KBC Bonds
Société d’investissement à capital variable
Registered office:
80, route d’Esch, L-1470 Luxembourg Grand Duchy of Luxembourg
R.C.S. Luxembourg B 39.062 (the “Fund”)
CONVENING NOTICE TO AN EXTRAORDINARY GENERAL MEETING OF THE FUND
Luxembourg, 29.11.2024
Dear shareholder,
The Board of Directors of the Fund hereby convenes you, as a shareholder of the Fund, to an extraordinary general meeting of the shareholders of the Fund which will be held before Maître Henri HELLINCKX, notary residing in Luxembourg, Grand Duchy of Luxembourg on Wednesday 11 December 2024 at 14:00 at the registered office of the Fund (i.e. 80, Route d’Esch, L-1470 Luxembourg, Grand Duchy of Luxembourg), to vote on the following agenda (the “EGM”):
AGENDA
- Amendment of Article 8 to clarify the circumstances in which the Board of the Fund can restrict the holding of shares (including by redeeming certain shareholders):
Amended Article 8: “The Board of Directors may impose such restrictions as it deems appropriate (including compulsory redemption), to ensure that no shares in the Company are acquired or held by an investor who :- has made any misrepresentation as to his or her qualifications to be a shareholder, or that any such representation is no longer true,
- is or becomes a US person or holds shares on behalf of a US person,
- is or becomes a shareholder in breach of any applicable laws, regulations or requirements of any relevant country or governmental authority,
- is or becomes a shareholder in circumstances which are not or no longer supported by the business model of the Company or its management company;
- holds, as a result of a redemption or switch, remaining shares with a value below, if applicable, a minimum threshold, as may be determined in the prospectus for the relevant sub-fund or share class ;
is or becomes a shareholder in circumstances which lead or may lead to the Company or its shareholders incurring (a risk of) costs, or regulatory, reporting, tax or other consequences and that the Company would not be subject to otherwise.
The procedure to be followed in case of such forced redemption Is detailed in the prospectus.”
- Miscellaneous.
Quorum and majority requirements
The amendment of the Fund’s articles of association (the “Articles”) proposed under item 1 of the above agenda being extraordinary matters, the Articles and article 450-3 of the Luxembourg act on commercial companies dated 10 August 1915, as amended (the “Companies Act”) require a quorum of presence or representation of at least one half of the share capital of the Fund at the EGM. In the event that this quorum is not met, agenda items regarding an amendment of the Articles will be dropped.
The agenda items are adopted by a simple majority of the voting rights duly present or represented, except with regard to agenda item 1, for which a majority of 66.67% of the voting rights duly present or represented shall apply.
Attendance
At the EGM, each existing share entitles to one vote. Shareholders may physically attend the EGM.
Shareholders who want to be represented at the EGM are kindly requested to execute the power of attorney form that can be found via the website www.kbc.be/documentation-investissements and return it to the Fund using one of the following methods:
- Post: returning the signed copy by post to BROWN BOTHERS HARRIMAN (Luxembourg) S.C.A., at 80, Route d’Esch, L-1470 Luxembourg, Grand Duchy of Luxembourg, to the attention of CSLA.
- E-mail: by attaching a scanned copy of the signed document to an e-mail and sending it to lux.cla@bbh.com.
To be valid proxies should be received in Luxembourg by the Fund at least 24 hours before the date of the EGM.
The prospectus, the key information document and the most recent financial reports will be made available free of charge at the counters of the financial services providers, in particular KBC BANK NV, and at www.kbc.be. In Austria, these documents are available free of charge in English respectively German (Key Information Documents) from Erste Bank der oesterreichischen Sparkasse AG, Am Belvedere 1, A-1100 Wien.
Your faithfully,
The Board of Directors