Important notice to Shareholders of Xtrackers (IE) plc

LONDON--(BUSINESS WIRE)-- 

Xtrackers (IE) plc

Investment Company with Variable Capital

Registered Office: 78 Sir John Rogerson's Quay, Dublin 2, Ireland

Registration number: 393802

Circular to the Shareholders and

Notice of Extraordinary General Meeting of

Xtrackers MSCI Emerging Markets Climate Transition UCITS ETF 1C (ISIN: IE000DNSAS54)

(the “Fund”)

_________________________________________________________________________________

This document is important and requires your immediate attention. If you are in doubt as to the action you should take you should seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor. The directors of Xtrackers (IE) plc (the “Company”) accept responsibility for the information contained in this document as being accurate as at the date of publication. If you have sold or transferred all of your shares in the Fund please pass this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.

Unless otherwise defined or inconsistent with the context in this document, capitalised terms used herein have the same meanings as are ascribed to them in the current prospectus of the Company and supplement in respect of the Fund.

_________________________________________________________________________________

25 September 2026

_________________________________________________________________________________

Xtrackers (IE) plc

(the “Company”)

Xtrackers MSCI Emerging Markets Climate Transition UCITS ETF 1C (ISIN: IE000DNSAS54)

(the “Fund”)

25 September 2026

We are writing to inform you as a Shareholder of the Fund that the directors of the Company (the “Directors”) have resolved to convene an Extraordinary General Meeting of the Shareholders of the Fund on 23 October 2026 at 10 a.m. (Dublin time) at 25 North Wall Quay, Dublin 1, D01 H104, Ireland (the “Meeting” or the “EGM”). Defined terms used which are not otherwise defined herein shall have the same meaning as in the Company’s prospectus, as supplemented from time to time (the “Prospectus”) and the supplement in respect of the Fund (the “Supplement”).

The Purpose of the Meeting

The purpose of the Meeting is to enable Shareholders to consider a proposed change to the investment objective of the Fund and certain other changes as detailed below.

Change of Investment Objective

The current investment objective of the Fund is to track the performance before fees and expenses of an index, which is the MSCI Emerging Markets Select Sustainability Screened CTB Index (the “Current Reference Index”). The Current Reference Index is based on the MSCI Emerging Markets Index (the “Current Parent Index”), which includes listed large and medium capitalisation companies in global emerging markets. Constituents of the Current Parent Index that meet certain environmental, social and governance standards (“ESG”) and the minimum standards for EU Climate Transition Benchmarks (“EU CTBs”) as set out in the Commission Delegated Resolution (EU) 2020/1818 supplementing Regulation EU 2016/1011 of the European Parliament and European Council with regards to the minimum standards for EU CTBs and EU Paris aligned Benchmarks (CTB Regulation) are eligible for inclusion in the Current Reference Index. The Current Reference Index is administered by MSCI Limited (the “Index Administrator”).

It is proposed that the investment objective of the Fund will be changed and that the new investment objective of the Fund will be to seek to achieve mid to long-term capital appreciation in excess of a benchmark representing the shares of large and medium-capitalisation companies in emerging market countries through investments in equities.

Updated Investment Policy

If the ordinary resolution is approved by the Shareholders of the Fund, the investment policy of the Fund will be amended to reflect that the Fund will adopt a Direct Investment Policy, following an active approach against the MSCI Emerging Markets 10/40 Index as a performance benchmark (the “Performance Benchmark”). Unlike the Current Reference Index, the Performance Benchmark will not be tracked or replicated by the Fund but will instead be used solely for performance comparison purposes.

The Fund will adopt a “low Active Share” approach, meaning that the composition of the portfolio of the Fund may not substantially differ from the composition of the Performance Benchmark. The Fund will not seek to track or replicate the Performance Benchmark, rather the Fund’s investments will be actively selected and managed with the objective of delivering an investment performance which exceeds that of the Performance Benchmark. The Fund will invest primarily in equities of large and medium-capitalisation companies listed in emerging market countries. The Fund may also invest from time to time in other equities, equity related securities (such as depositary receipts like American depositary receipts and global depositary receipts), money market instruments (such as secured and/or unsecured deposits) or collective investment schemes for purposes including, but not limited to, investing temporary cash balances and efficient portfolio management in accordance with the investment restrictions. DWS Investment GmbH will be the Investment Manager for the Fund. DWS Investments UK Limited will act as Sub-Portfolio Manager, and DWS International GmbH will provide investment advice in respect of the Fund’s equity portfolio (“Discretionary Investment Advisor”).

