iShares Asia Trust (the “Trust”) · To optimize the operating model of the Sub-Fund, the...

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1 THIS ANNOUNCEMENT AND NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR UNITS OF THE EXCHANGE TRADED FUNDS NAMED BELOW. IF IN DOUBT, PLEASE SEEK PROFRESSIONAL ADVICE. If you are in any doubt about this Announcement and Notice or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. If you have sold or transferred all your Units in the Sub-Fund, you should at once hand this Announcement and Notice to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. IMPORTANT: The Stock Exchange of Hong Kong Limited (the “SEHK”), Hong Kong Exchanges and Clearing Limited, the Securities and Futures Commission (the “SFC”) and the Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this Announcement and Notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Announcement and Notice. BlackRock Asset Management North Asia Limited (the “Manager”) accepts full responsibility for the accuracy of the information contained in this Announcement and Notice as at the date of publication, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, as at the date of publication, there are no other facts the omission of which would make any statement misleading. SFC authorisation is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. iShares Asia Trust (the “Trust”) (A Hong Kong umbrella unit trust authorised under Section 104 of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong) iShares MSCI China Index ETF (Stock Code: 2801) (the “Sub-Fund”) ANNOUNCEMENT AND NOTICE OF THE PROPOSAL TO CONVERT THE SUB-FUND TO A DEMATERIALISED ETF AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Transcript of iShares Asia Trust (the “Trust”) · To optimize the operating model of the Sub-Fund, the...

Page 1: iShares Asia Trust (the “Trust”) · To optimize the operating model of the Sub-Fund, the Manager wishes to convert the Sub-Fund into a dematerialised ETF by implementing the following

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THIS ANNOUNCEMENT AND NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR UNITS OF THE EXCHANGE TRADED FUNDS NAMED BELOW. IF IN DOUBT, PLEASE SEEK PROFRESSIONAL ADVICE.

If you are in any doubt about this Announcement and Notice or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

If you have sold or transferred all your Units in the Sub-Fund, you should at once hand this Announcement and Notice to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

IMPORTANT: The Stock Exchange of Hong Kong Limited (the “SEHK”), Hong Kong Exchanges and Clearing Limited, the Securities and Futures Commission (the “SFC”) and the Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this Announcement and Notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Announcement and Notice.

BlackRock Asset Management North Asia Limited (the “Manager”) accepts full responsibility for the accuracy of the information contained in this Announcement and Notice as at the date of publication, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, as at the date of publication, there are no other facts the omission of which would make any statement misleading.

SFC authorisation is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors.

iShares Asia Trust (the “Trust”)(A Hong Kong umbrella unit trust authorised under

Section 104 of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong)

iShares MSCI China Index ETF (Stock Code: 2801)(the “Sub-Fund”)

ANNOUNCEMENT AND NOTICE OF THE PROPOSALTO CONVERT THE SUB-FUND TO A DEMATERIALISED ETF

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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IMPORTANT: Investors are strongly advised to consider the contents of this Announcement and Notice.

To optimize the operating model of the Sub-Fund, the Manager wishes to convert the Sub-Fund into a dematerialised ETF by implementing the following Proposal:

(a) amending the Trust Deed to add a Clause 7A;

(b) subject to the amendment of the Trust Deed, to give notice to each Relevant Unitholder (i.e. Unitholder which physically holds Unit certificate(s) directly registered in the name of such Unitholder (other than Units already under CCASS custody or physically held by an investor but still in the name of HKSCC Nominees Limited (“HKSCC Nominees”)) requiring the deposit of such Units into CCASS Depository; and

(c) subject to the amendment of the Trust Deed, to effect a compulsory redemption of a Relevant Unitholder’s Units pursuant to the provisions of the new Clause 7A of the Trust Deed if such Relevant Unitholder does not, within 2 months of such notice, deposit all such Units into CCASS Depository to the satisfaction of the Trustee and the Manager.

