Asian Terminals Inc Notice of Annual Meeting of Shareholders
Asian Terminals Inc.
ATI Headquarters, A. Bonifacio Drive, Port Area, Manila
Phone. No. 8528-6000
Asian Terminals Inc Notice of Annual Meeting of Shareholders
To the Shareholders of Asian Terminals, Inc.:
In order to ensure the safety and well-being of shareholders against the Covid 19 risk, the Board of Directors on March 1, 2022 decided to hold the annual meeting virtually, in accordance with the applicable regulations of the SEC. The Annual Meeting will take place virtually and will be streamed live at https://bit.ly/ATI_ASM2022.on April 28, 2022, 2 p.m.., to consider and take action on the following issues:
1. Call to order. This officially begins the meeting.
2. Proof of meeting and quorum. The Corporate Secretary will certify that the notice of meeting has been sent to shareholders on the record date and that a quorum is present.
3. Approval of the minutes of the General Shareholders’ Meeting of April 22, 2021. The minutes record the proceedings of the 2021 annual meeting. The minutes have been included in the information statement and can be viewed on the company’s website https://www.asianterminals.com.ph /ati_disclosures_minutesofmeeting.aspx
4. President’s speech. The Chairman will address shareholders and provide highlights of the company’s business activity and performance in 2021.
5. Election of directors. The candidates are named in section 5 of the information document, together with their qualifications and profiles for the election of shareholders. In accordance with the bylaws, directors (including independent directors) will be elected annually and will hold office until the next annual meeting and until their successor has been elected and qualified. In accordance with the Company’s Corporate Governance Handbook and applicable SEC regulations, an independent director who has served more than nine (9) consecutive years beginning in 2012, may serve as such based on meritorious credentials. and with shareholder approval. Chief Justice Artemio V. Panganiban has been the independent director of the company since 2010 and the board decided to retain him as an independent director on the basis of meritorious justification, subject to shareholder approval. (Please see Section 5(a)(1) of the Information Statement) The shareholder’s vote in favor implies approval of the justification, failing which he may choose to abstain.
6. Approval of the audited financial statements for the year ended December 31, 2021. Shareholders are invited to approve the 2021 audited financial statements, a copy of which is attached to the information statement.
7. Appointment of independent auditors. Appointment of RG Manabat & Co. as independent auditors for 2022. Shareholder approval is sought.
8. Approval and Ratification of Board and Management Acts during 2021. The acts of the board of directors and the management in 2021 have been summarized in point 15 of the information document distributed. Shareholder approval and ratification is sought.
9. Other topics. Any other matter relevant to the meeting may be raised by shareholders.
ten. Adjournment. This is to officially end the meeting.
All shareholders of record at the close of business on March 31, 2022 are entitled to receive notice of and vote at the annual meeting and any adjournment thereof. The Company’s share and transfer books will be closed from March 31 to April 28, 2022.
The shareholders can only appoint the president of the ATI or the president as proxy. Proxies must be submitted on or before 7 p.m. on April 18, 2022. Please refer to Appendix “A” for the procedure. Proxies will be validated on April 22, 2022 at the Office of the Secretary General, ATI Head Office, A. Bonifacio Drive, Port Area, Manila, 1018.
The Information Statement and its attachments are accessible on the PSE EDGE website and on the ATI website at https://www.asianterminals.com.ph
The detailed procedure of the registration and voting process is indicated in Annex A” hereof.
Manila, Philippines, March 16, 2022.
RODOLFO G. CORVITE, JR.
Procedure for registration, participation and voting at the 2022 General Meeting of Shareholders
In order to ensure the safety of ATI’s shareholders, directors, managers and other stakeholders against the COVID19 risk, the board of directors of March 1, 2022 decided to hold the annual meeting by remote communication or virtually, in accordance with the applicable SEC regulations.
All shareholders of record at the close of business on March 31, 2022 are entitled to receive notice of and vote at the annual meeting and any adjournment thereof.
