other Matters

12. Adjournment

Annex Aprovides a brief explanation of each agenda item for approval.

The Board of Directors has fixed the end of trading hours of the Philippine Stock Exchange on March 18, 2026 as the record date for the determination of stockholders entitled to notice of, to participate, and to vote in absentia, at such meeting and any adjournment thereof.

If you intend to attend the meeting remotely, kindly notify the Corporate Secretary by registering at asmportal.smprime.com/SMPH/Registration and submit the required information on or before April 23, 2026. All information received will be subject to verification by the Company.

You may also accomplish a proxy form (which need not be notarized) and send the original to the Office of the Corporate Secretary at 1105 Tower 2 High Street South Corporate Plaza, 26th Street Bonifacio Global City, Taguig City on or before April 23, 2026 (Thursday) for validation pursuant to the Company's By- laws. Sample formats of the proxy forms for individual and corporate stockholders are attached for reference.

Stockholders participating remotely can cast their votes in absentia through the Company's secure online voting facility and access the live streaming of the meeting. Detailed log-in instructions will be sent to the email provided by each shareholder to the Company. The registration and voting procedures are set forth in the "GuidelinesforRemoteParticipationandVotinginAbsentia", appended to the Definitive Information Statement posted on the Company's website and PSE EDGE.

For further information, please visit https://www.smprime.com/annual-stockholders-meeting.

ELMER B. SERRANO

Corporate Secretary

Thank you.

Pasay City, February 26, 2026.

Rationale for Agenda Items:

Agenda Item No. 3: Approval of Minutes of the Annual Stockholders' Meeting Held on April 29, 2025

The draft minutes of the annual stockholders' meeting held on April 29, 2025 were posted on the Company's website within twenty-four (24) hours from adjournment of the meeting. These minutes are subject to stockholders' approval during this year's meeting.

Agenda Item No. 4: Approval of Annual Report for the Year 2025

The Company's 2025 performance has been duly summarized in the Annual Report, which also contains the Audited Financial Statements (AFS) of the Company for the year ended December 31, 2025. The AFS, as audited by the external auditor Sycip Gorres Velayo & Co. (SGV & Co.) which expressed an unqualified opinion therefor, have been reviewed and approved by the Audit Committee and the Board of Directors of the Company. Any stockholder who would like to receive a hard or soft copy of the 2025 Annual Report may do so through the Company's Investor Relations Office. The 2025 Annual Report is also posted on the Company's website.

AgendaItemNo.6:GeneralratificationoftheactsoftheBoardofDirectors,BoardCommitteesandtheManagementfromtheDateoftheLastAnnualStockholders'MeetinguptotheDateofthisMeeting

The Company's performance in 2025, as detailed in the Annual Report, is attributed to the strategic directions and key policies set by the Board of Directors which were effectively executed and complied with by Management in conformance with good corporate governance and ethical best practices. The ratification of the acts undertaken by the Board of Directors, Board Committees, and Management is sought for this meeting.

Agenda Item No. 7: Election of Directors for 2026-2027

The profiles of pre-qualified nominees will be posted on the Company's website as soon as the Final List of Candidates or Nominees is available at the end of the nomination process. Directors for 2026-2027 will be elected during this stockholders' meeting.

Agenda Item No. 8: Appointment of External Auditor

With the endorsement of the Audit Committee, the Board approved the reappointment of SGV & Co. as the Company's external auditor for 2026. SGV & Co. is one of the top auditing firms in the country and is duly accredited with the Securities and Exchange Commission.

AgendaItem9:ApprovaloftheAmendmenttotheSixthArticleoftheArticlesofIncorporationtoIncreasetheNumberofDirectorsfromEight(8)toNine(9)

Upon recommendation of the Corporate Governance and Sustainability Committee and in recognition of the principles of board diversity and independence of business judgment, the Board approved the amendment of the Company's Articles of Incorporation to increase the number of directors from eight (8) to nine (9).

AgendaItem10:ApprovaloftheAmendmenttotheSeventhArticleoftheArticlesofIncorporationtoReclassify100MillionUnissuedAuthorizedCommonSharestoPreferredSharesoftheCompany

The Board approved the reclassification of 100 Million unissued common shares with par value of Php1.00 to 100 Million preferred shares with par value of Php1.00, and the corresponding amendment of the Seventh Article of the Articles of Incorporation, including the delegation to the Board of the authority to fix and determine the terms of the preferred share issuances, including the tranches, offer price, and timing of the offer and issuance. After the reclassification, the authorized capital stock of the Company will still be Php40,000,000,000.00 divided into 39,900,000,000 common shares with par value of P1.00 and 100,000,000 preferred shares with par value of P1.00.

