SM Prime Holding Inc.

Vision
To build world-class businesses that are catalysts for development in the communities
we serve.

Mission
We will partner with our host communities to provide a consistently high standard of
service to our customers, look after the welfare of our employees and deliver
sustainable returns to our shareholders, at all times upholding the highest standards of
corporate governance in all our businesses.
About Company
SM is a leading Philippine company that is invested in market leading businesses in
retail, banking and property. It also invests in ventures that can capture the high growth
opportunities in the emerging Philippine economy. It looks for market leaders or those
with potential to become leaders in their chosen sectors that offer synergies and
attractive returns and cashflows.
SM was listed on the Philippine Stock Exchange in 2005. Its assets include blue-chip
listed firms SM Prime Holdings, BDO Unibank and China Banking Corporation.

RETAIL
SM’s retail operations are the country’s largest and most diversified with its food (SM
Markets,WalterMart, Alfamart) , non-food (THE SM STORE) and specialty retail stores
which are leading players that provide consumers with an aspirational lifestyle, reliable
service, quality products and consistent convenience.

PROPERTY
SM Prime has become one of the largest real estate conglomerates in the country and
in Southeast Asia with interests in malls, residences, office buildings, resorts, hotels and
convention centers. SM Prime is the Philippines' largest mall developer, both in terms of
gross floor area (GFA) and geographical reach. In China, the company’s malls are in
second- and third-tier cities, a strategy that the company will maintain as it grows further
in numbers. A trailblazer in the Philippine residential business, SM Prime has offerings
mainly in key cities in Metro Manila and the provinces.

BANKING
SM has the largest footprint in the Philippines through BDO Unibank, Inc. and China
Banking Corporation.

BDO is the Philippines' largest bank in terms of total resources, loans and deposits and
is also the market leader in most key business segments such as investment banking,
asset management, wealth management, remittances, credit cards, insurance and
leasing.

China Bank is uniquely positioned to service the needs of emerging companies and
small- and medium-scale enterprises building on its long-term relationships that date
back to the post-war era. Its acquisitions in recent years signal China Bank's desire to
grow further in scale, market reach and product base.

EQUITY INVESTMENTS
In all its portfolio investments, SM finds the best partners who know the businesses,
manage the inherent risks, and deliver superior returns. SM’s investments are in
integrated resorts through Belle Corporation, in copper mining through Atlas
Consolidated Mining and Development Corporation, in community mall chain CityMall,
office towers under the NET Group, in logistics firm 2GO Group and dormitory
operator MyTown.

History
From the dream of selling a good pair of shoes to every Filipino, SM founder Henry Sy,
Sr. has laid the groundwork and piloted the development and evolution of SM
Investments Corporation (SM) into one of the country’s largest holding companies in the
Philippines today.

For nearly six decades, SM has demonstrated its leading presence in retail, banking,
and property development in the Philippines with a rising presence in China, innovating
to provide best-value in products and services across various customers.

Through careful planning and execution, SM takes inspiration from its millions of
stakeholders whose lives are shaped by their aspirations and constant desire for a
better quality of life. As it continues to build on these aspirations, SM fulfills its catalyst
role by expanding through its core businesses, generating employment, business
activity and overall progress in its host communities. SM stands firm in its commitment
toward change by promoting more value and greater convenience, stimulating growth
and inspiring millions toward realizing their lifelong dreams.
The roots of SM date back to the 1950s when entrepreneur Henry Sy, Sr. established a
shoe store at Carriedo Street in Quiapo, Manila. His store was established as
ShoeMart, which was originally located at Carlos Palanca Sr. Street. His aggressive and
adamant strategy helped him gain large profits within a few years and he later
expanded his business to become a fully functioning department store named
ShoeMart, which specializes in the sale of shoes, the sector of which the store originally
was. ShoeMart was abbreviated into to SM, the name which became commonly known
by the locals. The acronym SM has become an orphan initialism. The first ShoeMart
outlet was abandoned and the department store moved to a new site along the nearby
Carriedo Street. The old site was demolished in 1982 and was turned into its Clearance
Outlet.
The first SM Mall, the SM City North EDSA, was opened in 1985. Followed by the
establishment of a second mall, the SM Centerpoint, in 1990. Since then, the company
has expanded by establishing malls nationwide.
On May 17, 2013, SM opened the SM Aura Premier. The same year, the company
announced a merger with SM Land, which owns SM Development and Commercial
Properties Group. As a result, upon approval by Securities and Exchange Commission,
SM Prime is one of the largest property companies in the Southeast Asia region,
competing with Gokongwei-led Robinsons Land (which owns Robinsons Malls and Tan-
led Megaworld Corporation).

