A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THE SAME BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL NOR BE CONSIDERED A SOLICITATION OF AN OFFER TO BUY.

Issuer SM Prime Holdings, Inc. (“SM Prime” or the “Company”) Joint Issue Managers BDO Capital & Investment Corporation, China Bank Capital Corporation

Joint Bookrunners and Joint Lead BDO Capital & Investment Corporation, China Bank Capital Corporation, BPI Capital Corporation, First Metro Investment Corporation, Underwriters SB Capital Corporation Fixed Rate Bonds constituting the direct, unconditional, and unsubordinated obligations of SM Prime Holdings, Inc. (the “Bonds”), which is the second tranche of debt securities to be issued from Issue the Company’s Php100,000,000,000 Debt Securities Program filed with the SEC under shelf registration with a remaining unissued amount of Php85,000,000,000 Five Billion Pesos (Php5,000,000,000), with an option to increase the issue size Offer Size by up to Five Billion Pesos (Php5,000,000,000), in the event of oversubscrip- tion Bond Rating PRS Aaa

1 Series M Bonds: [2.4872% - 3.0872%] Indicative Rates as of [01/08/2021] Series N Bonds: [3.2390% - 3.8390%] Series M Bonds: Two years and 6 months (2.5) from Issue Date Maturity Dates Series N Bonds: Five years (5) from Issue Date Interest Payment Frequency Semi-Annual Prior to the Maturity Date of the Bonds, the Issuer shall have a one-time op- tion, but shall not be obligated, to redeem in whole, and not a part only, the Series N Bonds, in accordance with the schedule set forth below. Optional Redemption Series N Bonds: On the sixth (6th) and seventh (7th) interest payment dates at 101.00% On the eighth (8th) and ninth (9th) interest payment dates at 100.50% Tentative Interest Rate Setting Date [January 19, 2021] Tentative Offer Period [January 25 to 29, 2021] Tentative Issue and Listing Date [February 05, 2021]

1The Final Rates will be determined based on the prevailing benchmark rate on the Interest Rate Setting Date, plus a clearing spread to be determined via a book building process.

COMPANY BACKGROUND: SM PRIME HOLDINGS, INC. (SMPH) WAS INCORPORATED ON JANUARY 6, 1994 TO ACQUIRE AND DEVELOP REAL ESTATE, CONDUCT AND MAINTAIN COMMERCIAL SHOPPING CENTERS INCLUDING SHOPPING CENTER SPACES FOR RENT, AMUSEMENT CENTERS, MOVIE OR CINEMA THEATERS, AND TO CONSTRUCT AND MANAGE BUILDINGS SUCH AS CONDOMINIUM, APARTMENTS, HOTELS, RESTAURANTS, STORES AND OTHER STRUCTURES FOR MIXED USE PURPOSES. THE COMPANY HAS NOW FOUR BUSINESS UNITS, NAMELY, MALLS, RESIDENTIAL, COMMERCIAL, AND HOTELS AND CONVENTION CENTERS. AS OF DECEMBER 31, 2018, SMPH HAS 72 MALLS IN THE AND SEVEN SHOPPING MALLS IN CHINA. THE MALLS IN CHINA ARE LOCATED IN THE CITIES OF XIAMEN, JINJIANG, CHENGDU, ZIBO, CHONGQING, TIANJIN, AND SUZHOU. THE COMPANY HAS 44 RESIDENTIAL PROJECTS, 13 COMMERCIAL PROJECTS, SIX HOTELS, FOUR CONVENTION CENTERS AND THREE TRADE HALLS. SMPH ALSO OWNS , AN AMUSEMENT PARK IN TAGAYTAY CITY AND WITHIN SM CITY PAMPANGA. AMONG THE COMPANY'S SUBSIDIARIES ARE SM DEVELOPMENT CORPORATION; COSTA DEL HAMILO, INC.; HIGHLANDS PRIME INC.; TAGAYTAY RESORT DEVELOPMENT CORPORATION; SM ARENA COMPLEX CORPORATION; SM HOTELS AND CONVENTIONS CORP.; AND SM LAND (CHINA) LIMITED. SOURCE: SEC FORM 17-A (2018).

DISCLAIMERS: THE INFORMATION DOES NOT CONSTITUTE A RECOMMENDATION REGARDING THE SECURITIES OF THE COMPANY OR ANY OF ITS AFFILIATES. THIS SHOULD NOT BE CONSTRUED AS A SOLICITATION TO BUY OR SELL ANY SECURITY OF THE COMPANY, OR TO ENGAGE IN OR REFRAIN FROM ENGAGING IN ANY TRANSACTION. THIS SHOULD NOT BE USED AS THE BASIS FOR ANY FINANCIAL DECISION TO INVEST IN ANY SECURITIES OR PARTICIPATION IN ANY TRANSACTION. THIS DOES NOT PURPORT TO, AND DOES NOT, CONTAIN ALL OF THE INFORMATION THAT MAY BE REQUIRED TO EVALUATE FACTORS RELEVANT TO A RECIPIENT MAKING ANY INVESTMENT DECISIONS. EACH RECIPIENT SHOULD MAKE ITS OWN INDEPENDENT APPRAISAL OF, AND INVESTIGATION INTO, THE FINANCIAL CONDITION, CREDITWORTHINESS, AFFAIRS, STATUS AND NATURE OF THE COMPANY AS THE BASIS OF ANY INVESTMENT DECISION. THIS IS INTENDED FOR GENERAL INFORMATION PURPOSES. IT PROVIDES BASIC INFORMATION CONCERNING INDIVIDUAL PRODUCTS OR RELATED SERVICES. HOWEVER, NONE OF THE INFORMATION SHOULD BE INTERPRETED AS AN OFFER TO SELL SECURITIES OR AS INVESTMENT ADVICE OF ANY KIND. NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THAT INFORMATION. IN NO EVENT WILL BPI CAPITAL CORPORATION, NOR ANY OF ITS DIRECTORS, EMPLOYEES OR ADVISORS ACCEPT ANY LIABILITY WITH REGARD TO THE INFORMATION CONTAINED HEREIN.

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THE SAME BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL NOR BE CONSIDERED A SOLICITATION OF AN OFFER TO BUY. A COPY OF THE PROSPECTUS AND OFFER SUP- PLEMENT MAY BE VIEWED AT THE COMPANY'S WEBSITE www.smprime.com.

THE FINANCIAL PRODUCTS OF BPI CAPITAL CORPORATION ARE NOT INSURED BY THE PHILIPPINE DEPOSIT INSURANCE CORPORATION AND ARE NOT GUARANTEED BY THE BANK OF THE PHILIPPINE ISLANDS. THE INFORMATION HEREIN IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LAW OR REGULATION.

FOR FURTHER DETAILS: You may visit a BPI branch, your respective Relationship Manager, Branch Manager, or you can contact the following BPI Capital Officers:

NORTHERN METRO SOUTHERN NORTH & SOUTH LUZON VISAYAS & MINDANAO AIMIKO P. MIZUNO JOHN PAUL L. CHIONG IVAN KRISTOFFER L. VILORIA BRIAN Z. DEL ROSARIO 8246-5136 8246-5115 8246-5145 8246-5105 [email protected] [email protected] [email protected] [email protected]

BPI CAPITAL CORPORATION 11/F Tower One, Ayala North Exchange, 6796 Ayala Avenue corner Salcedo Street, Legaspi Village, Makati City 1229 E-mail: [email protected]

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