Ishr Stx Eu 50 Regulatory News (EUN)

6 Apr 2006 10:42

European Exchange-Traded Fnd Co.PLC06 April 2006 Stock Exchange Announcement For immediate release 6 April 2006 European Exchange-Traded Fund Company Plc (the "Company") Re: Changes to the Memorandum and Articles of Association The Company is an open-ended umbrella type investment company with variablecapital and segregated liability between sub-funds, authorised by the IrishFinancial Services Regulatory Authority ("IFSRA") pursuant to the EuropeanCommunities (Undertakings for Collective Investment in Transferable Securities)Regulations, 2003, as same may be amended). At a recent AGM held on 22 March 2006 the directors of the Company proposedcertain special resolutions to amend the Memorandum and Articles of Associationpursuant to Regulation 36F of the European Communities (Undertakings forCollective Investment and Transferable Securities) Regulations 2003 (SI No. 211of 2003), as amended, the provisions of Section 256A of the Companies Act, 1990,as amended. A small number of amendments to the Memorandum and Articles ofAssociation were proposed in order to facilitate the segregated liabilitybetween the funds of the Company. Changes to Memorandum and Articles of Association: The following amendments to the Memorandum and Articles of Association of theCompany were proposed and approved on 22nd March 2006: 1. General - All references to the Companies Acts have been amended toincorporate new Companies Acts introduced since the previous Memorandum andArticles of Association of the Company were adopted. 2. General - References to the Company's status as an umbrella type open endedinvestment company with variable capital and having segregated liability betweenits funds have been included. 3. Article 4(m) of the Articles of Association of the Company has been deletedin its entirety and the following be substituted therefor:- "(m) The assets and liabilities of each class and each fund shall be allocatedin the following manner:- (i) the proceeds from the issue ofshares representing a fund shall be applied in the books and records of theCompany to that fund and the assets and liabilities and income and expenditureattributable thereto shall be applied to such fund subject to the provisions ofthis Article; (ii) where any asset is derived fromanother asset, such derivative asset shall be applied in the books and recordsof the Company to the same fund as the assets from which it was derived and ineach valuation of an asset, the increase or diminution in value shall be appliedto the relevant fund; (iii) where the Company incurs a liabilitywhich relates to any asset of a particular fund or to any action taken inconnection with an asset of a particular fund, such a liability shall beallocated exclusively to the relevant fund, as the case may be; (iv) where an asset or a liability of theCompany cannot be considered as being attributable to a particular fund, suchasset or liability, subject to the approval of the Custodian, shall be allocatedto all the funds pro rata to the Net Asset Value of each fund; Provided that when issuing a class of shares in regard to any fund, theDirectors may allocate Transaction Fees, Duties and Charges and ongoing expenseson a basis which is different from that which applies in the case of shares inother classes in the fund." In addition please note that the following ordinary resolutions were alsoproposed and passed at the AGM: To receive and approve the Directors' Report and the Financial Statements forthe year ended 30 September 2005 together with the Auditors' Report thereon. To re-elect as Directors the following persons who are recommended by the Boardfor re-election. • Mr. Peter Blessing • Mr. Vincent Dodd • Mr. Lee Kranefuss • Mr. Vincent Reilly • Mr. William Roberts To re-appoint PricewaterhouseCoopers, Ireland, as Auditors and to authorise theDirectors to fix the remuneration of the Auditors. Enquiries: Goodbody Stockbrokers Sarah.Fallon +353 1 641 9136 This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange This information is provided by RNS The company news service from the London Stock Exchange