Xtrackers (IE) plc

Investment Company with Variable Capital

Registered Office: 78 Sir John Rogerson's Quay, Dublin 2, Ireland

Registration number: 393802

Circular to the Shareholders and

Notice of Extraordinary General Meeting of

XTRACKERS JPX-NIKKEI 400 UCITS ETF

ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38

(the Fund)

_________________________________________________________________________________

This document is important and requires your immediate attention. If you are in doubt as to the action you should take you should seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor. The directors of Xtrackers (IE) plc (the Company) accept responsibility for the information contained in this document as being accurate as at the date of publication. If you have sold or transferred all of your shares in the Fund please pass this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.

Unless otherwise defined or inconsistent with the context in this document, capitalised terms used herein have the same meanings as are ascribed to them in the current prospectus of the Company and supplement in respect of the Fund.

_________________________________________________________________________________

8 September 2021

Xtrackers (IE) plc (the “Company”)

XTRACKERS JPX-NIKKEI 400 UCITS ETF

ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38

(the “Fund”)

We are writing to inform you as a Shareholder that the directors of the Company (the “Directors”) have resolved to convene an Extraordinary General Meeting of the Shareholders of the Fund on 6 October 2021 at 10:00 a.m. (Dublin time) at 25/28 North Wall Quay, Dublin 1, Ireland (the “Meeting” or the “EGM”). Defined terms used which are not otherwise defined herein shall have the same meaning as in the Company’s prospectus (the “Prospectus”) and the supplement in respect of the Fund (the “Supplement”).

The purpose of the Meeting

The purpose of the Meeting is to enable Shareholders to consider a proposed change to the investment objective of the Fund.

The current investment objective of the Fund is to reflect the performance of the JPX-Nikkei Index 400 (the “Original Reference Index”). The Original Reference Index is administered by Tokyo Stock Exchange, Inc. (TSE), Japan Exchange Group (JPX) and Nikkei Inc. (the “Current Index Administrators”) and is designed to reflect the performance of the Japanese stock market, specifically companies which have as their main market the TSE 1st section, 2nd section, Mothers or JASDAQ markets.

It is proposed that the Original Reference Index will be replaced with the MSCI Japan Select ESG Screened Index (the “New Reference Index”). The New Reference Index is based on the MSCI Japan Index (the “Parent Index”), which is designed to reflect the performance of the shares of large and medium capitalisation companies in Japan. The New Reference Index consists of companies from the Parent Index which meet certain minimum Environmental, Social and Governance (“ESG”) criteria. The New Reference Index and Parent Index are administered by MSCI Limited (the “New Index Administrator”).

Additional relevant differences between the Original Reference Index and the New Reference Index include, but are not limited to, the following:

- ESG: The Original Reference Index does not apply ESG screens. The New Reference Index uses company ratings and research provided by MSCI ESG Research and excludes companies which do not fulfil specific ESG criteria:

1. Are unrated by MSCI ESG Research;
2. Are assigned an MSCI ESG Rating of CCC;
3. Classified by MSCI in their ESG Business Involvement Screening Research as having any involvement in controversial weapons;
4. Classified by MSCI in their ESG Business Involvement Screening Research as breaching certain revenue thresholds in controversial activities, including, but not limited to, tobacco, conventional weapons, nuclear weapons, civilian firearms, thermal coal and oil sands extraction; and/or
5. Fail to comply with the United Nations Global Compact principles.

The New Reference Index promotes ESG characteristics, therefore the Fund will qualify as a product subject to Article 8 of SFDR following the proposed change.

- Weighting Criteria: The Original Reference Index is a free float-adjusted market capitalisation weighted index. In relation to the New Reference Index after the ESG based exclusions have been applied the remaining securities are weighted in proportion to their free float-adjusted market capitalisation but following this, an additional weighting scheme is applied, with the constituent weightings of the New Reference Index updated such that certain sector weightings do not deviate by more than a certain percentage from the Parent Index weightings.

Further details on the index methodology of the New Reference Index can be found on http://www.msci.com.

If the ordinary resolution is approved by the Shareholders of the Fund, the name of the Fund will be changed to Xtrackers MSCI Japan ESG Screened UCITS ETF, the Management Company Fee and All-in Fee of all share classes of the Fund will be amended as set out in Table 1 below.

Table 1:

If the ordinary resolution is approved by the Shareholders of the Fund, the Minimum Initial Investment Amount, Minimum Additional Investment Amount and Minimum Redemption Amount of all share classes of the Fund will change as set out in Table 2 below.

For the avoidance of doubt, the Platform Fee will remain unchanged.

