OSSIAM LUX
 49 avenue J.F. KENNEDY - L-1855 Luxembourg
Société d'investissement à capital variable - RCS Luxembourg B 160071

CONVENING NOTICE

 

The shareholders of Ossiam Lux, (hereinafter the "Company") are kindly invited to attend the annual general meeting of the shareholders of the Company (the "Annual General Meeting") which will take place at the office of State Street Bank Luxembourg in Luxembourg, 49 avenue J.F. Kennedy, L-1855 on

 

May 17, 2019 at 2.00 p.m. (Luxembourg time)

 

for the purpose of considering and voting upon the following agenda (the "Ordinary Agenda"):

 

ORDINARY AGENDA

 

1. To hear the management report by the board of directors of the Company (the "Board of Directors") for the year ended December 31, 2018.

 

2. To hear the report by the approved statutory auditor of the Company in respect of the financial statements of the Company for the year ended December 31, 2018.

 

3. To approve the financial statements (annual accounts: balance sheet, statement of profit and loss and annexes) of the Company for the year ended December 31, 2018.

 

4. To Allocate the results for the fiscal year ended December 31, 2018 and ratify the distribution of dividends of share classes of Ossiam US Minimum Variance ESG NR UCITS ETF 1D (USD) and Ossiam MSCI Europe ex EMU NR 1D (EUR) as proposed in the Circular Resolution taken by the Directors in January 2, 2019.

 

5. To give discharge to the members of the Board of Directors (the "Directors") and the Company's auditor for the fiscal year ended December 31, 2018.

 

6. Statutory elections:

 

1. Re-election of the following persons as Directors until the next Annual General Meeting to be held in 2020:
   1. Mr. Bruno Poulin,
   2. Mr. Antoine Moreau,
   3. Mr. Christophe Arnould, and
   4. Mr. Philippe Chanzy.

 

2. Re-election of Deloitte Audit S.à.r.l. as independent auditors of the Company until the next Annual General Meeting to be held in 2020;

 

 

7.  Any other business which may be properly brought before the meeting.

 

 

 

 

 

Shareholders are advised that no quorum is required for the adoption of resolutions by the Annual General Meeting and that resolutions will be passed by a majority of the votes validly cast of the shareholders present or represented at the Annual General Meeting. Votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a black or invalid vote.

 

The majority at the Annual General Meeting will be determined according to the shares issued and outstanding at midnight (Luxembourg time) on the fifth day prior to the Annual General Meeting (i.e. May 10, 2019) (the "Record Date"). The rights of a shareholder to attend the Annual General Meeting and to exercise a voting right attaching to his/her/its shares are determined in accordance with the shares held by this shareholder at the Record Date.

 

If you are holding shares in the Company through a financial intermediary or clearing agent, it should be noted that:

-     the proxy form must be returned to the financial intermediary or clearing agent in good time for onward transmission to the Company by May 13, 2019;

-     if the financial intermediary or clearing agent holds the shares in the Company in its own name and on your behalf, it may not be possible for you to exercise certain rights directly in relation to the Company.

 

Copies of the annual accounts, the reports of the approved statutory auditor and the management report are available free of charge during normal office hours at the registered office of the Company in Luxembourg. Upon request (fax: (+352) 46.40.10-413), the aforementioned documents will be sent to shareholders.

 

 

If you cannot be personally present at the meeting, you may vote by completing and sending by post either the postal voting form or the proxy at the following address: State Street Bank Luxembourg in Luxembourg, 49 avenue J.F. Kennedy, L-1855 Luxembourg, to the attention of the Domiciliary Department or send it by fax to (+352) 46.40.10-413 no later than two (2) business days before the meeting. The documents can be requested free of charge at the registered office of the company in Luxembourg.

 

 

Yours faithfully

 

 

THE BOARD OF DIRECTORS

 

 

 

 

 

 

 

 

 

 

 

 

 

VOTING FORMS

 

for the annual general meeting of shareholders of Ossiam Lux which will take place at the office of State Street Luxembourg in Luxembourg, 49 avenue J.F. Kennedy, L-1855, Luxembourg, on May 17, 2019 at 2.00 pm (the "Annual General Meeting")

 

 

Pursuant to article 67 of the Law on Commercial Companies dated August 10, 1915 (as amended from time to time) and the articles of incorporation of Ossiam Lux (the "Company"), each shareholder may vote through voting forms sent by post or facsimile to the Company's registered office or the address specified in the convening notice/voting form.

