Aboitiz Equity Ventures : AEV Series E and F Fixed Rate Bonds Final Offer Supplement

32nd Street, Bonifacio Global City, 1634 Taguig City, Metro Manila, Philippines

Telephone number (632) 8886-2800.

OFFER SUPPLEMENT

Up to ₱5.0 Billion Fixed-rate Bonds

With an oversubscription option of up to ₱5.0 Billion

Third Tranche Offered under its ₱30.0 Billion Registered Debt Securities Program

Series E: 3.2977% 4-Year Bonds Due 2025

Series F: 4.1018% 7-Year Bonds Due 2028

Offer Price: 100% of Face Value

to be listed and traded on the

Philippine Dealing & Exchange Corp.

Joint Issue Managers, Joint Lead Underwriters1 and Joint Bookrunners

Selling Agents
East West Banking Corporation	RCBC Capital Corporation
Union Bank of the Philippines

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") UNDER SHELF REGISTRATION AND WAS RENDERED EFFECTIVE ON JUNE 3, 2019 COVERING ₱30.0 BILLION OF SECURITIES. OF SUCH AMOUNT, ₱5.0 BILLION OF SECURITIES WERE ISSUED ON JUNE 18, 2019 AND ₱7.55 BILLION OF SECURITIES WERE ISSUED ON NOVEMBER 16, 2020.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS OFFER SUPPLEMENT IS ACCURATE OR COMPLETE. THE COMPANY TAKES FULL RESPONSIBILTY FOR THE ACCURACY, COMPLETENESS AND TIMELINESS OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION.

The date of this Offer Supplement is July 23, 2021.

• The Issuer expects to avail of short-term facilities from its relationship banks, including those affiliated with the Joint Lead Underwriters to fund the early redemption of ₱8,467,030,000.00 in principal amount of outstanding 2015 Series B Bonds that will be redeemed prior to the Issue Date.

(A corporation duly organized and existing under Philippine laws)

This Offer Supplement (this "Offer Supplement") relates to the public offer, distribution, sale and issuance by Aboitiz Equity Ventures Inc. ("AEV", the "Issuer", or the "Company") of Peso- denominated fixed-rateSeries E and Series F bonds (the "Bonds") comprising the third tranche of the Company's ₱30,000,000,000.00 Debt Securities Program (the "Debt Securities Program"). The Debt Securities Program was authorized by a resolution of the Board of Directors of the Company dated January 29, 2019. A registration statement covering the Debt Securities Program was filed by the Company on March 29, 2019 and was rendered effective by the Securities and Exchange Commission ("SEC") under SEC order no. 23, Series of 2019, dated June 3, 2019 (the "Shelf Registration"). The first tranche under the Debt Securities Program in the aggregate principal amount ₱5,000,000,000 was issued by AEV on June 18, 2019, covered by a prospectus dated May 31, 2019 and a permit to sell issued by the SEC on June 3, 2019. The second tranche under the Debt Securities Program was issued on November 16, 2020, in the aggregate principal amount of ₱7,550,000,000, covered by a prospectus dated October 27, 2020 and a permit to sell issued by the SEC on October 29, 2020. The Prospectus dated May 31, 2019 and October 27, 2020 are collectively referred to in this Offering Supplement as the "Prospectus".

The Company will offer the Bonds of a principal amount of up to ₱5,000,000,000.00 and an oversubscription option of up to ₱5,000,000,000.00 (the "Oversubscription Option") or an aggregate of up to ₱10,000,000,000.00 (the "Offer"). In case the Oversubscription Option is partly exercised or not exercised at all during the Offer Period (as defined below), the Bonds under Oversubscription Option that will not be taken up or exercised during the Offer Period will remain under Shelf Registration and may be issued in tranches within three years from the date of the effectivity of the registration statement (the "Shelf Period"), subject to any extension as may be granted by the SEC. The Offer of the Bonds constitute the Third Tranche under AEV's Debt Securities Program.