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 28, 2026 and any adjournments thereof for the purpose of acting on the following matters:

1. Approval of minutes of previous meeting held on April 29, 2025

   Yes No Abstain

2. Approval of 2025 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

   1. Henry T. Sy, Jr. shares

   2. Hans T. Sy shares

   3. Herbert T. Sy shares

   4. Jeffrey C. Lim shares

      1. Amendment of the Articles of Incorporation to Increase the Number of Directors from Eight (8) to Nine (9) under the Sixth Article

         Yes No Abstain

      2. Amendment of the Articles of Incorporation to Reclassify

         100 Million Unissued Authorized Common Shares to Preferred Shares of the Company under the Seventh Article

         Yes No Abstain

      3. At their discretion, the proxies name above are authorized to vote upon such other matters as may properly come before the meeting.

      Yes No Abstain

   5. Jorge T. Mendiola shares

   6. Amando M. Tetangco, Jr. shares

      (Independent)

      Printed Name of Stockholder

   7. J. Carlitos G. Cruz shares (Independent)

   8. Estela M. Perlas-Bernabe shares (Independent)

Signature of Stockholder / Authorized Signatory

6. Appointment of Sycip Gorres Velayo & Co. as External Auditor

Date

Yes No Abstain

THIS PROXY SHOULD BE SUBMITTED ON OR BEFORE 23 APRIL 2026, 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.

ALL INFORMATION COLLECTED IN THIS FORM MAY BE PROCESSED AND DISCLOSED IN ACCORDANCE WITH APPLICABLE PHILIPPINE RULES AND REGULATIONS IN LINE WITH THE SM PRIME 2026 ANNUAL STOCKHOLDERS' MEETING DATA PRIVACY STATEMENT.

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 28 April 2026, 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, FINALLY, that the power and authority hereby granted shall remain valid and effective for a period of five (5) years or 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

, 20 at .

day of

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 2026.

‌1 Served until May 2024 only

‌2 Justice Estela Perlas - Bernabe was elected to the SMPH Board on 15 August 2025, to continue the unexpired term of Atty. Darlene Marie B. Berberabe who resigned on 04 August 2025.

‌3 Served as a member of Audit Committee until April 2025 only.

‌4 Served as an Independent Director until December 2023 only.

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE

1. Check the appropriate box:

   [✓] Preliminary Information Statement [ ] Definitive Information Statement

2. Name of Registrant as specified in its charter SM PRIME HOLDINGS, INC.

3. PHILIPPINES

   Province, country or other jurisdiction of incorporation or organization

4. SEC Identification Number AS094-000088

5. BIR Tax Identification Code 003-058-789

6. 7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10, CBP 1-A, Pasay City, Metro Manila, Philippines 1300

   Address of principal office Postal Code

7. Registrant's telephone number, including area code (632) 8831-1000

8. April 28, 2026, 2:30 P.M. Saffron Grand Ballroom, Lanson Place Mall of Asia Manila, Block 12, Palm Coast Avenue cor. Seaside Boulevard, MOA Complex, Pasay City

   Date, time and place of the meeting of security holders

9. Approximate date on which the Information Statement is first to be sent or given to security holders:

   March 20, 2026

10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):

    1. Shares of stock as of January 31, 2026

       Common shares 28,808,147,194

    2. Debt Securities outstanding as January 31, 2026

       Retail Bonds P140,396,480,000

11. Are any or all of registrant's securities listed in a Stock Exchange? Yes ✓ No

If yes, disclose the name of such Stock Exchange and the class of securities listed therein:

Philippine Stock Exchange Common shares

1. BUSINESS AND GENERAL INFORMATION ITEM 1. Date, Time and Place of Meeting of Security Holders

   1. Date : April 28, 2026 Time : 2:30 p.m.

      Place : Saffron Grand Ballroom, Lanson Place Mall of Asia

      Manila, Block 12, Palm Coast Avenue cor. Seaside Boulevard, Mall of Asia Complex, Pasay City (with livestreaming option for stockholders who successfully registered their intention to participate remotely)

      Mailing : SM Prime Holdings, Inc.

