Inv Nasdaq 100 Regulatory News (EQQQ)

28 Jan 2008 18:01

PowerShares Global Funds IrelandPLC28 January 2008 Announcement PowerShares Global Funds Ireland plc (the "Company") 28 January 2008 Publication of Annual Report & Notice of Annual General Meeting The Company's Annual Report & Accounts for the year ended 30 September 2007 hasbeen published together with an explanatory circular to shareholders in theCompany incorporating Notice of the Annual General Meeting to be held on 31March 2008. Set out below is the full text of the explanatory circular andnotice of meeting. Investors should note that the Annual General Meeting willpropose special business to shareholders, being conversion of the Company tosegregated liability status. Copies of the Annual Report have been submitted to the UK Listing Authority andwill shortly be available for inspection at: UKLA Document Viewing Facility The Financial Services Authority 25 North Colonnade Canary Wharf London E14 5HS Telephone Number 020 7066 1000 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the course of action to take, you should consultyour stockbroker, bank manager, solicitor, accountant or other professionaladvisor. POWERSHARES GLOBAL FUNDS IRELAND PLC ANNUAL GENERAL MEETING INCLUDING SPECIAL BUSINESS 31 March 2008 If you have sold or transferred your shares PowerShares Global Funds Ireland plcplease pass this document at once to the purchaser or transferee or to thestockbroker, bank or other agent through whom the sale or transfer was effected,for transmission to the purchaser or transferee as soon as possible. Please note that this notice has not been reviewed by the Irish FinancialServices Regulatory Authority. 28 January 2007 Dear Shareholder 1. Annual General Meeting ("AGM") Attached is a Notice of the AGM of PowerShares Global Funds Ireland plc (the "Company") and a proxy card for you to vote on the AGM Resolutions. The financialstatements of the Company for the year ending 30 September 2007 form part ofthis Notice of AGM. 2. Ordinary business (Resolutions 1 and 2) Resolutions 1 and 2 deal with the normal matters to be attended to at an AGMnamely, the receipt and consideration of the annual report and audited financialstatements for the year ended 30 September 2007 (copy enclosed) and theauthorisation of the Directors to fix the remuneration of the Auditors. 3. Special business proposed at the AGM (Resolutions 3 and 4) Segregated liability between the funds of the Company (the "Funds") (Resolutions3 and 4) As you are aware, the Company is structured as an umbrella fund in thatdifferent Funds have been established with one or more share classes, each Fundrepresenting a single portfolio of assets. Although each Fund is treated asbearing its own liabilities, the Company as a whole is liable to third parties.The Investment Funds, Companies and Miscellaneous Provisions Act, 2005 enables afund company to introduce segregation (or ringfencing) of liability under Irishlaw between the funds of an umbrella fund company. Existing umbrella fundcompanies (such as the Company) may avail of the benefits of segregatedliability by way of a process which includes the passing of a special resolutionof its shareholders. In the Directors' view, the conversion of the Company toan umbrella fund company with segregated liability between its Funds would be inthe best interests of the Company's shareholders and could be of benefit to theCompany in attracting new shareholders. Resolution 3 deals with the proposal to convert the Company to an umbrella fundwith segregated liability between its Funds and Resolution 4 deals with theamendments to the Memorandum and Articles of Association (as set out in ScheduleI) in the event that Resolution 3 is passed. It should be noted that there is a mechanism by which creditors of the Companywho account for at least 1% in number or value of the creditors of any Fund ofthe Company may apply to the High Court in Ireland for an order preventing theproposed resolution 3, if passed, being implemented. However, if no creditorapplication is made to the High Court, the special resolution, if passed at theAGM, will take effect on the date of the AGM, in the event that resolutions 3and 4 are passed. 4. Action required Each share represents one vote and if you intend to vote using a proxy, yourproxy must be delivered to the Company Secretary within the time limits outlinedon the proxy form. To pass resolutions 1 and 2, more than 50% of the votedshares must be in favour of the resolution. Changes to the Memorandum andArticles of Association require special resolutions. Thus, to pass Resolutions3 and 4, 75% of the voted shares must be in favour of each resolution. 