CIRCULAR TO THE SHAREHOLDERS OF. UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF (the "Merging Fund")

Transcription

1 CIRCULAR TO THE SHAREHOLDERS OF UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF (the "Merging Fund") A sub-fund of UBS (Irl) ETF plc (the "Company") (an umbrella fund with segregated liability between sub-funds) This document is important and requires your immediate attention. If you are in doubt about the contents of this document, you should consult your stockbroker, investment advisor/consultant, bank manager, solicitor, accountant or other professional adviser. If you have sold or transferred all of your shares, you should pass this document, together with the relevant accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was made for transmission to the purchaser or transferee as soon as possible. A notice convening an extraordinary general meeting (the "EGM") of shareholders of the Merging Fund is enclosed at Appendix 3. Please complete the enclosed form of proxy and return by post or by fax to (with original to follow by post) for the attention of Ciara Long, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2. All proxy votes in whichever format provided must arrive in Ireland no later than close of business (Irish time) on 12:00 noon on Monday 31 July The meeting will take place at 12:00 noon (Irish time) on Wednesday 2 August Capitalised terms used in this document shall bear the same meaning as the capitalised and defined terms used in the prospectus of the Company dated 17 June 2016 (the "Prospectus") including the supplement in respect of the Merging Fund (the "Supplement"). A copy of the Prospectus and the Supplement are available upon request during normal business hours from the registered office of the Company or from such other persons specified by the Company. For the shareholders in Austria the prospectus, the supplements, the key investor information documents (KIIDs) and the copies of the Articles of Incorporation of the Company may also be obtained free of charge, and in hardcopy if requested, from the information and paying agent in Austria, Erste Bank der österreichischen Sparkassen AG, Am Belvedere 1, A-1100 Wien. For the shareholders in Germany the prospectus, the supplements, the key investor information documents (KIIDs) and the copies of the Articles of Incorporation of the Company may also be obtained free of charge, and in hardcopy if requested, from the information and paying agent in Germany, UBS Europe SE, Bockenheimer Landstrasse 2-4, D Frankfurt am Main. For the shareholders in Liechtenstein the prospectus, the supplements, the key investor information documents (KIIDs) and the copies of the Articles of Incorporation of the Company may also be obtained free of charge, and in hardcopy if requested, from the distribution and paying agent in Liechtenstein Liechtensteinische Landesbank AG, Städtle 44, 9490 Vaduz.

2 Timetable for the proposals Key dates Event Date Meeting of Shareholders in the Merging Fund Wednesday 2 August 2017 Documentation posted to Shareholders Friday 7 July 2017 Latest time and date for receipt of forms of proxy 12:00 noon (Irish time) Monday 31 July 2017 The last dealing day in Existing Shares of the Merging Fund Monday 21 August 2017 (the Redemption Deadline ) The final NAV published for the Merging Fund Close of business Monday 28 August 2017, published around Tuesday 29 August 2017 Effective Date First day of dealing in New Shares issued in the Receiving Fund pursuant to the Merger Written confirmation posted to Shareholders advising of allocation and number of New Shares in the Receiving Fund Tuesday 29 August 2017 (the Effective Date ) Wednesday 30 August 2017 Within five 5 Business Days of the Effective Date 1

3 UBS (Irl) ETF plc 78 Sir John Rogerson's Quay Dublin 2 Date: 7 July 2017 Proposed merger of UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF (the "Merging Fund") with UBS (Irl) ETF plc MSCI USA UCITS ETF (the "Receiving Fund") a sub-fund of UBS (Irl) ETF plc (the "Company") (the "Merger") Dear Shareholder, The purpose of this Circular is to explain to you our proposal to merge the Merging Fund with the Receiving Fund, in accordance with the Memorandum and Articles of Association of the Company (the "M&A") and to seek your approval for the proposal. If the Merger is approved by the requisite majority of Shareholders of the Merging Fund, the net assets of the Merging Fund will be transferred to the Receiving Fund and all remaining Shareholders of the Merging Fund will be entitled, as of 29 August 2017 (the "Effective Date"), to receive Shares in the corresponding share class of the Receiving Fund (the New Shares ). Details of the relevant Classes of New Shares which you will receive are set out in Appendix 1 to this document. The Key Investor Information Documents ( KIIDs ) for the Receiving Fund are set out in Appendix 2. You will be notified of the exact number of New Shares you will receive in the Receiving Fund within five business days following the Effective Date. For the avoidance of doubt, your shares in the Merging Fund (the "Existing Shares") will be cancelled when the New Shares are issued on the Effective Date. Background of the Merging Fund and the Receiving Fund The Company is an open-ended investment company with variable capital incorporated on 14 December 2011 and authorised in Ireland as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as amended (the "Regulations"). The Merging Fund The Merging Fund was approved by the Central Bank of Ireland (the Central Bank ) on 27 September The investment objective of the Merging Fund is to seek to track the equity market performance of the US market. As at 31 May 2017 the net asset value of UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF (GBP) A-acc was GBP As at 31 May 2017 the net asset value of UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF (GBP) A-dis was GBP The Receiving Fund The Receiving Fund was approved by the Central Bank of Ireland on 2 April The investment objective of the Receiving Fund is to seek to track the equity market performance of the US market. As at 31 May 2017 the net asset value of the receiving fund UBS (Irl) ETF plc MSCI USA UCITS ETF (hedged to GBP) A-acc was GBP (projected NAV, calculation based on index closing divided by index divisor). 2

