Sorry, I was on mute. Can we be selective in who we admit, or we have to admit everyone? Thinking, guess what? Good afternoon, everyone. The briefing will commence shortly. Should you have other colleagues who will be joining today's session, we kindly request that you inform them that the briefing will start in 5 minutes. Thank you. for participating brokers and custodians for the proposed tender offer for Ayala Corporation's common shares. During today's session, our focus will be directed towards providing an overview of the terms of the offer and the key dates surrounding the proposed tender offer, as well as explaining the necessary procedures and processes for participating brokers and custodians. Kindly note that this briefing is solely focused on the procedures and processes for brokers in relation to the tender offer. All of the information contained in this presentation may be found in the Tender Offer Report posted by AC on PSE EDGE and on their website. For any other questions on certain terms, please refer to the Tender Offer Report and the FAQs. Please also note that this call is being recorded. Before we officially begin, may I kindly remind everyone of a few house rules for today's session. First, please ensure that your microphones remain muted throughout the briefing to avoid any disruptions. Second, please be reminded that this presentation is confidential and intended for participating brokers and custodians only. or sharing any part of this presentation with any third party without prior written consent is strictly prohibited. taking pictures, screenshots, Finally, if you have questions related to the tender offer process and procedures, we will address them during the Q&A portion. Kindly type your questions using the Q&A button in the webinar. And we will do our best to respond to your questions. Okay, now that all of the reminders have been said, allow me to walk you through today's agenda. We'll start off with an overview of the tender offer, its terms and conditions, and the parties involved, to be led by Dominic Chuong-Su, Associate Director of BPI Capital. Next, I will be going through the important procedures and processes for the participating brokers and custodians. Lastly, to wrap this briefing up, we will have a Q&A session which will run for approximately 15 minutes. Dominic and I will be representing BPI Capital as a tender offer advisor. And Ms. Buena-Bascugin will represent BPI Securities as the tender offer agent. As mentioned, we encourage everyone to send in any process-related questions via the Zoom Q&A feature, and we will address as many of your questions as possible during the Q&A portion of our program. So without further ado, I will turn the floor over to Dominic for a brief overview on the tender offer. All right, well, thanks, Kat. Let me walk you through the key terms of the tender offer. So the bidder is Ayala Corporation, which is also the subject company in this transaction. The tender offer covers 3.1 million common shares, representing approximately 4.85% of Ayala Corporation's issued and outstanding common shares. The offer price is 650 pesos per share, excluding customary selling charges and transaction costs. The tender offer period will commence at around 9:00 AM, November 4th, 2026, and will remain open until 12 noon on the 8th of January, 2027. unless extended with prior clearance of the SEC and notice to the PSE. The expected cross date for the shares is the 13th of January, 2027, subject to PSE's approval and satisfaction of the tender offer conditions, which we will outline in the succeeding slide. Settlement is expected on the 15th of January, 2027, subject to any extension of the tender offer period. All holders of Ayala Corporation common shares will be eligible to participate and tender their shares during the offer period, subject to the terms and conditions of the tender offer as mentioned earlier. The tendering shareholders will bear all applicable taxes, fees, and commissions, and transfer-related expenses, including stock transaction tax, brokerage commissions, and applicable market infrastructure fees. These charges will be deducted from the consideration payable to the shareholders. Just to cover the other parties to the transaction, BPI Capital Corporation is acting as a tender offer advisor, with BPI Securities Corporation as a tender offer agent. And Stock Transfer Services Inc. as stock transfer agent. Next slide, please. Now, as mentioned earlier, the bidder's obligation to purchase the tendered shares is subject to the satisfaction or waiver of several key conditions. These conditions are: Firstly, Shareholders must submit duly completed documentation and all required approvals to ensure that the tendered shares can be transferred fee— and clear of any liens, claims, or encumbrances. There must also be no dispute regarding the shareholders' ownership or right to transfer the shares. Second, all representations and warranties provided by the tendering shareholders must remain true and accurate throughout the tender offer period and up to the cross date. Third, the proposed amendment to Ayala Corporation's Articles of Incorporation must receive approval from the SEC. If such approval is not obtained before the expiration of the tender offer period, Ayala may withdraw the tender offer or extend the tender offer period until the approval is secured. Fourth, the tender offer agent must verify the valid tender of the full 30.1 million shares, with such shares being eligible for purchase under the terms of the offer. Fifth, the Philippine Stock Exchange must approve the crossing of the tendered shares. Sixth, completion of the tender offer and the subsequent transfer of shares to Mitsubishi Corporation must not result in foreign ownership exceeding the statutory limit of 40% of the company's