THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of this document, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your Shares in Findlay Park Funds p.l.c., you should at once hand this document to the buyer or to the bank, stockbroker or other agent through which the sale was effected for transmission to the buyer. FINDLAY PARK FUNDS PUBLIC LIMITED COMPANY (an investment company with variable capital incorporated in Ireland with registered number 276115) (the Company ) Circular to Shareholders containing notice of an extraordinary general meeting ( EGM ) to be held on 7 November 2013 and relating to proposals to amend the Company s Prospectus The Directors, whose names appear on page 2 hereof, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document has not been reviewed by the Central Bank of Ireland. Unless otherwise defined, all capitalised words shall have the meaning given to them in the Company s prospectus dated 31 May 2012 together with the supplements thereto (collectively, the Prospectus ). 11 October 2013 CONTENTS Letter from the Directors...2 Proposed amendments to the Prospectus...3 Resolutions...4 Enquiries...4 Recommendation...4 APPENDIX 1...5 APPENDIX 2...6 APPENDIX 3...8 1
LETTER FROM THE DIRECTORS FINDLAY PARK FUNDS PUBLIC LIMITED COMPANY Directors: Registered offices: Robert Alexander Hammond-Chambers (Chairman) Styne House Richard Hayes Upper Hatch Street Dermot Butler Dublin 2 Robert Burke Ireland James Findlay Company Secretary: Robert Burke 11 October 2013 To the Shareholders of Findlay Park Funds Public Limited Company Dear Shareholder Re: Circular to Shareholders containing notice of the EGM to be held on 7 November 2013 and relating to proposals to amend the Company s Prospectus Introduction We enclose at Appendix 1 a notice of an Extraordinary General Meeting (EGM) of the Company to be held at Styne House, Upper Hatch Street, Dublin 2, Ireland on 7 November 2013 at 1.45 p.m. If you do not propose attending the meeting, please complete the relevant Form of Proxy contained at Appendix 2 or Appendix 3, as appropriate. PROXY FORMS - PLEASE NOTE THAT: 1. SHAREHOLDERS IN THE FINDLAY PARK AMERICAN FUND SHOULD COMPLETE THE PROXY FORM CONTAINED AT APPENDIX 2. 2. SHAREHOLDERS IN THE FINDLAY PARK LATIN AMERICAN FUND SHOULD COMPLETE THE PROXY FORM CONTAINED AT APPENDIX 3. 3. SHAREHOLDERS IN BOTH THE FINDLAY PARK AMERICAN FUND AND THE FINDLAY PARK LATIN AMERICAN FUND SHOULD ONLY COMPLETE THE PROXY FORM CONTAINED AT APPENDIX 2. 2
The Directors are seeking your approval to amend the Company s Prospectus, as described below. As you will see, certain proposed amendments are only relevant to the Findlay Park American Fund, while others are also relevant to the Findlay Park Latin American Fund. Background to the Resolutions Resolutions relevant to the Findlay Park American Fund (the American Fund ) Shareholders will know from the numerous newsletters in recent years that the portfolio of the American Fund has gradually evolved to one mainly invested in companies with a middle-sized market capitalisation ( mid-cap ) but including some smaller and larger capitalised companies that also meet the Investment Manager s stock selection criteria. This evolution has caused the Directors to rethink the appropriateness of the current benchmark index. Whilst no benchmark index would be a perfect match to the underlying portfolio of the American Fund, due to its wider investments in Canadian and Latin American securities, the average mid-cap US company generally falls between the Russell 2000 and S&P 500 indices which together make up the current blended benchmark. In consideration of these points, the Directors and the Investment Manager believe that firstly it would be appropriate to remove references to investment in smaller and mid-cap companies from the investment objective and policy of the American Fund as set out in the relevant Supplement to the Prospectus and secondly to change the benchmark index to the Russell 1000 Net 30% Total Return Index. This index better reflects the underlying portfolio because it represents approximately 92% of the value of the US stock markets and includes many of the mid-cap companies missed by the two indices we currently use (data source: Russell Indexes 31/08/2013). Furthermore, referring to a Total Return index that accounts for the dividend income generated by the underlying companies (less 30% for withholding tax) is more appropriate for shareholders at a time when rising dividend payments are being focused upon by investors rather than referring to a 1.5% hurdle over