N OFFER TO YET BECOME BECOME YET 31/F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City 1226 Telephone Number: (632) 7750-6974 PRELIMINARY PROSPECTUS Up to [₱2.75 Billion] principal amount of Fixed-Rate Bonds to be issued from a new shelf registration of up to ₱50.0 Billion Securities Program rendered effective on [●] (“Base Offer”) with an Oversubscription Option of up to [₱2.75 Billion] to be issued from the shelf registration rendered effective on April 22, 2019 (“Oversubscription Option”) Due 2031 PRIOR TO THE TIME THE REGISTRATION STATEMENT Issue Price: 100% of Face Value Interest Rate: [●]% p.a. Joint Lead Underwriters and Bookrunners The date of this Preliminary Prospectus is August 9, 2021. A REGISTRATION STATEMENT RELATING TO THE BASE OFFER HAS BEEN FILED WITH THE OFFERS TO BUY THE SAME BE ACCEPTED SECURITIES AND EXCHANGE COMMISSION ("SEC") BUT HAS NOT YET BEEN DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE MAY PURCHASE PRICE CAN BE ACCEPTED OR RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE DATE. AN INDICATION OF INTEREST IN RESPONSE HERETO INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE BE SOLD NOR SOLICITATION OF AN OFFER TO BUY. A REGISTRATION STATEMENT RELATING TO THE OVERSUBSCRIPTION OPTION WAS FILED WITH THE SEC AND WAS RENDERED EFFECTIVE COVERING ₱50.0 BILLION OF SECURITIES. NEITHER OF SUCH AMOUNT, ₱8.0 BILLION OF SECURITIES WERE ISSUED ON MAY 06, 2019, ₱3.0 BILLION OF SECURITIES WERE ISSUED ON SEPTEMBER 30, 2019, ₱10.0 BILLION OF SECURITIES WERE ISSUED ON NOVEMBER 06, 2019, ₱10.0 BILLION OF SECURITIES WERE ISSUED ON JUNE 26, 2020, ₱6.25 BILLION OF SECURITIES WERE ISSUED ON SEPTEMBER 29, 2020, AND ₱10.0 BILLION OF SECURITIES WERE ISSUED ON MAY 4, 2021. THE SEC HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PRELIMINARY PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. i EFFECTIVE. THESE SECURITIES MAY IS RENDERED EFFECTIVE. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE CONSIDERED A SOLICITATION OF A BUY. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT HAS BUT COMMISSION, EXCHANGE AND SECURITIES THE WITH FILED BEEN HAS SECURITIES THESE TO RELATING STATEMENT REGISTRATION A This Prospectus (the “Prospectus”) relates to Ayala Land, Inc.’s (“ALI,” “Ayala Land,” the “Issuer” or the “Company”) offering and sale of fixed-rate bonds in the principal amount of up to [₱2.75 billion] (the “Base Offer”) to be issued from a new shelf registration for the offering and sale of debt and other securities as provided by applicable Securities and Exchange Commission (“SEC”) rules and regulations effective at the time of issuance of [up to ₱50,000,000,000] (“2021 Securities Program”) with an oversubscription option of up to [₱2.75 Billion] (the “Oversubscription Option,” together with the Base Offer, the “Offer” or the “Bonds”), which if exercised, will be issued from the remaining ₱2.75 billion under the Company’s shelf registration rendered effective on April 22, 2019 (“2019 Securities Program”). A registration statement covering the 2021 Securities Program was filed by the Issuer with the SEC on [•]. The 2021 Securities Program shall be issued in one or more tranches (each a “Tranche”) as authorized by a resolution of the Board of Directors dated February 23, 2021. For the first Tranche of the 2019 Securities Program with a principal amount of ₱8.0 billion, a certificate of permit to offer securities for sale (“SEC Permit”) of such bonds was issued on April 22, 2019. The 2019 SEC Permit covering the second Tranche of the Securities Program with a principal amount of ₱3.0 billion was issued on September 13, 2019. The SEC Permit covering the third Tranche of the 2019 Securities Program with a principal amount of ₱10.0 billion was issued on October 18, 2019. The SEC Permit covering the fourth Tranche of the 2019 Securities Program with a principal amount of ₱10.0 billion was issued on June 11, 2020. The SEC Permit covering the fIfth Tranche of the 2019 Securities Program with a principal amount of ₱6.25 billion was issued on September 15, 2020. The SEC Permit covering the sixth Tranche of the 2019 Securities Program with a principal amount of ₱10.0 billion was issued on April 19, 2021. The principal amount of the Bonds of up to [₱2.75 billion] will be the first Tranche of the 2021 Securities Program while the Oversubscription Option of up to [₱2.75 billion] will constitute the seventh Tranche of the 2019 Securities Program. The Bonds shall be issued on [October 7, 2021], or such other date as