      Address 7/F MOA Square, Seashell Lane cor. of Registrant Coral Way, Mall of Asia Complex,

      Brgy. 76 Zone 10, CBP 1-A, 1300 Pasay City,

      Metro Manila, Philippines

   2. Approximate date on which the Information Statement will be sent or given to the stockholders is on March 20, 2026.

      Statement that proxies are not solicited

      WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Voting Securities

      The record date for purposes of determining the stockholders of SM Prime Holdings, Inc. (SMPH or the Company or SM Prime) entitled to notice of, and to vote, during the Annual Stockholders' Meeting is March 18, 2026 (Record Date). The Company has 28,808,147,194 (net of 4,358,152,881 treasury shares) common shares outstanding as of January 31, 2026. Out of the aforesaid outstanding common shares as of January 31, 2026, 6,396,085,884 common shares are held by non-Filipinos.

      Each common share of SMPH is entitled to one (1) vote (each, a Voting Share) for each agenda item presented for stockholder approval, except in the election of directors. Stockholders are entitled to cumulative voting in the election of directors as provided under Section 23 of the Revised Corporation Code, where one (1) share is entitled to as many votes as there are directors to be elected. Each stockholder entitled to vote may cast the vote to which the number of shares he owns entitles him, for as many persons as there are to be elected as directors, or he may cumulate or give to one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he may see fit, provided that the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the whole number of directors to be elected. Thus, since there are eight (8) directors to be elected, each Voting Share is entitled to eight (8) votes.

      The Company, through its Board of Directors, adopted resolutions to allow stockholders to participate in the Annual Stockholders' Meeting via remote communication and to exercise their right to vote in absentia. The meeting will be broadcasted via livestreaming option, accessible to successfully registered stockholders.

      Stockholders as of Record Date who intend to attend in the meeting remotely must inform the Corporate Secretary of their intention to participate in the meeting and to vote in absentia by registering at https://asmportal.smprime.com/SMPH/Registrationon or before April 23, 2026 (Thursday). All information received will be subject to verification and validation by the Corporate Secretary. Stockholders who registered shall be considered present for purposes of quorum for the meeting. Voting through the Company's secure online voting facility shall be accessible only to registered and verified stockholders in order to protect the integrity and secrecy of votes cast.

      The detailed guidelines for participation and voting for this meeting are set forth in the "Guidelines for Remote Participation and Voting in Absentia" appended as Annex to this Information Statement.

      The Company will record the proceedings and maintain a copy with the office of the Corporate Secretary.

      ITEM 2. Dissenters' Right of Appraisal

      SMPH respects and upholds the inherent rights of shareholders under the law. The Company recognizes that all shareholders should be treated fairly and equally whether they be controlling, majority or minority, local or foreign.

      Pursuant to Section 80 of the Revised Corporation Code of the Philippines, a stockholder has the right to dissent and demand payment of the fair value of his shares under the following instances:

      1. In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;

      2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Revised Corporation Code;

      3. In case of merger or consolidation; and

      4. In case of investment of corporate funds for any purpose other than the primary purpose of the corporation.

      The procedure for the exercise by a dissenting stockholder of his appraisal right is as follows:

      1. A stockholder must have voted against the proposed corporate action in order to avail himself of the appraisal right.

      2. The dissenting stockholder shall make a written demand on the corporation within thirty (30) days from the date on which the vote was taken for payment for the fair value of his shares.

         The failure of the stockholder to make the demand within the thirty-day period shall be deemed a waiver on his appraisal right.

      3. If the proposed corporate action is implemented or effected, the Company shall pay to such stockholder, upon surrender of corresponding certificate(s) of stock within ten (10) days after demanding payment for his shares (pursuant to Section 85 of the Code), the fair value of the

         shareholder's shares in the Company as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of a merger, if such be the corporate action involved. Failure by the dissenting shareholder to surrender his shares within said 10-day period shall, at the option of SMPH, terminate his appraisal rights.

      4. If within sixty (60) days from the date the corporate action was approved by the stockholders, the dissenting stockholder and SMPH cannot agree on the fair value of the shares, it shall be appraised and determined by three (3) disinterested persons, one of whom shall be named by the stockholder, another by SMPH, and the third by the two (2) thus chosen.

      5. The findings of a majority of the appraisers shall be final, and their award shall be paid by SMPH within thirty (30) days after such award is made. No payment shall be made to any dissenting stockholder unless SMPH has unrestricted retained earnings in its books to cover such payment.

      6. Upon payment of the agreed or awarded price, the stockholder shall transfer his shares to the Company.

      There are no matters to be discussed in this year's Annual Stockholders' Meeting which would give rise to the exercise of the dissenter's right of appraisal.

      ITEM 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon

      1. No director or Executive Officer of SMPH since the beginning of the last fiscal year, or any nominee for election as director, nor any of their associates, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the meeting, other than election to office.

      2. No director of SMPH has informed SMPH in writing that he or she intends to oppose any matter

      to be acted upon at this year's Annual Stockholders' Meeting.

2. CONTROL AND COMPENSATION INFORMATION

1. Number of Common Shares Outstanding

   The Company has 28,808,147,194 (net of 4,358,152,881 treasury shares) common shares outstanding as of January 31, 2026. Out of the aforesaid outstanding common shares as of January 31, 2026, 6,396,085,884 common shares are held by non-Filipinos.

2. Record Date

   All stockholders of record as of March 18, 2026 are entitled to notice of, and to vote, at the Annual

   Stockholders' Meeting.

3. Manner of Voting and Election of Directors (Cumulative Voting)

   Each common share of SMPH is entitled to one (1) vote (each, a Voting Share) for each agenda item presented for stockholder approval, except in the election of directors where one (1) share is entitled to as many votes as there are directors to be elected. Each stockholder may cast the vote to which the number of shares he owns entitles him, for as many persons as there are to be elected as directors, or he may cumulate or give to one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he may see fit, provided that the whole number of votes cast by him shall not exceed the

   number of shares owned by him multiplied by the whole number of directors to be elected, as prescribed in Title III, Section 23 of the Revised Corporation Code of the Philippines. Thus, since there are eight

   (8) directors to be elected, each Voting Share is entitled to eight (8) votes.

   Stockholders may nominate directors, subject to pre-qualification by the Corporate Governance and Sustainability Committee, within the period of nomination set forth in the Company's By-laws and relevant regulations. Stockholders as of Record Date may then vote for nominees in accordance with the above rule.

   While this year's meeting will be held in person, the Board of Directors has adopted a resolution still allowing stockholders to participate remotely and to vote in absentia if unable to attend physically. SMPH provides and maintains its own online voting facility where registered stockholders can cast their votes real-time. Stockholders who wish to vote in absentia are required to register at https://asmportal.smprime.com/SMPH/Registration and will be given access to the secure online voting portal. The detailed guidelines for remote participation and voting in absentia for this meeting are set forth in the "Guidelines for Remote Participation and Voting in Absentia" annexed to this Information Statement.

   Registration and voting procedures are further detailed in Item 19.

4. Security Ownership of Certain Record and Beneficial Owners as of January 31, 2026

   The following are the stockholders owning more than 5% of total outstanding common shares of stock of the Company as of January 31, 2026:

   Title of Securities	Name and Address of Record Owner and Relationship with Issuer	Name of Beneficial Owner and Relationship with Record Owner	Citizenship	Amount and Nature of Direct Record/Beneficial Ownership ("r" or "b")	Percent of Class (%)
   Common	SM Investments Corporation (SMIC) (Parent Company)1One Ecom Center, Harbor Drive, Mall of Asia Complex, CBP-1A, Pasay City	SMIC2	Filipino	14,353,464,952 (b)	49.8243
   -do-	PCD Nominee Corporation 3 (PCNC) 3 37F Tower 1, The Enterprise Center, Ayala Ave., Makati City	PCD Participants4	Filipino - 12.34% Non-Filipino -22.19%	9,946,838,112 (r)	34.5279

   1. The following are the individuals holding the direct beneficial ownership of SMIC: Hans T. Sy-8.34%, Herbert T. Sy-8.34%, Harley T. Sy-7.42%, Teresita T. Sy-7.26%, Henry T. Sy, Jr.-6.52%, and Elizabeth T. Sy-6.07%. The PCD participants have the power to decide how their shares are to be voted. There are no other individual shareholders which own more than 5% of the Company.

   2. Amando M. Tetangco, Jr. is the Chairman of SMIC and Teresita T. Sy and Henry Sy, Jr. are the Vice Chairpersons of SMIC

   3. PCNC holds legal title to shares lodged in the Philippine Depository & Trust Corp. (PDTC). Beneficial owners retain the power to decide on how their lodged shares are to be voted.

   4 PCNC is not related to the Company. PCNC is a nominee company which holds legal title to shares lodged in PDTC.

5. Security Ownership of Management as of January 31, 2026

There are no persons holding more than 5% of a class under a voting trust or any similar agreements as of January 31, 2026.

There are no existing or planned stock warrant offerings by the Company. There are no arrangements which may result in a change in control of the Company.