voting shares or outstanding capital stock. Finally, all parties must comply with the tender offer terms and conditions as set out in Exhibit A of the Tender Offer Report. Subject to the satisfaction of these conditions, the tender offer is expected to proceed according to the timetable pre— uh, that will be discussed shortly. Now turning it over to Kat for the process and the timetable. Thank you, Dominic. We will now move on to the tender offer process for participating brokers and custodians. Before we dive into the procedures and processes, let me walk you through the key dates and deadlines. The tender offer period officially started yesterday, November 4th, 2026. Until the end of the tender offer period, tendering shareholders and participating brokers or custodians may submit the application to tender and its supporting documents to the tender offer agent. For certificated shareholders, they are instructed to reach out to their participating broker or the tender offer agent for the lodgement of their shares. Kindly advise the certificated shareholders that they have until 12 noon on December 29th, 2026, which is 5 business days before the end of the tender offer period, to submit their stock certificates for lodgement. Any submission after may not be cleared in time for the end of the tender offer period. The tender offer period will end at 12 noon on January 8th, 2027. Any extensions will be subject to regulatory approval, and the necessary disclosures will be made to the to advise the public. The end of the tender offer period is also the deadline for the submission of the application to tender. This deadline must be strictly followed, and any submissions after the end of the tender offer period will not be accepted. Following the end of the tender offer period, the tendered shares will be crossed in the Philippine Stock Exchange on January 13th, 2027, and will be settled on January 15th, 2027. Please note that the checks for settlement will be made available for pickup in the tender offer agent's office starting on January 15th until February 15th, which is 30 days after the settlement date. Any unclaimed checks will be mailed to you to the address stated in the application to tender. Now that we have tackled the timetable of the offer, we can now discuss its processes and procedures. There are 2 major steps during the tender offer. First is the application of the tender offer shares. Tendering shareholders will go through their respective participating brokers or custodians, who will then coordinate and submit the applications to BPI Securities as the tender offer agent. Note that this has to be done within the tender offer period. Shareholders who wish to participate in the tender offer generally have 2 options. The first being for shareholders who are existing clients of brokers or custodian banks. are instructed to coordinate through their respective participating broker or custodian, while certificated shareholders without a brokerage account are instructed to open an account with BPI Securities or with any other participating broker. The next step in the process is the payment for the tender offer shares. Once the proceeds are remitted to the tender offer agent, BPI Securities will prepare checks for pickup in the name of either the tendering shareholder or the participating brokers or custodians. The participating brokers or custodians will then coordinate directly with the tendering shareholders under them for settlement. Please note that the selling charges shall be deducted from the tendering shareholders' tender proceeds. The broker's commission, including corresponding VAT on the commission, shall likewise be payable by the tendering shareholder, subject to mutual agreement between the tendering shareholder and the participating broker or custodian. In terms of the application process for certificated shareholders, these shareholders are instructed to reach out to STSI as the stock transfer agent to check if their shareholders' records need updating. Tendering shareholders must also request that the stock transfer agent validate and authenticate their stock certificates. The stock transfer agent will authenticate the stock certificates either in person at their office or via email. Once authenticated by the stock transfer agent, tendering shareholders may proceed with coordination with their participating broker or custodian. Tendering shareholders shall submit their duly endorsed stock certificate to their respective broker or custodian and comply with all of the procedures and requirements of such broker or custodian for lodgement and for participating in the tender offer. Please note that tendering shareholders must have an existing securities account with their participating broker. If they do not have an existing account, they are instructed to open an account with a participating broker or BPI Securities as the tender offer agent. As mentioned earlier, kindly note that stock certificates must be submitted on or before 12 noon on December 29th, 2026. to the participating brokers or custodians in order to ensure that these shares are converted into scripless form before the end of the tender offer period. Once the stock certificates and other requirements are submitted by the tendering shareholders and such shares are converted to scripless form, the participating brokers or custodians must accomplish the application to tender along with the supporting documents on behalf of their clients and submit such requirements to the tender offer agent. Participating brokers and custodians may then refer to the procedures under For Scripless Shareholders, which will be discussed in the succeeding slide. For certificated shareholders located outside the Philippines, you may direct them to the tender offer agent for the necessary arrangements for their