ASIAN TERMINALS, INC. OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER 1. Date of Report (Date of earliest event reported) Aug 8, 20222. SEC Identification Number 1336533. BIR Tax Identification No. 000-132-4134. Exact name of issuer as specified in its charter ASIAN TERMINALS, INC.5. Province, country or other jurisdiction of incorporation Manila, Philippines6. Industry Classification Code(SEC Use Only) 7. Address of principal office ATI Head Office Building, A. Bonifacio Drive, Port Area, ManilaPostal Code10188. Issuer's telephone number, including area code 632 852860009. Former name or former address, if changed since last report NA10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
| Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding |
| COMMON | 2,000,000,000 |
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Asian Terminals, Inc.ATI PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) andSection 4.4 of the Revised Disclosure Rules
| Subject of the Disclosure |
Amendment of Articles II,III,IV,V and IX |
| Background/Description of the Disclosure |
On June 16, 2022, the Board approved the amendments of the following provisions of the ATI Bylaws |
| Date of Approval by Board of Directors | Jun 16, 2022 |
| Date of Approval by Stockholders | N/A |
| Other Relevant Regulatory Agency, if applicable | NA |
| Date of Approval by Relevant Regulatory Agency, if applicable | N/A |
| Date of Approval by Securities and Exchange Commission | TBA |
| Date of Receipt of SEC approval | TBA |
| Article and Section Nos. | From | To |
| Article II Section 4- (Lost, Destroyed and Mutilated Certificates). | Section 4. Lost, Destroyed and Mutilated Certificates. The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificates therefor, and the Board of Directors may cause to be issued to him a new certificate or certificates of stock, upon surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon compliance with the procedure required under Section 73 of the Corporation Code. The Board of Directors may require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond in such sum, not exceeding double the book value of such stock, and with such surety or sureties, as it may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate. | Section 4. Lost, Destroyed and Mutilated Certificates. The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificates therefor, and the Board of Directors may cause to be issued to him a new certificate or certificates of stock, upon surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon compliance with the procedure required under the REVISED CORPORATION CODE. The Board of Directors may require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond in such sum, not exceeding double the book value of such stock, and with such surety or sureties, as it may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate. |
| Article III, Section 4- (Notice of meetings). | Section 4. Notice of Meetings. Except as otherwise provided by law, written or printed notice of all annual and special meetings of stockholders, stating the place and time of the meeting and, if necessary, the general nature of the business to be considered, shall be transmitted by personal delivery, mail, telegraph, cable, telex or facsimile to each stockholder of record entitled to vote thereat at his address last known to the Secretary of the Corporation, at least fifteen (15) days before the date of the meeting, if an annual meeting, or at least seven (7) days before the date of the meeting, if a special meeting. Except where expressly required by law, no publication of any notice of a meeting of stockholders shall be required. If any stockholder shall in person or by attorney-in fact thereunto authorized, in writing or by telegraph, cable, telex or facsimile, waive notice of any meeting, whether before or after the holding of such meeting, notice thereof need not be given to him. Notice of any adjourned meeting of the stockholders shall not be required to be given, except when expressly required by law. | Section 4. Notice of Meetings. Except as otherwise provided by law, written or printed notice of all annual and special meetings of stockholders, stating the place and time of the meeting and, if necessary, the general nature of the business to be considered, shall be transmitted by personal delivery, mail, telegraph, cable, telex or facsimile, ELECTRONIC MAIL to each stockholder of record entitled to vote thereat at his address last known to the Secretary of the Corporation OR BY PUBLICATION IN A NEWSPAPER OF GENERAL CIRCULATION, FOR SUCH PERIOD AS MAY BE REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION. Except where expressly required by law, no publication of any notice of a meeting of stockholders shall be required. If any stockholder shall in person or by attorney-in fact thereunto authorized, in writing or by telegraph, cable, telex or facsimile, ELECTRONIC MAIL, waive notice of any meeting, whether before or after the holding of such meeting, notice thereof need not be given to him. Notice of any adjourned meeting of the stockholders shall not be required to be given, except when expressly required by law. THE CORPORATION MAY OPT TO HOLD A VIRTUAL STOCKHOLDER'S MEETING, SUBJECT TO APPLICABLE LAWS, RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION. |
