Paris, 25 April 2017 For the attention of unitholders resident in the United Kingdom of the French mutual fund "BNP PARIBAS EASY LOW CARBON 100 EUROPE UCITS ETF" Dear Sir/Madam, We would like to thank you for the trust you have placed in us by investing in the BNP PARIBAS EASY LOW CARBON 100 UCITS ETF mutual fund. As part of the process of improving the range of exchange-traded funds of BNP PARIBAS INVESTMENT PARTNERS, the management company and the board of directors of the SICAV BNP PARIBAS EASY have decided to merge BNP PARIBAS EASY LOW CARBON 100 UCITS ETF (the "Absorbed Fund") with the sub-fund BNP PARIBAS EASY LOW CARBON 100 Europe of the Luxembourg SICAV BNP PARIBAS EASY (the "Absorbing Sub-fund") by contributing all of the assets of the Absorbed Fund to the Absorbing Sub-fund. We draw your attention to the fact that the Absorbing Sub-fund is subject to the regulations of Luxembourg rather than France. By participating in the merger by absorption, you therefore agree to be subject to Luxembourg laws. As such, from 02/06/2017, if you would like to take part in the merger described below, any issues or disputes regarding your rights and obligations as a shareholder of the absorbing foreign SICAV shall be governed by the regulations and jurisdiction of the Luxembourg courts. Additionally, all of the assets and liabilities of the mutual fund BNP PARIBAS EASY LOW CARBON 100 EUROPE UCITS ETF will be contributed to the Absorbing Sub-fund which will be created by way of the merger. The "Classic" share class (EUR) of the Absorbed Fund will be absorbed by the "UCITS ETF" (EUR) share class of the Absorbing Sub-fund. The share class X FR0013064524 within the prospectus has not been subscribed and will therefore not be part of the merger transaction. Please see the table in appendix for further details. Accordingly, the unitholders of the Absorbed Fund will become shareholders of the sub-fund governed by Luxembourg law BNP PARIBAS EASY LOW CARBON 100 Europe. Please therefore find below an overview of the merger by acquisition of the mutual fund BNP PARIBAS EASY LOW CARBON 100 EUROPE UCITS ETF with the sub-fund BNP PARIBAS EASY LOW CARBON 100 EUROPE of the SICAV BNP PARIBAS EASY. 1. Merger operation and suspension of subscription and redemption orders
This merger by absorption (the "Merger") was approved by the Autorité des marchés financiers (French supervisory authority, hereafter the "AMF") on 11/04/2017 and has also been approved by the Commission de Surveillance du Secteur Financier (Luxembourg supervisory authority, hereafter the "CSSF"). It will come into force on 02 June 2017 (the "Effective Date") based on the net asset value as of 01 June 2017. On the Effective Date, the Absorbed Fund will be dissolved without liquidation. The Absorbed Fund s unitholders will receive shares of the corresponding share class in the Absorbing Sub-fund and will be bound by the terms and conditions applicable on the Effective Date to the shareholders of the Absorbing Sub-fund that hold shares in the Absorbing Sub-fund. No cash adjustment shall be payable on completion of the Merger. To ensure that the Merger runs smoothly, subscription and redemption orders for shares in the Absorbed Fund will be suspended from 29 May 2017 until the date of the Merger (inclusive). You will once again be able to place orders for subscriptions and redemptions in the Absorbing Sub-fund once the shares of the Absorbing Subfund have been listed, i.e. 02 June 2017 on Euronext Paris and 12 June 2017 on Deutsche Börse. Terms of the Merger on the primary market As unitholders of the Absorbed Fund, you will be able to request the redemption of your shares free of charge up to 26 May 2017 at 4:30 pm, Paris time. Terms of the Merger on the secondary market Please also note that as a result of this operation: - The listing of the units of the Absorbed Fund on Euronext Paris and Deutsche Börse will be suspended from 26 May 2017 at 2 pm, Paris time. For investors in the secondary market, no subscription/redemption fees will be charged by for unit transfers. However, such investors may be charged brokerage fees by market intermediaries. For clarification, stock exchange fees will still apply during this period. Your shares will be transferred under the customary terms and conditions for secondary market transactions. As holders of shares in the Absorbed Fund: - If you agree to this Merger, you need take no further action; - If you are not in agreement with this Merger you may redeem your shares at any time and at no cost (excluding stock market or intermediation costs that may be charged by financial intermediaries) up to 26 May 2017; We draw your attention to the potential tax implications of a redemption of shares in the Absorbed Fund, depending on your situation. - If you are not yet able to take a decision regarding this Merger and would like to receive further information, please contact your adviser.
