THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.
WISDOMTREE ISSUER PUBLIC LIMITED COMPANY
Annual General Meeting
20 May 2016
If you have sold or transferred your shares in the Company please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.
Unless otherwise defined herein, all capitalised terms used herein shall bear the same meaning as capitalised terms used in the prospectus for the Company dated 2 October 2014, as may be amended and supplemented from time to time (the "Prospectus").
WISDOMTREE ISSUER PUBLIC LIMITED COMPANY
8 April 2016
Dear Shareholder
Annual General Meeting
Notice
Attached is the notice of the 2016 annual general meeting (the "AGM") of the Company and a proxy form for you to vote on the AGM Resolutions and a copy of the audited financial statements (including a statement of the assets and liabilities of the Company) and reports thereon of the Company for the year ended 31 December 2015.
In addition to the normal matters to be attended to at an AGM, namely, the receipt and consideration of the audited financial statements and reports thereon, a review of the Company's affairs by way of consideration of the audited financial statements and the authorisation of the directors of the Company (the "Directors") to fix the remuneration of the auditors of the Company (the "Auditors"), the Directors propose additional Special Resolutions to amend the Memorandum of Association and to adopt new Articles of Association with effect from 1 July 2016 (the "Memorandum" and the "Articles" respectively and collectively the "Constitution") for the reasons set out below.
Following commencement of the Companies Act 2014 (the "2014 Act") many of the existing provisions in Irish company law have been altered. The primary purpose of Resolutions 3 and 4 is to make certain amendments to the Constitution in order to ensure that the 2014 Act will not have any unintended effects by altering the manner in which the provisions of the Constitution are to be applied. It is also intended to amend the Constitution to take account of the provisions of the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1) (Undertakings for Collective Investment in Transferrable Securities) Regulations 2015 (the "Central Bank UCITS Regulations").
The Resolutions
Resolutions 1 and 2 deal with normal matters to be attended to at an AGM.
Resolution 3 proposes to amend the Memorandum to take account of the provisions of the 2014 Act.
Resolution 4 proposes to adopt new Articles to take account of the 2014 Act and the Central Bank UCITS Regulations and to reflect certain recent regulatory developments.
Details of the proposed changes are set out in Schedule 1 hereto. Copies of the proposed revised Memorandum and new Articles are available for inspection should shareholders of the Company ("Shareholders") wish to review them.
Recommendation
The Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend that you vote in favour of the resolutions at the AGM.
Yours faithfully
_____________
Schedule 1
Details of Resolution 3
Proposed Amendments to the Memorandum
The Memorandum has been updated to refer to the provisions of the 2014 Act (rather than to refer to provisions of existing legislation).
Details of Resolution 4
Proposed Amendments to the Articles
- The Articles have been updated to refer to the provisions of the 2014 Act (rather than to refer to provisions of existing legislation).
- Article 1 (Interpretation).
- Article 1(a) has been deleted as it is no longer relevant following introduction of the 2014 Act.
- Article 1(b) has been re-numbered as Article 1(a) following deletion of the previous Article 1(a). The following definitions within this Article have been amended / deleted as follows:
- Definition of "Acts" has been deleted and replaced with the following new definition:
"Act", the Companies Act 2014 and every statute or other provision of law modifying, extending or re-enacting it."
All references to "Acts" in the Articles have therefore been deleted and replaced with the defined term "Act".
- Definition of "Custodian" has been updated following introduction of the Central Bank UCITS Regulations. All references to "Custodian" in the Articles have therefore been deleted and replaced with the defined term "Depositary".
- Definition of "Connected Person" has been included to reflect an update to Article 135 following introduction of the Central Bank UCITS Regulations.
- Definition of "1963 Act" has been deleted following introduction of the 2014 Act.
- Definition of "1983 Act" has been deleted following introduction of the 2014 Act.
- Definition of "1990" Act" has been deleted following introduction of the 2014 Act.
- Definition of "Ordinary Resolution" has been updated to refer to the new legislative provision of the 2014 Act.
- Definition of "Register" has been updated to refer to the new legislative provision of the 2014 Act.
- Definition of "Special Resolution" has been updated to refer to the new legislative provision of the 2014 Act.
