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Access to information contained on this website is exclusively reserved for investors in Luxembourg. Please read the important information below. This contains legal and regulatory information which applies to our company status, use of this website and information about any investment in our products referred to in this website. Note that you will have to accept these terms and conditions before you can proceed. Copyright 2021 by Nordea Investment Funds S.A. – all rights reserved.
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Go to Home PageApril 2018
Nordea Fund of Funds, SICAV
Société d’investissement à capital variable
Société anonyme
L-2220 Luxembourg
562, rue de Neudorf
R.C.S. Luxembourg : B 66 248
NOTICE OF MEETING
Dear Shareholders,
The Board of Directors of Nordea Fund of Funds, SICAV (the “Company”) hereby gives you notice that the first extraordinary general meeting of the Company held on 15 March 2018 could not validly deliberate on the proposed agenda items due to the lack of quorum.
Therefore, you are hereby convened to attend a
SECOND EXTRAORDINARY GENERAL MEETING
of shareholders of the Company to be held on 17 May 2018 at 14:00 CET at the registered office of the Company 562, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg, (the “Second Extraordinary General Meeting”, or “Meeting”) with the following agenda:
AGENDA
Item Number |
|
1 |
Wording “Classes of shares” to be replaced with “share class (es)” throughout the articles of associations. |
2 |
Amendments to Article 2- DURATION |
3 |
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.” |
4 |
Amendments to Article 4 – REGISTERED OFFICE |
5 |
Amendments to Article 5 – CAPITAL |
6 |
Removal of current Article 6. Restrictions to be replaced with a new Article 6 – SUB FUNDS AND SHARE CLASS(ES) |
7 |
Removal of current Article 7 – SHAREHOLDERS’ MEETINGS to be replaced with a new Article – 7 ISSUE OF SHARES |
8 |
Removal of current Article 8 – BOARD OF DIRECTORS to be replaced with a new Article 8 – REDEMPTION AND CONVERSION OF SHARES |
9 |
Removal of current Article 9 – CHAIRMAN to be replaced with a new Article 9 – RESTRICTIONS |
10 |
Removal of current Article 10 – MINUTES to be replaced with a new Article 10 – SHAREHOLDERS’ MEETINGS |
11 |
Removal of current Article 11 – Powers to be replaced with a new Article 11 – BOARD OF DIRECTORS |
12 |
Removal of current Article 12 – CONFLICT OF INTEREST to be replaced with a new Article 12 – DELEGATION OF POWERS |
13 |
Removal of current Article 13 – INDEMNITY to be replaced with a new Article 13. COMMITTTEES |
14 |
Removal of current Article 14 – DELEGATION to be replaced with a new Article 14. SIGNATURES |
15 |
Removal of current Article 15 – SIGNATURES to be replaced with a new Article 15 INVESTMENT POLICY |
16 |
Removal of current Article 16 – REDEMPTION AND CONVERSION OF SHARES to be replaced with a new Article 16 INVALIDITY AND LIABILITY TOWARDS THIRD PARTIES |
17 |
Removal of current Article 17 – NET ASSET VALUE to be replaced with a new Article 17 INDEMNITY |
18 |
Removal of current Article 18 ISSUANCE OF SHARES to be replaced with a new Article 18 NET ASSET VALUE |
19 |
Amendments to current Article 19 – EXPENSES AND FEES |
20 |
Removal of current Article 20 FISCAL YEAR AND FINANCIAL STATEMENTS to be replaced with a new Article 20 – SUSPENSION OF THE NET ASSET VALUE |
21 |
Removal of current Article 21 AUTHORISED AUDITOR to be replaced with a new Article 21 – FISCAL YEAR AND FINANCIAL STATEMENTS |
22 |
Removal of current Article 22 DIVIDENDS to be replaced with a new Article 22 –AUTHORISED AUDITOR |
23 |
Removal of current Article 23 DISSOLUTION, TERMINATION, MERGER, DIVISION AND REORGANISATION to be replaced with a new Article 23 – DIVIDENDS |
24 |
Removal of current Article 24 AMENDMENT to be replaced with a new Article 24 DISSOLUTION, TERMINATION, MERGER, DIVISION AND REORGANISATION |
25 |
Removal of current Article 25 APPLICABLE LAW to be replaced with a new Article 25 AMENDMENT |
26 |
Insertion of a new Article 26 APPLICABLE LAW |
Details of the suggested amendments to the articles of incorporation of the Company:
For this Second Extraordinary General Meeting, the resolutions on the agenda may be passed without quorum requirements, by a majority of 2/3 of the votes cast.
Shareholders may vote in person or by proxy. The proxy must be read in conjunction with the proposed amendments to the articles of incorporation mentioned in the convening notice. Each share is entitled to one vote. 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 Second 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 9 May, 2018, 17:00 (CET).
HOWEVER proxies received for the Extraordinary General Meeting of 15 March 2018 remain valid for the Second Extraordinary General Meeting so that shareholders having already sent a proxy for the extraordinary general meeting of 15 March 2018 may not send a new proxy.
ADDITIONAL INFORMATION
Should you have any questions please contact Nordea Investment Funds S.A, Transfer Agency, 562, rue de Neudorf, L-2220 Luxembourg.
Luxembourg, 13 April 2018
By order of the Board of Directors