INFORMATION FOR SHAREHOLDERS OF THE SICAV

Transcription

1 INFORMATION FOR SHAREHOLDERS OF THE SICAV «SSgA Europe Index Real Estate Fund» ISIN Code P Share class: FR ISIN Code I Share class: FR ISIN Code B Share class: FR Should the proposed merger be approved, shareholders in the SSgA Europe Index Real Estate Fund would become shareholders in an Irish open-ended investment company with variable capital (public limited company). Please note that if the proposed merger is approved by the EGM, all matters and litigation relating to the rights and obligations of the shareholders linked to their holding in the Irish open-ended investment company with variable capital will be subject to the regulation, as well as the competence of, the courts of Ireland. Dear Sir/Madam, Paris, February 16 th, 2016 As a shareholder of SSgA Europe Index Real Estate Fund (the Absorbed Sub-fund ), a sub-fund of State Street Global Advisors Index Funds, an open-ended investment company with variable capital (the French SICAV ), managed by State Street Global Advisors France S.A. (the Management Company ), we would like to thank you for your trust in us. On proposal of the Management Company, the Board of Directors of the French SICAV has decided to proceed with the absorption merger of 3 sub-funds of the French SICAV by 1 sub-fund of SSGA SPDR ETFs Europe I plc (the Irish Company ), an open-ended investment company incorporated in Ireland and compliant with the EC Directive 2009/65/EC, (the Merger ). It is proposed to merge the Absorbed Sub-Funds with SPDR FTSE EPRA Europe ex UK Real Estate UCITS ETF (the Absorbing Sub-fund ), a Sub-fund of the Irish Company. The Absorbing Sub-fund is a sub-fund of an open-ended investment company with variable capital under Irish law, whose operating procedures may differ from those of a French SICAV. More specifically, the Absorbing Sub-Fund is an Exchange Traded Fund ("ETF"). An ETF is an exchange listed index fund which is traded in the same way as exchange listed company shares, and the Absorbing Sub-fund will have only one share class in comparison with the 3 share classes of the Absorbed Sub-fund, as indicated in the comparison table below. Absorbed Sub-fund SSgA Europe Index Real Estate Fund ISIN Code P Share class: FR ISIN Code I Share class: FR Absorbing Sub-fund SPDR FTSE EPRA Europe ex UK Real Estate UCITS ETF ISIN Code: IE00BSJCQV56 ISIN Code B Share class: FR The Merger transaction The Merger transaction will be completed in accordance with Article 2 (1) (p) (i) of Directive 2009/65 / EC of the European Parliament and of the Council of 13 July 2009, as transposed into French and Irish law. The Merger transaction is proposed in order to achieve enhanced operational efficiency and the expected benefits of the transaction include larger economies of scale for State Street Global Advisors. These benefits could ultimately result in a drop in the percentage of fixed costs linked to the amount of assets under management, which could be a benefit to the shareholders. However, in certain circumstances management fees and external management fees payable to the management company may increase as specified in the section "Impact of the Merger" below. The enhanced operational efficiency will be achieved by trimming administrative and operational expenses related to the management of the Absorbing Sub-funds. The Merger transaction should also result in an increase in the presence of diversified shareholders, which would reduce the effects on the portfolio and the remaining shareholders in the case of transfers on behalf of major shareholders. The Board of Directors of the French SICAV and the Board of Directors of the Irish Company have therefore decided to merge the Absorbed Sub-funds with the Absorbing Sub-funds. Please see further information on the changes brought about by reason of the merger over the page, and in particular the risk/reward profile.

