THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD
TAKE, YOU SHOULD SEEK ADVICE FROM YOUR INDEPENDENT LEGAL, TAX,
FINANCIAL OR PROFESSIONAL ADVISOR IMMEDIATELY.
VanEck Vectors™
Semiconductor UCITS ETF
(THE “FUND”)
A SUB-FUND OF
VanEck Vectors™
UCITS ETFs plc
(an umbrella fund
with segregated liability between sub-funds)
A company incorporated with
limited liability as an open-ended investment company with variable
capital under the laws of Ireland
with registered number 548554
NOTICE CONVENING AN EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS OF THE FUND AT 33 SIR JOHN
ROGERSON’S QUAY, DUBLIN 2,
IRELAND AT 10:30 A.M. (IRISH TIME) ON 2 MARCH 2022 AS
SET OUT IN APPENDIX 1.
If you have sold or transferred your Shares in the Fund, please
forward this document and the accompanying proxies to the
purchaser, transferee or other agent through whom the sale or
transfer was effected.
The Directors of the Company accept responsibility for the
accuracy of the contents of this document.
VanEck Vectors™ UCITS ETFs plc
(an umbrella fund
with segregated liability between sub-funds)
A company
incorporated with limited liability as an open-ended investment
company with variable capital under the laws of Ireland with registered number 548554
Registered Office: 33 Sir John
Rogerson’s Quay, Dublin 2,
Ireland
Date: 10
February 2022
Re: Extraordinary General
Meeting of the Fund
Dear Shareholder,
We are writing to you to notify you that the Directors of the
Company wish to convene an Extraordinary General Meeting of the
Fund at the Company’s registered office 33 Sir John Rogerson’s
Quay, Dublin 2, Ireland on 2
March 2022 at 10.30 a.m.
(Irish Time) (the “EGM” / “Meeting”), at
which shareholders will be asked to approve the proposed amendment
to the investment objective of the Fund (the “Proposed
Amendment”) and an ordinary resolution. The Fund will continue
to follow the same investment policy and strategy employed by the
Manager since the inception of the Fund. Furthermore, it is not
expected that this proposal changes the risk profile of the Fund or
that it will have an impact on the anticipated tracking error.
As the Fund uses the International Central Securities Depository
(“ICSD”) model of settlement and Citivic Nominees Limited is
the sole registered shareholder of Shares in the Fund under the
ICSD settlement model, physical attendance of investors who are not
registered shareholders does not take place at general meetings of
the Fund or of the Company, investors in the Fund should send
voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities
depository). If any investor has invested in the Fund through a
broker/dealer/other intermediary, the investor should contact this
entity or its relevant proxy voting agent to provide voting
instructions.
All capitalised terms used in this notice shall bear the same
meaning as the capitalised and defined terms used in the Prospectus
and Supplement.
1 PROPOSED
AMENDMENT REQUIRING SHAREHOLDER APPROVAL
Subject to Shareholder approval and the requirements of the
Central Bank, it is proposed to amend the investment objective of
the Fund as follows:
“The Fund’s investment objective is
to replicate, before fees and expenses, the MVIS US Listed
Semiconductor 10% Capped ESG Index (the Index). For a
further description of the Index see the section entitled
Information on the Index below”
A mark-up showing the Proposed Amendment which Shareholders are
being asked to approve and further information on the Re-Named
Index is set out in Appendix 3.
2 RATIONALE
FOR THE PROPOSED AMENDMENT
The Directors, following engagement with the Manager, are
proposing to change the investment objective of the Fund by
changing the relevant index which the Fund seeks to replicate,
before fees and expenses. It is proposed that the Fund will,
subject to the passing of necessary resolution, seek to replicate,
before fees and expenses, the price and yield of the MVIS US Listed
Semiconductor 10% Capped ESG Index (the “Re-Named
Index”).
The Proposed Amendment is being proposed as part of the
Company’s continuous review of its existing product range and due
to increased demand for ESG compliant investments. The Company
believes that the Re-Named Index, which consists of companies
that meet certain minimum Environmental, Social and Governance
(“ESG”) standards, will increase its sustainable
footprint by focusing its investment strategy on sustainable
investment strategies. The differences between the prior index and
the Re-Named Index (which are both calculated by the same issuer)
include, but are not limited to, the following:
(a) ESG
screening: The index selection process screens out:
- Companies with very severe social
norms violations according to ISS research
- Companies that have greater than
0% revenue exposure to controversial weapons, including, among
others: Anti-personnel Mines, Biological Weapons, Chemical Weapons,
Cluster Munitions, Depleted Uranium, Nuclear Weapons, Incendiary
Weapons and White Phosphorus
- Companies that exceed certain
thresholds of revenue exposure to various sectors including but not
limited to civilian firearms, tobacco, gambling, military equipment
and energy extractives (eg Thermal Coal, Fossil Fuels, Oil Sands
and Nuclear Power).