4 As at 31 May 2017, the net asset value of the receiving fund UBS (Irl) ETF plc MSCI USA UCITS ETF (hedged to GBP) A-dis was GBP (projected NAV, calculation based on index closing divided by index divisor). Rationale for the Merger The decision to undertake the Merger has been taken in the interest of economic efficiency in the management of the Company, as it will enable the Merging Fund and the Receiving Fund to be managed as a sole sub-fund of the Company. Timing Two persons entitled to vote upon the business to be transacted, each being a Shareholder ("Holders") or a proxy for such Holders or a duly authorised representative of a corporate Shareholder shall be a quorum at the EGM. Shareholders should note that in order to facilitate an orderly transfer of net assets from the Merging Fund to the Receiving Fund prior to the Effective Date, redemption requests in respect of the Merging Fund will be suspended with effect from the Redemption Deadline. Applications for Shares in the Merging Fund and switches into the Merging Fund by new investors will be suspended with effect from the date of this letter. If the Merger is approved at the EGM, you will be advised in writing within five business days following the Effective Date of the number of New Shares issued to you in the Receiving Fund. Subject to the Dealing Deadline provisions set out in the Prospectus of the Company, you may deal in New Shares of the Receiving Fund on the next business day after the Effective Date. Furthermore if the Merger is approved and completed, an application will be made to the Central Bank for revocation of the approval of the Merging Fund. A submission seeking the revocation of approval of the Merging Fund will be submitted to the Central Bank when the audited accounts of the Company are available showing a net asset value of zero for the Merging Fund. Expected impact of Merger The Merger ultimately will result in the following: (1) all the assets of the Merging Fund are transferred to the Receiving Fund; (2) the Shareholders of the Merging Fund shall become Shareholders of the Receiving Fund; (3) the Merging Fund shall be terminated following the Merger; and (4) an application for revocation will be submitted to the Central Bank in respect of the Merging Fund following the Merger. The Company in respect of the Merging Fund does not intend to undertake any rebalancing of the portfolios before the Merger takes effect. The Company in respect of the Receiving Fund does not intend to undertake any rebalancing of the portfolio before the Merger takes effect. Any accrued income, dividends, and income receivables in the Merging Fund will be transferred into the Receiving Fund as part of the Merger. The Merging Fund and the Receiving Fund all seek to track the performance of the MSCI USA Index (or any other index determined by the Directors from time to time to track substantially the same market as the MSCI USA Index and which is considered by the Directors to be an appropriate index for the Fund to 3

