Société anonyme - Société d'investissement à capital variable
Registered office: 49 Avenue J.F. Kennedy
R.C.S. Luxembourg B160071
Notice of an Extraordinary General Meeting of Shareholders of the Company
Notice is hereby given that an Extraordinary General Meeting of Shareholders of the Company will be held at the registered office of the Company on March 27, 2020 at 2.00 p.m. (CET) (the "Meeting") with the following agenda:
To approve, on the basis of the common merger proposal and with an effective date on 24th April, 2020 (or at any other date as may be proposed by the Chairman at the meeting), the merger of the sub-fund OSSIAM LUX - Ossiam US Minimum Variance ESG NR into OSSIAM IRL ICAV - Ossiam US Minimum Variance ESG NR UCITS ETF, a sub-fund of OSSIAM IRL ICAV, incorporated in Ireland, having its registered office at 70, Sir John Rogerson's Quay, Dublin 2, Ireland, Registration number C173953 and qualifying as an open-ended umbrella type Irish collective asset-management vehicle ("ICAV") and established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulation, 2011 (S.I. No. 352 of 2011) as amended, as a consequence of which the sub-fund OSSIAM LUX - Ossiam US Minimum Variance ESG NR will cease to exist.
Shareholders are advised that a quorum of fifty percent of the shares in issue is required to validly deliberate and vote on the sole item of the agenda of the Meeting and decisions are taken by a majority of two-thirds of the votes cast.
If the quorum requirement is not reached at the Meeting, a second extraordinary general meeting of shareholders of the Company will be convened with the same agenda (the "Reconvened Meeting"). At the Reconvened Meeting, no quorum will be required and decisions in favour of the sole resolution must be approved by at least two-thirds of the votes cast at the Reconvened Meeting.
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 March 24th, 2020;
- 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.
Shareholders who cannot attend the Meeting may vote by proxy by returning the form of proxy to State Street Bank International GmbH, Luxembourg Branch, attention to the Domiciliary Department either by fax (+352) 46.40.10-413 or by email : Luxembourg-Domiciliarygroup@statestreet.com, or by mail to 49, Avenue J.F. Kennedy, L-1855 Luxembourg no later than two (2) business days before the Meeting. The form can be requested free of charge from the registered office of the Company.
The Board of Directors