Banco Bilbao Vizcaya Argentaria (Portugal), S.A. – Sede: Av. da Liberdade, 222 – 1250 -148 Lisboa Capital Social Euro 530.000.000 – CRCL Nº 502 593 687 – Pessoa Colectiva 502 593 687
Lisboa, 28 de Setembro de 2017
Assunto: Convocatória para a Assembleia Geral Extraordinária da BBVA DURBANA INTERNATIONAL FUND
Estimado(a) Cliente,
O Banco Bilbao Vizcaya Argentaria (Portugal), S.A., na sua qualidade de entidade comercializadora da BBVA DURBANA INTERNATIONAL FUND (a “Sociedade”), vem pela presente informar V. Exa. da convocatória dos acionistas para a Assembleia Geral Extraordinária daquela Sociedade, que se realizará no próximo dia 24 de Outubro de 2017, no Luxemburgo.
Em anexo remetemos cópia da referida convocatória, na sua versão original e também em versão traduzida para língua portuguesa, por nós elaborada e que não dispensa nem substitui a referida versão original.
Agradecemos que após análise da documentação, caso assim entenda, nos devolva o formulário anexo à convocatória (na sua versão original em inglês) devidamente preenchido e assinado conferindo poderes ao Banco para votar no sentido indicado por V. Exa. quanto aos pontos da ordem de trabalhos da Assembleia Geral Extraordinária.
Caso V. Exa. deseje algum esclarecimento adicional que considere necessário ou oportuno, não hesite em nos contactar.
E-mail: pdltitul.group@bbva.com Tel: +351 21 0057291
Com os melhores cumprimentos,
1
BBVA Durbana International Fund
Société d’investissement à capital variable
Sede Social: 20, Boulevard Emmanuel Servais L – 2535 Luxembourg, Grand Duchy of Luxembourg
R.C.S. Luxembourg B.27711
Convocatória para a Assembleia Geral Extraordinária de Acionistas
Caro Acionista,
Vimos por este meio convocá-lo para participar na Assembleia Geral Extraordinária de Acionistas (a "Assembleia") da BBVA Durbana International Fund (a “Sociedade”), que será realizada no Luxemburgo, perante notário, no dia 24 de Outubro de 2017 às 14:30 (hora do Luxemburgo), na sede social da Sociedade: 20, boulevard Emmanuel Servais, L-2535 Luxemburgo, com a seguinte ordem de trabalhos:
ORDEM DE TRABALHOS
1. A alteração ao artigo 18 dos Estatutos da Sociedade Fundo que passará a ter a seguinte redação:
“Art. 18. Investment Policies and Restrictions
The Board of Directors, based upon the principle of risk spreading, has the power to determine (i) the investment policies and strategies to be applied in respect of each Sub-Fund, (ii) the hedging strategy, if any, to be applied to specific Classes of Shares within particular Sub-Funds and (iii) the course of conduct of the management and business affairs of the Company.
In compliance with the requirements set forth by the Law of 2010 and detailed in the Sales Documents, in particular as to the type of markets on which the assets may be purchased or the status of the issuer or of the counterparty, each Sub-Fund may invest in:
(i) Transferable securities or money market instruments;
(ii) shares or units of other UCIs, including shares of a master fund and Shares of other Sub-Funds to the extent permitted and at the conditions stipulated by the Law of 2010;
(iii) deposits with credit institutions, which are repayable on demand or have the right to be withdrawn and which are maturing in no more than 12 months;
(iv) financial derivative instruments ;
(v) other assets to the extent permitted by the Law of 2010.
Any Sub-Fund which acts as a feeder fund of a master fund shall invest at least eighty five (85) percent of its assets in shares/units of another undertaking for collective investment in transferable securities (“UCITS”) or of a sub-fund of such UCITS, which shall neither itself be a feeder fund nor hold units/shares of a feeder fund. The feeder Sub-Fund may not invest more than fifteen (15) percent of its assets in one or more of the following:
a) ancillary liquid assets in accordance with Article 41 (2) of the Law of 2010;
b) financial derivative instruments, which may be used only for hedging purposes, in accordance with Article 41 (1) g) and Article 42 (2) and (3) of the Law of 2010;
c) movable and immovable property which is essential for the direct pursuit of the Company’s business.
