Atlas : 2021 6K Proxy Statement eBook

Atlas Corp. 23 Berkeley Square London, United Kingdom W1J 6HE

c/o 2600-200 Granville Street Vancouver, BC Canada V6C 1S4 Tel: [phone] Fax: [phone]

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 2021 annual meeting of shareholders of Atlas Corp. (''Atlas'') on November 2, 2021. The annual meeting will be held at:

Place: Reform Club, 104 Pall Mall Street, St. James's, London, United Kingdom

Date: Tuesday, November 2, 2021

Time: 8:30 a.m., London Time

The Notice of 2021 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, 2021.

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 know that many of our shareholders will be unable to attend the annual meeting. Proxies are solicited so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the annual meeting. Whether or not you plan to attend the annual meeting, we hope that you will have your shares represented by timely completing, signing, dating and returning your proxy card in the enclosed envelope or by casting your vote online or by telephone. You may, of course, attend the annual meeting and vote in person even if you have previously returned your proxy card.

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
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING . .	2
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
REPORT OF THE COMPENSATION AND GOVERNANCE COMMITTEE OF THE BOARD OF
DIRECTORS ON EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . .	13
PROPOSAL NO. 1 ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .	20

i

>7KLV SDJH LQWHQWLRQDOOOHIWEODQN@

	ATLAS CORP.
NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
Time and Date	Tuesday, November 2, 2021, 8:30 a.m., London Time
Place	Reform Club, 104 Pall Mall Street, St. James's, London,
	United Kingdom
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, 2021; 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 10, 2021. 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, we encourage you to read this proxy statement and
	submit your proxy or voting instructions as soon as possible. You
	may submit your proxy for the annual meeting by completing,
	signing, dating and returning your proxy card in the enclosed
	envelope or by casting your vote online or by telephone. 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 U.S. 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 2021 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, 2021

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, 2021.

1