Description of the New Performance Benchmark

The MSCI Emerging Markets 10/40 Index is a market capitalisation-weighted index designated to provide a broad measure of the equity-market performance in various emerging market countries. The Performance Benchmark is maintained by MSCI Limited and incorporates issuer concentration limits to remain within a cap of 10% on the largest issuer and 40% for the combined weight of all issuers exceeding 5% weight. The Performance Benchmark is reviewed and rebalanced on a quarterly basis and may also be rebalanced on an “as needed” basis. This means that the Performance Benchmark is rebalanced at the end of any day on which constituent concentration limits are exceeded.

New Investment Strategy

The Discretionary Investment Advisor will provide investment advice for the composition of the portfolio (the “Proposed Allocation”), using a dynamic bottom-up stock selection strategy with the primary aim of generating capital appreciation and considering multiple quantitative categories of fundamental and price-driven stock characteristics to determine a scoring model for each of the securities in the Investment Universe, such as valuation, financial strength, technical indicators, analyst sentiment, and earnings growth. The Proposed Allocation will be provided by the Discretionary Investment Advisor to the Sub-Portfolio Manager on a scheduled monthly basis. The Sub-Portfolio Manager will, in its absolute discretion, assess the Proposed Allocation and exclude and/or reweight any securities which do not comply with certain liquidity criteria, tradability of securities and portfolio diversification and the following ESG criteria.

New ESG Standards

The Fund's Investment Universe will be screened against the Investment Manager’s ESG database, utilising data from Urgewald and MSCI ESG Research LLC. Companies that do not meet the applicable ESG standards will be excluded from the Fund’s portfolio. Exclusions will include, among others, companies assigned an MSCI ESG Rating of ‘CCC’, companies that fail to comply with the United Nations Global Compact principles or have a MSCI Controversies Score of 0, companies involved in controversial weapons, and companies breaching revenue thresholds in certain controversial activities including civilian firearms, tobacco production, thermal coal mining and power and unconventional oil and gas extraction (oil sands). Companies involved in coal power or coal mining expansion projects will also be excluded.

Change to the Fund’s name

If the ordinary resolution is approved by the Shareholders of the Fund, the name of the Fund will be changed to Xtrackers Emerging Markets Equity Enhanced Active UCITS ETF.

Change to the Fund’s SFDR Disclosure

The Fund currently has the reduction of carbon emissions as its objective and is subject to the disclosure requirements of a financial product under Article 9(3) of the Regulation (EU) 2019/2088 of 27 November 2019 on sustainability-related disclosures in the financial services sector, as amended (“SFDR”).

If the ordinary resolution is approved by the Shareholders of the Fund, the Fund will promote, among other characteristics, environmental and social characteristics and will be subject to the disclosure requirements of a financial product falling within Article 8(1) of SFDR. Consequently, disclosures relating to EU Taxonomy alignment and Principal Adverse Impacts will be removed.

Change to the Fund´s fees

If the ordinary resolution is approved by the Shareholders of the Fund, the Management Company Fee of the 1C class of shares of the Fund will be increased from “Up to 0.06% per annum” to “Up to 0.10% per annum” and the Platform Fee will be increased from “Up to 0.10% per annum” to “Up to 0.20% per annum”. As a result, the All-in Fee of the 1C class of shares of the Fund will be increased from “Up to 0.16% per annum” to “Up to 0.30% per annum”.

Change to the Fund’s Anticipated Level of Tracking Error

If the ordinary resolution is approved by the Shareholders of the Fund, the anticipated level of tracking error applicable to the 1C class of shares of the Fund will be removed, reflecting the Fund's transition from an index-tracking strategy to an actively managed investment strategy.

A summary of all proposed changes is available in Appendix 1.

Shareholder Approval

Changes to the investment objective of the Fund as described above cannot be made without the approval of an ordinary resolution of the Shareholders of the Fund.

For this purpose, the Meeting is being convened and will take place at 25 North Wall Quay, Dublin 1, D01 H104, Ireland on 23 October 2026, at the times set out in the attached notice. Formal notice of the Meeting and Proxy form are attached hereto (as Appendix 2).

