TIDMHDRO
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD SEEK ADVICE FROM YOUR
INDEPENT LEGAL, TAX, FINANCIAL OR PROFESSIONAL ADVISOR IMMEDIATELY.
VanEck VectorsT Hydrogen Economy UCITS ETF
(THE "FUND")
A SUB-FUND OF
VanEck VectorsT UCITS ETFs plc
(an umbrella fund with segregated liability between sub-funds)
A company incorporated with limited liability as an open-ended investment
company with variable capital under the laws of Ireland with registered number
548554
NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE FUND
AT 33 SIR JOHN ROGERSON'S QUAY, DUBLIN 2, IRELAND AT 10:00 A.M. (IRISH TIME) ON
2 MARCH 2022 AS SET OUT IN APPIX 1.
If you have sold or transferred your Shares in the Fund, please forward this
document and the accompanying proxies to the purchaser, transferee or other
agent through whom the sale or transfer was effected.
The Directors of the Company accept responsibility for the accuracy of the
contents of this document.
VanEck VectorsT UCITS ETFs plc
(an umbrella fund with segregated liability between sub-funds)
A company incorporated with limited liability as an open-ended investment
company with variable capital under the laws of Ireland with registered number
548554
Registered Office: 33 Sir John Rogerson's Quay, Dublin 2, Ireland
Date: 10 February 2022
Re: Extraordinary General Meeting of the Fund
Dear Shareholder,
We are writing to you to notify you that the Directors of the Company wish to
convene an Extraordinary General Meeting of the Fund at the Company's
registered office 33 Sir John Rogerson's Quay, Dublin 2, Ireland on 2 March
2022 at 10.00 a.m. (Irish Time) (the "EGM" / "Meeting"), at which shareholders
will be asked to approve the proposed amendment to the investment objective of
the Fund (the "Proposed Amendment") and an ordinary resolution. The Fund will
continue to follow the same investment policy and strategy employed by the
Manager since the inception of the Fund. Furthermore, it is not expected that
this proposal changes the risk profile of the Fund or that it will have an
impact on the anticipated tracking error.
As the Fund uses the International Central Securities Depository ("ICSD") model
of settlement and Citivic Nominees Limited is the sole registered shareholder
of Shares in the Fund under the ICSD settlement model, physical attendance of
investors who are not registered shareholders does not take place at general
meetings of the Fund or of the Company, investors in the Fund should send
voting instructions through the relevant ICSD or the relevant participant in an
ICSD (such as a local central securities depository). If any investor has
invested in the Fund through a broker/dealer/other intermediary, the investor
should contact this entity or its relevant proxy voting agent to provide voting
instructions.
All capitalised terms used in this notice shall bear the same meaning as the
capitalised and defined terms used in the Prospectus and Supplement.
1 PROPOSED AMMENT REQUIRING SHAREHOLDER APPROVAL
Subject to Shareholder approval and the requirements of the Central Bank, it is
proposed to amend the investment objective of the Fund as follows:
"The Fund's investment objective is to replicate, before fees and expenses, the
MVIS® Global Hydrogen Economy ESG Index (the Index). For a further description
of the Index see the section entitled Information on the Index below"
A mark-up showing the Proposed Amendment which Shareholders are being asked to
approve and further information on the Re-Named Index is set out in Appendix 3.
2 RATIONALE FOR THE PROPOSED AMMENT
The Directors, following engagement with the Manager, are proposing to change
the investment objective of the Fund by changing the relevant index which the
Fund seeks to replicate, before fees and expenses. It is proposed that the Fund
will, subject to the passing of necessary resolution, seek to replicate, before
fees and expenses, the price and yield of the MVIS® Global Hydrogen Economy ESG
Index (the "Re-Named Index").
The Proposed Amendment is being proposed as part of the Company's continuous
review of its existing product range and due to increased demand for ESG
compliant investments. The Company believes that the Re-Named Index,
which consists of companies that meet certain Environmental, Social and
Governance ("ESG") standards, will increase its sustainable footprint by
focusing its investment strategy on sustainable investment strategies. The
difference between the current index and the Re-Named Index is limited to fact
that the Index Provider has now defined an ESG objective for the Index.
However, the implementation of the new ESG objective did not require any
changes to the current ESG characteristics, criteria and related exclusions for
the Index.
