VanEck Vectors UCITS ETF Notice Convening an Extraordinary General Meeting
06 Janvier 2022 - 1:42PM
UK Regulatory
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD SEEK ADVICE FROM YOUR
INDEPENT LEGAL, TAX, FINANCIAL OR PROFESSIONAL ADVISOR IMMEDIATELY.
VanEck VectorsT UCITS ETFs plc
(an umbrella fund with segregated liability between sub-funds)
A company incorporated with limited liability as an open-ended investment
company with variable capital under the laws of Ireland with registered number
548554
NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF VanEck
VectorsT UCITS ETFs PLC (the "Company") AT 33 Sir John Rogerson's Quay, Dublin
2, Ireland AT 10:00 a.m. (IRISH TIME) ON 31 JANUARY 2022 AS SET OUT IN APPIX
1.
If you have sold or transferred your Shares in the Company, please forward this
document and the accompanying proxies to the purchaser, transferee or other
agent through whom the sale or transfer was effected.
The Directors of the Company accept responsibility for the accuracy of the
contents of this document.
VanEck VectorsT UCITS ETFs plc
(an umbrella fund with segregated liability between sub-funds)
A company incorporated with limited liability as an open-ended investment
company with variable capital under the laws of Ireland with registered number
548554
Registered Office: 33 Sir John Rogerson's Quay, Dublin 2, Ireland
Date: 6 January 2022
Re: Extraordinary General Meeting of the Company
Dear Shareholder,
We are writing to you to notify you that the Directors of the Company wish to
convene an Extraordinary General Meeting of the Company on 31 January 2022 at
10.00 a.m. (Irish Time) (the "EGM" / "Meeting"), at which shareholders will be
asked to approve the proposed amendment to amend memorandum and articles of
association of the Company (the "Constitution") and the change of name of the
Company (the "Proposed Amendment").
As the Company, and each of its sub-funds, uses the International Central
Securities Depository ("ICSD") model of settlement and Citivic Nominees Limited
is the sole registered shareholder of Shares in each of the sub-fund under the
ICSD settlement model, physical attendance of investors who are not registered
shareholders does not take place at general meetings of the Company, investors
in a sub-fund should send voting instructions through the relevant ICSD or the
relevant participant in an ICSD (such as a local central securities depository)
. If any investor has invested in a sub-fund through a broker/dealer/other
intermediary, the investor should contact this entity or its relevant proxy
voting agent to provide voting instructions.
All capitalised terms used in this notice shall bear the same meaning as the
capitalised and defined terms used in the Prospectus and Supplements.
1 PROPOSED AMMENT REQUIRING SHAREHOLDER APPROVAL
Subject to Shareholder approval and the requirements of the Central Bank, it is
proposed to amend the name of the Company as follows:
Current Name Proposed Name
VanEck VectorsT UCITS ETFs plc VanEck UCITS ETFs plc
The proposed change of name of the Company will necessitate an amendment to the
Constitution. The text of the proposed changes to the Constitution is set out
in marked-up format in Appendix I. These amendments require the approval of the
Shareholders of the Company by means of a special resolution, as described
further under Section 3.
2 RATIONALE FOR THE PROPOSED AMMENT
The Directors, following engagement with the Manager, are proposing to change
the name of the Company to facilitate a move to a universal brand in support of
VanEck's growing global presence and to avoid any potential confusion in
relation to the future marketing of the Company and its sub-funds.
Subject to the passing of the special resolution to change the name of the
Company, it is proposed to change the name of each of the sub-funds would be
amended as set out in Section 1.
3 SHAREHOLDERS' APPROVAL
For the sanctioning of the resolution to approve the Proposed Amendment, the
Shareholder of the Fund must pass the Special Resolution. The required quorum
at the Meeting is one shareholder present in person or by proxy.