a capital based benchmark index in lieu of dividend payments - as is the current practice. However, a hurdle above the performance of the new benchmark index will be maintained but at a rate of 0.5%, which, when combined with the total return based benchmark index, will present the Investment Manager with a more difficult target to surpass in order to earn a performance fee. In addition to the proposed amendments regarding the criteria to be satisfied before payment of the Performance Fee and acting upon the suggestion of the Investment Manager, the Directors propose to reduce the amount of the Performance Fee from 15% to 10% of the calculated out-performance in respect of the American Fund. Findlay Park Latin American Fund (the Latin American Fund ) It is also proposed to reduce the Performance Fee from 15% to 10% of the calculated out-performance in respect of the Latin American Fund. Resolutions relevant to both the American Fund and the Latin American Fund The Directors also respectfully request shareholders approval to increase the annual aggregate limit on the Directors remuneration. This limit has not been reviewed since July 2007 during which time the assets under management have increased significantly, as has the time spent discharging the greater level of regulatory compliance and responsibility, particularly post UCITS IV. Proposed amendments to the Prospectus It is proposed that the Investment Objective and Policy of the American Fund will be updated by removing the market capitalisation restriction and changing the benchmark index to the performance of the Russell 1000 Net 30% Total Return index, allowing the Investment Manager to continue investing in the high quality stocks that adhere to the Findlay Park investment criteria. Charges and Expenses. With regard to the American Fund s Performance Fee, it is proposed to amend the Target Performance in respect of a performance period to be that of the benchmark index performance plus a hurdle of 0.5%. The percentage of the out-performance payable as a performance fee, in respect of both the American Fund and the Latin American Fund, is to be reduced from 15% to 10%. The Transaction Charges section of the American Fund Supplement is to be updated to reflect a reduction of the subscription charge and redemption charge from 0.5% to 0.3%. The Definitions and Key Points section will be updated in line with the above proposed changes and definitions of the current benchmark indices will be replaced with a definition of the Russell 1000 Net 30% Total Return Index. 3
It is proposed that the Director s Remuneration section will be amended to state that the aggregated emoluments of all Directors will not exceed US$300,000 plus expenses in any twelve month period. If shareholders support these proposed amendments, the Prospectus will be updated to reflect the required changes with effect from 1 January 2014. Certain other general amendments such as regulatory updates will also be made to the Prospectus as part of this process. Resolutions Certain changes to the Prospectus described above may not be made without the resolution of the Shareholders of the Company (the Resolutions ). Under Irish company law, a resolution must be approved by a majority of the votes cast at a general meeting. The Notice of EGM at Appendix 1 contains the text of the Resolutions. You may vote on the Resolutions contained in the Notice of EGM either by attending the meeting in person or by appointing a proxy. If you do not propose attending the meeting, please complete the appropriate Form of Proxy contained at either Appendix 2 (in respect of shareholders in the American Fund or in both the American Fund and the Latin American Fund) or Appendix 3 (in respect of shareholders in the Latin American Fund only) in accordance with the instructions contained therein and return it in original form to the Company Secretary, Findlay Park Funds plc, c/o McCann FitzGerald, Riverside One, Sir John Rogerson s Quay, Dublin 2, Ireland for the attention of Aisling Smyth, by 1.45 p.m. (Irish time) on 5 November 2013 at the latest. Completing a Form of Proxy will not preclude you from attending the EGM and voting in person if you wish to do so. Enquiries Copies of the Prospectus are available for inspection during normal business hours from the date of this Circular up to 1.45 p.m. on 5 November 2013 at the registered offices of the Company at Styne House, Upper Hatch Street, Dublin 2, Ireland or on request at info@findlaypark.com. Recommendation The Directors of the Company are of the opinion that the Resolutions are in the best interests of the Shareholders and accordingly recommend that you approve them. We would be grateful for your support for the Resolutions and request that you execute the enclosed proxy form and return it to us by 1.45 p.m. (Irish time) on 5 November 2013. If you have any queries or if any of the above is not clear please write to us at the above address. We thank you for your continuing support of the Company. Yours faithfully Robert Alexander Hammond-Chambers Chairman On behalf of the Board of Directors of Findlay Park Funds Public Limited Company 4