Any Sub-Fund which invests in securities issued by one or several other Fund(s) (the “Target Sub-Fund(s)”) shall comply with the following conditions:
a) the Target Sub-Fund does not invest in the investing Sub-Fund;
2 c) the voting rights linked to the transferable securities of the Target Sub-Fund are suspended during the
period of investment;
d) in any event, for as long as these securities are held by the Company, their value will not be taken into consideration for the calculation of the net asset value for the purposes of verifying the minimum threshold of the net assets imposed by the Law of 2010; and
e) there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund having invested in the Target Sub-Fund and those of the Target Sub-Fund.
Finally, where the Board of Directors has decided that a Sub-Fund should be eligible for UCITS investors, the investment of such Sub-Fund in shares or units of other UCIs as referred under (ii) above shall be limited to ten (10) per cent of the assets of the relevant Sub-Fund(s).
The investment policy of the Company may replicate the composition of an index of securities or debt securities recognized by the Luxembourg supervisory authority.
The Company may in particular purchase the above mentioned assets on any regulated market, stock exchange of a State of Europe, being or not a member of the European Union ("EU"), of America, Africa, Asia, Australia or Oceania as such notions are defined in the Sales Documents.
The Company may also invest in recently issued transferable securities and money market instruments provided that the terms of issue include an undertaking that application will be made for admission to official listing on a regulated market, stock exchange or other regulated market and that such admission be secured within one year of issue.
In accordance with the principle of risk-spreading the Company is authorized to invest up to 100% of the assets attributable to each Sub-Fund in different transferable securities and money market instruments issued or guaranteed by a Member State of the EU, by one or more of its local authorities, by a member state of the OECD or the Group of twenty (G20), by the Republic of Singapore, by the Hong Kong Special Administrative Region of the People's Republic of China or by a public international body of which one or more Member States of the EU are members provided that if the Company uses the possibility described above, it shall hold on behalf of each relevant Sub-Fund securities from at least six different issues. The securities from any single issue shall not account for more than 30% of the total assets attributable to that Sub-Fund.
The Board of Directors, acting in the best interest of the Company, may decide, in the manner described in the Sales Documents, that: (i) all or part of the assets of the Company or of any Sub-Fund be co-managed on a segregated basis with other assets held by other investors, including other undertakings for collective investment and/or their Sub-Funds; or that (ii) all or part of the assets of two or more Sub-Funds of the Company be co-managed amongst themselves on a segregated or on a pooled basis.
Investments of each Sub-Fund of the Company may be made either directly or indirectly through wholly-owned subsidiaries, as the Board of Directors may from time to time decide and as described in the Sales Documents. Reference in these Articles to "investments" and "assets" shall mean, as appropriate, either investments made and assets beneficially held directly or investments made and assets beneficially held indirectly through the aforesaid subsidiaries.
The Company is authorized to employ techniques and instruments relating to transferable securities and money market instruments.
The Board of Directors may impose more stringent investment restrictions, as disclosed in the Sales Documents of the Company.”
2. Nomeação de um novo Administrador
A nomeação da Sra. Lara Marín Fernández como nova Administradora da Sociedade por um período com início a partir da data da Assembleia e término na data da Assembleia Geral Anual da Sociedade, a realizar em 2018.
Outros
Para poder deliberar sobre a validade da Ordem de Trabalhos, a Assembleia exigirá: (i) um quórum de pelo menos cinquenta por cento (50%) do capital presente ou representado no ponto 1 e as deliberações serão adotadas se aprovadas por dois terços (2/3) dos votos validamente expressos na Assembleia e (ii) não será necessário quórum para o ponto 2 da ordem de trabalhos, sendo a deliberação adotada se aprovada por maioria simples dos votos validamente expressos na Assembleia. Os votos expressos não incluirão os votos relativos a ações em relação às quais os Acionistas não tenham participado na votação, ou se tenham abstido ou devolvido o voto em branco ou nulo.
3 Se não existir o quórum necessário para a realização da Assembleia ou esta não possa deliberar e votar sobre qualquer ponto da supra referida ordem de trabalhos, uma assembleia adicional, será convocada para deliberar e votar sobre os pontos pendentes da ordem de trabalhos. Nesta nova assembleia, não será necessário quórum e as deliberações sobre a Ordem de Trabalhos serão adotadas por maioria de dois terços (2/3) dos votos expressos na assembleia, no caso do ponto 1, e por maioria simples dos votos expressos na assembleia, no caso do ponto 2.
