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 ")
NOTICE OF THE RECONVENED EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The board of directors of the Company (the “ Board of Directors ”) hereby informs the shareholders of the Company that the extraordinary general meeting of the shareholders of the Company that was convened on 29 January 2018 could not validly deliberate on the items on the agenda due to a lack of quorum. The Board of Directors hereby gives notice that the extraordinary general meeting of shareholders of the Company shall be reconvened (the " Reconvened Meeting "), and will be held in Luxembourg on 14 February 2018 at 11:00 a.m. (Luxembourg time) at the registered office of the Company for the following purposes:
To consider and, if thought fit, approve the 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. include new flexibilities introduced by the Law of 10 August 2016 modernising the Luxembourg Law of 10 August 1915 on commercial companies and to undertake a general update of the Articles.
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.Xtrackers.com . 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.
Subject to the passing of resolution 1 by the Shareholders, the Board of Directors resolve to amend the names of each of the Sub-Funds of the Company, as detailed in the relevant notice published on www.Xtrackers.com dated 2 January 2018. In particular, please note the removal of the reference to “(DR)” in the name of all Direct Replication Funds, which currently designates the Direct Investment Policy of those Sub-Funds and, where appropriate, the addition of a reference to ”Swap” in the name of all Indirect Replication Funds designating the Indirect Investment Policy of those Sub-Funds. These changes do not reflect any changes in the applicable investment policies of the Sub-Funds, but rather changes in the naming convention. The relevant sections of the Prospectus will also be updated to reflect these changes, where appropriate.
Capitalised terms used in this letter shall have the meaning ascribed to them in the current prospectus of the Company unless the context otherwise requires.
Subject to the passing of the resolutions at the Reconvened Meeting, the effective date of the changes will be on 16 February 2018.
I. Voting and Voting Arrangements for the Reconvened Meeting
Proxy forms already received for the extraordinary general meeting held on 29 January 2018 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.Xtrackers.com and has to be returned before 11:00 a.m. (London time) on 8 February 2018 either by hand or by courier (during normal business hours only) to The Proxies Department, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or by e-mail to: DBETF@linkgroup.co.uk .
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 8 February 2018;
- 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.
II. Specific Rules of Voting at the Reconvened Meeting
The rights of a shareholder to attend the Reconvened Meeting and to exercise a voting right attaching to his/her shares are determined in accordance with the shares held by this shareholder at the record date (7 February 2018). Each share is entitled to one vote.
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.
By order of the Board of Directors