Fidelity UCITS II ICAV - Notice of Extraordinary General Meeting

Fidelity UCITS II ICAV - Notice of Extraordinary General Meeting

PR Newswire

London, August 26

This Circular is sent to you as a Shareholder of Fidelity Sustainable Global Corporate Bond Multifactor UCITS ETF (the "Fund"), a sub-fund ofFidelity UCITS II ICAV(the "ICAV"). It is important and requires your immediate attention. If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker, solicitor or attorney or other professional advisor. If you sold or otherwise transferred your holding in the Fund, please send this Circular to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This Circular and the changes it proposes have not been reviewed by the Central Bank of Ireland (the "Central Bank") and it is possible that changes thereto may be necessary to meet the requirements of the Central Bank.

The directors of the ICAV (the "Directors") are the persons responsible for the information contained in the Circular. The Directors are of the opinion that there is nothing contained in this Notice nor in the proposals detailed herein that conflicts with the regulations of the Central Bank.

_________________________________________________________________________________

FIDELITY UCITS II ICAV

(the "ICAV")

FIDELITY SUSTAINABLE GLOBAL CORPORATE BOND MULTIFACTOR UCITS ETF

(the "Fund")

Notice of

Extraordinary General Meeting of The ICAV

_________________________________________________________________________________

Notice of the EGM to be held at George's Quay House, 43 Townsend Street, Dublin 2, Ireland on 21 September 2022, at the time set out at Appendix I. The accompanying Proxy Form for use by shareholders in the Fund at the EGM should be completed and returned, in accordance with the instructions printed thereon, so as to be received as soon as possible and, in any event, not later than 10:00 AM (Irish time) on 19 September 2022.

_________________________________________________________________________________

KEY DATES FORTHE EGM
Record Date	19 September 2022, being two Business Days before the date of the EGM. This is the date used to calculate the number of shares held by each Shareholder entitled to vote at the EGM.
Last date for receipt of Proxy Forms in relation to the EGM	10:00 AM (Irish time) on 19 September 2022
EGM	10:00 AM (Irish time) on 21 September 2022
Last date for receipt of Proxy Forms in relation to an adjourned EGM	10:00 AM (Irish time) on 26 September 2022 (in the event that no quorum is present at the EGM on 21 September 2022)
Adjourned EGM	In the event that no quorum is present at the EGM, the EGM shall be adjourned to 10:00 AM (Irish time) on 28 September 2022.
Results of EGM	The results of the EGM or any adjourned EGM will be published on the Business Day following the EGM or adjourned EGM, as applicable.
Effective Date	Subject to approval by the Shareholders and the Central Bank, the changes being tabled for consideration at the EGM are currently expected to be effective on or about 30 September 2022, although this timeline may change. In the event that these changes become effective after 30 September 2022, Shareholders will be notified of this.

24 August 2022

Dear Shareholder

We are writing to you as a Shareholder in the Fund.

The purpose of this Circular is to convene an EGM of the Shareholders of the Fund in order to seek approval for certain proposed changes to the Supplement for the Fund dated 2 June 2022 (the "Supplement").

Unless otherwise indicated, all capitalised terms used in this Circular shall have the same meaning as otherwise described in the currently effective prospectus of the ICAV and supplement for the Fund, as amended, supplemented or otherwise modified from time to time.

PROPOSED CHANGES TO THE FUND

Investment Objective: It is proposed to update the investment objective of the Fund to provide that in addition to seeking to achieve income and capital growth, the Fund's investment objective will be to align with the Paris Agreement long-term global warming objectives by restricting the carbon emission exposure of its portfolio.

Benchmark index: In this regard, in addition it is proposed to update the investment policy of the Fund to reflect that the reduction of carbon emission objective of the Fund will be aligned with the Solactive Paris Aligned Global Corporate Index (the "Benchmark"), and a description of the Benchmark is being included in the Supplement. The Fund will no longer be managed in reference to the Bloomberg Global Aggregate Corporate Index if the proposed changes become effective. While it is proposed that the Fund will likely bear a close resemblance to the Benchmark and the risk characteristics (e.g. level of volatility) and carbon footprint of the Fund's portfolio will be broadly similar to that of the Benchmark, the Fund will be actively managed and will not attempt to replicate the composition of the Benchmark.

