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)
Sep 21, 2026
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 CityPostal Code1226
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
620,417,577
Preferred A Shares (Reissued)
5,244,515
Preferred B Series 3 Shares
7,500,000
Preferred B Series 4 Shares
10,000,000
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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of the Board of Directors' Meeting
Background/Description of the Disclosure
Please be informed that our Board of Directors (the “Board”), in its regular meeting today, approved the following:
1. The execution by the Corporation of an Investment Agreement (“IA”) with Mitsubishi Corporation (“MC”).
2. Subject to the execution of the IA between the Corporation and MC and the satisfaction or waiver (to the extent legally permissible) of conditions precedent thereunder including but not limited to the approval by the Securities and Exchange Commission of the proposed amendments to the AAOI, the issuance to MC of Fourteen Million Five Hundred Ninety Five Thousand Two Hundred Thirty One (14,595,231) Carved-Out Common Shares at the subscription price of Six Hundred Fifty Pesos (Php650.00) per share and Seventy One Million Eight Hundred Fifty Eight Thousand Eight Hundred Eight (71,858,808) voting preferred X shares at the subscription price of One Peso (Php1.00) per share.
3. Subject to the requisite stockholders’ approval being obtained for the proposed amendments to the AAOI, the conduct of a voluntary tender offer by the Corporation to its stockholders capped at Thirty Million Sixty Seven Thousand Three Hundred Ninety Two (30,067,392) common shares at the tender offer price of Six Hundred Fifty Pesos (Php650.00) per share (the “Tender Offer”)
4. Subject to the execution of the IA between the Corporation and MC and satisfaction or waiver (to the extent legally permissible) of the conditions precedent thereunder including but not limited to the completion of the Tender Offer, the sale by the Corporation to MC of Forty Six Million Two Hundred Forty One Thousand Three Hundred Ninety Two (46,241,392) common treasury at the purchase price of Six Hundred Fifty Pesos (Php650.00) per share.
5. The ratification of the actions of the Corporate Governance Committee on the amendments to the Corporate Governance Manual (the “Manual”) and the Charter of the Board of Directors (the “Charter”). [Please see the attached document for details of the amendments.]
6. The ratification of the actions of the Risk Management, Related Party Transactions, and Sustainability (RMRPTS) Committee on the amendments to the RMRPTS Committee Charter following the consolidation of the Risk Management and Related Party Transactions and Sustainability Committees. [Please see the attached document for details of the amendments.]
The Corporation and MC subsequently proceeded to execute the IA for MC’s expanded investment in the Corporation which involves its subscription to carved-out common shares at the price of Php650.00 per share and a new class of voting preferred shares at Php1.00 per share as well as its acquisition of common treasury shares (including those to be acquired through a voluntary tender offer) also at the price of Php650.00 per share. The closing of such investment is subject to satisfaction of the conditions precedent including but not limited to the completion of the voluntary tender offer and the approval of the proposed amendments to the AAOI by the stockholders of the Corporation and the Securities and Exchange Commission.
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
Ayala CorporationAC