November 7, The Philippine Stock Exchange, Inc. 3 rd Floor, PSE Plaza, Ayala Triangle Ayala Avenue, Makati City, 1226 Philippines

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November 7, 2013 The Philippine Stock Exchange, Inc. 3 rd Floor, PSE Plaza, Ayala Triangle Ayala Avenue, Makati City, 1226 Philippines Attention of Ms. Janet A.

1 November 7, 2013 The Philippine Stock Exchange, Inc. 3 rd Floor, PSE Plaza, Ayala Triangle Ayala Avenue, Makati City, 1226 Philippines Attention of Ms. Janet A. Encarnacion Head, Disclosure Department Gentlemen: In line with the Securities Exchange Commission s approval of the merger between SM Prime Holdings, Inc. ( SMPH or the Company ) and SM Land, Inc., with increase of capital stock of SMPH dated 10 October 2013 and further to our previous disclosures regarding this matter, we submit herewith the attached materials to update the investing public. We trust that you find the foregoing information in order. Very truly yours, TERESA CECILIA H. REYES Vice President Finance

2 Investor Update 7 November 2013

3 2 Disclaimer THIS PRESENTATION HAS BEEN PREPARED BY SM PRIME, INC. (THE COMPANY ) SOLELY FOR YOUR INFORMATION AND FOR USE AT THE PRESENTATION BY THE COMPANY. IN PARTICULAR, THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE ANY, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF LAWS OF ANY SUCH JURISDICTION. THIS PRESENTATION MAY NOT BE REPRODUCED, REDISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, BY ANY MEDIUM OR FOR ANY PURPOSE. PRESENTATION MEANS THIS DOCUMENT, ANY ORAL PRESENTATION, THE QUESTION AND ANSWER SESSION AND ANY WRITTEN OR ORAL MATERIAL DISCUSSED OR DISTRIBUTED AT THE MEETING WHERE THIS PRESENTATION IS MADE. BY ATTENDING SUCH MEETING, OR BY ACCEPTING A COPY OF THIS PRESENTATION, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING LIMITATIONS. THIS PRESENTATION DOES NOT CONSTITUTE A PROSPECTUS OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, OR ANY OFFER TO UNDERWRITE OR OTHERWISE ACQUIRE ANY SHARES IN THE COMPANY OR ANY OTHER SECURITIES, NOR SHALL THIS PRESENTATION OR ANY PART OF IT NOR THE FACT OF ITS DISTRIBUTION OR COMMUNICATION FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT, COMMITMENT OR INVESTMENT DECISION IN RELATION THERETO, NOR DOES IT CONSTITUTE A RECOMMENDATION REGARDING THE SECURITIES OF THE COMPANY. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS GIVEN AS TO THE ACCURACY OF THE INFORMATION OR OPINIONS CONTAINED IN THIS PRESENTATION, AND NO LIABILITY IS ACCEPTED FOR ANY SUCH INFORMATION OR OPINIONS BY THE COMPANY OR ANY AFFILIATES, DIRECTORS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS OR ADVISERS. THIS PRESENTATION CONTAINS INFORMATION ABOUT THE MARKETS IN WHICH THE COMPANY COMPETES, INCLUDING MARKET GROWTH, MARKET SIZE AND MARKET SEGMENT SIZES, MARKET SHARE INFORMATION AND INFORMATION ON THE COMPANY'S COMPETITIVE POSITION. THIS INFORMATION HAS NOT BEEN VERIFIED BY INDEPENDENT EXPERTS OR ASSEMBLED COLLECTIVELY AND IS SUBJECT TO CHANGE, AND THERE IS NO GUARANTEE THAT THE INFORMATION CONTAINED IN THIS PRESENTATION IS ACCURATE OR COMPLETE AND NOT MISLEADING NOR THAT THE COMPANY'S DEFINITION OF ITS MARKETS IS ACCURATE OR COMPLETE AND NOT MISLEADING. THE INFORMATION INCLUDED IN THIS PRESENTATION IS SUBJECT TO UPDATING, COMPLETION, REVISION AND AMENDMENT, AND SUCH INFORMATION MAY CHANGE MATERIALLY. NO PERSON IS UNDER ANY OBLIGATION TO UPDATE OR KEEP CURRENT THE INFORMATION CONTAINED IN THE PRESENTATION, AND ANY OPINIONS EXPRESSED IN RELATION THERETO ARE SUBJECT TO CHANGE WITHOUT NOTICE. THIS PRESENTATION IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION. THE SECURITIES OF THE COMPANY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE SECURITIES ACT ), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM (OR IN A TRANSACTION NOT SUBJECT TO) THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF SECURITIES OF THE COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. THIS PRESENTATION INCLUDES FORWARD-LOOKING STATEMENTS THAT REFLECT THE COMPANY'S INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS. FORWARD-LOOKING STATEMENTS INVOLVE ALL MATTERS THAT ARE NOT HISTORICAL FACT. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS INCLUDING MAY, WILL, WOULD, SHOULD, EXPECT, INTEND, ESTIMATE, ANTICIPATE, PROJECT, BELIEVE, SEEK, PLAN, PREDICT, CONTINUE AND SIMILAR EXPRESSIONS OR THEIR NEGATIVES. SUCH STATEMENTS ARE MADE ON THE BASIS OF ASSUMPTIONS AND EXPECTATIONS WHICH, ALTHOUGH THE COMPANY BELIEVES THEM TO BE REASONABLE AT THIS TIME, MAY PROVE TO BE ERRONEOUS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS AND OTHER FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS OF OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, PERFORMANCE, PROSPECTS OR OPPORTUNITIES, AS WELL AS THOSE OF THE MARKETS IT SERVES OR INTENDS TO SERVE, TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR SUGGESTED BY, THESE FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE THOSE DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO: CHANGING BUSINESS OR OTHER MARKET CONDITIONS, GENERAL ECONOMIC CONDITIONS IN THE PHILIPPINES AND ELSEWHERE, AND THE COMPANY'S ABILITY TO RESPOND TO TRENDS IN ITS INDUSTRY. ADDITIONAL FACTORS COULD CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY. THE COMPANY AND EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES AND ADVISORS EXPRESSLY DISCLAIM ANY OBLIGATION OR UNDERTAKING TO RELEASE ANY UPDATE OF OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS IN THIS PRESENTATION, AND ANY CHANGE IN THE COMPANY S EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH THESE FORWARD-LOOKING STATEMENTS ARE BASED, EXCEPT AS REQUIRED BY APPLICABLE LAW OR REGULATION.