Chairman Henry T. Sy, Jr. Filipino 72

Vice Chairman and Lead Independent Director Amando M Tetangco, Jr. Filipino 73

Independent Director J. Carlitos G. Cruz Filipino 65

Independent Director Estela M. Perlas-Bernabe Filipino 73

Director and President Jeffrey C. Lim Filipino 64

Director Hans T. Sy Filipino 70

Director Herbert T. Sy Filipino 69

Director Jorge T. Mendiola Filipino 66

Chief Finance Officer/Corporate Information Officer/Chief Compliance Officer

John Nai Peng C. Ong Filipino 55

Vice President - Internal Audit Marvin Perrin L. Pe Filipino 47

Chief Risk Officer Joana B. Tiangco Filipino 41

Corporate Secretary/Alternate Compliance Officer

Assistant Corporate Secretary and Alternate Corporate Information Officer

Elmer B. Serrano Filipino 58

Arthur A. Sy Filipino 56

Board of Directors

Mr. Tetangco was the third Governor of the Bangko Sentral ng Pilipinas (BSP) and Chairman of the Monetary Board, and served for two consecutive 6-year terms from July 2005 to July 2017. He was a career central banker for over four decades, having joined the Central Bank of the Philippines on 25 March 1974. During his term as Governor, he held other government positions, such as the Chairman of the Anti-Money Laundering Council, the Financial Stability Coordination Council, and the Philippine International Convention Center. He was also Vice-Chair of the Agriculture Credit Policy Council; and a member of the Capital Markets Development Council and the Export Development Council. Prior to his first appointment as Governor in 2005, he was Deputy Governor in charge of the Banking Services Sector, Economic Research and Treasury of the BSP. He also was the Alternate Executive Director of the International Monetary Fund in Washington, D.C. from 1992 to 1994. Before joining the Central Bank, he worked at the Management Services Division of SGV & Co. in 1973-74.

Overseas, he was the country's representative to the ASEAN Central Bank Forum; the Executives' Meeting of East Asia and Pacific Central Banks; the South East Asia Central Banks; the South East Asia, New Zealand and Australia; and the Center for Latin American Monetary Studies. He was the Governor for the Philippines at the International Monetary Fund and the Alternate Governor at the World Bank and the Asian Development Bank. At the Bank for International Settlements, he was Chair of the Meeting of Small Open Economies. He also chaired various international committees - the BIS Asian Consultative Council; the Financial Stability Board Regional Consultative Group for Asia; and the Alliance for Financial Inclusion Steering Committee.

He was conferred the Order of Lakandula with the Rank of Bayani by the President of the Philippines in 2009 and the Order of the Rising Sun, Gold and Silver Star by the Emperor of Japan in 2019. He also received multiple recognition by a number of international organizations as one of the best central bank governors and chosen as MAP Management Man of the Year in 2015. He was conferred the Honorary Degree of Doctorate in Management by the Asian Institute Management in 2023.

Mr. Tetangco graduated from Ateneo de Manila University with an AB Economics degree (cum laude), and obtained his Masters in Public Policy and Administration (Development Economics) from the University of Wisconsin at Madison, Wisconsin, USA, as a BSP scholar. He attended various training programs at different institutions, including the Harvard Business School and the New York Institute of Finance.

Cycle Financing, Inc., AFC SME Finance Inc., Global SME Loans, Inc., Wisefund Finance Corp., Cycle Financing Corp., Surecycle Financing Corp., Cepat Kredit Financing, Inc., Forbes Lending Solutions Corporation and Annapolis Finance, Inc. and MarcoPay and its subsidiaries such as MCP Finance, Inc. and MCP Insurance Management and Agency, Inc., and an independent trustee of the MPIC Beneficial Trust Fund. He is also an independent director of Vivant Corporation which is a listed company. He is also a member of the Makati Business Club, Inc. and Management Association of the Philippines. Mr. Cruz joined SGV and Co. (EY Philippines) in 1981 and was admitted to the partnership in 1995. He was later on appointed Chairman and Managing Partner in 2017 until 2019. Concurrent with his role as SGV Chairman and Managing Partner, he was also Chairman and President of the SGV Foundation. He also became President of Association of Certified Public Accountants in Public Practice (ACPAPP) in 2017, and in 2018, assumed the presidency of the ACPAPP Foundation. Mr. Cruz has also been active in supporting the Government's efforts to promote business and trade by participating in Presidential business delegations to various countries, including Thailand during the terms of President Joseph Estrada, President Cory Aquino and President Rodrigo Duterte; Europe and Japan during the term of President Benigno Aquino III; and Russia during the term of President Rodrigo Duterte. Mr. Cruz graduated from the University of Santo Tomas with a Bachelor of Science in Commerce degree and is a Certified Public Accountant (CPA). He completed the Advanced Management Program of the Harvard Business School in 2007. He has been conferred with numerous awards, including the "Parangal San Mateo" from the Philippine Institute of Certified Public Accountants. The award is the highest honor given to a CPA in honor of his significant contributions to the accountancy profession. He was also conferred by the Philippine Regulatory Board of Accountancy as a recipient of the Accounting Centenary Award of Excellence given to the 100 most notable CPAs in Philippine Accounting history. In 2025, Mr. Cruz was awarded the St. Francis of Assisi Peace Fellow Award by the Lourdes School of Quezon City to selected alumni who have exhibited exemplary leadership and outstanding service in their respective fields.