The Bonds are expected to be issued on August 9, 2021 (the "Issue Date") and when issued will comprise the Company's Series E and/or Series F Bonds. The Series E Bonds shall have a term ending four (4) years from Issue Date, or on August 9, 2025, with a fixed interest rate of 3.2977% per annum ("Series E Bonds"). Series F Bonds, if any, shall have a term ending seven (7) years from the Issue Date or on August 9, 2028, with a fixed interest rate of 4.1018% per annum ("Series F Bonds"). Series E Bonds shall have optional redemption on the second (2nd) year from Issue Date and every Interest Payment Date thereafter until before the third (3rd) anniversary from Issue Date, on the third (3rd) year from the Issue Date and every Interest Payment Date thereafter until before the Maturity Date, and if such date is not a Banking Day, on the immediately succeeding Banking Day, without any adjustment on the amount of principal or interest accruing. Series F Bonds shall have optional redemption dates on the fourth (4th) year from the Issue Date and every Interest Payment Date thereafter until before the fifth (5th) anniversary, on the fifth (5th) year from the Issue Date and every Interest Payment Date thereafter until before the sixth (6th) anniversary, and the sixth (6th) year from Issue Date and every Interest Payment Date thereafter until before the Maturity Date, and if such date is not a Banking Day, on the immediately succeeding Banking Day without any adjustment on the amount of principal or interest accruing. Interest on the Bonds shall be payable quarterly in arrear starting on November 9, 2021 as the first Interest Payment Date, and on February 9, May 9, August 9, and November 9 of each year while the Bonds are outstanding, or the

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subsequent Banking Day without adjustment if such Interest Payment Date is not a Banking Day. The last Interest Payment Date shall fall on the relevant Maturity Date while the Bonds are outstanding (see "Description of the Bonds" - "Interest" of this Offer Supplement).

The Bonds shall be redeemed at par (or 100% of face value) on the relevant Maturity Dates, unless the Company exercises its early redemption option in accordance with the conditions therefore (see "Description of the Bonds" - "Redemption and Purchase" of this Offer Supplement).

Upon issuance, the Bonds shall constitute the direct, unconditional, unsecured and unsubordinated Philippine Peso denominated obligations of the Issuer and shall rank pari passu and ratably without any preference or priority amongst themselves and at least pari passu in priority of payment with all other present and future unsecured and unsubordinated obligations of the Issuer, other than (i) obligations preferred by the law, (ii) any obligation incurred by the Issuer pursuant to Section 5.2.a of the Trust Agreement or as may be allowed by the Trust Agreement, and (iii) other Indebtedness or obligations disclosed by the Issuer to the Trustee as of Issue Date. The Bonds shall effectively be subordinated in right of payment to, among others, all of AEV's secured debts to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines (see "Description of the Bonds" - "Ranking" of this Offer Supplement).

The Bonds have been rated PRS Aaa by Philratings on May 28, 2021. Obligations rated PRS Aaa are of the highest quality with minimal credit risk.

PhilRatings also maintained the Issue Credit Rating of PRS Aaa, with a Stable Outlook, for AEV's total outstanding bonds worth ₱27.89 Billion as of March 31, 2021.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization.

The Bonds are offered to the public at par or face value through the Joint Issue Managers, Joint Lead Underwriters, and Joint Bookrunners named in this Offer Supplement (collectively, the "Joint Lead Underwriters") with the Philippine Depository & Trust Corp. ("PDTC") as the Registrar of the Bonds. The Bonds shall be issued in minimum denominations of ₱50,000 each, and in integral multiples of ₱10,000 thereafter. The Bonds shall be traded in denominations of ₱10,000 in the secondary market.

AEV intends to list the Bonds on the Philippine Dealing & Exchange Corp. ("PDEx"). However, there is no assurance that such a listing will be achieved either before or after the Issue Date or whether such a listing will materially affect the liquidity of the Bonds on the secondary market. Such listing would be subject to the Company's execution of a listing agreement with PDEx that may require the Company to make certain disclosures, undertakings and payments on an ongoing basis.

AEV expects to raise gross proceeds of up to ₱5,000,000,000.00 or, if the Oversubscription Option is fully exercised, up to ₱10,000,000,000.00. The net proceeds from the issue is estimated to be ₱4,925,216,412.50 for a ₱5,000,000,000.00 issue size, or ₱ 9,860,659,225.00 in case the entire Oversubscription Option is exercised, after deducting fees, commissions, and expenses. Proceeds of the Offer shall be used to refinance facilities drawn to fund the early redemption of the Issuer's existing seven-year Series B bonds issued by AEV on August 6, 2015 ("2015 Series B Bonds") prior to their stated maturity in August 2022 in the amount of ₱8,467,030,000.00, to partially finance Aboitiz Infracapital, Inc.'s ("Aboitiz Infracapital") 2021 equity contributions to Apo Agua Infrastructura, Inc. ("Apo Agua") to fund its requirements for the construction of its water treatment facility project up

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to an amount of ₱750,000,000.00, and to finance future funding requirements of Aboitiz Infracapital in 2022 for its towers project up to an amount of ₱643,629,225.00, as described further in the section entitled "Use of Proceeds" of this Offer Supplement. The Joint Lead Underwriters shall receive an aggregate fee of up to 49 basis points inclusive of GRT on the final aggregate nominal principal amount of the Bonds, which is inclusive of the underwriting fees and selling commissions.