4 3 On May 31, 2013, the SM Group announced a plan to combine all of its real estate businesses under SM Prime Exchange Offer Merger Share for share swap Asset for share swap (Commercial) (Residential) (Tourism) (Real Estate Assets) (Leisure) (Leisure) Prime Metro Estate Inc. (Commercial) Tagaytay Resort & Development (Commercial)

SM Land and SM Prime approval for the injection of SM Group s real estate assets and shares in other real estate companies into SM Prime

5 4 Restructuring process update Phase 1 Phase 2 Phase 3 Aug 12, 2013: Exchange offer completed (98.9% and 99.9% acceptance for SMDC and HP respectively) Oct 10, 2013: Obtained SEC Jul 10, 2013: Received SMPH shareholders approval for the merger of SM Land and SM Prime approval for the injection of SM Group s real estate assets and shares in other real estate companies into SM Prime Nov 5, 2013: SMDC and HP delisted from the Philippine Stock Exchange Oct 10, 2013: Received SEC approval for the merger of SM Land and SM Prime Early 2014: Target completion

6 5 Reorganized structure of SM Prime Sy Family & Other SM Companies (27.4% 1 ) Public (51.3% 1 ) (21.3% 1 ) Malls Residential Commercial Hotels & Conventions Leisure 1 Reflecting completion of all three phases

6 Integrated team in place to execute strategic plan Board of Directors (8 Directors incl.

Sy President and Director Mr. Jeffrey C.