2 2. The Merger has been approved by the French Financial Markets Authority ( AMF ) and the Central Bank of Ireland ( CBI ) (the supervisory authority over the Irish Company) on 22 January 2016 and will occur on 2 May 2016 (the Effective Date ). On the Effective Date, the Absorbed Sub-funds will tender the entirety of their assets and liabilities to the Absorbing Sub-funds and the shareholders of the Absorbed Sub-funds will receive shares of the Absorbing Sub-funds. In the event that the Merger would have consequences that do not correspond to your objectives, you can redeem your shares free of charge until April 25, 2016 at 11 am (Paris-time). Thereafter, the subscription and redemption of your shares will be suspended until the Effective Date. The management company of the Absorbed Sub-fund is State Street Global Advisors France S.A. The Irish Company is a self-managed fund and thus has not appointed a management company and has appointed State Street Global Advisors Limited as investment manager (the investment manager ). State Street Global Advisors France S.A. will be responsible for managing the investments of the Absorbing Sub-fund, acting as the investment adviser (the sub-investment manager ). Indeed, the financial management of the Absorbing Sub-fund will be delegated by State Street Global Advisors Limited to State Street Global Advisors France S.A. The Irish company is only statutorily responsible for the management and will be your direct or indirect contact particularly in relation to complaints. 2. Changes brought about by the Merger transaction Risk profile: - Change in the risk/reward profile: YES, - Increase in the risk/reward profile: YES, It may be noted that the prospectus of the Absorbing Sub-fund describes the investment strategy/process in a manner that differs from the description of these elements in the prospectus of the Absorbed Sub-fund. However, the investment by delegation of the Absorbing Sub-fund will, in the short term, implement a similar management practice, which may change over time. It is also emphasized that the description contained in the prospectus of the Absorbing Sub-fund describes a similar strategy, but allows the use of additional tools compatible with the applicable UCITS regulations in order to achieve the investment objective in exceptional circumstances. Any differences are due to practices in Ireland, where the investment strategy and investment processes are subject to a more extensive and detailed communication and not to a difference in classification and management process between the sub-funds. The Absorbing and Absorbed Sub-fund have different investment objectives. The Absorbed Sub-fund tracks the performance of the EPRA Europe Liquide 40 index and the Absorbing Sub-fund tracks the performance of the FTSE EPRA / NAREIT Developed Europe ex UK Index. The index of the Absorbed Sub-Fund is made up of 40 stocks with the highest volume traded and / or market capitalization in European and international equities of listed real estate sector, including the UK. The securities in the Index Absorbing Sub-fund include listed real estate companies and real estate investment trust ("REIT") operating in Europe, excluding the UK. Both the Absorbing and Absorbed Sub-fund replicate the performance of their index, with the aim to achieve a tracking error of less than 1%. The Absorbed Sub-fund and the Absorbing Sub-fund both have a synthetic risk and reward indicator (a general indication concerning the overall level of risk of the fund) of 6 on a scale of 7, as disclosed within the Key Investor Information Document ( KIID ). The Absorbed Sub-fund specifies a recommended investment period of over five years and the Absorbing Sub-fund does not specify a recommended investment period. As set out above, the Absorbing Sub-fund is an ETF and as a consequence, you will not be able to purchase or redeem the shares of the Absorbing Sub-fund in the same way you have purchased or redeemed the shares of the Absorbed Sub-fund, which is a conventional OPCVM mutual fund. The Absorbing Sub-fund s shares need to be held by the shareholder in a securities account adapted to receive ETF shares. Therefore, you must hold such account, at least five days prior to the Effective Date, in order to receive the shares of the Absorbing Sub-fund. Given its ETF and exchange-traded status, applications and/or requests for subscription, redemption and conversion of Shares on the primary market can only be made directly to the ETF by authorized participating dealers (each an "AP"). However, the Shares will be listed for secondary trading and as a new shareholder of the Absorbing Sub-fund you will be able to subscribe for the Shares and sell or otherwise deal in the Shares on the secondary market through a broker or financial advisor engaged or appointed by you.

3 3. When, following the Merger, you receive shares of the Absorbing Sub-fund, you will not be able to redeem these shares directly with the Absorbing Sub-fund except in exceptional circumstances as determined by the directors of the Irish Society, in situations such as but not limited to serious financial market disturbances. Furthermore, you can not subscribe for new shares directly with the Absorbing Sub-fund. The main risk of investing in an ETF is the change of the underlying index. If the underlying index falls, the value of your portfolio will likely fall by the same amount. Furthermore, and as is the case for other shares traded on the stock exchange, the share price of an ETF in the secondary market may fluctuate depending on supply and demand. Consequently, the shares of an ETF may, within certain limits, trade above or below the net asset value per unit. Finally, brokerage fees and/or transfer taxes associated with the trading and settlement on the relevant stock exchange are generally added to the share s trading price. Listed Stock exchanges of the Absorbing Sub-fund:.The Absorbing Sub-fund has been created and is currently listed on the Stock exchanges mentioned here below: - London Stock Exchange ; - Deutsche Börse AG ; - SIX Swiss Exchange. Increase in fees: YES, as described below, depending on certain circumstances. The Absorbing Sub-fund will initially only have 1 share class denominated in EUR, in comparison with the Absorbed Sub-fund which has 3 share classes with each a different fee structure. The Absorbing Sub-fund has a single fee, referred to as the Total Expense Ratio (the TER ), and is already charged at its maximum fee of 0.30%. Management fees and management fees outside the management company (including all fees except for transaction fees and fees linked to investments in mutual funds or investment funds) as set out in the prospectus will be higher in the Absorbing Sub-fund in comparison with the Absorbed Sub-fund, for the class B shareholders, and lower for the class I and P shareholders. After deduction of fees and expenses paid to the Directors and Auditors, (both of which are included in the TER), the balance is paid to State Street Global Advisors Limited for managing and operating the Absorbing Sub-fund. This includes, The management fees and commissions of State Street Global Advisors Limited and all operational expenses of the Absorbing Sub-fund which includes, but is not limited to, fees and expenses of the custodian, administrator, and company secretary. The TER for the Absorbing Sub-fund does not include extraordinary or exceptional costs (if any) as may arise from time to time, such as material litigation which will be paid for out of the assets of the Absorbing Sub-fund. Neither does the TER include certain ongoing costs and expenses (including but not limited to transaction charges, stamp duty or other taxes, commissions and brokerage fees incurred with respect to the Absorbing Sub-fund s investments, interest on borrowings and bank charges incurred in negotiating, effecting or varying the terms of such borrowings, or any commissions charged by intermediaries in relation to an investment in the Absorbing Sub-fund). If the Absorbing Sub-fund s expenses exceed the TER outlined below in relation to operating the Sub-fund, State Street Global Advisors Limited will cover any shortfall from its own assets. The Absorbing Sub-fund does not charge any entry or exit fees. However, shareholders buying or selling the Shares in the secondary market as mentioned above, will pay the secondary market price for the Shares and, in addition, may incur customary brokerage commissions, transaction charges, charges for direct registration for redemptions in exceptional circumstances, and/or transfer taxes associated with trading and settlement on the relevant stock exchange. Entry fees: Fees before the Merger Fees to be paid by secondary market investors after the Merger Entry fees: i). ii). not retained by the Fund: I & B Shares: 5% maximum P Share: 2% maximum retained by the Fund: 0.10% maximum for all merging share classes None

