REG - PIMCO ETFs PLC - Notice of AGM

State StreetAnnouncement

03/08/2022 11:45

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RNS Number : 7792U  PIMCO ETFs PLC  03 August 2022

 

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, tax adviser, accountant or other independent financial adviser. If you have sold or transferred all of your Shares in 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. Please note that this document is not reviewed by the Central Bank of Ireland.

 

CIRCULAR TO SHAREHOLDERS OF

 

PIMCO Euro Short Maturity UCITS ETF PIMCO US Dollar Short Maturity UCITS ETF
PIMCO Sterling Short Maturity UCITS ETF

PIMCO Emerging Markets Advantage Local Bond Index UCITS ETF PIMCO US
Short-Term High Yield Corporate Bond Index UCITS ETF PIMCO Covered Bond UCITS
ETF

PIMCO Euro Low Duration Corporate Bond UCITS ETF PIMCO US Low Duration
Corporate Bond UCITS ETF

PIMCO Euro Short-Term High Yield Corporate Bond Index UCITS ETF

each sub-funds 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 ANNUAL GENERAL MEETING TO BE HELD ON 14 SEPTEMBER, 2022 IS
SET OUT IN APPENDIX I. IF YOU DO NOT PROPOSE TO ATTEND THE ANNUAL GENERAL
MEETING YOU ARE REQUESTED TO COMPLETE AND RETURN THE RELEVANT FORM OF PROXY
SET OUT IN APPENDIX II BY 1 P.M. ON 12 SEPTEMBER, 2022 AT THE LATEST 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 ANNUAL GENERAL MEETING TO:

 

Ciara Timon

State Street Fund Services (Ireland) Limited

78 Sir John Rogerson's Quay, Dublin 2, D02 HD32, Ireland or

Fax No. +353 1 4161450

or

Email: dublincompanysecretariat@statestreet.com
(mailto:dublincompanysecretariat@statestreet.com)

PIMCO ETFs plc - (the "Company")

 

PIMCO Euro Short Maturity UCITS ETF PIMCO US Dollar Short Maturity UCITS ETF
PIMCO Sterling Short Maturity UCITS ETF

PIMCO Emerging Markets Advantage Local Bond Index UCITS ETF PIMCO US
Short-Term High Yield Corporate Bond Index UCITS ETF PIMCO Covered Bond UCITS
ETF

PIMCO Euro Low Duration Corporate Bond UCITS ETF PIMCO US Low Duration
Corporate Bond UCITS ETF

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

 

2 August, 2022 Dear 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 Company is
an umbrella company, which comprises a number of sub-funds.

 

Unless the context otherwise requires and except as varied or otherwise
specified in this circular, words and expressions (including defined terms)
used in the circular shall bear the same meaning as in the current Prospectus
of the Company.

 

The Directors will convene an annual general meeting of the Shareholders of
the Company on 14 September, 2022, at which the following matters will be
presented to the Shareholders:

 

General Business

 

(a) To receive and consider the Directors' report, the Auditor's report and
financial statements for the fiscal year ended 31 March, 2022 and to review
the Company's affairs

 

Shareholders will be asked to receive and consider the Directors' report, the
Auditor's report and financial statements for the fiscal year ended 31 March,
2022 (which are available at www.pimco.com) and to review the Company's
affairs.

 

(b) To re-appoint Grant Thornton as Auditors to the Company

 

Shareholders will be asked to approve the reappointment of Grant Thornton as
Auditors to the Company.

 

(c)  To authorise the Directors to fix the remuneration of the Auditors

 

Shareholders will be asked to authorise the Directors to fix the annual
remuneration of the Auditors.

 

Special Business

 

Amendments to the Memorandum & Articles of Association of the Company

Subject to Shareholder approval and the requirements of the Central Bank, it
is proposed to make the following amendments to the Articles of Association to
include all re-numbering and updating of cross-references and dates, as
appropriate.

 

(a)        Side Pockets (Appendix III)

It is proposed to amend the Articles of Association to provide for the
flexibility to create side pockets for any of the Funds should such a
mechanism be determined to be appropriate for a particular type of Fund in the
future. Please note that the introduction of side pockets to any of the
existing Funds would require the further approval of the Directors of the
Company as well as advance notification to Shareholders in the relevant Funds.

 

In the appropriate circumstances, side pockets can be employed as an effective
mechanism to protect Shareholders and manage liquidity and valuation
difficulties.

 

The Articles of Association are to be amended to provide for the ability to
use side pockets, subject to Central Bank requirements, as further outlined in
Appendix III.

