REG - PIMCO ETFs PLC - Notice of EGM

Allianz SEAnnouncement

23/10/2025 16:00

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RNS Number : 6275E  PIMCO ETFs PLC  23 October 2025

_________________________________________________________________________________

 

This document is important and requires your immediate attention. If you are
in doubt as to the action you should take you should seek advice from your
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser. If you have sold or transferred all of your shares in the
PIMCO Euro Short-Term High Yield Corporate Bond UCITS ETF of PIMCO ETFs plc,
please pass this document at once to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for transmission to the
purchaser or transferee as soon as possible. The Directors of PIMCO ETFs plc
are the persons responsible for the information contained in this document.
All terms used in this document have the same meanings as in the Prospectus.
Please note that this document is not reviewed by the Central Bank of Ireland.

 

CIRCULAR TO SHAREHOLDERS OF THE

 

 

 

PIMCO Euro Short-Term High Yield Corporate Bond UCITS ETF

 

a sub-fund of

 

 

PIMCO ETFs plc

(An open-ended umbrella type investment company with variable capital and with
segregated liability between Funds incorporated with limited liability in
Ireland under the Companies Act 2014 with registered number 489440 and
established as an undertaking for collective investment in transferable
securities pursuant to the European Communities (Undertakings for Collective
Investment in Transferable Securities) Regulations, 2011, as amended).

 

NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING TO BE HELD ON 7 NOVEMBER,
2025 AS SET OUT IN APPENDIX I. YOU ARE REQUESTED TO COMPLETE AND RETURN THE
RELEVANT FORM OF PROXY SET OUT IN APPENDIX II IN ACCORDANCE WITH THE
INSTRUCTIONS PRINTED THEREON.

 

FORMS OF PROXY ARE SET OUT IN APPENDIX II AND SHOULD BE RETURNED NO LATER THAN
48 HOURS BEFORE THE TIME FIXED FOR THE HOLDING OF THE EXTRAORDINARY GENERAL
MEETING TO:

 

Company Secretarial Team,

Walkers,

5th Floor, the Exchange,

George's Dock, IFSC, Dublin 1, Ireland

or

by email to Cosec@walkersglobal.com

 

 

 

 

 

 

PIMCO ETFs plc (the "Company")

 

PIMCO Euro Short-Term High Yield Corporate Bond UCITS ETF (the "Fund")

 

 Share Class Name                                                            ISIN
 PIMCO Euro Short-Term High Yield Corporate Bond UCITS ETF EUR Accumulation  IE00BD8D5G25
 PIMCO Euro Short-Term High Yield Corporate Bond UCITS ETF EUR Income        IE00BD8D5H32

 

 

23 October, 2025

 

 

Dear Registered Shareholder,

 

1.   Introduction

 

As you are aware, the Company is an investment company with variable capital
and with segregated liability between funds, incorporated with limited
liability under the laws of Ireland, authorised on 9 December, 2010 by the
Central Bank of Ireland (the "Central Bank") pursuant to the European
Communities (Undertakings for Collective Investment in Transferable
Securities) Regulations 2011, as amended (the "Regulations").

 

The Directors of the Company wish to convene an Extraordinary General Meeting
of the Fund on 7 November, 2025, at which investors will be asked to approve
an amendment to the investment objective and certain related changes to the
investment policy in respect of the Fund Supplement, as outlined in section 2
below and as further shown in Appendix III.

 

As the Fund uses the International Central Securities Depository ("ICSD")
model of settlement and Citivic Nominees Limited is the sole registered
Shareholder of Shares in the Fund (the "Registered Shareholder") under the
ICSD settlement model, physical attendance of investors who are not the
Registered Shareholder does not take place at extraordinary general meetings
of the Fund or of the Company. Investors in the Fund should send voting
instructions through the relevant ICSD or the relevant participant in an ICSD
(such as a local central securities depository). If any investor has invested
in the Fund through a broker/dealer/other intermediary, the investor should
contact this entity or its relevant proxy voting agent to provide voting
instructions. The Registered Shareholder will collate the voting instructions
of each investor and will vote in favour of or against the proposed amendments
based on the voting instructions received.