may be agreed upon by the Issuer, and the Joint Lead Underwriters and Bookrunners (“Issue Date”) and shall have a term ending ten (10) years from the Issue Date or on [October 7, 2031] (“Maturity Date”) with a fixed interest rate of [•]% per annum, and with a repricing on the fifth year and optional redemption on the seventh, eighth, or ninth year. Interest on the Bonds shall be calculated on a European 30/360-day count basis and shall be paid quarterly in arrear. Other securities shall be issued as provided by applicable SEC rules and regulations effective at the time of issuance. Subject to the consequences of default as contained in the Trust Indenture, and unless otherwise redeemed prior to the Maturity Date, the Bonds will be redeemed at par (or 100% of face value) on its Maturity Date. The Bonds shall constitute the direct, unconditional, and unsecured obligations of Ayala Land and shall at all times rank pari passu and ratably without any preference or priority amongst themselves and at least pari passu with all other present and future unsecured obligations of Ayala Land, other than obligations preferred by law. The Bonds shall effectively be subordinated in right of payment to, among others, all of Ayala Land’s secured debts to the extent of the value of the assets securing such debt and all of its debt that is evidenced by a public instrument under Article 2244(14) of the Civil Code of the Philippines without a waiver of preference or priority. The Bonds have been rated PRS Aaa with a Stable Outlook by Philippine Rating Services Corporation (“PhilRatings”). Obligations rated PRS Aaa are of the highest quality with minimal credit risk. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong. PRS Aaa is the highest rating assigned by PhilRatings. A Stable Outlook is assigned when a rating is likely to be maintained or to remain unchanged in the next 12 months. The rating is not a recommendation to buy, sell, or hold the Securities, and may be subject to revision, suspension, or withdrawal at any time by PhilRatings. The Bonds shall be offered to the public at face value through the Joint Lead Underwriters and Bookrunners, with the Philippine Depository & Trust Corp. (“PDTC”) as the Registrar of the Bonds. It is intended that upon issuance, the Bonds shall be issued in scripless form, with PDTC maintaining the scripless Register of Bondholders, and listed in the Philippine Dealing & Exchange Corp. (“PDEx”). The Bonds shall be issued in denominations of ₱50,000.00 each, as a minimum, and in multiples of ₱10,000.00 thereafter, and traded in denominations of ₱10,000.00 in the secondary market. i The net proceeds of the Offer, assuming full exercise of the Oversubscription Option, are estimated to amount to approximately ₱[5.43] billion after deducting fees, commissions, and expenses relating to the issuance. Proceeds of the Offer are intended to be used for refinancing, capital expenditures, and general corporate requirements (see “Use of Proceeds”). The Joint Lead Underwriters and Bookrunners shall receive a fee of up to 0.375% on the final aggregate nominal principal amount of the Bonds. Within three (3) years after the 2021 Securities Program is rendered effective by the SEC, the Company may, at its sole discretion, offer any or all of the remaining balance of the aggregate principal amount of Securities covered by such registration statement, in one or more subsequent Tranches under Rule 8.1.2 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code. The shelf registration provides the Company with the ability to take advantage of opportunities in a volatile debt capital market, as these occur. However, there can be no assurance in respect of: (i) whether Ayala Land would issue such Bonds at all; (ii) the size or timing of any individual issuance or the total issuance of such Bonds; or (iii) the specific terms and conditions of any such issuance. Any decision by Ayala Land to offer the Bonds will depend on a number of factors at the relevant time, many of which are not within Ayala Land’s control, including but not limited to: prevailing interest rates, the financing requirements of Ayala Land’s business and prospects, market liquidity and the state of the domestic capital market, and the Philippine, regional and global economies in general. The Offer is being conducted exclusively in the Philippines and pursuant to requirements under Philippine laws, rules and regulations that may be different from those of other countries and jurisdictions.