(b) Companies
that are not covered by ISS or for which relevant data fields are
not collected by ISS may be eligible for
inclusion.
The anticipated tracking error and the risk profile of the Fund
are expected to remain the same, following the transition to the
Re-Named Index. The Fund composition is expected to change
moderately to reflect the introduced ESG constraints and targets.
The Total Expense Ratio will not change as a result of the proposed
change to the Re-Named Index.
3 SHAREHOLDERS’
APPROVAL
For the sanctioning of the resolution to approve the Proposed
Amendment, the Shareholder of the Fund must pass the ordinary
resolution. The required quorum at the Meeting is one shareholder
present in person or by proxy.
If such approval is obtained, the changes will be effected on or
around 18 March 2022 (“Effective
Date”) subject to the requisite regulatory approvals being
obtained, with the exact date to be announced via the regulatory
news service of Euronext Dublin and to be published in an
appropriate manner in each of the other jurisdictions in which the
Fund’s shares are listed on a stock exchange.
The supplement for the Fund and the Key Investor Information
Document (KIID) will be updated at the Effective Date or as soon as
possible thereafter, subject to the approval by the Central Bank of
Ireland and subject to any changes
as may be required by the Central Bank of Ireland.
4 RECOMMENDATION
The Directors believe that the proposed resolution is in the
best interests of the shareholders of the Fund as a whole and,
accordingly, recommend that you vote in favour of the proposed
resolution.
5 PUBLICATION
OF RESULTS
The result of the EGM will be announced through the regulatory
news service on Euronext Dublin website and will be published in an
appropriate manner in each of the other jurisdictions in which the
Company is listed on a stock exchange.
Yours faithfully,
Director
VanEck Vectors UCITS ETFs plc
APPENDIX 1
NOTICE OF
EXTRAORDINARY GENERAL MEETING
OF VanEck Vectors
™ Semiconductor UCITS ETF (the “FUND”)
a sub-fund of
VANECK VECTORS
UCITS ETFs PLC (THE “COMPANY”)
NOTICE IS HEREBY GIVEN that the Extraordinary
General Meeting of the shareholders of the Fund will be held at 33
Sir John Rogerson’s Quay, Dublin
2, Ireland on 2 March 2022 at 10:30
a.m. (Irish Time) for the following purpose:
RESOLUTION
That the investment objective of the Fund, as detailed in
section 1 of the Circular dated 10 February
2022, be changed to reflect the change of the index of the
Fund, subject to any amendments required by the Central Bank of
Ireland.
By order of the Directors.
Dated this 10th day of February 2022
Tudor Trust Limited Registered in Dublin, Ireland – No: 192532.
Notes
Quorum
1 The
required quorum at the meeting is one shareholder present in person
or by proxy. If a quorum is not present within half an hour from
the appointed time for the meeting, or if during a meeting a quorum
ceases to be present, the meeting shall stand adjourned to the
following week (9 March 2022) at the
same time and place, or to such other day and at such other time
and place as the Directors may determine.
Entitlement to attend and vote
2 Only a
registered shareholder is entitled to attend, speak, ask questions
and vote at the meeting (or any adjournment thereof). As sub-funds
in the Company use the International Central Securities Depositary
(ICSD) model of settlement and Citivic Nominees Limited is the sole
registered shareholder of shares in the sub-funds under the ICSD
settlement model, investors in the sub-fund should submit their
voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities
depositary). If any investor has invested in the sub-fund through a
broker/dealer/other intermediary, the investor should contact this
entity or its relevant proxy voting agent to provide voting
instructions.
