Ayala Corp’s “Class A” Preferred Shares

Ayala Corporation, the country’s largest conglomerate, will be issuing a total of 12 million preferred “Class A “shares for P500 each. Proceeds from the issue will be used to fund the company’s investments in business process outsourcing (BPO) and overseas real estate projects.

Unlike owners of common shares, preferred stockholders do not have voting rights but are the first to get paid in case a company is liquidated.

Ayala Corp (Stock Code: AC)‘s Preferred Shares will pay a fixed dividend rate of 8.88% per annum. Minimum subscription is 100 shares and succeeding placements must be in multiples of 20 shares.

Other features of the Preferred Shares are the following:

• Dividends will only be distributed to shareholders if and when the company’s Board of Directors decide to declare it. The dividends are cumulative so that when the Issuer’s Board declares dividends, holders of the Shares will receive the dividends due them on such Dividend Payment Date and all Dividends accrued and unpaid prior to such Dividend Payment Period.

• The Dividends will be paid quarterly in arrears on the last day of each 3-month Dividend Period (Dividend Payment Date) of February, May, August, and November of each year. If the Issuer’s Board does not declare a dividend on the Shares, no Dividend will be paid on these Dividend Payment Dates.

• The Shares are redeemable, as and if declared by the Issuer’s Board, on the fifth anniversary from the Listing Date (Optional Redemption Date) or on any Dividend Payment Date thereafter.  Redemption will be in whole (but not in part only), at a price equal to the Issue Price plus accrued and unpaid dividends for all dividend periods up to the Redemption Date.

• If the Shares are not redeemed on the fifth year from the Listing Date, the dividend rate will be adjusted to the higher of (a) the Dividend Rate; or (b) the 10-year Fixed Rate Treasury Note benchmark yields as displayed on the “PDST-R2” screen of the PDEX page of Bloomberg at approximately 4:15 p.m. for the date corresponding the Optional Redemption Date, plus a spread of 0.0088 or 88 bps.

• The Shares will be listed and traded at the Philippine Stock Exchange.

For information on how to take part in this offering, contact the underwriter BPI Capital.

ADDRESS: 8th Floor BPI Building, Ayala Avenue corner Paseo de Roxas, Makati City

TELEPHONE NO.: (632) 816-9612

FAX NO.: (632) 818-7809

Alternatively, you may contact your broker or other financial institutions that may be offering this product.