2. Changes resulting from the Merger - Risk profile: Change to risk/return profile: None Increase in risk/return profile: None - Fee increase: None - Main developments arising from this Merger: Following the Merger, your investment will be in an Absorbing Sub-fund governed by Luxembourg law. Your investment universe will remain unchanged because the Absorbing Sub-fund's investment strategy is similar to that of the Absorbed Fund. Other than the applicable law and the parties involved, which will change, the characteristics of the Absorbed Fund and the Absorbing Sub-fund in terms of investment strategy are similar. The objective of the Absorbed Fund and Absorbing Subfund is to replicate the performance of the Low Carbon 100 Europe NR index, irrespective of its movements, and to maintain the tracking error in absolute value between changes in the respective net asset values of the Absorbed Fund and Absorbing Sub-fund and those of the index at a level of less than 1%. The Absorbed Fund and Absorbing Sub-fund are both eligible for the PEA (French Equity Savings Plan). Finally, although the estimated amount of ongoing charges for the Absorbing Sub-fund is equal to the amount of ongoing charges actually deducted from the Absorbed Fund, the cost structure of the Absorbing Sub-fund is different from that of the Absorbed Fund. Details can be found in the comparison table in Appendix 1 hereto. Please find enclosed with this letter a comparison table and additional information describing the main differences between the Absorbed Fund and the Absorbing Sub-fund. 3. Key investor information The planned Merger is a cross-border merger between a French FCP and a sub-fund of a SICAV governed by Luxembourg law. The costs associated with this Merger shall be borne entirely by the management company of the Absorbing Sub-fund. The reports on the Merger issued by the Absorbed Fund s statutory auditors will be sent to unitholders, the AMF and the CSSF and will be available on written request from: TSA 47000, 75318 PARIS Cedex 09. The prospectus and the key investor information document for the Absorbing Sub-fund are available on written request from: TSA 47000, 75 318 PARIS Cedex 09; or from:.sales.support@bnpparibas.com; or via the website: www.bnpparibas-ip.com. We draw your attention to the requirement and importance of reading these documents.
We invite you to contact your usual agent to ensure that the Absorbing Sub-fund, in which you will now be a shareholder, is still appropriate for your objectives and situation. Please do not hesitate to contact your adviser should you require any further information. Yours faithfully,
APPENDIX 1 1. Example of exchange parity calculation For example, the net asset value of the "Classic" EUR share (FR0010276949) of the Absorbed Fund as of 28 December 2016 was 141.6510 and the net asset value of the "UCITS ETF" EUR share (LU1481202775) of the Absorbing Fund was 141.651. If the Merger of the Absorbed Fund had taken place on 29 December 2016 (based on the net asset value of 28 December 2016), the exchange parity of the "Classic" EUR shares of the Absorbed Fund against the "UCITS ETF " (capitalisation) shares of the Absorbing Sub-fund would have been 1. A unitholder with 10 "Classic" shares of the Absorbed Fund would therefore have received 10 "UCITS ETF" (capitalisation) units of the Absorbing Sub-fund. 2. Table comparing the Absorbed Fund and the Absorbing Sub-fund ISIN code BNP PARIBAS EASY LOW CARBON 100 EUROPE Classic EUR Shares (capitalisation): FR0010655597 1 UCITS ETF Shares (capitalisation): LU1377382368 1 The share class X FR0013064524 within the prospectus has not been subscribed and will therefore not be part of the Merger transaction.
Legal form BNP PARIBAS EASY LOW CARBON 100 EUROPE French FCP (Fonds Commun de Placement) Sub-fund of the Luxembourg SICAV, BNP PARIBAS EASY Directory Management company: Depositary and custodian: BNP Paribas Securities Services Statutory auditors: DELOITTE & ASSOCIES 185, avenue Charles de Gaulle Management company: BNP Paribas Investment Partners Luxembourg Depositary and custodian: BNP Paribas Securities Services, Luxembourg branch Statutory auditors: PricewaterhouseCoopers, a cooperative society Investment objective 92 200 Neuilly-sur-Seine The objective of the Absorbed Fund is to replicate the performance of the Low Carbon 100 Europe NR index, irrespective of its movements. As the Absorbed Fund is an exchange-traded fund, its objective is to maintain the absolute tracking error between movements the net asset value of the Absorbed Fund and that of the index at a level of less than 1%. Should this tracking error exceed Replicate the performance of the Low Carbon 100 Europe * NTR index (Bloomberg: LC1NR), including its fluctuations, and maintain a tracking error between the Absorbing Sub-fund and the index of less than 1%.