Board of Director
Henry Sy
Chairman Emeritus

Jose T. Sio
Chairman of the Board

Teresita T. Sy-Coson
Vice Chairperson of The Board (Non-Executive Director)

Henry T. Sy, Jr.

Vice Chairman of the Board / Non-Executive Director

Harley T. Sy
Executive Director

Frederic C. DyBuncio
President/CEO

Joseph R. Higdon
Lead Independent Director
Tomasa H. Lipana
Independent Director

Alfredo E. Pascual
Independent Director

The mall business of SM Prime Holdings, Inc. (SM Prime), the country’s largest
integrated property developer, reported its recent certification by the International
Organization for Standardization. The ISO 22301 certification affirms the company’s
commitment to meet the needs of its stakeholders especially in times of disasters and
calamities.

ISO awarded the certificate to SM Prime for establishing and applying a Business
Continuity Management program for its SM Supermalls. Likewise, the certification
covers the Mall of Asia Arena Annex Building, the headquarters of SM Prime in Pasay
as well as SM Megamall, one of SM Prime’s largest malls in the country.

“This certification assures our stakeholders that the company will be able to respond to,
recover from and continue its business after a disruptive event. For our customers, this
means assuring their safety first and foremost, even as we provide access to basic
necessities even at the onset of the calamity,” SM Prime President Hans T. Sy said.

The ISO certification meant going through a series of detailed audits which included
internal assessments to ensure readiness for certification and an external audit on the
company’s Business Continuity Management System.
“SM Prime is committed to make sure that business continuity is part of our operations
especially after a calamity to provide continuous livelihood, not only to our employees,
but to the employees also of our tenants, suppliers and all our stakeholders,” Sy added.

The ISO is an independent, non-governmental international organization with a

membership of 162 national standard bodies. It brings together experts to share
knowledge and develop voluntary, concensus-based, market relevant international
standards that support innovation and provide solutions to global challenges.

The ISO 22301 certification covers the requirements for a robust business continuity
management system, which will allow the company to minimise the risk associated with
disruptions and to make certain that control is maintained at all times. More information
about ISO 22301 can be found in this link:

http://www.isoqsltd.com/iso-certification/iso-22301-business-continuity-management-
certification/.

In the last few decades, SM malls have integrated disaster risk reduction into their
design and operations amid worsening effects of climate change. Aside from SM
Megamall, good examples of these are SM City Cabanatuan in Nueva Ecija, SM City
Marikina, SM City Masinag in Antipolo, Rizal, SM BF Paranaque, SM Angono and SM
San Mateo in Rizal, SM Muntinlupa in Alabang, The SM Mall of Asia in Pasay and SM
Seaside City in Cebu among others.

Date:
Wednesday, December 16, 2015
 Manila Water Inc.
VISION

Our vision is to become a leader in the provision of water, used water and
environmental services which will empower people, protect the environment and
enhance sustainable development.

MISSION

Our mission is to create an exceptional customer experience in the provision of

sustainable solutions vital to health and life.