Table 2:

A summary of all proposed changes is available in Appendix 1 to this letter.

If the ordinary resolution is approved by the Shareholders of the Fund, the Securities Lending language of the Supplement will be amended to provide that, where the Fund enters into Securities Lending Transactions, the collateral received in relation to such transactions shall comply with ESG standards as determined by the relevant Investment Manager, Sub-Portfolio Manager and/or Securities Lending Agent, in accordance with and within the limits set forth in the agency securities lending and repurchase agreement and in addition to the criteria set out in the Prospectus. Collateral conforming to such ESG standards shall be identified by reference to an appropriate developed market ESG equity index, and will incorporate as a minimum ESG screens substantially similar to those of the New Reference Index.

For the avoidance of doubt, the investment policy and risk profile of the Fund remain unchanged.

Shareholder Approval

Changes to the investment objective of the Fund as described above cannot be made without the approval of an ordinary resolution of the Shareholders of the Fund.

For this purpose, the Meeting is being convened and will take place at 25/28 North Wall Quay, Dublin 1, Ireland on 6 October 2021, at the times set out in the attached notice. Formal notice of the Meeting and Proxy form are attached hereto (as Appendix 2).

The quorum for the Meeting is one Shareholder present (in person or by proxy) entitled to vote upon the business to be transacted. If a quorum is not present within half an hour of the time appointed for the Meeting, or if during the Meeting a quorum ceases to be present, the Meeting will stand adjourned until 10:00 a.m. (Dublin time) on 13 October 2021 without any further notice to Shareholders. The quorum at the adjourned meeting shall be those Shareholders present at the adjourned meeting in person or by proxy and one person entitled to be counted in a quorum present at any adjourned meeting shall be quorum. The resolution will be proposed at the adjourned meeting in the same manner as described above.

The notice sets out the text of the resolution to be proposed at the Meeting. The resolution will be proposed as an ordinary resolution, meaning more than 50% of the total number of votes cast is required for the resolution to be passed by the Meeting. If the resolutions are passed by the requisite majority, they will be binding on all Shareholders in the Fund irrespective of how (or whether) they voted and the proposed changes would be expected to take effect and reflected in a revised Supplement on or around 20 October 2021.

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 sub-funds in the Company 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 (the “Registered Shareholder”), 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). If any investor has invested in the Fund through a broker/dealer/other intermediary, the investor should contact this entity to provide voting instructions.

The Company specifies that only those members registered in the Register of Members of the Company at 10:00 a.m. on 5 October 2021 or, if the Meeting is adjourned, at 6.00 p.m. 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 Meeting, 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 of Members after the record date shall be disregarded in determining the right of any person to attend and/or vote at the Meeting or any adjournment thereof.

Appointment of proxies

A form of proxy is enclosed with this notice for use by the Registered Shareholder only. As mentioned above, investors in the Fund who are not the Registered Shareholder 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 attached hereto.

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 the Registered Shareholder at the offices of the office of the Company Secretary, Goodbody Secretarial Limited, IFSC, North Wall Quay, Dublin 1, Ireland, so as to be received no later than 24 hours before the time appointed for the Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or adjourned Meeting) at least 24 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.

Enquiries

Copies of the existing and the proposed Supplement are available for inspection during normal business hours from the date of this circular up to and including the time of, and during, the Meeting (and any adjourned meeting) at the office of the Company's Legal Advisor, A&L Goodbody, IFSC, North Wall Quay, Dublin 1, Ireland.

An announcement regarding the results of the Extraordinary General Meeting of the Shareholders of the Fund, including any adjourned meeting, shall be made available on www.Xtrackers.com.

If you have any queries, or if any of the above is not clear, please write to us at the above address.

Conclusion

The Directors are of the opinion that the proposed change to the investment objective of the Fund described above is in the best interests of the Shareholders in the Fund and accordingly recommend that you vote in favour of the resolution set out in the attached Notice.

The Directors accept responsibility for the information contained in this circular.

Neither the contents of the Company's website nor the contents of any other website accessible from hyperlinks on the Company's website is incorporated into, or forms part of, this announcement.

We thank you for your continuing support of the Company.

Yours faithfully,

______________________________

Director

For and on behalf of

Xtrackers (IE) plc

APPENDIX 1

Summary of proposed changes

APPENDIX 2

NOTICE OF EXTRAORDINARY GENERAL MEETING

of

XTRACKERS JPX-NIKKEI 400 UCITS ETF

ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38

(the “Fund”)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Fund will be held at 10:00 a.m. (Dublin time) on 6 October 2021 at 25/28 North Wall Quay, Dublin 1, Ireland to consider and if thought fit, to pass the following resolution:

By Ordinary Resolution:

1. That the change to the investment objective of the Fund as set out in the Circular to the Shareholders of the Fund dated 8 September 2021 be and is hereby approved.