5 track, in accordance with the Prospectus (the "Index") as closely as possible, while seeking to minimise as far as possible the difference in performance between the fund and the Index. In order to seek to achieve this investment objective, the Investment Manager, on behalf of the Merging Fund and the Receiving Fund, will invest, using the Replication Strategy, primarily in the securities of the Index in the approximate weightings of the Index subject to the Investment Restrictions set forth in the Prospectus. This strategy seeks to hold all of the securities of the Index, with the approximate weightings as in that Index, so that essentially, the portfolio of the Merging Fund and Receiving Funds will be a near mirrorimage of the components of the Index. Appendix 1 sets out the comparison of the key features and operation of the Merging Fund and the Receiving Fund. There are no differences in your rights as a Shareholder of the Merging Fund before or after the Merger takes effect and no difference in the nature of your rights if you become a Shareholder of the Receiving Fund. Details of Subscriptions in the Receiving Fund You are further advised that if the Merger is approved, you will receive New Shares in the corresponding Class in the Receiving Fund. As part of the Merger, the net assets of the Merging Fund will be transferred to the Receiving Fund on the Effective Date. State Street Fund Services (Ireland) Limited (the "Administrator") will value the net assets being transferred as part of the Merger pursuant to the M&A and consistent with Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 (the "Central Bank UCITS Regulations"). The number of New Shares to be issued in the relevant Class of the Receiving Fund shall be the number which would, on the Effective Date, have been issued for cash against the payment of a sum equal to the value of the net assets being transferred from the Merging Fund. Please note that the number of Shares held by a Shareholder in the Receiving Fund on the Effective Date may not be equal to the number of Shares held by the Shareholder in the relevant Merging Fund prior to the Effective Date. The valuation of the net assets shall be verified by an independent auditor to ensure consistency with the M&A and the requirements of the Regulations. Provided that you have not redeemed your Existing Shares in the Merging Fund, the Administrator will issue you with a written confirmation of ownership of New Shares in the Receiving Fund within five business days of the Effective Date as outlined above. For the avoidance of doubt, the Existing Shares will be cancelled when the New Shares are issued as at the Effective Date. No initial charge will be made on the issue of New Shares in the Receiving Fund as part of this process. Please see Share Class Transfer table for more details in respect of the New Shares, which can be found in Appendix 1. Costs of the Merger All costs in connection with the Merger and the transfer of net assets to the Receiving Fund (including the costs of calling the meeting of Shareholders and of the preparation and implementation of the transfer) will be borne by UBS AG or any of its affiliates. All costs in connection with the termination of the Merging Fund and the revocation of its approval will be borne by UBS AG or any of its affiliates. All assets of the Merging Fund, will be transferred to the Receiving Fund so that you receive New Shares in the Receiving Fund that are as close as practicable in value to the Existing Shares that you own in the Merging Fund. 4

6 Tax Shareholders should be aware that the Merger may have tax consequences. Shareholders may suffer income tax, withholding tax, capital gains tax, wealth tax, stamp taxes or any other kind of tax on distributions or deemed distributions of the Merging Fund, capital gains within the Merging Fund whether realised or unrealised, income received or accrued or deemed received within the Merging Fund, subject to the laws and practices of the country where the shares are purchased, sold, held or redeemed and subject to the country of tax residence or nationality of the Shareholder. Shareholders who are in any doubt as to their tax position should consult their own independent tax advisors as to the Irish or other tax consequences of the Merger. Notice of an Extraordinary General Meeting of the Merging Fund As noted above, the Shareholders of the Merging Fund are to consider a resolution to approve the Merger at the EGM. You will be notified, by letter, of the outcome of this EGM. If the resolution is approved by the Shareholders of the Merging Fund, it is proposed that the Merger will take effect on the Effective Date. As noted, the last dealing day in Existing Shares of the Merging Fund will be the day of the Redemption Deadline. You will find attached a notice of EGM of the Merging Fund. At the EGM, Shareholders will be asked to consider as an item of business the approval of the Merger. In order for the Merger to be effective, the special resolution to be considered at the EGM of the Merging Fund requires three quarters of those present and voting in person or by proxy to vote in favour of the resolution. The Form of Proxy accompanying the notice of the EGM enclosed with this Circular is for use in relation to the EGM and should be completed and returned in accordance with the instructions thereon, and to be received as soon as possible and in any event not later than 12:00 (Irish time) on Monday 31 July Shareholders may return a signed copy of the Form of Proxy either by post to Ciara Long, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson s Quay, Dublin 2, Ireland for the attention of Ciara Long or by fax to , with the original to follow by post. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the EGM. It should be noted that, if the resolution is approved by the requisite majority, the Merger will be binding on all Shareholders, including Shareholders who voted against it or who did not vote at all. However, you will have the opportunity at any time up to 4:00pm (Irish time) on the Redemption Deadline to redeem your Existing Shares free of any redemption charge and subject to the procedures set out in the Prospectus. Documents relating to the Receiving Company and the Receiving Fund available for display As mentioned above, the KIIDs of the Receiving Fund, which contain key investor information relating to the Receiving Fund, are enclosed. The Directors recommend that you review these documents in order to familiarise yourself with the key investor information in respect of the Receiving Fund. Copies of the M&A of the Company, latest annual and semi-annual reports, material contracts, Prospectus, KIIDs of the Receiving Fund and other relevant information are available free of charge and may be inspected at the registered office of the Company or the relevant local representatives. PricewaterhouseCoopers (the "Independent Auditor") has produced an independent report in respect of the Merger and should you wish to do so you may inspect a copy of this report at the registered office of the Company free of charge. Recommendation The Directors believe the Merger of the Merging Fund and the Receiving Fund is in the best interests of existing Shareholders and accordingly recommend that you vote in favour of the proposal. It should be noted that if the Merger is not approved by the Shareholders, the Directors will consider what action to take and whether the continued operation of the Merging Fund is commercially viable. If, in the opinion of the Directors, the continued operation of the Merging Fund is not commercially viable, the Directors may 5

