REG - UBS ETFs - UBS (Lux) Fund Solutions - Notice to Shareholders

State StreetAnnouncement

07/12/2023 19:15

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RNS Number : 0806W  UBS ETFs  07 December 2023

UBS (Lux) Fund Solutions

Société d'Investissement à Capital Variable

Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg - Grand Duchy of
Luxembourg

R.C.S. Luxembourg B 83626

(the "Company")

 

 

 CONVENING notice to the SECOND eXTRAORDINARY GENERAL MEETING Of SHAREHOLDERS
 OF THE COMPANY

 

 

Capitalized terms used herein shall have the same meaning as defined in the
Articles of the Company (the "Articles").

 

Luxembourg, 7 December 2023

 

Dear Shareholder,

 

During the first extraordinary general meeting of the shareholders of the
Company held on 4 December 2023 at 11:00 am (Luxembourg time) (the "Meeting"),
the required quorum was not reached. Consequently, the Board has the pleasure
of inviting you to attend to the second Meeting to be held on 22 December 2023
at 11.00 am (Luxembourg time) at the registered office of the Company at 49,
avenue J.F. Kennedy, L-1855 Luxembourg to deliberate and vote on amendments to
the Articles (the "Second Meeting").

 

The Second Meeting has the same agenda as the Meeting, which is the following
(the "Agenda"):

 

AGENDA

 

1.   Amendment to article 2 of the Articles to allow the transfer of the
registered office within the same municipality of Luxembourg.

 

2.   Amendment to article 5 of the Articles to allow the creation of
Sub-Funds and/or share classes of the Company (the "Share Classes") for an
unlimited or limited period of time.

 

3.   Amendment to article 6 of the Articles to (i) clarify the voting rights
of shareholders holders of fractional shares and (ii) allow to split or
consolidate any Share Classes.

 

4.   Amendment to article 7, section "Issue of Shares" of the Articles to
allow the Board to (i) levy applicable charges, expenses, and commissions upon
the subscription of shares, (ii) round up or down the issue price upon the
subscription of shares, and (iii) change any characteristic, including the
name, of any Share Classes.

 

5.   Amendment to article 8 of the Articles to (i) allow the Board to levy
applicable charges, expenses, and commissions upon the redemption of shares,
(ii) clarify that a redemption request must be filled in accordance with the
terms of the prospectus and (iii) allow the Board to delegate the power to
accept requests for redemption and effect the payment of redemption proceeds.

 

6.   Amendment to article 9 of the Articles to clarify the Company's powers
when restricting or preventing the ownership of shares in the Company by a
Non-Qualified Person.

 

7.   Amendment to article 10 of the Articles to allow for the adjustment of
any asset to reflect its fair value and/or certain dealing charges when
calculating the net asset value per share.

 

8.   Amendment to article 11 of the Articles to clarify the circumstances
where the Board can suspend the determination and publication of the net asset
value per share.

 

9.   Amendment to article 13 of the Articles to provide a casting vote for
the chairman of a meeting of the Board.

 

10.  Amendment to article 17, section (3) (f) of the Articles to clarify the
countries approved to issue or guarantee transferable securities the Company
is allowed to invest in.

 

11.  Amendment to article 18 of the Articles to update the conflict of
interest provisions in compliance with the Law of 1915.

 

12.  Amendment to article 22 of the Articles to (i) clarify the conditions to
convene general meetings of shareholders and (ii) specify the conditions under
which the Board is authorized to suspend a shareholder's voting rights or a
shareholder is allowed not to exercise his voting rights temporarily or
permanently.

 

13.  Amendment to article 23 of the Articles to clarify the notification
requirements in relation to the decision to terminate a Sub-Fund or Share
Classes.

 

14.  Amendment to article 26 of the Articles to update the references to
"Custodian" to "Depositary" and clarify the rules to change the depositary of
the Company.

 

15.  Amendment to article 28 of the Articles to clarify the quorum
requirements to amend the Articles in accordance with the Law of 1915.

 

16.  Amendment of the Articles to correct typographical errors.

 

17.  Amendment of the Articles to retain the English version of the Articles
only, in accordance with relevant Luxembourg laws.

 

 

QUORUM AND VOTING REQUIREMENTS

 

The Second Meeting will validly deliberate on these items regardless of the
proportion of the capital represented and the resolution on each item will be
validly passed by the affirmative vote of at least two-thirds of the votes
validly cast at the Second Meeting, in conformity with article 450-3 (2) of
the Luxembourg law of 10 August 1915 on commercial companies, as amended.

 

 

VOTING ARRANGEMENTS

 

If you cannot attend in person, you can be represented by any person of your
convenience by signing the attached proxy form in Appendix 1 and return it by
email at luxembourg-domiciliarygroup@statestreet.com
(mailto:luxembourg-domiciliarygroup@statestreet.com) by fax at the following
number: (+352) 46 40 10 413 and subsequently by post to the following address:
State Street Bank International GmbH, 49, avenue J.F. Kennedy, L-1855
Luxembourg.

 

If you wish to attend the EGM in person, please communicate your intention to
us at the latest two business days before the Meeting.

 

If you cannot attend the EGM, please return to us, as mentioned in the proxy
form the relevant form of proxy duly dated, signed and completed. The form of
proxy must be received by the Company at the latest two business days before
the Meeting.

 

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 or voting 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 two business
days before the Meeting.

 

-     Only those shareholders who are holding their shares by being
directly registered in the Company´s share register should send either the
enclosed Proxy form or Voting form by e-mail to
Luxembourg-Domiciliarygroup@statestreet.com and/or by fax to +352 46 40 10 413
at the latest two business days before the Meeting. 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.

 

A copy of the updated Articles is available for inspection and can be obtained
free of charge at the registered office of the Company.

 

Yours sincerely,

 

 

The Board

 

 

 

Appendix 1: Proxy Form

 

Appendix 2: Voting Form

 

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