The anticipated tracking error and the risk profile of the Fund are expected to
remain the same, following the transition to the Re-Named Index. The Fund
composition is expected to change moderately to reflect the introduced ESG
constraints and targets. The Total Expense Ratio will not change as a result of
the proposed change to the Re-Named Index.
3 SHAREHOLDERS' APPROVAL
For the sanctioning of the resolution to approve the Proposed Amendment, the
Shareholder of the Fund must pass the ordinary resolution. The required quorum
at the Meeting is one shareholder present in person or by proxy.
If such approval is obtained, the changes, including the change of name of the
Fund, will be effected on or around 18 March 2022 ("Effective Date") subject to
the requisite regulatory approvals being obtained, with the exact date to be
announced via the regulatory news service of Euronext Dublin and to be
published in an appropriate manner in each of the other jurisdictions in which
the Fund's shares are listed on a stock exchange.
The supplement for the Fund and the Key Investor Information Document (KIID)
will be updated at the Effective Date or as soon as possible thereafter,
subject to the approval by the Central Bank of Ireland and subject to any
changes as may be required by the Central Bank of Ireland.
4 RECOMMATION
The Directors believe that the proposed resolution is in the best interests of
the shareholders of the Fund as a whole and, accordingly, recommend that you
vote in favour of the proposed resolution.
5 PUBLICATION OF RESULTS
The result of the EGM will be announced through the regulatory news service on
Euronext Dublin website and will be published in an appropriate manner in each
of the other jurisdictions in which the Company is listed on a stock exchange.
Yours faithfully,
Director
VanEck Vectors UCITS ETFs plc
APPIX 1
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF VanEck Vectors T Hydrogen Economy UCITS ETF (the "FUND")
a sub-fund of
VANECK VECTORS UCITS ETFs PLC (THE "COMPANY")
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the
shareholders of the Fund will be held at 33 Sir John Rogerson's Quay, Dublin 2,
Ireland on 2 March 2022 at 10:00 a.m. (Irish Time) for the following purpose:
RESOLUTION
That the investment objective of the Fund, as detailed in section 1 of the
Circular dated 10 February 2022, be changed to reflect the change of the index
of the Fund, subject to any amendments required by the Central Bank of Ireland.
By order of the Directors.
Dated this 10th day of February 2022
Tudor Trust Limited Registered in Dublin, Ireland - No: 192532.
Notes
Quorum
1 The required quorum at the meeting is one shareholder present
in person or by proxy. If a quorum is not present within half an hour from the
appointed time for the meeting, or if during a meeting a quorum ceases to be
present, the meeting shall stand adjourned to the following week (9 March 2022)
at the same time and place, or to such other day and at such other time and
place as the Directors may determine.
Entitlement to attend and vote
2 Only a registered shareholder is entitled to attend, speak, ask
questions and vote at the meeting (or any adjournment thereof). As 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 sub-funds under the ICSD settlement model, investors in the
sub-fund should submit their voting instructions through the relevant ICSD or
the relevant participant in an ICSD (such as a local central securities
depositary). If any investor has invested in the sub-fund through a broker/
dealer/other intermediary, the investor should contact this entity or its
relevant proxy voting agent to provide voting instructions.
Appointment of proxies
3 A form of proxy is enclosed with this Notice of the EGM for use
by registered shareholders. As mentioned above, investors in the sub-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. 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 at the offices of the
office of the Company Secretary, Tudor Trust Limited, 33 Sir John Rogerson's
Quay, Dublin 2, Ireland, so as to be received no later than 24 hours before the
time appointed for the EGM or any adjournment thereof or (in the case of a poll
taken otherwise than at or on the same day as the EGM or adjourned EGM) at
least 24 hours before the taking of the poll at which it is to be used. Any
alteration to the form of proxy must be initialled by the person who signs it.
4 Subject to the Articles of Association of the Company and
provided it is received at least 24 hours before the time appointed for the
holding of the EGM or any adjournment thereof or (in the case of a poll taken
otherwise than at or on the same day as the EGM or adjourned EGM) at least 24
hours before the taking of the poll at which it is to be used, the appointment
of a proxy may also be submitted electronically to tudortrust@dilloneustace.ie
entering the company name.
