(SEC Reg. No. 34218)

KNOW ALL MEN BY THESE PRESENTS THAT:
WE, all of legal age and residents of the Philippines, have this day voluntarily associated ourselves for the purpose of forming a corporation in accordance with the laws of the Philippines; and

BY THESE PRESENTS CERTIFY:

FIRST - That the name of the said Corporation is: "AYALA CORPORATION"

SECOND - That the purpose or purposes for which said Corporation is formed are as follows:

PRIMARY
To take over, carry on, undertake and acquire the business, assets and goodwill of the general partnership known as Ayala y Compania (Ayala and Company) and to assume all the obligations and liabilities of the said partnership, actual and contingent.

(Note: Contains amendments to Article VII adopted on February 22, 2011 by majority vote of the Board of Directors and April 18, 2011  by the vote of stockholders owning or representing at least two-thirds of the outstanding capital stock, and certified to be filed with the Securities and Exchange Commission on June 7, 2011)