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Preliminary Offering Memorandum

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Preliminary Offering Memorandum Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City 1226 Telephone Number: (632) 7750-6974 PRELIMINARY OFFER SUPPLEMENT OFFER OFFER SUPPLEMENT IS SUBJECT TO PERMIT TO OFFER TO SELL SECURITIES HAS Up to ₱6.0 Billion Fixed-rate Bonds Due 2022 Fourth Tranche under its ₱50.0 Billion Securities Program UNTIL UNTIL A Issue Price: 100% of Face Value Interest Rate: []% p.a. THIS PRELIMINARY Joint Lead Underwriters and Bookrunners The date of this Preliminary Offer Supplement is May 8, 2020. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") AND WAS RENDERED EFFECTIVE COVERING ₱50.0 BILLION OF SECURITIES. OF SUCH SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE CONSIDERED A SOLICITATION BUY. OFFER TO AN BE CONSIDERED OF TO SELL AN OFFER OR CONSTITUTE SHALL NOT AMOUNT, ₱8.0 BILLION OF SECURITIES WERE ISSUED ON MAY 06, 2019, ₱3.0 BILLION OF SECURITIES WERE ISSUED ON SEPTEMBER 30, 2019 AND ₱10.0 BILLION OF SECURITIES WERE ISSUED ON NOVEMBER 06, 2019. THE SEC HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS PRELIMINARY OFFER SUPPLEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD OR OFFERS TO BUY THE SAME BE ACCEPTED BEEN ISSUED AND CHANGE/COMPLETION BY THE SECURITIES AND EXCHANGE COMMISSION Ayala Land, Inc. (“ALI,” “Ayala Land,” the “Issuer” or the “Company”) prepared the prospectus dated April 16, 2019 and the prospectus dated September 12, 2019 (the “Prospectus”) relating to the offering of debt and other securities as provided by applicable Securities and Exchange Commission (“SEC”) rules and regulations effective at the time of issuance (the "Securities") of up to ₱50,000,000,000 to be issued in one or more tranches (each a “Tranche”) as authorized by a resolution of the Board of Directors of the Company dated February 27, 2019 (“Securities Program”). A registration statement filed by the Company covering the Securities Program was rendered effective by the SEC by its order dated April 22, 2019 (the “Shelf Registration”). For the first tranche of the Securities Program with a principal amount of ₱8,000,000,000, a certificate of permit to offer securities for sale (“SEC Permit”) of such bonds was issued on April 22, 2019. The SEC Permit covering the second tranche of the Securities Program with a principal amount of ₱3,000,000,000 was issued on September 13, 2019. The SEC Permit covering the third tranche of the Securities Program with a principal amount of ₱10,000,000,000 was issued on October 18, 2019. This Offer Supplement (and as the context requires, the term includes the Prospectus) relates to the fourth tranche of the Securities which is in the form of fixed-rate bonds with a principal amount of up to ₱6,000,000,000 (the “Offer” or the “Fixed-rate Bonds”), and which shall be issued on [●], 2020 (the “Issue Date”), or such other date as may be agreed upon by the Issuer, and the Joint Lead Underwriters and Bookrunners. This Offer Supplement contains the final terms of the Fixed-rate Bonds and must be read in conjunction with the Prospectus. Full information on the Company and this Offer are only available on the basis of the combination of this Offer Supplement, the Prospectus, and all other Bond Agreements. All information contained in the Prospectus are deemed incorporated by reference in this Offer Supplement. The Fixed-rate Bonds shall have a term ending two (2) years from the Issue Date with a fixed interest rate of [●]% per annum. Interest on the Fixed-rate 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 Fixed-rate Bonds will be redeemed at par (or 100% of face value) on its Maturity Date. The Fixed-rate 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 Fixed-rate 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 Fixed-rate Bonds has been rated [●] by Philippine Rating Services Corporation (“PhilRatings”). Obligations rated [●]. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong [●]. 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 Fixed-rate 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 Fixed- rate Bonds. It is intended that upon issuance, the Fixed-rate 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 Fixed-rate 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. Currently, Ayala Land has issued three (3) Tranches in the form of fixed-rate bonds totaling to ₱21,000,000,000 out of its ₱50,000,000,000 Securities Program. For the fourth tranche of Securities, which will be in the form of the Fixed-rate Bonds, the net proceeds are estimated to amount to approximately ₱[5,920,834,970], after deducting fees, commissions, and expenses relating to the issuance. Proceeds of the Offer are intended to be used to partially finance the Company’s general corporate requirements and/or capital expenditure requirements, particularly for its leasing business ii (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 Fixed-rate Bonds. Within three (3) years following the effectivity date of the Shelf Registration, 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 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 Fixed-rate Bonds at all; (ii) the size or timing of any individual issuance or the total issuance of such Fixed-rate Bonds; or (iii) the specific terms and conditions of any such issuance. Any decision by Ayala Land to offer the Fixed-rate 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. No action has been or will be taken by the Issuer or any person on behalf of the Issuer to permit an offering of the Fixed-rate Bonds in any jurisdiction other than the Philippines, where action for that purpose is required. Accordingly, the Fixed-rate Bonds may not be offered or sold, directly or indirectly, nor may any offering material relating to the Fixed-rate Bonds be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction. Ayala Land confirms that the Prospectus and this Offer Supplement contain all information relating to the Company, its subsidiaries and affiliates which are, in the context of the issue and offering of the Fixed-rate Bonds, material (including all information required by the applicable laws of the Republic of the Philippines). There are no other facts that the omission of which would make any statement in the Prospectus and this Offer Supplement misleading in any material respect. Ayala Land confirms that it has made all reasonable inquiries in respect of the information, data and analysis provided to it by its advisors and consultants or which is otherwise publicly available for inclusion into the Prospectus and this Offer Supplement. Ayala Land, however, has not independently “verified” any such publicly available information, data or analysis. Neither the delivery of the Prospectus and the Offer Supplement nor any sale made pursuant to the Offer shall, under any circumstance, create any implication that the information contained or referred to in the Prospectus and this Offer Supplement are accurate as of any time subsequent to the date hereof.
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