In addition, it is proposed to update the investment policy of the Fund to reflect that the Investment Manager will select securities which are: (a) weighted with a view to maximising portfolio return relative to Benchmark; (b) aligned with the carbon emission performance of the Benchmark; and (c) sustainable investments pursuant to the SFDR. It is proposed that the Fund will invest in securities issued by companies that contribute to an environmental objective, do no significant harm, meet minimum safeguards and have good governance. As such, it is proposed to update the Fund's investment policy to clarify that the Investment Manager will select securities aligned with the carbon emission performance of the Benchmark.

SFDR classification: While the Fund is currently subject to the disclosure requirements of article 8 of the SFDR, it is proposed to update the Supplement to reflect that the Fund will have a sustainable investment objective and will be subject to the disclosure requirements of article 9 of the SFDR.

Fund name: In addition, the Supplement will also be updated to change the name of the Fund from "Fidelity Sustainable Global Corporate Bond Multifactor UCITS ETF" to "Fidelity Sustainable Global Corporate Bond Paris-Aligned Multifactor UCITS ETF".

Other: Further detail is being provided in the Supplement regarding the existing ESG screening, rating and portfolio weighting processes. In addition, at the occasion of, and unrelated to, the changes described above, please also note that it is proposed to change the dealing deadline for the Fund to 2:30 pm (Irish time) on the relevant Dealing Day (this was previously 4:00 pm (Irish time) on the Business Day prior to the relevant Dealing Day) to better capture when the underlying securities market closes.

Rationale for the PROPOSEDchanges

In view of an increasingly climate conscious investor base, we believe it to be in the best interests of the Fund to evolve its investment objective and policy to incorporate climate objectives. This change aims to improve the sustainable outcome of the Fund's portfolio, while providing a similar or enhanced risk/return profile. The benefits of the proposed changes are intended to include:

• providing a similar level of currency, credit and duration risk (relative to the existing benchmark index) while significantly reducing exposure to climate risk and potential for bond drawdown;
• the portfolio matching the self-decarbonisation pathway of the new benchmark index as defined under EU regulation; and
• delivering a significant reduction in carbon footprint of the portfolio (compared with similar products tracking non Paris-aligned indices).

FURTHER information

A marked-up Supplement, reflecting the changes which are proposed, has been included at Appendix IV.

In order to be effective, the Shareholders of the Fund are required to pass the resolution as set out in the Notice of EGM in Appendix I attached hereto. A Proxy Form to enable you to vote at the EGM is enclosed at Appendix II and you are urged to complete and return it as soon as possible, and in any event no later than the relevant date and time set out at page 2 of this Circular.

The quorum for the EGM is two Shareholders present (in person or by proxy) entitled to vote. If a quorum is not present within half an hour of the time appointed for the EGM, it will be necessary to adjourn it to the time and date specified on page 2 of this Circular.

RECOMMENDATION AND ACTION TO BE TAKEN

In the opinion of the directors of the ICAV, the resolution to be proposed at the EGM is in the best interests of the ICAV and the Shareholders of the Fund as a whole and, accordingly, the Directors recommend that you vote in favour of resolution as set out in the Notice of EGM at Appendix I attached hereto.

NEXT STEPS

If the resolution proposed at the EGM is passed, the amendments to the Supplement, subject to any further amendments required by the Central Bank or otherwise, will become effective once formally noted by the Central Bank, which is currently expected to be on or about 30 September 2022, although this timeline may change. A revised version of the Supplement will be available from the ICAV upon request.

If the resolution is not passed, you will be notified.

Should you have any questions relating to the above, you should contact your professional advisor or [e-mail].

