LONDON--(BUSINESS WIRE)--
db x-trackers II
Investment Company with Variable Capital
Registered office: 49, avenue J.F. Kennedy, L - 1855 Luxembourg
R.C.S. Luxembourg No. B-124.284
(the "Company")
IMPORTANT NOTICE OF
A RECONVENED EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
As the extraordinary general meeting of the shareholders of the Company that was convened on 28 March 2014 could not validly deliberate on the items on the agenda due to a lack of quorum, you are hereby reconvened to an extraordinary general meeting of shareholders of the Company (the "Reconvened Meeting"), to be held in Luxembourg on 12 May 2014 at 11:00 a.m. (Luxembourg time) at the registered office of the Company with the following agenda:
AGENDA
Restatement of the Company’s Articles of Incorporation (the “Articles”) in order to, inter alia:
1. remove references to the transitional provisions in respect of the Law of 17 December 2010 on undertakings for collective investment, amend the rules relating to the quorum of the meetings of the Board of Directors and update the provisions relating to redemptions, merger and liquidation procedures; and
2. amend the second paragraph of article 3 of the Articles so as to (i) remove the following sentence “(as from 1st July 2011, the reference to the «Law» shall be deemed to be a reference to the law of 17 December 2010 on undertakings for collective investment)” and (ii) add the following sentence “and any other applicable laws or regulations”.
A draft of the amended and restated Articles which are to be voted on can be obtained, free of charge, at the registered office of the Company and downloaded from the website www.etf.db.com.
Subject to the passing of the resolutions at the Reconvened Meeting, the effective date of the changes will be the date of the Reconvened Meeting, i.e. 12 May 2014.
Voting and Voting Arrangements for the Reconvened Meeting
Proxy forms already received for the extraordinary general meeting held on 28 March 2014 remain valid and will be used at the Reconvened Meeting, unless expressly revoked.
A shareholder may act at the Reconvened Meeting by person or by proxy. A proxy form for the Reconvened Meeting may be obtained at the registered office of the Company or from the Company’s website www.etf.db.com and has to be returned before 11:00 a.m. on 7 May 2014 either by hand or by courier (during normal business hours) to The Proxies Department, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, by fax at the number: 020 8639 2180 or by e-mail to: DBETF@capitaregistrars.com.
If you 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 7 May 2014;
- if the financial intermediary or clearing agent holds the shares in the Company in its own name and on your behalf, it may not be possible for you to exercise certain rights directly in relation to the Company.
Specific Rules of Voting at the Reconvened Meeting
Shareholders are advised that no quorum will be required in order for the Reconvened Meeting to validly deliberate on the agenda. The resolutions will be adopted if approved by two thirds of the votes cast.
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.
By order of the Board of Directors
db x-trackers II
Investment Company with Variable Capital
Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg
R.C.S. Luxembourg No. B-124.284
(the "Company")
FORM OF PROXY
I/we _______________________________ (full name(s) in which the shares are registered) (Please use block letters)
Address __________________________________________________________________
CREST Participant ID __________________ and Member ID ________________________, herewith give irrevocable proxy for all or ____________ (insert number of shares) my/our shares of db x-trackers II to _________________________ or failing him or failing such appointment, the Chairman of the Reconvened Meeting (as defined hereinafter) with full power of substitution, to represent me/us at the extraordinary general meeting of shareholders of the Company (a reconvening of the first extraordinary general meeting held on 28 March 2014 which could not validly deliberate on the items on the agenda due to a lack of quorum) to be held in Luxembourg on 12 May 2014 at 11:00 a.m. (Luxembourg time) at the registered office of the Company and at any meeting to be held thereafter for the same purpose, with the same agenda (the “Reconvened Meeting”) and to act and vote in my/our name and on my/our behalf on the matters set out in the following agenda:
AGENDA
Restatement of the Company’s Articles of Incorporation (the “Articles”), in order to, inter alia:
3. remove references to the transitional provisions in respect of the Law of 17 December 2010 on undertakings for collective investment, amend the rules relating to the quorum of the meetings of the Board of Directors and update the provisions relating to redemptions, merger and liquidation procedures; and
4. amend the second paragraph of article 3 of the Articles so as to (i) remove the following sentence “(as from 1st July 2011, the reference to the «Law» shall be deemed to be a reference to the law of 17 December 2010 on undertakings for collective investment)” and (ii) add the following sentence “and any other applicable laws or regulations”.
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FOR
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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 especially to vote on the agenda of the Reconvened Meeting. 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: ____________________________ 2014