SM Investments Corporation: Additional Listing

May 2, 2013 PSE MEMORANDUM NO. LA-0169-13 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 Citigroup Global Markets Limited April 15, 2013 54,656 JP Morgan Securities Plc. April 17, 2013 54,656 JP Morgan Securities Plc. April 17, 2013 109,312 JP Morgan Securities Plc. April 17, 2013 54,656 Goldman Sachs International April 23, 2013 109,312 Barclays Capital Securities Ltd. April 23, 2013 76,518 Deutsche Bank AG London April 24, 2013 65,587 Deutsche Bank AG London April 24, 2013 21,862 Total 546,559 ======== In view thereof, the listing of additional 546,559 common shares to cover the conversion of the Convertible Bonds issued to the Bondholders is set for Friday, May 3, 2013 . This brings the number of listed underlying SM common shares of the Convertible Bonds to 4,602,043 common shares. AEIHaS 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__2013-0169.pdf> last visited May 23, 2013.