The quorum for the Meeting is one Shareholder present (in person or by proxy) entitled to vote upon the business to be transacted. If a quorum is not present within half an hour of the time appointed for the Meeting, or if during the Meeting a quorum ceases to be present, the Meeting will stand adjourned until 10:00 a.m. (Dublin time) on 30 October 2026 without any further notice to Shareholders. The quorum at the adjourned meeting shall be those Shareholders present at the adjourned meeting in person or by proxy and one person entitled to be counted in a quorum present at any adjourned meeting shall be quorum. The resolution will be proposed at the adjourned meeting in the same manner as described above.

The notice sets out the text of the resolution to be proposed at the Meeting. The resolution will be proposed as an ordinary resolution, meaning more than 50% of the total number of votes cast is required for the resolution to be passed by the Meeting. If the resolution is passed by the requisite majority, it will be binding on all Shareholders of the Fund irrespective of how (or whether) they voted and the proposed changes would be expected to take effect and reflected in a revised Supplement on or around 6 November 2026 (the “Effective Date”).

Entitlement to attend and vote

Please note that you are only entitled to attend and vote at the Meeting (or any adjournment thereof) if you are a registered shareholder. As the 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 Fund under the ICSD settlement model (the “Registered Shareholder”), investors in the Fund 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). If any investor has invested in the Fund through a broker/dealer/other intermediary, the investor should contact this entity to provide voting instructions.

The Company specifies that only those members registered in the Register of Members of the Company at 10:00 a.m. on 22 October 2026 or, if the Meeting is adjourned, at 6.00 p.m. on the day that is two days prior to the adjourned meeting (the "Record Date"), shall be entitled to attend, speak, ask questions and vote at the Meeting, or if relevant, any adjournment thereof and may only vote in respect of the number of shares registered in their name at that time. Changes to the Register of Members after the record date shall be disregarded in determining the right of any person to attend and/or vote at the Meeting or any adjournment thereof.

Appointment of proxies

A form of proxy is enclosed with this notice for use by the Registered Shareholder. As mentioned above, investors in the 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 attached hereto.

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, before the time appointed for the Meeting or any adjournment thereof, at the offices of the office of the Company Secretary, Goodbody Secretarial Limited, 25 North Wall Quay, Dublin 1, Ireland. Any alteration to the form of proxy must be initialled by the person who signs it.

Enquiries

Copies of the existing and the proposed Supplement are available for inspection during normal business hours from the date of this circular up to and including the time of, and during, the Meeting (and any adjourned meeting) at the office of the Company's Legal Advisor, A&L Goodbody LLP, 25 North Wall Quay, Dublin 1, Ireland.

Further information in relation to the Meeting may be obtained from the offices of foreign representatives or by sending an email to [e-mail].

If you have any queries, or if any of the above is not clear, please write to us at the above address.

Conclusion

The Directors are of the opinion that the proposed change to the investment objective of the Fund described above is in the best interests of the Shareholders in the Fund and accordingly recommend that you vote in favour of the resolution set out in the attached Notice.

This product is based overseas and is not subject to UK sustainable investment labelling and disclosure requirements. Further information in relation to the UK sustainability labelling and disclosure requirements can be found on the UK FCA’s website.

The Directors accept responsibility for the information contained in this circular.

We thank you for your continuing support of the Company.

Yours faithfully,

______________________________

Director

For and on behalf of

Xtrackers (IE) plc

APPENDIX 1

SUMMARY OF PROPOSED CHANGES

Category	Current	Proposed
Fund Name	Xtrackers MSCI Emerging Markets Climate Transition UCITS ETF	Xtrackers Emerging Markets Equity Enhanced Active UCITS ETF
Investment Objective	Track MSCI Emerging Markets Select Sustainability Screened CTB Index	Actively managed strategy seeking mid to long-term capital appreciation in excess of a benchmark
Investment Approach	Passive / index-tracking	Active management
Reference Index / Benchmark	MSCI Emerging Markets Select Sustainability Screened CTB Index (Reference Index)	No Reference Index. MSCI Emerging Markets 10/40 Index (Performance Benchmark only)
SFDR Disclosure	Article 9(3) SFDR	Article 8(1) SFDR
Anticipated Tracking Error	Up to 2.00% p.a.	Removed

