THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor. GO UCITS ETF SOLUTIONS PLC (an open-ended investment company with variable capital structured as an umbrella fund with segregated liability between its sub-funds) ANNUAL GENERAL MEETING TO BE HELD ON 22 December 2014 If you have sold or transferred all of your shares in GO UCITS ETF Solutions plc please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.
28 November 2014 Dear Shareholder, Annual General Meeting Attached is the notice of the 2014 annual general meeting of the Company (the AGM ) and a form of proxy for those Shareholders who are unable to attend the meeting (or any adjournment thereof) and who may wish to vote on the AGM resolutions. Resolutions 1, 2 and 3 Resolutions 1, 2 and 3 deal with the normal matters to be attended to at an AGM namely, the receipt and consideration of the annual accounts, the re-appointment of the Auditors and the authorisation of the Directors to fix the remuneration of the auditors. Resolution 4 Resolution 4 proposes to amend the Memorandum of Association to reflect an update in Irish legislation. Details of the proposed changes are set out in Schedule 1 hereto. Resolution 5 Resolution 5 proposes to amend the Company s Articles of Association, primarily to ensure that the valuation provisions are suitable for funds which invest directly in investments which are quoted, listed or normally dealt in on a regulated market (i.e. physically-replicating funds). With the exception of the ETFS E-Fund MSCI China A GO UCITS ETF (the China Fund ), each of the Company s existing funds uses total return swaps entered into with financial counterparties to gain exposure to the corresponding indices tracked by them. Therefore, the relevant Articles relating to the valuation of investments which are quoted, listed or normally dealt in on a regulated market have not (other than in the context of the China Fund) been relevant to the existing funds. The proposed amendments will provide the Directors with the flexibility, in the context of any physically-replicating funds, to adopt one of a variety of valuation conventions for investments which are quoted, listed or normally dealt in on a regulated market. For each fund, the relevant valuation convention adopted in respect of each type of such security would then be specifically stated in the Prospectus. For funds which seek to track/replicate indices, it is proposed that the investments held by a fund would typically be valued using the same valuation convention utilised by its corresponding index so long as the valuation convention utilised by the relevant index is approved by the Central Bank for such purposes. An amendment is also proposed with respect to the definition of Duties and Charges which is being expanded to clarify that the costs relating to the purchase and sale of investments on foot of subscriptions and redemptions take into account the spread (or differential) between the price at which each investment was valued for the purpose of determining the Net Asset Value and the estimated or actual price at which such investment is actually purchased/sold or expected to be purchased/sold in connection with the relevant subscription/redemption.
As of the date of this notice, the Company has no multi-share class funds. However, it is proposed that additional flexibility be included which will assist with the operation and management of any funds in respect of which multiple share classes may be established in the future. In particular, the flexibility to use financial instruments for share class-specific activities (for example, currency hedging and interest rate hedging) is being included along with the clarification that any such transactions will be clearly attributable to the relevant share class and any costs and any resultant gains/losses associated with such transactions will accrue solely to the relevant share class. The flexibility to hold share-class specific general meetings has also been included. Additional changes are proposed which will seek to take account of certain regulatory developments, and will introduce certain other flexibilities which will assist GO ETF Management Limited in managing the Company. Details of the proposed changes are set out in Schedule 1 hereto. Recommendation The Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors strongly recommend that you vote in favour of the resolutions at the AGM. Matters requiring notification to Shareholders 1. Change to valuation of the ETFS-E Fund MSCI China A GO UCITS ETF Consequential upon and subject to Resolutions 4 and 5 being passed at the AGM, it is proposed that the valuation convention currently employed in respect of A-shares invested in by the China Fund be changed from the closing mid-market price to the last traded price. This change is being made to align the valuation convention of the China Fund with the valuation convention employed by the MSCI China A Index which the China Fund seeks to replicate. This change will, subject to Resolutions 4 and 5 being passed, become effective on the date of the AGM. The change will be further reflected in an amendment to the Prospectus which will, in respect of each fund (where applicable), set out the relevant valuation convention for investments which are quoted, listed or normally dealt in on a regulated market. Yours faithfully, Adrian Waters Director 3