 

Each shareholder may also act at any meeting of shareholders by appointing another person as his proxy.

 

Shareholders are advised that no quorum is required for the adoption of resolutions by the Annual General Meeting. The majority at the Annual General Meeting will be determined according to the shares issued and outstanding at midnight (Luxembourg time) on the fifth day prior to the Annual General Meeting (i.e. May 10, 2019) (the "Record Date"). The rights of a shareholder to attend the Annual General Meeting and to exercise a voting right attaching to his/her/its shares are determined in accordance with the shares held by this shareholder at the Record Date.

 

 

Instruction for completion:

 

-          If the shareholder wishes to attend the meeting personally, tick the box below.

 

  I wish to attend the shareholders' meeting.

 

-          Otherwise, the shareholder may use the enclosed "Postal Voting Form" or give a proxy to the chairman of the meeting and to another shareholder by completing the enclosed Proxy. (Please tick the box below)

 

  I prefer to use the Postal Voting Form or the Proxy.

 

 

Proposed Resolutions submitted to the Annual General Meeting

 

8. To hear the management report by the board of directors of the Company (the "Board of Directors") for the year ended December 31, 2018.

 

9. To hear the report by the approved statutory auditor of the Company in respect of the financial statements of the Company for the year ended December 31, 2018.

 

10. To Allocate the results for the fiscal year ended December 31, 2018 and ratify the distribution of dividends of share classes Ossiam US Minimum Variance ESG NR UCITS ETF 1D (USD), and Ossiam MSCI Europe Ex EMU NR 1D (EUR) as proposed in the Circular Resolution taken by the Directors in January 2, 2019.

 

11. To allocate the results for the fiscal year ended December 31, 2018.

 

12. To give discharge to the members of the Board of Directors (the "Directors") and the Company's auditor for the fiscal year ended December 31, 2018.

 

13. Statutory elections:

 

 

1. Re-election of the following persons as Directors until the next Annual General Meeting to be held in 2020:

1)    Mr. Bruno Poulin,

2)    Mr. Antoine Moreau,

3)    Mr. Christophe Arnould, and

4)    Mr. Philippe Chanzy;

 

2. Re-election of Deloitte Audit S.à.r.l. as independent auditors of the Company until the next Annual General Meeting to be held in 2020.

 

 

14. Any other business which may be properly brought before the meeting.

 

 

_________________________________

[Name of the shareholder]

 

_________________________________

[Address of the Shareholder]

 

 

_________________________________

[Date & Signature]

 

 

 

POSTAL VOTING FORM (or to be sent by Fax)

 

 

 

 

 

 

 

 

 

Only the forms provided for by the Company and received by the Company at least two business days before the meeting and within the conditions determined by law shall be taken into account. Voting forms which show neither a vote in favour, nor against the proposed resolution, nor an abstention are void.

 

For the resolution proposed or agreed by the board of directors (the "Board of Directors"), you can:

-          either vote "for" by ticking the corresponding box (on the following page)

-          or vote "against" by ticking the corresponding box (on the following page)

-          or vote "abstention" by ticking the corresponding box (on the following page)

 

___________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By the present voting form, the undersigned,

 

____________________________________________________________

 

 

Holder(s) of:

 

