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Open the Meeting CR03174-2020 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 17.1(b) OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: Preliminary Information Statement ✔ Definitive Information Statement 2. Name of Registrant as specified in its charter International Container Terminal Services, Inc. 3. Province, country or other jurisdiction of incorporation or organization Manila, Philippines 4. SEC Identification Number 147212 5. BIR Tax Identification Code 000-323-228 6. Address of principal office 3F ICTSI Administration Building, Manila International Container Terminal, South Access Road, Manila, Philippines Postal Code 1012 7. Registrant's telephone number, including area code 632 82454101 8. Date, time and place of the meeting of security holders June 18, 2020 at 10:00 a.m. The meeting will be held and conducted in a virtual platform or online format at https://www.ictsi.com/2020asm 9. Approximate date on which the Information Statement is first to be sent or given to security holders May 27, 2020 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor N/A Address and Telephone No. N/A 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Number of Shares of Common Stock Outstanding and Amount of Debt Title of Each Class Outstanding Common Stock Outstanding (Dec 2,002,391,699 31, 2019) 13. Are any or all of registrant's securities listed on a Stock Exchange? ✔ Yes No If yes, state the name of such stock exchange and the classes of securities listed therein: PHILIPPINE STOCK EXCHANGE - common stock 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. International Container Terminal Services, Inc. ICT PSE Disclosure Form 17-5 - Information Statement for Annual or Special Stockholders' Meeting References: SRC Rule 20 and Section 17.10 of the Revised Disclosure Rules Date of Stockholders' Jun 18, 2020 Meeting Type (Annual or ANNUAL Special) Time 10:00AM Venue Virtual platform or online format at https://www.ictsi.com/2020asm Record Date May 18, 2020 Inclusive Dates of Closing of Stock Transfer Books Start Date N/A End date N/A Other Relevant Information Please see attached ICTSI Amended Definitive Information Statement (SEC 20-IS). Filed on behalf by: Name Arthur Tabuena Designation Treasury Director and Head of Investor Relations COVER SHEET 1 4 7 2 1 2 SEC Registration Number I N T E R N A T I O N A L C O N T A I N E R T E R M I N A L S E R V I C E S , I N C . A N D S U B S I D I A R I E S (Company’s Full Name) I C T S I A D M I N I S T R A T I O N B U I L D I N G M I C T S O U T H A C C E S S R O A D , M A N I L A I A (Business Address: No. Street City/Town/Province) Jose Joel M. Sebastian (+632) 8245 4101 (Contact Person) (Company Telephone Number) Amended rd 1 2 3 1 S E C 20 IS 0 4 Every 3P P Thursday Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) N/A (Secondary License Type, If Applicable) N/A Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings (as of March 31, 2020) 1,363 US$689.0M US$1,143.8M as of April 30, 2020 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [ X] Definitive Information Statement (AMENDED) (Please see underlined changes to the date, time and manner of conduct of the meeting and updated corporate and financial information in the information statement and management report.) 2. Name of Registrant as specified in its charter International Container Terminal Services, Inc. 3. Province, country or other jurisdiction of incorporation or organization Manila, Philippines 4. SEC Identification Number 147212 5. BIR Tax Identification Code 000-323-228 6. Address of Principal Office 3F ICTSI Administration Building Manila International Container Terminal South Access Road, Manila, Philippines Postal Code 1012 7. Registrant’s telephone number, including area code: (632) 8245-4101 8. Date, time and place of the meeting of security holders June 18, 2020 at 10:00 a.m. The meeting will be held and conducted in a virtual platform or online format at https://www.ictsi.com/2020asm 9. Approximate date on which the Information Statement is first to be sent or given to security holders May 27, 2020 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Number of Shares of Common Stock Title of Each Class Outstanding as of April 30, 2020 Common Stock, P1.00 par value 2,002,391,699 Amount of consolidated debt outstanding as of March 31, 2020: US$1,832.8 million 11. Are any or all of registrant's securities listed in a Stock Exchange? Yes ✓ No Name of Stock Exchange: Philippine Stock Exchange Class of Securities Listed: Common Stock ICTSI MANAGEMENT IS NOT SOLICITING PROXIES FOR THIS ANNUAL STOCKHOLDERS’ MEETING. PLEASE DO NOT SEND ICTSI MANAGEMENT YOUR PROXY. 1 ICTSI 2020 ANNUAL STOCKHOLDERS’ MEETING Notice is hereby given that the Annual Stockholders’ Meeting of International Container Terminal Services, Inc. (ICTSI) will be held and conducted in a virtual platform or online format at 10:00am on Thursday, June 18, 2020 at https://www.ictsi.com/2020asm, with the following agenda: 1. Call to order. The call is done to officially open the meeting. 2. Determination of existence of quorum. The presence of shareholders holding at least majority of the outstanding shares is required for the existence of a quorum. 3. Approval of the Minutes of the Annual Stockholders’ Meeting held on April 11, 2019. Said minutes record the proceedings at the last stockholders’ meeting prior to this meeting. 4. Chairman’s Report. The Chairman’s Report will present a summary of business operation of the corporation and its subsidiaries during preceding fiscal year. 5. Approval of the Chairman’s Report and the 2019 Audited Financial Statements. Having heard the report, the shareholders are asked to approve the Chairman’s Report and the Audited Financial Statements. 6. Approval/ratification of acts, contracts, investments and resolutions of the Board of Directors and Management since the last Annual Stockholders’ Meeting. Said acts, contracts, investments and resolutions are summarized in Item 15 of the Information Statement (SEC Form 20-IS) made available to the shareholders through the Company website (www.ictsi.com) and PSE Edge and approval thereof by the stockholders is sought. 7. Election of Directors. The incumbent directors are named in Item 5 of the Information Statement, together with their respective profiles and qualifications. The directors of the corporation are elected at the annual stockholders’ meeting to hold office until the next succeeding annual meeting, and until their respective successors have been elected and qualified. 8. Appointment of External Auditors. The appointment of the external auditor named in Item 7 of the Information Statement is being sought. 9. Other matters. Any other matter, which may be brought to the attention of the stockholders, may be taken up. 10. Adjournment. This is done to officially end the meeting. The dividend policy of the Corporation is described in the section entitled “Dividends and Dividend Policy” in Item 15 of the Information Statement. The Board of Directors fixed May 18, 2020 as the record date for the purpose of determining the Stockholders entitled to notice and to vote at said meeting. To ensure the safety and welfare of our stockholders and other stakeholders and as a precaution against the COVID- 19 risk, ICTSI’s Board of Directors has approved on May 22, 2020 in accordance with SEC rules a virtual stockholders’ meeting for 2020. The meeting will be held online by remote communication and voting will be in absentia. The specific procedures for participating in the meeting through remote communication and voting in absentia are set forth in Appendix “A” hereof. Registration to participate in the virtual meeting can be done at https://www.ictsi.com/2020asm from 9:00am on June 1, 2020 until 5:00pm on June 15, 2020. Provided that, for shareholders who will appoint a proxy, the duly accomplished proxy forms must be submitted on or before 5:00 p.m. on June 9, 2020. Please note that corporate shareholders are required to submit a proxy. 2 By registering to participate in the virtual stockholders meeting a stockholder or a proxy or representative of the stockholder agrees that ICTSI and its service providers will process their sensitive personal information necessary to verify their identity and authority.
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