Mari Banzon Head: Dave Rafael Head: Elizabeth T.

7 6 Integrated team in place to execute strategic plan Board of Directors (8 Directors incl. 3 Independent Directors) Mr. Henry T. Sy, Jr. Executive Chairman Mr. Hans T. Sy President and Director Mr. Jeffrey C. Lim EVP/CFO Malls Residential Commercial Hotels & Conventions Head: Annie Garcia Head: Jose Mari Banzon Head: Dave Rafael Head: Elizabeth T. Sy CFO: Christopher Bautista CFO: Joel Ong CFO: Gema Cheng CFO: Angelo Calma Audit and Corporate Governance Committee Enterprise Risk Management Committee Leisure Head: Shirley Ong CFO: Roel Parian

7 SM Prime has been transformed into a leading integrated real estate company in Asia and is well positioned to pursue its next phase of growth Revenue breakdown by segment 5 Total Land Bank 1 : 825

3bn Revenue breakdown by geography 5 Net Income 4 : US$390mm China 4% Net debt to Equity 5 : 28 : 72 Philippines 96% 1 For year ended December 31, 2012; 2 As of Nov 4, 2013; 3 Combined revenues of SM

and unlisted real estate companies and assets, which include revenues from rent, sale of real estate and cinema tickets and others, after eliminating intercompany revenues for year ended December 31,

8 7 SM Prime has been transformed into a leading integrated real estate company in Asia and is well positioned to pursue its next phase of growth Revenue breakdown by segment 5 Total Land Bank 1 : 825 ha Market cap 2 : US$12.4bn Leisure & Resorts 2% Commercial 5% Hotels & Conventions 3% Residential 37% Malls 53% Revenue 3 : US$1.3bn Revenue breakdown by geography 5 Net Income 4 : US$390mm China 4% Net debt to Equity 5 : 28 : 72 Philippines 96% 1 For year ended December 31, 2012; 2 As of Nov 4, 2013; 3 Combined revenues of SM Prime Holdings, Inc. and Subsidiaries, SM Land Inc. and Subsidiaries, Highlands Prime, Inc. and unlisted real estate companies and assets, which include revenues from rent, sale of real estate and cinema tickets and others, after eliminating intercompany revenues for year ended December 31, 2012; 4 Combined net income of SM Prime Holdings, Inc. and Subsidiaries, SM Land Inc. and Subsidiaries, Highlands Prime, Inc. and unlisted real estate companies and assets after eliminating intercompany income and expenses for year ended December 31, 2012, includes non-controlling interest; 5 Based on combined financials for year ended December 31, 2012 Note: Exchange rate of US$1 : Php43.21; combined financial information has been prepared by aggregating separate financial information relating to the various entities and assets that were combined as part of SM Prime s reorganization in 2013; combined financial information is preliminary and subject to change

office development Maintain strong balance

9 8 The strategy going forward Acquisition of strategic landbank Leverage on world-class malls Optimize existing properties Continue aggressive rollout of BPO office development Maintain strong balance sheet, prudent risk & capital management, and good governance

10 9 To support this strategy, CAPEX plans will be accelerated to pursue highly attractive opportunities in the market Total capex ~US$1.9bn US$1.4bn ~US$1.5bn US$0.8bn E 2014F 2015F We plan to fund our US$3.4bn capex requirement through an optimal combination of internally generated cash, debt and equity Note: Includes capex for landbank; exchange rate of US$1 : Php43.21; combined historical and forecast capex data are preliminary and subject to change, forecast capex is based on management s estimates and assumptions, and actual future capex may differ materially

Company Briefing May Positioning SM Prime for the next stage of growth

Company Briefing May Positioning SM Prime for the next stage of growth Company Briefing May 203 Positioning SM Prime for the next stage of growth Disclaimer This Company Presentation (the Presentation ) has been prepared by SM Prime Holdings, Inc. (the Company ) solely for