participation in the offer. For scripless shares, the tendering shareholders shall advise their participating broker or custodian of its intention to participate and comply with the procedures and requirements of such broker or custodian. Once the requirements are submitted by the shareholders, the participating brokers and custodians must accomplish the application to tender along with the supporting documents on behalf of their clients and submit such requirements to the tender offer agent. Participating brokers and custodians must also transfer the shares in scripless form to the tender offer agent via EQTrade at the same time the application to tender is submitted. Now, should a tendering shareholder choose to withdraw their application, please note the following steps. First, the tendering shareholders shall advise their participating broker or custodian or the tender offer agent, whichever party they course their tender offer instructions to, of its intention to withdraw their application to tender. The participating broker or custodian shall submit a written notice of withdrawal to the tender offer agent, while tendering shareholders who tendered directly through the tender offer agent must submit a written notice of withdrawal to the tender offer agent. A copy of the shareholder's copy of the application issued by the tender offer agent must also, must also be submitted to the tender offer agent. For withdrawal to be effective, the written notice of withdrawal must be timely received by the tender offer agent at the address set forth in the application and must be delivered in accordance with the procedures and conditions set forth therein. Note that all expenses incurred by the tender offer agent with respect to the withdrawal of the tender offer shares shall be for the account of the tendering shareholder making the withdrawal. This written request must, must specify the name of the tendering shareholder and the number of shares to be withdrawn. If the stock certificates evidencing the tendered shares have been delivered to the tender offer agent, the serial number of such certificates must likewise be indicated in the written request for tendered shares. The bidder has the right, in its sole discretion, to determine the validity of the written request. Any tendered shares that are withdrawn in accordance with the terms and conditions of the tender offer shall be returned by the tender offer agent in the same form they were received. To either the participating broker or custodian if they were previously lodged with the participating broker or custodian, or to the tendering shareholder if it was previously certificated. As the case may be, within 10 business days from the end of the tender offer period. The cost of returning the tender offer shares shall be borne by the shareholder making the withdrawal. The withdrawal of any application will only be accepted until 12 noon on January 8, 2027. After the tender offer period is finished, the next important date for brokers and custodians is the settlement for the tender offer shares. On settlement date or January 15, 2027, check payments in the name of either the participating broker or custodian who delivered the shares of scripless shareholders or tendering shareholders who delivered certificated shares directly to the tender offer agent shall be made available in the tender offer agent's office. Please note that the selling charges shown in this slide will be for the account of each tendering shareholder. These charges include stock transaction tax, SCCP fee, PSE fee, SEC fee, and SIPF fee. The checks shall be available for pickup beginning on January 15 until 30 days after, or February 15. Unclaimed checks will be delivered to the participating brokers and custodians or the tendering shareholders at their own risk and expense to the registered address indicated in the application to tender. The applicable courier fees shall be paid to the paying agent before delivery. Otherwise, such fees shall be deducted from the total offer price payable to the tendering shareholder. Please note the reminders for check pickups. The brokers or shareholders shall present the following: a shareholder's copy of the application, proper ID such as a driver's license, passport, or company ID with photograph and signature, and should a shareholder elect a representative for pickup, A signed letter of authority to pick up the check and a valid ID of the authorized representative is required. Once the participating brokers or custodians have picked up their respective checks, they shall remit the proceeds payable to each of the tendering shareholders who tendered through them. Fee arrangements regarding the broker's commission and the applicable VAT on the commission will be dependent on the participating broker or custodian. Lastly, the settlement procedures for offshore shareholders shall follow the settlement arrangements agreed between the tender offer agent and such offshore shareholders. Okay, now that we have gone through these processes in detail, I will now open the floor for any questions from the attendees. Again, we are inviting all participants to post their process-related questions via the Q&A button. That is located at the bottom of your screens. We will endeavor to answer your questions as much as we can during today's session. Allow me to start off with the questions asked by the participants during the Q&A. So we have, um, A question here, what happens if more common shares are tendered than the bidder is offering to purchase? Maybe, Dom, you can take this one. Sure, thanks. So essentially the question is what happens if the tender offer is oversubscribed, right? So just to take a step back, the tender offer is really just for 30.1 million common shares, right around that number. So what happens is the tender offer