___________shares of OSSIAM EMERGING MARKETS MINIMUM VARIANCE NR

• class _____

___________shares of OSSIAM FTSE 100 MINIMUM VARIANCE

• class _____

___________shares of OSSIAM iSTOXX(R) EUROPE MINIMUM VARIANCE NR

• class_____

___________shares of OSSIAM MSCI CANADA NR

• class_____

___________shares of OSSIAM RISK WEIGHTED ENHANCED COMMODITY EX. GRAINS TR

• class _____

___________shares of OSSIAM STOXX(R) EUROPE 600 EQUAL WEIGHT NR

• class ______

___________shares of OSSIAM US MINIMUM VARIANCE ESG NR

• class ______

___________shares of OSSIAM WORLD MINIMUM VARIANCE NR

• class_____

___________shares of OSSIAM SHILLER BARCLAYS CAPE(R) US SECTOR VALUE TR

• class_____

___________shares of OSSIAM SHILLER BARCLAYS CAPE(R) EUROPE SECTOR VALUE TR

• class_____

___________shares of OSSIAM SOLACTIVE MOODY'S ANALYTICS IG EUR SELECT CREDIT

• class_____

___________shares of OSSIAM JAPAN MINIMUM VARIANCE NR

• class_____

___________ shares of OSSIAM  GLOBAL MULTI-ASSET RISK-CONTROL

• class _____

___________ shares of OSSIAM  MSCI EUROPE EX-EMU NR

• class _____

___________ shares of OSSIAM  MSCI JAPAN NR

• class _____

___________ shares of OSSIAM  MSCI USA NR

• class _____

___________ shares of OSSIAM  MSCI EMU NR

• class _____

 

 

 

 

Wish(es) to vote at the Annual General Meeting of Ossiam Lux which will take place at the office of State Street Bank Luxembourg, 49 avenue J.F. Kennedy, L-1855, on May 17, 2019 at 2.00 pm with the following agenda (the "Agenda"):

 

 

 

AGENDA

 

1. To hear the management report by the board of directors of the Company (the "Board of Directors") for the year ended December 31, 2018.

 

2. To hear the report by the approved statutory auditor of the Company in respect of the financial statements of the Company for the year ended December 31, 2018.

 

3. To Allocate the results for the fiscal year ended December 31, 2018 and ratify the distribution of dividends of share classes Ossiam US Minimum Variance ESG NR UCITS ETF 1D (USD), and Ossiam MSCI Europe Ex EMU NR 1D (EUR) as proposed in the Circular Resolution taken by the Directors in January 2, 2019.

 

4. To allocate the results for the fiscal year ended December 31, 2018.

 

 

5. To give discharge to the members of the Board of Directors (the "Directors") and the Company's auditor for the fiscal year ended December 31, 2018.

 

6. Statutory elections:

 

 

1. Re-election of the following persons as Directors until the next Annual General Meeting to be held in 2020:

1      Mr. Bruno Poulin,

2      Mr. Antoine Moreau,

3      Mr. Christophe Arnould, and

4      Mr. Philippe Chanzy;

 

2. Re-election of Deloitte Audit S.à.r.l. as independent auditors of the Company until the next Annual General Meeting to be held in 2020.

 

 

7. Any other business which may be properly brought before the meeting.

 

 

 

 

the undersigned hereby vote(s):

 

 

FOR      Item 3 of the Agenda

     Item 4 of the Agenda

     Item 5 of the Agenda

     

     Items 6a of the Agenda

     Item 6.a.1 of the Agenda

     Item 6.a.2 of the Agenda

     Item 6.a.3 of the Agenda

     Item 6.a.4 of the Agenda

  Item 6.b of the Agenda

     Item 7 of the Agenda

 

 

 

AGAINST

     Item 3 of the Agenda

     Item 4 of the Agenda

     Item 5 of the Agenda

     Items 6a of the Agenda

     Item 6.a.1 of the Agenda

     Item 6.a.2 of the Agenda

     Item 6.a.3 of the Agenda

     Item 6.a.4 of the Agenda

     Item 6.b of the Agenda

     Item 7 of the Agenda

 

 

 

 

ABSTAIN  

     Item 3 of the Agenda

     Item 4 of the Agenda

     Item 5 of the Agenda

     Items 6a of the Agenda

     Item 6.a.1 of the Agenda

     Item 6.a.2 of the Agenda

     Item 6.a.3 of the Agenda

     Item 6.a.4 of the Agenda

     Item 6.b of the Agenda

     Item 7 of the Agenda

  Item 8 of the Agenda

 

 

___________________________________________________________________________

 

 

Date: ____________, 2019

 

 

_____________________

Signature:

 

PROXY FORM

 

 

 

By the present proxy form, the undersigned,

 

_________________________________________________________

 

Holder(s) of:

 

