March 2018

Notice of meeting

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Dear Shareholders,

The Board of Directors of Nordea 1, SICAV (the “Company”) hereby gives notice to the Shareholders of the Company that further to the Commission de Surveillance du Secteur Financier’s approval, the articles of incorporation of the Company shall be amended.

An extraordinary general meeting of the Shareholders (the “Extraordinary General Meeting”) shall be held on 15 March 2018 at 10:30 CET, at the registered office of the Company 562, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg, with the following agenda:

AGENDA

Item Number

Amendments to the articles of incorporation of the Company as follows:

1

Amendments to Article 1. FORMATION

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. LOST CERTIFICATES

7

Insertion of a new Article 6. SUB-FUNDS AND SHARE CLASS(ES)

8

Insertion of a new Article 7. ISSUE OF SHARES

9

Removal of Article 8. MEETINGS OF SHAREHOLDERS

10

Insertion of a new Article 8. REDEMPTION AND CONVERSION OF SHARES

11

Amendments to Article 9. SHAREHOLDER RESTRICTIONS

12

Amendments to Article 10. MEETING OF SHAREHOLDERS

13

Removal of Article 11. POWERS

14

Insertion of a new Article 11. THE BOARD OF DIRECTORS

15

Insertion of a new Article 13. COMMITTTEES and renumbering of the subsequent articles accordingly

16

Insertion of a new Article 14. SIGNATURES

17

Amendment to Article 15. INVESTMENT POLICY

18

Deletion of current article Article 17. REDEMPTION AND CONVERSION OF SHARES

19

Amendment of Article 18. NET ASSET VALUE

20

Deletion of current Article 19. ISSUANCE OF SHARES

21

Deletion of Article 20. EXPENSES

22

Insertion of a new Article 20. SUSPENSION OF THE NET ASSET VALUE

23

Amendments to current Article 21. FISCAL YEAR AND FINANCIAL STATEMENTS

24

Amendments to current Article 23. DIVIDENDS

25

Amendment of Article 24. DISSOLUTION OF THE COMPANY, LIQUIDATION, MERGER, SPLIT, CONTRIBUTION OR CONVERSION OF A SUB-FUND

26

·         Amendments to current Article 25. AMENDMENT

27

·         Amendment of Article 26. APPLICABLE LAW

In order for the meeting to validly deliberate upon the items of the agenda, a quorum of 50% of the issued share capital is required and the approval of any of the resolutions requires the consent of Shareholders holding at least 2/3 of the votes cast at the Extraordinary General Meeting of Shareholders.

If the quorum is not reached the Extraordinary General Meeting of Shareholders will have to be reconvened in the manner prescribed by Luxembourg law. The reconvened meeting may validly deliberate on the same above agenda without any quorum.

Shareholders may vote in person or by proxy. 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 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 8 March, 2018, 17:00 (CET).

Shareholders having any question relating to the above should not hesitate to contact the UK facilities agent, Nordea Bank AB, London Branch, its principal place of business being 5 Aldermanbury Square, London, EC2V 7AZ.

Luxembourg, 1 March 2018

By order of the Board of Directors