SM Prime Holdings, Inc.

March 24, 1999 PSE CIRCULAR FOR BROKERS NO. 585-99 SUBJECT : SM Prime Holdings, Inc . Further to Circular No. 480-99 dated March 15, 1999 SM Prime Holdings, Inc. ("SMPH") furnished the Exchange a copy of its SEC Form 34-C (Preliminary Information Statement), with audited financial statements for the year ended December 31, 998, in connection with its Annual Stockholders' Meeting which will be held on April 29, 1999 , at 3:00 p.m., at the Rigodon Ballroom, The Peninsula Manila, Makati City. The agenda for the meeting shall be as follows: 1. Call to order. 2. Certification of notice and quorum 3. Approval of minutes of annual meeting of stockholders held on April 22, 1998 4. Approval of 1998 audited financial statements 5. General ratification of the acts of the Board of Directors and the management from the date of the last annual stockholders' meeting up to the date of this meeting 6. Election of directors for 1999-2000 7. Appointment of external auditors 8. Other Matters 9. Adjournment As previously announced, stockholders of record as of March 30, 1999 are entitled to notice of, and to vote at, said meeting. A copy of SMPH's Preliminary Information Statement is available for reference at the PSE Library and PSE-Plaza Administration Office. For your information. (SGD.) JOSE LUIS U. YULO, JR. President and CEO