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Legal & General Group PLC — Proxy Solicitation & Information Statement 2026
Feb 6, 2026
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Proxy Solicitation & Information Statement
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To approve the proposed amendments to the Sub-Fund which are contained in this notice to shareholders and to authorise the directors of Legal & General UCITS ETF plc to give effect to the changes pending regulatory approval from the Central Bank of Ireland.
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.
LEGAL & GENERAL UCITS ETF PUBLIC LIMITED COMPANY
(an open-ended investment company with variable capital structured as an umbrella fund with segregated liability between its sub-funds)
EXTRAORDINARY GENERAL MEETING OF
L&G Emerging Markets ESG Exclusions Paris Aligned UCITS ETF
(the "Sub-Fund")
(ISIN: IE000CBYU7J5)
TO BE HELD ON
26th February 2026
If you have sold or transferred all of your shares in the Sub-Fund 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.
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Registered Office: Legal & General UCITS ETF plc 70 Sir John Rogerson's Quay Dublin 2 Ireland https://am.landg.com
4 th February 2026
Dear Shareholder,
1. Extraordinary General Meeting of the Sub-Fund
Attached is the notice of an Extraordinary General Meeting of the Sub-Fund, a sub-fund of Legal & General UCITS ETF plc (the "Company") to be held at 3pm on 26th February 2026 (the "EGM") and a form of proxy.
As the Sub-Fund uses the International Central Securities Depository ("ICSD") model of settlement and The Bank of New York (Depository) Nominees Limited is the sole registered shareholder of shares in the Sub-Fund under the ICSD settlement model, investors in the Sub-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 Sub-Fund through a broker/dealer/other intermediary, the investor should contact this entity or its relevant proxy voting agent to provide voting instructions.
2. Background
The Sub-Fund currently tracks the Foxberry Sustainability Consensus Emerging Markets Total Return Index (the "Current Index"). Following the acquisition of Foxberry by MSCI, the Current Index will be discontinued. As a result of this and after careful consideration, the Board of Directors of the Company (the "Board") wishes to inform Shareholders of the intention to change the index tracked by the Sub-Fund in the manner set out below:
| Current Index | New Index |
|---|---|
| Foxberry Sustainability Consensus Emerging | Solactive Core Emerging Markets Large & |
| Markets Total Return Index | Mid Cap USD Index NTR |
3. The business of the EGM
Ordinary Resolution
The purpose of the EGM is to consider, and if thought fit, pass an ordinary resolution of the Sub-Fund (the "Ordinary Resolution") to change the investment objective of the Sub-Fund.
As a result of the change of index, the Board has determined that it would be appropriate to amend the investment objective in the manner set out below:
| Current Investment Objective | New Investment Objective | |||
|---|---|---|---|---|
| The investment objective of the L&G |
The investment objective of the Fund is to | |||
| Emerging Markets ESG Exclusions Paris | provide exposure to the large and mid-cap | |||
| Aligned UCITS ETF (the "Fund") is to | equity market in emerging markets. | |||
| provide low carbon emission exposure to the | ||||
| large and mid-cap equity market in emerging | ||||
| markets. |
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4. Recommendation
The Board believes that the resolution to be proposed at the EGM is in the best interests of the Sub-Fund and the Sub-Fund's investors as a whole and, accordingly, the Directors strongly recommend that you vote in favour of the resolution at the EGM.
5. Other proposed changes to the Sub-Fund which do not require a Shareholder vote
As a result of the change of index, the Board has determined it appropriate to re-categorise the Sub-Fund under the European Sustainable Finance Disclosure Regulation (the "SFDR") from a fund to which Article 9 of the SFDR applies to a fund to which Article 8 of the SFDR applies1 .
