Ayala : Results of Annual or Special Stockholders' Meeting
April 29, 2022 at 01:42 am EDT
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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 29, 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 (02) 7908-30009. 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
619,703,617
Preferred Shares Series 1
20,000,000
Preferred Shares Series 2
30,000,000
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 the Annual 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
Jaime Augusto Zobel de Ayala
0
785,034
Held thru PCD and ESOWN
Fernando Zobel de Ayala
0
757,134
Held thru PCD and ESOWN
Cezar P. Consing
10
204,376
Held thru PCD and ESOWN
Delfin L. Lazaro
1
82,553
Held thru PCD and ESOWN
Rizalina G. Mantaring (Independent Director)
1
57,839
Held thru PCD
Chua Sock Koong (Independent Director)
1
0
-
Cesar V. Purisima (Independent Director)
1
0
-
External auditor
SyCip Gorres Velayo & Co.
List of other material resolutions, transactions and corporate actions approved by the stockholders
The stockholders considered and approved the following resolutions:
1. Minutes of previous meeting
Resolution No. S-01-2022: "RESOLVED, to approve the minutes of the annual stockholders' meeting held on April 23, 2021."
2. Annual report for calendar year (CY) 2021 including the consolidated Audited Financial Statements for the CY December 31, 2021
Resolution No. S-02-2022: "RESOLVED, to note the Corporation's Annual Report, which consists of the Chairman's Message, the President's Report, and the audio-visual presentation to the stockholders, and to approve the consolidated audited financial statements of the Corporation and its subsidiaries as of December 31, 2021, as audited by the Corporation's external auditor, SyCip Gorres Velayo & Co."
3. Ratification of the acts and resolutions of the Board of Directors and Management during the preceding year
Resolution No. S-03-2022: "RESOLVED, to ratify each and every act and resolution, from 23 April 2021 to 29 April 2022 (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, during the Period, of the officers of the Corporation 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."
4. Amendment of the Third Article of the Articles of Incorporation on the change in principal office address
Resolution No. S-04-2022: "RESOLVED, as recommended by the Board of Directors in Resolution No. B-18-22, to approve the amendment of the Third Article of the Articles of Incorporation to change the principal office of the Corporation from 32F to 35F, Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, Metro Manila, Philippines to 37F to 39F, Ayala Triangle Gardens Tower 2, Paseo de Roxas cor Makati Avenue, Makati City 1226, Philippines, such that, as amended, the Third Article shall henceforth read as follows:
THIRD. - That the place where the principal office of the corporation is located is at 37F to 39F, Ayala Triangle Gardens Tower 2, Paseo de Roxas cor Makati Avenue, Makati City 1226, Philippines but it may establish branch offices in any part of the Philippines or in such other places outside the Philippines as may be approved by the Board of Directors. (As amended on April 11, 2014; further amended on April 29, 2022)
5. Election of directors
Resolution No. S-05-2022: "RESOLVED, to elect the following as directors of the Corporation to serve as such beginning today until their successors are elected and qualified:
Jaime Augusto Zobel de Ayala
Fernando Zobel de Ayala
Cezar P. Consing
Delfin L. Lazaro
Rizalina G. Mantaring (Independent Director)
Chua Sock Koong (Independent Director)
Cesar V. Purisima (Independent Director)"
6. Election of SyCip Gorres Velayo & Co. as the external auditor of our Company for the year 2022 and fixing of its remuneration
Resolution No. S-06-22: "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 2022 for an audit fee of PhP6,559,140.00, inclusive of value-added tax."
Other Relevant Information
The disclosure is being amended to attach a copy of the SEC Form 17-C with the updated information on the declaration of property dividends.
Filed on behalf by:
Name
Solomon Hermosura
Designation
Managing Director, Chief Legal Officer, Corporate Secretary, Compliance Officer, Data Protection Officer & Corporate Governance Group Head
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Ayala Corporation published this content on 29 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 05:41:04 UTC.
Ayala Corporation is a Philippines-based holding company. The Companyâs business activities are divided into real estate and hotels, financial services, telecommunications, water, infrastructure, industrial technologies and automotives, power, healthcare, business process, outsourcing, air charter, consulting services, investment holdings, agriculture, and technology services. Its business units include Parent Company, Real estate and hotels, Financial services and insurance, Telecommunications, Industrial Technologies, Power, and Automotive and Others. Real estate and hotels business unit is engaged in planning and development of fully integrated mixed-used communities. Financial services and insurance business unit is engaged in commercial banking operations with expanded banking license. Telecommunications business unit provider of digital wireless communications services, domestic and international long distance communication services or carrier services, and others.