The Proposal is subject to the approval of the Unitholders, at the EGM to be held on 23 November 2018, of the Resolution (as set out in the accompanying notice to the EGM). Please refer to section 6.3 below if you wish to attend and/or vote at the EGM personally and/or appoint a representative to attend the EGM to vote on your behalf.

The Manager will bear all costs and expenses incurred at the level of the Sub-Fund and associated with the Proposal and the EGM.

Stockbrokers and financial intermediaries are urged to:

• forward a copy of this Announcement and Notice (including the EGM Notice) to their clients holding Unitsin the Sub-Fund, and inform them of the contents of this Announcement and Notice as soon as possible;

• facilitate their clients who want to dispose of Units in the Sub-Fund; and

• inform their clients as soon as possible if any earlier dealing deadline, additional fees or charges, and/orother terms and conditions will be applicable in respect of the provision of their services in connection withany disposal of Units in the Sub-Fund.

If investors are in doubt about the contents of this Announcement and Notice, they should contact their independent financial intermediaries or professional advisers to seek their professional advice, or direct their queries to the Manager (please refer to section 8 below for further information).

The Manager accepts full responsibility for the accuracy of the information contained in this Announcement and Notice, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement misleading.

Unless otherwise defined herein, terms and expressions used in this Announcement and Notice have the same meanings as given to them in the Prospectus.

The Manager of the Trust and the Sub-Fund announces its Proposal to seek to convert the Sub-Fund to a dematerialised ETF.

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1. Proposal

1.1 Background

As at the date of this Announcement, the majority of the Units of the Sub-Fund are held under CCASS custody, i.e. the Units are registered in the name of HKSCC Nominees and held by its participants in their CCASS stock accounts. A minority of Units are registered in the names of individual Unitholders, to whom certificates were issued. As at 15 October 2018, 24,901 Units of the Sub-Fund are registered under the names of 7 Unitholders. This amounts to 0.025% of a total of 100,200,000 Units in issue in respect of the Sub-Fund.

The Manager understands that, all ETFs currently listed on the SEHK which are listed subsequent to the listing of the Sub-Fund are “dematerialised” and have HKSCC Nominees as the sole registered holder of units.

To optimize the operating model of the Sub-Fund, the Manager wishes to convert the Sub-Fund to a dematerialised ETF by implementing the Proposal. The Manager considers the Proposal to be in the best interest of Unitholders as a whole, as it enhances the operating efficiency of the creation and redemption of the Sub-Fund, which is essential to improve the Sub-Fund liquidity and potentially results in tighter bid offer spread which reduces the costs of trading in and out of the Sub-Fund in the secondary market. The Proposal also enables subsequent reduction in Management Fee which will also enhance the performance and tracking of the Sub-Fund.

The Proposal, including the amendment to the Trust Deed as set out below, requires Unitholders to pass the Resolution set out in the EGM Notice. Please refer to section 6.3 below if you wish to attend and/or vote at the EGM to be held on 23 November 2018 personally and/or appoint a representative to attend the EGM to vote on your behalf.

1.2 Amendment to the Trust Deed

The Manager proposes to amend the Trust Deed by inserting after Clause 7 a new Clause 7A, to empower the Manager to implement the Proposal. The proposed Clause 7A is set out below:

“7A Compulsory redemption of registered Units

7A.1 In respect of the Sub-Fund called iShares MSCI China Index ETF (the “MSCI China ETF”) where any Units of the MSCI China ETF are owned directly by a Holder (other than held under CCASS custody in the name of HKSCC Nominees Limited (“HKSCC Nominees”)), the Trustee or the Manager may give notice to the relevant Holder(s) requiring the deposit of such Units into CCASS Depository, subject to the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC (and have such Units re-registered in the name of HKSCC Nominees by the Registrar). If any Holder upon whom a notice is served does not, within two months of service of such notice, deposit all such Units into CCASS Depository to the satisfaction of the Trustee and the Manager, that Holder shall be deemed upon the expiry of the two month period to have given a request in writing for the Manager or Trustee to redeem in cash, of all such Holder’s Units pursuant to the provisions of this Clause 7A. For the purpose of this Clause, “CCASS Depository” means one or more securities depositories for CCASS, providing safe-keeping facilities for eligible securities held in CCASS as well as to cater for withdrawals and deposits of eligible securities by CCASS participants in accordance with the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC.

