ASIAN TERMINALS, INC.
ATI Head Office, A. Bonifacio Drive, Port Area, Manila
Tel. No. 8528-6000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Asian Terminals, Inc.:
Notice is hereby given that the 2021 annual meeting will be virtually conducted and streamed live on the link https://bit.ly/ATI_2021ASM on April 22, 2021, 2:00 p.m., to consider and take action upon the following matters:
1. Call to Order.
2. Proof of Notice and Quorum.
3. Approval of the Minutes of the Annual Stockholders’ Meeting held on June 4, 2020.
4. Chairman’s Address.
5. Election of Directors.
6. Approval of the Audited Financial Statements for the Year Ended December 31, 2020.
7. Appointment of Independent Auditors.
8. Ratification of ATI-POMS Management Contract.
9. Approval and Ratification of the Acts of the Board and the Management during the year 2020.
10. Other Matters.
11. Adjournment.
All stockholders of record at the close of business on March 25, 2021 are entitled to notice and to vote at the annual meeting and at any adjournment thereof. The stock and transfer books of the Company will be closed from March 25 up to April 22, 2021.
In line with the guidelines of the National Government relative to public gatherings and to ensure the safety and welfare of the stockholders against the COVID19 risk, the Board of Directors on February 24, 2021, resolved to hold the annual meeting virtually, pursuant to applicable SEC regulations.
The Information Statement and its attachments is accessible at the PSE EDGE website and ATI Website: http://bit.ly/ATI_DefinitiveInformationSheet.
The detailed procedure of the registration and voting process are stated in Appendix “A” hereof.
Manila, Philippines, March 5, 2021.
RODOLFO G. CORVITE, JR.
Corporate Secretary
APPENDIX “A”
Procedure for the Registration, Participation and
Voting in the 2021 Annual Stockholders’ Meeting
In line with the guidelines of the National Government relative to public gatherings and to ensure the safety of ATI stockholders, directors, officers and other stakeholders against the COVID19 risk, the Board of Directors on February 24, 2021, resolved to hold the annual meeting by remote communication or virtually, pursuant to applicable SEC regulations.
All stockholders of record at the close of business on March 25, 2021 are entitled to notice and to vote at the annual meeting and at any adjournment thereof.
A) REGISTRATION: Stockholders may register to participate in the virtual meeting at the Registration Portal (“Registration Portal”) at: https://bit.ly/3c485yC
Registration will be from 9:00 am of April 5, 2021 until 7:00 pm of April 12, 2021.Stockholders are advised to register as early as possible. To proceed with the registration, personal information will be required. For identification, the Company shall only accept a scanned back to back copy of one valid government-issued ID bearing photo and signature which will be uploaded in the Registration Portal. Consent to process the personal information is included in the Registration Portal.
1. Individual stockholder with shares recorded in their name: name, valid email address, active contact number and upload a valid government-issued ID.
For stockholders with joint accounts, only the authorized stockholder will register and in addition to the above, shall upload scanned copy of a notarized authorization letter signed by the other stockholders, indicating who among them would be authorized to participate and/or vote and upload their valid government-issued IDs.
Individual Stockholder under a broker/ PCD: in addition to the name, valid email address, active contact number and a valid government-issued ID, the stockholder needs to coordinate with his broker and secure a duly signed Broker’s Certification stating the full account name and account or reference number which shall be uploaded in the Registration Portal.
2. Corporate stockholder: the duly authorized representative of the corporate stockholder shall register and provide his name, valid email address, active contact number, valid government-issued ID and the scanned copy of the notarized Secretary’s Certificate and proxy appointing either the ATI Chairman or President.
A proxy given by a broker in respect of shares of stock held by such broker for the account of the beneficial owner must be accompanied by a certification under oath stating the number of shareholdings and a that the broker has obtained the written consent or authorization of the account holder.
The Company reserves the right to require additional documents as may be necessary or relevant.
B) VALIDATION: A notification by email from ATI2021SHMeeting@asianterminals.com.ph shall be received by the stockholder together with a unique passcode which shall be used to access the ATI Voting Portal or other instructions. For queries, the stockholders may communicate with the Company through the above-mentioned email address.
Stockholders may only appoint the ATI Chairman or the President as proxy. Proxies should be submitted on or before 7pm of April 12, 2021. The duly accomplished scanned copy of the proxy may be uploaded by the stockholder upon registration or hard copies may be sent at the address below. Proxies will be validated on April 13, 2021 at the said address.
Office of the Corporate Secretary
Asian Terminals, Inc.
ATI Head Office, A. Bonifacio Drive
Port Area, Manila, 1018
C) VOTING: All the agenda items indicated in the Notice will be set out in the ATI Voting Portal (“Voting Portal”). Voting shall be online and the Voting Portal shall be open from 9:00 am of April 13, 2021 up to 7:00 pm of April 20, 2021, in the link below:
https://bit.ly/2AinOer
1. Individual stockholder with shares recorded in their name: they may access the Voting Portal by providing the valid email address they used in the registration and the sent unique passcode.
For stockholders with joint accounts, only the stockholder who registered and was authorized by the joint stockholders shall vote by providing the valid email address they used in the registration and the unique passcode.
Individual Stockholder under a broker/ PCD: they may access the Voting Portal by providing the valid email address they used in the registration and the unique passcode.
2. Corporate stockholder or broker. Either the ATI Chairman or the President may vote, as may be provided in the proxy.
The Office of the Corporate Secretary shall tabulate all votes received and the results shall be validated by R.G. Manabat and Co.
D. QUORUM: The following stockholders shall be deemed present for purposes of quorum:
a) whose registrations are validated
b) who sent their accomplished proxies and validated
c) who voted from 9:00 am of April 13, 2021 up to 7:00 pm of April 20, 2021.
E. LIVESTREAM: The meeting will be streamed live on April 22, 2021 at 2pm, on the link https://bit.ly/ATI_2021ASM Every item in the agenda for approval of the stockholders will be shown on the screen during the livestreaming as the same is taken up at the meeting. During the meeting, the Secretary shall report the votes received and inform the stockholders if the particular item is carried or disapproved. The total number of votes cast for each item for approval under the agenda will be shown on the screen.
F. QUESTIONS: Questions on the items in the Agenda may be sent to ATI2021SHMeeting@asianterminals.com.ph with the subject heading “ASM 2021 Question” and the identity of the sender must be stated after the question. Replies may be given during the meeting and any unanswered will be replied to by email.