BNP PARIBAS EASY LOW CARBON 100 EUROPE 1%, in no circumstances may it exceed 5% of the volatility of the index. Benchmark index Investment strategy The benchmark index is the Low Carbon 100 Europe NR, published in EUR by Euronext and calculated by an independent experts' committee. In order to replicate the Low Carbon 100 Europe NR index, the Absorbed Fund uses either a so-called synthetic replication methodology or a direct replication methodology. To achieve its objective of offering investors exposure to the Low Carbon 100 Europe index, the Absorbed Fund invests primarily in stocks that make up the aforementioned benchmark index, complying with its portfolio distribution. Should the composition change, the Absorbed Fund will replicate the new distribution tracked by the benchmark index. The benchmark index is the Low Carbon 100 Europe NTR, published in EUR by Euronext. The composition of the index is reviewed annually. The index is calculated daily. The Absorbing Sub-fund may use either of the index replication methods set out below in order to optimise the management of the Absorbing Subfund. At any time, the Absorbing Sub-fund shall invest at least 75% of its assets in equities issued by companies whose registered office is located in a member state of the European Economic Area, excluding countries that do not cooperate in the fight against tax fraud and tax evasion. However, the investment manager may use techniques and negotiable financial instruments that he or she deems to be economically suitable for optimum management of the portfolio (purchase/sale of regulated or OTC financial The Absorbing Sub-fund shall not invest more than 10% of its net assets in shares or units issued by UCITS or other mutual funds. Physical replication
BNP PARIBAS EASY LOW CARBON 100 EUROPE instruments, subscriptions/redemptions of units or shares in French or coordinated European UCITS, use of derivative financial instruments). Accordingly, the risk characteristics of the portfolio are similar to those of the benchmark index. The Absorbed Fund is eligible for the PEA (French Equity Savings Plan) and therefore maintains within its assets at least 75% of securities eligible for the PEA. For the purposes of cash management and/or in the light of market conditions, the Absorbed Fund may invest in money market instruments (French treasury bills, certificates of deposit) or in negotiable debt securities. The Absorbed Fund may also invest up to 10% of its net assets in shares or units in UCITS, AIFs or investment funds. The Absorbed Fund may also use instruments traded on a regulated French and/or foreign derivatives markets in accordance with regulations, such as futures and options, and conclude over-the-counter financial contracts (swaps). The Absorbing Sub-fund shall gain exposure to European equities selected in accordance with ESG criteria within the context of a best-in-class approach by investing at least 90% of its assets in: - Equities issued by companies forming part of the benchmark index; and/or - Equity-equivalent securities, the underlying assets of which are issued by companies forming part of the index. The remainder of the assets may be invested in equities and equity-equivalent securities other than those covered by the main policy, in money market instruments, liquid assets, debt securities and futures and forward contracts. Synthetic replication The Absorbing Sub-fund shall gain exposure to European equities selected in accordance with ESG criteria within the context of a best-in-class approach in two ways: - The Absorbing Sub-fund shall invest in a
BNP PARIBAS EASY LOW CARBON 100 EUROPE It may make deposits of a maximum term of 12 months with one or more credit institutions during the course of its normal operations and at up to 100% of the net asset value; at a maximum of level of 10% of its net assets, the Absorbed Fund may occasionally find itself in debit and make use of cash borrowings. Finally, the Absorbed Fund may make use of temporary purchase and sale of securities transactions up to a maximum level of 100% of the assets of the Absorbed Fund. basket of securities composed of equities, debt securities, liquid assets and/or short-term deposits. In order to gain exposure to the index, the Absorbing Sub-fund shall enter into a swap enabling it to convert the exposure of its basket of securities into exposure to the index. Furthermore, the Absorbing Sub-fund may invest in options and futures and forward contracts linked to the index on a regulated market or over the counter. - The Absorbing Sub-fund may invest in securities linked to the index, such as certificates and/or futures, liquid assets and money market instruments. The Absorbing Sub-fund aims to replicate as closely as possible the yield of its index. However, a certain tracking error may be noted due to replication costs. The tracking error corresponds to the standard deviation between the weekly yields of the subfund and the benchmark reference* over one year.
