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2021 ICTSI Annual Stockholders' Virtual Meeting Requirements and Procedure for Participation by Remote Communication and Voting In Absentia

 

CLICK HERE TO REGISTER

 

The platform for participation through remote communication and voting in absentia for the 2021 ICTSI Annual Stockholders’ Virtual Meeting (the “Meeting”) can be found online at https://www.ictsi.com/2021asm (the “Platform”).
 
Only ICTSI stockholders as at record date, March 11, 2021 (the “Stockholders”) can use the Platform to participate in the Meeting through remote communication and vote in absentia on the matters in the Agenda, provided the  Stockholder has (1) complied with the registration requirement, and (2) such registration has passed the validation process. 
 
Registration to participate in the Meeting is from 9:00 a.m. on March 31, 2021 until 5:00 p.m. of April 12, 2021. Provided, further, that for Corporate Stockholders, a duly accomplished and signed Proxy should be submitted before 5:00 p.m. on April 5, 2021 to the Office of the Corporate Secretary by email to 2021ASM@ictsi.com

 

Registration Procedure and Requirements

(Please note that ICTSI will request for consent to process sensitive personal information pursuant to the Data Privacy Act.)

Procedure

To register for the Platform, log on to https://www.ictsi.com/2021asm and follow the instructions below. Stockholders should complete the online registration form and submit the same for validation:

  1. Proceed to https://www.ictsi.com/2021asm
     
  2. Click Register
     
  3. Carefully read the Agreement and Data Privacy Consent
     
  4. Indicate full name
     
  5. Provide a valid and active email address
     
  6. Provide the required shareholder information
     
  7. Upload the supporting documents.
     
  8.  Stockholders will receive an email on their nominated email address with instructions to create their respective username and password.

Only Stockholders who registered, verified their email, and passed the validation process can use the Platform to participate in the Meeting on April 15, 2021 at 10:00AM at https://www.ictsi.com/2021asm.

After registration and passing the validation process, the Stockholder will receive an email informing them of their registration acceptance. Stockholders with successful and validated registration may cast their votes until the voting on the agenda item is closed during the Meeting.

Requirements

For Individual stockholders with the shares recorded in their name

  • Valid and active email address and contact number of the Stockholder;
     
  • Valid and active contact number of Stockholder; and
     
  • Scanned copy of the Stockholder’s valid government-issued ID showing photo and personal details (in JPG format with a file size not larger than 10MB).
     
  • Stockholders with joint accounts shall further submit scanned copy of an authorization letter signed by all Stockholders, identifying who among them is authorized to cast the vote for the account (in JPG format with a file size not larger than 10MB);
     
  • Individual stockholders who will appoint a proxy shall submit by April 5, 2021 the duly accomplished and signed proxy, and scanned copy of the Proxy’s valid government-issued ID showing photo and personal details (in JPG format with a file size not larger than 10MB)


For an individual stockholder under a broker account

  • Valid and active email address of Stockholder;
     
  • Valid and active contact number of Stockholder; 
     
  • Broker’s Certification on the Stockholder’s number of shareholdings (in JPG format with a file size not larger than 10MB). IMPORTANT: To facilitate the verification of your account, please make sure that you copy ICTSI, through: 2021ASM@ictsi.com; and the stock and transfer agent, STSI, through: rdregala@stocktransfer.com.ph in all email correspondence with Broker regarding request for Broker’s Certification; and
     
  • Scanned copy of the Stockholder’s valid government-issued ID showing photo and personal details, preferably with residential address (in JPG format with a file size not larger than 10MB).
     
  • If the stockholder will appoint a proxy, the requirements for a proxy provided under item 4.b.i.5 will have to be complied with.
     

For corporate stockholders (e.g. corporation, association, or partnership)

  • Duly accomplished and signed Proxy submitted by April 5, 2021 (and validated by ICTSI);
     
  • Certification, signed by a duly authorized officer, partner or representative of such corporation, association, or partnership, that the person signing the proxy is authorized by the governing board or has the power under its by-laws, constitutive documents of such corporation, association, or partnership, to sign the Proxy (in JPG format with a file size not larger than 10MB)

    A proxy form given by a broker or dealer in respect of shares of stock carried by such broker or dealer for the account of a customer must be supported by a sworn certification that the same is given with the express prior authorization of such customer.

