Vaneck Hydrogen Regulatory News (HDRO)

VanEck UCITS ETFs Plc - Notice of Extraordinary General Meeting

PR Newswire

London, February 10

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™ Hydrogen Economy 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 2 MARCH 2022 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: 10 February 2022

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 at the Company’s registered office 33 Sir John Rogerson’s Quay, Dublin 2, Ireland on 2 March 2022 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”) and an ordinary resolution. 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 or that it will have an impact on the anticipated tracking error.

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.

All capitalised terms used in this notice shall bear the same meaning as the capitalised and defined terms used in the Prospectus and Supplement.

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 replicate, before fees and expenses, the MVIS® Global Hydrogen Economy ESG Index (the Index). For a further description of the Index see the section entitled Information on the Index below”

A mark-up showing the Proposed Amendment which Shareholders are being asked to approve and further information on the Re-Named Index is set out in Appendix 3.

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 MVIS® Global Hydrogen Economy ESG Index (the “Re-Named Index”).

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 Re-Named Index, which consists of companies that meet certain Environmental, Social and Governance (“ESG”) standards, will increase its sustainable footprint by focusing its investment strategy on sustainable investment strategies. The difference between the current index and the Re-Named Index is limited to fact that the Index Provider has now defined an ESG objective for the Index. However, the implementation of the new ESG objective did not require any changes to the current ESG characteristics, criteria and related exclusions for the Index. 

The anticipated tracking error and the risk profile of the Fund are expected to remain the same, following the transition to the Re-Named 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 Re-Named Index.

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 18 March 2022 (“Effective Date”) 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 ™ Hydrogen Economy 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 2 March 2022 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 10 February 2022, 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 10th day of February 2022

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 (9 March 2022) 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 may 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™ Hydrogen Economy 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 2 March 2022 at 10:00 a.m. (Irish Time) or any reconvened meeting thereof.

(*delete as appropriate) 

Signature:

Date: 2022

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.

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 replicate, before fees and expenses, the MVIS® Global Hydrogen Economy ESG Index (the Index). For a further description of the Index see the section entitled Information on the Index below”.  The difference between the current index and the Re-Named Index is limited to fact that the Index Provider has now defined an ESG objective for the Index. However, the implementation of the new ESG objective did not require any changes to the current ESG characteristics, criteria and related exclusions for the Index. 

Information on the Index

The Index is a global index that mainly tracks the performance of the global hydrogen segment and also considers fuel cell companies and industrial gases companies. The Index includes mainly companies with at least 50% (25% for current components) of their revenues from hydrogen projects or projects that have the potential to generate at least 50% of their revenues from the hydrogen industry when developed. Due to the lack of pure-play companies in the global hydrogen segment, the Index will also consider companies with at least 50% (25% for current components) of their revenues from fuel cells or industrial gases projects or projects that have the potential to generate at least 50% of their revenues from the fuel cell industry or the industrial gases industry.

The Index considers ESG factors as further detailed in the Index methodology available on the Index Providers website. The Index Provider will utilize ESG data provided by ISS. Companies with very severe social norms violations, have greater than 0% revenue exposure to controversial weapons, or that exceed certain thresholds of revenue exposure to various sectors including but not limited to civilian firearms, tobacco, and energy extractives are not eligible for inclusion. Further, companies that are not covered by ISS or for which relevant data fields are not collected by ISS may be eligible for inclusion.

The Index employs a capping scheme to ensure diversification. All companies are ranked by their free-float market capitalisation. The maximum weight for any single component is 10% for companies which derive greater than 50% of its revenue in hydrogen, fuel cells or technologies that are directly connected to the hydrogen economy. However, the maximum weight for companies producing industrial gases, using the technology for their products or being otherwise involved in the hydrogen economy is 8% per single component. If a component exceeds the maximum weight at the time of the Index rebalancing, then the weight of such component’s weighting will be reduced to the maximum weight and the excess weight shall be redistributed proportionally across all other (uncapped) Index constituents. This process is repeated until no component weight exceeds the respective maximum weight.

The Index components are reviewed on a quarterly basis based on the closing data on the last business day in February, May, August and November. If a company does not trade on the last business day in February, May, August or November, the last available price for this company will be used during the review process. The underlying index data (e.g. new number of shares, new free-float factors and new weighting cap factors) is announced on the second Friday in a quarter-end month (i.e. March, June, September and December). The weighting cap factors are based on closing data of the Wednesday prior to the second Friday in a quarter-end month (i.e. March, June, September and December).

Changes to the Index will be implemented and based on the closing prices of the third Friday of every quarter-end month (i.e. March, June, September and December). If the third Friday is not a business day, the review will take place on the last business day before the third Friday. If a company does not trade on the third Friday of a quarter-end month, then the last available price for this company will be used. Changes become effective on the next business day.

The target coverage of the Index is at least 90% of the free-float market capitalisation of the investable universe with at least 25 companies.

The following steps will be followed and form the Index review procedure:

1. All stocks in the investable universe are sorted in terms of free-float market capitalisation in descending order.

2. Stocks covering the top 85% of the free-float market capitalisation of the investable universe qualify for selection.

3. Existing components between the 85th and 98th percentiles also qualify for the Index.

4. If the coverage is still below 90% or the number of components in the Index is still below 25, the largest remaining stocks will be selected until coverage of at least 90% is reached and the number of stocks equals 25.

5. If the number of eligible companies remains below 25, additional companies are added by the Index Provider’s from the investable universe until the number of stocks equals 25.

For all corporate events that result in a stock deletion from the Index, the deleted stock will be replaced with the highest ranked non-component on the most recent selection list immediately only if the number of components in the Index would drop below 20. The replacement stock will be added at the same weight as the deleted stock. Only in case the number of components drops below its minimum due to a merger of two or more index components, the replacement stock will be added with its uncapped free-float market capitalisation weight. In all other cases, i.e. there is no replacement, the additional weight resulting from the deletion will be redistributed proportionally across all other index constituents.