Société d’investissement à capital variable under the laws of the Grand Duchy of Luxembourg
Registered Office: 5 allée Scheffer, L-2520 Luxembourg
Grand Duchy of Luxembourg
R.C.S Luxembourg B 148004
BY REGISTERED MAIL
Luxembourg, May 18, 2016
An Extraordinary General Meeting of the shareholders of the Company (the “Extraordinary General Meeting”) was held, before notary, on April 11, 2016, at 11.00 a.m. (Luxembourg time), at the office of CACEIS Bank Luxembourg, 5 Allée Scheffer, L-2520 Luxembourg with the agenda as set out below. The quorum required by article 67-1 (2) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended, has not been reached and therefore no resolutions could be adopted.
As consequence thereof, you are invited to attend the reconvened Meeting, which will be held, before notary , on June 30 2016, at 11.00 a.m. (Luxembourg time) at the office of CACEIS Bank Luxembourg, 5 Allée Scheffer, L-2520 Luxembourg with the following agenda:
1. Amendment of Article 11 - “Calculation of Net Asset Value per Share” by adding the following paragraphs after the first one:
“On any Valuation Day, the board of directors may determine to apply an alternative net asset value calculation method (to include such reasonable factors as they see fit) to the net asset value per share. This method of valuation is intended to pass the estimated costs of underlying investment activity of the Company to the active shareholders by adjusting the net asset value of the relevant share and thus to protect the Company’s long-term shareholders from costs associated with ongoing subscription and redemption activity.
This alternative net asset value calculation method may take account of trading spreads on the Company’s investments, the value of any duties and charges incurred as a result of trading and may include an allowance for market impact.
Where the board of directors, based on the prevailing market conditions and the level of subscriptions or redemptions requested by shareholders or potential shareholders in relation to the size of the relevant Sub-Fund, has determined for a particular Sub-Fund to apply an alternative net asset value calculation method, the Sub-Fund may be valued either on a bid or offer basis (which would include the factors referenced in the preceding paragraph).”
2. Amendment of Article 22 - “General Meetings of Shareholders of the Company”, paragraph 4, so as to read as follows:
“The annual general meeting shall be held in accordance with Luxembourg law at Luxembourg City at a place specified in the notice of meeting, on the third fourth Friday in of the month of May April at 10.00 a.m.”.
The above disposition will be effective as of the financial year beginning on January 1st, 2016.
3. Amendment of Article 18 – “Investment Policies and Restrictions”, paragraph 6, by replacing the term “Prospectus” by the terms “sales documents for the shares of the Company” for consistency purposes.
4. Amendment of Article 17 – “Delegation of Power” and Article 25 – “Merger” by replacing the term “SICAV” by the term “Company” for consistency purposes.
Shareholders are advised that, in accordance with Article 31 of the articles of association of the Company, (i) no quorum requirement will apply at the second call if the quorum is not reached at the first call and (ii) at least two thirds (2/3) of the votes validly cast of the shareholders present or represented.
Should you wish to attend this Extraordinary General Meeting, we would be grateful if you could inform us of your intention at least 48 hours before the date of the Meeting.
Should you not be able to personally attend the Extraordinary General Meeting, you may vote by completing the enclosed proxy form and sending it by fax to Alexandra Schmitt or send it by fax to (+352) 47 67 33 45 or by e-mail to email@example.com no later than June 30, 2016 AND by mail at the following address:
Caceis Bank Luxembourg
5 Allée Scheffer
Grand Duchy of Luxembourg
to the attention of Alexandra Schmitt
The proxy form is also available on request at the registered office of the Company or at the facilities agent Société Générale Securities Custody London, 9th Floor Exchange House 12 Primrose Street EC2A 2EG London England.
The updated prospectus, the key investor information documents, the articles of association and the most recent periodic reports, may be obtained, without charge, at the facilities agent Société Générale Securities Custody London, 9th Floor Exchange House 12 Primrose Street EC2A 2EG London England.
THE BOARD OF DIRECTORS