| Article III, Section 5-(Quorum). | Section 5. Quorum. At each meeting of the stockholders, the holder or holders of a majority of the outstanding capital stock of the Corporation having voting powers, who is or are present in person or represented by proxy, shall constitute a quorum for the transaction of business, save in those cases where the Corporation Code requires the presence at the meeting, in person or by proxy, of a greater proportion of the outstanding capital stock. In the absence of a quorum, the stockholders of the Corporation present in person or represented by proxy and entitled to vote, by majority vote, or, in the absence of all the stockholders, any officer entitled to preside or act as Secretary at such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock shall be present or represented. | Section 5. Quorum. At each meeting of the stockholders, the holder or holders of a majority of the outstanding capital stock of the Corporation having voting powers, who is or are present in person or represented by proxy OR WHO PARTICIPATE OR CAST VOTES THROUGH REMOTE COMMUNICATION OR IN ABSENTIA, ELECTRONICALLY OR OTHERWISE, shall constitute a quorum for the transaction of business, save in those cases where the Corporation Code requires the presence at the meeting, of a greater proportion of the outstanding capital stock. In the absence of a quorum, the stockholders of the Corporation present in person or represented by proxy and entitled to vote, by majority vote, or, in the absence of all the stockholders, any officer entitled to preside or act as Secretary at such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock shall be present or represented. |
| Article III, Section 7-(Voting). | Section 7. Voting. At every meeting of the stockholders, each stockholder shall be entitled to one vote in person or by proxy and, unless otherwise provided by law, he shall have one vote for each share of stock entitled to vote and recorded in his name in the books of the Corporation. At all meetings of the stockholders, all elections and all questions shall be decided by the majority vote of the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present, except in cases where other provisions is made by statute. Unless required by law, or demanded by a stockholder present in person or by proxy at any meeting, and entitled to vote thereat, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or in his name by his proxy if there be such proxy, and shall state the number of shares voted by him. | Section 7. Voting. At every meeting of the stockholders, each stockholder shall be entitled to one vote in person or by proxy or THROUGH REMOTE COMMUNICATION OR IN ABSENTIA, ELECTRONICALLY OR OTHERWISE and, unless otherwise provided by law, he shall have one vote for each share of stock entitled to vote and recorded in his name in the books of the Corporation. At all meetings of the stockholders, all elections and all questions shall be decided by the majority vote of the stockholders present in person or by proxy THROUGH REMOTE COMMUNICATION OR IN ABSENTIA, ELECTRONICALLY OR OTHERWISE and entitled to vote thereat, a quorum being present, except in cases where other provisions are made by statute. Unless required by law or demanded by a stockholder present in person or by proxy at any meeting, and entitled to vote thereat, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or in his name by his proxy if there be such proxy and shall state the number of shares voted by him. |
| Article IV, Section 2 ,2nd paragraph-(on Nomination Committee) | A Nomination Committee composed of the Chairman, the President and three (3) Directors appointed by the Board, one of whom shall be an independent director, shall be formed for the purpose of determining the qualifications of any person nominated to the Board. The names of the nominees shall be submitted to the Nomination Committee at least sixty (60) calendar days prior to the election of directors "AND ONLY THE NAMES ISSUED BY A MAJORITY VOTE OF THE COMMITTEE SHALL BE CONSIDERED FOR ELECTION." (As amended by the Board of Directors on February 24, 2011, pursuant to the authority delegated by the stockholders to amend the by-laws in a meeting held on October 28, 1999) | A Nomination Committee composed of the Chairman, the President and three (3) Directors appointed by the Board, one of whom shall be an independent director, shall be formed for the purpose of determining the qualifications of any person nominated to the Board. The names of the nominees shall be submitted to the Nomination Committee at least sixty (60) calendar days prior to the election of directors. |
| Article IV, Section 4, (Election of Directors) | Section 4. Election of Directors. At each meeting of the stockholders for the election of directors, at which a quorum is present, the persons receiving the highest number of votes of the stockholders present in person or by proxy and entitled to vote shall be the directors. In case of any increase in the number of directors, the additional directors may be elected by the stockholders (i) at the first annual meeting held after such increase has been approved, or (ii) at a special meeting called for the purpose, or (iii) at the same meeting authorizing the increase of directors if so stated in the notice of the meeting. | Section 4. Election of Directors. At each meeting of the stockholders for the election of directors, at which a quorum is present, the persons receiving the highest number of votes of the stockholders present in person or by proxy OR PARTICIPATING THROUGH REMOTE COMMUNICATION OR IN ABSENTIA, ELECTRONICALLY OR OTHERWISE and entitled to vote shall be the directors. In case of any increase in the number of directors, the additional directors may be elected by the stockholders (i) at the first annual meeting held after such increase has been approved, or (ii) at a special meeting called for the purpose, or (iii) at the same meeting authorizing the increase of directors if so stated in the notice of the meeting. |
