1. Policy
This Insider Trading Policy (the “Policy”) of SM Investments Corporation (“SMIC” or the “Company”) is intended to implement the prohibitions on insider trading in compliance with the Securities Regulation Code (SRC), applicable law and rules of the Philippine Stock Exchange (PSE), other pertinent regulatory issuances and corporate governance best practices.
2. Scope
This Policy shall apply to all “Covered Persons” who shall include:
- Incumbent directors, key officers, employees, advisers and consultants of the Company and the SMIC Group;
- Immediate family members of Covered Persons living in the same household1.
3. Material Information
Information shall be deemed “material non-public” if: (a) it has not been generally disclosed to the public and would likely affect the market price of SMIC and its subsidiaries’ shares after being disseminated to the public and the lapse of a reasonable time for the market to absorb the information; or (b) would be considered by a reasonable person important under the circumstances in determining his course of action whether to buy, sell or hold a security2. As such, material non-public information (MNPI) shall include, but is not limited to, financial results, mergers and acquisitions, joint ventures, significant investments or divestments and litigations, major changes in board and key senior management positions, and the like. Information is considered public when it has been released through a press release, a public statement or disclosure pursuant to pertinent regulatory reportorial requirements including the disclosure rules of the PSE.
4. Trading Restriction Period
Covered Persons are strictly prohibited from trading in SMIC shares five (5) trading days before and two (2) trading days after the disclosure of quarterly reports, annual financial results and any other material information. For the avoidance of doubt, all Covered Persons, from the time they obtained knowledge of MNPI, are strictly prohibited from trading in the securities of SMIC, directly or indirectly, and are not allowed to communicate such MNPI to any other person.3 Furthermore, where the prescribed trading restriction periods may differ within the SMIC Group, the trading restriction period stated herein this Policy shall apply.
5. Reporting Requirements
Covered Persons are required to report their dealings in Company shares within three (3) business days.4 Reports should be submitted to the Compliance Officer, and should indicate the date of the trade/s, the price of the transaction/s, and the number of shares traded.
The Company shall comply with reportorial requirements pursuant to applicable law, the Securities and Exchange Commission (SEC), PSE, pertinent regulatory issuances, and corporate governance best practices.
6. Penalties
Any person who violates this Policy shall be subject to disciplinary action, without prejudice to any civil or criminal proceedings which may be filed against him. Under the law, insider trading may be subject to penalty for damages or fine and/or imprisonment.
1 Implementing Rules and Regulations of the Securities Regulation Code (Republic Act No. No.8799), SRC Rule 3.1.c(i)
2 Implementing Rules and Regulations of the Securities Regulation Code (Republic Act No. 8799), Section 27.2
3 Implementing Rules and Regulations of the Securities Regulation Code (Republic Act No. 8799), Section 27; The PSE Consolidated Listing and Disclosure Rules, Section 13.2
4 Securities and Exchange Commission Integrated Annual Corporate Governance Report (SEC I-ACGR), Recommendation 8.2.2; ASEAN Corporate Governance Scorecard (ACGS), Item A.7.1
Updated February 12, 2026