Atlas Mining Notice of the 2021 Annual General Meeting of Shareholders
Atlas Consolidated Mining and Development Corporation (AT or the Company) will hold its annual general meeting of shareholders for 2021 (“AGM” or “meeting”) practically on June 14, 2021 at 10:00 am, the proceedings being broadcast live and voted on conducted by in absentia through the Company’s secure online voting system, for the purpose of considering and acting on the following matters on the agenda:
1. Call to order
2. Certificate of service of the notice of meeting and of quorum
3. Approval of the minutes of the Annual General Meeting of Shareholders (AGM) held on August 24, 2020
4. Approval of the annual report and audited financial statements for 2020
5. Modification of TA statutes: Articles I, II, III, V, VI and XV
6. Election of directors (including independent directors) for 2021-2022
7. Ratification of the acts and deliberations of the board of directors, board committees and management
8. Appointment of the External Auditor
9. Other questions
10. Open forum
Attached is a copy of the rationale / explanation of the above agenda items for your reference.
Only shareholders of record on April 20, 2021 are entitled to receive notice of, attend and vote at the meeting or any adjournment thereof. The list of shareholders will be available for inspection at the Company’s principal office located at 5F FiveE-com Center, Palm Coast Avenue corner Pacific Drive, Mall of Asia Complex, Pasay City 1300 (the “Office”). The company’s share and transfer register will be closed on April 20, 2021.
Shareholders who intend to participate in the Meeting by remote communication and to vote in absentia must register via the Company’s online registration system at the address asmregister.atlasmining.com.ph until June 4, 2021.
Successfully registered Shareholders can vote in absentia through the Company’s secure online voting system, asmvoting.atlasmining.com.ph, and will have access to the live broadcast of the meeting. The “Guidelines for participation via distance communication and voting in Absentia” are attached to the Information Document (IS) and published on the PSE EDGE and the company’s website, https://www.atlasmining.com.ph/investor-relations/annual-stock-holders-meeting.
Any shareholder who wishes to appoint a proxy can complete the proxy form (which does not need to be notarized) and submit it to the Bureau no later than June 4, 2021. The validation of proxies and ballots is scheduled for June 5, 2021. We are not soliciting your attorney.
Shareholders are encouraged to submit relevant comments and questions on agenda items by email with the theme “AGM 2021 Open Forum” to [email protected] no later than June 12, 2021 to be taken into consideration during the open forum.
The Disclosure Document under SEC Form 20-IS, Form of Proxy, Annual Report for Fiscal Year 2020 in SEC Form 17-A, and Quarterly Report for First Quarter 2021 in Form 17 -Q of the SEC are published on the PSE EDGE and on the Company’s website at https://www.atlasmining.com.ph/investor-relations/annual-stock-holders-meeting where you can also find the full information about the AGM.
Pasay City, Metro Manila, May 10, 2021.
Maria Eleonor A. Santiago
Deputy Secretary General
RATIONALE / EXPLANATION OF AGENDA ITEMS
Certification of the service of the notice and the agenda of the meeting and of the quorum
The AGM Notice and Agenda and Information Document (SI) are posted on the EDGE PSE and on the Company’s website, https://www.atlasmining.com.ph/investor-relations/annual-stock-holders-meeting. The notice, agenda and rationale will be published in two (2) mainstream newspapers in print and online. The Secretary General certifies that the notice of the AGM has been duly notified and that the quorum has been reached. The shareholders present and / or having voted by proxy or in absentia, representing the majority of the outstanding share capital will constitute the quorum for the transaction of business.
Approval of the minutes of the AGM of August 24, 2020
The minutes of the AGM of August 24, 2020 are appended to the IS and are posted on the Company’s website, https://www.atlasmining.com.ph/investor-relations/annual-stock-holders-meeting. A resolution approving the minutes will be presented to shareholders for approval, which will constitute approval of the accuracy and fairness of the minutes to what happened during said meeting.
Approval of the 2020 annual report and audited financial statements:
The Company’s financial and operating results for the year 2020 and the audited financial statements (AFS) as at December 31, 2020 are presented in the annual report. The AFSs audited by Sycip Gorres Velayo & Company (SGV) have been reviewed and approved by the Audit Committee (AuditCom) and the Board of Directors (BOD). The management report and AFS for 2020 are also contained in the IS available on the Company’s website, https://www.atlasmining.com.ph/investor-relations/annual-stock-holders-meeting. After the presentation of the Annual Report, a resolution noting and approving the Annual Report and AFS will be presented to the Shareholders for approval which will constitute a ratification of the performance of the Company in 2020.
Approval of the modification of the statutes of TA:
To comply with AT’s statutes with the Revised Philippine Companies Code (RCCP), various SEC memos, the Corporate Governance Code (CCG), and AT’s current operations and structure, as well as to authorize certain standards, procedures and rules of the company will follow for efficient operation, the resolution amending Articles I, II, III, V, VI and XV of the TA articles of association will be presented to the Shareholders for approval. Details of the modifications are provided in the SI.
Election of directors (including independent directors):
The appointed directors have been deemed qualified and competent to be elected as directors for 2021-2022 by the Corporate Governance Committee (CGC) after their qualifications have been duly reviewed. The list of candidates and their profiles are provided in the IS and published on the Company’s website, https://www.atlasmining.com.ph/investor-relations/annual-stock-holders-meeting. Their skills, expertise and proven qualifications, based on current standards, will be invaluable to the performance of the company. The CGC recommends their election.
Ratification of the acts and deliberations of the Board of Directors (BOD) and the Management for 2020
All acts, resolutions and deliberations of the board of directors, of the committees of the board of directors and of the management of AT from the date of the last general meeting until the date of this meeting, including all transactions Significant related parties, if any, will be presented to shareholders for ratification. A resolution noting, approving and ratifying all acts, resolutions and procedures of the management, the committees of the board of directors and the board of directors will be presented to the shareholders for approval.
Appointment of SGV as external auditor
The Board, on the recommendation of the audit committee (AudiCom), approves the appointment of SGV as the Company’s external auditor for 2021. The profile of the external auditor is provided in the IS. Shareholders are also invited to delegate to the Board the power to approve the appropriate audit fees for 2021. A resolution for the appointment of an external auditor will be presented to the Shareholders for adoption.
Other questions which might suitably be raised before the meeting may be raised. The president will decide whether these issues can be properly addressed in the assembly or in another general assembly or other appropriate forum.
Only relevant comments and questions on agenda items that are submitted by email to [email protected] with the subject “ASM 2021 Open Forum” no later than June 10, 2021 will be considered during the open forum in the measure of time. Questions and comments received but not read during the Open Forum due to time constraints will be treated separately.