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Section 6 of the Corporation Code with respect to which holders of non-voting shares shall<br />

nevertheless be entitled to vote, i.e.:<br />

(1) Amendment of the articles of incorporation;<br />

(2) Adoption and amendment of by-laws;<br />

(3) Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially<br />

all of the corporate property;<br />

(4) Incurring, creating or increasing bonded indebtedness;<br />

(5) Increase or decrease of capital stock;<br />

(6) Merger or consolidation of the corporation with another corporation or other<br />

corporations;<br />

(7) Investment of corporate funds in another corporation or business in accordance<br />

with this Code; and<br />

(8) Dissolution of the corporation.<br />

Accordingly, during the annual stockholders’ meeting, holders of both common and redeemable<br />

preferred shares shall each be entitled to vote with respect to the following:<br />

a) Approval of the amendment to the First Article of the Articles of Incorporation of ATS,<br />

to change the corporate name “Aboitiz Transport System (ATSC) Corporation” to<br />

“ATS Consolidated (ATSC), Inc.”;<br />

b) Approval of the amendment to the Second Article of the Articles of Incorporation of<br />

ATS, to include the following purpose:<br />

(i) To conduct the business of rendering technical services requirement to<br />

customers nationwide for refrigerated marine container vans and related<br />

equipments or accessories including but not limited to repair and<br />

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

training, selling of spare parts, components and accessories, service<br />

contracting and to act as service agent on behalf of the various domestic and<br />

foreign container manufacturer with services but not limited to performing<br />

warranty and non-warranty repair services, selling of service parts,<br />

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

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

done any one or more of the acts and things herein set forth as its purposes,<br />

within or without the Philippines, and in any and all foreign countries, and to do<br />

everything necessary, desirable or incidental to the accomplishment of the<br />

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

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

or benefit of this corporation<br />

c) Approval of the amendment to the Sixth Article of the Articles of Incorporation of ATS,<br />

to increase the number of directors from nine (9) to thirteen (13);<br />

d) Approval of the amendment of Section 2, Article III of the Company’s By-Laws, to<br />

increase the number of directors from nine (9) to thirteen (13);<br />

(2) The record date for determining stockholders entitled to notice and to vote during the annual<br />

stockholders meeting and also to this information statement is May 20, 2011.<br />

(3) At each election for directors, every common stockholder shall have the right to vote, in person or<br />

by proxy, the number of shares owned by him for as many persons as there are directors to be<br />

elected, or to cumulate his vote by giving one candidate as many votes as the number of such<br />

directors multiplied by the number of shares shall equal, or by distributing such votes on the same<br />

principle among any number of candidates.<br />

3

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