Fidelity UCITS ICAV - Notice of Extraordinary General Meeting

This Circular is sent to you as a Shareholder of Fidelity US Quality Value UCITS ETF (the   “Fund”), a sub-fund of Fidelity UCITS 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.

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fidelity ucits Icav

(the “ICAV”)

 

FIDELITY US QUALITY VALUE UCITS ETF

(the “Fund”)

 

Notice of

Extraordinary General Meeting of The ICAV

 

 

 

 

 

 

 

 

_________________________________________________________________________________

 

 

Notice of the extraordinary general meeting (the “ EGM ”) to be held at George’s Quay House, 43   Townsend Street, Dublin 2, Ireland on 14 April 2026, 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 10 April 2026.  

 

_________________________________________________________________________________

 

 

 

 

 

 

 

19 March 2026

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 10 March 2025 (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 (the “Prospectus ”) and the Supplement, as amended, supplemented or otherwise modified from time to time.  

BACKGROUND

The Fund is currently passively managed and its investment objective is to provide investors with a total return, taking into account both capital and income returns, which reflects (before fees and expenses) the return of the Fidelity U.S. Quality Value Index (the “ Index ”). It is proposed to re-purpose the Fund such that it will no longer track the performance of the Index and will transition to an active systematically managed, equity research enhanced value strategy, as described in more detail below.

It is also proposed that the investment manager for the Fund will change from Geode Capital Management LLC to FIL Investments International (the “ New Investment Manager ”). For the avoidance of doubt, please note that there will be no change to the current level of fees payable by investors as a result of the change of investment manager for the Fund.

PROPOSED CHANGES TO THE FUND REQUIRING SHAREHOLDER APPROVAL

Change of Investment Objective

It is proposed to update the investment objective of the Fund to provide that the Fund will aim to achieve long-term capital growth from a portfolio primarily made up of equity securities of companies domiciled in the United States.

Changes to Investment Policy

The current investment policy of the Fund is to track the performance of the Index. It is proposed to re-purpose the Fund to reflect that it will no longer track the performance of the Index or any other index, that it will become an actively managed fund and that the New Investment Manager will use a quantitative approach in the selection of investments for the Fund with the aim of delivering a portfolio of investments that are typically focused on the highest conviction stock recommendations which the Investment Manager believes have attractive valuations based on its proprietary fundamental research.

It is also proposed to update the investment policy for the Fund to reflect that the Fund will hold a portfolio of equity securities which is systematically selected and managed with the aim of outperforming the MSCI USA Value Index (Total Net Return) (the   “ Benchmark ”) over the long term. The Benchmark is designed to measure the performance of the US stock market representing the performance of companies that exhibit higher value characteristics relative to their peers. While, due to the Fund’s objectives, the Fund will likely bear a close resemblance to the Benchmark, the Fund will be actively managed and will not attempt to replicate the Benchmark. Rather, the Investment Manager may overweight the securities which it considers have the highest potential to outperform the Benchmark and underweight or not invest at all in securities which the Investment Manager considers most overvalued. The Fund may also invest in securities which do not form part of the Benchmark. Investors should also note that while the Investment Manager expects to outperform the Benchmark (net of fees), there is no guarantee this will occur or such outperformance may be minimal or affected by fees.    

In light of the change of investment strategy for the Fund detailed above, please also note that updates have been made to the range of asset classes in which the Fund may invest, as reflected in the marked-up Supplement included at Appendix   IV.

PROPOSED CHANGES THAT ARE BEING NOTIFIED TO SHAREHOLDERS

Change of Fund Name

In light of the changes detailed above, the Supplement will also be updated to change the name of the Fund from “Fidelity US Quality Value UCITS ETF” to “Fidelity US Value Research Enhanced UCITS ETF”.

Change to Promotion of Environmental and Social Characteristics

The Fund currently tracks the Index and promotes the environmental and social characteristics included as part of the Index methodology and construction process. It is proposed to update the Supplement to reflect that the Fund will now seek to promote environmental and social characteristics by aiming to achieve an ESG score of its portfolio greater than the ESG score of the Benchmark. The relevant exclusions which are applied by the Fund are also being updated. Further details on this are included in the marked-up Sustainability Annex included at Appendix IV.

For the avoidance of doubt, please also note that the Fund will continue to fall under the ESG Tilt category of products (as described in the Prospectus).

Dealing Freeze

Shareholders should note that, in order to facilitate the transition from the current investment manager to the New Investment Manager (the “ Transition ”) and to ensure that all securities are fully settled at the point of the Transition, a temporary dealing freeze will be placed on the primary market for the Fund.

a)       Primary Markets

During the dealing freeze period, no subscriptions or redemptions will be processed on the primary market (ie, the Authorised Participants will not be able to subscribe or redeem). The issuer will maintain continuous, direct communication with Authorised Participants to coordinate the timing of changes related to the Transition to the New Investment Manager.