4 4. Exit fees: i) not retained by the Fund: None Exit fees: None ii) retained by the Fund: 0.05% for all merging share classes Management fees and management fees outside the management company invoiced to the fund: -B Shares: 0.10% maximum -I Shares: 0.40% maximum -P Share: 1.30% maximum Management fees and management fees outside the management company (total expense ratio) invoiced to the fund: TER 0.30% maximum Annex 3 to this letter contains a comparative table of the main characteristics that have been changed. Annex 1 to this letter contains information on the calculation of the Merger parity, and finally, Annex 2 to this letter contains information on the taxation linked to the Merger impacting French residents in the Absorbed Sub-fund. All investors and in particular non-resident investors are advised to seek advice on their specific situation from their usual adviser. Only the fees and expenses (included but not limited to legal, administrative and consultancy fees) related directly to the preparation and completion of the Merger will be borne by State Street Global Advisors Limited. 3. Things to remember for the investor The statutory auditor of the French SICAV will report on the valuation of the Absorbed Sub-fund assets on the Effective Date. The statutory auditor of the Irish Company will prepare the report on the conditions of carrying out the Merger pursuant to applicable regulations. These reports will be kept available for shareholders, the AMF and the CBI. You may also access the report prepared by the statutory auditor of the French SICAV upon request to the Management Company. Lastly, it is essential that you read the relevant Absorbing Sub-fund's prospectus and KIID (contained in Annex 4) before you become a shareholder. Copies of these documents can be obtained from the Management Company's head office at 23-25, rue Delarivière-Lefoullon, Paris La Défense Cedex. These documents are also available at and If you agree with this transaction, there is no further action to take as you will automatically become a shareholder of the Absorbing Sub-fund on the Effective Date. Assuming you agree, you can also start exercising your rights as a shareholder of the Absorbing Sub-fund from the Effective Date. Authorised participants may resume the subscription and redemption of shares in the Absorbing Sub-fund (primary market) as from the Effective Date. Secondary market investors may effect transactions with respect to the shares in the Absorbing Sub-fund on the relevant stock exchanges (secondary market) as from the Effective Date. If you do not agree with this transaction, you can still redeem your shares at no cost until 25 April 2016 at 11:00 pm (Paris time). Finally, we invite you to contact your financial advisor or distributor to discuss this transaction and assess the value of this investment. Yours faithfully, State Street Global Advisors France S.A.

