Xtrackers II UK Regulatory Announcement: Important Notice (CONVENING THE ANNUAL GENERAL MEETING) to shareholder for Xtrackers II
LONDON–(BUSINESS WIRE)–
Xtrackers II
Investment Company with Variable Capital
(société d’investissement à capital variable)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg B-124.284
(the “Company”)
IMPORTANT NOTICE CONVENING THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY
Capitalised terms used in this notice shall have the same meaning ascribed to them in the latest version of the prospectus of the Company (the “Prospectus“) unless the context otherwise requires.
Shareholders of the Company (the “Shareholders”) are hereby invited to the
Annual General Meeting of Shareholders
which will be held on Friday, 23 April 2021 at 11:00 a.m. (Luxembourg time) (the “AGM”) with the following agenda:
AGENDA
- Report by the Board of Directors and the report of the approved statutory auditor (réviseur d’entreprises agréé) for the financial year ending 31 December 2020.
- Approval of the audited financial statements of the Company for the financial year ending 31 December 2020.
- Allocation of the results for the financial year ending 31 December 2020. A proposed dividend per share (if any) of each relevant sub-fund and share class shall be published on www.Xtrackers.com on or around 12 April 2021.
- Election of KPMG Luxembourg Société Coopérative as approved statutory auditor (réviseur d’entreprises agréé) of the Company until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021. KPMG Luxembourg Société Coopérative is proposed for election in order to align statutory auditors across most of the funds managed by the Management Company.
- Discharge of the Board of Directors for the performance of their duties during the financial year ending 31 December 2020.
- Re-election of Philippe Ah-Sun as Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
- Re-election of Freddy Brausch as independent Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
- Re-election of Alex McKenna as Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
- Re-election of Thilo Wendenburg as independent Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
- Election of Julien Boulliat as Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021. A bio for Julien Boulliat is set out below.
- Approval of remuneration for Freddy Brausch and Thilo Wendenburg as independent Directors, which will be paid pro rata for the performance of their duties for the relevant period ending on the date of the AGM. The proposed amount for each Director is set out in the Subsequent Events section of the Annual Report, which will be available to shareholders on or around 13 April 2021 and at least eight days before the date of the AGM. For the avoidance of doubt the non-independent Directors do not receive remuneration from the Company.
Bios for each of the persons mentioned in resolutions 6.- 9. can be found in the Prospectus, which is available on the Company’s website www.Xtrackers.com.
Voting Arrangements for the AGM
Due to exceptional circumstances in the context of the COVID-19 pandemic and in accordance with Luxembourg law, the Board of Directors has decided to hold the AGM without physical meeting. All Shareholders shall exercise their voting rights at the AGM by proxy.
A proxy form may be obtained from the Company’s website www.Xtrackers.com and is attached below.
The signed proxy has to be returned before 6:00 p.m. (Luxembourg time) on 21 April 2021 by courier to State Street Bank International GmbH, Luxembourg Branch to the attention of the Domiciliary Department, 49, avenue J.F. Kennedy, L-1855 Luxembourg, or by fax at the number: + 352 46 40 10 413, or by e-mail to: [email protected].
For the Shareholders who are holding shares in the Company through a financial intermediary or clearing agent, it should be noted that:
- the proxy form must be returned to the financial intermediary or clearing agent in good time for onward transmission to the Company by 12:00 p.m. (Luxembourg time) on 20 April 2021;
- if the financial intermediary or clearing agent holds the shares in the Company in its own name and on the Shareholders behalf, it may not be possible for these Shareholders to exercise certain rights directly in relation to the Company.
Voting at the AGM
The presence or representation of a minimum number of Shareholders is not required (i.e. no quorum is required). The resolutions will be passed by simple majority of the Shareholders present or represented at the AGM. Each Share is entitled to one vote.
Audited Annual Report
The reports of the Board of Directors and the approved statutory auditor, as well as the English version of the audited financial statements of the Company (the “Audited Annual Report”) for the financial year ending 31 December 2020 will be available to shareholders at the registered office and on the website of the Company, https://etf.dws.com/en-gb/information/downloads/reports-and-accounts/, on or around 13 April 2021 and at least eight days before the date of the AGM.
The Shareholders may also request that a copy of the Audited Annual Report be sent to their attention, free of charge, by sending an e-mail to: [email protected].