- Article 14 (Fees) has been updated to reflect the requirements of Regulation 45(1) of the Central Bank UCITS Regulations which provides that the constitutional documentation of the Company must disclose that the maximum repurchase charge cannot be increased in the absence of shareholder approval and specify the form such approval shall take.
- Article 18 (Assets of the Company) - Article 18 (b)(iii) has been updated to reflect the requirements of Regulation 36 (2) of the Central Bank UCITS Regulations which provides that if alternative method of valuation of asset is adopted, the rationale for doing so must be documented clearly.
- Article 21 (Redemption) - Article 21(e) has been updated to reflect the requirements of Regulation 33(3) of the Central Bank UCITS Regulations. Where a gate is applied to redemptions on a dealing day, currently those redemption requests will take priority over any subsequently received redemption request on the next dealing day. Regulation 33(3) of the Central Bank UCITS Regulations requires that any part of an initial redemption request held over must be dealt with in conjunction with any subsequently received redemptions rather than in priority to them.
- Article 47 (Convening General Meetings) has been updated to reflect new provisions of the 2014 Act which enable any Director or any Shareholder (as defined in the Articles) to convene an extraordinary general meeting of the Company (previously one Director or two Shareholders could convene an extraordinary general meeting of the Company).
- Article 49 (Business to be Transacted) has been amended to clarify the nature of business that can be transacted at an annual general meeting to reflect provisions of the 2014 Act.
- Article 54 (Determination of Resolutions) has been amended to reflect the provisions of the 2014 Act which enable a demand for a poll to be withdrawn other than with the consent of the Chairman of the relevant meeting.
- Article 55 (Entitlement to Demand Poll) has been amended to reflect the provisions of the 2014 Act where at least 3 Shareholders (rather than 5), having the right to vote at a general meeting, may demand a poll.
- Article 56 (Taking of a Poll) has been amended to reflect the provisions of the 2014 Act in relation to the taking of a poll.
- Article 62 (Appointment of Proxy) has been amended to provide that proxy forms shall include the option for Shareholders to abstain from voting on a resolution (as well as to vote in favour/against, as is currently provided for), in accordance with the requirements of the 2014 Act.
- Article 63 (Deposit of Proxy Instruments)
- Article 63(a)(ii) has been deleted as the Directors no longer have the discretion under the 2014 Act to accept proxy instruments received after the relevant cut-off time for receipt of proxy instruments.
- Article 63(a)(iii) has been renumbered as Article 63(a)(ii).
- Article (63)(b) has been added, which provides that proxy documents and any other document to be deposited with a proxy document (pursuant to Article 62) can be delivered by electronic means to the Company.
- Article 65 (Effect of Revocation of Proxy or of Authorisation) has been amended to reflect the provisions of the 2014 Act which provide that a proxy can be revoked up to the time of a meeting.
- Article 68 (Fund and Class Meetings) has been amended to include "Funds" in the heading of Article.
- Article 70 (Eligibility for Appointment) - a new Article 70(c) has been inserted to provide that no Director will be required to retire by rotation (to ensure that provisions on director rotation in the 2014 Act do not apply) or will be required to retire on account of age, to reflect the current position.
- Article 92 (Telecommunication Meetings) has been amended to disapply provisions of the 2014 Act, which would otherwise dictate the deemed location of telecommunication meetings and to provide that any Directors telecommunication meeting shall be as decided by the meeting.
- Article 135 (Dealings by Administrator, etc.) has been amended to reflect the Central Bank of Ireland's requirements for transactions involving "Connected Persons" as set out in Regulation 40 of the Central Bank UCITS Regulations.
- Article 139 (Overriding Provisions) has been renumbered Article 139(a) and has been amended to provide that any law (not just the UCITS Regulations) to which the Company is subject will prevail in the event of a conflict with the Articles and a new provision, Article 139(b), has been added to "deactivate" any provision of the 2014 Act which is optional and which might conflict with the Constitution.
.
WISDOMTREE ISSUER PUBLIC LIMITED COMPANY
NOTICE OF ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor
NOTICE is hereby given that the Annual General Meeting of WisdomTree Issuer plc (the "Company") will be held at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland on 20 May 2016 at 11a.m. (Irish time) to transact the following business:
1. To receive and consider the Directors' report and the audited financial statements for the year ended 31 December 2015 together with the Auditors' report thereon.