Schedule 1 Proposed Amendments to the Memorandum of Association (the Memorandum ) 1. Reference to the Companies Acts 1963 to 2012 shall be updated in the Memorandum to reflect the coming into force of the Companies (Miscellaneous Provisions) Act 2013 to which the Company is subject. Proposed Amendments to the Articles of Association (the Articles ) 1. The definition of Acts shall be amended to reflect the coming into force of the Companies (Miscellaneous Provisions) Act 2013 to which the Company is subject. 2. The definition of Duties and Charges shall be deleted and a new definition shall be inserted to read as follows: all stamp duties and other duties, taxes, governmental charges, imposts, levies, exchange costs and commissions (including foreign exchange spreads), custodian and sub-custodian charges, transfer fees and expenses, agents fees, brokerage fees, commissions, bank charges, registration fees and other duties and charges, including any provision for the spread or difference between the price at which any Investment was valued for the purpose of calculating the Net Asset Value per Share of any Fund and the estimated or actual price at which any such Investment is purchased or expected to be purchased, in the case of subscriptions to the relevant Fund, or sold or expected to be sold, in the case of redemptions from the relevant Fund, including, for the avoidance of doubt, any charges or costs arising from any adjustment to any FDI required as a result of a subscription or redemption, whether paid, payable or incurred or expected to be paid, payable or incurred in respect of the constitution, increase or reduction of all of the cash and other assets of the Company or the creation, acquisition, issue, conversion, exchange, purchase, holding, repurchase, redemption, sale or transfer of Shares (including, if relevant, the issue or cancellation of certificates for Shares) or Investments by or on behalf of the Company. 3. The definition of Initial Offer Period shall be updated to include reference to the initial offer period of a class of shares. 4. The definition of Investment shall be updated to include any other asset of any description in which the Company is entitled to trade or invest in in accordance with the provisions of the Articles. 5. A new definition of Investment Manager has been added to mean any person or persons appointed to act as investment manager to the Company. This term shall be capitalised through out the Articles. 6. The definition of OECD shall be amended by deleting the countries which are currently members of the OECD. 7. Article 4(a) which deals with the allotment of Shares has been supplemented with the addition of the following paragraph: Financial instruments may be used on behalf of specific classes in accordance with the provisions of this Article, the Prospectus and the requirements of the Central Bank. Where (i) a class or classes denominated in different currencies are created within a Fund and currency hedging transactions are entered into in order to hedge any relevant currency exposure; (ii) interest rate hedging transactions are entered into in respect of a specific class or classes; or (iii) financial instruments are utilised on behalf of a specific class or classes in accordance with the requirements of the Central Bank, in each case such transactions will be clearly attributable to a specific class and any costs and any resultant gains/losses of the relevant hedging transactions and/or financial instruments will accrue solely to the relevant class. 8. Article 11(b) shall be deleted and replaced with the following new Article 11(b): (b) The Subscription Price per Participating Share of any class to be issued subsequent to the Initial Offer Period shall be the Net Asset Value of a Participating Share of the relevant class of Participating Shares calculated in accordance with these Articles in respect of the Valuation Point for the Dealing Day for which the subscription is to be made together with such sum as 4
the Directors may consider represents an appropriate figure for Duties and Charges. Payment of the Subscription Price shall be satisfied, at the discretion of the Manager, by the transfer of Investments as referred to in paragraph (c), in cash or by the transfer of Investments as aforesaid and cash, and in such proportions as the Manager may determine from time to time. 9. Article 17(b) shall be deleted and replaced with the following new Article 17(b) (b) The valuation principles to be used in valuing the Company s assets are as follows: (i) (ii) where possible, the valuation methodology used in respect of a Fund which tracks or replicates an Index is expected to be consistent with the methodology used by the Index used by that Fund. The valuation methodology selected will be consistently applied for the same assets of the same class within the Fund; the value of any Investment which is quoted, listed or normally dealt in on a Regulated Market shall (save in the specific cases set out in the relevant paragraphs below) be based on one of the (a) last traded price, (b) bid price (either closing bid price or last bid price), (c) closing mid-market price or (d) latest mid-market price at close of business on the relevant Regulated Market and as specified in the Prospectus in respect of a Fund provided that a particular or specific asset may be valued using an alternative method of valuation if the Directors deem it necessary and the alternative method has been approved by the Custodian and provided further that: A. if an Investment is quoted, listed or normally dealt in on more than one Regulated Market, the market which in the opinion of the Directors constitutes the main market for the relevant Investment or which provides the fairest criteria for valuing such Investment) shall be used and once selected a market shall be used for future calculations