7A.2 For the purpose of ensuring compliance with this Clause 7A, the Trustee and/or the Manager may at any time and from time to time by written notice require any Holder to provide to the Trustee and/or the Manager such information and evidence as it or they shall require in respect of any matter concerned with or in relation to such Holder’s holding of the Units.

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7A.3 The amount payable in respect of Units compulsorily redeemed pursuant to this Clause 7A shall be the Redemption Value as adjusted by the Duties and Charges and/or the Transaction Fee. Cash payable on a compulsory redemption of Units pursuant to this Clause 7A shall be paid on a Business Day which is such number of Business Days after the relevant Dealing Day as the Manager and the Trustee may determine. In this regard:

(A) Cash payable on a compulsory redemption of Units pursuant to this Clause 7A.3 may be paid by chequesent through registered post to the registered address of each former Holder.

(B) Any redemption proceeds which cannot be paid to a former Holder and/or which remain unclaimedafter six months from the relevant Dealing Day may, in the discretion of the Manager or the Trustee, bepaid into a separate account in the name of HSBC Institutional Trust Services (Asia) Limited, to be heldon trust (in an interest bearing account) for the benefit of the former Holder of the MSCI China ETF.Upon payment into such separate account the relevant redemption proceeds shall cease constitutinga debt due to the former Holder of the MSCI China ETF by the MSCI China ETF, the Manager andthe Trustee (in such capacity) and shall no longer form part of the Trust Fund. Redemption proceedswhich remain unclaimed after a period of twelve years from the relevant Dealing Day shall be forfeitedand donated by HSBC Institutional Trust Services (Asia) Limited, on instructions of the Manager, to acharity chosen by the Manager upon consultation with the Trustee.

(C) No unclaimed redemption proceeds shall bear interest against the MSCI China ETF.

7A.4 For the purpose of this Clause 7A, the Trustee and/or the Manager shall be entitled to execute such documentation as may be required to effect a compulsory redemption of Units. Any costs and expenses associated with such arrangement shall be borne by the Manager and not the MSCI China ETF.

7A.5 Subject always to Clause 30.11, the exercise by the Trustee or the Manager of the powers conferred by this Clause 7A shall not be questioned or invalidated in any case provided that the Trustee or the Manager has exercised its powers in good faith.

7A.6 Prior to the invocation of this Clause and exercise of the powers under this Clause 7A, the Manager shall arrange for such Notices as are required by the Code.

7A.7 Units of the MSCI China ETF may not be withdrawn from CCASS by any CCASS participant.”

1.3 Events after the EGM

The Manager will publish an announcement setting out the results of the EGM shortly after the EGM is held on 23 November 2018.

The events detailed in this section 1.3 are on the assumption that the Resolution is passed at the EGM on 23 November 2018. If the Resolution is not passed, the events detailed in this section 1.3 will not occur, and no changes to the Trust Deed nor the Sub-Fund will have been effected. If the EGM is adjourned, separate notice will be issued to notify Unitholders of the date of the adjourned EGM and alternative dates for the Proposal.

1.3.1 No withdrawal of certificates from CCASS Depository

Upon the passing of the Resolution at the EGM, pursuant to Clause 7A.7 of the Trust Deed, Unitholders can no longer withdraw Unit certificates from CCASS Depository via their CCASS participants. The latest time for CCASS participants to submit withdrawal instructions to CCASS will be 3:45 p.m. on 23 November 2018 (the “Certificate Withdrawal Deadline”). All activities under CCASS are subject to the CCASS Rules and the CCASS Operational Procedures in effect, and any other relevant documents issued by HKSCC from time to time.