And to transact any other business which may properly be brought before the meeting.

By Order of the Board

________________________

For and on behalf of

Goodbody Secretarial Limited

Secretary

8 September 2021

TRAVEL RESTRICTIONS UNDER COVID 19 AND PROPOSED ACTION TO BE TAKEN

Please note that there are currently significant travel restrictions in place due to COVID 19. Depending on what travel restrictions (if any) may be in place by the date of the EGM, physical attendance at the EGM may not be possible. Please refer to below link issued by the Irish Health Service Executive in respect of such travel restrictions: https://www2.hse.ie/conditions/coronavirus/coronavirus.html#travel. The Company will publish any relevant updates regarding the EGM on www.Xtrackers.com.

The Registered Shareholder entitled to attend and vote may, using the form set out in Section 184 of the Companies Act 2014, appoint a proxy to attend, speak and vote on his behalf. Should you wish to vote at the EGM, we would strongly recommend that you complete the proxy form enclosed with this Notice and return a completed and signed proxy form by email to gslfunds@algoodbody.com. Please also refer to the "Notes to the Proxy Form" on page 10 of this Notice.

FORM OF PROXY

(for use by the Registered Shareholder only)

XTRACKERS (IE) PLC

(the Company)

XTRACKERS JPX-NIKKEI 400 UCITS ETF

ISINs: IE00BPVLQD13, IE00BPVLQF37, IE00BTGD1B38

(the “Fund”)

I/We ____________________________________________________________________________ being a Shareholder of the above named Fund, hereby appoint the Chairman of the meeting or failing him or her, Sarah O'Donovan or failing her, another representative of Goodbody Secretarial Limited or A&L Goodbody or ______________________________________________________________ to vote for me/us* on my/our* behalf at an Extraordinary General Meeting of the Fund to be held at 10:00 a.m. on 6 October 2021 and at any adjournment thereof.

*Please delete as appropriate

Signature: _______________________ Date: _______________________

Please indicate with an ‘X’ in the space below how you wish your vote to be cast. Unless otherwise instructed, the proxy will vote or abstain from voting as he thinks fit.

Notes:

1. This form of proxy is enclosed with this notice for use by the Registered Shareholder only. As mentioned above, investors in the Fund who are not the Registered Shareholder 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 attached hereto.
2. To be valid, this proxy form (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received or deposited at the offices of the Company Secretary, Goodbody Secretarial Limited, IFSC, North Wall Quay, Dublin 1, Ireland (facsimile + 353 1 1649 2649 or by email to gslfunds@algoodbody.com) for the attention of Sarah O'Donovan not less than 24 hours before the time of the Extraordinary General Meeting.
3. Please insert your name(s) and address in BOLD TYPE and sign and date the form.
4. If any amendments are made they should be initialled.
5. If you wish to appoint as your proxy some person other than the Chairman of the Extraordinary General Meeting insert in block capitals the full name of the person of your choice. A proxy need not be a Shareholder of the Company.
6. The proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on the resolution if no instruction is given in respect of each resolution, and on any business or resolution considered at the Extraordinary General Meeting other than the resolutions referred to in the Notice of the Extraordinary General Meeting.
7. If the appointer is a corporation, this proxy form must be executed under the seal or under the hand of an officer of same, or an attorney duly authorised on its behalf. In the case of joint Shareholders, any one Shareholder may sign, but the names of all the joint holders should be stated. In the event of more than one joint holder tendering votes, the vote of the shareholder whose name first appears in the register of members will be accepted to the exclusion of all others.
8. The completion and return of the proxy form will not preclude Shareholders from attending and voting at the said Extraordinary General Meeting should they decide to do so.
9. If you are holding shares of the Company through the relevant ICSD or the relevant participant in an ICSD (such as a local central securities depositary, broker or nominee), the proxy form including an indication as to how the proxy should vote, must be returned to the relevant ICSD or the relevant participant in an ICSD in good time in advance of the time for holding the Extraordinary General Meeting so it may complete and deposit the proxy form at the registered office of the Company in accordance with the above procedure.

Registered in Dublin as an open-ended variable capital umbrella investment company with limited liability and as an umbrella fund with segregated liability between sub-funds.

Registration Number 393802. Registered Office as above.

Directors: Tom Murray (Irish), Michael Whelan (Irish), Gerry Grimes (Irish), Alex McKenna (British), Julien Boulliat (French), Philippe Ah-Sun (British)

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