5 5. ANNEX 1 INFORMATION ON CALCULATING THE MERGER PARITY APPLICABLE TO THE ABSORBED SUB-FUND AND THE ABSORBING SUB-FUND On the Effective Date, the Absorbed Sub-fund will tender the entirety of its assets and liabilities to the Absorbing Sub-fund. The shareholders of the Absorbed Sub-fund will then receive, respectively, without payment of any entry fee or commission, shares of the Absorbing Sub-fund. After completion of the Merger, you will receive a transaction notice indicating the number of the Absorbing Sub-fund's shares that will be allocated to you. In order to determine the exchange ratio of the shares of the Absorbed Sub-fund and the shares of the Absorbing Sub-fund, the assets and liabilities of the two sub-funds shall be valued in compliance with the applicable accounting methods and rules, as stipulated by the articles of association of the Irish Company and the French SICAV (the Rules ). It is noted that these methods are consistent with each other. The procedure applicable will be as follows: a) The assets and any liabilities of the Absorbed Sub-fund and the Absorbing Sub-fund shall be valued on 2 May 2016 using the Rules. b) The respective values of the shares of the Absorbed Sub-fund and of the Absorbing Sub-fund which will be taken into consideration will correspond to their respective net asset values on the 29 th of April The net asset values shall be calculated in accordance with the Rules, by dividing the net assets of each of the sub-funds by their number of outstanding shares, as the case may be. The number of shares issued in consideration of the contribution will be adjusted to reflect the provisions below. c) The exchange ratio will be determined by the following formula: Net asset value per share of the Absorbed Sub-fund Net asset value per share of the Absorbing Sub-fund X the exchange ratio d) The number of shares of the Absorbing Sub-fund allocated to shareholders of the Absorbed Sub-fund will be calculated by the following ratio: Net asset value per share of the concerned class of shares of the Absorbed Sub-fund X the number of shares held Net asset value per share of the Absorbing Sub-fund e) Given that the shares of the Absorbing Sub-fund are not fractionable, if, as a result of the exchange ratio that will be determined, the shareholders of the Absorbed Sub-fund do not receive a whole number shares of the Absorbing Sub-fund, they will receive a cash balance representing the value of the fraction of the share of the Absorbing Sub-fund owed to them, valued as stipulated in the conditions above. f) For example, if the effective date of the Merger had been the 1 st October 2015, the Merger would have been carried out under the floowing conditions: - The net asset value of one class P share of the Absorbed Sub-fund was: EUR The net asset value of the Absorbing Sub-fund was: EUR The shareholders of the Absorbed Sub-fund would have received 11 shares of the Absorbing Sub-fund and a balance in cash of EUR in exchange for one class P share of the Absorbed Sub-fund. As noted above, the issue and redemption of shares of the Absorbed Sub-Fund will be suspended on 25 April at 11:00 (Paris time).

6 6. Reports on the conditions for carrying out the Merger, prepared by the statutory auditors of the Absorbed Sub-fund and the statutory auditors of the Absorbing Sub-fund, are available free of charge and upon request sent to the Management Company at the address below: STATE STREET GLOBAL ADVISORS FRANCE 23-25, rue Delarivière-Lefoullon Paris La Défense Cedex

7 7. ANNEX 2 INFORMATION ON TAX REQUIREMENTS FOR THE MERGER THE TAX INFORMATION BELOW IS GIVEN FOR INFORMATION ONLY. IT IS NON-EXHAUSTIVE AND IS SUBJECT TO CHANGE. ALL SHAREHOLDERS ARE ADVISED TO CONTACT THEIR PERSONAL TAX ADVISER TO REVIEW THEIR SPECIFIC SITUATION. 1. For individual or corporate shareholders with their tax residence in France For shareholders of the Absorbed Sub-fund, the tender transaction through merger/absorption will result in the exchange of their shares for shares in the Absorbing Sub-fund. Regardless of the status of the Absorbed Sub-fund's shareholder, the taxation/deduction of the capital gain/capital loss resulting from the exchange will be deferred until the disposal of the securities received in exchange. However, this principle does not apply if the cash payment received exceeds 10% of the nominal value of the securities received. In the latter case, the capital gain / loss realized on the exchange will be immediately taxable / deductible in the conditions of common law. Furthermore, the allocation of shares of the Absorbed Sub-Fund to the Absorbing shareholders is not considered an income distribution (Article 115, 1 of the general French tax code. - CGI). 1.1 French tax-resident individual shareholders In accordance with the current regulations, by participating in this Merger, individuals registered as tax residents in France automatically benefit - without the need for any application - from the tax deferral regime, insofar as the cash balance received (if any), excluding the compensation for fractional shares (if any), does not exceed 10% of the nominal value of the securities received (Art B of the French Tax Code). The capital gain from exchanging the Absorbed Sub-fund's shares will not be subject to income tax in the year of the Merger (unless the shares received under the exchange are redeemed in the year of the Merger). This capital gain will then be subject to income tax in the year of the disposal or redemption of the securities of the Absorbing Sub-fund received in exchange. The capital gain from the sale of these securities will then be determined by calculating the difference between the disposal or redemption price of the Absorbing Sub-fund's securities received during the exchange and the acquisition price of the Absorbed Sub-fund's securities tendered in the exchange. Capital gains generated on or after 1 January 2013 are eligible to a rebate depending on the duration of ownership, and then subject to the income tax progressive scale; they are also taxable (without rebate) to social levies at the rate of 15.5%. This tax information is provided subject to changes in the applicable regulations. 1.2 French tax-resident corporate shareholders French tax-resident corporations subject to corporate income tax or income tax in the category of industrial and commercial profits or agricultural profits, and shareholders or unitholders of mutual funds, automatically benefit from a tax deferral regime for any recognised profit or loss in the event of a securities exchange after a merger transaction between two mutual funds (FCP or SICAV) (Art bis of the French Tax Code). The result of the securities exchange is therefore, in principle, included in the taxable earnings for the year of disposal of the securities received in exchange, unless the disposal of the securities received in exchange benefits from another tax deferral. Companies that benefit from this tax deferral are required to submit to the reporting obligations stipulated in Article 54 septies of the French Tax Code (monitoring of capital gains in deferral). Where the shareholders are companies subject to corporate income tax, the benefit of the tax deferral regime has no practical impact in most cases, due to the impact of taxation rules on valuation differences for mutual fund securities. In fact, the valuation differences recognised on mutual fund securities during the same financial year as that of the exchange are in principle taken into account in the company's taxable income pursuant to Article A of the French Tax Code. Not-for-profit organisations subject to corporate income tax on certain income from assets (Article of the French Tax Code) are not subject to any tax on capital gains from the disposal of securities. Therefore, the Merger