agent will be determining the number of common shares to be accepted from each tendering shareholder on a pro rata basis. So what this means is only a portion of the tender only a portion of the common shares validly tendered by a tendering shareholder may be purchased. Any tendered shares that are not accepted for purchase by Ayala Corporation the tender offer agent, will be returned to the shareholder or their broker-custodian as applicable in the same form in which they were submitted within 10 business days after the tender offer ends. So the costs associated with this return will be borne by the bidder. So yeah. Hey, thanks, Dom. We have another question here. What documents do the brokers have to submit to the TO agent? Participating— so participating brokers or custodians must submit the application to tender on behalf of its clients. Together with an instruction to brokers or custodian banks and letter to the tender offer agent. Such form is Attachment 6 to the application to tender. Other requirements include signature cards, secretary certificates, all of which are listed in the application to tender. Okay, received another question here. When will you announce the final shares accepted? So shortly after the tender offer period ends, there will be a disclosure regarding the results of the tender offer period, and this will be disclosed on EDGE. Hey, another question just came in. Can the tender offer period be extended? Dom, maybe take this one. Sure, so the tender offer period may be extended, obviously with prior approval of the SEC and a notice to the PSE, for a period of up to 60 business days. From the publication of intent. Any extension of the tender offer period will obviously be disclosed in accordance with the disclosure rules of the PSE and SEC. So in the event of an extension, shareholders will continue to have the right to tender or withdraw their shares within the extended period. All right, thanks, Dom. Another question here from our attendees. Acceptance of shares will be determined after the close of the offer period, therefore early submission of an election does not guarantee acceptance of the shares. Sending one application consolidated before end of offer period is okay. So confirming that the allocation only happens once all tendered shares are received, so sending one consolidated application would be acceptable. Just to add to that, it's correct that it won't be— there's no guarantee that it will be fully allocated. It depends on the level of oversubscription. However, if it is oversubscribed, as mentioned earlier, it will be allocated pro rata. Another question here. How will each tendering shareholder pay for the selling charges? So I can take this one. The selling charges will be deducted from the PHP equivalent of each tendering shareholder's tender proceeds. As such, tendering shareholders who participated through a broker or custodian will have their payment remitted to their participating broker or custodian. Each broker or custodian must remit the net proceeds to each tendering shareholder. Okay, another question from our attendees. Would a generic secretary certificate suffice? So yes, that's acceptable. There is a template attached to Exhibit B. Attachment 3 that you can follow. Then we have another one from our attendees. For example, if I buy now, can I still tender offer? So yes, confirming that if you buy the shares now, you can tender it until January 8th if you're holding scripless shares. Okay, another question here. How will I know if the application to tender was accepted or rejected? So each tendering shareholder or the participating broker or custodian will be informed if their shares in whole or a portion thereof have been rejected on or before settlement date. So please be reminded that the bidder has the right to reject any application if such application is received after the end of the tender offer period, does not tender issued and outstanding common shares, or does not comply with the terms of the offer. Or is not completed in full or does not have sufficient information as required, or if it lacks any of the required attachments, or if it contains a signature that cannot be authenticated by the stock transfer agent or verified by the tender offer agent, or if it is not validated for acceptance by the tender offer agent. Such returned shares will continue to be beneficially owned by the relevant shareholder. Note that any common shares, as mentioned by Dom earlier, validly tendered but not accepted for purchase by reason of the pro rata acceptance shall be returned in the same form they were received to the participating broker or custodian, or to the tendering shareholder, as the case may be, not later than 10 business days after the termination of the tender offer. The cost of returning the tender offer shares by reason of the pro rata acceptance shall be borne by the bidder. Okay, we can take, I think, one more question. We have here, will the tender offer conclude once it is oversubscribed before the end of offer date? So even if we do get oversubscribed, The end of the offer period as of this date will still be on January 8th, 2026. Right, unfortunately, that's all the, that's all the time that we have for the Q&A. For any further questions related to shares, stock certificates, and shareholder information or records, kindly reach out to, to STSI as the stock transfer agent. For any questions related to the tender offer process, Feel free to reach out to the representatives from BPI Capital or BPI Securities as shown in the slide presented. These contact details are also available in the tender offer report and FAQs. posted in the AC website. This brings us to the end of our briefing today. We thank you for joining us in today's briefing, and we hope you have a good week ahead. Thank you, everyone.