As a result, it is proposed that the following changes are also made to the supplement to the prospectus for the Company in respect of the Sub-Fund (the "Supplement"):
- a) The name of the Sub-Fund is proposed to change from L&G Emerging Markets ESG Exclusions Paris Aligned UCITS ETF to L&G Emerging Markets Equity UCITS ETF;
- b) The index tracked by the Sub-Fund is proposed to change in the manner set out below and mentioned above:
| Current Index | New Index | ||
|---|---|---|---|
| Foxberry Sustainability Consensus | Solactive Core Emerging Markets Large & | ||
| Emerging Markets Total Return Index | Mid Cap USD Index NTR |
- c) The "Sustainability" section of the Supplement and the PCD Annex for the Sub-Fund are proposed to be updated to reflect the re-categorisation of the Sub-Fund as a fund to which Article 8 of the SFDR applies;
- d) The "Index Description" section of the Supplement is proposed to be updated to reflect the change of index;
- e) The Total Expense Ratio (TER) is proposed to be updated to reflect a reduction from 0.25% to 0.16%; and
- f) The German taxation disclosure has been removed from the main body of the Supplement and is included in the country specific supplements.
Changes (a) to (e) above are being made as result of the change of index referred to above. It is proposed that the changes (a) to (e) above be made irrespective of the result of the EGM due to the termination of the Current Index. These changes are subject to the approval by the Central Bank of Ireland (the "Central Bank"), however they do not require Shareholder approval and are set out in Appendix A for notification purposes only.
6. Costs
LGIM Managers (Europe) Limited, as manager of the Company, will pay the costs of mailing shareholders, holding the EGM (and any adjournment thereof) and any additional operational costs (excluding realignment and portfolio restructuring costs) and legal costs related to the proposed changes.
7. Publication of Results, Effective Date and revised Supplement
The results of the EGM will be announced through the regulatory news service on the London Stock Exchange website and will be published in an appropriate manner in each of the other jurisdictions in which the Sub-Fund is listed on a stock exchange. The results will also be available at https://am.landg.com.
1 Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector.
Article 8 of the SFDR applies to a fund that promotes, among other characteristics, environmental or social characteristics, or a combination of those characteristics, provided that the companies in which the investments are made follow good governance practices.
Article 9 of the SFDR applies to a fund that has sustainable investment (within the meaning of the SFDR) as its objective including a fund, such as the Sub-Fund, that has a reduction in carbon emissions as its objective.
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The changes subject of the Ordinary Resolution, if approved at the EGM, and the changes set out at (a) to (e) above and at Appendix A will be effected on or around 2 nd March 2026, with the exact date to be announced through the regulatory news service on the London Stock Exchange website and to be published in an appropriate manner in each of the other jurisdictions in which the Sub-Fund's shares are listed on a stock exchange (the "Effective Date").The Supplement and the Key Investor Information Document (the "KIID") or the Key Information Document (the "KID") for the Sub-Fund will be updated on or around the Effective Date to reflect the changes set out at Appendix A and, if approved, the change to the investment objective of the Sub-Fund. The updates are subject to the approval by the Central Bank and subject to any changes as may be required by the Central Bank.
Further information will be made available at:
- https://am.landg.com;
- the office of the Manager (LGIM Managers (Europe) Limited) at 70 Sir John Rogerson's Quay, Dublin 2, Ireland; and
- the offices of the relevant paying and information agents relevant to each country in which the Sub-Funds have been registered for public distribution.
The sales prospectus, the basic information sheets, the company's articles of association and the annual and semi-annual reports are available free of charge from the representative.
Should you have any queries, please do not hesitate to contact:
Legal & General Investment Management Limited
Tel: 0345 070 8684
Email: [email protected]
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Appendix A
Proposed changes to the Supplement.