BNP PARIBAS EASY LOW CARBON 100 EUROPE Within a context of total replication, the tracking error is mainly a function of transaction fees, differences in income reinvestment policies, tax treatment and the impact of liquid assets. In synthetic replication, the tracking error is mainly due to the cost of the swap and the impact of liquidities. Within a context of perfect replication, the subfund pursues the same rebalancing policy as the index. Modifications applied to the index are reflected in the composition of the sub-fund on the same day in order to avoid any performance variance. Portfolio rebalancing costs are a function of the rotation of the index and costs associated with transactions on underlying securities. Such costs will have a negative impact on the performance of the sub-fund. Synthetic replication may increase the sub-fund's counterparty risk. The Absorbing Sub-fund may conclude securities
BNP PARIBAS EASY LOW CARBON 100 EUROPE purchase and loan agreements where they meet applicable conditions. Calculation of the net asset value Daily. The net asset value is calculated every business day of the Paris Stock Exchange provided that orders placed on primary or secondary markets can be covered, except (i) on days when the index is not published, (ii) on days when one or more of the markets of the index components whose weighting represents a significant proportion of the index (over 10%) is/are closed or close early. Notwithstanding the foregoing, net asset value is systematically calculated on December 31 of each year, if it is a business day. Each day of the week which is a bank business day in Luxembourg (hereafter the "Valuation Day") generates a net asset value dated as of the said Valuation Day. The net asset value per share is established on every Trading day, with the exception of (i) days on which the Benchmark Index is not published, and (ii) days on which the market(s) for the components of the Benchmark Index whose weighting accounts for a significant proportion of the index (over 10%) is/are closed or subject to early closing, with the exception of 31 December each year, unless stipulated otherwise by the board of directors. It is available from the company's registered office, from local agents, in newspapers designated by the board of directors and on the website www.bnpparibas-ip.com.
Original net asset value on the primary market/original net asset value Maximum subscription fees Maximum redemption fee BNP PARIBAS EASY LOW CARBON 100 EUROPE The LOW CARBON 100 EUROPE NR index on the date of creation of the Absorbed Fund Classic EUR share (capitalisation): Retained by the Absorbed Fund: None Not retained by the Absorbed Fund: Primary market: 7% for cash subscriptions and 10,000 euros for subscriptions by way of contribution of financial instruments Secondary market: None Retained by the Absorbed Fund: None Not retained by the Absorbed Fund: Primary market: 7% for cash redemptions and 10,000 euros maximum for "UCITS ETF" (capitalisation) share: Equal to the net asset value as of 30/05/2017 of the "Classic" share of the Absorbed Fund. "UCITS ETF" share class Anti-dilution fee: 0.25% Subscription fee: 3% "UCITS ETF" share class Anti-dilution fee: 0.06% Redemption fee: 3%
BNP PARIBAS EASY LOW CARBON 100 EUROPE redemptions in financial instruments Secondary market: None Conversion fees N/A N/A Maximum management and operating fees Ongoing charges 0.60% Maximum management fees: 0.48% Other fees (maximum): 0.12% 0.60%* 0.60% (estimate) Transaction fee None None * The estimate of ongoing charges of the Absorbed Fund is based on ongoing charges for the previous financial year ended in March 2016.
3. Additional information We would like to draw your attention, in particular, to the fact that your investor status will be amended as a result of this operation. Unlike for unitholders of an FCP, shareholders of a SICAV are entitled to voting rights attached to ownership of shares. Shareholders are therefore able to participate in general meetings of the SICAV (for example, as is the case for any company, SICAVs hold ordinary general meetings in order to approve the accounts of the financial year or extraordinary general meetings in order to vote on significant events in the life of the company). The costs associated with this Merger shall be borne entirely by the management company of the Absorbing Sub-fund. The reports on the Merger issued by the Absorbed Fund s statutory auditors (DELOITTE &ASSOCIES) are available on written request from: TSA 47000, 75318 PARIS Cedex 09. Finally, in accordance with applicable tax regulations in the United Kingdom, the proposed Merger may be considered to be a taxable event for unitholders residing in the United Kingdom. The level of taxation may vary in accordance with each unitholder's tax profile. We invite you to contact your broker or your tax advisor to verify the tax regime that applies to you based on your personal situation.