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C. OTHER MATTERS<br />

Item 8. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS<br />

Investment in Supercat Fast Ferry Corporation<br />

In November 2010, the board of ATS approved a resolution to increase its investment in SFFC by<br />

350,000 common shares at a subscription price of P70 million thereby increasing its ownership from<br />

160,000 common shares to 510,000 common shares.<br />

SFFC is in the business of providing fast craft passenger services under the SuperCat brand name.<br />

Disposition of investments in ABOJEB, AJMSI, JMI and JMBVI<br />

In December 2010, the ATS’ board approved the sale of ATS’ 62.5% equity in Aboitiz Jebsen Bulk<br />

Transport Corporation, Aboitiz Jebsen Manpower Solutions, Inc. and Jebsen Maritime, Inc, to Aboitiz<br />

Equity Ventures, Inc. (AEV) for a total price of P 355,908,432. The companies are engaged in bulk<br />

transport, manning and crew management, and ship management.<br />

The board also approved the sale of the 50% interest of ATS in Jebsen Maritime (BVI) Limited, a<br />

chartering company, to Aboitiz & Company, Inc. (ACO) for P 44,000,000.<br />

The sale of ATS’ shareholdings in the Aboitiz Jebsen companies is in line with the sale of AEV’s and<br />

ACO’s respective shares in ATS. The said sale of AEV’s and ACO’s investments in ATS, however, does<br />

not include its interests in its joint venture companies with the Jebsen Group of Norway.<br />

Item 9. ACTION WITH RESPECT TO REPORTS<br />

The minutes of the last special stockholders’ meeting held on July 15, 2010 and the Annual Report of<br />

Management for the year ended December 31, 2010 will be submitted to the stockholders for their<br />

approval.<br />

Item 10. MATTERS NOT REQUIRED TO BE SUBMITTED<br />

All corporate actions to be taken up at the annual stockholders’ meeting this June 22, 2011 will be<br />

submitted to the stockholders of the Registrant for their approval in accordance with the requirements<br />

of the Corporation Code.<br />

Item 11. AMENDMENT OF O<br />

ARTICLES OF INCORPORATION AND BY-LAWS<br />

For approval of the stockholders this June 22, 2011 meeting is the resolution of the Board to amend<br />

the First Article of the Articles of Incorporation of the Company as follows (proposed amendment<br />

underscored):<br />

"FIRST: That the name of the corporation shall be<br />

ATS CONSOLIDATED (ATSC), INC.<br />

(formerly "Aboitiz Transport System (ATSC) Corporation")<br />

Doing business under the name and style of "ATS”, “2GO”, “2GO Together”, “SuperFerry", “SuperFerry<br />

Travel and Leisure”, and “Cebu Ferries”<br />

This amendment is in relation to the terms of the acquisition by NENACO of AEV’s and ACO’s<br />

shareholdings in ATS, wherein the Aboitiz family required NENACO, within a reasonable period, to<br />

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