7 decide to terminate the Merging Fund and seek the Central Bank's withdrawal of approval of the Merging Fund. Please note that the Depositary is satisfied with the Merger and has confirmed to the Central Bank that it has no objection to the proposal being put before you for approval. The Independent Auditor has confirmed to the Central Bank that the value of the Merger (i.e. the net assets of the Merging Fund) will be calculated in accordance with the terms of the Prospectus. Should you wish to obtain a copy of the Prospectus this is available upon request during normal business hours from the registered office of the Company. Yours sincerely, Director for and on behalf of UBS (Irl) ETF plc Appendix 1: Details of Share Classes in the Receiving Fund Appendix 2: KIIDs for the Receiving Fund Appendix 3: Notice of an Extraordinary General Meeting of the Merging Fund Appendix 4: Form of proxy for Extraordinary General Meeting of the Merging Fund 6

8 Appendix 1 Share Class Transfer Table Classes of Shares (Class Currency) Ongoing charges Flat Fee Redemption Price of Merging Fund & Subscription Price of Receiving Fund (as at 31 May 2017) Merging Fund Share Class UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-dis UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-acc UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-dis 0.24% UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-acc 0.24% Merging Fund Share Class UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-dis 0.24% per annum of the Net Asset Value of the Class UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-acc 0.24% per annum of the Net Asset Value of the Class UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-dis GBP UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF Class (GBP) A-acc GBP Receiving Fund Share Class UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-dis UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-acc UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-dis 0.24% UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-acc 0.24% Receiving Fund Share Class UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-dis 0.24% per annum of the Net Asset Value of the Class UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-acc 0.24% per annum of the Net Asset Value of the Class UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-dis GBP UBS (Irl) ETF plc MSCI USA UCITS ETF Class (hedged to GBP) A-acc GBP

9 Further Information In order to provide a more complete summary of the Receiving Fund, a copy of the Receiving Fund's KIIDs are enclosed for your information at Appendix 2. If you would like any further information about the Receiving Fund, please contact your investment manager or your relationship manager at UBS Asset Management (UK) Ltd.