The dealing freeze will commence at 5:01pm (Irish time) on or around 27 April 2026 and will end at 5pm (Irish time) on or around 28 April 2026 (a period of approximately 1- Business Day). Specifically, and as a result, it is intended that 28 April 2026 will not be a Dealing Day.

Authorised Participants wishing to redeem their holdings in the Fund on the primary market prior to the dealing freeze should note that the last Dealing Day before the dealing freeze will be on or around 27 April 2026. As Shares may be bought and sold by submitting orders by 5pm (Irish time) on the relevant Dealing Day, Authorised Participants wishing to place a redemption order on the primary market to be processed on the last Dealing Day before the dealing freeze must submit their order by no later than 5pm (Irish time) on or around 27 April 2026. Orders received on the primary market after this deadline will not be processed until the dealing freeze has ended.

b)       Secondary Markets

Shareholders dealing with the Fund on Secondary Markets during the Transition will be uninterrupted. Nonetheless, investors should be aware that spreads quoted on an exchange may temporarily widen around the Transition period due to expected turnover within the underlying portfolio. The issuer will endeavour to work with the Authorised Participants to minimise the impact the Transition may have.

 

 

Change to Dealing Deadline

It is proposed that the Dealing Deadline on the primary market for the Fund will change from 5pm (Irish time) on the relevant Dealing Day to 4pm (Irish time) on the relevant Dealing Day.

Rationale for the PROPOSED changes

We propose these changes to offer clients a disciplined and diversified value exposure that leverages Fidelity’s established active equity research enhanced approach and fundamental research platform. The changes reflect Fidelity’s strong belief in active management and extend our existing Research Enhanced active equity ETF range, which currently has approximately $7 billion in assets under management.

As a leading active ETF provider in Europe, Fidelity aims to deliver key exposures with the potential for outperformance by applying the active insights of our global investment platform. Our focus remains on providing differentiated, cost - effective ETF solutions that combine transparency and liquidity with deep expertise in security selection and portfolio construction and these changes reflect that.

FURTHER information

A marked-up Supplement (including a marked-up Sustainability Annex), 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.

There is one Shareholder in the Fund and, accordingly, the quorum for the EGM is one Shareholder.   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, 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 29 April 2026, 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 ETFCapmarkets@fil.com .  

Yours sincerely

 

 

                       

Director

Fidelity UCITS ICAV

 

 

 

 

APPENDIX I

 

 

Notice of an Extraordinary General Meeting

Fidelity UCITS ICAV

(the “ICAV”)

 

Fidelity US Quality Value 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 14 April 2026 at 10:00 AM (Irish time) at the offices of the secretary, FIL Investment Management (Luxembourg) S.à r.l., 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 19 March 2026 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.à r.l., Ireland Branch, George’s Quay House, 43 Townsend Street, Dublin   2, Ireland or by email to FIL - Ireland Company Secretariat ( IM00116@fil.com ) (marked for the attention of Georgina Cromwell), as soon as possible and in any event not later than 10:00 AM (Irish time) on 10 April 2026 or attend in person at the EGM in order to vote upon the resolution.

 

 

 

______________________________

by order of

 

Secretary

FIL Investment Management (Luxembourg) S.à r.l., Ireland Branch

Dated: 19 March 2026

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.à r.l., Ireland Branch, George’s Quay House, 43   Townsend Street, Dublin 2, Ireland no later than forty-eight (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 ( IM00116@fil.com ).
• 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 (Irish time) on 10 April 2026 or, if the EGM is adjourned, at 10:00 AM (Irish time) 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.à r.l., Ireland Branch, George’s Quay House, 43   Townsend Street, Dublin 2, Ireland or via email to FIL - Ireland Company Secretariat ( IM00116@fil.com ) so as to be received no later than forty-eight (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 forty-eight (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 ICAV

(the “ICAV”)

 

Fidelity US Quality Value 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

 

_______________________________ 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.à r.l., Ireland Branch, George’s Quay House, 43 Townsend Street, Dublin 2, Ireland at 10:00 AM (Irish time) on 14 April 2026 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.

 

 

 

 

Dated this the     day of         , 2026

 

 

________________________

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.à r.l., 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 ( IM00116@fil.com ).

 

(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 Proxy Form to the secretary of the ICAV.

 

APPENDIX III

 

 

LETTER OF REPRESENTATION

(CORPORATE SHAREHOLDERS ONLY)

 

To:   The Directors

  Fidelity UCITS ICAV

  George’s Quay House

43 Townsend Street

  Dublin 2

  Ireland  

 

 

Dear Sirs

We,_____________________________________________________________________________,

of _______________________________________________________________________________

(the " Company ") being a shareholder of Fidelity US Quality Value 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)

_____________________________________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.à r.l., Ireland Branch, George’s Quay House, 43   Townsend Street, Dublin 2, Ireland at 10:00 AM (Irish time) on 14 April 2026 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 US QUALITY VALUE UCITS ETF