However, there can be no assurance in respect of: (i) whether AEV would issue the remaining amount of the Bonds at all; (ii) the size or timing of any individual issuance or the total issuance of such Bonds; or (iii) the specific terms and conditions of any such issuance. Any decision by AEV to offer such Bonds will depend on a number of factors at the relevant time, many of which are not within AEV's control, including but not limited to: prevailing interest rates, the financing requirements of AEV's business and prospects, market liquidity and the state of the domestic capital market, and the Philippine, regional and global economies in general.

All disclosures, reports, and filings of the Company and submitted to the SEC, PSE, and the PDEx pursuant to the Revised Corporation Code, the Securities Regulation Code, and the Revised Disclosure Rules of the PSE and the Disclosure Rules of the PDEx ("Company Disclosures"), and information contained in the Prospectus are deemed incorporated by reference in this Offer Supplement. Copies of the Company Disclosures may be viewed at the website of the Company at: https://aboitiz.com/. Investors should review all information contained in the Prospectus, this Offer Supplement, and the Company Disclosures.

This Offer Supplement contains the terms of the Bonds and must be read in conjunction with the Prospectus. Unless defined in this Offer Supplement, terms used herein shall be deemed to be defined as set forth in the Prospectus. Full information on the Company and this Offer are only available on the basis of the combination of this Offer Supplement, the Prospectus, and the Bond Agreements.

AEV confirms that this Offer Supplement, in conjunction with the Prospectus, contains all material information relating to the Company, its affiliates and subsidiaries, as well as all material information on the issue and offering of the Bonds as may be required by the Applicable Law. No facts have been omitted that would make any statement in this Offer Supplement misleading in any material respect. AEV confirms that it has made all reasonable inquiries with respect to any information, data and analysis provided to it by its advisors and consultants or which is otherwise publicly available for inclusion into this Offer Supplement. AEV, however, has not independently verified any or all such publicly available information, data or analysis.

The prices of securities such as the Bonds can and do fluctuate. Any individual security may experience upward or downward movements, and may lose all or part of its value over time. The future performance of a security may defy the trends of its past performance, and there may be a significant difference between the buying price and the selling price of any security. As such, there is an inherent risk that losses may be incurred, rather than profit made, as a result of buying and selling securities. Thus, an investment in the Bonds described in this Offer Supplement involves a certain degree of risk.

In deciding whether to invest in the Bonds, a prospective purchaser of the Bonds ("Prospective Bondholder") should, therefore, carefully consider all the information contained in and the Prospectus and this Offer Supplement, including but not limited to, several factors inherent to the Company, which includes regulatory risk, information security risk, and other risk factors detailed in "Risk Factors and Other Considerations" section on page 28 of this Offer Supplement, as well as those risks relevant to the Philippines vis-à-vis risks inherent to the Bonds.

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Neither the delivery of the Prospectus or this Offer Supplement nor any sale made pursuant to the Offer shall, under any circumstances, constitute a representation or create any implication that the information contained or referred to in the Prospectus and this Offer Supplement is accurate, complete or correct as of any time subsequent to the date hereof or that there has been no change in the affairs of AEV since the date of this Offer Supplement.

The contents of the Prospectus and this Offer Supplement are not to be considered as definitive legal, business or tax advice. Each Prospective Bondholder receiving a copy of the Prospectus and this Offer Supplement acknowledges that he has not relied on the Joint Lead Underwriters, or any person affiliated with the Joint Lead Underwriters, in his investigation of the accuracy of any information found in the Prospectus and this Offer Supplement or in his investment decision. Prospective Bondholders should consult their own counsel, accountants, or other advisors as to legal, tax, business, financial, and related aspects of the purchase of the Bonds, among others. It bears emphasis that investing in the Bonds involves certain risks. It is best to refer again to the section on "Risk Factors and Other Considerations" on page 28 of this Offer Supplement for a discussion of certain considerations with respect to an investment in the Bonds.

No person nor group of persons has been authorized by AEV, and the Joint Lead Underwriters, to give any information or to make any representation concerning AEV or the Bonds other than as contained in this Offer Supplement and, if given or made, any such other information or representation should not be relied upon as having been authorized by AEV or the Joint Lead Underwriters.

AEV is organized under the laws of the Philippines. Its principal office is at 32nd Street, Bonifacio Global City, 1634 Taguig City, Metro Manila, Philippines with telephone number (632) 8886-2800.

(Space below intentionally left blank. Signature page follows.)

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