REG - Invesco Markets III - Notice to Shareholders

BNP Paribas SAAnnouncement

13/01/2026 14:45

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RNS Number : 7399O  Invesco Markets III PLC  13 January 2026

 

 

 

 

 

Invesco Markets III Plc

Ground Floor, 2 Cumberland Place, Fenian Street, Dublin 2, Ireland

Telephone +353 1 439 8000 www.invesco.com (http://www.invesco.com/)

 

 

 

 

 

 

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This circular (the "Circular") is sent to you as a Shareholder in the below
named Funds, each a sub-fund of Invesco Markets III plc (the "Company"). It is
important and requires your immediate attention.

 

If you are in any doubt as to the action you should take, seek advice from
your stockbroker, bank manager, solicitor, accountant or independent financial
adviser. The Circular and the changes it proposes have not been reviewed by
the Central Bank of Ireland (the "Central Bank"). If you have sold or
transferred your shares in the Funds, then no action is required.

 

Unless otherwise defined herein, all capitalised terms used herein shall bear
the same meaning as capitalised terms used in the latest prospectus of the
Company (the "Prospectus") and supplement for the Funds (the "Supplement"). A
copy of the Prospectus and the Supplement is available on request during
normal business hours from the Company or from the local representative of the
Company in any jurisdiction in which the Funds are registered for public
distribution, including from the German information agent Marcard, Stein &
Co AG, Ballindamm 36, 20095 Hamburg, Germany and in Switzerland at BNP Paribas
Securities Services, Paris, succursale de Zurich, Selnaustrasse 16, 8002
Zurich which is the Swiss representative and paying agent.

 

The Directors accept responsibility for the information contained in this
document. To the best of the knowledge and belief of the Directors (who have
taken all reasonable care to ensure that such is the case) the information
contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information.

 

THE ACTION REQUIRED TO BE TAKEN IS SET OUT ON PAGE 6.

 

 

12 January 2026

 

 

RE:       Invesco FTSE RAFI All-World 3000 UCITS ETF (ISIN:
IE00B23LNQ02) Invesco FTSE RAFI US 1000 UCITS ETF (ISIN: IE00B23D8S39) Invesco
FTSE RAFI Europe UCITS ETF (ISIN: IE00B23D8X81)

Invesco FTSE RAFI Emerging Markets UCITS ETF (ISIN: IE00B23D9570) (each a
'Fund', together the 'Funds').

 

 

 

 

Invesco Markets III plc is regulated by the Central Bank of Ireland An
umbrella investment company with variable capital

and having segregated liability between its sub-funds Directors: Gary Buxton
(British/Irish), Deirdre Gormley, Sarah (Katy Walton) Jones (British), Lisa
Martensson (Swedish)

 

Incorporated in Ireland No 352941

 

 

 

 

 

Notification of Extraordinary General Meeting to make certain changes to the
Funds

Dear Shareholder

 

1.   Introduction

 

The Company is authorised by the Central Bank pursuant to the European
Communities (Undertakings for Collective Investment in Transferable
Securities) Regulations 2011, as amended (the "UCITS Regulations"). The
Company is established as an umbrella fund with segregated liability between
sub-funds and the Funds are sub-funds of the Company.

 

The purpose of this letter is to notify you of an extraordinary general
meeting ("EGM") of the Funds to consider and vote on a proposed change to the
index tracked by the Funds and corresponding changes to the investment
objective of the Funds (the "Changes").

 

2.   The proposed changes

It is proposed to change the current Indices to the Funds as set out below:

 

 Fund                                                              Current Index                     New Index
 Invesco FTSE RAFI All-World 3000 UCITS ETF                        FTSE RAFI All-World 3000 Index    RAFI Fundamental Global Index
 Invesco FTSE RAFI US 1000 UCITS ETF                               FTSE RAFI US 1000 Index           RAFI Fundamental US Index
 Invesco FTSE RAFI Europe UCITS ETF                                FTSE RAFI Europe Index            RAFI Fundamental Europe Index
 Invesco    FTSE    RAFI     Emerging Markets UCITS ETF            FTSE RAFI Emerging Markets Index  RAFI     Fundamental     Emerging Markets Index

 

The Changes are proposed as the Company has been informed that the FTSE RAFI
Index Series will cease to be calculated by the benchmark administrator
effective on or around the latter half of 2026. As such, it is proposed that
the Funds change the Indices to the RAFI Fundamental Index Series, which is
provided by Research Affiliates, the original creator of the RAFI Intellectual
Property. The Manager and Investment Manager believe that the Changes will
result in a similar exposure proposition for clients, with a compelling
risk-return profile.

 

3.   Further changes

 

In addition to the above-mentioned Changes, it is proposed to rename the Funds
to reflect the New Indices as set out below.

 

 

 

 Current Fund Name                             New Fund Name
 Invesco FTSE RAFI All-World 3000 UCITS ETF    Invesco RAFI All-World Fundamental Value UCITS ETF
 Invesco FTSE RAFI US 1000 UCITS ETF           Invesco RAFI US Fundamental Value UCITS ETF
 Invesco FTSE RAFI Europe UCITS ETF            Invesco RAFI Europe Fundamental Value UCITS ETF
 Invesco FTSE RAFI Emerging Markets UCITS ETF  Invesco RAFI Emerging Markets Fundamental Value UCITS ETF

 

Shareholders should note that:

 

Shareholders will not bear any additional legal or administrative costs as a
result of the Changes. There will be no changes to the Funds' identifiers such
as the ISIN or ticker.

 

The Funds may incur transaction costs associated with the Changes. The
transaction costs, based on the change of the Funds' portfolio, are not
expected to be material and will be borne by the Funds.

 

The anticipated tracking error and risk profile of the Funds are expected to
remain the same.

Subject to Shareholder approval being obtained, the Changes will take effect
on or around 23 March 2026 (the "Effective Date").

 

Recommendation:

 

The Directors believe that the resolution to be proposed at the EGM is in the
best interests of Shareholders and, accordingly, the Directors recommend that
Shareholders vote in favour of the resolution.

New Index descriptions

This section is a summary of the principal features of the new Indices and is
not a complete description of the new Indices,

 

RAFI Fundamental Global Index

The index is designed to reflect the performance of large and mid companies
based on their fundamental values from global developed and emerging market
countries.

The index is constructed from the RAFI Global Equity Investable Universe.

The fundamental values are based on four measures from company financial
statements:

·      Adjusted Sales (company sales multiplied by company equity to
assets ratio averaged over the past five years).

·      Adjusted cash flow (company operating cash flow averaged over the
past five years plus company R&D expenses averaged over the past five
years).

·      Book Value plus intangibles (most recent company book value plus
research capital, with research capital defined as the accumulation of
depreciated R&D expenses over the past six years).

·      Dividend plus buybacks (average dividends paid and share buybacks
over the past five years).

 

 

 

 

Fundamental values for each company are then free-float adjusted. Eligible
securities are assigned to size classifications (large, mid and small) based
on their adjusted fundamental value. Companies assigned as large and mid are
selected into the index and weighted by their adjusted fundamental value.

 

Index rebalancing

The index is reconstituted annually in March and rebalanced on a quarterly
staggered basis.

 

The Fund may choose, but is not obliged to, to rebalance in line with the
Reference Index and will bear the costs of any rebalancing trades (i.e. the
costs of buying and selling securities of the Reference Index and associated
taxes and transaction costs).

The Index may be changed in certain circumstances (as set out in section 5.4
"Indices").

 

Additional information

Further details regarding the Fund, including the Fund's investment portfolio,
can be found on the Website. Further details and methodology regarding the
Index, are available on the Index provider's website
https://www.rafi.com/index-strategies/rafi-fundamental-indices.
(https://www.rafi.com/index-strategies/rafi-fundamental-indices)

The index component is available on the Index administrator's website
https://www.solactive.com/indices/. (https://www.solactive.com/indices/)

 

RAFI Fundamental US Index

 

The index is designed to reflect the performance of large and mid companies
based on their fundamental values from the US.

The index is constructed from the RAFI Global Equity Investable Universe.

The fundamental values are based on four measures from company financial
statements:

·   Adjusted Sales (company sales multiplied by company equity to assets
ratio averaged over the past five years).

·    Adjusted cash flow (company operating cash flow averaged over the past
five years plus company R&D expenses averaged over the past five years).

·     Book Value plus intangibles (most recent company book value plus
research capital, with research capital defined as the accumulation of
depreciated R&D expenses over the past six years).

·     Dividend plus buybacks (average dividends paid and share buybacks
over the past five years).

Fundamental values for each company are then free-float adjusted. Eligible
securities are assigned to size classifications (large, mid and small) based
on their adjusted fundamental value. Companies from the US assigned as large
and mid are selected into the index and weighted by their adjusted fundamental
value.

 

Index rebalancing

The index is reconstituted annually in March and rebalanced on a quarterly
staggered basis.

 

The Fund will be rebalanced in line with the Index and will bear the costs of
rebalancing (the costs of buying and selling securities of the Index and
associated taxes and transaction costs).

The Index may be changed in certain circumstances (as set out in section 5.4
"Indices").

 

 

 

Additional information

Further details regarding the Fund, including the Fund's investment portfolio,
can be found on the Website. Further details and methodology regarding the
Index, are available on the Index provider's website
https://www.rafi.com/index-strategies/rafi-fundamental-indices.
(https://www.rafi.com/index-strategies/rafi-fundamental-indices)

The index component is available on the Index administrator's website
https://www.solactive.com/indices/ (https://www.solactive.com/indices/) .
(https://www.solactive.com/indices/)

 

 

RAFI Fundamental Europe Index

 

The index is designed to reflect the performance of large and mid companies
based on their fundamental values from European countries.

The index is constructed from the RAFI Global Equity Investable Universe.

The fundamental values are based on four measures from company financial
statements:

·      Adjusted Sales (company sales multiplied by company equity to
assets ratio averaged over the past five years).

·      Adjusted cash flow (company operating cash flow averaged over the
past five years plus company R&D expenses averaged over the past five
years).

·      Book Value plus intangibles (most recent company book value plus
research capital, with research capital defined as the accumulation of
depreciated R&D expenses over the past six years).

·      Dividend plus buybacks (average dividends paid and share buybacks
over the past five years).

Fundamental values for each company are then free-float adjusted. Eligible
securities are assigned to size classifications (large, mid and small) based
on their adjusted fundamental value. Companies from European countries
assigned as large and mid are selected into the index and weighted by their
adjusted fundamental value.

 

Index rebalancing

The index is reconstituted annually in March and rebalanced on a quarterly
staggered basis.

The Fund will be rebalanced in line with the Index and will bear the costs of
rebalancing (the costs of buying and selling securities of the Index and
associated taxes and transaction costs).

The Index may be changed in certain circumstances (as set out in section 5.4
"Indices").

 

Additional information

Further details regarding the Fund, including the Fund's investment portfolio,
can be found on the Website. Further details and methodology regarding the
Index, are available on the Index provider's website
https://www.rafi.com/index-strategies/rafi-fundamental-indices.
(https://www.rafi.com/index-strategies/rafi-fundamental-indices)

The index component is available on the Index administrator's website
https://www.solactive.com/indices// (https://www.solactive.com/indices/)

RAFI Fundamental Emerging Markets Index

The index is designed to reflect the performance of large and mid companies
based on their fundamental values from emerging market countries.

The index is constructed from the RAFI Global Equity Investable Universe.

The fundamental values are based on four measures from company financial
statements:

·     Adjusted Sales (company sales multiplied by company equity to assets
ratio averaged over the past five years).

 

 

·   Adjusted cash flow (company operating cash flow averaged over the past
five years plus company R&D expenses averaged over the past five years).

·     Book Value plus intangibles (most recent company book value plus
research capital, with research capital defined as the accumulation of
depreciated R&D expenses over the past six years).

·      Dividend plus buybacks (average dividends paid and share buybacks
over the past five years).

Fundamental values for each company are then free-float adjusted. Eligible
securities are assigned to size classifications (large, mid and small) based
on their adjusted fundamental value. Companies from emerging marketsassigned
as large and mid are selected into the index and weighted by their adjusted
fundamental value.

 

Index rebalancing

The index is reconstituted annually in March and rebalanced on a quarterly
staggered basis.

 

The Fund may choose, but is not obliged to, to rebalance in line with the
Reference Index and will bear the costs of any rebalancing trades (i.e. the
costs of buying and selling securities of the Reference Index and associated
taxes and transaction costs).

The Index may be changed in certain circumstances (as set out in section 5.4
"Indices").

 

Additional information

Further details regarding the Fund, including the Fund's investment portfolio,
can be found on the Website. Further details and methodology regarding the
Index, are available on the Index provider's website
https://www.rafi.com/index-strategies/rafi-fundamental-indices.
(https://www.rafi.com/index-strategies/rafi-fundamental-indices)

The index component is available on the Index administrator's website
https://www.solactive.com/indices/. (https://www.solactive.com/indices/)

 

4.   NOTICE OF EGM TO CONSIDER AND VOTE ON MATERIAL CHANGE

In order to obtain Shareholder approval for the Changes, the Board has decided
to convene an EGM at which a resolution to approve the Changes will be
proposed. You will find attached to this letter a notice of EGM ("Notice of
EGM") which will be held at 10 a.m. (Irish time) on 05 February 2026.

 

Please note that you are only entitled to attend and vote at the meeting (or
any adjournment thereof) if you are a registered shareholder in the Funds. As
the Funds use the International Central Securities Depositary (ICSD) model of
settlement and The Bank of New York Depository (Nominees) Limited is the sole
registered shareholder of shares in the Funds, investors in the Funds should
submit their voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary, broker
or nominee). If any investor has invested in the Funds through a
broker/dealer/other intermediary, the investor should contact this entity to
provide voting instructions.

How to vote

 

The form of proxy accompanying this Notice of EGM should be completed and
returned in accordance with the instructions thereon.

 

Deadline for voting

 

For a Shareholder's vote to be counted at the EGM, the form must be received
by The Bank of New York Mellon, London Branch (the "Common Depositary") no
later than 48 hours before the time fixed for the holding of the EGM (10 a.m.
(Irish time) on 03 February 2026).

 

Re-convening the EGM

 

Should it be necessary to re-convene the EGM, Shareholders should note that
the Board has determined that the re-convened meeting would take place on 12
February 2026 at 10.00 a.m. (Irish time).

 

Publication of Results

 

The results of the EGM will be announced through the regulatory news service
on the Euronext Dublin website and will be published in the appropriate manner
in each of the other jurisdictions in which the Fund is listed on a stock
exchange.

 

Redemption of Shares

Shareholders who do not wish to remain in the Funds following the
implementation of the Changes (if the resolution is passed) will have the
opportunity to redeem their Shares on any Dealing Day prior to the Effective
Date in the manner prescribed in the Prospectus.

 

Should you have any questions relating to these matters, you should either
contact the Company at the above address or alternatively you should contact
your investment consultant.

 

 

Yours faithfully

 

_____________________

Deirdre Gormley Director

For and on behalf of

Invesco Markets III plc

 

 

INVESCO MARKETS III PLC

(the "Company")

INVESCO FTSE RAFI ALL-WORLD 3000 UCITS ETF (the "Fund") REGISTERED OFFICE

Ground Floor, 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, D02 H0V5

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting ("EGM") of the
Fund will be held at 10.00

a.m. (Irish time) on 05 February 2026 at the registered office of the Company
to consider and, if thought fit, pass the following resolution as an ordinary
resolution:

 

SPECIAL BUSINESS

 

1.   That the change of index of the Fund to RAFI Fundamental Global Index
be and is hereby approved.

 

 

BY ORDER OF THE BOARD

 

 

SIGNED:

 

Date: 12 January 2026

 

 

NOTE:

Only those shareholders registered in the register of members of the Fund as
at 03 February 2026 or, if the EGM is adjourned, the day that is two days
before the day appointed for the adjourned EGM, are entitled to attend and
vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

Please note that you are only entitled to attend and vote at the meeting (or
any adjournment thereof) if you are a registered shareholder of the Funds. As
the Funds use the International Central Securities Depositary (ICSD) model of
settlement and The Bank of New York Depository (Nominees) Limited is the sole
registered shareholder of shares in the Fund, investors in the Funds should
submit their voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary, broker
or nominee). If any investor has invested in the Funds through a
broker/dealer/other intermediary, the investor should contact this entity to
provide voting instructions.

 

 

 

INVESCO MARKETS III PUBLIC LIMITED COMPANY

(the "Company")

 

INVESCO FTSE RAFI All-World 3000 UCITS ETF

(the "Fund") FORM OF PROXY

I,/We*
 
 being a Shareholder of the above named Fund, hereby appoint the Chairperson
of the Company or failing her, Sarah O'Callaghan or any other representative
of Invesco Investment Management Limited and any of the Directors of the
Company as my/our* proxy and to vote for me/us* on my/our* behalf at the EGM
to be held at 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, on 05
February 2026 at 10am and at any adjournment thereof.

 

Please indicate with an "X" in the boxes below how you wish the proxy to vote.

 

     SPECIAL RESOLUTION                                                         YES  NO  ABSTAIN
 1.  To approve the change of index of the Fund to the RAFI Fundamental Global
     Index.

 

Signed this           day
of                       2026

Signature:
 

For and on behalf of

NOTES:-

a)   Only those shareholders registered in the register of members of the
Fund as at 03 February 2026 or, if the EGM is adjourned, the day that is two
days before the day appointed for the adjourned EGM, are entitled to attend
and vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

b)   As a result of the Company's International Central Securities
Depositary ("ICSD") settlement model, The Bank of New York Mellon, London
Branch is the only registered shareholder of the Fund.

c)   The Bank of New York Depository (Nominees) Limited, being the only
registered shareholder of the Fund, is entitled to appoint a proxy or an
authorised representative to attend, speak and vote on its behalf. A proxy or
an authorised representative need not be a member of the Fund. The form of
proxy enclosed with this notice of EGM is therefore only for use by the
registered shareholder of the Fund.

 

d)   Investors in the Fund should submit their voting instructions through
an ICSD or through a participant in the ICSD being their local central
securities depositary (which in turn should be instructed to submit their
voting instructions to the ICSD) to ensure the sole registered shareholder of
the Fund votes in accordance with their instructions. Investors who have

 

 

invested in the Fund via their brokers, dealers or intermediaries should
contact these entities to provide voting instructions to the ICSD on their
behalf. In accordance with their respective rules and procedures, each ICSD is
required to collate and transfer all votes received from its participants to
the Company's common depositary, The Bank of New York Mellon, London Branch
(the "Common Depositary"), and the Common Depositary is, in turn, required to
collate and transfer all votes received from each ICSD to The Bank of New York
Depository (Nominees) Limited, which is obligated to vote in accordance with
the Common Depositary's voting instructions. Investors should consult with
their brokers, dealers or intermediaries to understand any timing implications
for them in this regard.

 

e)   To be valid, a completed form of proxy and any power of attorney under
which it is signed must be deposited as instructed above no later than 10am on
03 February 2026, or if the EGM is adjourned, not less than 48 hours before
the time appointed for the holding of the adjourned meeting.

 

f)    Queries in relation to the subject matter of this Circular can be
addressed to psietf@invesco.com. (mailto:psietf@invesco.com)

 

 

INVESCO MARKETS III PLC

(the "Company")

INVESCO FTSE RAFI US 1000 UCITS ETF (the "Fund") REGISTERED OFFICE

Ground Floor, 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, D02 H0V5

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting ("EGM") of the
Fund will be held at 10.00

a.m. (Irish time) on 05 February 2026 at the registered office of the Company
to consider and, if thought fit, pass the following resolution as an ordinary
resolution:

 

SPECIAL BUSINESS

 

1.   That the change of index of the Fund to RAFI Fundamental US Index be
and is hereby approved.

 

 

BY ORDER OF THE BOARD

 

 

SIGNED:

 

Date: 12 January 2026

 

 

NOTE:

 

Only those shareholders registered in the register of members of the Fund as
at 03 February 2026 or, if the EGM is adjourned, the day that is two days
before the day appointed for the adjourned EGM, are entitled to attend and
vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

Please note that you are only entitled to attend and vote at the meeting (or
any adjournment thereof) if you are a registered shareholder of the Funds. As
the Funds use the International Central Securities Depositary (ICSD) model of
settlement and The Bank of New York Depository (Nominees) Limited is the sole
registered shareholder of shares in the Fund, investors in the Funds should
submit their voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary, broker
or nominee). If any investor has invested in the Funds through a
broker/dealer/other intermediary, the investor should contact this entity to
provide voting instructions.

 

 

 

INVESCO MARKETS III PUBLIC LIMITED COMPANY

(the "Company")

 

INVESCO FTSE RAFI US 1000 UCITS ETF

(the "Fund") FORM OF PROXY

I,/We*
 
 being a Shareholder of the above named Fund, hereby appoint the Chairperson
of the Company or failing her, Sarah O'Callaghan or any other representative
of Invesco Investment Management Limited and any of the Directors of the
Company as my/our* proxy and to vote for me/us* on my/our* behalf at the EGM
to be held at 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, on 05
February 2026 at 10am and at any adjournment thereof.

 

Please indicate with an "X" in the boxes below how you wish the proxy to vote.

 

     SPECIAL RESOLUTION                                                            YES  NO  ABSTAIN
 1.  To approve the change of index of the Fund to the RAFI Fundamental US Index.

 

Signed this           day
of                       2026

Signature:
 

For and on behalf of

NOTES:-

a)   Only those shareholders registered in the register of members of the
Fund as at 03 February 2026 or, if the EGM is adjourned, the day that is two
days before the day appointed for the adjourned EGM, are entitled to attend
and vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

b)   As a result of the Company's International Central Securities
Depositary ("ICSD") settlement model, The Bank of New York Mellon, London
Branch is the only registered shareholder of the Fund.

c)   The Bank of New York Depository (Nominees) Limited, being the only
registered shareholder of the Fund, is entitled to appoint a proxy or an
authorised representative to attend, speak and vote on its behalf. A proxy or
an authorised representative need not be a member of the Fund. The form of
proxy enclosed with this notice of EGM is therefore only for use by the
registered shareholder of the Fund.

 

d)   Investors in the Fund should submit their voting instructions through
an ICSD or through a participant in the ICSD being their local central
securities depositary (which in turn should be instructed to submit their
voting instructions to the ICSD) to ensure the sole registered shareholder of
the Fund votes in accordance with their instructions. Investors who have

 

 

invested in the Fund via their brokers, dealers or intermediaries should
contact these entities to provide voting instructions to the ICSD on their
behalf. In accordance with their respective rules and procedures, each ICSD is
required to collate and transfer all votes received from its participants to
the Company's common depositary, The Bank of New York Mellon, London Branch
(the "Common Depositary"), and the Common Depositary is, in turn, required to
collate and transfer all votes received from each ICSD to The Bank of New York
Depository (Nominees) Limited, which is obligated to vote in accordance with
the Common Depositary's voting instructions. Investors should consult with
their brokers, dealers or intermediaries to understand any timing implications
for them in this regard.

 

e)   To be valid, a completed form of proxy and any power of attorney under
which it is signed must be deposited as instructed above no later than 10am on
03 February 2026, or if the EGM is adjourned, not less than 48 hours before
the time appointed for the holding of the adjourned meeting.

 

f)    Queries in relation to the subject matter of this Circular can be
addressed to psietf@invesco.com. (mailto:psietf@invesco.com)

 

 

 

 

INVESCO MARKETS III PLC

(the "Company")

INVESCO FTSE RAFI Europe UCITS ETF (the "Fund") REGISTERED OFFICE

Ground Floor, 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, D02 H0V5

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

Notice is hereby given that an extraordinary general meeting ("EGM") of the
Fund will be held at 10.00

a.m. (Irish time) on 05 February 2026 at the registered office of the Company
to consider and, if thought fit, pass the following resolution as an ordinary
resolution:

 

SPECIAL BUSINESS

1.   That the change of index of the Fund to RAFI Fundamental Europe Index
be and is hereby approved.

 

 

BY ORDER OF THE BOARD

 

 

SIGNED:

 

Date: 12 January 2026

 

 

NOTE:

Only those shareholders registered in the register of members of the Fund as
at 03 February 2026 or, if the EGM is adjourned, the day that is two days
before the day appointed for the adjourned EGM, are entitled to attend and
vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

Please note that you are only entitled to attend and vote at the meeting (or
any adjournment thereof) if you are a registered shareholder of the Fund. As
the Fund uses the International Central Securities Depositary (ICSD) model of
settlement and The Bank of New York Depository (Nominees) Limited is the sole
registered shareholder of shares in the Fund, investors in the Funds should
submit their voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary, broker
or nominee). If any investor has invested in the Funds through a
broker/dealer/other intermediary, the investor should contact this entity to
provide voting instructions.

 

 

 

INVESCO MARKETS III PUBLIC LIMITED COMPANY

(the "Company")

 

INVESCO FTSE RAFI Europe UCITS ETF

(the "Fund") FORM OF PROXY

I,/We*
 
 being a Shareholder of the above named Fund, hereby appoint the Chairperson
of the Company or failing her, Sarah O'Callaghan or any other representative
of Invesco Investment Management Limited and any of the Directors of the
Company as my/our* proxy and to vote for me/us* on my/our* behalf at the EGM
to be held at 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, on 05
February 2026 at 10am and at any adjournment thereof.

 

Please indicate with an "X" in the boxes below how you wish the proxy to vote.

 

     SPECIAL RESOLUTION                                                         YES  NO  ABSTAIN
 1.  To approve the change of index of the Fund to the RAFI Fundamental Europe
     Index.

 

Signed this           day
of                       2026

Signature:
 

For and on behalf of

NOTES:-

a)   Only those shareholders registered in the register of members of the
Fund as at 03 February 2026 or, if the EGM is adjourned, the day that is two
days before the day appointed for the adjourned EGM, are entitled to attend
and vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

b)   As a result of the Company's International Central Securities
Depositary ("ICSD") settlement model, The Bank of New York Mellon, London
Branch is the only registered shareholder of the Fund.

c)   The Bank of New York Depository (Nominees) Limited, being the only
registered shareholder of the Fund, is entitled to appoint a proxy or an
authorised representative to attend, speak and vote on its behalf. A proxy or
an authorised representative need not be a member of the Fund. The form of
proxy enclosed with this notice of EGM is therefore only for use by the
registered shareholder of the Fund.

 

d)   Investors in the Fund should submit their voting instructions through
an ICSD or through a participant in the ICSD being their local central
securities depositary (which in turn should be instructed to submit their
voting instructions to the ICSD) to ensure the sole registered shareholder of
the Fund votes in accordance with their instructions. Investors who have

 

 

invested in the Fund via their brokers, dealers or intermediaries should
contact these entities to provide voting instructions to the ICSD on their
behalf. In accordance with their respective rules and procedures, each ICSD is
required to collate and transfer all votes received from its participants to
the Company's common depositary, The Bank of New York Mellon, London Branch
(the "Common Depositary"), and the Common Depositary is, in turn, required to
collate and transfer all votes received from each ICSD to The Bank of New York
Depository (Nominees) Limited, which is obligated to vote in accordance with
the Common Depositary's voting instructions. Investors should consult with
their brokers, dealers or intermediaries to understand any timing implications
for them in this regard.

 

e)   To be valid, a completed form of proxy and any power of attorney under
which it is signed must be deposited as instructed above no later than 10am on
03 February 2026, or if the EGM is adjourned, not less than 48 hours before
the time appointed for the holding of the adjourned meeting.

 

f)    Queries in relation to the subject matter of this Circular can be
addressed to psietf@invesco.com. (mailto:psietf@invesco.com)

 

 

 

INVESCO MARKETS III PLC

(the "Company")

INVESCO FTSE RAFI Emerging Markets UCITS ETF (the "Fund") REGISTERED OFFICE

Ground Floor, 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, D02 H0V5

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting ("EGM") of the
Fund will be held at 10.00

a.m. (Irish time) on 05 February 2026 at the registered office of the Company
to consider and, if thought fit, pass the following resolution as an ordinary
resolution:

 

SPECIAL BUSINESS

 

