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 INDEPENDENT LEGAL, TAX,
FINANCIAL OR PROFESSIONAL ADVISOR IMMEDIATELY.
VanEck Vectors
Morningstar US Wide Moat UCITS ETF
(THE “FUND”)
A SUB-FUND OF
VanEck Vectors™
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
3 December 2021 AS SET OUT IN
APPENDIX 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 Vectors™ 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: 15 November 2021
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 on 3 December 2021 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”). 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.
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.
1 PROPOSED
AMENDMENT 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 track, before fees and
expenses, the price and yield performance of the Morningstar® US
Sustainability Wide Moat Focus IndexSM (the
Index). For a further description of the Index see the section
entitled Information on the Index below”
2 RATIONALE
FOR THE PROPOSED AMENDMENT
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 Morningstar®
US Sustainability Moat Focus IndexSM (the “New
Index”). A mark-up showing the Proposed Amendment which
Shareholders are being asked to approve and further information on
the New Index is set out in Appendix 3.
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 New Index, which consists of companies that
meet certain minimum Environmental, Social and Governance
(“ESG”) standards, will increase its sustainable footprint
by focusing its investment strategy on sustainable investment
strategies. The differences between the prior index and the New
Index (which are both calculated by the same issuer) include, but
are not limited to, the following:
(a) ESG
screening: the New Index applies an ESG screening approach
which excludes companies, amongst others, are associated with
antipersonnel mines, biological and chemical weapons, cluster
weapons, depleted uranium, nuclear weapons, and white phosphorus
weapons; production of controversial weapons; manufacturing of
firearms sold to civilian customers; or Thermal Coal (extraction or
power generation); or which obtain more than 50% tobacco products
involvement by revenue or were involved in Controversies ranked
“severe” by Sustainalitics during the last 3 years. Additionally,
the index excludes companies that have Sustainalitics ESG Risk and
Carbon Risk scores of 30 and higher (equivalent to “High” or
“Severe”). The Index selection process targets a Sustainalytics ESG
Risk Score equivalent to top 32.5% of the respective Morningstar
Fund classification. The New Index promotes ESG characteristics,
therefore the Fund will qualify as a product subject to Article 8
of SFDR as of the Effective Date.
(b) Momentum
screening: the new Index screens out the worst 20% of stocks by
yearly performance in order to avoid “value trap” in the selection
process.
The anticipated tracking error and the risk profile of the Fund
are expected to remain the same, following the transition to the
New 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 New Index.
Subject to the passing of the ordinary resolution to amend the
investment objective of the Fund, it is proposed to change the name
of the Fund to VanEck Vectors Morningstar US Sustainable Wide Moat
UCITS ETF.
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 17 December 2021 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
RECOMMENDATION
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
APPENDIX 1
NOTICE OF EXTRAORDINARY GENERAL MEETING
OF VanEck Vectors
Morningstar US Wide Moat 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 3 December 2021 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 15 November
2021, 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 15th day of November 2021
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 (11 December 2021) 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 shall 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.
APPENDIX 2
FORM OF PROXY
VanEck Vectors
Morningstar US Wide Moat 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 3 December
2021 at 10:00 a.m. (Irish
Time) or any reconvened meeting thereof.
(*delete as appropriate)
Signature:
Date:
2021
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 15 November 2021, 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.
APPENDIX 3
Proposed
amendments to the Index and investment objective
Investment Objective
“The Fund’s investment objective is to track, before fees and
expenses, the price and yield performance of the Morningstar® US
Sustainability Wide Moat Focus IndexSM (the
Index). For a further description of the Index see the section
entitled Information on the Index below”
Information on the Index
The Index is designed to provide exposure to at least 40 of the
top equity securities in the Morningstar US Market Index (parent
index) that are rated as wide moat companies (being a company which
it is believed will have sustainability in its competitive
advantage(s)) and have the lowest current market price/ fair value
price determined in an independent research process by the
Morningstar equity research team. Companies selected into the Index
are compliant with Environmental, Sustainability and Governance
(ESG) criteria based on the Morningstar Sustainability Rating which
uses external data provided by Sustainalytics (a leading
independent ESG and corporate governance research, ratings, and
analytics firm) ESG research which aims to measure how well issuers
proactively manage ESG issues that are the most material to their
business.
