SM Prime : (Amended-1) Notice of Annual or Special Stockholder's Meeting

C01102-2017

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-C

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

   Feb 28, 2017

2. SEC Identification Number

   AS094-000088

3. BIR Tax Identification No.

   003-058-789

4. Exact name of issuer as specified in its charter

   SM PRIME HOLDINGS, INC.

5. Province, country or other jurisdiction of incorporation

   PHILIPPINES

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

   10th Floor Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines

   Postal Code

   1300

8. Issuer's telephone number, including area code

   (632) 831-1000

9. Former name or former address, if changed since last report

   N/A

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

    Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
    COMMON STOCK, P1 PAR VALUE	28,879,231,694

11. Indicate the item numbers reported herein

    ITEM # 9, LETTER B

    The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

    SM Prime Holdings, Inc.

    SMPH

    PSE Disclosure Form 7-1 - Notice of Annual or Special Stockholders' Meeting

    References: SRC Rule 17 (SEC Form 17-C) and Sections 7 and 4.4 of the Revised Disclosure Rules

    Subject of the Disclosure

    Notice of Annual Stockholders' Meeting

    Background/Description of the Disclosure

    During the regular meeting of the Board of Directors (the "Board") of SM Prime Holdings, Inc. (the Corporation") held today, the Board set its 2017 Annual Stockholders' Meeting on April 25, 2017, 2:30 p.m. at the SMX Convention Center, Function Room 1, Seashell Lane, Mall of Asia Complex, 1300 Pasay and set March 31, 2017 as the record date for stockholders entitled to notice of, to attend and vote at the annual stockholders' meeting.

    Type of Meeting

    Annual Special

    Date of Approval by Board of Directors	Feb 20, 2017
    Date of Stockholders' Meeting	Apr 25, 2017
    Time	2:30pm
    Venue	SMX Convention Center, Function Room 1, Seashell Lane, Mall of Asia Complex, 1300 Pasay
    Record Date	Mar 31, 2017
    Agenda	Please see attached file.

    Inclusive Dates of Closing of Stock Transfer Books

    Start Date	N/A
    End Date	N/A

    Other Relevant Information

    Amendment 1: Agenda

    Filed on behalf by:

    Name	Diana Inderio
    Designation	Supervisor

    ID

    PRIME HOLDINGS Notice of Annual Stockholders' Meeting April 25, 2017 1 2:30p.m. Function Room 1, SMX Convention Center Seashell Lane, Mall of Asia Complex, Pasay City

    To all Stockholders:

    Please take notice that the annual meeting of the stockholders of SM PRIME HOLDINGS, INC. will be held on April 25, 2017 at 2:30 p.m. at the Function Room 1, SMX Convention Center, Seashell Lane, Mall of Asia Complex, Pasay City.

    AGENDA

12. Call to Order

13. Certification of Notice and Quorum

14. Approval of Minutes of the Annual Meeting of Stockholders Held on April 12, 2016

4. Approval of Annual Report for 2016

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

2. Election of Members of the Board of Directors for 2017-2018

3. Appointment of External Auditor

4. Other Matters

5. Adjournment

Attached are the rationale for the above agenda items for reference.

The Board of Directors has fixed the end of trading hours of The Philippine Stock Exchange, Inc. on March 31, 2017 as the record date for the determination of stockholders entitled to the notice of and to vote at such meeting and any adjournment thereof.

In case you cannot personally attend the meeting, you may accomplish a proxy form (which need not be notarized) and file the same to the office of the Corporate Secretary at the 33rd Floor, The Orient Square, F. Ortigas Jr. Road, Ortigas Center, Pasig City at least seventy-two (72) hours before the date of the meeting, in accordance with the By-Laws of the Corporation. Validation of proxies will be conducted on April 24, 2017 at 11am at 10th Floor, Mall of Asia Arena Annex Building, Coral Way cor. J.W. Diokno Blvd., Mall of Asia Complex, Brgy. 76, Zone 10, CBP-1A, Pasay City, Philippines.

For your convenience in registering your attendance, please bring some form of identification such as passport, driver's license, or company 1.0.

Pasig City, 24 February 2017.

OF DIRECTORS: