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RNS Number : 2106X  Goldman Sachs ETF ICAV  18 March 2026

 

This Notice is sent to you as a Shareholder in Goldman Sachs Paris-Aligned
Climate World Equity UCITS ETF (the "Fund"), a sub-fund of Goldman Sachs ETF
ICAV (the "ICAV"). It is important and requires your immediate attention. If
you are in any doubt as to the action to be taken, you should immediately
consult your stockbroker, solicitor or attorney or other professional advisor.
If you sold or otherwise transferred your holding in the Fund, please send
this Notice and the accompanying proxy card to the stockbroker or other agent
through whom the sale or transfer was effected for transmission to the
purchaser or transferee.

This Notice has not been reviewed by the Central Bank of Ireland (the "Central
Bank") and it is possible that changes to this Notice may be necessary to meet
the requirements of the Central Bank. The Directors are of the opinion that
there is nothing contained in this Notice nor in the proposals contained in
this Notice that conflicts with the guidance notes issued by and regulations
of the Central Bank. Capitalised terms in this Notice are defined in
Prospectus for the ICAV and Supplement for the Fund.

18 March 2026

Notice of Extraordinary meeting of the shareholders in the Fund

 

 The Fund/Share Class                                                         ISIN
 Goldman Sachs Paris-Aligned Climate World Equity UCITS ETF- Class USD (Acc)  IE000HPBRE54

 

Dear Shareholder,

We are writing to you in connection with an EGM of the Fund with respect to
certain updates being proposed for the Fund. The notice of the EGM is enclosed
at Appendix I (the "Notice").

The EGM will be held at the offices of Matsack Trust Limited, 70 Sir John
Rogerson's Quay, Dublin 2, Ireland on 10 April 2026 at 12:00 pm (Irish time).

A proxy card is enclosed as Appendix II to enable you to vote at the EGM
should you not be able to attend in person and you are urged to complete and
return it as soon as possible and in any event by no later than 12:00 pm
(Irish time) on 8 April 2026. Please read the notes printed on the proxy card
which will assist you in completing and returning same.

You may attend and vote at the EGM even if you have appointed a proxy but in
such circumstances the proxy is not entitled to vote. The quorum for the EGM
is one Shareholder present in person or by proxy. If a quorum is not present
within half an hour of the time appointed for the EGM, it will be necessary to
adjourn it. In that event, the EGM will 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.

Sincerely,

 

 

Director

For and on behalf of Goldman Sachs ETF ICAV

APPENDIX I

Notice of an Extraordinary General Meeting

GOLDMAN SACHS PARIS-ALIGNED CLIMATE WORLD EQUITY UCITS ETF A SUB-FUND OF

GOLDMAN SACHS ETF ICAV

(THE "ICAV")

REGISTERED OFFICE

70 Sir John Rogerson's Quay,

Dublin 2, Ireland

 

 

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of the
Shareholders in the Goldman Sachs Paris-Aligned Climate World Equity UCITS ETF
(the "Fund"), a sub-fund of the ICAV (the "EGM"), will be held at 70 Sir John
Rogerson's Quay, Dublin 2, Ireland on 10 April 2026 at 12:00 pm (Irish time)
for the transaction of the following business:

Special Business

The purpose of this Notice is to convene an EGM of the Fund in order to seek
approval, by way of an ordinary resolution, to change the index the Fund is
tracking as described in the investment objective and policy of the Fund and
to reclassify the Fund from an Article 8 fund to an Article 9 fund within the
meaning of Regulation (EU) 2019/2088 of the European Parliament and of the
Council of 27 November 2019 on sustainability-related disclosures in the
financial services sector ("SFDR"). Details of the proposed index change, the
SFDR reclassification and other related changes to the investment policy of
the Fund are outlined below.

An ordinary resolution is a resolution passed by over fifty per cent (50%) of
the votes cast by the Shareholders entitled to vote at the EGM.

Changes in Index and SFDR Classification

It is proposed, subject to the approval of Shareholders in the Fund, to
replace the current index which the Fund is

tracking (the "Current Index") with the following new index (the "New Index"):

 

 Current Index                                                                New Index
 Solactive ISS ESG Developed Markets Paris-Aligned Benchmark (PAB) USD Index  Goldman Sachs     ActiveBeta® Paris-Aligned (PAB) Sustainable World
 NTR                                                                          Equity Index

The proposal to change to the New Index and to reclassify the Fund as an
Article 9 fund under the SFDR is part of the Investment Manager's continuous
review of its existing product range. Based on the recommendation from the
Investment Manager, the Directors deem it to be in the best interests of
Shareholders in the Fund to restructure the Fund to reflect the New Index and
the reclassification of the Fund as an Article 9 fund under SFDR.

The investment policy of the Fund is to be amended, subject to Shareholder
approval, to provide that the Fund seeks to achieve its sustainable investment
objective by tracking the performance of the New Index instead of the Current
Index. The New Index aims to meet the minimum requirements to be an "EU
Paris-aligned Benchmark" as defined by the European Commission Delegated
Regulation C(2020)4757. In tracking the performance of the New Index, the Fund
aims to achieve a reduction in greenhouse gas ("GHG") emissions which align
with the long-term decarbonisation objectives and global warming target of the
Paris Climate Agreement and the New Index has been designed for this purpose.

As a result of the proposal to change to the New Index and to reclassify the
Fund as an Article 9 fund under the SFDR, the Fund will accordingly be making
disclosures pursuant to Article 9 of the SFDR and the Fund will make
sustainable investments which will account for at least 90% of its Net Asset
Value.

The New Index is constructed in accordance with a rules-based methodology that
involves three steps as set out in Appendix III. The New Index rebalances on a
quarterly basis and its components may change over time. Further details
regarding the New Index methodology are available on the Index Administrator's
website at www.solactive.com. (http://www.solactive.com/)

 

 

Similar to the Current Index, the New Index is comprised of equity securities,
including American Depositary Receipts ("ADRs") and Global Depositary Receipts
("GDRs"), as may be included in the Solactive GBS Developed Markets Large
& Mid Cap USD Index (the "Parent Index").

The tracking error of the Fund is expected to remain within the current range
provided for in the Supplement of up to 2%.

As a consequence of the investment policy of the Fund being amended as set out
above (to change to the New Index), the total expense ratio for the Fund will
be reduced, from 24 basis points to 20 basis points.

The Fund will bear the transaction costs associated with the index change. The
attention of the Shareholders is drawn to the fact that the trading costs
linked to the index change could have a negative impact on the Net Asset Value
of the Fund.

Other Related Changes to the Investment Policy

In addition to the above and as part of the Fund's reclassification to an
Article 9 fund, the following changes will be made to the investment policy of
the Fund:

·      The Fund's minimum investment in equity securities will increase
from at least 80% of its Net Asset Value to at

least 90% of its Net Asset Value;

·      The Fund's maximum investment in cash will not exceed 10% of its
Net Asset Value and the Fund's ability to

invest in cash equivalents will be removed;

·      The Fund's ability to invest up to 20% of its assets in
instruments which are primarily listed on recognised markets that are not
included in the Index but which may have similar characteristics will be
removed;

·      The Fund's ability to invest up to 10% of its Net Asset Value in
other collective investment schemes will be

removed; and

·      The Fund's ability to use financial derivative instruments will
be limited to the use of index futures and forward foreign exchange contracts
(including non-deliverable forwards) on an ancillary basis for efficient
portfolio management purposes and the Fund will have no exposure to securities
financing transactions.

Name Change

In addition, we wish to notify you that the name of the Fund will also be
updated as set out below in order to reflect the change of index, which for
the avoidance of doubt, does not require your approval. Please note that in
the event the resolution to change the index is not passed by Shareholders,
the proposed name change of the Fund will not proceed.

 

 Current Fund Name                                           New Fund Name
 Goldman Sachs Paris-Aligned Climate World Equity UCITS ETF  Goldman Sachs     ActiveBeta®    Paris-Aligned Sustainable World
                                                             Equity UCITS ETF

The Supplement and Key Investor Information Document(s) and/or Key Information
Document(s) (as applicable) for the Fund will be amended accordingly to
reflect the above changes and a completed SFDR Annex III will be appended to
the Supplement with the relevant disclosures pursuant to Article 9 of the
SFDR.

Recommendation

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

In the event that the proposed New Index and related investment policy
changes, as described above, are approved, it is intended that, subject to the
approval of the Central Bank, the changes will take effect from the date the
updated Supplement reflecting these changes is noted by the Central Bank,
which is expected to be on or around 6 May 2026.

 

 

DATED 18 MARCH 2026 BY ORDER OF THE BOARD

 

 

 For and on behalf of

 Matsack Trust Limited
 SECRETARY

Matsack Trust Limited
SECRETARY

 

REGISTERED IN DUBLIN, IRELAND - NUMBER C185688

NOTES

·          A member entitled to attend and vote at the EGM is entitled
to appoint one or more proxies to attend and vote instead of him or her.

·          A proxy need not be a member of the ICAV.

·          In the case of a body corporate, the proxy form must be
either under seal of the body corporate or under the hand of an officer or
attorney duly authorised in writing.

·          The proxy form together with the power of attorney or other
authority, if any, under which it is signed, or a notarially certified copy of
that power or authority, must be deposited at 70 Sir John Rogerson's Quay,
Dublin 2, Ireland no later than 48 hours before the time of the meeting /
before the time of the meeting. An emailed or faxed copy will be accepted and
can be sent for the attention of fscompliance@matheson.com
(mailto:fscompliance@matheson.com) or Rebecca Tennyson on fax number (+) 353 1
232 3333.

·          The accidental omission to give notice of the EGM to, or the
non-receipt of notice of the EGM by, any person entitled to receive notice
shall not invalidate the proceedings at the EGM.

Entitlement to attend and vote

·          Please note that you are only entitled to attend and vote at
the meeting (or any adjournment thereof) if you are a registered shareholder.
As sub-funds in the ICAV 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 under the
ICSD settlement model, investors in the Fund should contact the relevant ICSD
or the relevant participant in an ICSD (such as a local central securities
depositary, broker or nominee) if they have any queries on the course of
action they should take in relation to this document.

·          The ICAV specifies that only those members registered in the
Register of Members of the ICAV at 12:00 pm on 8 April 2026 or, if the EGM is
adjourned, at 12:00 pm on the day that is two days prior to the adjourned
meeting (the "record date"), shall be entitled to attend, speak, ask questions
and vote at the EGM, or if relevant, any adjournment thereof and may only vote
in respect of the number of Shares registered in their name at that time.
Changes to the Register of Members after the record date shall be disregarded
in determining the right of any person to attend and/or vote at the EGM or any
adjournment thereof.

Appointment of proxies

·          A form of proxy is enclosed with this Notice of EGM for use
by registered Shareholders. As mentioned above, investors in the Fund who are
not registered Shareholders 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), instead of using the form
of proxy. To be effective, the form of proxy duly completed and executed,
together with a copy of the power of attorney or other authority under which
it is executed must be deposited by registered Shareholders at the office of
the ICAV's Secretary, via email to fscompliance@matheson.com
(mailto:fscompliance@matheson.com) so as to be received no later than 48 hours
before the time appointed for the EGM or any adjournment thereof or (in the
case of a poll taken otherwise than at or on the same day as the EGM or
adjourned EGM) at least 48 hours before the taking of the poll at which it is
to be used. Any alteration to the form of proxy must be initialled by the
person who signs it.

·          In addition to note 4 above and subject to the Instrument of Incorporation of the ICAV and provided it is received at least 48 hours before the time appointed for the holding of the EGM or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the EGM or adjourned EGM) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may also be submitted electronically to
fscompliance@matheson.com (mailto:fscompliance@matheson.com)

. (mailto:fscompliance@matheson.com)

·          Registered shareholders have several ways of exercising their votes; (a) by attending the EGM in person or (b) by appointing a proxy to vote on their behalf.

 

 

APPENDIX II

GOLDMAN SACHS PARIS-ALIGNED CLIMATE WORLD EQUITY UCITS ETF SUB-FUND OF

GOLDMAN SACHS ETF ICAV

(the "ICAV")

PROXY CARD

I / We
 

Of
 
(the "Member")

being a member of the ICAV hereby appoint the Chairperson (or failing
him/her), Dualta Counihan of 70 Sir John Rogerson's Quay, Dublin 2, Ireland,
or (failing him), Donal O'Byrne of 70 Sir John Rogerson's Quay, Dublin 2,
Ireland or (failing him), Barry O'Connor of 70 Sir John Rogerson's Quay,
Dublin 2, Ireland or (failing him), Michelle Ridge of 70 Sir John Rogerson's
Quay, Dublin 2, Ireland or (failing her), Terri Corridan of 70 Sir John
Rogerson's Quay, Dublin 2 or (failing her), Rebecca Tennyson of 70 Sir John
Rogerson's Quay, Dublin 2 or (failing her), Jacinta Kenny of 70 Sir John
Rogerson's Quay, Dublin 2 or (failing her),Sarah O'Meara of 70 Sir John
Rogerson's Quay, Dublin 2 or (failing her),

 
 of
 

as the proxy of the Member to attend, speak and vote for the Member on behalf
of the Member at the extraordinary general meeting of the Goldman Sachs
Paris-Aligned Climate World Equity UCITS ETF, a sub-fund of the ICAV, to be
held on 10 April at 12:00 pm (Irish) time and at any adjournment of the
meeting.

The proxy is to vote as follows:

 

 Voting instructions to Proxy

 (choice to be marked with an "X")
 Name or description of resolution:                                             In Favour  Abstain  Against
 Ordinary Resolution to approve the changes to the investment objective and
 policy of Goldman Sachs Paris-Aligned Climate World Equity UCITS ETF,
 including to reflect the change of its benchmark index to the Goldman Sachs
 ActiveBeta® Paris-Aligned (PAB) Sustainable World Equity Index and the
 conversion of the fund to an Article 9 fund within the meaning of Regulation
 (EU) 2019/2088 of the European Parliament and of the Council of 27 November
 2019 on sustainability-related disclosures in the financial services sector,
 as set out in the Notice dated 18 March 2026.
 Unless otherwise indicated the proxy shall vote as he or she thinks fit
 Signature of Member

  Dated :

 

NOTES:

(a)        In the case of a body corporate, the proxy form must be
either under seal of the body corporate or under the hand of an officer or
attorney duly authorised in writing.

(b)        The proxy form together with the power of attorney or other
authority, if any, under which it is signed, or a notarially certified copy of
that power or authority, must be deposited at 70 Sir John Rogerson's Quay,
Dublin 2, Ireland no later than 48 hours before the time of the meeting /
before the time of the meeting. An emailed or faxed copy will be accepted and
can be sent for the attention of fscompliance@matheson.com
(mailto:offscompliance@matheson.com) or Rebecca Tennyson on fax number (+) 353
1 232 3333.

(c)        Unless otherwise instructed the proxy will vote as he/she
thinks fit.

(d)        If you wish to appoint a proxy of your choice delete the words
"the Chairperson" and insert the name of the proxy you wish to appoint (who
need not be a member of the ICAV).

(e)        The returning of a form of proxy duly completed will not
prevent a member in the ICAV from attending and voting in person.

(f)         As sub-funds in the ICAV 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 under the ICSD settlement model, investors in the Fund 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), instead of submitting this Form of Proxy to the ICAV's Secretary.

 

 

APPENDIX III INDEX METHODOLOGY

The New Index is constructed in accordance with a rules-based methodology that
involves three steps.

1.         In the first step of creating the New Index, the "Post
Exclusion Parent Index" is created by excluding the following types of issuers
from the Solactive GBS Developed Markets Large & Mid Cap USD Index (the
"Parent Index") in accordance with the requirements of a Paris-aligned
Benchmark. The issuers excluded are those: involved with controversial weapons
or tobacco; that violate global norms, as indicated by violations of the
United Nations Global Compact principles or the OECD Guidelines for
Multinational Enterprises; that derive more than 50% of revenue from fossil
fuel activities or engage in activities that significantly obstruct the United
Nations Sustainable Development Goals.

Also excluded are issuers that derive significant revenue from the following
activities (revenue percentages are shown in parentheses): exploration,
mining, extraction, distribution or refining of hard coal and lignite (≥
1%); exploration, extraction, distribution or refining of oil fuels (≥ 10%);
exploration, extraction, manufacturing or distribution of gaseous fuels (≥
50%); and electricity generation with a GHG intensity of more than 100g
CO2e/kWh (≥ 50%).

The Post-Exclusion Parent Index also excludes securities that are not
considered to be sustainable investments, which are companies that contribute
to an environmental or social objective provided they do not significantly
harm any of those objectives and follow good governance practices, in
particular with respect to sound management structures, employee relations,
remuneration of staff and tax compliance.

2.         In the second step of creating the New Index, a
multi-factor portfolio (the "Factor Diversity Portfolio") is created from the
constituents of the Post Exclusion Parent Index (the "Post Exclusion Index"),
a market capitalization-weighted index. The Factor Diversity Portfolio aims to
provide exposure to a diversified set of common equity factors that have the
potential to deliver attractive performance over time. The Factor Diversity
Portfolio is formed by combining, with equal weights, four individual factor
subindexes for value, momentum, quality and low volatility (the "ActiveBeta®
Factor Subindex(es)").

To construct each ActiveBeta® Factor Subindex, all constituents in the Post
Exclusion Index are assigned a "factor score" based on certain specified
measurements (for example, in the case of the value factor, the factor score
is based on a composite of book value-to-price, sales-to-price and free cash
flow-to-price). Securities with a factor score that is above a fixed
predetermined level (the "Cut-Off Score") receive an overweight in the
applicable ActiveBeta® Factor Subindex relative to the Post Exclusion Index
and securities with a factor score that is below the Cut-Off Score receive an
underweight in the ActiveBeta® Factor Subindex relative to the Post Exclusion
Index.

Accordingly, the magnitude of the overweight or underweight that a security
receives in constructing the applicable ActiveBeta® Factor Subindex is
determined by its attractiveness when evaluated based on the relevant factor.
A stock that is underweight relative to the Post Exclusion Index may be
assigned a zero weight in the ActiveBeta® Factor Subindex. The Cut-Off score
for each ActiveBeta® Factor Subindex is determined based on historical
simulations. The ActiveBeta® Factor Subindexes are combined in equal weights
to form the Factor Diversity Portfolio so that a stock's weight in the Factor
Diversity Portfolio is the equal-weighted mean of the stock's weights in the
four ActiveBeta® Factor Subindexes.

3.         In the third step of creating the New Index, the remaining
securities are weighted in the Index to target the following requirements: a
50% reduction in aggregate greenhouse gas ("GHG") emissions intensity relative
to the Parent Index, where an issuer's emissions intensity is defined as the
sum of the issuer's Scope 1, Scope 2, and Scope 3 emissions according to the
GHG protocol divided by the issuer's enterprise value including cash; an
inflation-adjusted annualized reduction in absolute GHG emissions intensity of
at least 7%; non-negative exposure to high carbon impact sectors relative to
the Parent Index; and exposures to each of the four factors (value, momentum,
quality, and low volatility) that are not lower than the corresponding factor
exposures for the Factor Diversity Portfolio, where a factor's exposure is
equal to its weighted mean value across stocks.

The New Index only includes long positions (i.e., short positions are
impermissible), so the smallest weight for any given security is zero.

Scope 1 emissions are those GHGs emitted directly by an issuer, Scope 2 are
indirect upstream from purchased utilities, and Scope 3 are other indirect
upstream and all downstream GHG emissions from the issuer. The enterprise
value is the sum of the issuer's market value of common equity, the market
value of preferred stock, the book value of short- and long-term debt, and the
book value of minority interest.

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