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November 2018

Notice of meeting

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Nordea Fund of Funds, SICAV
Société d’Investissement à Capital Variable
562, rue de Neudorf, L-2220 Luxembourg
R.C.S. Luxembourg B 66248

NOTICE OF MEETING

Notice is hereby given to the shareholders of Nordea Fund of Funds, SICAV (the “Company”) that a meeting of shareholders shall be held at the registered office of the Company on 27 November 2018 at 14:00 CET (the “Meeting”), with the following agenda:

1. Appointment of a new director Brian Philip Jensen, Strandgade 3, 0900 Copenhagen C, Denmark, with retroactive effect as of 15th of October 2018, subject to the CSSF approval,;
2. Ratification of the co-optation of Christian Schön, 33A Avenue J.F. Kennedy, L-1855 Luxembourg;
3. Ratification of the co-optation of Madhu Ramachandran, 33A Avenue J.F. Kennedy, L-1855 Luxembourg.

The resolutions on the agenda will be taken by a simple majority of the shareholders present or represented at the Meeting. Each share is entitled to one vote; fractions of shares have no voting rights. The majority requirements shall be determined in accordance with the number of shares issued and outstanding at midnight (Luxembourg time) on the fifth (5) day prior to the date of the Meeting (the “Record Date”). The rights of the shareholders to attend the Meeting and to exercise the voting rights are determined in accordance with the shares held by the shareholders at the Record Date.

In order to vote at the Meeting, shareholders may be present in person provided that proof of the shareholder’s identity is given and that the shareholder has informed the Company, for organisational reasons, in writing of his intention to attend the Meeting 2 (two) calendar days prior to the date of the Meeting, e.g. by 25 November 2018 (before 14:00 CET) at the latest (by mail to Nordea Investment Funds S.A., 562, rue de Neudorf, L-2220 Luxembourg or by telefax to the attention of Administrative Agency, telefax number +352 433 940).

The Meeting will be held in English language.

Shareholders who cannot personally attend the Meeting may act by proxy. Proxy forms can be obtained from the registered office of the Company. Shareholders not attending the Meeting in person are invited to send a duly completed and signed proxy form to arrive no later than Meeting 2 (two) calendar days prior to the date of the Meeting, e.g. 25 November 2018 (before 14:00 CET) (by mail to Nordea Investment Funds S.A., 562, rue de Neudorf, L-2220 Luxembourg or by fax to the attention of Administrative Agency, fax number +352 433 940).

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.

By order of the Board of Directors

Luxembourg, 12 November 2018

Nordea Fund of Funds, SICAV
Société d’Investissement à Capital Variable
562, rue de Neudorf, L-2220 Luxembourg
R.C.S. Luxembourg B 66248

POWER OF ATTORNEY

I, the undersigned

«Address1»
«Address2»
«Address3»
«Address4»

«Account ID XXXXXXXX»

owner of ______________ shares of Nordea Fund of Funds, SICAV (the “Company”), having its registered office in 562, rue de Neudorf, L-2220 Luxembourg (the “Registered Office”) hereby appoints:

Mr. Jeremie HOUET, residing in 562, rue de Neudorf, L-2220 Luxembourg, Grand Duchy of Luxembourg or any employee or Conducting Officer of the Company professionally residing in Luxembourg, each acting individually and with full power of substitution as its attorney-in-fact, to represent the undersigned at the meeting of the shareholders which shall be held at the Registered Office of the Company on 27 November 2018 at 14:00 CET (the “Meeting”), in order to deliberate and to vote on the items of the following agenda:

 

    For Against Abstention
1. 1. Appointment of Brian Philip Jensen, Strandgade 3, 0900 Copenhagen C, Denmark as a new director of the Company, with retroactive effect as of 15th of October 2018, subject to the approval of the CSSF;
3. 3. Ratification of the co-optation of Christian Schön, 33A Avenue J.F. Kennedy, L-1855 Luxembourg;
4. 4. Ratification of the co-optation of Madhu Ramachandran, 33A Avenue J.F. Kennedy, L-1855 Luxembourg.  

The present proxy will remain in force if the Meeting is, for whatsoever reason, to be adjourned or postponed or if a second of shareholders is to be convened in order to decide on the same agenda.

The undersigned undertakes to indemnify the attorney-in-fact against any claims, losses, costs, expenses, damages or liability sustained or incurred by the attorney-in-fact as a result of any action taken in good faith pursuant to the present power of attorney.

This power of attorney shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg and disputes arising out of or in connection with this proxy shall be submitted exclusively to the courts of the city of Luxembourg, Grand Duchy of Luxembourg.

Date________________________

Signature(s)______________________________________________

Nordea Fund of Funds, SICAV Page 2 of 2
562, rue de Neudorf
P.O. Box 782
L-2017 Luxembourg
Tel + 352 43 39 50 – 1
Fax + 352 43 39 48
nordeafunds@nordea.lu
www.nordea.lu

Registre de Commerce Luxembourg No B 66248, Registered office: 562, rue de Neudorf, L-2220 Luxembourg