REG - UBS ETFs - UBS ETF, SICAV – Notice to Shareholders – 2nd EGM
RNS Number : 5857SUBS ETFs18 March 2021UBS ETF
Société anonyme
Société d'Investissement à Capital Variable (SICAV)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg: no. B 83626
SECOND EXTRAORDINARY GENERAL MEETING
Notice is hereby given to the shareholders of UBS ETF (the "Company") that on 17 March 2021 an extraordinary general meeting of the shareholders of the Company (the "1st EGM") was held at which the quorum required to pass the resolutions on the below-mentioned agenda was not reached. Therefore, a SECOND EXTRAORDINARY GENERAL MEETING (the "2nd EGM") of the shareholders of the Company is hereby convened and will be held before Notary HELLINCKX, a Luxembourg notary professionally residing in Cents, at the notary's premises located at 101 rue de Cents, L- 1319 Cents, Grand Duchy of Luxembourg on 7 April 2021 at 2:00 pm, with the same agenda than at the 1st EGM, being the following:
AGENDA
1. Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
2. Miscellaneous.
A draft of the amended and restated Articles which are to be voted on can be obtained, free of charge, at the registered office of the Company and downloaded from the website www.ubs.com/etf.
Subject to the passing of the resolutions at the convened meeting, the effective date of the changes will be the date of the 2nd EGM, i.e. 7 April 2021.
Specific Rules of voting at the 2nd EGM
The shareholders are advised that there is no quorum required at the 2nd EGM and the decision in relation to point 1 of the agenda will be taken with a majority of 2/3 of the votes cast by the shareholders present or represented at the 2nd EGM.
Forms of proxy received for the 1st EGM held on 17 March 2021 remain valid and will be used to vote at the 2nd EGM, having the same agenda, unless expressly revoked.
The majority at the 2nd EGM will be determined according to the shares issued and outstanding at midnight (Luxembourg time) on the fifth day prior to the 2nd EGM (i.e. April 2rd, 2021) (the "Record Date"). The rights of a shareholder to participate at the 2nd EGM and to exercise a voting right attaching to his/her/its shares are determined in accordance with the shares held by this shareholder at the Record Date.
For shareholders who are holding shares in the Company through a financial intermediary or clearing agent e. g. the bank where they safekeep their shareholding, it should be noted that:
- the proxy form must be returned to the financial intermediary or clearing agent.e.g. the bank where they safekeep their shareholding in good time for onward transmission to the Company by 30 March 2021.
Due to the exceptional circumstances of the Coronavirus COVID-19 and the measures taken by the Luxembourg government, shareholders who would like to participate to the Extraordinary Meeting are required to do so by completing and signing either the voting form or the proxy form enclosed for your convenience.
No in-person attendance to the Extraordinary Meeting is possible.
Only those shareholders who are holding their shares by being directly registered in the Company´s share register should send either the enclosed Form of Proxy or Voting form by e-mail to Luxembourg-Domiciliarygroup@statestreet.com and/or by fax to +352 46 40 10 413 no later than 1 April 2021 close of business in Luxembourg. The original Form of Proxy or Voting Form shall then be sent by mail to the registered office of the Company, State Street Bank International GmbH, Zweigniederlassung Luxemburg, 49, avenue J.F. Kennedy, L-1855 Luxembourg to the attention of Domiciliary Services.
Proxy forms and Voting Forms may be obtained by simple request at the same email address.
Luxembourg, 18 March 2021
By Order of the Board of Directors
UBS ETF
Société d'Investissement à Capital Variable (SICAV)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg: no. B 83626
FORM OF PROXY
I/we ____________________the undersigned,
herewith give proxy for ____________________all my/our shares of
UBS ETF (the "Company")
to the Chairman of the shareholders' meeting with full power of substitution to exercise on my/our behalf the voting rights relating to my/our shares at the Second Extraordinary General Meeting of the shareholders of UBS ETF to be held in Luxembourg on 7 April 2021 at 2:00 pm (Luxembourg time) and at any meeting to be held thereafter for the same purpose, with the same agenda, to act and vote on the matters set out in the following agenda:
AGENDA
1. Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles ], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
FOR AGAINST ABSTAIN
2. Miscellaneous.
FOR AGAINST ABSTAIN
I/we hereby give and grant full power and authorization to do and perform all and everything necessary or incidental to the exercise of the powers herein specified and we hereby ratify and confirm that said proxy shall lawfully do or cause to be done by virtue hereof.
Signed: Date:
The Form of Proxy should be sent by e-mail to Luxembourg-Domiciliarygroup@statestreet.com and/or by fax to +352 46 40 10 413 no later than 1 April 2021 close of business in Luxembourg. The original Form of Proxy shall then be sent by mail to the registered office of the Company (Attn. Domiciliary Services).
UBS ETF
Société d'Investissement à Capital Variable (SICAV)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg: no. B 83626
VOTING FORM
The undersigned__________________________________,
Holder of_________________________________ shares of
UBS ETF (the "Company")
Hereby declares that he/she/ it is not attending in person to the Extraordinary General Meeting of the shareholders of UBS ETF to be held in Luxembourg on 7 April 2021 at 2:00 pm (Luxembourg time) and at any meeting to be held thereafter for the same purpose, with the following agenda:
AGENDA
1. Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles ], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
2. Miscellaneous.
The undersigned hereby votes as follow on the proposed resolutions of the Extraordinary General Meeting of the shareholders:
1. Restatement of the Company's articles of incorporation (the "Articles") without changing the corporate object of the Company [and the current articles 12 and 14 of the Articles ], in order to, inter alia, update outdated references to laws and regulations contained in the Articles and change the name of the Company from "UBS ETF" to "UBS (Lux) Fund Solutions".
FOR AGAINST ABSTAIN
2. Miscellaneous.
FOR AGAINST ABSTAIN
Signed: Date:
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