10 Appendix 2 The Key Investor Information Documents ( KIIDs ) for the Receiving Fund

11 Asset management UBS Funds 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. UBS (Irl) ETF plc - MSCI USA UCITS ETF (the "Fund"), a sub-fund of UBS (Irl) ETF plc (the "Company"), class (hedged to GBP) A-dis (ISIN: IE00BYQ00X44) The Company has not appointed an external manager and is managed by its board of directors (the "Directors") Objectives and investment policy The Fund seeks to track performance of the MSCI USA Index (the "Index"). The Index is designed to measure the performance of mid and large capitalisation companies which are listed on markets in the USA. The Fund will seek to hold all of the shares of the Index, in the same proportions as the Index, so that essentially the portfolio of the Fund will be a near mirror image of the Index. The Fund may, for the purpose of reducing risk, reducing costs or generating additional capital or income, use derivative instruments. The use of derivative instruments may multiply the gains or losses made by the Fund on given investment or on its investments generally. Investors other than certain appointed intermediaries may not buy shares directly from the Fund but may buy and sell shares daily through an intermediary on one of the stock exchanges listed for the share class on the website Shares may be bought from and sold directly to the Fund by intermediares on each business day in accordance with the conditions detailed in the prospectus and supplement for the Fund. In certain circumstances, where required by the applicable law of country where the shares are registered for sale, investors may sell their shares directly to the Fund. In exceptional circumstances, secondary market investors will be permitted to redeem their shares directly from the Company in accordance with the redemption procedure set out in the Risk and reward profile Lower risk Typically lower rewards Higher risk Typically higher rewards More about the risk category 5 The risk category is based on the estimated future volatility of the Fund. The method used for this estimate depends on the fund type and historical data. 5 Historical performance is not a reliable indicator for future performance. 5 The risk category allocated is not static and may vary over time. 5 Allocation to the lowest risk category does not mean that an investment in this fund is free of risk. Why is this Fund in this Category? The Fund is in risk category 5 because the volatility of its returns is high. The Fund invests in equities and may therefore be subject to high volatility. This requires an elevated risk tolerance and capacity. The value of a unit may fall below the purchase price. prospectus, subject to any applicable laws and relevant charges. Through instruction to an intermediary, shareholders will be entitled on a daily basis to convert any or all of their shares in a share class into shares of any other share class in the Fund, provided that they meet all of the normal criteria for buying shares of that share class. This class distributes its net income in order to maintain the maximum tracking accuracy of the MSCI USA Index. The impact of currency fluctuations between any foreign currency to the Index currency is reduced by selling foreign currency forwards at one month forward rate in line with the currency version of the Index. Hedging reduces the effect of the fluctuations in the exchange rate between the currencies of the equity securities (i.e. shares) that make up the Index and GBP, the currency of the Share Class. Further material risks 5 The Fund may use derivatives which can reduce investor risks or give rise to market risks as well as potential loss due to failure of counterparty. 5 Every fund reveals specific risks, a detailed and comprehensive list of risk descriptions can be found in the prospectus.

12 Charges The charges you pay are used to pay the costs 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 invest¹ Entry charge 5.00%² Exit charge 3.00%³ Conversion charge 3.00% Charges taken from the fund over a year Ongoing charges 0.24% Charges taken from the fund under certain specific conditions Performance fee none ¹ This is the maximum that might be taken out of your money before it is invested / before the proceeds of your investment are paid out. ² This entry charge is applicable to investors who subscribe with the Company. ³ This exit charge is applicable to investors who redeem their Shares with the Company. Past performance The entry charge and exit charge shown are maximum figures. In some cases you might pay less you can find this out from your financial adviser. The ongoing charges are estimated in the absence of historical data or when the calculated figure is considered unsuitable because of a material change. As soon as available or suitable, the calculated ongoing charges are reported and may differ from the estimate. They generally exclude: 5 Portfolio transaction costs, except in the case of an entry/ exit charge paid by the Fund when buying or selling units in another collective investment undertaking 5 As securities lending revenue sharing does not increase the costs of running the Fund, this has been excluded from the ongoing charges. For more information, please see the charges section of the Fund's prospectus, which is available at The class was launched in The fund was launched in 2012 % return Historical data is not yet sufficient to provide a useful indication of the past performance. (hedged to GBP) A-dis - IE00BYQ00X44 Benchmark: MSCI USA Index Practical information Depositary State Street Custodial Services (Ireland) Limited Further Information Information about the Company, the Fund and available share classes, the prospectus and supplement as well as the latest annual and semi-annual reports and the portfolio of assets which may be delivered by Authorized Participants in the case of subscriptions can be obtained free of charge, in English on request in writing from the administrator State Street Fund Services (Ireland) Limited at 78 Sir John Rogerson's Quay, Dublin 2, Ireland. These documents and other practical information about the Fund, including the latest Net Asset Value per share and the indicative intra-day Net Asset Value of the Fund are available online at Other documents are also available. The remuneration policy, complaint handling policy, whistleblower policy, cyber security policy and market abuse policy may be obtained free of charge on request from the Company. The currency of the share class is GBP. The share price is published on each business day and is available online at Tax Legislation The Company is subject to the tax laws and regulations of Ireland. Depending on your own country of residence, this might have an impact on your investment. For further details you should consult a tax adviser. Liability Statement The Company 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 of the Company. UBS (Irl) ETF plc is structured by having segregated liability between its sub-funds. This Company is authorised in Ireland and regulated by the Central Bank of Ireland. This key investor information is accurate as at 22/06/2017.