If such approval is obtained, the changes, including the change of name of each
sub-fund, will be effected on or around 16 February 2022 subject to the
requisite regulatory approvals being obtained, with the exact date to be
announced via the regulatory news service of Euronext Dublin and to be
published in an appropriate manner in each of the other jurisdictions in which
the Company and its sub-funds' shares are listed on a stock exchange (the "
Effective Date").
The prospectus and the supplement for each sub-fund and the Key Investor
Information Document (KIID) will be updated at the Effective Date or as soon as
possible thereafter, subject to the approval by the Central Bank of Ireland and
subject to any changes as may be required by the Central Bank of Ireland.
4 CONSEQUENTIAL Amendments to the name of each Sub-fund
In addition to the proposed amendments to the Constitution, we hereby wish to
notify you that the Prospectus of the Company will also be updated to reflect
the changes to the name of the Company. Subject to the passing of the necessary
resolution to change the Constitution of the Company to reflect the Proposed
Amendment, it is proposed to change the name of each sub-fund by the removal of
"Vectors" from the name. It is proposed that the name of each sub-fund be
amended as follows:
Current Name Proposed Name
VanEck VectorsT Gold Miners UCITS VanEck Gold Miners UCITS ETF;
ETF;
VanEck VectorsT Junior Gold Miners VanEck Junior Gold Miners UCITS ETF;
UCITS ETF;
VanEck Vectors Morningstar US VanEck Morningstar US Sustainable Wide
Sustainable Wide Moat UCITS ETF; Moat UCITS ETF;
VanEck VectorsT J.P. Morgan EM VanEck J.P. Morgan EM Local Currency
Local Currency Bond UCITS ETF; Bond UCITS ETF;
VanEck VectorsT Natural Resources VanEck Natural Resources UCITS ETF;
UCITS ETF;
VanEck VectorsT Preferred US Equity VanEck Preferred US Equity UCITS ETF;
UCITS ETF;
VanEck VectorsT Emerging Markets VanEck Emerging Markets High Yield Bond
High Yield Bond UCITS ETF; UCITS ETF;
VanEck VectorsT Global Fallen Angel VanEck Global Fallen Angel High Yield
High Yield Bond UCITS ETF; Bond UCITS ETF;
VanEck VectorsT Global Mining UCITS VanEck Global Mining UCITS ETF;
ETF;
VanEck VectorsT Video Gaming and VanEck Video Gaming and eSports UCITS
eSports UCITS ETF; ETF;
VanEck Vectors Morningstar Global VanEck Morningstar Global Wide Moat
Wide Moat UCITS ETF; UCITS ETF;
VanEck VectorsT Semiconductor UCITS VanEck Semiconductor UCITS ETF;
ETF;
VanEck VectorsT Hydrogen Economy VanEck Hydrogen Economy UCITS ETF;
UCITS ETF;
VanEck VectorsT Digital Assets VanEck Digital Assets Equity UCITS ETF;
Equity UCITS ETF;
VanEck VectorsT Rare Earth and VanEck Rare Earth and Strategic Metals
Strategic Metals UCITS ETF; UCITS ETF;
VanEck VectorsT New China ESG UCITS VanEck New China ESG UCITS ETF; and
ETF; and
VanEck VectorsT Smart Home Active VanEck Smart Home Active UCITS ETF.
UCITS ETF.
Shareholder approval is not required for the change of name of a sub-fund and
Shareholders are not being requested to pass a resolution to change the name of
each sub-fund. Existing fund tickers of the sub-funds will not be affected by
the name change.
5 RECOMMATION
The Directors believe that the proposed resolution is in the best interests of
the shareholders of the Fund as a whole and, accordingly, recommend that you
vote in favour of the proposed resolution.
6 PUBLICATION OF RESULTS
The result of the EGM will be announced through the regulatory news service on
Euronext Dublin website and will be published in an appropriate manner in each
of the other jurisdictions in which the Company is listed on a stock exchange.