of the value of that Investment unless the Directors otherwise determine; B. in the case of any Investment which is quoted, listed or normally dealt in on a Regulated Market but in respect of which, for any reason, prices on that market may not be available at any relevant time, or, in the opinion of the Directors, may not be representative, the value therefor shall be the probable realisation value thereof estimated with care and in good faith by a competent person, firm or association making a market in such Investment appointed by the Directors (and approved for the purpose by the Custodian) and/or any other competent person, appointed by the Directors (and approved for the purpose by the Custodian). C. in the case of any Investment which is quoted, listed or normally dealt in or on a Regulated Market but acquired or traded at a premium or at a discount outside or off the Regulated Market, the Investment may be valued taking into account the level of premium or discount at the date of the valuation with the approval of the Custodian. The Custodian must ensure that the adoption of such a procedure is justifiable in the context of establishing the probable realisation value of the Investment; (iii) where Investments comprising bonds, notes, and similar non-money market debt assets are not constituents of the Index underlying a Fund, such assets shall be valued at the closing mid-market price on the main market on which these assets are traded or admitted for trading (i.e. the market which is the sole market or which is, in the opinion of the Directors the principal market on which the assets in question are quoted or dealt in) plus any interest accrued thereon from the date on which same were acquired; (iv) where investments comprising money market instruments are not constituents of the Index underlying a Fund, the value of such assets shall be determined using reliable market quotations. In the absence of reliable market quotations they shall be valued using valuation models or matrix pricing (as compiled by the Directors), which 5
incorporate yield and/or price with respect to such money market instruments that are considered comparable in characteristics such as rating, interest rate and maturity date and quotations from securities dealers to determined current value; (v) (vi) the value of any Investment which is not quoted, listed, or normally dealt in on a Regulated Market shall be the probable realisable value estimated with care and in good faith by a competent person, firm, or association making a market in such Investment appointed by the Directors (and approved for the purpose by the Custodian) and/or any other competent person, in the opinion of the Directors (and approved for the purpose by the Custodian); the value of any Investment which is a unit of or participation in an open-ended collective investment scheme/mutual fund shall be the latest available net asset value of such unit/participation; (vii) the value of any cash in hand, prepaid expenses, cash dividends and interest declared or accrued and not yet received shall be deemed to be the full amount thereof unless in any case the Directors are of the opinion that the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the Directors (with the approval of the Custodian) may consider appropriate in such case to reflect the true value thereof; (viii) deposits shall be valued at their principal amount plus accrued interest from the date on which the same were acquired or made; (ix) (x) the value of exchange traded futures contracts, options and other derivative instruments which are dealt in on a Regulated Market shall be the settlement price as determined by the market in question, provided that if such settlement price is not available for any reason or is unrepresentative, same shall be valued at the probable realisation value estimated with care and in good faith by a competent person appointed by the Directors (and approved for the purpose by the Custodian); The value of any over the counter derivatives contracts shall be: A. a quotation from the counterparty; or B. an alternative valuation calculated by the Company or an independent pricing vendor (which may be a party related to but independent of the counterparty which does not rely on the same pricing models employed by the counterparty) provided that: (i) (ii) where a counterparty valuation is used, it must be provided on at least a daily basis and approved or verified at least weekly by a party independent of the counterparty (approved for the purpose by the Custodian); where an alternative valuation is used (i.e. a valuation is that provided by a competent person appointed by the Manager or Directors and approved for that purpose by the Custodian (or a valuation by any other means provided that the value is approved by the Custodian)), it must be provided on a daily basis and the valuation principles employed must follow best international practice established by bodies such as IOSCO (International Organisation of Securities Commission) and AIMA (the Alternative Investment Management Association) and any such valuation shall be reconciled to that of the counterparty on a monthly basis. Where significant differences arise these must be promptly investigated and explained; 6