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If a Unitholder would like to withdraw Unit certificates from CCASS Depository via a CCASS participant (e.g. a broker or custodian) before the Certificate Withdrawal Deadline stated above (i.e. before the results of the EGM is announced), please check with the relevant CCASS participant for the deadline for submitting instructions to it, as each CCASS participant may impose different timelines, which may be earlier than the Certificate Withdrawal Deadline. A CCASS participant may also impose its own fees and charges associated with the services it provides. Unitholders should enquire with relevant CCASS participants for details of any such fees and charges.

Unitholders who withdraw Unit certificates from CCASS Depository via a CCASS participant must lodge the transfer documents with the Registrar by no later than 4:30 p.m. on 28 November 2018 in order for such Units to be re-registered in the relevant transferee’s name by the Registrar, for the purpose of determining the Relevant Unitholders to whom the Manager will issue a Deposit or Redemption Notice, failing which Unitholders will not be eligible for compulsory redemption and need to arrange their Unit certificates to be re-deposited to the CCASS Depository through a CCASS participant at their own cost in order for the relevant Units to continue to be traded on the secondary market.

1.3.2 Deposit or Redemption Notice

The Manager will give a Deposit or Redemption Notice to Relevant Unitholders (i.e. registered Unitholders whose Units are not held in the name of HKSCC Nominees) requiring the deposit of such Units into CCASS Depository and re-register such Units in the name of HKSCC Nominees within 2 months. It is intended that, subject to the passing of the Resolution at the EGM, the Deposit or Redemption Notice will be issued shortly after the date of the EGM, on or around 30 November 2018.

Unitholders who are not entered on the register of holders of the Sub-Fund on or before 28 November 2018 will not be served a Deposit or Redemption Notice and will not be eligible for compulsory redemption. The Deposit or Redemption Notice does not apply to or affect Unitholders that are, after 28 November 2018, holding Units in the name of HKSCC Nominees.

1.3.3 Depositing Units into CCASS Depository

The last day that the Relevant Unitholders can deposit Units into CCASS Depository will be 29 January 2019, i.e. 2 months after the date of the Deposit or Redemption Notice. In order to deposit Units into CCASS Depository by 29 January 2019, the Relevant Unitholders should note the following deadline:

• Latest time for acceptance of deposit of Unit certificates into CCASS Depository by CCASS participants on behalf of Relevant Unitholders is 12:00 noon (Hong Kong time) on 29 January 2019. HKSCC will not accept any further deposit of Unit certificates on behalf of Relevant Unitholders thereafter, subject to the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC.

If a Relevant Unitholder would like to deposit Unit certificates through a CCASS participant (e.g. a broker or custodian), please check with the relevant CCASS participant for the deadline for depositing Unit certificates with it, as each CCASS participant may impose different timelines, which may be earlier than the deadline stated above.

Relevant Unitholders will not be charged any fees by the Sub-Fund for depositing Units into CCASS Depository. If a Relevant Unitholder would like to deposit Unit certificates through a CCASS participant, the CCASS participant may impose its own fees and charges associated with the services it provides. Relevant Unitholders should enquire with relevant brokers for details of any such fees and charges. Relevant Unitholders should also refer to section 5 (Costs) below for further information.

Relevant Unitholders should note that all activities under CCASS are subject to the CCASS Rules and the CCASS Operational Procedures in effect, and any other relevant documents issued by HKSCC from time to time.

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1.3.4 Compulsory Redemption

The Record Date will be on 30 January 2019. If any Relevant Unitholder upon whom a Deposit or Redemption Notice is served has not, based on the register of Unitholders as at the Record Date, deposited all Units it holds directly into CCASS Depository to the satisfaction of the Trustee and the Manager, that Relevant Unitholder shall be deemed to have given a request in writing for the Manager or Trustee to redeem in cash, of all such Relevant Unitholder’s Units pursuant to the provisions of the proposed Clause 7A of the Trust Deed, as revised.

