C02733-2025

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 25, 2025
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo De Roxas Corner Makati Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02)7908-3000
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 623,596,776
Preferred A Shares (Reissued) 5,244,515
Preferred B Series 3 Shares 7,500,000
Voting Preferred Shares 200,000,000
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 CorporationAC

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 543,802 855,997 Held thru PCD and ESOWN (the 543,802 direct shares are voting preferred shares)
Cezar P. Consing 10 399,376 Held thru PCD and ESOWN
Delfin L. Lazaro 258,298 97,553 Held thru PCD and ESOWN, and by a corporation in which he is a controlling shareholder (the direct shares includes 258,297 voting preferred shares)
Fernando Zobel de Ayala 554,983 935,079 Held thru PCD and ESOWN (the 554,983 direct shares are voting preferred shares)
Rizalina G. Mantaring 1 60,273 Held thru PCD (the indirect shares is inclusive of 3,604 voting preferred shares)
Chua Sock Koong 1 0 -
Emmanuel P. Maceda 1 0 -
External auditor SyCip Gorres Velayo & Co.
List of other material resolutions, transactions and corporate actions approved by the stockholders

Our stockholders approved the following resolutions:

1. Minutes of previous meeting

Resolution No. S-01-2025: “RESOLVED, to approve the minutes of the annual stockholders’ meeting held on April 26, 2024."

2. Ratification of the acts of the Board of Directors and Management

Resolution No. S-02-2025: “RESOLVED, to ratify each and every act and resolution, from April 26, 2024 to April 25, 2025 (the “Period”), of the Board of Directors (the “Board”) and the Executive Committee and other Board committees exercising powers delegated by the Board, and each and every act of the officers of the Corporation, during the Period, performed in accordance with the resolutions of the Board, the Executive Committee and other Board committees as well as with the By-laws of the Corporation.”

3. Revised Employee Stock Ownership (ESOWN) Plan

Resolution No. S-03-2025: “RESOLVED, to approve the amendment of the Corporation’s Employee Stock Ownership (ESOWN) Plan including provisions on the implementation of the Restricted Share Plan to complement the ESOWN Program as Long-Term Incentive Programs for the Corporation’s employees, directors (excluding independent directors), and consultants of the Ayala Group, as approved and endorsed by the Board of Directors.”

4. Election of directors (including the Independent Directors)

Resolution No. S-04-2025: “RESOLVED, to elect the following as directors of the Corporation to serve as such beginning April 25, 2025 until their successors are elected and qualified:

Jaime Augusto Zobel de Ayala
Cezar P. Consing
Delfin L. Lazaro
Fernando Zobel de Ayala
Rizalina G. Mantaring (Independent Director)
Chua Sock Koong (Independent Director)
Emmanuel P. Maceda (Independent Director)”

5. Election of external auditor and fixing of its remuneration

Resolution No. S-05-25: “RESOLVED, as endorsed by the Board of Directors, to approve the election of SyCip Gorres Velayo & Co. as the external auditor of the Corporation for the year 2025 for an audit fee of PhP11,681,280.00, exclusive of value-added tax.”

6. Audited Financial Statements including noting of Annual Report

Resolution No. S-06-2025: “RESOLVED, 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, SyCip Gorres Velayo & Co., and to note the annual report of the Corporation.”

Other Relevant Information

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Filed on behalf by:
Name Maria Franchette Acosta
Designation Corporate Secretary, Chief Legal Officer, Compliance Officer and Data Protection Officer