| Article V, Section 1-(Executive Committee) | Section 1. Executive Committee. The Board of Directors may, by resolution or resolutions passed by three-fourths (3/4) of the members of the Board of Directors, create an executive committee whose members shall be appointed by the Board. The Executive Committee shall have at least three (3) members, and all its members shall be members of the Board. Except as provided in Section 35 of the Corporation Code, the executive committee shall have and exercise all such powers as may be delegated to it by the Board. The executive committee shall keep regular minutes of its proceedings and report the same to the Board whenever required. The Board shall have power to change the members of the executive committee at any time, to fill vacancies therein and to discharge or dissolve such committee either with or without cause. | Section 1. Executive Committee. The Board of Directors may, by resolution or resolutions passed by three-fourths (3/4) of the members of the Board of Directors, create an executive committee whose members shall be appointed by the Board. The Executive Committee shall have at least three (3) members, and all its members shall be members of the Board. Except as provided in the REVISED CORPORATION CODE, the executive committee shall have and exercise all such powers as may be delegated to it by the Board. THE ACTS OF THE EXECUTIVE COMMITTEE SHALL BE SUBJECT TO THE APPROVAL OR RATIFICATION OF THE BOARD. The executive committee shall keep regular minutes of its proceedings and report the same to the Board whenever required. The Board shall have power to change the members of the executive committee at any time, to fill vacancies therein and to discharge or dissolve such committee either with or without cause. |
| Article V, Section 2-(Other Committees) | Section 2. Other Committees. The majority of all the members of the Board of Directors may by resolution create other committees with such powers and functions as may be delegated to them by the Board. All such committees shall keep a record of their proceedings and report the same to the Board, whenever required. The Board shall have the power to appoint and remove the members of such committees and may at any time with or without cause dissolve any of such committees. | Section 2. Other Committees. The majority of all the members of the Board of Directors may by resolution create other committees with such powers and functions as may be delegated to them by the Board. THE ACTS OF THE OTHER COMMITTEES SHALL BE SUBJECT TO THE APPROVAL OR RATIFICATION OF THE BOARD. All such committees shall keep a record of their proceedings and report the same to the Board, whenever required. The Board shall have the power to appoint and remove the members of such committees and may at any time with or without cause dissolve any of such committees. |
| Article IX - (Amendments) | All By-laws of the Corporation shall be subject to amendment, alteration or repeal, and new By-laws, not inconsistent with any provision of law may be made by the affirmative vote of a majority of the Board of Directors and two-thirds (2/3) of the outstanding capital stock of the Corporation, given at an annual meeting or at any special meeting, provided that notice of the proposed amendment, alteration or repeal of the proposed new By-laws be included in the notice of such meeting. The Board of Directors may likewise amend, alter or repeal By-laws or adopt new By-laws, at any regular or special meeting of the Board, if authorized by the stockholders as provided in Section 48 of the Corporation Code. | All By-laws of the Corporation shall be subject to amendment, alteration or repeal, and new By-laws, not inconsistent with any provision of law may be made by the affirmative vote of a majority of the Board of Directors and two-thirds (2/3) of the outstanding capital stock of the Corporation, given at an annual meeting or at any special meeting, provided that notice of the proposed amendment, alteration or repeal of the proposed new By-laws be included in the notice of such meeting. The Board of Directors may likewise amend, alter or repeal By-laws or adopt new By-laws, at any regular or special meeting of the Board, if authorized by the stockholders as provided IN THE REVISED CORPORATION CODE. |
| Rationale for the amendment(s) |
The rationale for the amendments are: |
| Expected date of filing the amendments to the By-Laws with the SEC | Aug 8, 2022 |
| Expected date of SEC approval of the Amended By-Laws | TBA |
| Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any |
The amendments will update the by-laws to conform to the provisions of the Revised Corporation Code specifically on meetings by remote communication and holding of virtual meetings. |
| Other Relevant Information |
Amended to provide the date of filing of the amended by-laws to the SEC. |
| Name | Rodolfo, Jr. Corvite |
| Designation | VP-Business Support Services/Corporate Secretary |
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Asian Terminals Inc. published this content on 09 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 August 2022 02:45:03 UTC.
