C06585-2023

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)
Aug 24, 2023
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo de Roxas cor Makati Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7908-3000
9. Former name or former address, if changed since last report
NA
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 619,807,425
Preferred A Shares 5,244,515
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 4-22 - Joint Ventures References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Establishment of a joint venture among Ayala Corporation (“AC”), 917Ventures, Inc. (“917Ventures”) and Gogoro Network Pte Ltd (“Gogoro SG”) for the importation, sale, distribution, operation, management and maintenance of Gogoro two-wheeled scooters (“E-Scooters”) with battery swapping technology, battery swapping stations for the E-Scooters, and after-sales services business in the Philippines through Gogoro Philippines, Inc. (“Gogoro PH”)
Background/Description of the Disclosure

On 24 August, 2023, AC, 917Ventures and Gogoro SG ("The Parties”) executed a Joint Venture Agreement to establish a joint venture for the launch of the Gogoro two-wheeled EV battery swapping technology in Metro Manila.

AC likewise entered into a Subscription Agreement with Gogoro PH to subscribe to 42,000,000 common shares of Gogoro PH for a 21% stake therein.

917Ventures is a wholly-owned subsidiary of Globe Telecom, Inc., and is a corporate venture builder that scales, ideates, launches, and accelerates new business ideas that uplift the lives of Filipinos. 917Ventures shall own 98,000,000 common shares, which is equivalent to 49% of Gogoro PH.

Gogoro SG, on the other hand, is a wholly-owned subsidiary of Gogoro Inc., a listed company (NASDAQ: GGR) that has developed a battery-swapping refueling platform for urban electric two-wheeled scooters, mopeds, and motorcycles. Gogoro SG also develops its own line of electric scooters and offers its own vehicle innovations to vehicle maker partners. Gogoro SG shall own 60,000,000 common shares, which is equivalent to 30% of Gogoro PH.

The Parties, through Gogoro PH, shall undertake the importation, sale, distribution, operation, management and maintenance of two-wheeled electric scooters with battery swap technology under the Gogoro brand, battery swapping stations for E-Scooters and after-sales services business relating thereto (including spare parts thereof), which may include the importation and distribution of other E-Scooter brands that are compatible with the battery swapping stations, in the Philippines.
Date of Approval by Board of Directors Jan 24, 2023
Date of Approval by Stockholders, if applicable N/A
Description and nature of the transaction including the timetable for implementation, and related regulatory requirements

The parties agreed to create a joint venture to create Gogoro PH, for purposes of the importation, sale, distribution, operation, management and maintenance of Gogoro E-Scooters with battery swapping technology, battery swapping stations for the E-Scooters, and after-sales services business in the Philippines.

The transaction is expected to close within ten (10) days from signing of the Subscription Agreements, subject to customary closing conditions, including relevant regulatory approvals, if any.
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Ayala has prioritized the electric mobility space as an area of growth – with interests in the entire EV ecosystem, including two-wheeled and four-wheeled electric vehicles, charging infrastructure, and the overall customer lifestyle. Recent developments in the global EV industry as well as in the local regulatory landscape have affirmed our belief that the transition to EVs is well underway, and that the market in the Philippines is prime for disruption.
Terms and conditions of the joint venture
Amount of investment and/or interest by the parties involved

On closing date, the Parties shall infuse the aggregate amount of Eight Million Five Hundred Thousand US Dollars (USD8,500,000.00) into Gogoro PH.
Provisions on profit-sharing, arrangements on management and operations

Dividends shall be declared in accordance with applicable laws and as may be approved by the Board of Directors.

Management and operations shall be based on the decision of the Board of Directors. Each of the parties shall be entitled to elect representatives to the Board of Directors.
Conditions precedent to closing of transaction, if any

Approvals and other conditions customary to similar transactions
Other salient features of the joint venture agreement

N/A
Identity and/or corporate background of the parties to the transaction, including the following
Name Nature of Business Nature of any material relationship with the Issuer and the parties to the joint venture, their directors/officers or any of their affiliates
917Ventures, Inc. Holding Company 917Ventures, Inc. is a wholly-owned subsidiary of Globe Telecom, Inc. AC owns 30.69% of Globe
Gogoro Network Pte Ltd Holding Company N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction has no material effect on Ayala’s business, financial condition, and operations.
Other Relevant Information

The transaction was included as part of the approved budget of AC’s Investment Committee, which was approved on January 24, 2023. The allocation for the transaction was approved by the Investment Committee on February 28, 2023.
Filed on behalf by:
Name Jose Martin Lopez
Designation Head, Investor Relations