The compulsory redemption will take effect on 30 January 2019. The amount payable in respect of Units compulsorily redeemed pursuant to the above shall be the Redemption Value as adjusted by the Duties and Charges and/or the Transaction Fee, each as defined in the Trust Deed. The redemption proceeds will be paid by cheque sent through registered post to the registered address of each Relevant Unitholder whose Units are being compulsorily redeemed.

The Manager will issue an announcement on or around 30 January 2019 regarding the compulsory redemption.

In the event where the redemption proceeds are not claimed after 6 months of the date of compulsory redemption, and before the end of 12 years of the date of compulsory redemption, the Relevant Unitholders can contact the Trustee or the Manager to receive payment of the redemption proceeds, subject to the production of documents evidencing the Relevant Unitholders’ identity and entitlement, as determined by the Trustee from time to time.

1.3.5 Conversion of the Sub-Fund to a dematerialised ETF and cancellation of certificates

Subsequent to the above events, the Sub-Fund will convert into a dematerialised ETF effective 18 June 2019. All certificates for Units issued by, on behalf of or in respect of the Sub-Fund (including those issued in the name of HKSCC Nominees) will be cancelled and of no further force and effect from 18 June 2019.

The Manager will issue an announcement to Unitholders on or around the day the conversion and cancellation take effect. Following cancellation, it will not be necessary to return any certificates to the Registrar.

1.4 New Appointment of Service Agent and change of the Registrar

Following the compulsory redemption, the Sub-Fund will be converted to a dematerialised ETF with effect from 18 June 2019 onwards.

It is expected that the following changes will also take place from the effective date of the Sub-Fund becoming a dematerialised ETF, i.e. 18 June 2019:

• With effect from the termination of the existing Conversion Agency Agreement, HK Conversion AgencyServices Limited (“HKCAS”) will cease to act as Conversion Agent and be appointed as Service Agent of theSub-Fund under the terms of the service agreement entered into among the Manager, the Trustee (acting asTrustee and Registrar), HKCAS, HKSCC and each Participating Dealer and its agent (if any); and

• Hong Kong Registrars Limited will retire as Registrar of the Sub-Fund and HSBC Institutional Trust Services(Asia) Limited will be appointed as Registrar on the same date. The contact details of the new Registrar will beset out in the revised Prospectus to be published on 18 June 2019.

The changes in this section 1.4 do not require Unitholders’ approval at the EGM, but these changes will only take place if the Proposal is implemented.

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1.5 Suspension of creations and redemptions

Due to the transition of duties amongst various parties in the few days leading up to the date the Sub-Fund becomes dematerialised on 18 June 2019, the transactions of underlying securities in relation to in-kind creations and/or redemption requests the Sub-Fund may receive during the period between 13 June 2019 and 17 June 2019 will not be able to be effected normally. As such, the Manager intends to suspend the right of Participating Dealers to require the creation and redemption of Units during the period between 13 June 2019 and 17 June 2019, pursuant to Clauses 6.1 and 7.14(D) of the Trust Deed. It is expected that creation and redemption of Units will resume on 18 June 2019.

The Manager will publish further announcements informing Unitholders on the commencement and end of the suspension.

There is currently no intention to suspend trading of the Units in the secondary market on the SEHK in parallel with the suspension of creation and redemption of Units in the primary market, but the Manager may suspend such secondary market activities in case of abnormal market conditions, in accordance with the conditions set out in the Prospectus and in compliance with the SEHK’s rules and regulations.

The Manager does not believe that the suspension of creation and redemption of Units between 13 June 2019 and 17 June 2019 will materially affect market activity of the Sub-Fund under normal market circumstances. Nevertheless, it cannot be ruled out that there exists a risk that suspension of creation and redemption applications for Units may affect the effective arbitrage mechanism between creations/redemptions of Units at Net Asset Value and purchase/sale of Units in the secondary market on the SEHK at trading price. Accordingly there is a risk that there may be an increase in the discount or premium of the trading price of Units to the Net Asset Value per Unit as a result of the suspension of creation and redemption applications for Units.