 

In advance of side pockets being an available mechanism for any of the Funds,
the Prospectus will be updated to incorporate disclosure on the use of side
pockets at a future date, subject to all regulatory approvals (including the
Central Bank), and advance notification to Shareholders.

 

 

2.   Shareholders' Approval

For the sanctioning of the ordinary resolutions in relation to the
re-appointment of Grant Thornton as Auditors to the Company and the
authorisation of the Directors to fix the remuneration of the Auditors, a
majority of the Shareholders, consisting of fifty-one per cent (51%) or more
of the total number of votes cast, present in person or by proxy, who cast
votes at the annual general meeting of the Shareholders, are required to vote
in favour of it.

 

The sanctioning of the proposed amendments to the Company's Memorandum &
Articles of Association, requires a special resolution to be passed in favour
of that proposal by a majority of Shareholders of the Company, consisting of
seventy five per cent (75%) or more of the total number of votes cast present
in person or by proxy, who cast votes at the annual general meeting of the
Shareholders of the Company.

 

The quorum for the annual general meeting of the Company is one Shareholder
present (in person or by proxy). If within half an hour from the time
appointed for the annual 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, 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 annual general meeting and therefore by 1
p.m. on 12 September, 2022 (Irish time) at the latest. You may attend and vote
at the annual general meeting even if you have appointed a proxy.

 

3.   Fees and Expenses

The legal and administrative costs of drafting and implementing the proposed
change to the Company's Articles of Association will be borne by the Company's
Manager, PIMCO Global Advisors (Ireland) Limited.

 

4.   Director's Recommendation

We believe that the proposed resolutions are in the best interests of the
Shareholders as a whole and therefore recommend that you vote in favour of the
proposals. These proposals do not change the value of your investments. We
propose that the suggested change to the Articles of Association of the
Company as outlined above be approved at the annual general meeting of the
Company by way of special business after the general business has been
considered. 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.

 

Shareholders may continue to redeem their investments in the Company free of
charge on any Dealing Day in accordance with the provisions of the Prospectus.

5.   Notice and Proxy Forms

Details of the specific resolutions which Shareholders will be asked to
approve are detailed in the notice and proxy forms attached to this circular.

 

This circular is accompanied by the following documents:

 

1.             Notice of the annual general meeting of the Company
to be held at 1 p.m. on 14 September, 2022 at the offices of State Street Fund
Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, D02 HD32,
Ireland (Appendix I);

 

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

 

3.             Extracts of the proposed amendments to the Articles
of Association of the Company (Appendix III); and

 

4.             Audited accounts for the Company prepared for the
fiscal year ended 31 March, 2022 which include a statement of the assets and
liabilities of each of the Funds.

 

If you are unable to attend the annual general meeting but wish to exercise
your vote, please complete the attached proxy form and return it to:

 

Ciara Timon,

State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay,

Dublin 2, D02 HD32,

Ireland.

 

To be valid, the proxy forms must be received at the above address or fax no.
+353 1 4161450 or email dublincompanysecretariat@statestreet.com
(mailto:dublincompanysecretariat@statestreet.com) no later than 48 hours
before the time fixed for the holding of the annual general meeting.

 

For any questions regarding this matter, Shareholders 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, (mailto:PIMCOEMteam@StateStreet.com) or by
telephone as follows:

 

EMEA: +353 1 776 9990

Hong Kong: +852 35561498

Singapore: +65 68267589

Taiwan: 00801136992

Americas: +1 416 5068337 Yours faithfully,

Director,

For and on behalf of PIMCO ETFs plc

APPENDIX I

Notice of Annual General Meeting PIMCO ETFs PLC

(the "Company")

 

PIMCO Euro Short Maturity UCITS ETF PIMCO US Dollar Short Maturity UCITS ETF
PIMCO Sterling Short Maturity UCITS ETF

PIMCO Emerging Markets Advantage Local Bond Index UCITS ETF PIMCO US
Short-Term High Yield Corporate Bond Index UCITS ETF PIMCO Covered Bond UCITS
ETF

PIMCO Euro Low Duration Corporate Bond UCITS ETF PIMCO US Low Duration
Corporate Bond UCITS ETF

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

 

NOTICE IS HEREBY GIVEN that the annual general meeting of the Shareholders of
the Company will be held at State Street Fund Services (Ireland) Limited, 78
Sir John Rogerson's Quay, Dublin 2, D02 HD32, Ireland on 14 September, 2022 at
1 p.m. for the following purposes:

 

General Business

 

1.     To receive and consider the Directors' report, the Auditor's report
and financial statements for the fiscal year ended 31 March, 2022 and to
review the Company's affairs.