 

2.         Overview of main amendments

 

Requiring Shareholder Approval

 

The investment objective of the Fund will change from smart-passive management
to active management whereby the Fund will seek to maximise total return,
consistent with prudent investment management.

 

As part of this change, the Fund will no longer seek to track the index used
by the Fund, i.e. the ICE BofA 0-5 Year Euro Developed Markets High Yield 2%
Constrained Index (the "Index"). The Fund will seek to achieve returns in
excess of the Index over the medium to long term after the deduction of all
fees and expenses and will use the Index for calculating the global exposure
of the Fund, duration measurement and performance comparison purposes. The
investment policy of the Fund will shift from tracking an index to investing
at least 80% of its assets in a diversified portfolio of Euro denominated high
yield Fixed Income Instruments.

 

Shareholder Notification

 

In addition to the changes outlined above, we hereby wish to notify you of the
following non-material amendments:

 

·      the Fund is to be renamed the "PIMCO Advantage Euro Short-Term
High Yield Corporate Bond UCITS ETF";

 

·      while the Fund shall be actively managed, due to the investment
universe represented by the Index and the intended investment universe of the
Fund (as selected in accordance with the Investment Advisor's investment
strategy), deviation from the Index is expected to be limited;

 

·      the average portfolio duration will change from closely
corresponding to the duration of the index to remaining within +/- 1 year of
the Index;

 

·      the Fund may invest up to 10% of its total assets in Equity
Securities and equity related securities (such as warrants and preferred
stock) and up to 25% of its assets in securities that are convertible into
Equity Securities (including up to 10% in contingent convertible securities);

 

·      the Fund may invest in Fixed Income Instruments of issuers that
are economically tied to emerging markets securities;

 

·      non-EUR denominated Fixed Income Instrument exposure will be
limited to 20% of total assets. Non-EUR denominated currency exposure will be
limited to 5% of total assets;

 

·      the investment policy of the Fund is to be modified to provide
for the promotion of environmental and social characteristics. Following the
implementation of the change, the Fund will be categorised as an Article 8
Fund for the purposes of the SFDR (currently it is categorised as Article 6).
Disclosure has been included in the updated Supplement and a pre-contractual
Annex has been appended to the Supplement to reflect the new sustainability
features of the Fund; and

 

·      following a change to its requirements, the Central Bank now
facilitates ETFs publicly disclosing the identities and quantities of
portfolio holdings on a periodic basis. Accordingly, with effect from the date
of the updated Fund Supplement, the Fund shall provide the identities and
quantities of portfolio holdings to the market as at the end of each calendar
quarter within 30 business days of the end of that quarter.

 

 

 

 

 

Fee reduction

 

There will be a 5bps reduction for all share classes.

 

3.         Fees and Expenses

 

The fees and expenses that will be incurred in connection with the changes to
the Fund (including legal and administrative costs of drafting and
implementing the proposed change to the Fund Supplement) will be borne by the
Company's manager, PIMCO Global Advisors (Ireland) Limited.

 

4.         Implication of the proposed changes

 

The investment objective of the Fund will change from smart-passive management
to active management. The purpose of the change is to maximise total return,
consistent with prudent investment management.

 

These changes will allow investors to access PIMCO's alpha generation
capabilities in the short-term segment of the Euro high yield market. As such,
the Fund provides an option for investors that would like to gain exposure to
the short-term segment of the Euro high yield market whilst also benefiting
from PIMCO's high yield investment team, process, and research capabilities.

 

Recategorising the Fund as an Article 8 Fund for the purposes of the SFDR
enables the Fund to promote environmental and social characteristics in line
with certain existing Article 8 funds within PIMCO's ESG framework.

 

The fee reduction offers clients a competitively priced actively managed PIMCO
ETF to access the opportunity set in the short-term portion of the Euro high
yield market.

 

The key risks applicable to the Fund will be amended to include reference to
"High Yield Risk" and "Emerging Markets Risk". The overall risk profile of the
Fund is not expected to change.

 

Taking the above into account, we believe that this change is in the best
interests of investors.