5. Matters requiring shareholder notification The Directors have taken this opportunity to amend the Prospectus to providethat where a dividend remains unclaimed for a period of six years (previouslytwelve years) from the date of its declaration it shall be forfeited, cease toremain owing by the Company and shall become the property of the relevant Fund. Investors in PowerShares EQQQ Fund ("EQQQ") should also note that EQQQ's annualexpense ratio cap was increased, effective on 1 January 2008, from 20 basispoints to 30 basis points of the net asset value of EQQQ. 6. Recommendation The Board believes that the resolutions to be proposed at the AGM are in thebest interests of the Company and of the shareholders as a whole and,accordingly, the Directors strongly recommend that you vote in favour of theresolutions at the AGM. It is expected that, subject to regulatory approval, a revised Prospectusreflecting the foregoing changes will be available from the Administrator on orabout 2 April 2008. Yours faithfully Director POWERSHARES GLOBAL FUNDS IRELAND PLC NOTICE OF ANNUAL GENERAL MEETING THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are inany doubt about the course of action to take, you should consult yourstockbroker, bank manager, solicitor, accountant or other professional advisor. NOTICE is hereby given that the Annual General Meeting of PowerShares GlobalFunds Ireland plc (the "Company") will be held at Fitzwilton House, WiltonPlace, Dublin 2, Ireland on 31 March 2008 at 9.00 a.m. (Irish time) to consider,and if thought fit, pass the following resolutions: Ordinary business 1. "To receive and consider the audited financial statements of theCompany for the year ended 30 September 2007 together with the report of theDirectors and the Auditors thereon and to authorise the reappointment of theAuditors of the Company." 2. "To authorise the Directors to fix the remuneration of theAuditors." Special business 3. "That the provisions of Section 256A of the Companies Act, 1990, asamended, shall apply to the Company such that there shall be segregatedliability between the Funds of the Company." 4. "That subject to the passing of Resolution 3, the Memorandum ofAssociation be amended to refer to the segregation of liability, and further,that Article 4 (n) of the Articles of Association of the Company be deleted inits entirety and the text of Article 4 (n) and Article 4 (o) as set out atSchedule I to this Notice be substituted therefor." For and on behalf of the Board ______________________ Wilton Secretarial Limited Fitzwilton House Wilton Place Dublin 2 Ireland Registered Office Fitzwilton House Wilton Place Dublin 2 Ireland 28 January 2008 Notes: 1. Shareholders are entitled to attend and vote at the AnnualGeneral Meeting of the Company. A Shareholder may appoint a proxy or proxies toattend, speak and vote instead of the Shareholder. A proxy need not be aShareholder of the Company. 2. A form of proxy is enclosed for the use of shareholders unable toattend the meeting. Proxies must be sent to Wilton Secretarial Limited,Fitzwilton House Wilton Place Dublin 2 Ireland. Shareholders may send theirproxies by fax to + 353 1 639 5333 provided the original signed form is sentimmediately by post to the above mentioned address. To be valid, proxies mustbe received by the Secretary not less than 48 hours before the time appointedfor the holding of the meeting. PROXY FORM POWERSHARES GLOBAL FUNDS IRELAND PLC I/We, __________________________ of _____________________________ being ashareholder of the above named Company hereby appoint the Chairman of themeeting, or failing him/her any Director of the Company, or failing him/her,Tara O'Reilly, or failing her, Treasa Smyth-Faulkner, or failing her, AnnetteCostello, or failing her, Catharine Dwyer, or failing her, Fionnuala Hanrahan,or failing her, Stephen Carson as my/our proxy to vote for me/us and on my/ourbehalf at the Annual General Meeting of the Company to be held at FitzwiltonHouse, Wilton Place, Dublin 2, Ireland on 31 March 2008 at 9.00 a.m. (Irishtime) and at any adjournment thereof. Please indicate with an "X" in the space below how you wish your votes to becast in respect of each Resolution. If no specific direction as to voting isgiven the proxy will vote or abstain from voting at his discretion. ORDINARY RESOLUTIONS FOR AGAINST1. To receive and consider the audited financial statements ofthe Company for the year ended 30 September 2007 together with the report ofthe Directors and the Auditors thereon and to authorise the reappointment ofthe Auditors of the Company. 2. To authorise the Directors to fix the remuneration of theAuditors. SPECIAL RESOLUTIONS 3. That the provisions of Section 256A of the Companies Act,1990, as amended, shall apply to the Company such that there shall besegregated liability between the Funds of the Company. 