SECURITIES AND EXCHANGE COMMISSIONSEC 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)

Dec 23, 2024

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

7/F MOA Square, Seashell Lane cor. Coral Way, Mall of Asia Complex, Brgy. 76 Zone 10, CBP 1-A, Pasay City, Metro Manila, Philippines Postal Code 1300

8. Issuer's telephone number, including area code

(632) 8831-1000

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
DEBT SECURITIES – RETAIL BOND	137,831,040,000

11. Indicate the item numbers reported herein

ITEM # 9

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 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Amendments to By-Laws
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, February 19, 2024, the Board approved the Amendments to its By-Laws to comply with the requirements of the Revised Corporation Code of the Philippines and other applicable laws and regulations, and to reflect best practices. Pursuant to the delegated authority to amend the By-laws granted to it by the shareholders, the Board of Directors is duly authorized to approve the proposed amendments to the By-laws.

Date of Approval by Board of Directors	Feb 19, 2024
Date of Approval by Stockholders	N/A
Other Relevant Regulatory Agency, if applicable	N/A
Date of Approval by Relevant Regulatory Agency, if applicable	N/A
Date of Approval by Securities and Exchange Commission	Dec 18, 2024
Date of Receipt of SEC approval	Dec 23, 2024

Amendment(s)

Article and Section Nos.	From	To
Please see Annex A of attached SEC Form 17-C	Please see Annex A of attached SEC Form 17-C	Please see Annex A of attached SEC Form 17-C

Rationale for the amendment(s)
The proposed amendments are to align the by-laws with the latest laws, rules, and regulations on corporate governance and to update it to reflect actual practices of the Corporation.

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the By-Laws with the SEC	Jun 4, 2024
Expected date of SEC approval of the Amended By-Laws	Dec 18, 2024

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
None.
Other Relevant Information
Earlier disclosure is being amended to indicate the (i) “Date of Approval by Securities and Exchange Commission”, (2) “Date of Receipt of SEC Approval” and to (3) to attach the original Certificate of Filing of Amended By-Laws and Annotations to the By-Laws.