Appendix 1 FINDLAY PARK FUNDS p.l.c. (the COMPANY ) NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY 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, solicitor, accountant or other professional advisor. NOTICE is hereby given that an Extraordinary General Meeting of the Company is to be held at Styne House, Upper Hatch Street, Dublin 2, Ireland on 7 November 2013 at 1.45 p.m. for the transaction of the following business: FINDLAY PARK AMERICAN FUND (THE AMERICAN FUND ) - RESOLUTIONS 1. To approve an amendment to the Investment Objective and Investment Policy of the American Fund to remove the market capitalisation restriction (i.e. the references to investment in smaller and mid-cap companies ). 2. To approve an amendment to the Investment Objective and Performance fee of the American Fund by replacing the existing combined benchmark index with the Russell 1000 Net 30% Total Return Index. 3. To approve an amendment to the American Fund s Performance Fee to provide that the Target Performance in respect of a performance period is to be that of the Benchmark Performance plus a hurdle of 0.5%. 4. To approve an amendment to the Directors remuneration to provide that the aggregated emoluments of all Directors will not exceed US$300,000 plus expenses in any twelve month period. FINDLAY PARK LATIN AMERICAN FUND (THE LATIN AMERICAN FUND ) - RESOLUTION 1. To approve an amendment to the Directors remuneration to provide that the aggregated emoluments of all Directors will not exceed US$300,000 plus expenses in any twelve month period. For and on behalf of The Board Registered Office Styne House Upper Hatch Street Dublin 2 Robert Burke Ireland Secretary Registered in Dublin, Ireland - No. 276115 11 October 2013 Notes: 1. Shareholders are entitled to attend and vote at the Extraordinary General Meeting of the Company. In particular, Shareholders in the American Fund are entitled to vote on the resolutions that concern the American Fund or the Company as a whole, while Shareholders in the Latin American Fund are entitled to vote on the resolutions that concern the Company as a whole. A Shareholder may appoint a proxy or proxies to attend, speak and vote instead of the Shareholder. A proxy need not be a Shareholder of the Company. 2. A form of proxy is enclosed for the use of Shareholders unable to attend the meeting. If you do not propose attending the meeting, please complete the Form of Proxy contained at Appendix 2 (in respect of shareholders in the American Fund or in both the American Fund and the Latin American Fund) or Appendix 3 (in respect of shareholders in the Latin American Fund only) in accordance with the instructions contained therein. Original proxies must be sent to the Company Secretary, Findlay Park Funds plc, c/o McCann FitzGerald, Riverside One, Sir John Rogerson s Quay, Dublin 2, Ireland. To be valid, original proxies and any powers of attorney under which they are signed must be received by the Secretary not less than two business days before the time appointed for the holding of the meeting (the Proxy Filing Deadline ). For the avoidance of doubt, each Shareholder s voting entitlements will be determined at the Proxy Filing Deadline. 5
Appendix 2 FINDLAY PARK FUNDS p.l.c. (the COMPANY ) PROXY FORM FINDLAY PARK AMERICAN FUND (the AMERICAN FUND DOLLAR SHARE CLASS ISIN: IE0002458671 STERLING SHARE CLASS ISIN: IE00B00J0F11) PLEASE NOTE THAT THIS PROXY FORM SHOULD ONLY BE COMPLETED BY SHAREHOLDERS IN THE AMERICAN FUND OR SHAREHOLDERS IN BOTH THE AMERICAN FUND AND FINDLAY PARK LATIN AMERICAN FUND I/We... (Block letters) of...... being (a) shareholder(s) of the American Fund, with account number...... appoint the Chairperson of the meeting or failing him/her appoint...... (Block letters) of... as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Styne House, Upper Hatch Street, Dublin 2, Ireland on 7 November 2013 at 1.45 p.m. and at any adjournment thereof. Please indicate with a tick ( ) in the spaces provided how you wish your votes to be cast, otherwise your proxy will vote as he/she thinks fit. Resolution For Against 1. To approve an amendment to the Investment Objective and Investment Policy of the American Fund to remove the market capitalisation restriction (i.e. the references to investment in smaller and mid-cap companies ). 