___________shares of OSSIAM EMERGING MARKETS MINIMUM VARIANCE NR

• class _____

___________shares of OSSIAM FTSE 100 MINIMUM VARIANCE

• class _____

___________shares of OSSIAM iSTOXX(R) EUROPE MINIMUM VARIANCE NR

• class_____

___________shares of OSSIAM MSCI CANADA NR

• class_____

___________shares of OSSIAM RISK WEIGHTED ENHANCED COMMODITY EX. GRAINS TR

• class _____

___________shares of OSSIAM STOXX(R) EUROPE 600 EQUAL WEIGHT NR

• class ______

___________shares of OSSIAM US MINIMUM VARIANCE ESG NR

• class ______

___________shares of OSSIAM WORLD MINIMUM VARIANCE NR

• class_____

___________shares of OSSIAM SHILLER BARCLAYS CAPE(R) US SECTOR VALUE TR

• class_____

___________shares of OSSIAM SHILLER BARCLAYS CAPE(R) EUROPE SECTOR VALUE TR

• class_____

___________shares of OSSIAM SOLACTIVE MOODY'S ANALYTICS IG EUR SELECT CREDIT

• class_____

___________shares of OSSIAM JAPAN MINIMUM VARIANCE NR

• class_____

___________ shares of OSSIAM  GLOBAL MULTI-ASSET RISK-CONTROL

• class _____

___________ shares of OSSIAM  MSCI EUROPE EX-EMU NR

• class _____

___________ shares of OSSIAM  MSCI JAPAN NR

• class _____

___________ shares of OSSIAM  MSCI USA NR

• class _____

___________ shares of OSSIAM  MSCI EMU NR

• class _____

 

 

Hereby appoint the Chairman of the Meeting or

 

Mr. /Mrs. ________________________________________________________________________

as its proxy to vote on its behalf on all items of the agenda of the Annual General Meeting to be held at the office of State Street Bank Luxembourg, 49 avenue J.F. Kennedy, L-1855, Luxembourg, on May 17, 2019 at 2.00 pm with the following agenda (the "Agenda"):

 

AGENDA

 

1. To hear the management report by the board of directors of the Company (the "Board of Directors") for the year ended December 31, 2018.

 

2. To hear the report by the approved statutory auditor of the Company in respect of the financial statements of the Company for the year ended December 31, 2018.

 

3. To Allocate the results for the fiscal year ended December 31, 2018 and ratify the distribution of dividends of share classes Ossiam US Minimum Variance ESG NR UCITS ETF 1D (USD), and Ossiam MSCI Europe Ex EMU NR 1D (EUR) as proposed in the Circular Resolution taken by the Directors in January 2, 2019.

 

4. To allocate the results for the fiscal year ended December 31, 2018.

 

5. To give discharge to the members of the Board of Directors (the "Directors") and the Company's auditor for the fiscal year ended December 31, 2018.

 

6. Statutory elections:

 

 

1. Re-election of the following persons as Directors until the next Annual General Meeting to be held in 2020:

5      Mr. Bruno Poulin,

6      Mr. Antoine Moreau,

7      Mr. Christophe Arnould, and

8      Mr. Philippe Chanzy;

 

2. Re-election of Deloitte Audit S.à.r.l. as independent auditors of the Company until the next Annual General Meeting to be held in 2020.

 

 

7. Any other business which may be properly brought before the meeting.

 

 

 

 

the undersigned hereby vote(s):

 

 

 

*******

 

The proxy authorizes to take part in the session of the Annual General Meeting, and as the case may be, in the subsequent session if the first session of such meetings could not deliberate; to take part in all deliberations and to vote on all the items of the agenda; to take any measures, which the attorney considers as useful or necessary in the interest of the company and in particular the drafting and signing of the minutes or any other documents, which the attorney deems necessary for the execution of the present proxy.

 

Shareholders are advised that no quorum is required for the adoption of resolutions by the Annual General Meeting. The majority at the Annual General Meeting will be determined according to the shares issued and outstanding at midnight (Luxembourg time) on the fifth day prior to the Annual General Meeting (i.e. May 10, 2019) (the "Record Date"). The rights of a shareholder to attend the Annual General Meeting and to exercise a voting right attaching to his/her/its shares are determined in accordance with the shares held by this shareholder at the Record Date.

 

 

 

Date: __________, 2019     Signature: _____________