 

2.     To re-appoint Grant Thornton as Auditors to the Company.

 

3.     To authorise the Directors to fix the remuneration of the Auditors.

 

Special Business

 

4.      To approve the amendments to the Memorandum and Articles of
Association to provide for the ability to use side pockets, subject to Central
Bank requirements.

 

5.     Any other business.

 

 

 

For and on behalf of

State Street Fund Services (Ireland) Limited Secretary

 

Dated this 2 day of August, 2022

APPENDIX II

 

Note:             A Shareholder entitled to attend and vote at the
above meeting is entitled to appoint a proxy or proxies to attend and vote in
his/her stead. A proxy need not be a Shareholder.

PROXY FORM PIMCO ETFs PLC

(the "Company")

 

I/We*
 

 

of
 

 

being a Shareholder/Shareholders* of the above named Company hereby appoint
the chairman

or, failing him/her, Ciara Timon, Ajibola Shotayo, Jacqui Horgan, Patrick
Collins, Bernice Kelly, Cathal Smyth or Ken Barry for State Street Fund
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 annual general meeting of the Company to be held at the registered office
of the Company, c/o State Street Fund Services (Ireland) Limited, 78 Sir John
Rogerson's Quay, Dublin 2, D02 HD32, Ireland on 14 September, 2022 at 1 p.m.
and at any adjournment thereof.

 

Signed
 

 

Dated this          day of
                       , 2022

 

(*delete as appropriate)

 

FOR CONSIDERATION AND REVIEW

 

To receive and consider the Directors' report, the Auditor's report and
financial statements for the fiscal year ended 31 March, 2022 and to review
the Company's affairs.

 

ORDINARY RESOLUTIONS

For/Yes             Against/No

 1.     To re-appoint Grant Thornton as Auditors to the Company.
 2.     To authorise the Directors to fix the remuneration of the Auditors.

 

 

SPECIAL RESOLUTION

(requiring the consent of 75% of voting Shareholders)

For/Yes             Against/No

 

 1.     To approve the amendments to the Memorandum and Articles of
 Association to provide for the ability to use side pockets, subject to Central
 Bank requirements.

Notes to Form of Proxy

 

1.      One 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 annual 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. A 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 a Shareholder of the Company. This notice shall
be deemed to constitute due notice of any such adjourned meeting within the
meaning of the Articles.

 

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

 

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. Please note that only authorised signatories as per the authorised
signatory list on file at the offices of the Administrator may sign this form.

 

4.      In the case of joint Shareholders, the signature of any one
Shareholder will be sufficient, but the names of all the joint Shareholders
should be stated. Please note that only authorised signatories as per the
authorised signatory list on file at the offices of the Administrator may sign
this form.

 

5.      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.

 

6.      To be valid, this form must be completed and deposited by mail or
by fax or by email for the attention of Ciara Timon, State Street Fund
Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, D02 HD32,
Ireland or sent to fax number +353 1 4161450 or sent to the email address of
dublincompanysecretariat@statestreet.com,
(mailto:dublincompanysecretariat@statestreet.com) not less than 48 hours
before the time fixed for holding the annual general meeting or adjourned
meeting.

 

7.     To any investor in receipt of this circular who is not on the
Shareholder register for the relevant Fund of the Company please return the
completed proxy forms to the financial intermediary who purchased Shares in
the relevant Fund of the Company on your behalf.

 

8.      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, Singapore: +65
68267589, Taiwan: 00801136992, Americas: +1 416 5068337. Alternatively, you
may contact us by email at: PIMCOE (mailto:PIMCOEMteam@StateStreet.com)
Mteam@StateStreet.com. (mailto:Mteam@StateStreet.com)

1.

APPENDIX III

 

Please find below the relevant extracts from the Articles of Association of
the Company highlighting the proposed amendments thereto by strikethrough and
underline. Numbering, legislative references and cross-references in the
Articles of Association shall be amended accordingly.

 

 

 Legend
 Text which has been inserted
 Text which has been deleted

 

Side Pocket
Share
means a participating share in the capital of the Company designated in one or
more Side Pocket Classes, issued in accordance with

these Articles and with the rights provided for under these Articles.