2. To approve an amendment to the Investment Objective and Performance fee of the American Fund by replacing the existing combined benchmark index with the Russell 1000 Net 30% Total Return Index. 3. To approve an amendment to the American Fund s Performance Fee to provide that the Target Performance in respect of a performance period is to be that of the Benchmark Performance plus a hurdle of 0.5%. 4. To approve an amendment to the Directors remuneration to provide that the aggregated emoluments of all Directors will not exceed US$300,000 plus expenses in any twelve month period Dated:......... Name and Address of Shareholder Signature of Shareholder...... Name and Address of Shareholder Signature of Shareholder Notes: (a) A Shareholder must insert their full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated. (b) If it is desired to appoint some other person as proxy, the name of the proxy must be inserted in the space provided instead of the option provided which should be deleted. (c) The proxy form 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. (d) 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. (e) To be effective the Form of Proxy duly signed, together with the power of attorney (if any) under which it is signed, must be deposited with the Secretary of the Company not later than two business days before the time fixed for the meeting or any adjournment thereof, at which the person named in the Form is to vote. Please send completed proxy forms for the attention of: Company Secretary, Findlay Park Funds p.l.c., c/o McCann FitzGerald, Riverside One, Sir John Rogerson s Quay, Dublin 2, Ireland. (f) A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you. 6
Third fold and tuck here AFFIX STAMP HERE Company Secretary, Findlay Park Funds p.l.c., c/o McCann FitzGerald, Riverside One, Sir John Rogerson s Quay, Dublin 2 Ireland. First fold Second fold Deane Wakefield Limited (9002) 8
Appendix 3 FINDLAY PARK FUNDS p.l.c. (the COMPANY ) PROXY FORM FINDLAY PARK LATIN AMERICAN FUND (the LATIN AMERICAN FUND ISIN IE00B18TKN80) PLEASE NOTE THAT THIS PROXY FORM SHOULD BE COMPLETED BY SHAREHOLDERS WHO ONLY HOLD SHARES IN THE LATIN AMERICAN FUND I/We... (Block letters) of...... being (a) shareholder(s) of the Latin American Fund, with account number...... appoint the Chairperson of the meeting or failing him/her appoint...... (Block letters) of... as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Styne House, Upper Hatch Street, Dublin 2, Ireland on 7 November 2013 at 1.45 p.m. and at any adjournment thereof. Please indicate with a tick ( ) in the spaces provided how you wish your votes to be cast, otherwise your proxy will vote as he/she thinks fit. Resolution For Against 1. To approve an amendment to the Directors remuneration to provide that the aggregated emoluments of all Directors will not exceed US$300,000 plus expenses in any twelve month period. Dated:......... Name and Address of Shareholder Signature of Shareholder...... Name and Address of Shareholder Signature of Shareholder Notes: (a) A Shareholder must insert their full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated. (b) If it is desired to appoint some other person as proxy, the name of the proxy must be inserted in the space provided instead of the option provided which should be deleted. (c) The proxy form 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. (d) 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. (e) To be effective the Form of Proxy duly signed, together with the power of attorney (if any) under which it is signed, must be deposited with the Secretary of the Company not later than two business days before the time fixed for the meeting or any adjournment thereof, at which the person named in the Form is to vote. Please send completed proxy forms for the attention of: Company Secretary, Findlay Park Funds p.l.c., c/o McCann FitzGerald, Riverside One, Sir John Rogerson s Quay, Dublin 2, Ireland. (f) A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you. 8
Third fold and tuck here AFFIX STAMP HERE Company Secretary, Findlay Park Funds p.l.c., c/o McCann FitzGerald, Riverside One, Sir John Rogerson s Quay, Dublin 2 Ireland. First fold Second fold Deane Wakefield Limited (9002) 8
Deane Wakefield Limited (9534)