These changes are subject to the approval by the Central Bank.
| Existing Supplement Disclosure | Updated Supplement Disclosure | ||||
|---|---|---|---|---|---|
| Current Name | New Name | ||||
| L&G Emerging Markets ESG Exclusions Paris Aligned UCITS ETF |
L&G Emerging Markets Equity UCITS ETF | ||||
| Current Index | New Index | ||||
| Foxberry Sustainability Consensus Emerging Markets Total Return Index |
Solactive Core Emerging Markets Large & Mid Cap USD Index NTR |
||||
| Current Investment Objective | New Investment Objective | ||||
| The investment objective of the L&G Emerging Markets ESG Exclusions Paris Aligned UCITS ETF (the "Fund") is to provide low carbon emission exposure to the large and mid-cap equity market in emerging markets. |
The investment objective of the Fund is to provide exposure to the large and mid-cap equity market in emerging markets. |
||||
| Current Sustainability Disclosure | New Sustainability Disclosure | ||||
| The Fund has a low carbon emission objective and therefore it is a financial product referred to in Article 9 of the SFDR. It is expected that through the attainment of the Fund's sustainable investment objective, this Fund will contribute to the following environmental objectives set out in Article 9 of the Taxonomy Regulation: (a) climate change mitigation; (b) climate change adaptation. Further information on the sustainable objective of the Fund can be found in the Sustainability Disclosure annex of this Fund Supplement. |
The Fund promotes environmental and social characteristics, and therefore it is a financial product referred to in Article 8 of the SFDR. Further information on the environmental and social characteristics of the Fund can be found in the Sustainability Disclosure annex of this Fund Supplement. |
Current Index Description
The Index is an equity index based on the Solactive GBS Emerging Markets Large & Mid Cap USD Index NTR, which is designed to be a benchmark for emerging market equities and measures the performance of large and mid-cap publicly traded companies from emerging markets which satisfy minimum criteria relating to liquidity and size (the "Underlying Universe").
The Index has been designed by Foxberry Limited (the "Index Provider") to meet the requirements set out for EU PABs in the Commission Delegated Regulation (EU) 2020/1818 supplementing Regulation (EU) 2016/1011 of the European Parliament and European Council with regards to the minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (the "PAB Regulation") in order to be designated as an EU PAB.
New Index Description
The Index is designed to be a benchmark for emerging market equities and measures the performance of large and mid-cap publicly traded companies from emerging markets which satisfy minimum criteria relating to liquidity and size and excludes companies in the Investment Manager's Future World Protection List. The list consists of companies that fail to meet minimum standards of globally accepted business practices, including for example perennial violators of the United Nations Global Compact, companies involved in the manufacture and production of controversial weapons; and certain companies involved in mining and extraction of thermal coal or oil sands and thermal coal power generation. The Investment Manager aims to continuously evolve the methodology of this list in line with developing market practices.
The constituents are weighted according to their "free-float market capitalisation" which is a
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Existing Supplement Disclosure Updated Supplement Disclosure
The Index is constructed from the Underlying Universe by applying certain exclusions as determined by the Foxberry Sustainability Committee (the "Sustainability Committee") in accordance with exclusion guidelines (the "Exclusion Guidelines") in order to meet or exceed the exclusion and decarbonisation trajectory in line with the Paris Agreement, together with additional exclusions as further set out below and in the Index methodology document.
The Sustainability Committee is comprised of individuals or representatives of organisations, including the Index Provider, that have demonstrated sufficient expertise in or commitment to areas of sustainability, including but not limited to environmental issues, governance issues and ethical considerations.
Exclusion Guidelines based on the requirements under the PAB Regulation:
- (i) companies involved in any activities related to controversial weapons;
- (ii) companies involved in the cultivation and production of tobacco;
- (iii) companies in violation of the United Nations Global Compact (UNGC) principles or the OECD guidelines for multinational enterprises;
- (iv) companies deriving a percentage of their revenues in excess of the threshold determined by the Index Provider from any of the following activities:
- a. exploration, mining, extraction, distribution or refining of hard coal and lignite;
- b. exploration, extraction, distribution or refining of fossil fuels;
- c. exploration, extraction, manufacturing or distribution of gaseous fuels;
- d. electricity generation with a greenhouse gas ("GHG") intensity in excess of a level determined by the Index Provider.
