db x-trackers II
Investmentgesellschaft mit variablem Kapital
Societe d'Inrestissemcnt cl Capital Variable
49, avenue J.F. Kennedy L-1855 Luxembourg
RCS Luxembourg: Nr. B 124.284
|Assemblee Generale Extraordinaire du 29 janvier 2018||
In the year two thousand and eighteen, on the twenty-ninth day of January.
Before Us, Maitre Henri Hellinckx, notary residing in Luxembourg, Grand Duchy of Luxembourg.
Was held an extraordinary general meeting of shareholders (the “Meeting'') of db x-trackers II (the "Company"), an investment company with variable capital incorporated under the form of a public limited liability company, having its registered office in L-1855 Luxembourg. 49, avenue J .F. Kennedy, incorporated pursuant to a deed of the undersigned notary on 7 February 2007 published in the Mémorial C on 1 March 2007 number 282. The articles of incorporation of the Company were last amended by a deed of the undersigned notary on 12 May 2014, published in the Memorial C number 1460 of 6 June 2014.
The Meeting was presided by Zakia Aouinti, professionally residing in Luxembourg, who appointed as secretary Karol Kuska, professionally residing in Luxembourg.
The Meeting unanimously elected as scrutineer, Silvano Del Rosso, professionally residing in Luxembourg.
The board of the Meeting having thus been constituted, the chairman declared and requested the notary to state:
I. This Meeting was convened by notices containing the agenda of the Meeting published in the Recueil Elctronique des Societes et Associations on 2 January 2018 and in the Tageblatt on 2 January 2018, as well as in various other newspapers in different jurisdictions as follows:
on 3 January 2018, in:
on 2 January 2018, in:
Corriere della Serra,
Fundinfo (Belgium & Switzerland)
Het Financieele Dagblad
LIANHE ZAOBAO and
The Strait Times.
II. The shareholders present or represented at this Meeting and the number of shares held by each of them are shown on an attendance list. The said list and proxies initialled "ne varietur" by the members of the bureau, the shareholders present, the proxies of the represented shareholders and the notary will be annexed to this document, to be registered with this deed.
Ill. That the agenda of the Meeting is as follows:
Full restatement of the Company"s Articles of Incorporation (the "Articles") mainly to:
1. change the name of the Company into "Xtrackers II": and
2. including new flexibilities introduced by the Law of I0 August 2016 modernising the Luxembourg Law of I0 August 1915 on commercial companies and to undertake a general update of the Articles.
IV. It appears from the attendance list that, out of 158,471,219 shares in issue, 13,477,190 shares are present or represented at the Meeting, representing less than half of the Company's capital.
V. As a result of the foregoing, the Meeting cannot validly deliberate on the items of the agenda for lack of quorum.
VI. As the quorum for voting the sole resolution of the agenda is not attained, the chaim1an of the Meeting informs the Meeting that a second meeting will be reconvened on 14 February 2018 at II:00 a.m. at the registered office of the Company in accordance with the law of I0 August 1915 on commercial companies, as amended.
There being no further business on the agenda, the Meeting is thereupon closed.
The undersigned notary who understands and speaks English, states herewith that on request of the above appearing persons, the present deed is worded in English.
Whereof the present notarial deed was drawn up in Luxembourg on the day named at the beginning of this document.
The document having been read to the Meeting, the members of the Bureau, all of whom are known to the notary by their names, civil status and residences, signed together with us, the Notary, the present original deed.