Yours sincerely

Director

Fidelity UCITS II ICAV

APPENDIX I

Notice of an Extraordinary General Meeting

Fidelity UCITS II ICAV

(the "ICAV")

Fidelity Sustainable Global Corporate Bond Multifactor UCITS ETF

(the "Fund")

Dear Shareholder

We are writing to you in your capacity as a Shareholder of the Fund. Notice is hereby given that an extraordinary general meeting (the "EGM") of the ICAV will be held on 21 September 2022 at 10:00 AM (Irish time) at the offices of the secretary, FIL Investment Management (Luxembourg) S.A., Ireland Branch, at George's Quay House, 43 Townsend Street, Dublin 2, Ireland to consider and if thought fit, pass the following as an ordinary resolution of the ICAV:

That the proposed changes to the Fund's investment objective and policies as described in the circular to shareholders dated 24 August 2022 be and are hereby approved.

As a holder of Shares, we request that you complete the enclosed proxy and return it to FIL Investment Management (Luxembourg) S.A., Ireland Branch, George's Quay House, 43 Townsend Street, Dublin 2, Ireland or by email to FIL - Ireland Company Secretariat ([e-mail]) (marked for the attention of Georgina Cromwell), as soon as possible and in any event not later than 10:00 AM (Irish time) on 19 September 2022 or attend in person at the EGM in order to vote upon the resolution.

______________________________

by order of

Secretary

FIL Investment Management (Luxembourg) S.A., Ireland Branch

Dated:24 August 2022

NOTES

• The amendments to the Fund's investment objective and policies as set out in the marked-up supplement for the Fund included at Appendix IV may be subject to change to reflect any additional amendments required by the Central Bank of Ireland or otherwise. However, Shareholders should note that while the specific wording in the supplement for the Fund may change, it will not be materially different from that included at Appendix IV.
• A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote instead of him or her.
• A proxy need not be a member of the ICAV.
• In the case of a body corporate, the proxy form must be either under seal of the body corporate or under the hand of an officer or attorney duly authorised in writing.
• The proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at at the offices of FIL Investment Management (Luxembourg) S.A., Ireland Branch, George's Quay House, 43 Townsend Street, Dublin 2, Irelandno later than 48 hours before the time of the meeting / before the time of the meeting. An emailed copy will be accepted and can be sent for the attention of Georgina Cromwell at FIL - Ireland Company Secretariat ([e-mail]).
• The accidental omission to give notice of the EGM to, or the non-receipt of notice of the EGM by, any person entitled to receive notice shall not invalidate the proceedings at the EGM.

Entitlement to attend and vote

• Please note that you are only entitled to attend and vote at the meeting (or any adjournment thereof) if you are a registered shareholder. As the Fund uses the International Central Securities Depositary ("ICSD") model of settlement and Citivic Nominees Limited is the sole registered shareholder of shares in the Fund under the ICSD settlement model, investors in the Fund should contact the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee) if they have any queries on the course of action they should take in relation to this document.
• The ICAV specifies that only those members registered in the Register of the ICAV at 10:00 AM on 19 September 2022 or, if the EGM is adjourned, at 10:00 AM on the day that is two days prior to the adjourned meeting (the "record date"), shall be entitled to attend, speak, ask questions and vote at the EGM, or if relevant, any adjournment thereof and may only vote in respect of the number of shares registered in their name at that time. Changes to the Register after the record date shall be disregarded in determining the right of any person to attend and/or vote at the EGM or any adjournment thereof.

Appointment of proxies

• A form of proxy is enclosed with this Notice of EGM for use by registered shareholders. As mentioned above, investors in the 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. In order 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 FIL Investment Management (Luxembourg) S.A., Ireland Branch, George's Quay House, 43 Townsend Street, Dublin 2, Ireland or via email to FIL - Ireland Company Secretariat ([e-mail]) so as to be received no later than 48 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 48 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.
• Registered shareholders have several ways of exercising their votes: (a) by attending the EGM in person; or (b) by appointing a proxy to vote on their behalf. In the case of joint holders, 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 registered holders 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.