13 Asset management UBS Funds 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. UBS (Irl) ETF plc - MSCI USA UCITS ETF (the "Fund"), a sub-fund of UBS (Irl) ETF plc (the "Company"), class (hedged to GBP) A-acc (ISIN: IE00BYQ00Y50) The Company has not appointed an external manager and is managed by its board of directors (the "Directors") Objectives and investment policy The Fund seeks to track performance of the MSCI USA Index (the "Index"). The Index is designed to measure the performance of mid and large capitalisation companies which are listed on markets in the USA. The Fund will seek to hold all of the shares of the Index, in the same proportions as the Index, so that essentially the portfolio of the Fund will be a near mirror image of the Index. The Fund may, for the purpose of reducing risk, reducing costs or generating additional capital or income, use derivative instruments. The use of derivative instruments may multiply the gains or losses made by the Fund on given investment or on its investments generally. Investors other than certain appointed intermediaries may not buy shares directly from the Fund but may buy and sell shares daily through an intermediary on one of the stock exchanges listed for the share class on the website Shares may be bought from and sold directly to the Fund by intermediares on each business day in accordance with the conditions detailed in the prospectus and supplement for the Fund. In certain circumstances, where required by the applicable law of country where the shares are registered for sale, investors may sell their shares directly to the Fund. In exceptional circumstances, secondary market investors will be permitted to redeem their shares directly from the Company in accordance with the redemption procedure set out in the Risk and reward profile Lower risk Typically lower rewards Higher risk Typically higher rewards More about the risk category 5 The risk category is based on the estimated future volatility of the Fund. The method used for this estimate depends on the fund type and historical data. 5 Historical performance is not a reliable indicator for future performance. 5 The risk category allocated is not static and may vary over time. 5 Allocation to the lowest risk category does not mean that an investment in this fund is free of risk. Why is this Fund in this Category? The Fund is in risk category 5 because the volatility of its returns is high. The Fund invests in equities and may therefore be subject to high volatility. This requires an elevated risk tolerance and capacity. The value of a unit may fall below the purchase price. prospectus, subject to any applicable laws and relevant charges. Through instruction to an intermediary, shareholders will be entitled on a daily basis to convert any or all of their shares in a share class into shares of any other share class in the Fund, provided that they meet all of the normal criteria for buying shares of that share class. Fund income is not paid out, but instead will be reinvested. The impact of currency fluctuations between any foreign currency to the Index currency is reduced by selling foreign currency forwards at one month forward rate in line with the currency version of the Index. Hedging reduces the effect of the fluctuations in the exchange rate between the currencies of the equity securities (i.e. shares) that make up the Index and GBP, the currency of the Share Class. Further material risks 5 The Fund may use derivatives which can reduce investor risks or give rise to market risks as well as potential loss due to failure of counterparty. 5 Every fund reveals specific risks, a detailed and comprehensive list of risk descriptions can be found in the prospectus.

14 Charges The charges you pay are used to pay the costs 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 invest¹ Entry charge 5.00%² Exit charge 3.00%³ Conversion charge 3.00% Charges taken from the fund over a year Ongoing charges 0.24% Charges taken from the fund under certain specific conditions Performance fee none ¹ This is the maximum that might be taken out of your money before it is invested / before the proceeds of your investment are paid out. ² This entry charge is applicable to investors who subscribe with the Company. ³ This exit charge is applicable to investors who redeem their Shares with the Company. Past performance The entry charge and exit charge shown are maximum figures. In some cases you might pay less you can find this out from your financial adviser. The ongoing charges are estimated in the absence of historical data or when the calculated figure is considered unsuitable because of a material change. As soon as available or suitable, the calculated ongoing charges are reported and may differ from the estimate. They generally exclude: 5 Portfolio transaction costs, except in the case of an entry/ exit charge paid by the Fund when buying or selling units in another collective investment undertaking 5 As securities lending revenue sharing does not increase the costs of running the Fund, this has been excluded from the ongoing charges. For more information, please see the charges section of the Fund's prospectus, which is available at The class was launched in The fund was launched in 2012 % return Historical data is not yet sufficient to provide a useful indication of the past performance. (hedged to GBP) A-acc - IE00BYQ00Y50 Benchmark: MSCI USA Index Practical information Depositary State Street Custodial Services (Ireland) Limited Further Information Information about the Company, the Fund and available share classes, the prospectus and supplement as well as the latest annual and semi-annual reports and the portfolio of assets which may be delivered by Authorized Participants in the case of subscriptions can be obtained free of charge, in English on request in writing from the administrator State Street Fund Services (Ireland) Limited at 78 Sir John Rogerson's Quay, Dublin 2, Ireland. These documents and other practical information about the Fund, including the latest Net Asset Value per share and the indicative intra-day Net Asset Value of the Fund are available online at Other documents are also available. The remuneration policy, complaint handling policy, whistleblower policy, cyber security policy and market abuse policy may be obtained free of charge on request from the Company. The currency of the share class is GBP. The share price is published on each business day and is available online at Tax Legislation The Company is subject to the tax laws and regulations of Ireland. Depending on your own country of residence, this might have an impact on your investment. For further details you should consult a tax adviser. Liability Statement The Company 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 of the Company. UBS (Irl) ETF plc is structured by having segregated liability between its sub-funds. This Company is authorised in Ireland and regulated by the Central Bank of Ireland. This key investor information is accurate as at 22/06/2017.