8 8. of mutual funds has no tax impact for these organisations. Furthermore, these not-for-profit organisations are not subject to taxation on the valuation differences of mutual fund securities. 2. For non-french tax-resident individual or corporate shareholders NON-RESIDENT INVESTORS ARE ADVISED TO SEEK ADVICE ON THEIR SPECIFIC SITUATION FROM THEIR USUAL ADVISER. STATE STREET GLOBAL ADVISORS FRANCE 23-25, rue Delarivière-Lefoullon Paris La Défense Cedex

9 9. ANNEX 3 COMPARATIVE TABLE OF THE MAIN CHANGED ELEMENTS Absorbed Sub-fund Absorbing Sub-fund Name: SSgA Europe Index Real Estate Fund Code ISIN : B Share Classes: FR Name: SPDR FTSE EPRA Europe ex UK Real Estate UCITS ETF Code ISIN : IE00BSJCQV56 I Share Classes: FR P Share Classes: FR Legal form: Sub-fund of State Street Global Advisors Index Funds a French open ended investment company with variable capital (société d investissement à capital variable or SICAV ) Registered office: rue Delarivière-Lefoullon Paris La Défense Cedex France Regulatory authority: French Financial Markets Authority - Autorité des Marchés Financiers (AMF) Management company: State Street Global Advisors France S.A. Investment manager: n/a Sub-investment manager: n/a Custodian: State Street Banque S.A. Statutory auditors: Legal form: Sub-fund of SSGA SPDR ETFs Europe I plc, an Irish open-ended investment company with variable capital. Registered office: 78 Sir John Rogerson s Quay Dublin 2 Ireland Regulatory authority: Central Bank of Ireland Management company: None, as the Irish Company is self-managed Investment manager: State Street Global Advisors Limited Sub-investment manager: State Street Global Advisors France S.A. Custodian: State Street Custodial Services (Ireland) Limited Statutory auditors:

10 10. Ernst & Young Audit PricewaterhouseCoopers Ireland Investment objective: The objective of the Fund is to track the performance of the EPRA Europe Liquid 40 Index (the Index ) as closely as possible. The Fund aims for the tracking error to be less than 1%. Investment policy: The Index is a benchmark of the performance of all European equities and international equities belonging to the real estate sector. The Fund generally invests at least 90% of its assets in the international securities which belong to the sector of real estate and in listed real estate investment trusts (REITS). The Fund may invest up to 10% of its assets in negotiable debt securities, money market instruments or shares of other mutual funds. The Fund may also hold a portion of its assets in cash. The Fund seeks to hold all the securities of the Index with the approximate weightings as in that Index. The Fund will use a replication strategy to create a near mirror-image of the Index. In limited circumstances the Fund may purchase securities that are not included in the Index. The Fund may use financial derivative instruments (that is, financial contracts whose prices are dependent on one or more underlying assets) in order to manage the portfolio efficiently. The Fund may lend up to 100% of the securities it owns. Investment objective: The objective of the Fund is to track the performance of the listed real estate market in Europe Investment policy: The investment policy of the Fund is to track the performance of the FTSE EPRA/NAREIT Developed Europe ex-uk Index (or any other index determined by the Directors from time to time to track substantially the same markets as the FTSE EPRA/NAREIT Developed Europe ex UK Index and which is considered by the Directors to be an appropriate index for the Fund to track, in accordance with the Prospectus) (the Index ) as closely as possible, while seeking to minimise as far as possible the tracking error between the Fund s performance and that of the Index. The Fund invests primarily in securities included in the Index. These securities include listed real estate companies and equity real estate investment trusts ("REITS") operating in Europe but excluding the UK whose relevant activities are defined as the ownership, disposal and development of income-producing real estate. Although the Index is generally well diversified, to enable the Fund to track the Index accurately, the Fund will make use of the increased diversification limits available under the UCITS Regulations, which permit it to hold positions in individual constituents of the Index issued by the same body of up to 20% and a position of up to 35% of the Fund's net asset value in constituents of the Index issued by the same body due to exceptional market conditions (i.e. the issuer represents an unusually large portion of this market measured by the Index). The Fund seeks to hold all the securities of the Index with the approximate weightings as in that Index. The Fund will use a replication strategy to create a near mirror-image of the Index. In limited circumstances the Fund may purchase securities that are not included in the Index. The Fund may use financial derivative instruments (that is, financial contracts whose prices are dependent on one or more underlying assets) in order to manage the portfolio efficiently. Save in exceptional circumstances, the Fund will generally only issue and redeem shares to certain institutional investors. However, shares of the Fund