Additional Exclusion Guidelines:
- (i) companies deriving revenue from the mining of thermal coal and its sale to external parties;
- (ii) companies deriving revenue from unconventional oil and gas;
- (iii) companies with material stranded assets;
- (iv) companies deriving a percentage of their revenues from environmentally harmful activities (as determined by the Index methodology document) in excess of the
measure of the total market value of the proportion of a company's shares that are publicly traded (i.e. "floating") in the stock market as opposed to locked-in shares held by promoters, company officers, controlling-interest investors, or government authorities.
The Index is calculated in USD.
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| Existing Supplement Disclosure | Updated Supplement Disclosure |
|---|---|
| threshold determined by the Index Provider; (v) companies not conforming to minimum standards of business practice as determined by the Index Provider. |
|
| The Sustainability Committee constructs the list of stocks that are not excluded by the Exclusion Guidelines (the "Eligible Stocks") such that they follow the required decarbonisation trajectory (i.e. a minimum annual reduction in emissions). In addition, a weighting adjustment is applied in order to ensure that the aggregate weight of sectors that should actively reduce GHG emissions should not be less than the aggregate weight of these sectors in the Underlying Universe. |
|
| The Sustainability Committee provides the Eligible Stocks to the Index Provider for consideration for inclusion in the Index. On each Selection Day all Eligible Stocks that are included in the Underlying Universe shall be deemed to be constituents of the Index. Selection Day means each business day falling on or immediately following the second Thursday in March, June, September and December. |
|
| The Index constituents are weighted according to their "free-float market capitalisation" which is a measure of the total market value of the proportion of a company's shares that are publicly traded (i.e. "floating") in the stock market as opposed to locked-in shares held by promoters, company officers, controlling-interest investors, or government authorities. A maximum weight per Index constituent of 20% is applied. |
|
| The Index is calculated in USD. | |
| Current TER | New TER |
| 0.25% | 0.16% |
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LEGAL & GENERAL UCITS ETF PUBLIC LIMITED COMPANY NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF L&G EMERGING MARKETS ESG EXCLUSIONS PARIS ALIGNED UCITS ETF
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 Extraordinary General Meeting (the "EGM") of the registered shareholders of L&G Emerging Markets ESG Exclusions Paris Aligned UCITS ETF (the "Sub-Fund") will be held at the registered office of the Company located at 70 Sir John Rogerson's Quay, Dublin 2, Ireland on 26th February 2026 at 3pm. for the purposes of transacting the following business:
The business of the EGM
To consider, and if thought fit, pass the following resolution as an ordinary resolution of the Sub-Fund:
Ordinary Resolution
"That the investment objective of L&G Emerging Markets ESG Exclusions Paris Aligned UCITS ETF (to be renamed L&G Emerging Markets Equity UCITS ETF) is hereby changed to read as follows "The investment objective of the Fund is to provide exposure to the large and mid-cap equity market in emerging markets."".
By order of the Board
Matsack Trust Limited Company Secretary
Dated this the 4 day of February, 2026
Notes:
-
- Only the Sub-Fund's shareholders registered in the register of shareholders of the Company are entitled to attend and vote at the EGM or at any adjournment thereof.
-
- As the Company uses the International Central Securities Depositary ("ICSD") settlement model, The Bank of New York Depository (Nominees) Limited is the only registered shareholder of the Sub-Fund.
-
- The Bank of New York Depository (Nominees) Limited, being the only registered shareholder of the Sub-Fund, is entitled to appoint a proxy or an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a shareholder of the Sub-Fund.