15 Appendix 3 UBS (Irl) ETF plc (the "Company") Incorporated in Ireland with Registered No: Registered Office 78 Sir John Rogerson's Quay Dublin 2 UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF (the "Merging Fund") Notice of Extraordinary General Meeting of the Merging Fund NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Merging Fund will be held at 78 Sir John Rogerson's Quay, Dublin 2 on Wednesday 2 August 2017 at 12:00 noon (Irish Time) for the purposes of transacting the following business of the Company:- 1 that the Merger of the Merging Fund into the Receiving Fund on the terms and conditions as set out in the enclosed Shareholder circular, be and are hereby approved; and 2 that the termination of the Merging Fund immediately following the Effective Date of the Merger, be and is hereby approved. Dated this 7 July 2017 By order of the Board State Street Fund Services (Ireland) Limited Company Secretary Note: A shareholder entitled to attend, speak and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend, speak and vote on their behalf. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a member of the Company.

16 Appendix 4 UBS (Irl) ETF plc (an umbrella fund with segregated liability between sub-funds) (the Company ) UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF (the "Merging Fund") FORM OF PROXY I,/We being a Shareholder of UBS (Irl) ETF plc MSCI USA hedged to GBP UCITS ETF hereby appoint the Chairman of the Company or failing him/ her, Ken Barry, or failing him, Jacqui Horgan, or failing her Ciara Timon, or failing her, Ciara Long, or failing her Gemma Cogan, or failing her Susan Burke, or failing him/her Amy Brennan or failing him/her, any of the Directors of the Company as my/our* proxy and to vote for me/us* on my/our* behalf at the Extraordinary General Meeting of the Company to be held at 78 Sir John Rogerson's Quay, Dublin 2 on Wednesday 2 August 2017 at 12:00 noon (Irish Time) and at any adjournment thereof. Please indicate with an X in the boxes below how you wish the proxy to vote. RESOLUTIONS Special Business FOR AGAINST 1. It is resolved that the proposed Merger of the Merging Fund (of which I am a Shareholder) into the Receiving Fund on the terms and conditions as set out in the enclosed Shareholder circular, be and hereby is approved; and 2. It is resolved that the termination of the Merging Fund (of which I am a Shareholder) immediately following the Effective Date of the Merger, be and is hereby approved. Signed this day of July 2017 Signature: NOTES:- (a) If this form of proxy is signed and returned without any indication of how the person appointed proxy shall vote, he/she will exercise discretion as to how he/she votes and whether or not he/she abstains from voting. (b) Unless and otherwise instructed the proxy will vote as he/she thinks fit. (c) Where the Member is an individual, this proxy may be executed by an attorney of such Member duly authorised in writing to do so. (d) In the case of joint holders, the signature of any one holder will be sufficient, but the names of all joint holders should be stated. (e) Where this form of proxy is executed by a corporation, it must be either under its seal or under the hand of an officer or attorney duly authorised. (f) This form, which is personalised, may only be used in respect of the share account of which details are shown overleaf. Any alteration to such details or any attempt to use the form in respect of any other share account may render the form invalid.

17 (g) Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish. (h) Original signed forms of proxy must be deposited at the Registered Office of the Company, 78 Sir John Rogerson's Quay, Dublin 2 for the attention of Ciara Long by 12:00 noon (Irish time), Monday 31 July A proxy form may be faxed to the Company for the attention of Ciara Long, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2 (facsimile number or sent by to clong@statestreet.com with the original to follow by post.