SM Investments Corporation: Additional Listing

April 11, 2013 PSE MEMORANDUM NO. LA-0140-13 TO : The Investing Public SUBJECT : SM Investments Corporation Additional Listing Please be informed that the Exchange approved on May 23, 2012 the application of SM INVESTMENTS CORPORATION ("SM" or the "Company") to list additional 13,664,091 common shares, with a par value of P10.00 per share, to cover the underlying common shares of the Convertible Bonds Due 2017 ("Convertible Bonds") of the Company, subject to the actual conversion of the Convertible Bonds. The Convertible Bonds were issued by the Company on February 15, 2012, at a conversion price of P781.446 per share. 1 In this connection, please be advised that SM has received conversion notice(s) from the following Bondholders for the conversion of their Convertible Bonds to the corresponding underlying SM common shares (net of fractional shares) at the conversion price of P781.446 per share: 2 Bondholders Date of Conversion No. of underlying SM common shares Deutsche Bank AG Manila Branch March 22, 2013 54,656 on behalf of Deutsche Bank AG London Prime Brokerage Deutsche Bank AG London March 22, 2013 65,587 Goldman Sachs International March 25, 2013 76,518 Barclays Capital Securities Ltd. March 25, 2013 43,725 Goldman Sachs International March 25, 2013 87,450 Deutsche Bank AG London April 2, 2013 163,969 Deutsche Bank AG Manila Branch April 2, 2013 163,969 on behalf of Deutsche Bank AG London Prime Brokerage UBS AG London Asia Equity April 2, 2013 218,625 Total 874,499 ======= In view thereof, the listing of additional 874,499 common shares to cover the conversion of the Convertible Bonds issued to the Bondholders is set for Friday, April 12, 2013 . This brings the number of listed underlying SM common shares of the Convertible Bonds to 3,497,991 common shares. IEHDAT The designated Stock Transfer Agent is hereby authorized to record and register in its books the above changes in number of shares. For your information and guidance. (SGD.) J.V. B. ZUO III OIC, Listings Department Footnotes 1. The conversion price of the Convertible Bonds represents 21.06% premium over the P645.50 closing price of the SM shares when the Convertible Bonds were issued. 2. The conversion price of P781.446 per share (equivalent to approximately US$18.296, as translated into US dollars at the fixed rate of US$1 = P42.711) which will be subject to adjustment for, among other things, division or consolidation of shares, bonus issues, rights issues and other dilutive events. <http://www.pse.com.ph/resource/memos/2013/LA__2013-0140.pdf> last visited April 19, 2013.