Justice Perlas-Bernabe served the Philippine Judiciary in various capacities. She was appointed as associate justice of the Supreme Court in 2011 and was Division Chairperson of the Second Division from 2019 until her retirement in 2022. She was also the Bar Examinations Chairperson in 2019. Prior her appointment to the Supreme Court, she was associate justice of the Court of Appeals from 2004 to 2011; Regional Trial Court Judge of Makati City from 2000 to 2004; and Metropolitan Trial Court Judge of the same city from 1996 to 2000. After passing the bar in 1977, she served as technical assistant in the Supreme Court under the Office of Court Administrator Lorenzo Relova.

In addition to her solid background in the Philippine Judiciary, she was also a law professor at the Ateneo Law School from 2009 to 2011 and engaged in private legal practice under Bernabe Perlas Morte & Associates as Senior Partner from 1993 to 1996. She also worked in various private offices from 1978 to 1993 namely, China Banking Corporation, Paramount Finance Corporation, and National Home Mortgage Finance Corporation.

Justice Perlas-Bernabe completed her Bachelor of Science in Commerce Banking and Finance at St. Paul College of Manila and graduated Magna Cum Laude in 1972. She earned her law degree in Ateneo College of Law, graduating as Class Salutatorian in 1976 and passed the bar in 1977 with a rating of 85.15%.

In recognition of her exemplary service and track record, the Supreme Court created an award in her

name called "The Senior Associate Justice Estela Perlas-Bernabe Exemplary Career Jurist Award"

bestowed to a distinct set of Justices of the Supreme Court who have served the Judiciary in all court levels, particularly from a trial court to a lower collegiate court and finally up to the Supreme Court, and have achieved a zero backlog or zero docket upon every promotion to the next-level court until their retirement from the Supreme Court. She also received various awards and distinctions namely, "Judicial Medal of Distinction" in 2022 (Supreme Court of the Philippines), "Distinguished Alumni Award for the Judiciary" in 2018 (Ateneo de Manila Alumni Association, Inc.), "Gawad Dangal ng Lipi" in 2012 (Provincial Government of Bulacan), Gawad Parangal 2008 as Outstanding Alumna for Dedicated Service to Country and People (St. Paul University Manila), Court of Appeals Award for Exemplary Performance in 2007 (CA Award of Recognition for Outstanding Performance in Case Disposition), and Natatanging Babaeng Hukom in 2003 (Municipality of Plaridel, Bulacan) among others.

* Independent director - The Independent Directors of the Company are Messrs. Amando M. Tetangco, Jr. and J. Carlitos G. Cruz, and Ms. Estela M. Perlas-Bernabe. The Company has complied and will comply with the Guidelines set forth by Securities Regulation Code (SRC) Rule 38, as amended, regarding the Nomination and Election of Independent Directors. The Company's By-Laws incorporate the procedures for the nomination and election of independent director/s in accordance with the requirements of the said Rule.

Mr. Lim also served as the Chief Finance Officer and Executive Vice President (EVP) of SM Prime, leading the overall strategic planning, finance, and treasury functions as well as Business Development, Investor Relations, and Information Technology. During this time, he also received various awards such as Asia's Best CFO (Investor Relations) for years 2015-2016 by Corporate Governance Asia; Chief Finance Officer of the Year Award in 2012 by ING Bank and Financial Executives Institute of the Philippines, and Best CFO in the Philippines Award in 2012 by Finance Asia. Prior to joining the Company in 1994, he worked for a multi-national company and for SGV & Co.

Mr. Lim earned his Bachelor of Science Degree in Accounting from the University of the East in Manila. He is a Certified Public Accountant and also holds a Management Development Program Diploma from Asian Institute of Management.

