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) Mar 18, 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]9. Former name or former address, if changed since last report NA10. 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 4-2 - 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

Ayala Corporation (AC) signs investment agreement with Prime Asset Ventures, Inc. (PAVI) of the Villar Group for the sale of AC's 100% ownership stake in MCX Project Company, Inc. (MCXPCI)

Background/Description of the Disclosure

AC signs an investment agreement with PAVI of the Villar Group for the sale of AC's 100% ownership stake in MCXPCI. MCXPCI is the special purpose corporation that will hold the Concession Assets, Rights and Obligations under the Concession Agreement for the Muntinlupa-Cavite Expressway (MCX) Project. Spinoff of the MCX Project from AC to MCXPCI and the sale of ownership interests from AC to PAVI are subject to the consent of the project's grantor, the Department of Public Works and Highways (DPWH).

Date of Approval by Board of Directors

Dec 10, 2021

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

The sale of MCXPCI is aligned with Ayala's strategic priority to realize value from certain non-core assets and sharpen its focus on the continued expansion of its core businesses in real estate, banking, telecommunications, and power, and scaling up its emerging businesses in healthcare and logistics. In addition, the transaction supports Ayala's target to raise US$1 billion from value realization initiatives by 2023, which is executed through a combination of strategic partnerships and divestment of certain non-core assets. The proceeds will be used to fund future investments and further strengthen the company's balance sheet.

Details of the acquisition or disposition

Date	Dec 6, 2021

Manner

Secondary sale of shares and redemption of preferred shares held by AC in MCXPCI

Description of the company to be acquired or sold

MCXPCI is a 100%-owned entity by AC incorporated for the purpose of holding the concession assets, rights and obligations under MCX Project Concession Agreement (MCX CA), which AC entered into in 2012. The concession assets and obligations under the MCX CA are currently embedded within AC. AC is in the process of transferring the same to MCXPCI following the receipt of consent from DPWH. In its letter dated March 10, 2022, DPWH granted its consent to the transfer of the concession assets and obligations under the MCX CA from AC to MCXPCI.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	3,272,686,373
Percentage to the total outstanding shares of the company subject of the transaction	100
Price per share	Less than 10% of AC's total equity

Nature and amount of consideration given or received

Cash, P3,800,000,000

Principle followed in determining the amount of consideration

Discounted Cash Flow Valuation

Terms of payment

A consideration of Php 3.8 billion shall be paid to AC in two tranches: (1) Php 3.219 billion upon financial close (2) Php 581 million upon lapse of AC's lockup period as prescribed under the MCX CA.

Conditions precedent to closing of the transaction, if any

Financial close of the transaction is subject to securing consents of the DPWH for: (1) Transfer of the concession assets and obligation under the MCX CA from AC to MCXPCI (2) Transfer of Class A Common Shares from AC to PAVI (3) Redemption of preferred shares held by AC in MCXPCI

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
Prime Asset Ventures, Inc.	None

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

None

Other Relevant Information

None

Filed on behalf by:

Name	Celeste Jovenir
Designation	Investor Relations Head