A) REGISTRATION: Shareholders can register to participate in the virtual Meeting on the Registration Portal (“Registration Portal”) at: https://bit.ly/34INqR7
Registration will run from April 8, 2022 at 9:00 a.m. until April 18, 2022 at 7:00 p.m. Shareholders are advised to register as early as possible. To proceed with the registration, personal information will be required. For identification, the Company will only accept a scanned copy of both sides of a valid government-issued photo ID with signature which will be uploaded to the registration portal. Consent to the processing of personal information is included in the registration portal.
1. Individual shareholder whose shares are registered in his name: name, valid email address, active contact number and upload a valid government-issued ID.
For shareholders holding joint accountsonly the authorized shareholder will register and, in addition to the above, upload a scanned copy of a notarized letter of authorization signed by the other shareholders, indicating which of them would be authorized to participate and/or vote and upload their valid government-issued IDs.
Individual Shareholder under a broker/PCD: In addition to name, valid email address, active contact number and valid government issued ID, shareholder must coordinate with their broker and obtain broker certification duly Signed showing the full account name and account or reference number which must be uploaded into the registration portal.
2. Company shareholder: The duly authorized representative of the company shareholder must register and provide their name, a valid email address, an active contact number, a valid government-issued ID and the scanned copy of the certificate notarized of the secretary and of the power of attorney appointing the president or the president of the ATI.
A proxy given by a broker in respect of shares held by such broker on behalf of the beneficial owner must be accompanied by an affidavit stating the number of holdings and certifying that the broker has obtained the written consent or authorization of the account holder.
The Company reserves the right to require additional documentation if necessary or relevant.
B) VALIDATION: An e-mail notification from [email protected] must be received by the shareholder with a unique access code which must be used to access the ATI voting portal or other instructions. For any questions, shareholders may communicate with the Company via the e-mail address mentioned above.
The shareholders can only appoint the president of the ATI or the president as proxy. Proxies must be submitted no later than 7 p.m. on April 18, 2022. The completed scanned copy of the proxy can be downloaded by the shareholder upon registration or hard copies can be sent to the address below. Proxies will be validated on April 22, 2022 at said address.
Office of the General Secretary Asian Terminals, Inc.
ATI Headquarters, A. Bonifacio Drive, Port Area, Manila, 1018
VS) VOTE: All agenda items identified in the Notice will be posted on the ATI Voting Portal (“Voting Portal”). The vote will be done online and the voting portal will be open from 9:00 a.m. on April 19, 2022 to 7:00 p.m. on April 26, 2022, in the link below:
1. Individual shareholder whose shares are registered in his name: they can access the voting portal by providing the valid email address they used during registration and the unique access code sent.
For shareholders holding joint accountsonly the shareholder who has registered and has been authorized by the co-shareholders can vote by providing the valid e-mail address he used during registration and the unique access code.
Individual Shareholder under a broker/PCD: they can access the voting portal by providing the valid email address they used during registration and the unique access code.
2. Corporate shareholder or broker. The President of the ATI or the President may vote, as indicated in the proxy.
The Office of the Corporate Secretary will tally all votes received and the results will be validated by RG Manabat and Co.
D. QUORUM: The following shareholders are deemed present for quorum purposes:
a) whose registrations are validated
b) who have sent their proxies completed and validated
c) who voted to 9:00 a.m. on April 18, 2022 until 7:00 p.m. on April 26, 2022.
E. DIRECT: The meeting will be broadcast live on April 28, 2022 at 2 p.m., on the link https://bit.ly/ATI_ASM2022 Each agenda item submitted for shareholder approval will be displayed on the screen during the live broadcast as the meeting progresses. During the meeting, the secretary reports the votes received and informs the shareholders whether the article in question is adopted or disapproved. The total number of votes cast for each item to be approved as part of the agenda will be displayed on the screen.
F. QUESTIONS: Questions on agenda items can be directed to [email protected] on or before 7 p.m. on April 26, 2022 with the subject “Question ASM 2022” and the identity of the sender must be indicated after the question. Answers may be given during the meeting and any unanswered answer will be answered by e-mail.