Os Acionistas podem votar pessoalmente ou por procuração.
Os Acionistas que pretendam comparecer pessoalmente na Assembleia deverão informar o mais tardar até 48h antes da data da realização da Assembleia a Sra. Eva-Maria Mick (fax: 00352 2488 8491 ou e-mail
em.mick@edr.com).
Aos Accionistas que não possam comparecer na Assembleia, pedimos o favor de assinar e datar o formulário da procuração em anexo e devolvê-lo à Sra. Eva Maria Mick (fax: 00352 2488 8491 ou e-mail em.mick@edr.com). Para ser válido, a procuração deverá ser recebida no Luxemburgo pela Sociedade, pelo menos 48h antes da data da realização da Assembleia.
Os formulários da procuração recebidos para a Assembleia que se realiza em 24 de Outubro de 2017, manter-se-ão válidos para votar em nova convocada, se aplicável, que tenha a mesma ordem de trabalhos, exceto no caso de serem expressamente revogados.
Luxemburgo, 28 de Setembro de 2017,
--- O Conselho de Administração
1 BBVA Durbana International Fund
Société d’investissement à capital variable
Sede Social: 20, Boulevard Emmanuel Servais L – 2535 Luxembourg, Grand Duchy of Luxembourg
R.C.S. Luxembourg B.27711 (A “Sociedade”)
PROCURAÇÃO
O Subscritor ______________________________________________________________________________,
Na qualidade de titular de_______________________________________________ (______) ações da BBVA DURBANA INTERNATIONAL FUND, uma sociedade de investimento com capital variável constituída sob a forma de sociedade anónima, ao abrigo das leis do Grão-Ducado do Luxemburgo, (o “Acionista”).
Vem por este meio nomear como seu procurador irrevogável o Banco Bilbao Vizcaya (Portugal) S.A. (o “Procurador”),
com plenos poderes de substabelecimento ou o presidente da assembleia, para representar o subscritor na assembleia geral extraordinária de acionistas da Sociedade, que será realizada perante notário público, no dia 24 de Outubro de 2017, às 14:30 (Hora do Luxemburgo ), em 20 Boulevard Emmanuel Servais, L -2535 Luxemburgo, para deliberar sobre a seguinte ordem de trabalhos:
ORDEM DE TRABALHOS
A favor Contra 1. A alteração ao artigo 18 dos Estatutos do Sociedade que passará a ter a seguinte
redação:
“Art. 18. Investment Policies and Restrictions
The Board of Directors, based upon the principle of risk spreading, has the power to determine (i) the investment policies and strategies to be applied in respect of each Sub-Fund, (ii) the hedging strategy, if any, to be applied to specific Classes of Shares within particular Sub-Funds and (iii) the course of conduct of the management and business affairs of the Company.
In compliance with the requirements set forth by the Law of 2010 and detailed in the Sales Documents, in particular as to the type of markets on which the assets may be purchased or the status of the issuer or of the counterparty, each Sub-Fund may invest in:
(i) Transferable securities or money market instruments;
(ii) shares or units of other UCIs, including shares of a master fund and Shares of other Sub-Funds to the extent permitted and at the conditions stipulated by the Law of 2010;
(iii) deposits with credit institutions, which are repayable on demand or have the right to be withdrawn and which are maturing in no more than 12 months; (iv) financial derivative instruments ;
(v) other assets to the extent permitted by the Law of 2010.
Any Sub-Fund which acts as a feeder fund of a master fund shall invest at least eighty five (85) percent of its assets in shares/units of another undertaking for collective investment in transferable securities (“UCITS”) or of a sub-fund of such UCITS, which shall neither itself be a feeder fund nor hold units/shares of a feeder
2
fund. The feeder Sub-Fund may not invest more than fifteen (15) percent of its assets in one or more of the following:
a) ancillary liquid assets in accordance with Article 41 (2) of the Law of 2010; b) financial derivative instruments, which may be used only for hedging
purposes, in accordance with Article 41 (1) g) and Article 42 (2) and (3) of the Law of 2010;
c) movable and immovable property which is essential for the direct pursuit of the Company’s business.
