ICTSI Notice of 2020 Annual Stockholders' Meeting

Notice is hereby given that the 2020 Annual Stockholders’ Meeting (ASM) of International Container Terminal Services, Inc. (ICTSI) will be held and conducted in a virtual platform or online format at 10:00am on Thursday, June 18, 2020 at https://www.ictsi.com/2020asm, with the following agenda:

1. Call to order. The call is done to officially open the meeting.
    
2. Determination of existence of quorum. The presence of shareholders holding at least majority of the outstanding shares is required for the existence of a quorum.
    
3. Approval of the Minutes of the ASM held on April 11, 2019. Said minutes record the proceedings at the last stockholders’ meeting prior to this meeting.
    
4. Chairman’s Report. The Chairman’s Report will present a summary of business operation of the corporation and its subsidiaries during preceding fiscal year.
    
5. Approval of the Chairman’s Report and the 2019 Audited Financial Statements. Having heard the report, the shareholders are asked to approve the Chairman’s Report and the Audited Financial Statements.
    
6. Approval/ratification of acts, contracts, investments and resolutions of the Board of Directors and Management since the last ASM. Said acts, contracts, investments and resolutions are summarized in Item 15 of the Information Statement (SEC Form 20-IS) made available to the shareholders through the Company website and PSE Edge Portal and approval thereof by the stockholders is sought.
    
7. Election of Directors. The incumbent directors are named in Item 5 of the Information Statement, together with their respective profiles and qualifications. The directors of the corporation are elected at the ASM to hold office until the next succeeding annual meeting, and until their respective successors have been elected and qualified.
    
8. Appointment of External Auditors. The appointment of the external auditor named in Item 7 of the Information Statement is being sought.
    
9. Other matters. Any other matter, which may be brought to the attention of the stockholders, may be taken up. 
    
10. Adjournment. This is done to officially end the meeting.
     

The dividend policy of the Corporation is described in the section entitled “Dividends and Dividend Policy” in Item 15 of the Information Statement.

The Board of Directors fixed May 18, 2020 as the record date for the purpose of determining the stockholders entitled to notice and to vote at said meeting.

To ensure the safety and welfare of our stockholders and other stakeholders and as a precaution against the COVID-19 risk, ICTSI’s Board of Directors has approved on May 22, 2020 in accordance with SEC rules a virtual ASM for 2020. The meeting will be held online by remote communication and voting will be in absentia.

The specific procedures for participating in the meeting through remote communication and voting in absentia are set forth in Appendix “A” hereof.

Registration to participate in the virtual meeting can be done at https://www.ictsi.com/2020asm from 9:00am on June 1, 2020 until 5:00pm on June 15, 2020. Provided that, for shareholders who will appoint a proxy, the duly accomplished proxy forms must be submitted on or before 5:00 p.m. on June 9, 2020. Please note that corporate shareholders are required to submit a proxy.

By registering to participate in the virtual ASM, a stockholder or a proxy or representative of the stockholder agrees that ICTSI and its service providers will process their sensitive personal information necessary to verify their identity and authority. Please review the data privacy policy in the registration platform. A stockholder who fails to comply with the registration requirement will not be able to participate in the virtual ASM.

If you are unable to join the meeting but wish to vote on items in the agenda, you may appoint the Chairman of the meeting as your proxy with specific voting instructions which will be duly counted. Please send your proxy on or before 5:00 p.m. on June 9, 2020 to the Office of the Corporate Secretary by email to [email protected].

The Office of the Corporate Secretary and the Stock Transfer Services Inc. will conduct the proxy validation at the Executive Lounge, 4/F ICTSI Administration Building, South Access Road, MICT, Port of Manila on June 11, 2020 at 10:00am.

This Notice supersedes the Notice of Stockholders’ Meeting submitted to the Philippine Stock Exchange on March 20 and April 22, 2020.