Voting rights and total number of issued shares in the sub-fund
5 At the EGM, the resolutions put to the vote of the meeting may
be decided on a poll. On a poll every shareholder shall have one vote for every
share of which he is the shareholder.
6 Where a poll is taken at an EGM any member, present or by
proxy, holding more than one share is not obliged to cast all his/her votes in
the same way.
7 Ordinary resolutions require to be passed by a simple majority
of members voting in person or by proxy. Special resolutions require a majority
of not less than 75% of votes cast by those who vote either in person or in
proxy to be passed.
APPIX 2
FORM OF PROXY
VanEck VectorsT Hydrogen Economy UCITS ETF (the "Fund")
a sub-fund of
VANECK VECTORS UCITS ETFs PLC (THE "COMPANY")
I/We* of
being a Shareholder in the Fund and entitled to vote, hereby appoint the
Chairman of the Meeting or failing him/her Laura Tully of 33 Sir John
Rogerson's Quay, Dublin 2, Ireland or failing her a representative of Tudor
Trust Limited as my/our* proxy to vote for me/us* on my/our* behalf at the
Extraordinary General Meeting of the Company to be held at 33 Sir John
Rogerson's Quay, Dublin 2, Ireland on 2 March 2022 at 10:00 a.m. (Irish Time)
or any reconvened meeting thereof.
(*delete as appropriate)
Signature:
Date: 2022
Please indicate with an "X" in the spaces below how you wish your vote to be
cast in respect of the resolution. If no specific direction as to voting is
given, the proxy will vote or abstain from voting at his/her discretion. If you
elect to abstain from voting with respect to the 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.
RESOLUTION: For Against Abstain
1. That the investment objective of the Fund, as detailed
in section 1 of the Circular dated 10 February 2022, be
changed to reflect the change of the index of the Fund,
subject to any amendments required by the Central Bank of
Ireland.
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
____________________________________________________________________
____________________________________________________________________________
Notes
1 A shareholder must insert his/her full name and registered
address in type or block letters. In the case of joint accounts the names of
all holders must be stated. Please insert your name(s) and address in BOLD TYPE
and sign and date the form.
2 Only a registered shareholder is entitled to attend, speak, ask
questions and vote at the Meeting (or any adjournment thereof). As 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 sub-funds under the ICSD settlement model, physical attendance of
investors who are not registered shareholders does not take place at general
meetings of the Fund or of the Company and investors in the Fund should send
voting instructions through the relevant ICSD or the relevant participant in an
ICSD (such as a local central securities depository). If any investor has
invested in the Fund through a broker/dealer/other intermediary, the investor
should contact this entity or its relevant proxy voting agent to provide voting
instructions.
3 The Form of Proxy must:
· in the case of an individual shareholder, be signed by the
shareholder or his attorney; and
· in the case of a corporate shareholder, be executed under
its common seal or under the hand of some officer, attorney or other person
duly authorised to act on its behalf.
4 Indicate by placing a cross in the appropriate box how you wish
your votes to be cast in respect of each resolution. If no mark is made, your
proxy may vote or abstain at his/her discretion. On any other business not
specified in the Notice of Meeting and arising at the Meeting, the proxy will
act at his or her discretion.
5 To be valid, this form (and, if applicable, any power of
attorney or other authority under which it is signed or a notarially certified
copy thereof) must be completed and deposited at the office of the Company
Secretary, Tudor Trust Limited, at 33 Sir John Rogerson's not less than 24
hours before the time appointed for the holding of the meeting by post or by
fax at +353 (0) 1 667 0042 for the attention of Laura Tully. Citivic Nominees
may send their signed Form of Proxy by e-mail to tudortrust@dilloneustace.ie.
Any proxy form deposited less than 24 hours before the time of the meeting may
only be treated as valid at the discretion of the Directors. Failure to return
the proxy form by the required time will (subject to the aforementioned
discretion of the Directors) result in the proxy form being void and your proxy
will not be entitled to vote on your behalf as directed.
APPIX 3
Proposed amendments to the Index and investment objective
Investment Objective
"The Fund's investment objective is to replicate, before fees and expenses, the
MVIS® Global Hydrogen Economy ESG Index (the Index). For a further description
of the Index see the section entitled Information on the Index below". The
difference between the current index and the Re-Named Index is limited to fact
that the Index Provider has now defined an ESG objective for the Index.