Any Sub-Fund which invests in securities issued by one or several other Sub-Fund(s) (the “Target Sub-Sub-Fund(s)”) shall comply with the following conditions:
a) the Target Sub-Fund does not invest in the investing Sub-Fund;
b) not more than ten (10) percent of the assets of the Target Sub-Fund may be invested in other Sub-Funds;
c) the voting rights linked to the transferable securities of the Target Sub-Fund are suspended during the period of investment;
d) in any event, for as long as these securities are held by the Company, their value will not be taken into consideration for the calculation of the net asset value for the purposes of verifying the minimum threshold of the net assets imposed by the Law of 2010; and
e) there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund having invested in the Target Sub-Fund and those of the Target Sub-Fund.
Finally, where the Board of Directors has decided that a Sub-Fund should be eligible for UCITS investors, the investment of such Sub-Fund in shares or units of other UCIs as referred under (ii) above shall be limited to ten (10) per cent of the assets of the relevant Sub-Fund(s).
The investment policy of the Company may replicate the composition of an index of securities or debt securities recognized by the Luxembourg supervisory authority.
The Company may in particular purchase the above mentioned assets on any regulated market, stock exchange of a State of Europe, being or not a member of the European Union ("EU"), of America, Africa, Asia, Australia or Oceania as such notions are defined in the Sales Documents.
The Company may also invest in recently issued transferable securities and money market instruments provided that the terms of issue include an undertaking that application will be made for admission to official listing on a regulated market, stock exchange or other regulated market and that such admission be secured within one year of issue.
In accordance with the principle of risk-spreading the Company is authorised to invest up to 100% of the assets attributable to each Sub-Fund in different transferable securities and money market instruments issued or guaranteed by a Member State of the EU, by one or more of its local authorities, by a member state of the OECD or the Group of twenty (G20), by the Republic of Singapore, by the Hong Kong Special Administrative Region of the People's Republic of China or by a public international body of which one or more Member States of the EU are members provided that if the Company uses the possibility described above, it shall hold on behalf of each relevant Sub-Fund securities from at least six different issues. The securities from any single issue shall not account for more than 30% of the total assets attributable to that Sub-Fund.
The Board of Directors, acting in the best interest of the Company, may decide, in the manner described in the Sales Documents, that: (i) all or part of the assets of the Company or of any Sub-Fund be co-managed on a segregated basis with other assets held by other investors, including other undertakings for collective investment and/or their Sub-Funds; or that (ii) all or part of the assets of two or more Sub-Funds of the Company be co-managed amongst themselves on a segregated or on a pooled basis.
3
indirectly through wholly-owned subsidiaries, as the Board of Directors may from time to time decide and as described in the Sales Documents. Reference in these Articles to "investments" and "assets" shall mean, as appropriate, either investments made and assets beneficially held directly or investments made and assets beneficially held indirectly through the aforesaid subsidiaries.
The Company is authorized to employ techniques and instruments relating to transferable securities and money market instruments.
The Board of Directors may impose more stringent investment restrictions, as disclosed in the Sales Documents of the Company.”
2. Nomeação de um novo Administrador
A nomeação da Sra. Lara Marín Fernández como nova administradora da Sociedade por um período com início a partir da data da assembleia e término na data da assembleia geral anual da Sociedade, a realizar em 2018.
□
□
Outros
O projeto de revisão dos Estatutos está disponível para consulta na sede social da Sociedade.
O quórum exigido por lei é: (i) quanto ao ponto 1 da ordem de trabalhos, pelo menos cinquenta por cento (50%) do capital emitido e a deliberação relativa ao ponto 1 da ordem de trabalhos terá de ser aprovada por pelo menos dois terços (2/3) dos votos validamente expressos na assembleia, e (ii) não será necessário quórum quanto ao ponto 2 da ordem de trabalhos, sendo a deliberação sobre este ponto adotada se aprovada por maioria simples dos votos validamente expressos na assembleia.
Se não o quórum não for atingido durante a primeira assembleia ou em relação a qualquer ponto da ordem de trabalhos, uma segunda assembleia será convocada para o mesmo local com os assuntos pendentes da ordem de trabalhos. Nesta nova assembleia, não será necessário quórum e as deliberações sobre a ordem de trabalhos serão adotadas por maioria de dois terços (2/3) dos votos expressos na assembleia, no caso do ponto 1, e por maioria simples dos votos expressos na assembleia, no caso do ponto 2.
