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)
Nov 9, 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 4-24 - 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 2026 Special Stockholders' Meeting
Background/Description of the Disclosure
-
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
Alberto M. de Larrazabal
1
52,482
Held thru PCD
Delfin L. Lazaro
258,298
97,551
Held thru PCD, ESOWN, and a corporation in which the reporting person is a controlling shareholder (the 258,297 direct shares are voting preferred shares)
External auditor
SyCip Gorres Velayo & Co.
List of other material resolutions, transactions and corporate actions approved by the stockholders
Please be informed that at our special stockholders’ meeting held today, the stockholders approved the following resolutions:
1. Amendment of the Sixth Article of the Articles of Incorporation to increase the number of directors from seven (7) to nine (9)
Resolution No. S-06-2026 - RESOLVED, as recommended by the Board of Directors in Resolution No. B-74-26 to approve the amendment of the Sixth Article of the Articles of Incorporation to increase the number of directors from seven (7) to nine (9).
2. Amendment of the Seventh Article of the Articles of Incorporation to reclassify One Million Four Hundred Thirty Seven Thousand One Hundred Seventy Seven (1,437,177) unissued Carved-Out common shares with a par value of Php50.00 per share to Seventy One Million Eight Hundred Fifty Eight Thousand Eight Hundred Fifty (71,858,850) voting preferred X shares with a par value of Php1.00 per share
Resolution No. S-07-2026 - RESOLVED, as recommended by the Board of Directors in Resolution No. B-74-26 to approve the amendment of the Seventh Article of the Articles of Incorporation to reclassify One Million Four Hundred Thirty Seven Thousand One Hundred Seventy Seven (1,437,177) unissued Carved-Out common shares with a par value of Php50.00 per share to Seventy One Million Eight Hundred Fifty Eight Thousand Eight Hundred Fifty (71,858,850) voting preferred X shares with a par value of Php1.00 per share.
3. Amendment of the Seventh Article of the Articles of Incorporation to deny the pre-emptive rights to issuances of voting preferred X shares except for the holders of such voting preferred X shares
Resolution No. S-08-2026 - RESOLVED, as recommended by the Board of Directors in Resolution No. B-74-26 to approve the amendment of the Seventh Article of the Articles of Incorporation to deny preemptive rights to issuances of voting preferred X shares, except for the holders of such voting preferred X shares.
4. Amendment of the Seventh Article of the Articles of Incorporation to grant the same features, rights and privileges of the voting preferred shares to voting preferred X shares
Resolution No. S-09-2026 - RESOLVED, as recommended by the Board of Directors in Resolution No. B-74-26 to approve the amendment of the Seventh Article of the Articles of Incorporation to grant the same features, rights and privileges of the voting preferred shares to voting preferred X shares.
5. Amendment of the Seventh Article of the Articles of Incorporation to include a convertibility feature for unissued common shares
Resolution No. S-10-2026 - RESOLVED, as recommended by the Board of Directors in Resolution No. B-74-26 to approve the amendment of the Seventh Article of the Articles of Incorporation to include a convertibility feature for common shares.
6. Election of directors to fill the proposed additional two (2) Board seats
Resolution No. S-11-2026 - RESOLVED, to elect the following as directors of the Corporation to serve as such upon approval by the Securities and Exchange Commission of the Corporation’s amended articles of incorporation until their successors are elected and qualified:
Alberto M. de Larrazabal Delfin L. Lazaro
Please see attached disclosure for the details of the resolutions.
Other Relevant Information
This disclosure is being amended to reflect the shareholdings of the directors elected by the stockholders of the Corporation at the Special Stockholders’ Meeting held on October 27, 2026. Their election was subject to the approval by the SEC of the amendment to the Sixth Article of the Corporation's Articles of Incorporation increasing the number of directors from seven (7) to nine (9). The SEC approved said amendment to the Corporation's Articles of Incorporation on November 4, 2026.
Filed on behalf by:
Name
Maria Franchette Acosta
Designation
Corporate Secretary, Chief Legal Officer, Compliance Officer and Data Protection Officer
Ayala CorporationAC