CR07654-2026

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 19-1

TENDER OFFER REPORT

Check the appropriate box:
Initial Filing
Amendment
Amendment No. NA
Item/s amended by the Filing NA
1. Exact Name of Subject Company as Specified in its Charter
AYALA CORPORATION
a. Address of Principal Offices
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo De Roxas Corner Makati Avenue, Makati City Postal Code 1226
b. SEC Identification Number
34218
c. Industry Classification Code(SEC Use Only)
d. BIR Tax Identification No.
000-153-610-000
2. Name of Bidder
AYALA CORPORATION
a. Address of Bidder
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo De Roxas Corner Makati Avenue, Makati City Postal Code 1226
3. Title or Class of Securities Subject to Tender Offer
COMMON SHARES (AC)

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 17-16 - Tender Offer Report Reference: SRC Rule 19

Basic Terms and Conditions
Tender Offer Shares 30,067,392 Common Shares
Tender Offer Price/Consideration P650.00 per share
Entitlement All common shareholders of the Company, subject to the Terms and Conditions of the Tender Offer
Start of Tender Offer Period Nov 4, 2026
End of Tender Offer Period Jan 8, 2027
Closing Date Jan 8, 2027
Cross Date Jan 13, 2027
Settlement Date Jan 15, 2027
Contact Details for Inquiries on Tender Offer

BPI Securities Corporation
Address: 23/F Ayala Triangle Gardens Tower 2, Paseo de Roxas corner Makati Avenue, Makati City, Philippines
Tel No: 8580-4779; 8580-4642; 8580-4777; 8663-6760; 8580-4778; 8580-5326
Email: [email protected]
Attention: Buena M. Bascuguin

Results of Tender Offer

To be provided after the close of the Tender Offer

Other Relevant Information

Please see attached Tender Offer Report filed by the Company with the Securities and Exchange Commission (“SEC”) on October 29, 2026, with a copy furnished to The Philippine Stock Exchange, Inc.

The Tender Offer is made in connection with the Investment Agreement executed between the Company and Mitsubishi Corporation on 21 September 2026 (“MC”) (the “Investment Agreement”) for MC’s expanded investment in the Company. MC’s expanded investment consists of a combination of subscription to primary and acquisition of secondary shares from both the Company and its majority stockholder, Mermac, Inc., including shares to be acquired by the Company from the public via a voluntary tender offer, all at the subscription price and the purchase price of P650.00 per share. Upon completion, MC’s economic interest in the Common Shares of the Company will increase from 4.7% to 15%, and its voting stake to 20% (the “Transaction”).

In order to implement the Transaction, the Company intends to acquire 30,067,392 Common Shares, representing approximately 4.85% of the total issued and outstanding Common Shares of the Company, through a voluntary tender offer (the “Tender Offer”). The Tender Offer is subject to the condition that 30,067,392 Common Shares are validly tendered and not withdrawn, among others. Please refer to the attached for the complete terms and conditions of the Tender Offer.

Filed on behalf by:
Name Ginaflor Oris
Designation Investor Relations Head