São conferidos ao Procurador todos os poderes para realizar qualquer declaração, votar, assinar todas as atas das assembleias e outros documentos, efetuar tudo o que é lícito, necessário ou simplesmente útil tendo em vista a realização e cumprimento da presente procuração, e para proceder, de acordo com os requisitos da lei luxemburguesa, a qualquer registo no Luxembourg Companies and Trade Registrar e a qualquer publicação na Recueil Electronique des Sociétés et Associations, comprometendo-se o subscritor a ratificar todas as referidas ações tomadas pelo Procurador sempre que tal lhe seja solicitado.
A presente procuração manter-se-á válida se, por qualquer razão, esta assembleia geral, tenha continuação, seja sujeita a nova convocatória ou adiamento, para deliberar sobre a mesma ordem de trabalhos.
Esta procuração e os direitos, obrigações e deveres do subscritor e do Procurador serão regidos pela lei luxemburguesa.
Todas as ações, litígios ou diferendos decorrentes, relacionados com ou em razão desta procuração serão apresentados pelo subscritor e pelo Procurador nos tribunais da Cidade de Luxemburgo, acordando o subscritor e o Procurador em submeter-se à jurisdição exclusiva de tais Tribunais em qualquer ação ou processo, e renunciando a qualquer oposição à jurisdição ou local de tais Tribunais.
Com vista a validar esta procuração, o Acionista terá de enviar juntamente com esta procuração uma cópia do seu documento de identificação / passaporte válido ou a lista atualizada das assinaturas autorizadas, no caso de atuar em representação de uma sociedade. Na ausência dos documentos de identificação acima mencionados, esta procuração não será tida em consideração.
Entregue e assinado em _____________________, ______de Outubro de 2017.
_________________________ _________________________
Por: Por:
1
BBVA Durbana International Fund
Société d’investissement à capital variable Registered office : 20, Boulevard Emmanuel Servais L – 2535 Luxembourg, Grand Duchy of Luxembourg
R.C.S. Luxembourg B.27711
Notice of an Extraordinary General Meeting of Shareholders
Dear Shareholder,
You are hereby convened to attend the extraordinary general meeting (the “Meeting”) of shareholders of BBVA Durbana International Fund (the "Company") to be held in Luxembourg before a notary on 24 October, 2017 at 2.30 pm (Luxembourg time) in Luxembourg at the registered office: 20, boulevard Emmanuel Servais, L-2535 Luxembourg, with the following agenda:
AGENDA
1. Amendment to article 18 of the articles of association of the Company to be read as follows:
“Art. 18. Investment Policies and Restrictions
The Board of Directors, based upon the principle of risk spreading, has the power to determine (i) the investment policies and strategies to be applied in respect of each Sub-Fund, (ii) the hedging strategy, if any, to be applied to specific Classes of Shares within particular Sub-Funds and (iii) the course of conduct of the management and business affairs of the Company.
In compliance with the requirements set forth by the Law of 2010 and detailed in the Sales Documents, in particular as to the type of markets on which the assets may be purchased or the status of the issuer or of the counterparty, each Sub-Fund may invest in:
(i) Transferable securities or money market instruments;
(ii) shares or units of other UCIs, including shares of a master fund and Shares of other Sub-Funds to the extent permitted and at the conditions stipulated by the Law of 2010;
(iii) deposits with credit institutions, which are repayable on demand or have the right to be withdrawn and which are maturing in no more than 12 months;
(iv) financial derivative instruments ;
(v) other assets to the extent permitted by the Law of 2010.
Any Sub-Fund which acts as a feeder fund of a master fund shall invest at least eighty five (85) percent of its assets in shares/units of another undertaking for collective investment in transferable securities (“UCITS”) or of a sub-fund of such UCITS, which shall neither itself be a feeder fund nor hold units/shares of a feeder fund. The feeder Sub-Fund may not invest more than fifteen (15) percent of its assets in one or more of the following:
a) ancillary liquid assets in accordance with Article 41 (2) of the Law of 2010;
b) financial derivative instruments, which may be used only for hedging purposes, in accordance with Article 41 (1) g) and Article 42 (2) and (3) of the Law of 2010;
c) movable and immovable property which is essential for the direct pursuit of the Company’s business. Any Sub-Fund which invests in securities issued by one or several other Fund(s) (the “Target Sub-Fund(s)”) shall comply with the following conditions:
a) the Target Sub-Fund does not invest in the investing Sub-Fund;
2 c) the voting rights linked to the transferable securities of the Target Sub-Fund are suspended during the
period of investment;
d) in any event, for as long as these securities are held by the Company, their value will not be taken into consideration for the calculation of the net asset value for the purposes of verifying the minimum threshold of the net assets imposed by the Law of 2010; and
e) there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund having invested in the Target Sub-Fund and those of the Target Sub-Fund.