Appendix II

PROXY FORM

Fidelity UCITS II ICAV

(the "ICAV")

Fidelity Sustainable Global Corporate Bond Multifactor UCITS ETF

(the "Fund")

*I/We _______________________________________________________________________

of __________________________________________________________________________

(the "Member")

being a shareholder of the above named Fund hereby appoint the Chairperson of the meeting or failing her Georgina Cromwell of George's Quay House, 43 Townsend Street, Dublin 2, Ireland or failing her Lorraine McCarthy of George's Quay House, 43 Townsend Street, Dublin 2, Ireland or failing her

_______________________________ of________________________________________________ as the proxy of the Member to attend, speak and vote on behalf of the Member at the extraordinary general meeting of the Fund to be held at the offices of FIL Investment Management (Luxembourg) S.A., Ireland Branch, George's Quay House, 43 Townsend Street, Dublin 2, Ireland at 10:00 AM (Irish time) on 21 September 2022 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 the resolution. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his discretion.

RESOLUTION	IN FAVOUR	ABSTAIN	AGAINST
Ordinary Resolution to approve the changes to the Fund's investment objective and policies as described in the circular to shareholders dated 24 August 2022

Dated this the day of , 2022

________________________

Signature of Member

Notes:

a. In the case of a body corporate, the Proxy Form must be either under seal of the body corporate or under the hand of an officer or attorney duly authorised in writing.

b. The Proxy Form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the offices of FIL Investment Management (Luxembourg) S.A., Ireland Branch, George's Quay House, 43 Townsend Street, Dublin 2, Ireland no later than the time of the meeting. An emailed copy will be accepted and can be sent for the attention of Georgina Cromwell at FIL - Ireland Company Secretariat ([e-mail]).

c. Unless otherwise instructed, the proxy will vote as he/she thinks fit.

d. In the case of joint shareholders, the signature of the first named shareholder will suffice.

e. If you wish to appoint a proxy of your choice, delete the words "the Chairperson" and insert the name of the proxy you wish to appoint (who need not be a member of the ICAV).

f. The returning of a Proxy Form duly completed will not prevent a member in the ICAV from attending and voting in person.

g. As the sub-funds of the ICAV use the International Central Securities Depositary ("ICSD") model of settlement and Citivic Nominees Limited is the sole registered shareholder of shares in the Fund under the ICSD settlement model, investors in the Fund 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 submitting this Form of Proxy to the secretary of the ICAV.

APPENDIX III

LETTER OF REPRESENTATION

(CORPORATE SHAREHOLDERS ONLY)

To: The Directors

Fidelity UCITS II ICAV

George's Quay House

43 Townsend Street

Dublin 2

Ireland

Dear Sirs

We,_____________________________________________________________________________,

of _______________________________________________________________________________

(the "Company") being a shareholder of Fidelity Sustainable Global Corporate Bond Multifactor UCITS ETF (the "Fund"), hereby notify you that pursuant to a resolution of our board of directors, the Chairperson of the shareholders' meeting to consider the ordinary resolution, or (failing her) Georgina Cromwell of George's Quay House, 43 Townsend Street, Dublin 2, Ireland or (failing her) Lorraine McCarthy of George's Quay House, 43 Townsend Street, Dublin 2, Ireland or (failing her)

_____________________________________of___________________________________________ has been appointed as the Company's representative to attend and vote on the Company's behalf at the extraordinary general meeting of the Fund to be held at the offices of FIL Investment Management (Luxembourg) S.A., Ireland Branch, George's Quay House, 43 Townsend Street, Dublin 2, Ireland at 10:00 AM (Irish time) on 21 September 2022 and at any adjournment thereof.

Such person so appointed shall be entitled to exercise the same powers at any such meeting in respect of our shares in the Fund as we could exercise if we were an individual shareholder and is empowered to sign any necessary consents in connection with any such extraordinary general meeting, with respect to any ordinary business on behalf of the Company.

Signed

Duly authorised officer

For and on behalf of

________________________

Date

Appendix IV

MARKED-UP SUPPLEMENT OF

FIDELITY SUSTAINABLE GLOBAL CORPORATE BOND MULTIFACTOR UCITS ETF

https://mma.prnewswire.com/media/1886109/Fidelity_UCITS_II_ICAV___Fidelity_Sustainable_Global_Corporate_Bond_Multifactor_UCITS_ETF___Suppleme.pdf