In recognition of his commitment to environmental stewardship, social inclusion, good governance, and resilience and his people-centered leadership and diversity, Mr. Sy was awarded the Management Person of the Year in 2025 by the Management Association of the Philippines. Mr. Sy is also a recipient of various awards and recognitions such as the "Adopted Son and Honorary mayor of Bacolod City (2025), the "Tambuli Lifetime Achievement Award (2024), Honorary Fellow of the Institute of

Corporate Directors (2024), Outstanding Filipino Retailers President Award (2024), Dangal ng Pilipino sa Pag-agapay sa Ligtas na Sambayanan (2023), and the Ten Outstanding Filipino (TOFIL) Award.

Executive Officers

In 2025, the Company and its finance team was honored with the Best Corporate Bond (USD) award at the Asset Triple A Awards, while Mr. Ong was named Asia's Best CFO (Investor Relations) at the 15th Asian Excellence Award and Best CFO in the Philippines (Gold) at the FinanceAsia Asia's Best Companies.

In 2024, he was cited as Asia's Best CFO (Investor Relations) at the 14th Asian Excellence Award, and the Company's finance team received the Best Corporate Finance Team - Corporate's distinction at the FinanceAsia Achievement Awards.

In 2023, he earned his Asia's Best CFO (Investor Relations) recognition at the 13th Asian Excellence Award and was named Best CFO in the Philippines (Gold) at the FinanceAsia Asia's Best Companies. That same year, the Company received the Best Corporate Bond (Local) award at The Asset Triple A Awards.

In 2022, Mr. Ong was recognized as Asia's Best CFO (Investor Relations) at the 12th Asian Excellence Award, underscoring a sustained track record of excellence in financial stewardship, capital markets engagement, and investor relations leadership across Asia.

Mr. Ong was recently conferred the distinction of Atenean of the Year during the 2025 Grand Alumni Homecoming of Ateneo de Zamboanga University, recognizing his outstanding accomplishments and exemplary leadership in the field of finance.

Ms. Tiangco holds a Bachelor of Science in Management of Financial Institutions from the De La Salle University-Manila, with various training in areas of management, business continuity, operations and control, AML, corporate governance, insurance, leadership management, ethics and compliance, and sustainability, among others.

Mr. Serrano is also the Corporate Secretary of the biggest and most respected public companies, such as, SM Investments Corporation, SM Prime Holdings, Inc., Atlas Consolidated Mining and Development Corporation, DFNN, Inc., as well private companies that are leaders in their respective industries, Premium Leisure Corp. and 2GO Group, Inc. He is also the Corporate Information Officer of BDO Unibank, Inc. and Corporate Secretary of BDO's subsidiaries and affiliates. Mr. Serrano also sits as a director of several public companies. He is the Chairman of Dominion Holdings, Inc., an Independent Director of Philippine Telegraph & Telephone Corporation and Benguet Corporation, and regular director of EEl Corporation, DFNN, Inc. and 2GO Group, Inc.

Mr. Serrano is counsel to prominent associations in the financial industry, Bankers Association of the Philippines, the Philippine Payments Management, Inc. and the PDS Group of Companies.

Mr. Serrano is a Certified Associate Treasury Professional and was among the top graduates of the Trust Institute of the Philippines in 2001. Mr. Serrano holds a Juris Doctor degree from the Ateneo de Manila University and a BS Legal Management degree from the same university.

The Directors of the Company are elected at the Annual Stockholders' Meeting. Directors will hold office for a term of one (1) year or until the next succeeding annual meeting and until their respective successors have been elected and qualified. The Directors possess all the qualifications and none of the disqualifications provided for in the SRC and its Implementing Rules and Regulations.

Procedure for Nomination of Directors:

• Any stockholder of record, including a minority stockholder, as of Record Date may nominate and be nominated for election to the Board of Directors of SMPH.

• The Corporate Governance and Sustainability Committee passes upon, and deliberates on, the qualifications of all persons nominated to be elected to the Board of Directors of SMPH, and pre-screens nominees from the pool of candidates submitted by the nominating stockholders in accordance with the Company's By-laws and Manual of Corporate Governance. The Corporate Governance and Sustainability Committee shall prepare a Final List of Candidates containing information of the listed nominees, from the candidates who have passed the Guidelines, Screening Policies and Parameters for the nomination of directors. Only nominees qualified by the Corporate Governance and Sustainability Committee and whose names appear on the Final List of Candidates shall be eligible for election as director of the Company. No other nomination shall be entertained after the Final List of Candidates shall have been prepared. No further nomination shall be entertained or allowed on the floor during the actual annual stockholders' meeting.