11 11. may be purchased or sold through brokers on one or more stock exchanges. The Fund trades on these stock exchanges at market prices which may fluctuate throughout the day. Market prices may be greater or less than the daily net asset value of the Fund. The Fund does not currently engage in securities lending. Risk profile: Main risks: Index Tracking Risk, Liquidity Risk, Counterparty Risk. Moreover, the Fund presents additional risks that are listed in the prospectus that should be taken into consideration. SRRI Category: 6 Recommended investment period: Longer than five years. Investor type: All categories of investor. The Fund is open to institutional and individual investors. Appropriation of earnings: Accumulation Minimum investment amount: Initial subscription B and I Shares: EUR 300,000 P Shares: one share Subsequent subscription B and I Shares: EUR 50 P Shares: none Risk profile: Main risks: Concentration Risk, Index Tracking Risk, Liquidity Risk, Property Securities Risk. Please refer to the prospectus for full details about the risks associated with this Absorbing Sub-Fund. SRRI Category: 6 Recommended investment period Not specified. Investor type: The typical investors of the Fund are expected to be institutional, intermediary and retail investors who want to take short, medium or long term exposure to the performance of the European listed real estate securities market, outside the UK, and are prepared to accept the risks associated with an investment of this type and the expected high volatility of the Fund. Appropriation of earnings: Accumulation Minimum investment amount: Initial subscription Authorised Participants 100,000 Shares and multiples thereof or such other greater or lesser amount as may be determined by the Directors, in their absolute discretion. Secondary Market Investors may purchase Shares through the authorized participants on the secondary market. Subsequent subscription Authorised Participants

12 ,000 Shares and multiples thereof or such other greater or lesser amount as may be determined by the Directors, in their absolute discretion. Secondary Market Investors may purchase Shares through the authorized participants on the secondary market. Currency of denomination of shares: B Share Classes: EUR Currency of denomination of shares: EUR I Share Classes: EUR P Share Classes: EUR Calculation frequency of net asset value: The net asset value is established daily, except on Saturdays, Sundays, official French and/or UK public holidays and days when the Paris and/or London stock exchanges are closed. Fees: Entry fees not retained by the Fund: B and I Shares: 5% maximum P Shares: 2% maximum Entry fees retained by the Fund: 0.20% maximum for all merging share classes Exit fees not retained by the Fund: None Exit fees retained by the Fund: 0.05% for all merging share classes Management fees and management fees outside the management company invoiced to the Fund: B Shares: 0.10% maximum I Shares: 0.40% maximum P Shares: 1.30% maximum Transaction Fees: EUR 100 maximum per transaction Calculation frequency of net asset value: The Net Asset Value per Share is calculated as at the Valuation Point on the relevant Dealing Day Fees: Entry fees not retained by the Fund: None Exit fees retained by the Fund: None Maximum Total Expense Ratio: 0.30% p.a. of the Net Asset Value of the Receiving Fund. Transaction Fees: Save in exceptional circumstances, the Fund will generally only issue and redeem shares to certain institutional investors. However, shares of the Absorbing Sub-Fund may be purchased or sold by secondary market investors on one or more stock exchanges through their appointed brokers or financial advisors.,which might lead to the investor incurring transaction fees determined by the relevant Stock exchanges and/or brokers or financial advisors Price adjustment mechanism : Authorised Participants The directors may, in their absolute discretion, include an appropriate provision for duties and charges, such as transactional costs, fees, expenses,

