Code of Conduct

INTRODUCTION

Ayala Corporation (“Ayala” or the “Corporation”) is a company that has achieved its position of leadership by being values-driven and by adopting as part of its basic operating principles the commitment of doing its business with the highest ethical standards. Ayala and its directors, officers and employees are fully committed to promote a culture of good corporate governance anchored on core values of integrity, long-term vision, empowering leadership and commitment to national development. This Code of Conduct and Ethics (the “Code”) is the embodiment of the values and principles shared by Ayala and its people. It is a symbol of renewal of commitment to long-held values and ethical standards that have been the foundation for the growth and continued success of the Corporation. This Code, together with its Implementing Rules and Policies, the Corporation’s Human Resources Manual of Policies and Procedures, the Employee Handbook and other company policies, serves as guide to the directors, officers, and employees of Ayala in their relationships among themselves and with the Corporation’s customers, shareholders and business partners, as well as with the government and the public. All directors, officers, and employees of Ayala are enjoined to comply with the Code in their decisions, transactions, and interactions and to abide by the principle of “doing the right thing” at all times.

PART I

BUSINESS CONDUCT AND ETHICS

1. COMPLIANCE

   1. Conduct business in accordance with Philippine laws and regulations;

   2. Personally and firmly adhere to the standards and restrictions imposed by laws and regulations as well as the Corporation’s policies, rules and procedures; and

   3. Ensure compliance with all disclosure requirements, making sure that all disclosures of material information are full, fair, accurate, clear and timely.

2. FAIR DEALING

3. CONFIDENTIALITY OF INFORMATION

4. PROPER USE OF COMPANY ASSETS AND RESOURCES

5. CONFLICT OF INTEREST

6. OUTSIDE EMPLOYMENT