About Company
Manila Water Company, Inc. is the exclusive provider of water and used water services
to over six million people in the Manila Water Concession, particularly the East Zone of
Metro Manila and Rizal Province, consisting of 23 cities and municipalities. These
include Makati, Mandaluyong, Pasig, Pateros, San Juan, Taguig, Marikina, most parts
of Quezon City, San Andres and Sta. Ana in Manila, as well as the following cities and
towns in Rizal: Angono, Antipolo, Baras, Binangonan, Cainta, Cardona, Jalajala,
Morong, Pililia, Rodriguez, San Mateo, Tanay, Taytay, and Teresa.

Manila Water is a publicly-listed company and a subsidiary of Ayala Corporation, one of

the oldest and most respected conglomerates in the Philippines with a diversified
business portfolio.

Prior to Manila Water’s entry in 1997, the East Zone suffered from various water
problems, such that only 26 percent of the area’s population had access to 24-hour
water supply. This is mainly due to unaccounted for leakages brought about by
disintegrated pipelines, meter tampering, and illegal connections, which also led to high
incidence of water contamination and water-borne diseases.
When the Philippine government enacted the National Water Crisis Act, this paved the
way for government-run Metropolitan Waterworks and Sewerage System (MWSS) to
turn over the operation of water utilities in the East Zone concession to Ayala-led Manila
Water. The Concession Agreement granted Manila Water exclusive rights to the use of
land and facilities for the production, treatment, and distribution of water, as well as
rights to operate the sewerage system.

Since 1997, East Zone residents have seen significant improvements in their water and
wastewater services brought about by Manila Water’s efforts to expand distribution lines
and reduce system losses. These measures increased water availability from 26% in
1997 to 99% of the central distribution system to date. From delivering only 440 million
liters per day in 1997, Manila Water has recovered water losses to deliver over 1.3
billion liters of water daily to 6.8 million residents. Out of these, around 1.8 million
people from marginalized communities were given access to clean and affordable water
through the company’s flagship program, Tubig Para Sa Barangay, or Water for the
Community.

Apart from caring for its customers by delivering safe and reliable water, the Company
is also committed to caring for the environment. Manila Water ensures that water
consumed by customers are properly treated before discharging it back to rivers and
waterways. As the country’s leading used water service provider, Manila Water collects
and treats wastewater through two methods: desludging of septic tanks and hauling the
collected wastes to septage treatment plants, and direct conveyance of used water from
households and commercial establishments via sewer pipelines to sewage treatment
plants. These measures ensure that treated used water comply with the Class “C”
effluent standards, or water that is safe for aquatic life, set by the Department of
Environment and Natural Resources. Ultimately, these used water management efforts
aim to revive the three major rivers in Metro Manila—the Pasig, San Juan, and Marikina
Rivers.

Reaching beyond borders, Manila Water has also ventured into major cities outside
Metro Manila through Manila Water Philippine Ventures (MWPV), and in the Asia-
Pacific region through Manila Water Asia Pacific (MWAP). MWPV has brought its
expertise through local subsidiaries in Clark Special Economic and Freeport Zone
(Pampanga), Bulacan, Calasiao (Pangasinan), Laguna, Boracay Island, Cebu,
Zamboanga City, and Tagum City (Davao del Norte). MWAP has established
management contracts and investments internationally in Vietnam, Myanmar, Indonesia
and Thailand.

Manila Water Total Solutions Corporation (MWTS), meanwhile, is a wholly-owned

subsidiary that handles product innovation and development. Its current offerings
include Healthy Family Purified Water and other environmental services.

After 21 years of service, Manila Water remains dedicated to its customers and the
environment, as it gears towards creating shared value and a sustainable future.
History
Manila Water is a subsidiary of Ayala Corporation, the Philippines's oldest
conglomerate, in partnership with British and Japanese investors. Incorporated on
January 6, 1997, Manila Water started operations on January 1, 2000, and became a
publicly listed company on March 18, 2005. Since the Metropolitan Waterworks and
Sewerage System (MWSS) privatization on August 1, 1997, it is the east
concessionaire and the Maynilad Water Services, Inc. the west concessionaire. The 25-
year water concession agreement inked with MWSS is expected to terminate in 2022.
On December 12, 2007, Bulacan and the Metropolitan Waterworks and Sewerage
System (MWSS) signed an agreement for the development of a ₱11-billion bulk water
supply project. It was reported that Manila Water would implement the project. MWSS
and Manila Water would provide a financial package of an infrastructure grant, a P10-
million development assistance and a ₱10-million royalty fee to the towns
of Norzagaray and Doña Remedios Trinidad, which would host the water supply project.