4. That subject to the passing of Resolution 3, the Memorandumof Association be amended to refer to the segregation of liability, andfurther, that Article 4 (n) of the Articles of Association of the Company bedeleted in its entirety and the text of Article 4 (n) and Article 4 (o) asset out at Schedule I to this Notice be substituted therefor. Dated: ________________________________________________ Name and Address of ShareholderSignature of Shareholder ________________________________________________ Name and Address of ShareholderSignature of Shareholder ________________________________________________ Name and Address of ShareholderSignature of Shareholder ________________________________________________ Name and Address of ShareholderSignature of Shareholder Notes: A Shareholder must insert his full name and registered address in type or blockletters. In the case of joint accounts the names of all holders must be stated. If it is desired to appoint some other person as proxy, the name of the proxymust be inserted in the space provided instead of the option provided whichshould be deleted. The proxy form must: (a) in the case of an individual Shareholder be signed by theShareholder or his attorney; and (b) in the case of a corporate Shareholder be given either under itscommon seal or signed on its behalf by an attorney or by a duly authorisedofficer of the corporate Shareholder. In the case of joint holders the vote of the senior who tenders a vote whetherin person or by proxy shall be accepted by the exclusion of the votes of theother joint holders and for this purpose seniority shall be determined by theorder in which the names stand in the register of members in respect of thejoint holding. To be valid this proxy and any power of attorney under which it is signed mustreach Wilton Secretarial Limited, Fitzwilton House, Wilton Place, Dublin 2,Ireland. Shareholders may send their proxies by fax to + 353 1 639 5333provided the original signed form is sent immediately by post to the abovementioned address. To be valid, proxies must be received by the Secretary notless than 48 hours before the time appointed for the holding of the meeting. A proxy need not be a member of the Company but must attend the meeting inperson to represent you. SCHEDULE I Proposed amendments to the Memorandum and Articles of Association to reflect segregated liability General - Reference is now made to the status of the Company as an umbrellacompany with segregated liability between its Funds. Article 4 (n) - Article 4 (n) has been deleted and replaced by the following:- "4. SHARE CAPITAL AND THE FUNDS All consideration received by the Company for the allotment or issue of sharesof each class, together with all Investments in which such consideration isinvested or reinvested, all income, earnings, profits and proceeds thereof shallbe segregated and kept separate in the fund to which such class relates from allother monies of the Company and to which the following provisions shall apply:- (i) the records and accounts of each fund shall be maintainedseparately in the Base Currency of the relevant fund; (ii) the liabilities of each fund shall be attributableexclusively to that fund; (iii) the assets of each fund shall belong exclusively to thatfund, shall be segregated, in the records of the Custodian, from the assets ofother funds, shall not be used to discharge directly or indirectly theliabilities of or claims against any other fund; (iv) the proceeds from the issue of each class of shares shall beapplied to the relevant fund established for that class of shares, and theassets and liabilities and income and expenditure attributable thereto shall beapplied to such fund subject to the provisions of these Articles; (v) where any asset is derived from another asset, the derivedasset shall be applied to the same fund as the assets from which it was derivedand on each revaluation of an asset the increase or diminution in value shall beapplied to the relevant fund; (vi) in the case where an asset or a liability of the Companycannot be considered as being attributable to a particular fund, the Directorsshall have the discretion, subject to the Acts and the approval of the Auditors,to determine the basis upon which such asset or liability shall be allocatedbetween the funds and the Directors shall have power at any time and from timeto time subject as aforesaid to vary such basis, provided that the approval ofthe Auditors shall not be required in any case where the asset or liability isallocated between all funds pro rata to their Net Asset Values; (o) where the assets of the Company (if any) attributable to the SubscriberShares give rise to any net profit, the Directors may allocate assetsrepresenting such net profits to such fund or funds as they may deemappropriate." 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