Last checked at 14 Jul 2008 17:30
Announcement
PowerShares Global Funds Ireland plc (the "Company")
14 July 2008
Extraordinary General Meeting
The following is the full text of an explanatory circular to shareholders in the Company incorporating notice of an Extraordinary General Meeting to be held on 7 August 2008, regarding changes to the company's Articles of Association.
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.
POWERSHARES GLOBAL FUNDS IRELAND PLC
Extraordinary General Meeting
7 August 2008
If you have sold or transferred your shares in PowerShares Global Funds Ireland plc 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.
Please note that this notice has not been reviewed by the Irish Financial Services Regulatory Authority (the "Financial Regulator").
14 July 2008
Dear Shareholder,
Extraordinary General Meeting ("EGM")
You will find attached a notice ("Notice") and proxy card in respect of an EGM of PowerShares Global Funds Ireland plc (the "Company") which will be held at Fitzwilton House, Wilton Place, Dublin 2, Ireland on 7 August 2008 at 9.00a.m. (Irish time).
Your Directors are proposing a small number of general updates to the Company's Articles of Association which include an expansion of the list of regulated markets in which a sub-fund of the Company may invest, updates to valuation provisions to reflect the requirements of the Irish Financial Services Regulatory Authority (the "Financial Regulator") and changes which may permit a sub-fund of the Company (subject to its investment policy) to create and invest in common investment pools. The revised Articles of Association to be approved by the Company will be tabled at the EGM. To implement the amendments to the Articles of Association, shareholders must approve the special resolution set out in the attached Notice.
Action Required
Each share represents one vote and if a shareholder in the Company intends to vote using a proxy, your proxy must be delivered to the Company Secretary within the time limits outlined on the proxy form. As changes to the Articles of Association require a special resolution, 75% of the voted shares must be in favour of the resolution.
Recommendation
The Board believes that the resolutions to be proposed at the EGM are in the best interests of the Company and of the shareholders as a whole and, accordingly, the Directors strongly recommend that you vote in favour of the resolutions at the EGM.
An amended prospectus, simplified prospectus, supplements and memorandum and articles of association for the Company (the "Core Documents") reflecting the foregoing changes will be available from the Administrator once such updated Core Documents have been approved by the Financial Regulator. In addition, the Core Documents will be available from the Company's local agents in the United Kingdom, France, Italy, Germany and Switzerland.
Yours faithfully
_____________
Director
POWERSHARES GLOBAL FUNDS IRELAND PLC
Notice Of Extraordinary General Meeting
NOTICE is hereby given that the Extraordinary General Meeting of PowerShares Global Funds Ireland plc (the "Company") will be held at Fitzwilton House, Wilton Place, Dublin 2, Ireland on 7 August 2008 at 9.00 a.m. (Irish time) to consider, and if thought fit, pass the following resolution as a special resolution of the Company:
"That, subject to the prior approval of the Irish Financial Services Regulatory Authority, the Articles of Association of the Company be adopted to incorporate certain technical updates in the form initialled by the Chairman and tabled at the Extraordinary General Meeting in substitution for the existing Articles of Association with such further changes as may be required for the approval of the Irish Financial Services Regulatory Authority to issue, to take effect on or about 14 August 2008 or such later date as may be required to procure the approval of the amended Articles of Association by the Irish Financial Services Regulatory Authority."
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
14 July 2008
Notes:
2. A form of proxy is enclosed for the use of Shareholders unable to attend the meeting. Proxies must be sent to Wilton Secretarial Limited, Fitzwilton House Wilton Place Dublin 2 Ireland. Shareholders may send their proxies by fax to + 353 1 639 5333 provided the original signed form is sent immediately by post to the above mentioned address. To be valid, proxies must be received by the Secretary not less than 24 hours before the time appointed for the holding of the meeting or such other time as Directors may decide.
PROXY FORM
POWERSHARES GLOBAL FUNDS IRELAND PLC
I/We, __________________________ of _____________________________ being a Shareholder of the above named Company hereby appoint the Chairman of the meeting, 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, Annette Costello, or failing her, Catharine Dwyer, or failing her, Fionnuala Hanrahan or failing her, Deirdre Mooney, as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Fitzwilton House, Wilton Place, Dublin 2, Ireland on 7 August 2008 at 9.00 a.m. (Irish time) 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 discretion.
| SPECIAL RESOLUTION | FOR | AGAINST |
| "That, subject to the prior approval of the Irish Financial Services Regulatory Authority, the Articles of Association of the Company be adopted to incorporate certain technical updates in the form initialled by the Chairman and tabled at the Extraordinary General Meeting in substitution for the existing Articles of Association with such further changes as may be required for the approval of the Irish Financial Services Regulatory Authority to issue, to take effect on or about 14 August 2008 or such later date as may be required to procure the approval of the amended Articles of Association by the Irish Financial Services Regulatory Authority." |
Dated:
___________________________ _____________________
Name and Address of Shareholder Signature of Shareholder
___________________________ _____________________
Name and Address of Shareholder Signature of Shareholder
___________________________ _____________________
Name and Address of Shareholder Signature of Shareholder
___________________________ _____________________
Name and Address of Shareholder Signature of Shareholder
Notes:
A Shareholder must insert his full name and registered address in type or block letters. 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 proxy must be inserted in the space provided instead of the option provided which should be deleted.