2. To review the Company's affairs.
3. To authorise the Directors to fix the remuneration of the Auditors.
4. To consider, and if thought fit, pass the following resolution as a special resolution of the Company: "That, with effect from 1 July 2016, the Memorandum of Association of the Company be amended in the form initialled by the Chairman and tabled at the meeting."
5. To consider, and if thought fit, pass the following resolution as a special resolution of the Company: "That, with effect from 1 July 2016, new Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the meeting, in substitution for the existing Articles of Association."
On behalf of the Board
______________________
Wilton Secretarial Limited
Secretary
Registered Office:
6th Floor
2 Grand Canal Square
Dublin 2
Ireland
8 April 2016
Notes:
1. Shareholders are entitled to attend and vote at the Annual General Meeting of the Company. A Shareholder may appoint a proxy or proxies to attend, speak and vote instead of the Shareholder. A proxy need not be a Shareholder or a member of the Company.
2. A form of proxy is enclosed for the use of Shareholders unable to attend the meeting. Proxies and any authority under which they are signed must be sent to the secretary of the Company c/o The Secretary, c/o Wilton Secretarial Limited 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland. Shareholders may send their proxies and any authority under which they are signed by fax to + 353-1-639 5333 provided the original signed form and any authority under which it is signed is sent immediately by post to the above mentioned address. To be valid, proxies and any authority under which they are signed must be received by the Secretary before the time appointed for the holding of the meeting.
3. There will be available for inspection by Shareholders at 6th Floor, 2 Grand Canal Square, Dublin 2, during normal business hours from the date of this notice until the conclusion of the Annual General Meeting of the Company, copies of:
a) the current Memorandum and Articles of Association of the Company; and
b) the draft revised Constitution (to include the revised Memorandum and Articles of Association) for the Company as proposed to be amended.
4. A copy of the Prospectus is available upon request during normal business hours from the registered office of the Company.
PROXY FORM
WISDOMTREE ISSUER PUBLIC LIMITED COMPANY
I/We ___________________________ of _______________________________________________ being a Shareholder of the above named Company hereby appoint the Chairman of the meeting or failing him/her, any one Director, or failing him/her Gemma Bannon or failing her, Annette Costello or failing her, Deirdre Mooney of failing her Paula Stubbs _______________________ as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 2 Grand Canal Square, Dublin 2 Ireland 20 May 2016 11a.m. (Irish time) and at any adjournment thereof.
Please indicate with an "X" in the space below how you wish your votes to be cast in respect of each Resolution. If no specific direction as to voting is given the proxy will vote or abstain from voting at his discretion.
| Voting Instructions to Proxy (choice to be marked with an "x") | |||
| Number or description of resolution: | In Favour | Abstain | Against |
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| Unless otherwise instructed the proxy will vote as he or she thinks fit. | |||
| Name and address of the Shareholder........................... Signature of the Shareholder:................................. Dated:......................................... | |||
Notes:
- A Shareholder must insert his full name and registered address in type or block letters. In the case of joint accounts the names of all holders must be stated.
- If you desire to appoint a proxy other than the Chairman of the meeting please insert his name and address and delete the words "the Chairman of the meeting or failing him/her, any one Director, or failing him/her Gemma Bannon or failing her, Annette Costello or failing her, Deirdre Mooney of failing her Paula Stubbs"
- The proxy form must:-
- i) in the case of an individual Shareholder be signed by the Shareholder or his attorney; and
- ii) in the case of a corporate Shareholder be given either under its common seal or signed on its behalf by an attorney or by a duly authorised officer of the corporate Shareholder.
- In the case of joint Shareholders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint Shareholders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
- To be valid this proxy form and any power of attorney under which it is signed must be sent to the Secretary, c/o Wilton Secretarial Limited 2 Grand Canal Square, Dublin 2 Ireland. Shareholders may send their proxies by fax to 00 353 1 639 5333 provided the original signed form is sent immediately by post to the above mentioned address before the time appointed for the holding of the meeting.
- A proxy need not be a Shareholder but must attend the meeting in person to represent you.