SUMMARY OF FEE CHANGES

Share Class / ISIN	Current Management Company Fee	New Management Company Fee	Current Platform Fee	New Platform Fee	Current All-in Fee	New All-in Fee
1C / IE000DNSAS54	Up to 0.06% per annum	Up to 0.10% per annum	Up to 0.10% per annum	Up to 0.20% per annum	Up to 0.16% per annum	Up to 0.30% per annum

APPENDIX 2

NOTICE OF EXTRAORDINARY GENERAL MEETING

of

Xtrackers MSCI Emerging Markets Climate Transition UCITS ETF 1C (ISIN: IE000DNSAS54)

(the “Fund”)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Fund will be held at 10:00 a.m. (Dublin time) on 23 October 2026 at 25 North Wall Quay, Dublin 1, D01 H104, Ireland, to consider and if thought fit, to pass the following resolution:

By Ordinary Resolution:

1. That the change to the investment objective of the Fund as set out in the Circular to the Shareholders of the Fund dated 25 September 2026 be and is hereby approved.

And to transact any other business which may properly be brought before the meeting.

By Order of the Board

________________________

For and on behalf of

Goodbody Secretarial Limited

Secretary

25 September 2026

FORM OF PROXY

(for use by the Registered Shareholder only)

XTRACKERS (IE) PLC

(the Company)

Xtrackers MSCI Emerging Markets Climate Transition UCITS ETF 1C (ISIN: IE000DNSAS54)

(the “Fund”)

I/We ____________________________________________________________________________ being a Shareholder of the above named Fund, hereby appoint the Chairman of the meeting or failing him or her, Sarah O'Donovan or failing her, another representative of Goodbody Secretarial Limited or A&L Goodbody LLP or ______________________________________________________________ to vote for me/us* on my/our* behalf at an Extraordinary General Meeting of the Fund to be held at 10:00 a.m. on 23 October 2026 and at any adjournment thereof.

*Please delete as appropriate

Signature: _______________________ Date: _______________________

Please indicate with an ‘X’ in the space below how you wish your vote to be cast. Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit.

Ordinary Resolution	FOR	AGAINST	ABSTAIN
1. That the change to the investment objective of the Fund as set out in the Circular to the Shareholders of the Fund dated 25 September 2026 be and is hereby approved.

Notes:

1. This form of proxy is enclosed with this notice for use by the Registered Shareholder only. As mentioned above, investors in the Fund who are not the Registered Shareholder 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 attached hereto.
2. To be valid, the Registered Shareholder should complete this proxy form and return it (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 24 hours before the time of the Extraordinary General Meeting or any adjournment thereof, at the offices of the Company Secretary, Goodbody Secretarial Limited, 25 North Wall Quay, Dublin 1, Ireland (facsimile + 353 1 1649 2649 or by email to [e-mail]) for the attention of Sarah O'Donovan.
3. Please insert your name(s) and address in BOLD TYPE and sign and date the form.
4. If any amendments are made they should be initialled.
5. If you wish to appoint as your proxy some person other than the Chairman of the Extraordinary General Meeting insert in block capitals the full name of the person of your choice. A proxy need not be a Shareholder of the Company.
6. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the Extraordinary General Meeting other than the resolution referred to in the Notice of the Extraordinary General Meeting.
7. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of an officer of same, or an attorney duly authorised on its behalf. In the case of joint Shareholders, any one Shareholder may sign, but the names of all the joint holders should be stated. In the event of more than one joint holder tendering votes, the vote of the shareholder whose name first appears in the register of members will be accepted to the exclusion of all others.
8. The completion and return of the proxy form will not preclude the Registered Shareholder from attending and voting at the said Extraordinary General Meeting should they decide to do so.
9. If you are holding shares of the Company through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee), the proxy form including an indication as to how the proxy should vote, must be returned to the relevant ICSD or the relevant participant in an ICSD in good time in advance of the time for holding the Extraordinary General Meeting so it may complete and deposit the proxy form at the registered office of the Company in accordance with the above procedure.

Registered in Dublin, Ireland as an open-ended variable capital umbrella investment company with limited liability and as an umbrella fund with segregated liability between sub-funds. Registration Number 393802. Registered Office as above.

Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry Grimes (Irish), Julien Boulliat (French),

Philippe Ah-Sun (British), Roberto Cesca (Italian).