Ayala Corporation (AC) Status update summary

Offer terms and timetable

• Offer covers 30.1m common shares, ~4.85% of issued and outstanding shares, at PHP650/share, excluding selling charges and transaction costs.

• Offer period runs from 9:00 a.m. Nov. 4, 2026, to 12:00 p.m. Jan. 8, 2027; extensions require SEC clearance and notice to the PSE.

• Crossing is expected Jan. 13, 2027, and settlement Jan. 15, subject to PSE approval, offer conditions and any extension.

• All holders may tender, subject to the offer terms; shareholders bear applicable taxes, fees, commissions and transfer expenses, deducted from consideration.

Key conditions

• Purchase requires complete documentation, required approvals, clear title to shares and no dispute over ownership or transfer rights.

• Shareholder representations and warranties must remain true through the Cross Date; SEC approval of the proposed articles amendment is required, or the offer may be withdrawn or extended.

• Conditions also include verification of valid tenders for the full 30.1m shares, PSE approval of crossing and compliance with the 40% foreign ownership limit after transfer to Mitsubishi Corporation.

Participation procedures

• Shareholders apply through their participating broker or custodian, which submits the application and supporting documents to BPI Securities within the offer period; investors without an account must open one.

• Certificated shareholders should have records checked and certificates authenticated by STSI; endorsed certificates must reach the broker or custodian by 12:00 p.m. Dec. 29, 2026, for lodgment.

• Brokers and custodians submit applications and supporting documents and transfer scripless shares to the tender offer agent via EQ Trade at the same time.

• Withdrawals require written notice and a copy of the application; requests must be received by 12:00 p.m. Jan. 8, 2027, and withdrawal expenses are borne by the shareholder.