THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor. GO UCITS ETF SOLUTIONS PLC (an open-ended investment company with variable capital structured as an umbrella fund with segregated liability between its sub-funds) ANNUAL GENERAL MEETING TO BE HELD ON 14 December 2015 If you have sold or transferred all of your shares in GO UCITS ETF Solutions Plc, please pass this document at once 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.
20 November 2015 Dear Shareholder, Annual General Meeting Attached is the notice of the 2015 annual general meeting (the AGM ) of GO UCITS ETF Solutions Plc (the Company ) and a form of proxy for those Shareholders who are unable to attend the meeting (or any adjournment thereof) and who may wish to vote on the AGM resolutions. Business to be transacted Items 1, 2, 3 and 4 Items 1, 2, 3 and 4 listed in the notice deal with the normal matters to be attended to at an AGM, namely, the receipt and consideration of the annual accounts, a review of the Company s affairs by way of consideration of the annual accounts, the re-appointment of the Auditors and the authorisation of the Directors to fix the remuneration of the Auditors. Items 1, 3 and 4 require the passing of an ordinary resolution of the Company. Item 2 does not require a resolution to be passed. Item 5 Item 5 listed in the notice deals with the proposal to amend the Memorandum of Association and adopt amended Articles of Association and requires the passing of a special resolution of the Company. It is proposed to amend the Memorandum of Association to reflect the provisions of the Companies Act 2014 and to adopt amended Articles of Association to reflect the provisions of the Companies Act 2014 and to take account of recent changes to the conditions imposed by the Central Bank of Ireland. Details of the proposed changes are set out in Schedule 1 hereto. Recommendation The Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors strongly recommend that you vote in favour of the resolutions at the AGM. Yours faithfully, Eimear Cowhey Director
Schedule 1 Proposed Amendments to the Memorandum of Association (the Memorandum ) 1. References to the Companies Acts 1963 to 2013 shall be updated in the Memorandum to reflect the coming into force of the Companies Act 2014 to which the Company is subject. Proposed Amendments to the Articles of Association (the Articles ) 1. References to the Companies Acts 1963 to 2013 shall be replaced with equivalent references to the Companies Act 2014 and the reference to Table A in the First Schedule to the Companies Act 1963 shall be removed. 2. Article 11(c)(iv) shall be amended to reflect the requirements of the Central Bank of Ireland by providing that in the context of the subscription for Shares by way of a transfer of securities to the Company, it is the Custodian (rather than the Directors) that must be satisfied that the terms of any such transfer would not be such as to result in any material prejudice to existing Shareholders. 3. Article 13 shall be amended to reflect the updated requirements of the Central Bank of Ireland by providing that the maximum redemption fee may not be increased without Shareholder approval. 4. Article 20(g) shall be amended to reflect the updated requirements of the Central Bank of Ireland by removing the requirement that redemption requests affected by the imposition of a redemption gate will be treated in priority to later requests (i.e. they will be treated as if they were received on the next Dealing Day in conjunction with other requests received for that Dealing Day). 5. Article 49 shall be amended to reflect the provisions of Sections 177, 178 and 1101 of the Companies Act 2014 by providing that any one Member may convene an Extraordinary General Meeting of the Company. 6. Article 57 shall be amended to reflect the provisions of Section 189 of the Companies Act 2014 by providing that a poll may be demanded by three Members. 7. Article 65 shall be amended, in light of the provisions of Section 183 of the Companies Act 2014, to provide that proxy instruments are required to be deposited not less than 24 hours before the time appointed for the holding of the meeting or adjourned meeting or for the taking of the poll at which the proxy instrument is to be used. 8. Article 70 shall be amended to clarify, in light of the provisions of Section 1090 of the Companies Act 2014, that no requirements relating to the rotation of Directors will be introduced by virtue of the Companies Act 2014. 9. Article 91 shall be amended to include additional provisions relating to telecommunication meetings of the Directors in view of Section 161(6) of the Companies Act 2014 and to provide that such meetings shall be deemed to be held in Ireland where at least one Director is participating from Ireland. 10. Article 132 shall be amended to reflect the wording of the updated requirements of the Central Bank of Ireland in relation to transactions with certain entities connected to the Company and the definition of Connected Parties shall be introduced to ensure that the requirements in relation to such transactions apply to each category of Connected Parties required by the Central Bank of Ireland. 11. Article 136 shall be amended to provide that the Articles shall be deemed to have effect and prevail over the terms of any optional provisions of the Companies Act 2014. 3