(xi) notwithstanding the foregoing, OTC derivatives contracts may, alternatively be valued in accordance with the requirements of relevant regulations and/or the requirements of the Central Bank; (xii) forward foreign exchange and interest rate swaps contracts for which market quotations are freely available may be valued in accordance with paragraphs (x) and (xi) above or by reference to market quotations (in which case there is no requirement to have such prices independently verified or reconciled to the counterparty valuation); (xiii) money market Investments of a Fund with a known residual maturity of less than three months and have no specific sensitivity to market parameters, including credit risk may be valued using the amortised cost method of valuation in accordance with the requirements of the Central Bank. The Directors or their delegates shall review or cause a review to take place of deviations between the amortised method of valuation and the market value of investments in accordance with the Central Bank s requirements; (xiv) notwithstanding any of the foregoing sub-paragraphs the Directors, with the approval of the Custodian, may adjust the value of any Investment if, after accounting for currency, applicable rate of interest, maturity, marketability and/or such other considerations as they may deem relevant, they consider that such adjustment is required to reflect the fair value thereof; (xv) if in any case a particular value is not ascertainable as above provided or if the Directors shall consider that some other method of valuation better reflects the fair value of the relevant Investment then in such case the method of valuation of the relevant Investment shall be such as the Directors shall decide and such method shall be approved by the Custodian; (xvi) notwithstanding the foregoing where, at any time of any valuation any asset of the Company has been realised or contracted to be realised, there shall be included in the assets of the Company in place of such asset the net amount receivable by the Company in respect thereof provided that, if such amount is not then known exactly, then its value shall be the net amount estimated by the Directors as receivable by the Company and provided that the method of valuation is approved by the Custodian; (xvii) any assets held in a particular Fund that are not denominated in the Base Currency will be converted into the Base Currency at the rate of exchange prevailing in a Regulated Market on the Valuation Date; (xviii) any certificate as to Net Asset Value of Shares given in good faith (and in the absence of negligence or manifest error) by or on behalf of the Directors shall be binding on all parties. (xix) the Directors, may, in order to comply with any applicable accounting standards, present the value of any assets of the Company in financial statements to Shareholders in a manner different to that set out in this Article. 10. Article 21(a) shall be deleted and replaced with the following new Article 21(a): (a) The Redemption Amount for a Participating Share of any class shall be the Net Asset Value of a Participating Share of the relevant class of Participating Shares calculated in accordance with these Articles in respect of the Valuation Point for the Dealing Day for which the redemption is to be made less such sum as the Directors may consider represents an appropriate figure for Duties and Charges and together with any Redemption Dividend payable under paragraph (b). Payment of the Redemption Amount shall be satisfied, at the discretion of the Manager, by the transfer of Investments as referred to in Articles 20(i) to (j), in cash or by the transfer of Investments as aforesaid and cash, and in such proportions as the Manager may determine from time to time. 7
11. Article 65 has been amended to expand the Director s ability to exercise discretion in terms of the time of receipt of proxy documents. 12. A new Article 69A has been added to provide for the ability of the Company to convene meetings of different classes of Shareholders in the Company. 13. Article 83(c) shall be amended to reflect recent Central Bank ability to establish a Fund which can invest up to 100% of its net asset value in different transferable securities and money market instruments issued by the Government of the People s Republic of China. 14. Article 104 has been amended to enable the Company to declare dividends from total income net of expenses and from realised gains net of realised and unrealised losses and/or capital of a Fund as set out in the Prospectus. 15. Article 108(b) has been amended to enable the Company to pay dividends in accordance with arrangements in place with the relevant clearing and settlement system. 8
GO UCITS ETF SOLUTIONS PLC NOTICE OF THE 2014 ANNUAL GENERAL MEETING THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor. NOTICE is hereby given that the 2014 Annual General Meeting of GO UCITS ETF Solutions plc (the Company ) will be held at the registered office of the Company located 33 Sir John Rogerson s Quay, Dublin 2, Ireland on Monday, 22 December 2014 at 10.00 a.m. for the purposes of transacting the following business: Ordinary Business 1. To receive and consider the accounts and the balance sheet and the reports of the Directors and Auditors for the year ended 30 June 2014. 2. To approve the re-appointment of KPMG as Auditors of the Company. 3. To authorise the Directors to fix the remuneration of the Auditors. Special Business 4. To consider, and if thought fit, pass the following resolution as a special resolution of the Company: That the Memorandum of Association of the Company be amended in the manner set out in the Schedule to the Notice of Annual General Meeting. 