Atlas Corp. 23 Berkeley Square London, United Kingdom W1J 6HE c/o 2600—200 Granville Street Vancouver, BC Canada V6C 1S4 Tel: 604-638-2575 Fax: 604-648-9782 www.atlascorporation.com Dear Shareholder: On behalf of the board of directors, it is my pleasure to extend to you an invitation to attend the 2020 annual meeting of shareholders of Atlas Corp. (‘‘Atlas’’) on November 5, 2020. The meeting will be entirely virtual in order to adhere to the recommendations of public health officials during the COVID-19 pandemic. The virtual format will give more shareholders the opportunity to participate in the meeting, while ensuring everyone’s health and safety. Meeting Access: webcast – www.virtualshareholdermeeting.com/ATCO2020 Date: Thursday, November 5, 2020 Time: 1:00 p.m., London Time The Notice of 2020 Annual Meeting and Proxy Statement are enclosed and describe the business to be transacted at the annual meeting and provide other information concerning Atlas. The principal business to be transacted at the annual meeting will be (1) the election of directors and (2) the ratification of the appointment of KPMG LLP, Chartered Professional Accountants, as Atlas’s independent auditors for the fiscal year ending December 31, 2020. The board of directors unanimously recommends that shareholders vote for the election of the nominated directors and for the ratification of KPMG LLP, Chartered Professional Accountants, as our independent auditors. We encourage you to review this Proxy Statement to learn more about our board of directors, our governance practices, compensation programs and philosophy, and other important items. Your vote is important. Please vote your shares either by virtually attending the annual meeting or by casting your vote online separately or by telephone or mail. Thank you for your ongoing investment in, and support of, Atlas as we continue to execute our enterprise strategy for long-term profitable growth and shareholder value. Sincerely, /s/ Bing Chen Bing Chen President and Chief Executive Officer TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ................................... 1 PROXY STATEMENT ................................................................. 2 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING ......................................................................... 2 CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS........................ 8 EXECUTIVE OFFICERS ............................................................... 11 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................. 11 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS ........................... 11 REPORT OF THE COMPENSATION AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION ....................................... 14 SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............ 15 PROPOSAL NO. 1 ELECTION OF DIRECTORS........................................... 17 PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT AUDITORS.......................... 21 PRINCIPAL ACCOUNTANT FEES AND SERVICES........................................ 22 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ................... 23 i >7KLVSDJHLQWHQWLRQDOO\OHIWEODQN@ ATLAS CORP. NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS Time and Date Thursday, November 5, 2020, 1:00 p.m., London Time Meeting Access Webcast: www.virtualshareholdermeeting.com/ATCO2020 Items of Business (1) To elect the directors to the Atlas board of directors; (2) To ratify the appointment of KPMG LLP, Chartered Professional Accountants, as Atlas’s independent auditors for the fiscal year ending December 31, 2020; and (3) To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting. Adjournments and Postponements Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. Record Date The record date for the annual meeting is September 16, 2020. Only shareholders of record at the close of business on that date will be entitled to notice of the meeting and to vote at the meeting or any adjournment or postponement of the meeting. Voting Your vote is very important. Whether or not you plan to attend the annual meeting virtually, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may complete, sign and return your proxy card via mail, or follow the instructions on the proxy card to submit your proxy via the Internet. Our proxy card and other proxy materials are available free of charge on the Internet at www.proxyvote.com for you to use, and upon request, we will send you paper copies of the proxy card and other proxy materials for you to use. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers beginning on page 2 of this proxy statement and the instructions on the proxy or voting instruction card. Proxy Materials Atlas is furnishing proxy materials to its shareholders through the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of Atlas’s shareholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of 2020 Annual Meeting of Shareholders and proxy statement and proxy card. We believe this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Shareholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail. September 23, 2020 By Order of the Board of Directors /s/ Sarah Pybus Sarah Pybus Secretary This notice of annual meeting and proxy statement and form of proxy are being distributed on or about September 23, 2020. 1 PROXY STATEMENT The Board of Directors (the ‘‘Board’’) of Atlas Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands (referred to in this proxy statement as ‘‘Atlas’’, the ‘‘Company,’’ ‘‘we’’ or ‘‘us’’) is furnishing this proxy statement and the accompanying form of proxy in connection with the solicitation of proxies for the 2020 Annual Meeting of Shareholders of the Company (the ‘‘annual meeting’’). The annual meeting will be held on November 5, 2020, beginning at 1:00 p.m., GMT. Due to the ongoing public health impact of COVID-19, this year’s annual meeting will be a virtual meeting conducted solely via live webcast. You will be able to attend the annual meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ATCO2020. You will not be able to attend the annual meeting in person. Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting of Shareholders to be held on November 5, 2020 The Notice of 2020 Annual Meeting of Shareholders and Proxy Statement, our proxy card and other annual meeting materials are available free of charge on the Internet at www.proxyvote.com. We intend to begin mailing our Notice of Internet Availability of Proxy Materials to shareholders on or about September 23, 2020. At that time, we also will begin mailing paper copies of our proxy materials to shareholders who have requested them. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Q: Why am I receiving these materials? A: The Board of Atlas is providing these proxy materials to you in connection with our annual meeting of shareholders to be held by webcast only on November 5, 2020 at 1:00 p.m., GMT. You are invited to attend the annual meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead you may simply complete, sign and return your proxy card via mail, or follow the instructions below to submit your proxy via the Internet. Our proxy card and other proxy materials are available free of charge on the Internet at www.proxyvote.com for you to use, and upon request, we will send you paper copies of the proxy card and other proxy materials for you to use. Q: What items of business will be voted on at the annual meeting? A: The items of business scheduled to be voted on at the annual meeting are: • the election of directors to the Board; and • the ratification of the appointment of KPMG LLP, Chartered Professional Accountants, as our independent auditors for the fiscal year ending December 31, 2020. We will also consider any other business that properly comes before the annual meeting. Q: How does the Board recommend that I vote? A: The Board recommends that you vote your shares ‘‘FOR’’ each of the nominees to the Board and ‘‘FOR’’ the ratification of the independent auditors for the 2020 fiscal year. Q: Who is entitled to attend and vote at the annual meeting? A: You may attend and vote at the annual meeting if, as of the close of business on September 16, 2020, the record date for the annual meeting (the ‘‘record date’’), you were a holder of record of the Company’s common shares. On the record date, we had 246,031,989 common shares outstanding and entitled to be voted at the meeting. You may cast one vote for each common share held by you on all matters presented at the meeting. You may vote all shares owned by you as of the record date at the annual meeting, including (1) shares held directly in your name as the shareholder of record and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank. If you were not a shareholder of record on the record date, you may still attend the annual meeting as a guest, but you will not be able to vote before or during the meeting. 2 Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner? A: Most of our shareholders hold their shares through a broker or other nominee rather than directly in their own name.