Finally, where the Board of Directors has decided that a Sub-Fund should be eligible for UCITS investors, the investment of such Sub-Fund in shares or units of other UCIs as referred under (ii) above shall be limited to ten (10) per cent of the assets of the relevant Sub-Fund(s).
The investment policy of the Company may replicate the composition of an index of securities or debt securities recognized by the Luxembourg supervisory authority.
The Company may in particular purchase the above mentioned assets on any regulated market, stock exchange of a State of Europe, being or not a member of the European Union ("EU"), of America, Africa, Asia, Australia or Oceania as such notions are defined in the Sales Documents.
The Company may also invest in recently issued transferable securities and money market instruments provided that the terms of issue include an undertaking that application will be made for admission to official listing on a regulated market, stock exchange or other regulated market and that such admission be secured within one year of issue.
In accordance with the principle of risk-spreading the Company is authorised to invest up to 100% of the assets attributable to each Sub-Fund in different transferable securities and money market instruments issued or guaranteed by a Member State of the EU, by one or more of its local authorities, by a member state of the OECD or the Group of twenty (G20), by the Republic of Singapore, by the Hong Kong Special Administrative Region of the People's Republic of China or by a public international body of which one or more Member States of the EU are members provided that if the Company uses the possibility described above, it shall hold on behalf of each relevant Sub-Fund securities from at least six different issues. The securities from any single issue shall not account for more than 30% of the total assets attributable to that Sub-Fund.
.
The Board of Directors, acting in the best interest of the Company, may decide, in the manner described in the Sales Documents, that: (i) all or part of the assets of the Company or of any Sub-Fund be co-managed on a segregated basis with other assets held by other investors, including other undertakings for collective investment and/or their Sub-Funds; or that (ii) all or part of the assets of two or more Sub-Funds of the Company be co-managed amongst themselves on a segregated or on a pooled basis.
Investments of each Sub-Fund of the Company may be made either directly or indirectly through wholly-owned subsidiaries, as the Board of Directors may from time to time decide and as described in the Sales Documents. Reference in these Articles to "investments" and "assets" shall mean, as appropriate, either investments made and assets beneficially held directly or investments made and assets beneficially held indirectly through the aforesaid subsidiaries.
The Company is authorized to employ techniques and instruments relating to transferable securities and money market instruments.
The Board of Directors may impose more stringent investment restrictions, as disclosed in the Sales Documents of the Company.”
2. Appointment of a new director
Appointment of Ms. Lara Marín Fernández as new director of the Company for a period starting on the date of the Meeting and ending on the date of the annual general meeting of the Company to be held on 2018.
Miscellaneous
In order to be able to deliberate validly on the agenda, the Meeting will require: (i) a quorum of at least fifty percent (50%) of the capital to be present or represented on item 1 and the resolutions will be adopted if
3 approved by two thirds (2/3) of the votes validly cast at the Meeting and (ii) no quorum being required for the item 2 of the agenda and the resolutions will be adopted if approved by simple majority of the votes validly cast at the Meeting. Votes cast will not include votes attached to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote.
If the Meeting is not quorated or is unable to deliberate and vote on any point of the above mentioned agenda, a further meeting will be reconvened to deliberate and vote on the pending points of the agenda. At such further meeting, there will be no quorum required and resolutions on the agenda will be adopted at a majority of two thirds (2/3) of the votes cast at the meeting in case of the item 1 and at a simple majority of the votes cast at the meeting in case of the item 2
Shareholders may vote in person or by proxy.
Shareholders who would like to attend this Meeting are kindly requested to confirm their presence at least 48 hours before the date of the Meeting to Eva-Maria Mick (fax number: 00352 2488 8491 or e-mail:
em.mick@edr.com).
Shareholders who are not able to attend this Meeting, are kindly requested to execute the enclosed proxy form and return it to Eva-Maria Mick (fax number: 00352 2488 8491 or e-mail: em.mick@edr.com). To be valid, proxies should be received in Luxembourg by the Company at least 48 hours before the date of the Meeting.