To qualify for inclusion in the Morningstar® US
Sustainability Wide Moat Focus Index, all parent index constituents
must meet the following criteria:
- Company is assigned a wide moat classification by a Morningstar
equity research analyst
- Company is assigned a fair value price by a Morningstar equity
research analyst
- Company cannot be under review by a Morningstar equity research
analyst at time of index review.
- A company may go under review, either because the analyst is
incorporating new information into the valuation model or because
of a transition in analyst coverage.
- Morningstar equity research analysts strive to minimize the
amount of time a fair value is under review, particularly for
equity securities which have previously received a wide moat
rating, and therefore it is expected to be rare for a stock to drop
out of the index for this reason.
- Following an assessment of the above criteria, each company is
assigned an ESG and controversy score which is based on the
Morningstar Sustainability Rating and external ESG data sources. To
be eligible for inclusion in the Index, the relevant company must:
- hold a controversy score (assessed based on severity of
incidents, the corporations’ accountability, and whether they form
part of a pattern of corporate misconduct) of 4 (out of 5) or lower
throughout the trailing 3 years;
- ESG Risk Category must be “Medium”, “Low” or “Negligible”;
- If security is rated for Carbon Risk, its category cannot be
High or Severe (Carbon Risk Score must be less than 30)
- A company must
- not have more than 50% tobacco products involvement by
revenue;
- not have any involvement in production of controversial weapons
(as defined by third-party Sustainalytics Global Compact Compliance
Service exclusionary lists);
- not have any involvement in the manufacturing of firearms sold
to civilian customers; and
- not have any involvement in Thermal Coal (extraction or power
generation).
The Sustainalytics company-level ESG Risk Score measures the
degree to which a company's economic value may be at risk driven by
materially relevant ESG factors. The ESG Risk Score is based on a
two dimensional materiality framework that measures a company's
exposure to subindustry-specific material risks and how well a
company is managing those risks. ESG Risk Scores are categorized
across five risk levels: negligible, low, medium, high and severe.
The scale is from 0-100, with 100 being the most severe.
Sustainalytics controversy scores are determined based on
ESG-related incidents, which are assessed through a framework that
considers the severity of incidents, the corporation’s
accountability and whether the incidents form part of a pattern of
corporate misconduct; a Sustainalytics controversy score of five
indicates a severe controversy rating. Sustainalytics Carbon Risk
Ratings assess a company’s carbon risk by evaluating the company’s
material exposure to and management of carbon issues.
The stocks that meet all of the above criteria are considered
for inclusion in the Morningstar US Sustainability Wide Moat Focus
Index. Fair value is determined by employing the Morningstar equity
research methodology which requires a review of the estimated
future cash flows and estimated costs of capital of a company to
assign a valuation to the relevant equity security. The Index
applies a liquidity screen which excludes companies from inclusion
in the Index where the non-index constituents has a three-month
average daily trading value of less than 5
Million USD (or equivalent currency). Eligible securities
are ranked by the percentage change in price from 12 months ago
with securities in the bottom 20% screened out
A buffer rule is applied to the current Index constituents.
Those that are ranked in the top 150% of stocks representing the
lowest current market price/fair value price eligible for inclusion
in the Index will remain in the Index at the time of reconstitution
and those that fall outside of the top 150% are excluded from the
Morningstar US Sustainability Wide Moat Focus Index. The maximum
weight of an individual sector in the Index is capped at 10% more
than its corresponding weight in the Morningstar US Market Index at
the time of reconstitution, or 40%, whichever is higher.
The Index employs a staggered rebalance methodology. The Index
is divided into two equally-weighted sub-portfolios, and each is
reconstituted and rebalanced semi-annually on alternating quarters.
Each sub-portfolio will contain approximately 40 equally-weighted
securities at the time of its semi-annual reconstitution, and
weights will vary with market prices until the next reconstitution
date. Due to the staggered rebalance methodology, constituents and
weightings may vary between sub-portfolios. Each sub-portfolio is
reweighted to 50% of the total Index weight every six months.
Adjustments to one sub-portfolio are performed after the close of
business on the third Friday of March and September and adjustments
to the other sub-portfolio are performed after the close of
business on the third Friday of June and December, and all
adjustments are effective on the following Monday. If the Monday is
a market holiday, reconstitution and rebalancing occurs on the
Tuesday immediately following
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