C02668-2025

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Apr 24, 2025
2. SEC Identification Number
152747
3. BIR Tax Identification No.
000-153-790-000
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
+632 7908 3111
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 14,617,519,253
Voting Preferred Shares 12,442,328,307
11. Indicate the item numbers reported herein
Item 9 - Other Matters

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Ayala Land, Inc.ALI

PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Results of 2025 Annual Stockholders' Meeting
Background/Description of the Disclosure

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List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
Jaime Augusto Zobel de Ayala 13,140 50,516 Held thru PCD
Cezar P. Consing 1 0 -
Anna Ma. Margarita B. Dy 3,510 9,058,103 Held thru PCD and ESOWN
Fernando Zobel de Ayala 0 193,687 Held thru PCD and by immediate family member
Mariana Beatriz Zobel de Ayala 1 661,650 Held thru PCD and ESOWN
Daniel Gabriel M. Montecillo (Independent Director) 1 0 -
Cesar V. Purisima (Independent Director) 1 0 -
Rex Ma. A. Mendoza (Independent Director) 1 3,932,820 Held thru PCD and thru a controlled corporation
Surendra M. Menon (Independent Director) 1 20,000 Held thru PCD
External auditor Isla Lipana & Co.
List of other material resolutions, transactions and corporate actions approved by the stockholders

The stockholders considered and approved the following resolutions:

1. Minutes of previous meeting

Resolution No. S-01-25: “RESOLVED, to approve the minutes of the annual stockholders’ meeting held on April 25, 2024.”

2. Ratification of the acts and resolutions of the Board of Directors and Management during the preceding year

Resolution No. S-02-25: RESOLVED, to ratify each and every act and resolution, from April 25, 2024 to April 24, 2025 (the “Period”), of the Board of Directors (the “Board”), the Executive Committee and other Board committees exercising powers delegated by the Board, and each and every act, during the Period, of the officers of the Corporation performed pursuant to the resolutions of the Board, the Executive Committee and other Board committees as well as pursuant to the By-laws of the Corporation.”

3. Amendment to the Seventh Article of the Articles of Incorporation

Resolution No. S-03-25: “RESOLVED, to approve the amendment to the Seventh Article of the Articles of Incorporation to decrease the authorized capital stock of the Corporation from Php21,437,602,946.40* to Php20,437,602,946.00 through the retirement of 1 Bn common shares held in Treasury.”

4. ALI Performance Shares Plan

Resolution No. S-04-25: RESOLVED, to approve the Performance Share Plan, as forming part of the existing Employee Stock Ownership Plan of the Corporation, to be made available to qualified employees, consultants, and directors.”

5. Election of the directors (including Independent Directors)

Resolution No. S-05-25: “RESOLVED, to elect the following as directors of the Corporation to serve as such beginning today until their successors are elected and qualified:

Jaime Augusto Zobel de Ayala
Cezar P. Consing
Anna Ma. Margarita B. Dy
Fernando Zobel de Ayala
Mariana Beatriz Zobel de Ayala
Daniel Gabriel M. Montecillo (Independent Director)
Cesar V. Purisima (Independent Director)
Rex Ma. A. Mendoza (Independent Director)
Surendra M. Menon (Independent Director)”

6. Election of Isla Lipana & Co. as our external auditor for the year 2025 and fixing of its remuneration

Resolution No. S-06-25: “RESOLVED, as endorsed by the Board of Directors, to approve the election of Isla Lipana & Co. as the external auditor of the Corporation for the year 2025 for an audit fee of Four Million Seven Hundred Ninety Three Thousand Pesos (¿4,793,000.00), exclusive of value-added tax and five percent (5%) out of pocket expenses.”

7. Audited Financial Statements, including noting of Annual Report

Resolution No. S-07-25: “RESOLVED, to note the Corporation’s Annual Report, which consists of the Message from the Chairman, the President’s Report, and the audio-visual presentations to the stockholders, and to approve the consolidated audited financial statements of the Corporation and its subsidiaries as of December 31, 2024, as audited by the Corporation’s external auditor, Isla Lipana & Co.”

*Pending approval by the Securities and Exchange Commission of the application for decrease in Authorized Capital Stock from Php21,500,000,000.00 to Php21,437,602,946.40.
Other Relevant Information

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Filed on behalf by:
Name Michelle Valbuena
Designation Senior Compliance Manager