SM Prime Holdings, Inc.

March 19, 1998 PSE CIRCULAR FOR BROKERS NO. 422-98 SUBJECT : SM Prime Holdings, Inc . Further to Circular No. 310-98 dated March 10, 1998, SM Prime Holdings, Inc. ("SMPH") furnished the Exchange on March 19, 1998 a copy of SEC Form 34-C (Preliminary Information Statement) in connection with its Annual Stockholders' Meeting which will be held on April 22, 1998 at 3:00 p.m. at Rizal A, Shangri-La Hotel, Makati City. The proposed agenda of the meeting is set forth below: 1. Call to order. 2. Certification of notice and quorum. 3. Approval of minutes of annual meeting of stockholders held on April 23, 1997. 4. Approval of audited financial statements. 5. General ratification of the acts of the Board of Directors and the management from the date of this meeting. 6. Election of directors for 1998-1999. 7. Appointment of external auditors. 8. Other matters. 9. Adjournment The Board of Directors has fixed the end of trading hours of the Philippine Stock Exchange (PSE) on March 22, 1998 as the record date for the determination of stockholders entitled to notice of and to vote at said meeting and any adjournment thereof. A copy of SMPH's SEC Form 34-C is available for reference at the PSE Library. For your information. (SGD.) MA. ISABEL T. GARCIA Head, Listing and Disclosures Group