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emove any reference of the name “Aboitiz” from the corporate name, letterheads and other corporate<br />

profiles of ATS.<br />

Further, the Board resolved to amend the Second Article of the Articles of Incorporation of the<br />

Company to include the following purposes:<br />

(a) The business of rendering technical services requirement to customers nationwide for<br />

refrigerated marine container vans and related equipments or accessories including but not<br />

limited to repair and maintenance, equipment rental and leasing, technical consultancy and<br />

training, selling of spare parts, components and accessories, service contracting and to act as<br />

service agent on behalf of the various domestic and foreign container manufacturer with<br />

services but not limited to performing warranty and non- warranty repair services, selling of<br />

service parts, components and accessories, and consultancy services; and<br />

(b) To conduct and transact any and all lawful business, and to do or cause to be done any one or<br />

more of the acts and things herein set forth as its purposes, within or without the Philippines,<br />

and in any and all foreign countries, and to do everything necessary, desirable or incidental to<br />

the accomplishment of the purposes or the exercise of any one of more of the powers herein<br />

enumerated, or which shall at any time appear conducive to or expedient for the protection or<br />

benefit of this corporation.<br />

The purpose of the above-mentioned amendment is to include the business purposes of Reefer Van<br />

Specialist, Inc., which was merged into ATS.<br />

The Board also resolved to amend the Sixth Article of the Articles of Incorporation and Section 2,<br />

Article III of the By-Laws, of the Company, to increase the number of directors from nine (9) to thirteen<br />

(13). The purpose of the said amendments is to mirror the board of ATS with that of its parent<br />

company.<br />

The foregoing resolutions will be submitted to the stockholders of the Company during the June 22,<br />

2011 stockholders’ meeting for ratification.<br />

Item 12. OTHER PROPOSED ACTIONS<br />

The following matters shall likewise be submitted, for ratification, to the stockholders representing at<br />

least a majority of the outstanding voting capital stock of the Registrant:<br />

a) Ratification of all acts of the Board of Directors and Board Committee for the period<br />

covering May 28, 2010 through April 28, 2011 adopted primarily in the ordinary course of<br />

business (including those which have been the subject of previous disclosures to the<br />

Securities and Exchange Commission and the Philippine Stock Exchange during said<br />

period), such as:<br />

i. approvals for the acquisition, lease, disposition of vessels as well as other personal<br />

and/or real properties;<br />

ii. approval to lease space for CDO Ticketing Office;<br />

iii. appointment of lawyers and/or attorneys-in-fact in connection with legal<br />

proceedings (including amicable settlement proceedings) affecting the Registrant<br />

and/or its assets;<br />

iv. appointment of replacement to directors/officers who rendered their respective<br />

resignations;<br />

v. appointment of authorized representative in negotiations with Keppel Cebu<br />

Shipyard, Inc.;<br />

vi. confirmation of authorized representative appointed in dealing with PDTC;<br />

vii. approval for the availment of certain credit facilities, execution of a collateral trust<br />

agreement and appoinment of UBP as trust agent;<br />

14

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