• In case of resignation, disqualification or cessation of directorship before the next annual stockholders' meeting, the vacancy shall be filled by the vote of at least a majority of the remaining directors, provided, the Board of Directors still constituting a quorum and only after notice has been made with the Commission within five (5) days from such resignation, disqualification or cessation of directorship, upon the pre-qualification of the Corporate Governance and Sustainability Committee. Otherwise, the vacancy shall be filled by stockholders in a regular or special meeting called for that purpose. The director so elected to fill a vacancy shall serve only for the unexpired term of his or her predecessor in office.

All new directors shall undergo an orientation program soon after election. This is intended to familiarize the new directors on their statutory/fiduciary roles and responsibilities in the Board and its Committees, SMPH's strategic plans, enterprise risks, group structures, business activities, compliance programs, and other Company policies such as, but not limited to, Code of Business Conduct and Ethics, Insider Trading Policy, and Corporate Governance Manual. For 2025, the Company's newly-appointed director, Ms. Estela M. Perlas-Bernabe, attended the Director Onboarding Program on September 8, 2025.

All directors and executive officers are also encouraged to participate in continuing education programs at SMPH's expense to promote relevance and effectiveness and to keep them abreast of the latest developments in corporate directorship and good governance.

Aside from the Directors and Executive Officers enumerated above, there are no other employees expected to hold significant executive/officer position in the Company.

All SMPH directors are expected to exercise due discretion in accepting and holding directorships outside of the Company. The directors notify the Board prior to accepting directorship in another company. The following are directorships held by SMPH Directors and Executive Officers in other reporting companies, in the last five (5) years:

Henry T. Sy, Jr.

Name of Corporation Position

Synergy Grid & Development Phils., Inc. Chairman of the Board/Director

SM Investments Corporation Vice Chairman/Non-Executive Director

Amando M. Tetangco, Jr.

Name of Corporation Position

SM Investments Corporation Chairman/Independent Director

Belle Corporation (until May 2024 only) Independent Director

Converge ICT Solutions, Inc. Independent Director

Shell Pilipinas Corporation Independent Director

J. Carlitos G. Cruz

Name of Corporation Position

Vivant Corporation

SP New Energy Corporation (until December 2023 only)

Independent Director Independent Director

Estela M. Perlas - Bernabe

Name of Corporation Position

Aboitiz Power Corporation

Converge Information and Communications Technology Solutions, Inc.

San Miguel Food and Beverage, Inc. BDO Unibank, Inc.

Independent Director Independent Director

Independent Director Independent Director

Hans T. Sy

Name of Corporation Position

China Banking Corporation Chairman

SM Investments Corporation Adviser to the Board

Herbert T. Sy

Name of Corporation Position

China Banking Corporation Director

SM Investments Corporation Adviser to the Board

Jeffrey C. Lim

Name of Corporation Position

Concrete Aggregates Corporation Director

Elmer B. Serrano

Name of Corporation Position

Dominion Holdings, Inc. (formerly BDO Leasing and Finance, Inc.)

EEI Corporation Benguet Corporation

Chairman

Director Independent Director

Philippine Telegraph and Telephone Corporation Independent Director DFNN, Inc. Director

Board Committees

The members of the Audit Committee are:

AMANDO M. TETANGCO, JR. - Chairman (Independent Director) ESTELA M. PERLAS - BERNABE - Member (Independent Director)

J. CARLITOS G. CRUZ - Member (Independent Director) JOSE T. SIO - Adviser

The members of the Corporate Governance and Sustainability Committee are:

ESTELA M. PERLAS - BERNABE - Chairperson (Independent Director)

J. CARLITOS G. CRUZ - Member (Independent Director) AMANDO M. TETANGCO, JR. - Member (Independent Director)

The members of the Risk Oversight Committee are:

J. CARLITOS G. CRUZ - Chairman (Independent Director) AMANDO M. TETANGCO, JR. - Member (Independent Director) JORGE T. MENDIOLA - Member

JOSE T. SIO - Adviser The members of the Related Party Transactions Committee are:

ESTELA M. PERLAS - BERNABE - Chairperson (Independent Director) AMANDO M. TETANGCO, JR. - Member (Independent Director) JORGE T. MENDIOLA - Member

The members of the Executive Committee are:

HANS T. SY - Chairman

HENRY T. SY, JR. - Member

HERBERT T. SY - Member

ELIZABETH T. SY - Member

JEFFREY C. LIM - Member

JOHN NAI PENG C. ONG - Member

Mr. Amando M. Tetangco, Jr. is the Company's Lead Independent Director.