ONEMARKETS FUND S.A.-SICAV
Société anonyme – Société d'Investissement à Capital Variable
8-10, rue Jean Monnet, L-2180 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 271238
Luxembourg, 12 December 2023
Dear Shareholder,
You are invited to attend the annual general meeting of shareholders of onemarkets Fund S.A.- SICAV (the "Company"), which will be held at the registered office of the Company, 8-10, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, on 20 December 2023 at 10:00 CEST (the "Meeting") with the following agenda:
AGENDA
- To acknowledge the management report prepared by the board of directors on the Company's annual accounts along with the independent auditor's report for the first financial year which ended on 30 June 2023.
- To approve the annual accounts in relation to the first financial year which ended on 30 June 2023 (the "2023 Annual Accounts").
- To grant the discharge to the directors of the Company (and the former directors who resigned in the course of the financial year) for the performance of the duties in relation to the first financial year which ended on 30 June 2023.
- To renew the mandates of all the directors of the Company until the next annual shareholders' meeting to be held in 2024.
- To appoint Mr. Didier PRIME as independent Director of the Company until the next annual shareholders’ meeting to be held in 2024 subject to the approval of the CSSF.
- To renew the mandate of Deloitte Audit S.à r.l. as independent auditor (réviseur d'entreprises agréé) of the Company until the next annual shareholders' meeting to be held in 2024.
- To empower any director of the Company or Structured Invest S.A. (acting in its capacity as management company of the Company) each acting individually (with full powers of substitution) to proceed with all relevant filings in relation to the 2023 Annual Accounts.
- Miscenalleous.
A copy of the audited annual accounts, the independent auditor's report, and the management report for the first financial year ended 30 June 2023 is available free of charge at the registered office of the Company.
Please find below the general rules which will govern the convening and holding of the Meeting in accordance with the provisions of the articles of incorporation and prospectus of the Company, and Luxembourg laws and regulations:
CONVENING NOTICE
Notices setting forth the agenda shall be sent by registered mail at least eight (8) days prior to the Meeting to each shareholder at the shareholder's address in the register of shareholders. This letter constitutes the notice. Documentation regarding the Meeting will be made available at least eight (8) days prior to the Meeting at the registered office. To the extent required by law (e.g., in the distribution countries), the notice shall, in addition, be published in such newspapers as the board of directors of the Company may decide.
QUORUM – MAJORITY REQUIREMENTS
Each entire share is entitled to one vote. The adoption of the resolutions on the agenda of the Meeting shall not be subject to any quorum requirement. Resolutions will be passed by a simple majority of the votes of the shareholders present or represented and voting.
REPRESENTATION – POWER OF ATTORNEY
If you cannot be personally present at this meeting and wish to be represented, a proxy may be entitled to be appointed to vote on your behalf (which does not need to be a shareholder). In this case, please send – by close of business (6 p.m. CEST) on 18 December 2023 – the duly completed proxy form (as attached to this convening notice) to the Company's registered office (to the attention of Mr Ruediger Herres):
by e- mail: si.lega@unicredit.lu; or
by mail: onemarkets Fund
Attn: Mr Ruediger Herres
8-10, rue Jean Monnet, L-2180, Luxembourg
Grand Duchy of Luxembourg
RIGHT TO PARTICIPATE – RECORD DATE
Only shareholders on record at midnight (Luxembourg time) on 15 December 2023 are entitled to vote at the Meeting and at any adjournments thereof.
We remain at your disposal for any further query you might have.
Your faithfully,
By onemarkets Fund