A S 0 9 4 - 0 0 0 0 8 8

SEC Registration Number

S M P R I M E H O L D I N G S , I N C . A N D S U B S I

D D I A R I E S

(Company’s Full Name)

1 0 t h F l o o r M a l l o f A s i a A r e n a A n n

e x B u i l d i n g , C o r a l W a y c o r . J . W .

D i o k n o B l v d . , M a l l o f A s i a C o m p l e

x , B r g y . 7 6 Z o n e 1 0 , C B P - 1 A , P a s a

y C i t y 1 3 0 0

Mr. Jeffrey C. Lim 831-1000 (Contact Person) (Company Telephone Number)

0 2 2 0 1 7 - C

Month Day (Form Type) Month Day (Calendar Period) (Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

S T A M P S

Remarks: Please use BLACK ink for scanning purposes.

COVER SHEET

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-C

CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE (SRC)

AND SRC RULE 17(a)-1(b)(3) THEREUNDER

1. February 20, 2017 Date of Report 2. SEC Identification Number AS094-000088 3. BIR Tax Identification No. 003-058-789 4. SM PRIME HOLDINGS, INC. Exact name of registrant as specified in its charter 5. PHILIPPINES 6. (SEC Use Only)

Province, country or other jurisdiction of incorporation

Industry Classification Code:

7. 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 1300 Address of principal office Postal Code

8. (632) 831-1000

Registrant's telephone number, including area code 9. N/A

Former name or former address, if changed since last report 10. Securities registered pursuant to 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 Securities and Exchange Commission (“SEC”) approved on February 14, 2017 the amendment to the

By-Laws (Article III, Section 6) increasing the board quorum to two-thirds (2/3) of the number of Board

of Directors.

During the regular meeting of the Board of Directors (the “Board”) of SM Prime Holdings, Inc. (the

Corporation”) held today, the Board approved the following matters:

1. The audited financial statements of the Company for the year 2016;

2. Setting of 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

setting March 31, 2017 as the record date for stockholders entitled to notice of, to attend and vote

at the annual stockholders’ meeting;

3. Setting of Analysts and Press Briefing immediately after the 2:30pm Annual Stockholders’

Meeting on April 25, 2017. The venue of the briefing will be at the SMX Convention Center,

Meeting Rooms 8 & 9, Seashell Lane, Mall of Asia Complex, 1300 Pasay;

4. Amendment of the Corporate Governance Manual of the Corporation;

5. Creation of the Corporate Governance Committee to assist the Board in the performance of its

corporate governance responsibilities, including the functions that were formerly assigned to the

Nomination and Remuneration Committee and election of the following directors as members:

Mr. Joselito H. Sibayan – Chairman

Mr. Gregorio U. Kilayko

Mr. Jose L. Cuisia, Jr.

6. Amendment of the composition of the following Board Committees:

a. Audit Committee:

Mr. Jose L. Cuisia, Jr. – Chairman

Mr. Joselito H. Sibayan

Mr. Jorge T. Mendiola

b. Risk Oversight Committee:

Mr. Gregorio U. Kilayko – Chairman

Mr. Jose L. Cuisia, Jr.

Mr. Jorge T. Mendiola

c. Related Party Transactions Committee:

Mr. Joselito H. Sibayan – Chairman

Mr. Gregorio U. Kilayko

Mr. Jorge T. Mendiola

7. Appointment of Mr. Jose L. Cuisia, Jr. as the Lead Independent Director.

We trust you will find the foregoing in order.

SIGNATURES

Pursuant to the requirements of the Securities Regulation Code, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SM PRIME HOLDINGS, INC. Registrant Date: February 20, 2017 ___________________________ TERESA CECILIA H. REYES

Vice President - Finance

�

Rationale for Agenda Items:

Agenda Item No. 3: Approval of Minutes of the Annual Stockholders� Meeting Held on April 12, 2016

The Minutes of the annual stockholders� meeting held on April 12, 2016 were prepared and submitted to the SEC within the period prescribed by pertinent laws, rules and regulations. The results of the annual stockholders� meeting were also posted on the Company�s website on the same date. The Board of Directors recommends the shareholders to consider subject minutes for approval on April 25, 2017.

Agenda Item No. 4: Approval of Annual Report for the Year 2016

The Company�s 2016 performance results have been duly summarized in the Annual Report, which includes the Audited Financial Statements (AFS) of the Company for the year ended 2016. The AFS have been reviewed and approved by the Audit Committee and the Board of Directors, and have been audited by the external auditors who expressed an unqualified opinion on the aforementioned financial statements. Any shareholder who would like to receive a hard copy or CD of the 2016 Annual Report may do so through the Investor Relations Office. The 2016 Annual Report is also posted in the Company�s website.

Agenda Item No. 5: General ratification of the acts of the Board of Directors, Board Committees and the Management from the date of the last annual stockholders� meeting up to the date of this meeting

The Company�s performance in 2016, 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.

Agenda Item No. 6: Election of Directors for 2017-2018

The same set of Directors have been duly reviewed and recommended by the Company�s Corporate Governance Committee for re-election. Their proven competence, expertise and qualifications based on current regulatory standards, will help sustain the Company�s solid performance for the benefit of all its shareholders. The profiles of the Directors are available in the Company�s website and attached herewith for your reference.

Agenda Item No. 7: Appointment of External Auditor

Based on the recommendation of the Audit Committee, the Board concurred with the recommendation to re-appoint SGV & Co. as the Company�s external auditors for 2017. SGV & Co. is one of the top auditing firms in the country and is duly accredited with the SEC.

Pasig City, February 24, 2017