Appointment of proxies
3 A form of
proxy is enclosed with this Notice of the EGM for use by registered
shareholders. As mentioned above, investors in the sub-fund who are
not registered shareholders should submit their voting instructions
through the relevant ICSD or the relevant participant in an ICSD
(such as a local central securities depositary, broker or nominee),
instead of using the form of proxy. To be effective, the form of
proxy duly completed and executed, together with a copy of the
power of attorney or other authority under which it is executed
must be deposited by registered shareholders at the offices of the
office of the Company Secretary, Tudor Trust Limited, 33 Sir John
Rogerson’s Quay, Dublin 2,
Ireland, so as to be received no
later than 24 hours before the time appointed for the EGM or any
adjournment thereof or (in the case of a poll taken otherwise than
at or on the same day as the EGM or adjourned EGM) at least 24
hours before the taking of the poll at which it is to be used. Any
alteration to the form of proxy must be initialled by the person
who signs it.
4 Subject
to the Articles of Association of the Company and provided it is
received at least 24 hours before the time appointed for the
holding of the EGM or any adjournment thereof or (in the case of a
poll taken otherwise than at or on the same day as the EGM or
adjourned EGM) at least 24 hours before the taking of the poll at
which it is to be used, the appointment of a proxy may also be
submitted electronically
to tudortrust@dilloneustace.ie entering the company
name.
Voting rights and total number of
issued shares in the sub-fund
5 At the
EGM, the resolutions put to the vote of the meeting may be decided
on a poll. On a poll every shareholder shall have one vote for
every share of which he is the shareholder.
6 Where a
poll is taken at an EGM any member, present or by proxy, holding
more than one share is not obliged to cast all his/her votes in the
same way.
7 Ordinary
resolutions require to be passed by a simple majority of members
voting in person or by proxy. Special resolutions require a
majority of not less than 75% of votes cast by those who vote
either in person or in proxy to be passed.
APPENDIX 2
FORM OF PROXY
VanEck Vectors™
Semiconductor UCITS ETF (the “Fund”)
a sub-fund of
VANECK VECTORS
UCITS ETFs PLC (THE “COMPANY”)
I/We* of
being a Shareholder in the Fund and entitled to vote, hereby
appoint the Chairman of the Meeting or failing him/her Laura Tully of 33 Sir John Rogerson’s Quay,
Dublin 2, Ireland or failing her a representative of
Tudor Trust Limited as my/our* proxy to vote for me/us* on my/our*
behalf at the Extraordinary General Meeting of the Company to be
held at 33 Sir John Rogerson’s Quay, Dublin 2, Ireland on 2 March
2022 at 10:30 a.m. (Irish
Time) or any reconvened meeting thereof.
(*delete as appropriate)
Signature:
Date: 2022
Please indicate with an “X” in the spaces below how you wish
your vote to be cast in respect of the resolution. If no specific
direction as to voting is given, the proxy will vote or abstain
from voting at his/her discretion. If you elect to abstain from
voting with respect to the resolution, such election will not count
as a vote in law and will not be counted in the calculation of the
proportion of the votes for and against the resolution.
RESOLUTION: |
For |
Against |
Abstain |
1. That the
investment objective of the Fund, as detailed in section 1 of the
Circular dated 10 February 2022, be changed to reflect the
change of the index of the Fund, subject to any amendments required
by the Central Bank of Ireland. |
|
|
|
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
____________________________________________________________________
____________________________________________________________________________
Notes
1 A
shareholder must insert his/her full name and registered address in
type or block letters. In the case of joint accounts the names of
all holders must be stated. Please insert your name(s) and address
in BOLD TYPE and sign and date the form.
2 Only a
registered shareholder is entitled to attend, speak, ask questions
and vote at the Meeting (or any adjournment thereof). As sub-funds
in the Company use the International Central Securities Depositary
(ICSD) model of settlement and Citivic Nominees Limited is the sole
registered shareholder of shares in the sub-funds under the ICSD
settlement model, physical attendance of investors who are not
registered shareholders does not take place at general meetings of
the Fund or of the Company and investors in the Fund should send
voting instructions through the relevant ICSD or the relevant
participant in an ICSD (such as a local central securities
depository). If any investor has invested in the Fund through a
broker/dealer/other intermediary, the investor should contact this
entity or its relevant proxy voting agent to provide voting
instructions.
3 The Form
of Proxy must:
· in
the case of an individual shareholder, be signed by the shareholder
or his attorney; and
· in
the case of a corporate shareholder, be executed under its common
seal or under the hand of some officer, attorney or other person
duly authorised to act on its behalf.
4 Indicate
by placing a cross in the appropriate box how you wish your votes
to be cast in respect of each resolution. If no mark is made, your
proxy may vote or abstain at his/her discretion. On any other
business not specified in the Notice of Meeting and arising at the
Meeting, the proxy will act at his or her discretion.
