Notice to ATI Stockholders: Virtual ASM on June 4

May 18, 2020

ASIAN TERMINALS, INC.

ATI Head Office, A. Bonifacio Drive, Port Area, Manila

Tel.No. 8528-6000

AMENDED NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Asian Terminals, Inc.:

Please be advised that in a special Board meeting held on March 30, 2020, the Board unanimously approved the postponement of the Annual Stockholders’ Meeting from April 23, 2020 to June 4, 2020, 2:00 p.m. All stockholders of record at the close of business on May 5, 2020 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 May 5 up to June 4, 2020.

In light of the COVID-19 pandemic and the quarantine restrictions enforced by the National Government, specifically on mass gatherings and physical distancing, the Board further resolved in a special meeting held on May 11, 2020, that the annual meeting will be virtually conducted and streamed live on the link  https://bit.ly/ATI_2020ASM

Stockholders may attend or participate by sending an email to ATI2020SHMeeting@asianterminals.com.ph from May 20 until 11:59 pm of May 26, 2020. For validation, the stockholders shall provide in the email their name, address and contact number with a back to back scanned copy of one valid government-issued ID bearing their photo and signature. Upon validation, a notification shall be sent to the stockholder by email together with a unique passcode which will be used to access the voting portal at https://bit.ly/2AinOer cast their votes. The voting portal shall be open from 9am of May 27 until 11:59 pmof June 2, 2020.

Stockholders or those holding shares through a broker, may also vote by sending their duly accomplished proxies, appointing the Chairman or the President on or before the close of business hours on May 29,2020. The duly accomplished proxies may be sent by email with the subject heading “ATI Proxy 2020”at ATI2020SHMeeting@asianterminals.com.ph and at the address below for hard copies. Proxies will be validated on May 29, 2020 at the said address.

Office of the Corporate Secretary

Asian Terminals, Inc.

ATI Head Office, A. Bonifacio Drive

Port Area, Manila, 1018

The detailed procedure for the conduct of the virtual meeting shall be posted in the Company website at www.asianterminals.com.ph.

Copy of the Definitive Information Statement with the attachments is available and may be accessed at PSE EDGE and on the ATI website on the link below: https://bit.ly/2SUg9cG


AGENDA OF ANNUAL MEETING OF STOCKHOLDERS

The following matters will be taken up during the meeting:

  1. Call to Order. This officially commences the meeting.
  2. Proof of Notice and Quorum. The Corporate Secretary, will certify that the notice of meeting had been sent to stockholders as of record date and that there is a quorum.
  3. Approval of the Minutes of the Annual Stockholders’ Meeting held on April 25, 2019. The Minutes record the proceedings of the 2019 annual meeting. A copy of the 2019 minutes may be accessed in the Company website at: https://bit.ly/3fCU7Vz
  4. Chairman’s Address. The Chairman will address the stockholders and present the highlights of the business operation and performance of the corporation in 2019.
  5. Election of Directors. The nominees are named in Item 5 of the Information Statement, together with their qualifications and profiles for the election of the stockholders. Pursuant to the by-laws, the directors (including the independent directors) shall be elected annually and shall hold office until the next annual meeting and until his successor shall have been elected and qualified.
  6. Approval of the Audited Financial Statements for the Year Ended December 31, 2019. The stockholders are asked to approve the 2019 Audited Financial Statements, copy of which is attached to the Definitive Information Statement.
  7. Appointment of Independent Auditors. The appointment of R.G. Manabat & Co. as the independent auditors for 2020. Approval of the stockholders is sought.  
  8. Approval and Ratification of the Acts of the Board and the Management during the year 2019. The acts of the Board and Management in 2019 were summarized in Item 15 Definitive Information Statement. Approval and ratification of the stockholders is sought. 
  9. Other Matters. Any other relevant matter to the meeting may be raised by the stockholders.  
  10. Adjournment. This is to officially end the meeting.

 
Manila, Philippines, May 11, 2020.

      

Signed:

RODOLFO G. CORVITE JR.

Corporate Secretary     

                                                                                                                                                                                                                            

Procedure for Virtual 2020 AnnualMeeting

  1. Stockholders may attend in the virtual meeting by sending an email with the subject heading “ATI SH Registration” to ATI2020SHMeeting@asianterminals.com.ph from May 20 until 11:59 pm of May 26, 2020.For validation, the stockholders shall provide in the email their name, address and contact number with an attached back to back scanned copy of one valid government-issued ID bearing their photo and signature.
  2. Upon validation, a notification shall be sent to the stockholder by email together with a unique passcode which shall be used to access the ATI Voting Portal at https://bit.ly/2AinOer and cast their votes. The voting portal shall be open from 9am of May 27 until 11:59 pm of June 2, 2020.
  3. Stockholders or those holding shares through a broker[1], may also vote by sending their duly accomplished proxies, appointing the Chairman or the President on or before the close of business hours on May 29, 2020. The duly accomplished proxies may be sent by email with the subject heading “ATI Proxy 2020” at ATI2020SHMeeting@asianterminals.com.ph and at the address below for hard copies. Proxies will be validated on May 29, 2020 at the said address.

 

Office of the Corporate Secretary

Asian Terminals, Inc.

ATI Head Office, A.Bonifacio Drive

Port Area, Manila, 1018

 

  1. Stockholders who did not register or notify to vote in absentia may attend the meeting by viewing the livestream at the link https://bit.ly/ATI_2020ASM
  2. The following stockholders deemed present for purposes of quorum, shall be those:

a)   who notified and whose registrations are validated from May 20 until 11:59 pm of May 26, 2020.

b)   who sent their accomplished proxies on or before close of business on May 29, 2020.

c)    who voted from 9am of May 27 until 11:59pm of June 2, 2020.

  1. 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.
  2. The Office of the Corporate Secretary shall tabulate all votes received and the results shall be validated by R.G. Manabat and Company. During the meeting, the Secretary shall report the votes received and inform the stockholders if the particular agenda 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.
  3. Questions on the items in the Agenda may be sent to ATI2020SHMeeting@asianterminals.com.ph with the subject heading “ASM 2020 Question” and in the format below.

 

STOCKHOLDER’S NAME:________________

QUESTION:____________________________

 

Questions may be responded to during the meeting and any unanswered will be replied to by email.

 


[1] Stockholders need to coordinate with their brokers. Also, a proxy given by abroker in respect of shares of stock carried by such broker for the account ofthe beneficial owner must be accompanied by a certification under oath statingthat the broker has obtained the written consent of the account holder.