Pre-Annual General Meeting Information • Aug 6, 2020
Pre-Annual General Meeting Information
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RNS Number : 3854V
PIMCO ETFs Public Limited Company
06 August 2020
__________________________________________________________________________________
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, tax adviser, accountant or other independent financial adviser. If you have sold or transferred all of your Shares in PIMCO ETFs plc, please pass this document at once 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. The Directors of PIMCO ETFs plc are the persons responsible for the information contained in this document. Please note that this document is not reviewed by the Central Bank of Ireland.
CIRCULAR TO SHAREHOLDERS OF
PIMCO Euro Short Maturity UCITS ETF
PIMCO US Dollar Short Maturity UCITS ETF
PIMCO Sterling Short Maturity UCITS ETF
PIMCO Emerging Markets Advantage Local Bond Index UCITS ETF
PIMCO US Short-Term High Yield Corporate Bond Index UCITS ETF
PIMCO Covered Bond UCITS ETF
PIMCO Euro Low Duration Corporate Bond UCITS ETF
PIMCO US Low Duration Corporate Bond UCITS ETF
PIMCO Euro Short-Term High Yield Corporate Bond Index UCITS ETF
each sub-funds of
PIMCO ETFs plc
(An open-ended umbrella type investment company with variable capital and with segregated liability between Funds incorporated with limited liability in Ireland under the Companies Act 2014 with registered number 489440 and established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011, as amended).
NOTICE CONVENING AN ANNUAL GENERAL MEETING TO BE HELD ON 16 SEPTEMBER, 2020 IS SET OUT IN APPENDIX I. IF YOU DO NOT PROPOSE TO ATTEND THE ANNUAL GENERAL MEETING YOU ARE REQUESTED TO COMPLETE AND RETURN THE RELEVANT FORM OF PROXY SET OUT IN APPENDIX II BY 1 P.M. ON 14 SEPTEMBER, 2020 AT THE LATEST IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED THEREON.
FORMS OF PROXY ARE SET OUT IN APPENDIX II AND SHOULD BE RETURNED NO LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE HOLDING OF THE ANNUAL GENERAL MEETING TO:
Ciara Timon
State Street Fund Services (Ireland) Limited
78 Sir John Rogerson's Quay, Dublin 2, D02 HD32, Ireland
or
Fax No. +353 1 4161450
PIMCO ETFs plc - (the "Company")
PIMCO Euro Short Maturity UCITS ETF
PIMCO US Dollar Short Maturity UCITS ETF
PIMCO Sterling Short Maturity UCITS ETF
PIMCO Emerging Markets Advantage Local Bond Index UCITS ETF
PIMCO US Short-Term High Yield Corporate Bond Index UCITS ETF
PIMCO Covered Bond UCITS ETF
PIMCO Euro Low Duration Corporate Bond UCITS ETF
PIMCO US Low Duration Corporate Bond UCITS ETF
PIMCO Euro Short-Term High Yield Corporate Bond Index UCITS ETF
(the "Funds")
5 August, 2020
Dear Shareholder,
1. Introduction
As you are aware, the Company is an investment company with variable capital and with segregated liability between Funds, incorporated with limited liability under the laws of Ireland, authorised on 9 December, 2010 by the Central Bank of Ireland (the "Central Bank") pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended (the "Regulations"). The Company is an umbrella company, which comprises a number of sub-funds.
Unless the context otherwise requires and except as varied or otherwise specified in this circular, words and expressions (including defined terms) used in the circular shall bear the same meaning as in the current Prospectus of the Company.
The Directors will convene an annual general meeting of the Shareholders of the Company on 16 September, 2020, at which the following matters will be presented to the Shareholders:
General Business
(a) To receive and consider the Directors' report, the Auditor's report and financial statements for the fiscal year ended 31 March, 2020 and to review the Company's affairs
Shareholders will be asked to receive and consider the Directors' report, the Auditor's report and financial statements for the fiscal year ended 31 March, 2020 (which are available at www.pimco.com) and to review the Company's affairs.
(b) To appoint Grant Thornton as Auditors to the Company
Shareholders will be asked to approve the appointment of Grant Thornton as Auditors to the Company.
(c) To authorise the Directors to fix the remuneration of the Auditors
Shareholders will be asked to authorise the Directors to fix the annual remuneration of the Auditors.
2. Shareholders' Approval
For the sanctioning of the ordinary resolutions in relation to the appointment of Grant Thornton as Auditors to the Company and the authorisation of the Directors to fix the remuneration of the Auditors, a majority of the Shareholders, consisting of fifty-one per cent (51%) or more of the total number of votes cast, present in person or by proxy, who cast votes at the annual general meeting of the Shareholders, are required to vote in favour of it.
The quorum for the annual general meeting of the Company is two Shareholders present (in person or by proxy). If within half an hour from the time appointed for the annual general meeting, a quorum is not present, it shall be adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine.
If you are a registered holder of Shares, you will receive a proxy form with this circular. Please read the notes printed on the form, which will assist you in completing the proxy form, and return the proxy form to us. To be valid, your appointment of proxy must be received no later than 48 hours before the time appointed for the annual general meeting and therefore by 1 p.m. on 14 September, 2020 (Irish time) at the latest. You may attend and vote at the annual general meeting even if you have appointed a proxy.
3. Director's Recommendation
We believe that the proposed resolutions are in the best interests of the Shareholders as a whole and therefore recommend that you vote in favour of the proposals. These proposals do not change the value of your investments.
Shareholders may continue to redeem their investments in the Company free of charge on any Dealing Day in accordance with the provisions of the Prospectus.