Service Areas
Manila Water today serves over 6 million customers in its concession area
Within Metro Manila (East Zone)

 Makati (except southwestern portion)

 Mandaluyong
 Southeastern portion of Manila
 Marikina
 Pasig
 Pateros
 Central and Eastern parts of Quezon City
 San Juan
 Taguig
Outside Metro Manila (Provincial)

 Rizal province

Socia Resposibility
As soon as it took over its concession area, Manila Water developed a program to
provide potable water at affordable rates to urban poor communities. Called "Tubig Para
Sa Barangay" (Water for the Community, or sometimes, Water for the Poor), the
program now benefits 1.6 million residents. Over the years, it also developed
complementing programs for water supply and sanitation in public schools, public
markets, city jails, hospitals, and orphanages. It also has an educational program called
"Lakbayan" or "Water Trail" to brief stakeholders on the water supply chain. [9]
In 2004, Manila Water created a Sustainable Development Cluster, an internal
committee to oversee the company's sustainable development agenda. In 2005, it
became the first Philippine company to publish a Sustainability Report following Global
Reporting Initiative guidelines. Other subsidiaries of Ayala Corporation would soon
follow its example to make public their commitments to measure, report, and improve
performance on sustainability indicators on economic, environment, and labor practices.

Manila Water units awarded ISO 9001:2015 certifications

As a reflection of Manila Water’s commitment towards continuous process

improvement, two of the company’s core units recently obtained their respective ISO
9001:2015 certifications for their Quality Management System. This is an upgrade of the
respective units’ existing ISO 9001:2008 certification. First to be awarded was the
Strategic Asset Management Group (SAMG), followed by the Corporate Project
Management Group (CPMG), the latter with zero non-conformities, the best possible
result. These units are responsible for planning and implementing Manila Water’s
capital expenditure projects to deliver its water and used water services to Metro
Manila’s East Zone.

The certification to the updated international standards is a testament to SAMG’s

commitment to provide its customers with the highest quality of strategic master
planning, and technical services for the company’s capital investments, as well as
CPMG’s commitment to quality execution in implementing projects of varying scale and
cost. The upgrade likewise focused on risk and how to manage it. The certification
upgrade was issued by TÜV Rheinland Philippines.

“Through SAMG’s Quality Management System upgrade to ISO 9001:2015 standards,

we now also elevate our commitment in ensuring that SAMG provides the same level of
quality service for Manila Water, as we expand the enterprise in the Philippines, and
throughout South-East Asia.” said Abelardo P. Basilio, Manila Water Strategic Asset
Management Group Director.

For her part, Manila Water Corporate Project Management Group Director Maidy Lynne
Quinto shared that this is a milestone achievement for her team as this serves as a
reflection of their efforts to in delivering efficient policies, processes, products, and
services. “We will strive to maintain excellent operational standards by assessing risks,
identifying opportunities for improvement and enhancing internal and external
processes to become more productive and cost-efficient,” added Quinto.

This initiative is in line with CPMG’s objective to ensure attainment of its capital
expenditure targets within Metro Manila’s East Zone. Equally, this ensures that the
mandate of SAMG, which includes the provision of strategic asset management
services including master planning, management of capital expenditure portfolios,
management of assets, and provision of technical support to Metro Manila’s East Zone,
is fulfilled. Both units likewise provide support and services to Manila Water’s
subsidiaries outside of Metro Manila as well as in Asia Pacific.

Date: July 27, 2018