 

5.         Shareholders' Approval

 

For the sanctioning of the resolution to approve the proposed amendments (set
out in Appendix III), subject to the requirements of the Central Bank, the
Registered Shareholder of the Fund must pass the ordinary resolution
(consisting of fifty-one per cent (51%) or more of the total number of votes
cast).

 

The quorum for the Extraordinary General Meeting is one Registered Shareholder
present (in person or by proxy). If within half an hour from the time
appointed for the Extraordinary General Meeting, a quorum is not present, it
shall be adjourned to the same day in the next week, at the same time and
place or to such other day and at such other time and place as the Directors
may determine.

 

If you are a registered holder of Shares in the Fund, you will receive a proxy
form with this Circular. Please read the notes printed on the form, which will
assist you in completing the proxy form, and return the proxy form to us. To
be valid, your appointment of proxy must be received no later than 48 hours
before the time appointed for the Extraordinary General Meeting and therefore
by 1 p.m. on 5 November, 2025 at the latest.

 

The proposed effective date of the changes to the Fund will be on or around 21
November, 2025, subject to the Registered Shareholder's approval of the
proposed amendments and the requisite regulatory approvals, with the exact
date to be announced via the regulatory news service of Euronext Dublin and to
be published in an appropriate manner in each of the other jurisdictions in
which the Fund's shares are listed on a stock exchange.

 

The results of the Extraordinary General Meeting will also be announced
through the regulatory news service on the Euronext Dublin website and will be
published in an appropriate manner in each of the other jurisdictions in which
the Company is listed on a stock exchange.

 

6.         Recommendation

 

The Directors believe that the proposed resolution is in the best interests of
the investors of the Fund and therefore recommend that you vote in favour of
the proposal. Should you be in any doubt as to the actions you should take, we
recommend that you consult with your own tax and legal advisers.

 

7.         Notice and Proxy Forms

 

Details of the specific resolution which the Registered Shareholder will be
asked to approve is detailed in the Notice and Proxy Forms attached to this
Circular.

 

This Circular is accompanied by the following documents:

 

1.   Notice of the Extraordinary General Meeting of the Fund to be held at 1
p.m. on 7 November, 2025 at the offices of Walkers Corporate Services
(Ireland) Limited, The Exchange, George's Dock, IFSC, Dublin 1, D01 W3P9,
Ireland (Appendix I);

 

2.   A Proxy Form which allows you to cast your vote by proxy (Appendix II);

 

3.   Appendix III highlighting the amendments to the Fund Supplement.

 

In order to exercise your vote, please complete the attached Proxy Form and
return it to:

 

Company Secretarial Team,

Walkers,

5th Floor, the Exchange,

George's Dock, IFSC, Dublin 1, Ireland

 

To be valid, the proxy forms must be received at the above address or by email
to Cosec@walkersglobal.com (mailto:Cosec@walkersglobal.com)

no later than 48 hours before the time fixed for the holding of the
Extraordinary General Meeting.

 

For any questions regarding this matter, investors may consult their financial
adviser, the Company's appointed representative in that country or the
Administrator. The Administrator may be contacted via e-mail at
PIMCOEMteam@StateStreet.com, or by telephone as follows:

 

EMEA: +353 1 776 9990

Hong Kong: +852 35561498

Taiwan: +886 80 113 6992

Singapore: +65 68267589

Americas: +1 416 5068337

 

 

Yours faithfully,

 

 

__________________________

Director

For and on behalf of PIMCO ETFs plc

APPENDIX I

 

Notice of Extraordinary General Meeting

 

PIMCO ETFs plc (the "Company")

 

PIMCO Euro Short-Term High Yield Corporate Bond UCITS ETF (the "Fund")

 

 

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the
Registered Shareholder of the Fund will be held at the offices of Walkers
Corporate Services (Ireland) Limited, The Exchange, George's Dock, IFSC,
Dublin 1, D01 W3P9, Ireland on 7 November, 2025 at 1 p.m. for the following
purposes:

 

 

1.   To approve the change to the investment objective and certain related
changes to the investment policy in respect of the Fund which are highlighted
in Appendix III, subject to such amendments as may be required by the Central
Bank. Please note only investors in the Fund are entitled to vote on this
proposal.