The change of name will only be announced for the sub-funds currently listed on
Euronext Dublin. The following sub-funds are not listed on Euronext Dublin and
are currently in the process of seeking revocation of approval from the Central
Bank of Ireland:
* VanEck VectorsT Natural Resources UCITS ETF
* VanEck VectorsT Preferred US Equity UCITS ETF
Yours faithfully,
Director
VanEck Vectors UCITS ETFs plc
Appendix 1
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF
VANECK VECTORS UCITS ETFs PLC (THE "COMPANY")
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the
shareholders of the Company will be held at 33 Sir John Rogerson's Quay, Dublin
2, Ireland on 31 January 2022 at 10:00 a.m. (Irish Time) for the following
purpose:
SPECIAL RESOLUTION
1. To approve the adoption, subject to the approval of the Irish Registrar of
Companies, of a new name of the Company as set out at clause 1 of the
Memorandum of Association (or should such name not be available, such other
similar name as may be proposed by the directors of the Company) attached
at Appendix I to the Circular to Shareholders dated 6 January 2022.
2. To approve the Articles produced to the meeting and for the purposes of
identification marked "X" on the front page thereof be and are hereby
approved as the Articles of the Company in substitution for and to the
exclusion of all existing Articles thereof.
3. To make any consequential changes to the Company's documentation, subject
to any amendments required by the Central Bank of Ireland.
By order of the Directors.
Dated this day of January 2022
Tudor Trust Limited Registered in Dublin, Ireland - No: 192532.
Notes
Quorum
1 The required quorum at the meeting is one shareholder present in person or by
proxy. If a quorum is not present within half an hour from the appointed time
for the meeting, or if during a meeting a quorum ceases to be present, the
meeting shall stand adjourned to the following week (7 February 2022) at the
same time and place, or to such other day and at such other time and place as
the Directors may determine.
Entitlement to attend and vote
2 Only a registered shareholder is entitled to attend, speak, ask questions and
vote at the meeting (or any adjournment thereof). As sub-funds in the Company
use the International Central Securities Depositary (ICSD) model of settlement
and Citivic Nominees Limited is the sole registered shareholder of shares in
the sub-funds under the ICSD settlement model, investors in the Sub-fund should
submit their voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities depositary). If any
investor has invested in the Sub-fund through a broker/dealer/other
intermediary, the investor should contact this entity or its relevant proxy
voting agent to provide voting instructions.
Appointment of proxies
3 A form of proxy is enclosed with this Notice of the EGM for use by registered
shareholders. As mentioned above, investors in the Sub-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 offices of the office of
the Company Secretary, Tudor Trust Limited, 33 Sir John Rogerson's Quay, Dublin
2, Ireland, so as to be received no later than 24 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 24 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.
4 Subject to the Articles of Association of the Company and provided it is
received at least 24 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 24 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 tudortrust@dilloneustace.ie entering the
company name.
Voting rights and total number of issued shares in the Sub-fund
5 At the EGM, the resolutions put to the vote of the meeting shall be decided
on a poll. On a poll every shareholder shall have one vote for every share of
which he is the shareholder.
6 Where a poll is taken at an EGM any member, present or by proxy, holding more
than one share is not obliged to cast all his/her votes in the same way.
7 Ordinary resolutions require to be passed by a simple majority of members
voting in person or by proxy. Special resolutions require a majority of not
less than 75% of votes cast by those who vote either in person or in proxy to
be passed.
Appendix 2
FORM OF PROXY
VANECK VECTORS UCITS ETFs PLC (THE "COMPANY")
I/We* of
being a Shareholder in the Fund and entitled to vote, hereby appoint the
Chairman of the Meeting or failing him/her Laura Tully of 33 Sir John
Rogerson's Quay, Dublin 2, Ireland or failing her a representative of Tudor
Trust Limited as my/our* proxy to vote for me/us* on my/our* behalf at the
Extraordinary General Meeting of the Company to be held at 33 Sir John
Rogerson's Quay, Dublin 2, Ireland on 31 January 2022 at 10:00 a.m. (Irish
Time) or any reconvened meeting thereof.