13 13. Foreign exchange and transfer fees: 0.25% maximum of the transactions amount duties and other charges incurred, estimated, paid or payable in respect of each subscription/redemption. For further detail, please refer to the prospectus for the Receiving Fund. Secondary Market The Shares will trade on the listing stock exchanges at prices that fluctuate throughout the day depending on supply and demand, and consequently may be priced above (i.e., at a premium) or below (i.e., at a discount), to varying degrees, the Net Asset Value per Share. The trading prices of the Shares may deviate significantly from the Net Asset Value per Share during periods of market volatility and may be subject to brokerage commissions and/or transfer taxes associated with the trading and settlement through the relevant stock exchange. Redemption/exit conditions: Shareholders may request redemption of their shares every day up to 11:00 a.m. (CET). The redemption price is the price resulting from the next net asset value, calculated on the basis of the day s closing prices. Subscription/entry conditions: Once an account is opened by the administrator, the investor can purchase shares in classes corresponding to the account by completing a subscription form provided by the administrator. This form must be received by the administrator before 11:00 a.m. (CET) for the trading day concerned. All forms received after that time will be considered as received on the next trading day. Procedure for approval and notification of the Merger decision: The Merger transaction will be approved by i) an Extraordinary General Meeting of shareholders of the Fund, and ii) the Board of Directors of State Street Global Advisors Index Funds SICAV. Subscription tax: None Redemption/exit conditions: For cash redemptions, 3.00 p.m. (Irish time) on each Dealing Day. For in-kind redemptions, 4.00 p.m. (Irish time) on each Dealing Day. For cash and in-kind redemptions on 24 December and 31 December each year, 1.00 p.m. (Irish time) on the relevant Dealing Day. Subscription/entry conditions: For cash subscriptions, 3.00 p.m. (Irish time) on each Dealing Day. For in-kind subscriptions, 4.00 p.m. (Irish time) on each Dealing Day. For cash and in-kind subscriptions on 24 December and 31 December each year, 1.00 p.m. (Irish time) on the relevant Dealing Day. Procedure for approval and notification of the Merger decision: The Merger transaction will be approved by the Board of Directors of SSGA SPDR ETFs Europe I plc. Subscription tax: None

14 14. Fiscal Year end: Last trading day of the Paris Stock Exchange in December Fiscal Year End: 31st of March Rights of shareholders of the Absorbing Sub-fund The Irish Company is an Irish open-ended investment company with variable capital that is considered a legal entity. As for the French SICAV, each share (other than subscriber shares) entitles the registered owner to attend and vote at general meetings of the Irish Company and to participate equally (subject to any differences between fees, charges and expenses applicable to different classes) in the profits and assets of the Absorbing Sub-Fund to which the share relates. Shareholders may vote under the conditions stipulated in the current regulations and in the articles of association of the Irish Company. The shares of the Absorbing Sub-fund are registered shares that are registered in the name of the shareholder in the register of members of the Irish Company. Information on the Merger You will be informed of the effective completion of the Merger by the publication, on the day following the Effective Date, of notices of completion of the Merger on the following website:

15 ANNEX 4 KEY INVESTOR INFORMATION DOCUMENT 15.

16 Key Investor Information This document provides you with key investor information about this fund. It is not marketing material. The information is required by law to help you understand the nature and the risks of investing in this fund. You are advised to read it so you can make an informed decision about whether to invest. SPDR FTSE EPRA Europe ex UK Real Estate UCITS ETF (the "Fund") A sub-fund of SSGA SPDR ETFs Europe I plc (a UCITS compliant Exchange Traded Fund). (ISIN IE00BSJCQV56) Objectives and Investment Policy Investment Objective The objective of the Fund is to track the performance of the listed real estate market in Europe. Investment Policy The Fund seeks to track the performance of the FTSE EPRA/NAREIT Developed Europe ex-uk Index (the "Index") as closely as possible. The Fund invests primarily in securities included in the Index. These securities include listed real estate companies and equity real estate investment trusts ("REITS") operating in Europe but excluding the UK whose relevant activities are defined as the ownership, disposal and development of income-producing real estate. Although the Index is generally well diversified, to enable the Fund to track the Index accurately, the Fund will make use of the increased diversification limits available under the UCITS Regulations, which permit it to hold positions in individual constituents of the Index issued by the same body of up to 20% and a position of up to 35% of the Fund's net asset value in constituents of the Index issued by the same body due to exceptional market conditions (i.e. the issuer represents an unusually large portion of this market measured by the Index). The Fund seeks to hold all the securities of the Index with the approximate weightings as in that Index. The Fund will use a replication strategy to create a near mirror-image of the Index. In limited circumstances the Fund may purchase securities that are not included in the Index. The Fund may use financial derivative instruments (that is, financial contracts whose prices are dependent on one or more underlying assets) in order to manage the portfolio efficiently. Save in exceptional circumstances, the Fund will generally only issue and redeem shares to certain institutional investors. However, shares of the Fund may be purchased or sold through brokers on one or more stock exchanges. The Fund trades on these stock exchanges at market prices which may fluctuate throughout the day. Market prices may be greater or less than the daily net asset value of the Fund. The Fund does not currently engage in securities lending. Shareholders may redeem shares on any UK business day (other than days on which relevant financial markets are closed for business and/or the day preceding any such day provided that a list of such closed market days will be published for the Fund on and any other day at the Directors' discretion (acting reasonably) provided Shareholders are notified in advance of any such days. Any income earned by the Fund will be retained and reflected in an increase in the value of the shares. The Fund's shares are issued in Euro. Please refer to the prospectus for more information. Index Source: The FTSE EPRA/NAREIT Developed Europe ex-uk Index is calculated by FTSE. Neither FTSE, Euronext N. V., NAREIT nor EPRA sponsor, endorse or promote this product and are not in any way connected to it and do not accept any liability. Risk and Reward Profile Lower risk Potentially lower reward Higher risk Potentially higher reward Risk Disclaimer The risk category above is not a measure of capital loss or gains but of how significant the rises and falls in the Fund's return have been historically. For example a fund whose return has experienced significant rises and falls will be in a higher risk category, whereas a fund whose return has experienced less significant rises and falls will be in a lower risk category. The lowest category (i.e., category 1) does not mean that a fund is a risk free investment. As the Fund's risk category has been calculated using historical data, it may not be a reliable indication of the Fund's future risk profile. The Fund's risk category shown is not guaranteed and may change in the future. Why is this Fund in this category? The Fund is in risk category 6 as its return has experienced very high rises and falls historically. The following are material risks relevant to the Fund which are not adequately captured by the risk category. Concentration Risk: A Fund that purchases a limited number of securities, or only securities of a limited number of countries or industries may experience higher changes in value than a fund that does not limit its investments. Index Tracking Risk: The Fund's performance may not exactly track the Index. This can result from market fluctuations, changes in the composition of the Index, transaction costs, the costs of making changes to the Fund's portfolio and other Fund expenses. Liquidity Risk: It may be difficult for the Fund to buy or sell certain investments in difficult market conditions. Consequently the price obtained when selling securities may be lower than under normal market conditions. Property Securities Risk: The Fund may purchase REITs. REITs are trusts that invest primarily in commercial real estate. The value of the Fund's interests in REITs may be affected by the value of the property owned by the trust and their liquidity is on average less than the typical stock of blue chip corporations. Please refer to the prospectus for full details about the risks associated with this Fund. spdrseurope.com