5. To consider, and if thought fit, pass the following resolution as a special resolution of the Company: That the revised Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the meeting, in substitution for the existing Articles of Association. Notes: By order of the Board Vivienne Feaheny For Tudor Trust Limited Company Secretary Dated this day the 28 day of November, 2014 1. The required quorum at the meeting is two persons each being a Shareholder or a proxy for a Shareholder, or a duly authorised representative of a corporate Shareholder. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the next day at the same time and place, or to such other day and at such other time and place as the Directors may determine. If at such adjourned meeting such a quorum is not present within half an hour from the time appointed for holding the meeting, then the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, the Shareholders present shall be a quorum. 2. Shareholders are entitled to attend and vote at the Annual General Meeting of the Company (or any adjournment thereof). A Shareholder may appoint a proxy to attend, speak and vote on his/her behalf. A proxy need not be a Shareholder of the Company. 3. A Form of Proxy is enclosed for the use by Shareholders unable to attend the meeting (or any adjournment thereof). Proxy forms must be sent to the Company Secretary of the Company at 33 Sir John Rogerson s Quay, Dublin 2, Ireland. Shareholders may also send their signed proxies by fax to +353 1 667 0042 or e-mail to Aoife.NiRiain@dilloneustace.ie. To be valid, proxy forms and any powers of attorney under which they are signed must be received by the Company Secretary not less than 24 hours before the time appointed for the holding of the meeting or adjourned meeting. Any proxy form deposited less than 24 hours before the time of the meeting (or any adjournment thereof) may be treated as valid at the discretion of the Directors. Failure to return the Form of Proxy by the required time will (subject to the aforementioned discretion of the Directors) result in the Form of Proxy being void and your proxy will not be entitled to vote on your behalf as directed. 9
4. At the Annual General Meeting, the resolutions put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is duly demanded. Unless a poll is so demanded, a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the Chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. On a poll every member in person or by proxy shall have one vote for every share of which he is the holder. The completion and return of the proxy form will not preclude members from attending and voting at the Meeting should they decide to do so. 10
GO UCITS ETF SOLUTIONS PLC FORM OF PROXY *I/We... (Shareholder name) of...(shareholder address) being a Shareholder of the above named Company hereby appoint... or failing *him/her, the Chairman of the meeting or failing him/her any one director of the Company or failing one of them, Vivienne Feaheny, Aoife Ní Riain, Jane Higgins, George Moore or Rachel McKeever of Tudor Trust Limited, 33 Sir John Rogerson s Quay, Dublin 2, Ireland as *my/our proxy to vote for *me/us and on *my/our behalf at the Annual General Meeting of the Company to be held at the registered office of the Company located at 33 Sir John Rogerson s Quay, Dublin 2, Ireland on Monday, 22 December 2014 at 10.00 a.m. and at any adjournment thereof. Please indicate with an X in the space below how you wish your votes to be cast in respect of each Resolution. If no specific direction as to voting is given the proxy will vote or abstain from voting at his discretion. RESOLUTIONS FOR AGAINST Ordinary Resolution 1. To receive and consider the accounts and the balance sheet and the reports of the Directors and Auditors for the year ended 30 June 2014 2. To approve the re-appointment of KPMG as Auditors of the Company. 3. To authorise the Directors to fix the remuneration of the Auditors. Special Resolution 4. That the Memorandum of Association of the Company be amended in the manner set out in the Schedule to the Notice of Annual General Meeting. 5. That the revised Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the meeting, in substitution for the existing Articles of Association. Signature:... Date:... 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...... *Delete as appropriate # 11
Notes: 1. A Shareholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated. 2. If you desire to appoint a proxy other than the Chairman of the meeting, a director of the Company, Vivienne Feaheny, Aoife Ní Riain, Jane Higgins, George Moore or Rachel McKeever, (representatives of the Company Secretary), then please insert his/her name and address in the space provided. 3. The Form of Proxy must (i) in the case of an individual Shareholder be signed by the Shareholder or his attorney; and (ii) in the case of a corporate Shareholder be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate Shareholder. 4. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. 5. A corporation being a Shareholder may authorise such person as it thinks fit to act as representative at any meeting of Shareholders and the person so authorised shall be entitled to vote as if it were an individual Shareholder. 6. To be valid, proxy forms and any powers of attorney under which they are signed must be received by the Company Secretary not less than 24 hours before the time appointed for the holding of the meeting or adjourned meeting. Any proxy form deposited less than 24 hours before the time of the meeting (or any adjournment thereof) may be treated as valid at the discretion of the Directors. Failure to return the Form of Proxy by the required time will (subject to the aforementioned discretion of the Directors) result in the Form of Proxy being void and your proxy will not be entitled to vote on your behalf as directed. 12 sterling 164668