Forms of proxy already received for the Meeting to be held on 24 October, 2017 will remain valid and be used to vote at the reconvened meeting, if any, having the same agenda unless expressly revoked.
Luxembourg, on 28 September, 2017,
1
BBVA DURBANA INTERNATIONAL FUND
Société d'Investissement à Capital Variable
Registered office: 20, boulevard Emmanuel Servais, L-2535 Luxembourg
R.C.S. Luxembourg N° B 27.711
(the “Company”)
***FOR THE NOMINEES USE ONLY***
P R O X Y
The undersigned _______________________________________________________________,
holder of ____________________________________________________(__________) shares of
a société d'investissement à capital variable organized as a société anonyme, incorporated under the laws of the Grand Duchy of Luxembourg,
(the “Shareholder”)
hereby gives irrevocable proxy to the following:
_____________________________________________________________, (the “Proxyholder”)
with full power of substitution or the chairman of the meeting to represent the undersigned at the extraordinary general meeting of shareholders of the Company to be held before public notary on 24 October, 2017 at 2.30 pm (Luxembourg time) in Luxembourg at the registered office, 20, boulevard Emmanuel Servais, L-2535 Luxembourg, in order to deliberate on the following agenda:
AGENDA
In Favour Against
1. Amendment to article 18 of the articles of association of the Company to be read as follows:
“Art. 18. Investment Policies and Restrictions
The Board of Directors, based upon the principle of risk spreading, has the power to determine (i) the investment policies and strategies to be applied in respect of each Sub-Fund, (ii) the hedging strategy, if any, to be applied to specific Classes of Shares within particular Sub-Funds and (iii) the course of conduct of the management and business affairs of the Company.
In compliance with the requirements set forth by the Law of 2010 and detailed in the Sales Documents, in particular as to the type of markets on which the assets may be purchased or the status of the issuer or of the counterparty, each Sub-Fund may invest in:
2 (i) Transferable securities or money market instruments;
(ii) shares or units of other UCIs, including shares of a master fund and Shares of other Sub-Funds to the extent permitted and at the conditions stipulated by the Law of 2010;
(iii) deposits with credit institutions, which are repayable on demand or have the right to be withdrawn and which are maturing in no more than 12 months;
(iv) financial derivative instruments ;
(v) other assets to the extent permitted by the Law of 2010.
Any Sub-Fund which acts as a feeder fund of a master fund shall invest at least eighty five (85) percent of its assets in shares/units of another undertaking for collective investment in transferable securities (“UCITS”) or of a sub-fund of such UCITS, which shall neither itself be a feeder fund nor hold units/shares of a feeder fund. The feeder Sub-Fund may not invest more than fifteen (15) percent of its assets in one or more of the following:
a) ancillary liquid assets in accordance with Article 41 (2) of the Law of 2010;
b) financial derivative instruments, which may be used only for hedging purposes, in accordance with Article 41 (1) g) and Article 42 (2) and (3) of the Law of 2010;
c) movable and immovable property which is essential for the direct pursuit of the Company’s business.
Any Sub-Fund which invests in securities issued by one or several other Sub-Fund(s) (the “Target Sub-Fund(s)”) shall comply with the following conditions:
a) the Target Sub-Fund does not invest in the investing Sub-Fund; b) not more than ten (10) percent of the assets of the Target
Sub-Fund may be invested in other Sub-Sub-Funds;
c) the voting rights linked to the transferable securities of the Target Sub-Fund are suspended during the period of investment;
d) in any event, for as long as these securities are held by the Company, their value will not be taken into consideration for the calculation of the net asset value for the purposes of verifying the minimum threshold of the net assets imposed by the Law of 2010; and
e) there is no duplication of management/subscription or repurchase fees between those at the level of the Sub-Fund having invested in the Target Sub-Fund and those of the Target Sub-Fund.
Finally, where the Board of Directors has decided that a Sub-Fund should be eligible for UCITS investors, the investment of such Sub-Fund in shares or units of other UCIs as referred under (ii) above shall be limited to ten (10) per cent of the assets of the relevant Sub-Fund(s).
The investment policy of the Company may replicate the composition of an index of securities or debt securities recognized by the Luxembourg supervisory authority.
