MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF
SM PRIME HOLDINGS, INC.
Held on 23 April 2024 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.
AMANDO M. TETANGCO, JR.
DARLENE MARIE B. BERBERABE
J. CARLITOS G. CRUZ
HANS T. SY HERBERT T. SY JORGE T. MENDIOLA
JEFFREY C. LIM
OFFICERS PRESENT:
JOHN NAI PENG C. ONG
ELMER B. SERRANO ARTHUR A. SY MARVIN PERRIN L. PE JOANA B. TIANGCO
ALEXANDER D. POMENTO ALSO PRESENT:
TERESITA T. SY-COSON
Chairperson of the Board Member, Executive Committee
Vice Chairperson and Lead Independent Director Chairperson, Audit Committee
Member, Risk Oversight Committee Member, Corporate Governance Committee
Member, Related Party Transactions Committee
Independent Director
Chairperson, Corporate Governance Committee Chairperson, Related Party Transactions Committee
Member, Audit Committee
Independent Director
Chairperson, Risk Oversight Committee Member, Corporate Governance Committee Member, Audit Committee
Director
Chairperson, Executive Committee
Director
Member, Executive Committee
Non-Executive Director Member, Audit Committee
Member, Risk Oversight Committee
Member, Related Party Transactions Committee
Director and President Member, Executive Committee
Chief Finance Officer/ Corporate Information Officer/ Chief Compliance Officer
Corporate Secretary
Assistant Corporate Secretary Chief Audit Executive
Chief Risk Officer
Vice President - Investor Relations
Adviser to the Board
ELIZABETH T. SY EDWARD K. LEE JOSE T. SIOBELINDA T. BENG-HUI
JUAN MIGUEL P. MACHUCAStockholders present in person or represented by proxy
Call to Order
Adviser to the Board
Independent Adviser to the Board
Adviser, Audit Committee and Risk Oversight Committee
SyCip Gorres Velayo & Co. SyCip Gorres Velayo & Go.
25,381,715,550 shares (Please see Record of Attendance here attached as Annex A)
The meeting opened with an invocation followed by the Philippine National Anthem. The host then acknowledged the presence of all dii-ectors and key officers of SM Prime Holdings, inc. (the Company) The host then introduced Mr. Henry T. Sy Jr., the Chairman of the Board.
The Chairman welcomed the stockholders and guests for the 2024 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.
-
Certification of Notice and Quorum
Before proceeding with the meeting, the Chairman requested the Corporate Secretary to certify to the posting and publication of nofice 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 In-Person and Remote Participation and Voting in Absentia" were uploaded via PSE EDGE on March 8, 2024 and posted on the Company's website, also beginning March 8, 2024.
In addition, the notice of meeting was published in the Business Sections of Manila Bulletin and the Philippine Daily Inquirer on March 18 & 19, 2024, 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 Z5,381,715,550 common shares, constituting 87.89% of the total outstanding capital stock of the Company as of record date 15 March 2024. 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.
The voting procedures used in the meeting are as described in the Guidelines for Remote Participation and Voting in Absentia appended to the Definitive Information Statement of the Company issued in relation to this meeting. The voting tabulation was conducted by the Office of the Corporate Secretary and validated by SyGip, Gorres, Velayo & Co. as the third-party tabulator.
-
Approval of Minutes of the Annual Stockholders' Meeting held on 25 April 2023
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 2023. 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 fhat 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
%
25,381,715,550
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 2023 are approved."
-
Approval of 2023 Annual Report and 2O23 Audited Financial Statements
The Chairman then requested Mr. Jeffrey C. Lim, President, to present his report on the results of operations for 2023. The President reported as follows:
"Good afternoon, ladies and gentlemen. Welcome to the 2024 Annual Stockholders' Meeting of SM Prime Holdings, Inc. I am pleased to see you all again.
This year, SM Prime enters its 30" year as a publicly listed company. We are grateful for your continued trust and confidence. It IG also my 30 hyear with the company and I vividly remember we only had four malls in 1994, namely SM City North Edsa, SM City Sta. Mesa, SM Megamall, and SM City Cebu. We now have grown to 85 malls in the Philippines and eight malls in China, 91 residential developments, 18 office buildings, 10 SM hotels, 6 convention centers, and 2 trade halls.
2023 was the result of how well we managed our challenges from the uncertainties of the pandemic years. We've experienced our highest-ever recorded income with our financial performance reaching PHP40 billion in consolidated net income, a 33% increase from 2022. Additionally, the company's revenues went up by 21% to PHP128.1 billion.
SM Prime's mall business which accounts for 56% of our consolidated revenues posted a robust 30% growth reaching PHP71.9 billion last year, driven by a 24% increase in mall rental income amounting to PHP61.3 billion. 2023 also saw the opening of new malls, which include SM City Bataan in Bataan Province, SM Center San Pedro in Laguna, and SM City Sto. Tomas in Batangas.
SM Prime's residential business group, led by SM Development Corporation or SMDC, which accounts for 34% of our consolidated revenues, recorded an 8% growth in revenue to PHP43.1 billion in 2023. The residential group's gross profit rose by 15% to PHP25.4 billion, while reservation sales stood at PHP102 billion.
In our primary residential group, we launched three new SMDC developments namely Jade Residences in Makati, Turf Residences in Laguna and Parkville in Bacolod. We also launched two residential projects in Tagaytay Highlands and two condominium developments in Costa del Hamilo in Nasugbu, Batangas.
