C02510-2024

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 25, 2024
2. SEC Identification Number
152747
3. BIR Tax Identification No.
000-153-790-000
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
+632 7908 3111
9. 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 14,860,156,913
Voting Preferred Shares 861,368,714
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 Land, Inc.ALI

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 2024 Annual Stockholders' Meeting
Background/Description of the Disclosure

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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 13,140 50,516 Held thru PCD
Fernando Zobel de Ayala 0 193,687 Held thru PCD and by immediate family member
Cezar P. Consing 1 0 -
Anna Ma. Margarita B. Dy 3,510 8,558,103 Held thru PCD and ESOWN
Mariana Beatriz Zobel de Ayala 1 385,000 Held by immediate family member
Rex Ma. A. Mendoza (Independent Director) 1 3,932,820 Held thru PCD and thru a controlled corporation
Surendra M. Menon (Independent Director) 1 20,000 Held thru PCD
Daniel Gabriel M. Montecillo (Independent Director) 1 0 -
Cesar V. Purisima (Independent Director) 1 0 -
External auditor Isla Lipana & 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-01-24: “RESOLVED, to approve the minutes of the annual stockholders’ meeting held on April 26, 2023.”

2. Annual report for 2023 and the consolidated Audited Financial Statements as of December 31, 2023

Resolution No. S-02-24: “RESOLVED, to approve the consolidated audited financial statements of the Corporation and its subsidiaries as of December 31, 2023, as audited by the Corporation’s external auditor, Isla Lipana & Co.”

3. Ratification of the acts and resolutions of the Board of Directors and Officers during the preceding year

Resolution No. S-03-24: RESOLVED, to ratify each and every act and resolution, from April 26, 2023 to April 25, 2024 (the “Period”), of the Board of Directors (the “Board”), 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 pursuant to the resolutions of the Board, the Executive Committee and other Board committees as well as pursuant to the By-laws of the Corporation.”

4. Merger of the Corporation and its subsidiaries

Resolution No. S-04-24: “RESOLVED, to approve the Plan of Merger of the Corporation and at most 34 entities that are wholly owned directly by the Corporation, or through AyalaLand Estates, Inc. and AyalaLand Hotels and Resorts Corp., with the Corporation as the surviving entity, and the execution of all documents and performance of all acts, including the effective waiver/denial of pre-emptive rights of stockholders for the purpose of implementing the proposed merger, as approved by the Board of Directors on March 12, 2024.”

5. Election of the directors (including Independent Directors)

Resolution No. S-05-24: “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
Anna Ma. Margarita B. Dy
Mariana Beatriz Zobel de Ayala
Rex Ma. A. Mendoza (Independent Director)
Surendra M. Menon (Independent Director)
Daniel Gabriel M. Montecillo (Independent Director)
Cesar V. Purisima (Independent Director)”

6. Election of Isla Lipana & Co. as our external auditor for the year 2024 and fixing of its remuneration

Resolution No. S-06-24: “RESOLVED, as endorsed by the Board of Directors, to approve the election of Isla Lipana & Co. as the external auditor of the Corporation for the year 2024 for an audit fee of Four Million Six Hundred Forty Four Thousand Five Hundred Pesos (¿4,644,500.00), exclusive of value-added tax and five percent (5%) out of pocket expenses.”
Other Relevant Information

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Filed on behalf by:
Name Michelle Valbuena
Designation Senior Compliance Manager