The Company may in particular purchase the above mentioned assets on any regulated market, stock exchange of a State of Europe, being or not a member of the European Union ("EU"), of America, Africa, Asia, Australia or Oceania as such notions are defined in the Sales Documents.
The Company may also invest in recently issued transferable securities and money market instruments provided that the terms of issue include an undertaking that application will be made for admission to official listing on a regulated market, stock exchange or other regulated market
3 and that such admission be secured within one year of issue.
In accordance with the principle of risk-spreading the Company is authorised to invest up to 100% of the assets attributable to each Sub-Fund in different transferable securities and money market instruments issued or guaranteed by a Member State of the EU, by one or more of its local authorities, by a member state of the OECD or the Group of twenty (G20), by the Republic of Singapore, by the Hong Kong Special Administrative Region of the People's Republic of China or by a public international body of which one or more Member States of the EU are members provided that if the Company uses the possibility described above, it shall hold on behalf of each relevant Sub-Fund securities from at least six different issues. The securities from any single issue shall not account for more than 30% of the total assets attributable to that Sub-Fund.
The Board of Directors, acting in the best interest of the Company, may decide, in the manner described in the Sales Documents, that: (i) all or part of the assets of the Company or of any Sub-Fund be co-managed on a segregated basis with other assets held by other investors, including other undertakings for collective investment and/or their Sub-Funds; or that (ii) all or part of the assets of two or more Sub-Funds of the Company be co-managed amongst themselves on a segregated or on a pooled basis.
Investments of each Sub-Fund of the Company may be made either directly or indirectly through wholly-owned subsidiaries, as the Board of Directors may from time to time decide and as described in the Sales Documents. Reference in these Articles to "investments" and "assets" shall mean, as appropriate, either investments made and assets beneficially held directly or investments made and assets beneficially held indirectly through the aforesaid subsidiaries.
The Company is authorized to employ techniques and instruments relating to transferable securities and money market instruments.
The Board of Directors may impose more stringent investment restrictions, as disclosed in the Sales Documents of the Company.”
2. Appointment of a new director
Appointment of Ms. Lara Marín Fernández as new director of the Company for a period starting on the date of the meeting and ending on the date of the annual general meeting of the Company to be held on 2018.
Miscellaneous
The draft revised Articles are available for inspection at the registered office of the Company.
The quorum required by the law is: (i) on item 1 of the agenda at least fifty per cent of the issued capital of the Company and the resolution on the item 1 of this agenda has to be passed by the affirmative vote of at least two-thirds of those votes validly cast at the meeting, and (ii) no quorum being required on the item 2 of the agenda, and the resolution on this item will be adopted if approved by simple majority of the votes validly cast at the meeting.
If the quorum is not reached during the first meeting on any point of the agenda, a second meeting will be convened with the pending items of the agenda at the same place. At such further meeting, there will be no quorum required and resolutions on the agenda will be adopted at a majority of two thirds (2/3) of the votes cast at the meeting in case of the item 1 and at a simple majority of the votes cast at the meeting in case of the item 2.
All powers are finally given to the Proxyholder to make any statement, cast all votes, sign all minutes of meetings and other documents, do everything which is lawful, necessary or simply useful in view of the accomplishment and fulfillment of the present proxy, and to proceed, in accordance with the requirements of Luxembourg law, to any registration with the Luxembourg Companies and Trade Registrar and to any
4 publication in the Recueil Electronique des Sociétés et Associations, while the undersigned promises to ratify all said actions taken by the Proxyholder whenever requested.
The present proxy will remain in force if this general meeting, for whatsoever reason, is to be continued, reconvened or postponed with the same agenda.
This proxy, and the rights, obligations and liabilities of the undersigned and the Proxyholder, shall be governed by the laws of Luxembourg.
Any claims, disputes or disagreements arising under, in connection with or by reason of this proxy shall be brought by the undersigned and the Proxyholder in the courts of Luxembourg-City, and the undersigned and the Proxyholder hereby submit to the exclusive jurisdiction of such Courts in any such actions or proceeding and waives any objection to the jurisdiction or venue of such Courts.
With a view to validate this proxy, Shareholder has to send with this proxy a copy of its valid ID card/passport or the updated list of authorized signatures, in the case it acts on behalf of a company. For lack of the disposal of the above-mentioned identification documents, this proxy will not be taken into consideration.
Given and signed in _____________ on _______________ 2017.
_________________________ _________________________
By: By:
