Ayala : Acquisition or Disposition of Shares of Another Corporation

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) Nov 29, 20212. 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]9. 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	619,695,649
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 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Divestment by Ayala Corporation of all its shares in HCX Technology Partners, Inc.

Background/Description of the Disclosure

Ayala Corporation ("AC") entered into a Share Purchase Agreement with Asti Business Services, Inc. ("ABSI") for the sale of its 100% stake in HCX Technology Partners, Inc ("HCX")

Date of Approval by Board of Directors

Sep 14, 2021

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

With its strong expertise in providing business process and shared service support, IT systems integration and consultancy services, and having a wide clientele network, ABSI is best positioned to take HCX to its next phase of growth.

Details of the acquisition or disposition

Date	Nov 26, 2021

Manner

Sale of 14,250,000 shares equivalent to 100% of the outstanding capital stock of HCX

Description of the company to be acquired or sold

HCX is a full-fledged systems integration company offering human capital, customer relationship management and digital solutions to its clients. It was established by AC in 2016 as a shared services center providing human capital management services to the Ayala Group of companies.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	14,250,000
Percentage to the total outstanding shares of the company subject of the transaction	100
Price per share	Less than 10% of Ayala's total equity

Nature and amount of consideration given or received

Less than 10% of Ayala's total equity.

Principle followed in determining the amount of consideration

Discounted cash flow methodology and other relevant financial metrics

Terms of payment

Payment of 90% on signing and closing, 10% on delivery of the BIR Certificate Authorizing Registration and after lapse of the Indemnification Claim provided there are no pending tax or labor claims.

Conditions precedent to closing of the transaction, if any

None

Any other salient terms

None

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Asti Business Services, Inc.	Subsidiary of one of Issuer's joint ventures

Effect(s) on the business, financial condition and operations of the Issuer, if any

Cash generated from the transaction can be used by AC for its operations

Other Relevant Information

None

Filed on behalf by:

Name	Celeste Jovenir
Designation	Investor Relations Head