(*delete as appropriate)
Signature:
Date: 2022
Please indicate with an "X" in the spaces below how you wish your vote to be
cast in respect of the resolution. If no specific direction as to voting is
given, the proxy will vote or abstain from voting at his/her discretion. If you
elect to abstain from voting with respect to the resolution, such election will
not count as a vote in law and will not be counted in the calculation of the
proportion of the votes for and against the resolution.
Resolution: For Against Abstain
1 To approve the adoption, subject to the approval of
the Irish Registrar of Companies, of a new name of the
Company as set out at clause 1 of the Memorandum of
Association (or should such name not be available, such
other similar name as may be proposed by the directors
of the Company) attached at Appendix I to the Circular
to Shareholders dated 6 January 2022.
2 To approve the Articles produced to the meeting and
for the purposes of identification marked "X" on the
front page thereof be and are hereby approved as the
Articles of the Company in substitution for and to the
exclusion of all existing Articles thereof.
3 To make any consequential changes to the Company's
documentation, subject to any amendments required by
the Central Bank of Ireland.
IF RELEVANT, PLEASE PRINT YOUR NAME OR THE NAME OF THE CORPORATION YOU ARE
EXECUTING THIS FORM ON BEHALF OF AND YOUR ADDRESS UNDERNEATH
Print Name:
_____________________________________________________________________
Print Address
____________________________________________________________________
____________________________________________________________________________
Notes
1. A shareholder must insert his/her full name and registered address in type
or block letters. In the case of joint accounts the names of all holders
must be stated. Please insert your name(s) and address in BOLD TYPE and
sign and date the form.
2. Only a registered shareholder is entitled to attend, speak, ask questions
and vote at the Meeting (or any adjournment thereof). As sub-funds in the
Company use the International Central Securities Depositary (ICSD) model of
settlement and Citivic Nominees Limited is the sole registered shareholder
of shares in the sub-funds under the ICSD settlement model, physical
attendance of investors who are not registered shareholders does not take
place at general meetings of the Fund or of the Company and investors in
the Fund should send voting instructions through the relevant ICSD or the
relevant participant in an ICSD (such as a local central securities
depository). If any investor has invested in the Fund through a broker/
dealer/other intermediary, the investor should contact this entity or its
relevant proxy voting agent to provide voting instructions.
3. The Form of Proxy must:
+ in the case of an individual shareholder, be signed by the shareholder
or his attorney; and
+ in the case of a corporate shareholder, be executed under its common
seal or under the hand of some officer, attorney or other person duly
authorised to act on its behalf.
4. Indicate by placing a cross in the appropriate box how you wish your votes
to be cast in respect of each resolution. If no mark is made, your proxy
may vote or abstain at his/her discretion. On any other business not
specified in the Notice of Meeting and arising at the Meeting, the proxy
will act at his or her discretion.
5. To be valid, this form (and, if applicable, any power of attorney or other
authority under which it is signed or a notarially certified copy thereof)
must be completed and deposited at the office of the Company Secretary,
Tudor Trust Limited, at 33 Sir John Rogerson's not less than 24 hours
before the time appointed for the holding of the meeting by post or by fax
at +353 (0) 1 667 0042 for the attention of Laura Tully. Citivic Nominees
may send their signed Form of Proxy by e-mail to
tudortrust@dilloneustace.ie. Any proxy form deposited less than 24 hours
before the time of the meeting may only be treated as valid at the
discretion of the Directors. Failure to return the proxy form by the
required time will (subject to the aforementioned discretion of the
Directors) result in the proxy form being void and your proxy will not be
entitled to vote on your behalf as directed.
Appendix 3
Proposed amendments to the Constitution
END
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