5 To be
valid, this form (and, if applicable, any power of attorney or
other authority under which it is signed or a notarially certified
copy thereof) must be completed and deposited at the office of the
Company Secretary, Tudor Trust Limited, at 33 Sir John Rogerson’s not less than 24 hours before
the time appointed for the holding of the meeting by post or by fax
at +353 (0) 1 667 0042 for the attention of Laura Tully. Citivic Nominees Limited may send
their signed Form of Proxy by e-mail
to tudortrust@dilloneustace.ie. Any proxy form deposited less
than 24 hours before the time of the meeting may only be treated as
valid at the discretion of the Directors. Failure to return the
proxy form by the required time will (subject to the aforementioned
discretion of the Directors) result in the proxy form being void
and your proxy will not be entitled to vote on your behalf as
directed.
APPENDIX 3
Proposed
amendments to the Index and investment objective
Investment Objective
“The Fund's investment objective is
to replicate, before fees and expenses, the MVIS US Listed
Semiconductor 10% Capped ESG Index (the Index). For a
further description of the Index see the section entitled
Information on the Index below.”
Information on the Index
The Index includes companies engaged primarily in the production
of semiconductors and semiconductor equipment. The Index includes
US exchange-listed companies that derive at least 50% of their
revenues from semiconductors. However, where the Index already
holds such equity securities and the percentage of revenue
generated falls, the Index will only seek to remove the security
when the percentage of revenue generated from semiconductors drops
below 25% of the relevant companies revenues.
The Index considers ESG factors as further detailed in the Index
methodology available on the Index Providers website. The Index
Provider will utilize ESG data provided by ISS. Companies with very
severe social norms violations, have greater than 0% revenue
exposure to controversial weapons, or that exceed certain
thresholds of revenue exposure to various sectors including but not
limited to civilian firearms, tobacco, and energy extractives are
not eligible for inclusion. Further, companies that are not covered
by ISS or for which relevant data fields are not collected by ISS
may be eligible for inclusion.
The Index employs a 10% capping scheme to ensure
diversification. If a component exceeds the maximum weight at the
time of Index rebalancing, then the weight will be reduced to the
maximum weight and the excess weight shall be redistributed
proportionally across all other (uncapped) Index constituents. This
process is repeated until no component weight exceeds the maximum
weight.
Changes to the Index other than to the index components will be
implemented and based on the closing prices of the third Friday of
every quarter-end month (i.e. March, June, September and December).
If the third Friday is not a business day, the review will take
place on the last business day before the third Friday. If a
company does not trade on the third Friday of a quarter-end month,
then the last available price for this company will be used.
Changes become effective on the next business day.
The Index components are rebalanced on a semi-annual basis in
March and September so that the Index components continue to
represent the universe of companies involved in the production of
semiconductors and semiconductor equipment. The target coverage of
the Index is 25 companies.
The following steps will be followed and form the Index review
procedure:
1. The
largest 50 stocks (by full market capitalisation) from the
investable universe qualify for inclusion in the Index.
2. The
50 stocks which qualify for inclusion in the Index are ranked in
two different ways - by free-float market capitalisation in
descending order (the largest companies receives rank “1”) and then
by three-month average-daily-trading volume in descending order
(the most liquid companies receives rank “1”). These two ranks are
added up.
3. The
50 stocks are ranked now by their sum of the two ranks in step 2 in
ascending order. If two companies have the same sum of ranks, then
the larger company is placed on top.
a. Initially, the highest ranked 25 companies
made up the Index.
On-going, a 10-40 buffer is applied: The highest ranked 10
companies qualify. The remaining 15 companies are selected from the
highest ranked remaining current index components ranked between 11
and 40. If the number of selected companies is still below 25, then
the highest ranked remaining stocks are selected until 25 companies
were selected.
For all corporate events that result in a stock deletion from
the Index, the deleted stock will be replaced with the highest
ranked non-component on the most recent selection list immediately
only if the number of components in the Index would drop below 20.
The replacement stock will be added at the same weight as the
deleted stock. Only in case the number of components drops below
its minimum due to a merger of two or more index components, the
replacement stock will be added with its uncapped free-float market
capitalisation weight. In all other cases, i.e. there is no
replacement, the additional weight resulting from the deletion will
be redistributed proportionally across all other index
constituents.