 

 

 

 

____________________________________

For and on behalf of

Walkers Corporate Services (Ireland) Limited

Secretary

Dated this 23(rd) day of October, 2025

Note:    An investor entitled to attend and vote at the above Extraordinary
General Meeting is entitled to appoint a proxy or proxies to attend and vote
in his/her stead. A proxy need not be an investor.

 

 

APPENDIX II

 

PROXY FORM

 

PIMCO PIMCO ETFs plc

(the "Company")

 

PIMCO EURO SHORT-TERM HIGH YIELD CORPORATE BOND UCITS ETF
     (the "Fund")

 

 

 

I/We*
 

 

of
 

 

being an investor/investors* of the above named Fund hereby appoint --the
Chairman or, failing him/her, Anthony Finegan or failing him, Laura Campbell,
or failing her any other representative of Walkers Corporate Services
(Ireland) Limited or, failing him/her,

 

                                     of
____________________________________________________

 

as my/our* proxy to vote on my/our* behalf in the manner indicated below at
the Extraordinary General Meeting of the Fund to be held at the offices of
Walkers Corporate Services (Ireland) Limited, The Exchange, George's Dock,
IFSC, Dublin 1, D01 W3P9, Ireland on 7 November, 2025 at 1 p.m. and at any
adjournment thereof.

 

 

Signed  __________________________

 

Dated this ------____ day of ___--______, -2025

 

(*delete as appropriate)

 

RESOLUTION

 
                      For/Yes Against/No

       1.  To approve the change to the investment objective and certain
 related changes to the investment policy in respect of the Fund which are
 highlighted in Appendix III to the Shareholder Circular, subject to such
 amendments as may be required by the Central Bank.

 

Notes to Form of Proxy

 

 

1.    One Registered Shareholder present in person or by proxy entitled to
vote shall be a quorum for all purposes. If within half an hour from the time
appointed for the Extraordinary General Meeting, a quorum is not present, it
shall be adjourned to the same day in the next week, at the same time and
place or to such other day and at such other time and place as the Directors
may determine. The Registered Shareholder entitled to attend and vote at any
such adjourned meeting is entitled to appoint a proxy to attend, speak and
vote in his place and that a proxy need not be an investor of the Company.
This notice shall be deemed to constitute due notice of any such adjourned
meeting within the meaning of the Company's Articles of Association.

 

2.    An investor may appoint a proxy of his own choice. If the appointment
is made insert the name of the persons appointed as proxy in the space
provided. A person appointed to act as a proxy need not be an investor.

 

3.    If the appointer is a corporation, this form must be under the Common
Seal or under the hand of an officer or attorney duly authorised on his
behalf.

 

4.    If this form is returned without any indication as to how the person
appointed proxy shall vote he will exercise his discretion as to how he votes
or whether he abstains from voting.

 

5.    To be valid, this form must be completed and deposited by post for
the attention of the Company Secretarial Team, Walkers, 5th Floor, the
Exchange, George's Dock, IFSC, Dublin 1, Ireland or by email to
Cosec@walkersglobal.com, not less than 48 hours before the time fixed for
holding the Extraordinary General Meeting or adjourned meeting.

 

6.    If you have any questions regarding the information provided in this
Circular please contact PIMCO Shareholder Services at the following numbers:
EMEA: +353 1 776 9990, Hong Kong: +852 35561498, Taiwan: +886 80 113 6992,
Singapore: +65 68267589 and Americas: +1 416 5068337. Alternatively, you may
contact us by email at:  PIMCOEMteam@StateStreet.com.

 

 

APPENDIX III

 

AMENDMENTS TO THE FUND SUPPLEMENT WITH REGARD TO THE INVESTMENT OBJECTIVE AND
CERTAIN RELATED CHANGES TO THE INVESTMENT POLICY

 

PIMCO ETFs plc

(the "Company")

 

PIMCO Euro Short-Term High Yield Corporate Bond UCITS ETF

 (the "Fund")

 

 

Please find below the relevant extract from the PIMCO Euro Short-Term High
Yield Corporate Bond UCITS ETF

Supplement, highlighting the deletions by strike through and additions by
underling of the proposed amendment thereto.

 

 

 

 

 

 

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