    If any customer of a broker or dealer who is the beneficial owner of shares of stock executes a sub-proxy, the broker or dealer shall certify that the signature on the sub-proxy is the true and genuine signature of its customer;
     
  • Valid and active email address of the Stockholder’s Representative;
     
  • Valid and active contact number of the Stockholder’s Representative;
     
  • Scanned copy of the valid government-issued ID of the person signing the Certification in item 4.b.iii.2  showing photo and personal details (in JPG format with a file size not larger than 10MB); and
     
  • Scanned copy of the Proxy’s valid government-issued ID showing photo and personal details (in JPG format with a file size not larger than 10MB).


ICTSI will validate the above registration requirements. Stockholders are advised to register as early as possible.
 
Stockholders who cannot or opt not to use the Platform will be allowed to vote through a proxy with instructions to the Chairman of the meeting. Please submit the proxy with voting instructions  (together with documents required for stockholders submitting a proxy) to the Office of the Corporate Secretary by email to 2021ASM@ictsi.com on or before 5:00 p.m. on April 5, 2021.
 
ICTSI reserves the right to request additional information and original signed copies of the documents forming part of the Registration Requirements at a later time.

Validation of Registration

Only Stockholders who registered, verified their email, and passed the validation process can use the Platform to participate in the Meeting on April 15, 2021 at 10:00 a.m. at https://www.ictsi.com/2021asm.

After registration and passing the validation process, the Stockholder will receive an email informing them of their registration acceptance. Stockholders with successful and validated registration may cast their votes until the voting on the agenda item is closed during the Meeting.

Voting

All agenda items indicated in the Notice of the Meeting will be set out in the digital absentee ballot and the registered Stockholder may vote as follows:

  • For all items, except for Election of Directors, the registered Stockholder has the option to vote: For, Against, or Abstain. The vote is considered cast for all the registered Stockholder’s shares.
     
  • For the Election of Directors, a Stockholder entitled to vote: (i) may vote such number of shares owned by it for as many persons as there are Directors to be elected; or (ii) may cumulate said shares and give one candidate as many votes as the number of Directors to be elected multiplied by the number of their shares; or (iii) may distribute them on the same principle among as many candidates as may be seen fit.
     
  • The Company’s stock transfer agent and Office of the Corporate Secretary will tabulate all votes received and will validate the results.
     
  • Except for the Election of Directors, all the items in the Agenda for the approval by the stockholders will need the affirmative vote of stockholders representing at least a majority of the issued and outstanding voting stock present at the meeting. For the Election of Directors, the top seven (7) nominees with the most number of votes are elected.
Participation at the Virtual Meeting

The Stockholder will be required to enter his/her username and password to access the Meeting on April 15, 2021 at 10:00 a.m. at https://www.ictsi.com/2021asm.

The Platform will allow participants to send questions during the Meeting. However to ensure a productive and orderly Meeting, Stockholders are encouraged to send their questions relating to items in the agenda of the Meeting on or before April 12, 2021 by email at 2021ASM@ictsi.com. Relevant questions will be answered by concerned officers during the Meeting.

A link to the recorded webcast of the Meeting will be posted on ICTSI’s website after the Meeting.

 

For any questions or inquiries, including request for assistance in the registration process, please contact the Office of the Corporate Secretary through bgorospe@ictsi.com, 2021ASM@ictsi.com, and legalgroup@ictsi.com.

 

 


 

About ICTSI

Headquartered and established in 1988 in Manila, Philippines, International Container Terminal Services, Inc. (ICTSI) is in the business of port development, management and operations.  ICTSI’s portfolio of terminals and projects are located in developed and emerging market economies in the Asia Pacific, the Americas, and Europe, the Middle East and Africa.  Independent with no shipping or consignee-related interests, ICTSI works and transacts transparently with all stakeholders of the supply chain.  ICTSI continues to receive global acclaim for its public-private partnerships, which are focused on sustainable development, and supported by corporate social responsibility initiatives.