The proxy form must:
(a) in the case of an individual Shareholder be signed by the Shareholder or his attorney; and
(b) in the case of a corporate 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 Shareholder. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted by the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
To be valid this proxy and any power of attorney under which it is signed must reach Wilton Secretarial Limited, Fitzwilton House, Wilton Place, Dublin 2, Ireland. Shareholders may send their proxies by fax to + 353 1 639 5333 provided the original signed form is sent immediately by post to the above mentioned address. To be valid, proxies must be received by the Secretary not less than 24 hours before the time appointed for the holding of the meeting or such other time as Directors may decide.
A proxy need not be a member of the Company but must attend the meeting in person to represent you.
APPENDIX I
Amendments to the Articles of Association
Article 1(a) - amendment of the definition of "Regulations" to reflect the introduction of the European Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2007 (SI No. 832 of 2007);
- addition of new definition of "Common Investment Pool", being a pool of assets to which some Investments of all of the Funds may be allocated and in which, subject to the requirements of the Financial Regulator, assets of other Irish regulated Collective Investment Schemes may be allocated.
Article 3(c) - amended to include reference to the appointment, by the manager, of the investment manager.
Article 12 - insertion of a new Article 12(b) in relation to Common Investment Pools and the renumbering of the remaining provisions accordingly
"(b) Where the Company participates in Common Investment Pools, the Net Asset Value of a fund shall be the value of that fund's share of the net asset value of the Common Investment Pools to which the Directors have allocated assets of the Fund, such charge being determined by the ownership ratio of that Common Investment Pool, calculated in accordance with Article 14 together with all other assets and liabilities of the Fund not allocated to Common Investment Pools."
Article 13(l) - the existing Article 13(l) has been deleted and replaced with the following:
"(l) the value of any over the counter ("OTC") derivatives contracts shall be:
A. the quotation from the counterparty provided that such quotation is provided on at least a daily basis and verified at least weekly by a person independent of the counterparty and who is approved for the purpose by the Custodian; or
B. an alternative valuation calculated by the Company or an independent pricing vendor (which may be a party related to but independent of the counterparty which does not rely on the same pricing models employed by the counterparty) provided that:
(1) where a counterparty valuation is used, it must be provided on at least a daily basis and approved or verified at least weekly by a party independent of the counterparty, which may be the Investment Manager (approved for the purpose by the Custodian);
(2) where an alternative valuation is used (i.e. a valuation is that provided by a competent person appointed by the Directors and approved for that purpose by the Custodian (or a valuation by any other means provided that the value is approved by the Custodian)), the valuation principles employed must follow best international practice established by bodies such as IOSCO (International Organisation of Securities Commission) and AIMA (the Alternative Investment Management Association) and any such valuation shall be reconciled to that of the counterparty on a monthly basis."
Article 15(d) - amended to expand the list of markets in which sub-funds of the Company may invest by the addition of the following markets: -
"2. Securities admitted to any of the following regulated stock exchanges:
| Bahrain | Bahrain Stock Exchange |
| Egypt | Cairo Stock Exchange |
| Jordan | Amman Financial Market |
| Kuwait | Kuwait Stock Exchange |
| Lebanon | Beirut Stock Exchange |
| Morocco | Casablanca Stock Exchange |
| Oman | Muscat Securities Market |
| Qatar | Doha Securities Market |
| Saudi Arabia | Saudi Stock Exchange |
| Tunisia | Tunis Stock Exchange (Bourse de Tunis) |
| United Arab Emirates | Dubai Financial Market |
| | Dubai International Financial Exchange |
| | Abu Dhabi Securities Market |
Article 16 - Insertion of new Article 16 relating to Common Investment Pools and the renumbering of subsequent Articles accordingly:
"16. Common Investment Pools
(a) The Company shall participate in Common Investment Pools established in such currencies as the Directors may determine into which all or any part of the assets of any fund or funds may be applied, subject to the terms and conditions set out hereunder:
(b) Valuation of Common Investment Pools
The net asset value of a Common Investment Pool shall be determined, subject to this Article 16 of these Articles in accordance with the valuation rules as apply to Participating Shares as set out in Articles 12 and 13 as at the Valuation Point of the relevant fund."