1.   That the change of index of the Fund to RAFI Fundamental Emerging
Markets Index be and is hereby approved.

 

 

BY ORDER OF THE BOARD

 

 

SIGNED:

 

Date: 12 January 2026

 

 

NOTE:

Only those shareholders registered in the register of members of the Fund as
at 03 February 2026 or, if the EGM is adjourned, the day that is two days
before the day appointed for the adjourned EGM, are entitled to attend and
vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

Please note that you are only entitled to attend and vote at the meeting (or
any adjournment thereof) if you are a registered shareholder of the Funds. As
the Funds use the International Central Securities Depositary (ICSD) model of
settlement and The Bank of New York Depository (Nominees) Limited is the sole
registered shareholder of shares in the Fund, investors in the Funds should
submit their voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary, broker
or nominee). If any investor has invested in the Funds through a
broker/dealer/other intermediary, the investor should contact this entity to
provide voting instructions.

 

 

 

INVESCO MARKETS III PUBLIC LIMITED COMPANY

(the "Company")

 

INVESCO FTSE RAFI Emerging Markets UCITS ETF (the "Fund")

FORM OF PROXY

 

I,/We*
 
 being a Shareholder of the above named Fund, hereby appoint the Chairperson
of the Company or failing her, Sarah O'Callaghan or any other representative
of Invesco Investment Management Limited and any of the Directors of the
Company as my/our* proxy and to vote for me/us* on my/our* behalf at the EGM
to be held at 2 Cumberland Place, Fenian Street, Dublin 2, Ireland, on 05
February 2026 at 10am and at any adjournment thereof.

Please indicate with an "X" in the boxes below how you wish the proxy to vote.

 

     SPECIAL RESOLUTION                                                           YES  NO  ABSTAIN
 1.  To approve the change of index of the Fund to the RAFI Fundamental Emerging
     Markets Index.

 

Signed this           day
of                       2026

Signature:
 

For and on behalf of

NOTES:-

a)   Only those shareholders registered in the register of members of the
Fund as at 03 February 2026 or, if the EGM is adjourned, the day that is two
days before the day appointed for the adjourned EGM, are entitled to attend
and vote at the EGM or at any adjournment thereof. Changes in the register of
members after this time will be disregarded in determining the rights of any
person to attend and/or vote at the EGM or any adjournment thereof.

 

b)   As a result of the Company's International Central Securities
Depositary ("ICSD") settlement model, The Bank of New York Mellon, London
Branch is the only registered shareholder of the Fund.

c)   The Bank of New York Depository (Nominees) Limited, being the only
registered shareholder of the Fund, is entitled to appoint a proxy or an
authorised representative to attend, speak and vote on its behalf. A proxy or
an authorised representative need not be a member of the Fund. The form of
proxy enclosed with this notice of EGM is therefore only for use by the
registered shareholder of the Fund.

 

d)   Investors in the Fund should submit their voting instructions through
an ICSD or through a participant in the ICSD being their local central
securities depositary (which in turn should be instructed to submit their
voting instructions to the ICSD) to ensure the sole registered shareholder of
the Fund votes in accordance with their instructions. Investors who have

 

 

invested in the Fund via their brokers, dealers or intermediaries should
contact these entities to provide voting instructions to the ICSD on their
behalf. In accordance with their respective rules and procedures, each ICSD is
required to collate and transfer all votes received from its participants to
the Company's common depositary, The Bank of New York Mellon, London Branch
(the "Common Depositary"), and the Common Depositary is, in turn, required to
collate and transfer all votes received from each ICSD to The Bank of New York
Depository (Nominees) Limited, which is obligated to vote in accordance with
the Common Depositary's voting instructions. Investors should consult with
their brokers, dealers or intermediaries to understand any timing implications
for them in this regard.

 

e)   To be valid, a completed form of proxy and any power of attorney under
which it is signed must be deposited as instructed above no later than 10am on
03 February 2026, or if the EGM is adjourned, not less than 48 hours before
the time appointed for the holding of the adjourned meeting.

 

f)    Queries in relation to the subject matter of this Circular can be
addressed to psietf@invesco.com. (mailto:psietf@invesco.com)

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