BY-LAWS OF AYALA CORPORATION
(SEC Reg. No. 34218)


ARTICLE I

Corporate Capital and Shares

Section 1 - The authorized capital of the Corporation shall be as provided in the Articles of Incorporation. (As Amended on 07 May 1976).

The stockholders of the Corporation shall have preferred right to subscribe to all new issues of its stocks in the event of issue of additional shares of stock or of any increase in capital.

Section 2 - Each stockholder who has fully paid his subscription shall be entitled to a certificate or certificates setting forth the number of shares of stock the Corporation registered in his name in the books thereof. Each stock certificate shall be numbered, shall bear the signatures of the President and the Secretary and the seal of the Corporation, and shall be issued in numerical order from the stock certificate book. No certificate shall be issued for fractional shares.

Section 3 - A stock certificate may be transferred, sold, assigned or pledged by written endorsement on the back and the delivery thereof by the transferor to the transferee, but the Corporation shall continue to consider the person in whose name the certificate was issued as owner thereof, until such certificate shall have been surrendered to the Secretary for cancellation and replace by a new certificate in the name of the transferee.

Section 4 - All certificates so surrendered to the Secretary shall be marked by him with the word “CANCELLED” and the date of cancellation and shall forthwith be attached to the corresponding stub of the stock certificate book.

Section 5 - Duplicate of lost or destroyed certificates or new certificates to replace said lost or destroyed certificates, may be issued in accordance with the requirements of existing laws, more particularly, R.A. No. 201. (Now Section 73 of the Corporation Code).

Section 6 - No transfer may be recorded in the stock and transfer book on the dates of stockholders’ meetings and within five (5) working days from the Record Date to enable the Corporation to prepare the list of stockholders entitled to vote, but the said stock and transfer book shall be open to inspection by any stockholder any time during office hours. (As amended on 01 December 2003).

ARTICLE II

Investment of Corporate Capital

Section 1 - The funds of the Corporation other than the sums necessary for current expenses shall be invested as may be directed by the Board of Directors in accordance with the Articles of Incorporation and subject to the limitations provided by existing laws. Section 2 - All cash of the Corporation shall be deposited in its name in such banks and credit institutions as the Board of Directors may designate. ...

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