March 2018

Notice of meeting

Download legal notice

Dear Shareholders,

The Board of Directors of Nordea 2, SICAV (the “Company”) hereby gives notice to the Shareholders of the Company that further to the Commission de Surveillance du Secteur Financier’s approval, the articles of incorporation of the Company shall be amended.

An extraordinary general meeting of the Shareholders (the “Extraordinary General Meeting”) shall be held on 29 March 2018 at 2.30 CET at the registered office of the Company 562, rue de Neudorf L-2220 Luxembourg, Grand Duchy of Luxembourg, Grand Duchy of Luxembourg with the following agenda:

AGENDA

Item Number

Amendments to the articles of incorporation of the Company as follow:

1

·         Wording “Classes of shares” to be replaced with “share class (es)” throughout the articles of associations.

2

·         Amendments to Article 1. FORMATION

3

·         Amendments to Article 2. DURATION

4

·         Amendments to Article 3. OBJECT to be read as follows:

“The object of the Company is to place the funds available to it mainly in transferable securities and/or other liquid financial assets referred to in article 41 of the law of December 17, 2010 regarding undertakings for collective investment, as amended from time to time (hereafter referred to as the “Law”) with the purpose of spreading investment risk and affording its shareholders the benefit of the management of the Company’s assets.

 

The Company may take any measures and carry out any operations which it may deem useful to the accomplishment and development of its purpose                 to the full extent permitted by Part I of the Law.”

5

·         Amendments to Article 4. REGISTERED OFFICE

6

·         Amendments to Article 5. SHARE CAPITAL

7

·         Amendments to Article 6. SUB-FUNDS AND CLASSES OF SHARES

8

·         Amendments to Article 7. ISSUE OF SHARES

9

·         Amendments to Article 8. REDEMPTION AND CONVERSION OF SHARES

10

·         Amendments to Article 9. SHAREHOLDER RESTRICTIONS

11

·         Amendments to Article 10. MEETING OF SHAREHOLDERS

12

·         Amendments to Article 11. THE BOARD OF DIRECTORS

13

·         Amendments to Article 12. DELEGATION OF POWERS

14

·         Insertion of a new Article 13. COMMITTTEES and renumbering of the subsequent articles accordingly

15

·         Amendments to Article 14. SIGNATURES

16

·         Amendments to current Article 17. NET ASSET VALUE

17

·         Amendments to current Article 18. EXPENSES

18

·         Amendments to current Article 19. SUSPENSION OF THE NET ASSET VALUE

19

·         Amendments to current Article 21. AUTHORISED AUDITOR

20

·         Amendments to current Article 23. DISSOLUTION, TERMINATION, MERGER, DIVISION AND REORGANISATION

21

·         Amendments to current Article 24. AMENDMENT

22

·         Amendments to current Article 25. APPLICABLE LAW

 

In order for the meeting to validly deliberate upon the items of the agenda, a quorum of 50% of the issued share capital is required and the approval of any of the resolutions requires the consent of Shareholders holding at least 2/3 of the votes cast at the Extraordinary General Meeting of Shareholders.

If the quorum is not reached the Extraordinary General Meeting of Shareholders will have to be reconvened in the manner prescribed by Luxembourg law. The reconvened meeting may validly deliberate on the same above agenda without any quorum.

Shareholders may vote in person or by proxy. The text of the proposed amendments to the articles of incorporation of the Company is available at the registered office of the Company upon request.

Shareholders who are unable to attend this Extraordinary General Meeting, are kindly requested to return the enclosed proxy form duly signed by mail to Nordea Investment Funds S.A., 562, rue de Neudorf, L-2220 Luxembourg or by fax to the attention of Nordea Investment Funds S.A., fax number +352433 940. To be valid proxies should be received before 23 March 2018, 5 pm (Luxembourg time).

Luxembourg, 15 March 2018

By order of the Board of Directors