4. Notice and Proxy Forms
Details of the specific resolutions which Shareholders will be asked to approve are detailed in the notice and proxy form attached to this circular.
This circular is accompanied by the following documents:
1. Notice of the annual general meeting of the Company to be held at 1 p.m. on 16 September, 2020 at the offices of State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, D02 HD32, Ireland (Appendix I);
2. A proxy form which allows you to cast your vote by proxy (Appendix II);
3. Audited accounts for the Company prepared for the fiscal year ended 31 March, 2020 which include a statement of the assets and liabilities of each of the Funds.
If you are unable to attend the annual general meeting but wish to exercise your vote, please complete the attached proxy form and return it to:
Ciara Timon,
State Street Fund Services (Ireland) Limited,
78 Sir John Rogerson's Quay,
Dublin 2,
D02 HD32,
Ireland.
To be valid, the proxy forms must be received at the above address or fax no. +353 1 4161450 no later than 48 hours before the time fixed for the holding of the annual general meeting.
For any questions regarding this matter, Shareholders may consult their financial adviser, the Company's appointed representative in that country or the Administrator. The Administrator may be contacted via e-mail at [email protected], or by telephone as follows:
EMEA: +353 1 776 9990
Hong Kong: +852 35561498
Singapore: +65 68267589
Americas: +1 416 5068337
Yours faithfully,
_________________
Director,
For and on behalf of
PIMCO ETFs plc
APPENDIX I
Notice of Annual General Meeting
PIMCO ETFs PLC
(the "Company")
PIMCO Euro Short Maturity UCITS ETF
PIMCO US Dollar Short Maturity UCITS ETF
PIMCO Sterling Short Maturity UCITS ETF
PIMCO Emerging Markets Advantage Local Bond Index UCITS ETF
PIMCO US Short-Term High Yield Corporate Bond Index UCITS ETF
PIMCO Covered Bond UCITS ETF
PIMCO Euro Low Duration Corporate Bond UCITS ETF
PIMCO US Low Duration Corporate Bond UCITS ETF
PIMCO Euro Short-Term High Yield Corporate Bond Index UCITS ETF
(the "Funds")
NOTICE IS HEREBY GIVEN that the annual general meeting of the Shareholders of the Company will be held at State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, D02 HD32, Ireland on 16 September, 2020 at 1 p.m. for the following purposes:
General Business
1. To receive and consider the Directors' report, the Auditor's report and financial statements for the fiscal year ended 31 March, 2020 and to review the Company's affairs.
2. To appoint Grant Thornton as Auditors to the Company.
3. To authorise the Directors to fix the remuneration of the Auditors.
4. Any other business.
____________________________________
For and on behalf of
State Street Fund Services (Ireland) Limited
Secretary
Dated this 5 day of August 2020
APPENDIX II
Note: A Shareholder entitled to attend and vote at the above meeting is entitled to appoint a proxy or
proxies to attend and vote in his/her stead. A proxy need not be a Shareholder.
PROXY FORM
PIMCO ETFs PLC
(the "Company")
I/We*
of
being a Shareholder/Shareholders* of the above named Company hereby appoint --the chairman
or, failing him/her, Ciara Timon, Fiona McMurray, Jacqui Horgan, Patrick Collins, Bernice Kelly or Ken Barry of State Street Fund Services (Ireland) Limited or, failing him/her,
of ____________________________________________________
as my/our* proxy to vote on my/our* behalf in the manner indicated below at the annual general meeting of the Company to be held at the registered office of the Company, c/o State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, D02 HD32, Ireland on 16 September, 2020 at 1 p.m. and at any adjournment thereof.
Signed __________________________
Dated this ------____ day of ___--______, 2020
(*delete as appropriate)
FOR CONSIDERATION AND REVIEW
To receive and consider the Directors' report, Auditor's report and financial statements for the fiscal year ended 31 March, 2020 and to review the Company's affairs.
ORDINARY RESOLUTIONS
For/Yes Against/No
| 1. To appoint Grant Thornton as Auditors to the Company. | ||
| 2. To authorise the Directors to fix the remuneration of the Auditors. |
Notes to Form of Proxy
1. Two members present in person or by proxy entitled to vote shall be a quorum for all purposes. If within half an hour from the time appointed for the annual general meeting, a quorum is not present, it shall be adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine. A member entitled to attend and vote at any such adjourned meeting is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. This notice shall be deemed to constitute due notice of any such adjourned meeting within the meaning of the Articles of Association.
2. A Shareholder may appoint a proxy of his own choice. If the appointment is made insert the name of the person appointed as proxy in the space provided. A person appointed to act as a proxy need not be a Shareholder.
3. If the appointer is a corporation, this form must be under the common seal or under the hand of an officer or attorney duly authorised on his behalf.
4. In the case of joint Shareholders, the signature of any one Shareholder will be sufficient, but the names of all the joint Shareholders should be stated.
5. If this form is returned without any indication as to how the person appointed proxy shall vote he will exercise his discretion as to how he votes or whether he abstains from voting.
6. To be valid, this form must be completed and deposited by mail or by fax for the attention of Ciara Timon, State Street Fund Services (Ireland) Limited, 78 Sir John Rogerson's Quay, Dublin 2, D02 HD32, Ireland or sent to fax number +353 1 4161450, not less than 48 hours before the time fixed for holding the annual general meeting or adjourned meeting.
7. If you have any questions regarding the information provided in this circular please contact PIMCO Shareholder Services at the following numbers: EMEA: +353 1 776 9990, Hong Kong: +852 35561498, Singapore: +65 68267589, Americas: +1 416 5068337. Alternatively, you may contact us by email at: [email protected].
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
END
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