17 Key Investor Information Charges The charges you pay are used to pay the cost of running the Fund, including the costs of marketing and distributing it. These charges reduce the potential growth of your investment. One-off charges taken before or after you invest Entry charge none Exit charge none This is the maximum that might be taken out of your money before it is invested (entry charge) or before the proceeds of your investment are paid out (exit charge). Charges taken from the Fund over a year Ongoing charge 0.30% The entry and exit charges shown are maximum figures. In some cases, you might pay less you can find this out from your financial advisor or distributor. Entry and exit charges are not applicable to investors buying/selling shares of the Fund on stock exchanges, but these investors will do so at market prices and may be subject to broker fees and/or other charges. The ongoing charges figure shown here is an estimate of the charges. It excludes: Portfolio transaction costs, except in the case of an entry/exit charge paid by the Fund when buying or selling units in another fund For more information about charges please refer to the "Fees and Expenses" section of the prospectus and the Fund supplement. Charges taken from the Fund under certain specific conditions Performance fee none Past Performance Past performance is not a guide to future results. The Fund does not yet have sufficient data to provide a useful indication of past performance to investors The past performance shown here takes account of all charges and costs. The entry/exit charges are excluded from the calculation of past performance. The Fund was launched in August Past performance has been calculated in Euro and is expressed as a percentage change in the Fund's net asset value at each year end. Practical Information Depositary State Street Custodial Services (Ireland) Limited. Further Information Copies of the prospectus, its supplements, details of the Fund's portfolio and the latest annual and semi-annual reports prepared for SSGA SPDR ETFs Europe I plc may be obtained, free of charge, from the Administrator or online at These documents are available in English. Net Asset Valuation Publication The net asset value and indicative net asset value per share is available at and at the registered office of the company. Additionally the indicative net asset value is available via Bloomberg, Telekurs and Reuters terminals. Tax Legislation The Fund is subject to the tax laws and regulations of Ireland. Depending on your own country of residence this might have an impact on your investments. For further details, you should consult a tax advisor. Liability Statement SSGA SPDR ETFs Europe I plc may be held liable solely on the basis of any statement contained in this document that is misleading, inaccurate or inconsistent with the relevant parts of the prospectus. Switching between Sub-Funds Shareholders have no specific right to convert shares of the Fund into shares of another sub-fund of SSGA SPDR ETFs Europe I plc. Conversion can only be effected by the investor selling/redeeming the shares of the Fund and buying/subscribing shares of another sub-fund of SSGA SPDR ETFs Europe I plc. Detailed information on how to switch between sub-funds is provided in the "Purchase and Sale Information - Conversions" section of the prospectus. Segregation of Assets and Liabilities SSGA SPDR ETFs Europe I plc has segregated liability between its sub-funds. As a consequence, the assets of the Fund should not be available to pay the debts of any other sub-fund of SSGA SPDR ETFs Europe I plc. This Fund is authorised in Ireland and regulated by the Central Bank of Ireland. This key investor information is accurate as at 2 November 2015.