-
- Investors in the Sub-Fund should submit their voting instructions through an ICSD or through a participant in the ICSD being their local central securities depositary (which in turn should be instructed to submit their voting instructions to the ICSD) to ensure the sole registered shareholder of the Sub-Fund votes in accordance with their instructions. Investors who have invested in the Sub-Fund via their brokers, dealers or intermediaries should contact these entities to provide voting instructions to the ICSD on their behalf. In accordance with their respective rules and procedures, each ICSD is required to collate and transfer all votes received from its participants to the Company's common depositary, The Bank of New York Mellon, London Branch of 160 Queen Victoria Street, London EC4V 4LA, United Kingdom (the "Common Depositary"), and the Common Depositary is, in turn, required to collate and transfer all votes received from each ICSD to The Bank of New York Depository (Nominees) Limited which is obligated to vote in accordance with the Common Depositary's voting instructions. Investors should consult with their brokers, dealers or intermediaries to understand any timing implications for them in this regard.
-
- The required quorum at the EGM is one person, being a registered shareholder or a proxy for a registered shareholder, or a duly authorised representative of a corporate registered 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
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meeting such a quorum is not present within half an hour from the time appointed for holding the meeting, then the registered shareholders present shall be a quorum.
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- To be valid, a completed proxy form and any authority under which they are executed must be sent to the Company Secretary at 70 Sir John Rogerson's Quay, Dublin 2, Ireland or by e-mail to [email protected]. Proxy forms and any authority under which they are executed must be received by the Company Secretary not less than 24 hours before the time appointed for the holding of the 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 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.
-
- At the EGM, the resolutions put to the vote of the meeting shall be decided on a poll. On a poll every shareholder in person or by proxy shall have one vote for every share of which he/she is the holder.
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LEGAL & GENERAL UCITS ETF PUBLIC LIMITED COMPANY L&G EMERGING MARKETS ESG EXCLUSIONS PARIS ALIGNED UCITS ETF (the "Sub-Fund") PROXY FORM
| *I/We(Shareholder name) | |||
|---|---|---|---|
| of(Shareholder address) | |||
| being a Shareholder of the above named Sub-Fund hereby appoint | |||
| (proxy name) | |||
| of(proxy address) | |||
| or failing him/her, the Chairman of the meeting or failing him/her any one director of the Company or failing one of them, any other representative of Matsack Trust Limited, 70 Sir John Rogerson's Quay, Dublin 2, Ireland as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Sub-Fund to be held at the registered office of the Company located at 70 Sir John Rogerson's Quay, Dublin 2, Ireland on 26th February 2026 at 3 p.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/her discretion. |
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| 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. |
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| RESOLUTION | FOR | AGAINST | ABSTAIN |
| Ordinary Resolution That the investment objective of L&G Emerging Markets ESG Exclusions Paris Aligned UCITS ETF (to be renamed L&G Emerging Markets Equity UCITS ETF) is hereby changed to read as follows "The investment objective of the Fund is to provide exposure to the large and mid-cap equity market in emerging markets". |
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| 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 |
Notes:
-
- A registered shareholder must insert his/her full name and registered address, and the full name and registered address of the relevant proxy, in type or block letters. In the case of joint accounts the names of all holders must be stated.
-
- As the Company uses the International Central Securities Depositary ("ICSD") settlement model, The Bank of New York Depository (Nominees) Limited is the only registered shareholder of the Company. Investors in
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the Company's sub-funds should submit their voting instructions through an ICSD or through a participant in the ICSD.
If you desire to appoint a proxy other than the Chairman or the other listed personnel of the meeting, please insert his/her name and address in the space provided above.
-
- The proxy form must:
- i) in the case of an individual shareholder, be signed by the registered shareholder or his attorney; and
- ii) in the case of a corporate registered 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 registered shareholder.
-
- This proxy and any authority under which it is executed must be sent to the Company Secretary c/o The Company Secretary, 70 Sir John Rogerson's Quay, Dublin 2, Ireland. Alternatively, registered shareholders may send their proxy forms and any authority under which they are executed by e-mail to [email protected]. Proxy forms and any authority under which they are executed must be received by the Company Secretary not less than 24 hours before the time appointed for the holding of the 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 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.