 

4.06        The Directors may, subject to these Articles, the
Prospectus, the Regulations and the Act and in accordance with the
requirements of the Central Bank, create and issue at their discretion from
time to time (including at times of suspension of (i) the determination of the
Net Asset Value; and (ii) the allotment, redemption and conversion of
participating Shares) a new Class or Classes of participating Shares ("Side
Pocket Class") and/or a new Fund ("Side Pocket Fund") to which assets and
liabilities of a Fund (or any part thereof) are allocated at the discretion of
the Directors at any time, either on or after the acquisition thereof, as
being or having become Investments that are illiquid or otherwise difficult to
value or realise plus such additional assets representing a reserve for
commitments and contingencies as the Directors in their discretion determine.
Participating Shares in such Side Pocket Class or Side Pocket Fund shall be
redeemable by the Company and/or by the holders thereof only when so
determined by the Directors. The creation of a Side Pocket Class or Side
Pocket Fund will involve the Directors effecting a pro-rata reduction in the
number of participating Shares held by a Shareholder attributable to the
relevant Fund excluding the assets and liabilities attributable to the Side
Pocket Class or Side Pocket Fund and creating for the benefit of such
Shareholder a corresponding pro-rata interest in the Side Pocket Class or Side
Pocket Fund. The value of assets and liabilities attributed to a Side Pocket
Class or Side Pocket Fund shall be determined by the Directors in a manner
consistent with Article 16 hereof.

 

For the avoidance of doubt, the Directors may establish side pockets based on
parameters other than those set out in these presents provided that such
parameters are detailed in the Prospectus and are in accordance with
requirements of the Central Bank.

 

5.06        Article 5.05 shall apply to the assets and liabilities
attributable to any Class mutatis mutandis as if repeated in full in this
Article provided that where hedging strategies are used in relation to a Side
Pocket Class the financial instruments used to implement such strategies shall
be deemed to be attributable solely to the Side Pocket Class Shares and the
gains/losses on and the costs of the relevant financial instruments will
accrue solely to the relevant Side Pocket Class.

 

8.09        Notwithstanding the provisions of Article 8.01 to Article
8.08 hereof, the Directors may at any time in their discretion issue
participating Shares in a Side Pocket Class in accordance with Article 4.06.

 

9.05        Notwithstanding Article 9.01 to Article 9.04 hereof, any
allotment of or placing of Side Pocket Shares in a Side Pocket Class or Side
Pocket Fund in accordance with Article 4.06 hereof shall be made on such terms
as the Directors shall in their sole discretion determine provided always that
such terms shall be in the best interests of Members.

 

12.07      The Directors may compulsorily redeem and/or cancel such
number of participating Shares held by such person as is required to effect a
pro-rata reduction in the number of participating Shares held by a Shareholder
in order to issue Side Pocket Shares in accordance with Article 4.06.

12.08

(a)           Notwithstanding Article 12.01 to Article 12.07 hereof,
the Company shall redeem Side Pocket Shares only when so determined by the
Directors and in accordance with such procedures as may be determined by the
Directors from time to time.

 

(b)           Where the Directors determine that any Side Pocket
Shares are to be redeemed the Member holding such Side Pocket Shares will be
paid a price per Side Pocket Share determined by the Directors in their sole
discretion having regard to the actual realisation value of any assets
attributable to Side Pocket Shares and deducting therefrom a provision for
Duties and Charges and any other fees and expenses including without
limitation management fees and expenses which have accrued or otherwise have
become due and payable in respect of the Side Pocket Shares and the assets
attributable thereto and rounding the resulting total to such number of
decimal places as the Directors may determine.

 

(c)           Any amount payable to a Shareholder under this Article
12 shall be paid in the Base Currency or in such other currencies as the
Directors shall have determined as appropriate and shall be dispatched as soon
as reasonably practicable following the realisation of the assets attributable
to the Side Pocket Shares.

 

(d)           The Directors may satisfy any redemption of Side
Pocket Shares by the transfer of assets in specie to a Member in accordance
with the Articles.

 

13.01 (j) Nothing herein shall compel the Directors to convert Side Pocket
Shares into any participating Shares of any other Fund or Class at the request
of any Shareholder. Notwithstanding the foregoing, the Directors may in their
sole discretion convert Side Pocket Shares into participating Shares of
another Fund or Class either existing or established as provided herein
provided that the Side Pocket Shares proposed to be converted have not
previously been the subject of a request for redemption of participating
Shares. The number of participating Shares of the new class to be issued on
conversion of Side Pocket Shares shall be determined by the Directors in
accordance with Article 13.01 (e) hereof provided that the reference to Net
Asset Value shall be understood to mean the price at which Side Pocket Shares
may be redeemed by the Directors in accordance with Article 12.08 hereof.

 

16.03 (j) for the purpose of calculating the Net Asset Value of the Fund or
attributable to a Class of participating Shares the Directors may in their
absolute discretion deduct an amount as of the relevant Valuation Point
representing the assets attributable to any Side Pocket Class issued in
accordance with Article 4.06 hereof;

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