SM Prime's other key business segments, which include offices, hotels, and convention centers, made up 10% of our consolidated revenues and reported PHP13.1 billion in revenues in 2023, a 26% increase from the previous year. Our office unit posted PHP6.8 billion in revenues, while our hotels and convention centers unit reached PHP6.3 billion in 2023. Our first Lanson Place property had its soft-opening in the Mall of Asia Complex to provide additional accommodation options in Pasay City.
As we forge ahead into 2024, we maintain a sense of optimism setting our sights on a PHP100 billion capital expenditure aimed at fostering shared prosperity and inclusive growth in every city within our purview. Our CAPEX allocation will be strategic: 40% will be directed towards acquiring new properties and reclamation developments to pave the way for modern, eco-friendly urbanization; 60% will be dedicated to enhancing our ma\s, development of new residential properties under SMDC, and construction of new hotels and convention centers.
We are working towards a sustainable future where we create and secure a livable planet for the generations to come, with climate resilience, environmental sustainability, and prosperity for all, as our strategy.
Under Climate ResilienceSM Prime proactively invests in initiatives aimed at mitigating disaster risks, ensuring our preparedness and resilience. Within our construction practices, we allocate 10% of the expenditure for each property toward sustainable and resilient design initiatives.
For Environmental Sustainability, we find solutions to realize our commitment to Net Zero by 2040, forge pathways towards a zero-waste future, and champion proactive water stewardship initiatives;
Our deveIopmentg are catalysts for socio-economic progress that delivers tangible benefits, this includes generating quality employment opportunities, creating business prospects for suppliers, and improving the quality of life for our customers.
SM Prime continues to work with various international and local experts, including the World Wide Fund and Ernst & Young, to further elevate our commitment to accountability, transparency and good governance in our operation.
In 2023, we received the highest recognition, the 5 Golden Arrow Award from the Institute of Corporate Directors at the ASEAN Corporate Governance Scorecard Golden Arrow Recognition. We also received a citation as Asia's Best Employer Brands from CMO Asia, which served as attestation to our stronger foundation of buiJding a trusted company. Our Company was also recognized at the Steward Leadership 25 in Singapore for demonstrating resolute action by addressing the social and environmental challenges that we face.
These achievements would not have been possible without the dedication and excellence of our workforce. Let me express our profound appreciation to our employees for their hard work and commitment to our vision. Our gratitude also goes out to our Board of Directors for their valuable advice and guidance this past year. To our customers, your loyalty inspires us to improve and innovate to meet your evolving needs continuously. To our shareholders, your trust and support motivate us to dream bigger and work harder toward shared values that truly benefit more Filipinos.
As we prepare to celebrate three decades of groundbreaking success, we pay tribute to the visionary leadership of our founder, Mr. Henry Sy, for inspiring our Company to redefine the retail and real estate landscape in the Philippines. Through his pioneering spirit, we have extended our reach beyond urban centers, facilitated inclusive economic growth, and touched more lives.
Our journey at SM Prime is a testament to the power of dreaming big. It showcases the remarkable outcomes made achievable when we pursue those dreams with dedication, faith, and hard work. This force for positive change is at the heart of our long-term growth strategy of introducing world-class developments to the Philippines, with the firm belief that our best achievements are still ahead of us.
Thank you for being an invaluable part of our continuing journey.
Magandang hapon sa inyong lahat at 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
%
25,277,D61,500
99.98
0
4,654,050
0.02
With the above votes in favor, the following resolution was passed and adopted: "RESOLVED, that the 2023 AnnuaJ Report and the 2023 Audited
Financial Statements are approved."
-
Announcement of Cash Dividends
The Chairman then announced that in its regular meeting just adjourned, the Board of Directors has approved cash dividends of Php0.346 per share. This amounts to a total of approximately Php10.0 billion Pesos in favor of all stockholders of record as of 8 May 2024, and payable on 22 May 2024. Stockholders and guests applauded the announcement.
-
Ratification of the Acts of the Board of Directors, Board Committees, and
Management
The next item in the agenda is the ratification of all acts and resolutions made and adopted by the Board of Directors, Board Committees, and carried out by Management during their term, or from the date of the last annual stockholders' meeting up to this meeting. These corporate acts are detailed in the Definitive Information Statement provided to all slockhoIders of record.
The Corporate Secretary presented the tabulation of votes:
In Favor
Against
Abstain
No. of Shares
%
No. of Shares
%
No. of Shares
%
25,372,361,546
99.96
1,935,888
0.01
7,418,116
0.03
With the above votes in favor of approval, the following resolution was passed and adopted:
"RESOLVED, that the acts of the Board of Directors, Board Committees, and Management during their term or from the date of the last annual stockholders' meeting up to this meeting are ratified."
Election of Directors for 2024-2025
The next item in the agenda is the election of directors for the year 2024-2025. The Ghairman requested that Atty. Darlene Marie Berberabe, Chairperson of the Corporate Governance Committee, to present the nominees to the Board.
Atty. Berberabe discussed that the Corporate Governance Committee has pre-screened and short-listed candidates qualified to be elected to the Board of Directors. She then announced the names of the following nominees to the Board for 2024-2025:
Mr. Henry T. Sy, Jr. Mr. Hans T. Sy Mr. Herbert T. Sy
Mr. Jorge T. Mendiola Mr. Jeffrey C. Lim
Independent Directors
Ms. Darlene Marie B. Berberabe
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Disclaimer
SM Prime Holdings Inc. published this content on May 06, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2025 at 07:53 UTC.
