Ayala : Amendments to By-Laws

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) Mar 10, 20222. SEC Identification Number 342183. BIR Tax Identification No. 000-153-610-0004. Exact name of issuer as specified in its charter AYALA CORPORATION5. Province, country or other jurisdiction of incorporation PHILIPPINES6. Industry Classification Code(SEC Use Only) 7. Address of principal office 32F to 35F, Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati CityPostal Code12268. Issuer's telephone number, including area code [phone]. Former name or former address, if changed since last report N/A10. 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	619,703,615
Preferred B Series 1 Shares	20,000,000
Preferred B Series 2 Shares	30,000,000
Voting Preferred Shares	200,000,000

11. Indicate the item numbers reported herein Item 9

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 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment of the By-Laws

Background/Description of the Disclosure

Please be informed that our Board of Directors, at its regular meeting held today, approved the amendment of Article III, Section 2 of the By-Laws on the setting of the threshold of at least 10% or more of the outstanding capital stock for calling of special stockholders' meeting to align with the threshold provided under SEC Memorandum Circular No. 7, series of 2021. Given that our stockholders have delegated to our Board the authority to amend the By-Laws, this amendment will become effective upon approval by the Securities and Exchange Commission. This matter will be presented to our stockholders at our annual stockholders' meeting on April 29, 2022 as part of the resolutions of our Board for ratification.

Date of Approval by Board of Directors	Mar 10, 2022
Date of Approval by Stockholders	N/A
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 and Section Nos.	From	To
Article III, Section 2	The meetings of stockholders may be regular or special, and shall be held at the principal office of the Corporation or at any place in the city where the principal office of the Corporation is located. Regular meetings, also referred to as annual or general meetings, shall be held annually on any date in April of each year as may be determined by the Board of Directors. Special meetings may be held at any time by resolution of the Board of Directors or at the request of stockholders representing at least one-third of the subscribed and outstanding capital, setting forth the purpose of such meeting in the notice. (As amended on 12 March 2020).	The meetings of stockholders may be regular or special, and shall be held at the principal office of the Corporation or at any place in the city where the principal office of the Corporation is located. Regular meetings, also referred to as annual or general meetings, shall be held annually on any date in April of each year as may be determined by the Board of Directors. Special meetings may be held at any time by resolution of the Board of Directors or at the request of stockholders representing at least ten percent (10%) or more of the subscribed and outstanding capital, setting forth the purpose of such meeting in the notice. (As amended on 10 March 2022)

Rationale for the amendment(s)

To align with the threshold provided under SEC Memorandum Circular No. 7, series of 2021.

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the By-Laws with the SEC	TBA
Expected date of SEC approval of the Amended By-Laws	TBA

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

-

Other Relevant Information

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Filed on behalf by:

Name	Solomon Hermosura
Designation	Managing Director, Chief Legal Officer, Corporate Secretary, Compliance Officer, Data Protection Officer & Corporate Governance Group Head