GO UCITS ETF SOLUTIONS PLC NOTICE OF THE 2015 ANNUAL GENERAL MEETING THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor. NOTICE is hereby given that the 2015 Annual General Meeting of GO UCITS ETF Solutions plc (the Company ) will be held at the registered office of the Company located 33 Sir John Rogerson s Quay, Dublin 2, Ireland on 14 December 2015 at 10.00 a.m. for the purposes of transacting the following business: 1. To receive and consider the accounts and the balance sheet and the reports of the Directors and Auditors for the year ended 30 June 2015 (Ordinary Resolution 1). 2. To review the Company s affairs (this item does not require a resolution to be passed). 3. To approve the re-appointment of KPMG as Auditors of the Company (Ordinary Resolution 2). 4. To authorise the Directors to fix the remuneration of the Auditors (Ordinary Resolution 3). 5. To consider, and if thought fit, pass the following resolution as a special resolution of the Company: That the Memorandum of Association of the Company be amended and amended Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the AGM (Special Resolution 1). Notes: By order of the Board Vivienne Feaheny Tudor Trust Limited Company Secretary Dated this the 20 day of November, 2015 1. The required quorum at the meeting is two persons each being a Shareholder or a proxy for a Shareholder, or a duly authorised representative of a corporate Shareholder. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the next day at the same time and place, or to such other day and at such other time and place as the Directors may determine. If at such adjourned meeting such a quorum is not present within half an hour from the time appointed for holding the meeting, then the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, the Shareholders present shall be a quorum. 2. Shareholders are entitled to attend and vote at the Annual General Meeting of the Company (or any adjournment thereof). A Shareholder may appoint a proxy to attend, speak and vote on his/her behalf. A proxy need not be a Shareholder of the Company. 3. A Form of Proxy is enclosed for the use by Shareholders unable to attend the meeting (or any adjournment thereof). Proxy forms must be sent to the Company Secretary of the Company at 33 Sir John Rogerson s Quay, Dublin 2, Ireland. Shareholders may also send their signed proxies by fax to +353 1 667 0042 or e-mail to Una.McBrearty@dilloneustace.ie. To be valid, proxy forms and any powers of attorney under which they are signed must be received by the Company Secretary not less than 24 hours before the time appointed for the holding of the meeting or adjourned meeting. Any proxy form deposited less than 24 hours before the time of the meeting (or any adjournment thereof) may be treated as valid at the discretion of the Directors. Failure to return the Form of Proxy by the required time will (subject to the aforementioned discretion of the Directors) result in the Form of Proxy being void and your proxy will not be entitled to vote on your behalf as directed. 4. At the Annual General Meeting, the resolutions put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is duly demanded. Unless a poll is so demanded, a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the Chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. On a poll every member in person or by proxy shall have one vote for every share of which he is the holder. The completion and return of the proxy form will not preclude members from attending and voting at the Meeting should they decide to do so. 4
GO UCITS ETF SOLUTIONS PLC FORM OF PROXY *I/We...(Shareholder name) of...(shareholder address) being a Shareholder of the above named Company hereby appoint... or failing *him/her, the Chairman of the meeting or failing him/her any one director of the Company or failing one of them, Una McBrearty, Vivienne Feaheny, Jane Higgins, George Moore, Rachel McKeever or any other representative of Tudor Trust Limited, 33 Sir John Rogerson s Quay, Dublin 2, Ireland as *my/our proxy to vote for *me/us and on *my/our behalf at the Annual General Meeting of the Company to be held at the registered office of the Company located at 33 Sir John Rogerson s Quay, Dublin 2, Ireland on Monday, 14 December 2015 at 10.00 a.m. and at any adjournment thereof. Please indicate with an X in the space below how you wish your votes to be cast in respect of each Resolution. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his discretion. If you elect to abstain from voting with respect to a particular 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. RESOLUTIONS FOR AGAINST ABSTAIN Ordinary Resolution 1. To receive and consider the accounts and the balance sheet and the reports of the Directors and Auditors for the year ended 30 June 2015. Ordinary Resolution 2. To approve the re-appointment of KPMG as Auditors of the Company. Ordinary Resolution 3. To authorise the Directors to fix the remuneration of the Auditors. Special Resolution 1. That the Memorandum of Association of the Company be amended and amended Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the AGM. Signature:... Date:... 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...... *Delete as appropriate 5
Notes: 1. A Shareholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated. 2. If you desire to appoint a proxy other than the Chairman of the meeting, a director of the Company, Una McBrearty, Vivienne Feaheny, Jane Higgins, George Moore, Rachel McKeever or any other representative of the Company Secretary, then please insert his/her name and address in the space provided. 3. The Form of Proxy must (i) in the case of an individual Shareholder be signed by the Shareholder or his attorney; and (ii) in the case of a corporate Shareholder be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate Shareholder. 4. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. 5. A corporation being a Shareholder may authorise such person as it thinks fit to act as representative at any meeting of Shareholders and the person so authorised shall be entitled to vote as if it were an individual Shareholder. 6. To be valid, proxy forms and any powers of attorney under which they are signed must be received by the Company Secretary not less than 24 hours before the time appointed for the holding of the meeting or adjourned meeting. Any proxy form deposited less than 24 hours before the time of the meeting (or any adjournment thereof) may be treated as valid at the discretion of the Directors. Failure to return the Form of Proxy by the required time will (subject to the aforementioned discretion of the Directors) result in the Form of Proxy being void and your proxy will not be entitled to vote on your behalf as directed. 6