C02675-2025

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 14,726,325,490
Voting Preferred Shares 12,442,492,531
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 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Decrease in the Authorized Capital Stock

Background/Description of the Disclosure

Please be informed that our Board of Directors, at its regular meeting held today, approved the amendment of Article Seventh of our Articles of Incorporation to decrease the authorized capital stock (ACS) from Php21,437,602,946.40 to Php20,437,602,946.40 through the retirement of 1 Bn common shares held in Treasury. The decrease in our ACS and the amendment of the Seventh Article will be presented to our stockholders for approval at their annual meeting on April 24, 2025.

Date of Approval by
Board of Directors
Feb 19, 2025
Date of Approval by Stockholders Apr 24, 2025
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
Seventh The capital stock of the Corporation is TWENTY ONE BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY-SIX and 40/100 PESOS (P21,437,602,946.40), Philippine currency, divided into TWENTY BILLION (20,000,000,000) Common Shares with a par value of ONE PESO (P1.00) per share, or the aggregate amount of TWENTY BILLION PESOS (P20,000,000,000.00), and FOURTEEN BILLION THREE HUNDRED SEVENTY SIX MILLION TWENTY NINE THOUSAND FOUR HUNDRED SIXTY-FOUR (14,376,029,464) Voting Preferred Shares with a par value of TEN CENTAVOS (P0.10) per share, or the aggregate amount of ONE BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY SIX and 40/100 PESOS (P1,437,602,946.40) XXX The capital stock of the Corporation is TWENTY BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY-SIX and 40/100 PESOS (P20,437,602,946.40), Philippine currency, divided into NINETEEN BILLION (19,000,000,000) Common Shares with a par value of ONE PESO (P1.00) per share, or the aggregate amount of NINETEEN BILLION PESOS (P19,000,000,000.00), and FOURTEEN BILLION THREE HUNDRED SEVENTY SIX MILLION TWENTY NINE THOUSAND FOUR HUNDRED SIXTY-FOUR (14,376,029,464) Voting Preferred Shares with a par value of TEN CENTAVOS (P0.10) per share, or the aggregate amount of ONE BILLION FOUR HUNDRED THIRTY SEVEN MILLION SIX HUNDRED TWO THOUSAND NINE HUNDRED FORTY SIX and 40/100 PESOS (P1,437,602,946.40)XXX
Rationale for the amendment(s)

The 1Bn common shares redeemed by the Corporation are considered retired and are no longer re-issuable. The number of authorized shares of the capital stock is reduced accordingly and the AOI of the Corporation must be amended to reflect such reduction.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The proposed amendment to the Seventh Article of the Articles of Incorporation of the Corporation has no effect to the business/operations of the Corporation. The authorized capital stock of the Corporation will be reduced by the number of redeemed and retired common shares.

Other Relevant Information

This disclosure is being amended to reflect the date of stockholders' approval on the proposed amendment to our Articles of Incorporation.

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