Bio
Julien Boulliat
Julien Boulliat is Head of Portfolio Engineering Systematic Investment Solutions. Julien Boulliat joined Deutsche Bank in 2012 with ten years of industry experience. Prior to joining Deutsche Bank, Julien Boulliat served as Head of ETF Portfolio Management at HSBC Asset Management, Financial Engineer at Sinopia Financial Services, and Deputy Head of Trading at Sinopia Asset Management. Julien Boulliat has a Master’s Degree in Economics and Finance from Lumiere University Lyon 2 and a Postgraduate Degree in Portfolio Management and Financial Analysis from University Lille 2.
Neither the contents of the Company’s website nor the contents of any other website accessible from hyperlinks on the Company’s website is incorporated into, or forms part of, this announcement.
Luxembourg, 26 March 2021
The Board of Directors
Xtrackers II
Investment Company with Variable Capital
(société d’investissement à capital variable)
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg B-124.284
(the “Company”)
Form of Proxy
I/we the undersigned, herewith give irrevocable proxy for all my/our shares of
Xtrackers II
to the Chairman of the annual general meeting of Shareholders (the “AGM”) with full power of substitution, to represent me/us at the AGM to be held in Luxembourg on Friday, 23 April 2021 at 11:00 a.m. (Luxembourg time) and at any meeting to be held thereafter for the same purpose, with the same agenda and to act and vote in my/our name and on my/our behalf on the matters set out in the following agenda:
1. Report of the Board of Directors and the approved statutory auditor (réviseur d’entreprises agréé) for the financial year ending 31 December 2020.
FOR AGAINST ABSTENTION
2. Approval of the audited financial statements of the Company for the financial year ending 31 December 2020.
FOR AGAINST ABSTENTION
3. Allocation of the results for the financial year ending 31 December 2020. A proposed dividend per share (if any) in respect of each relevant sub-fund and share class shall be published on www.Xtrackers.com on or around 12 April 2021.
FOR AGAINST ABSTENTION
4. Election of KPMG Luxembourg Société Coopérative as approved statutory auditor (réviseur d’entreprises agréé) of the Company until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021. KPMG Luxembourg Société Coopérative is proposed for election in order to align statutory auditors across most of the funds managed by the Management Company.
FOR AGAINST ABSTENTION
5. Discharge of the Board of Directors for the performance of their duties during the financial year ending 31 December 2020.
FOR AGAINST ABSTENTION
6. Re-election of Philippe Ah-Sun as Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
FOR AGAINST ABSTENTION
7. Re-election of Freddy Brausch as independent Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
FOR AGAINST ABSTENTION
8. Re-election of Alex McKenna as Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
FOR AGAINST ABSTENTION
9. Re-election of Thilo Wendenburg as independent Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
FOR AGAINST ABSTENTION
10. Election of Julien Boulliat as Director until the next annual general meeting of Shareholders that will approve the annual accounts for the financial year ending 31 December 2021.
FOR AGAINST ABSTENTION
11. Approval of the remuneration for Freddy Brausch and Thilo Wendenburg as independent Directors, which will be paid pro rata for the performance of their duties for the relevant period ending on the date of the AGM. The proposed amount for each Director is set out in the Subsequent Events section of the Annual Report, which will be available to Shareholders on or around 13 April 2021 and at least eight days before the date of the AGM. For the avoidance of doubt the non-independent Directors do not receive remuneration from the Company.
FOR AGAINST ABSTENTION
Any blank vote on any of the matters set out in the agenda above will be counted as an abstention.
I/we hereby give and grant the said proxy holder full power and authorisation to do and perform all and everything necessary or incidental to the exercise of the powers herein specified and I/we hereby ratify and confirm all that the said proxy holder shall lawfully do or cause to be done by virtue hereof.
Name:
Account Number:
Signed:
Date: ______________________ 2021
For Shareholders who are holding shares in the Company through a financial intermediary or clearing agent, it should be noted that:
- the proxy form must be returned to the financial intermediary or clearing agent in good time for onward transmission to the Company by 12:00 p.m. (Luxembourg time) on 20 April 2021;
- if the financial intermediary or clearing agent holds the shares in the Company in its own name and on the Shareholders behalf, it may not be possible for these Shareholders to exercise certain rights directly in relation to the Company.
Please return this proxy form before 6:00 p.m. (Luxembourg time) on 21 April 2021 either by courier to State Street Bank Luxembourg S.C.A. to the attention of the Domiciliary Department, 49, avenue J.F. Kennedy, L-1855 Luxembourg, by fax at the number: + 352 46 40 10 413 or by e-mail to: [email protected].
Capitalised terms used herein shall have the same meaning ascribed to them in the latest version of the prospectus of the Company unless the context otherwise requires.
Contacts
Xtrackers II