However, the implementation of the new ESG objective did not require any
changes to the current ESG characteristics, criteria and related exclusions for
the Index.
Information on the Index
The Index is a global index that mainly tracks the performance of the global
hydrogen segment and also considers fuel cell companies and industrial gases
companies. The Index includes mainly companies with at least 50% (25% for
current components) of their revenues from hydrogen projects or projects that
have the potential to generate at least 50% of their revenues from the hydrogen
industry when developed. Due to the lack of pure-play companies in the global
hydrogen segment, the Index will also consider companies with at least 50% (25%
for current components) of their revenues from fuel cells or industrial gases
projects or projects that have the potential to generate at least 50% of their
revenues from the fuel cell industry or the industrial gases industry.
The Index considers ESG factors as further detailed in the Index methodology
available on the Index Providers website. The Index Provider will utilize ESG
data provided by ISS. Companies with very severe social norms violations, have
greater than 0% revenue exposure to controversial weapons, or that exceed
certain thresholds of revenue exposure to various sectors including but not
limited to civilian firearms, tobacco, and energy extractives are not eligible
for inclusion. Further, companies that are not covered by ISS or for which
relevant data fields are not collected by ISS may be eligible for inclusion.
The Index employs a capping scheme to ensure diversification. All companies are
ranked by their free-float market capitalisation. The maximum weight for any
single component is 10% for companies which derive greater than 50% of its
revenue in hydrogen, fuel cells or technologies that are directly connected to
the hydrogen economy. However, the maximum weight for companies producing
industrial gases, using the technology for their products or being otherwise
involved in the hydrogen economy is 8% per single component. If a component
exceeds the maximum weight at the time of the Index rebalancing, then the
weight of such component's weighting will be reduced to the maximum weight and
the excess weight shall be redistributed proportionally across all other
(uncapped) Index constituents. This process is repeated until no component
weight exceeds the respective maximum weight.
The Index components are reviewed on a quarterly basis based on the closing
data on the last business day in February, May, August and November. If a
company does not trade on the last business day in February, May, August or
November, the last available price for this company will be used during the
review process. The underlying index data (e.g. new number of shares, new
free-float factors and new weighting cap factors) is announced on the second
Friday in a quarter-end month (i.e. March, June, September and December). The
weighting cap factors are based on closing data of the Wednesday prior to the
second Friday in a quarter-end month (i.e. March, June, September and
December).
Changes to the Index will be implemented and based on the closing prices of the
third Friday of every quarter-end month (i.e. March, June, September and
December). If the third Friday is not a business day, the review will take
place on the last business day before the third Friday. If a company does not
trade on the third Friday of a quarter-end month, then the last available price
for this company will be used. Changes become effective on the next business
day.
The target coverage of the Index is at least 90% of the free-float market
capitalisation of the investable universe with at least 25 companies.
The following steps will be followed and form the Index review procedure:
1. All stocks in the investable universe are sorted in terms of free-float
market capitalisation in descending order.
2. Stocks covering the top 85% of the free-float market capitalisation of the
investable universe qualify for selection.
3. Existing components between the 85th and 98th percentiles also qualify for
the Index.
4. If the coverage is still below 90% or the number of components in the
Index is still below 25, the largest remaining stocks will be selected until
coverage of at least 90% is reached and the number of stocks equals 25.
5. If the number of eligible companies remains below 25, additional companies
are added by the Index Provider's from the investable universe until the number
of stocks equals 25.
For all corporate events that result in a stock deletion from the Index, the
deleted stock will be replaced with the highest ranked non-component on the
most recent selection list immediately only if the number of components in the
Index would drop below 20. The replacement stock will be added at the same
weight as the deleted stock. Only in case the number of components drops below
its minimum due to a merger of two or more index components, the replacement
stock will be added with its uncapped free-float market capitalisation weight.
In all other cases, i.e. there is no replacement, the additional weight
resulting from the deletion will be redistributed proportionally across all
other index constituents.
END
(END) Dow Jones Newswires
February 10, 2022 10:44 ET (15:44 GMT)
Vaneck Hydrogen (LSE:HDGB)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Vaneck Hydrogen (LSE:HDGB)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