1.6 Impact

As explained above, following the implementation of the Proposal, the Sub-Fund will be a dematerialised ETF, the role of HK Conversion Agency Service Limited will change from Conversion Agent to Service Agent, and HSBC Institutional Trust Services (Asia) Limited will replace Hong Kong Registrars Limited as Registrar of the Sub-Fund.

Operationally, the implementation of the Proposal will allow the Sub-Fund to offer creations and redemptions of Units by Participating Dealers in cash, in addition to in kind. The implementation of the Proposal will also increase the operational efficiency of the Sub-Fund which helps reduce the overall operating costs of the Sub-Fund. Upon the completion of the implementation of the Proposal, the Manager also proposes a reduction in the Management Fee which will enhance the performance of the Sub-Fund. Please refer to section 2 below for further details.

Other than as described in this section, the implementation of the Proposal will not result in any changes to the manner in which the Sub-Fund is being managed. There will not be any change to the risk of investing in the Sub-Fund.

Please note that the events in sections 1.3 to 1.5 are on the assumption that the Resolution is passed at the EGM on 23 November 2018. If the EGM is adjourned, separate notice will be issued to notify Unitholders of the date of the adjourned EGM and alternative dates for the Proposal.

2. Reduction of Management Fee

Subject to the passing of the Resolution and completion of the Proposal, the Manager intends to reduce theManagement Fee of the Sub-Fund from 0.59% to 0.39% or lower. The Manager will issue a further announcementfollowing the completion of the Proposal regarding the effective date and the level of the reduction of ManagementFee, subject to the completion of the Proposal. Such effective date is expected to be within 2 months of the completionof the Proposal.

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3. Important dates

It is anticipated that the expected important dates in respect of the EGM and the Proposal will be as follows (all references to times stated below are to Hong Kong time):

Dispatch of this Announcement and Notice 24 October 2018 (Wednesday)

Latest time to lodge transfer documents for registration with the Registrar for the purpose of determining the identity of Unitholders who are entitled to attend and vote at the EGM

4:30 p.m. on 16 November 2018 (Friday)

EGM Record Date 16 November 2018 (Friday)

Deadline for returning proxy forms to the Registrar, where you hold Units in your name and not in the name of HKSCC Nominees*

11:00 a.m. on 21 November 2018 (Wednesday)

Date of EGM and (assuming the Resolution is passed) the effective date of change of Trust Deed

23 November 2018 (Friday)

Announcement of EGM results after market close on 23 November 2018 (Friday)

* where your Units are held under CCASS custody in a CCASS participant’s account, you should note the deadline (asstipulated by HKSCC) for submitting instructions to HKSCC and/or check with your CCASS participant as each CCASSparticipant may impose a different timeline which may be earlier than the deadline stated above.

Assuming the Resolution is passed at the EGM on 23 November 2018 (all references to times stated below are to Hong Kong time):

Latest time for CCASS participants to submit withdrawal instructions to CCASS to withdraw Unit certificates from CCASS Depository (i.e. the Certificate Withdrawal Deadline)

3:45 p.m. on 23 November 2018 (Friday)

Latest time for Unitholders to lodge transfer documents for registration with the Registrar for the purpose of determining the identity of Relevant Unitholders to whom Deposit or Redemption Notice will be issued

4:30 p.m. on 28 November 2018 (Wednesday)

Issue of Deposit or Redemption Notice to Relevant Unitholders

30 November 2018 (Friday)

Latest time for CCASS participants to deposit Unit certificates on behalf of Relevant Unitholders to CCASS Depository in order to avoid compulsory redemption*Avoidance of compulsory redemption is subject to thesuccessful re-registration of Unit certificates into the name ofHKSCC Nominees

12:00 noon on 29 January 2019 (Tuesday)

Record Date and date of compulsory redemption (only Units still owned directly by a Relevant Unitholder, and not in the name of HKSCC Nominees, as of the Record Date will be compulsorily redeemed)

30 January 2019 (Wednesday)

Compulsory redemption payment date 18 February 2019 (Monday)

Suspension of Creations and Redemptions 13 June 2019 (Thursday) to 17 June 2019 (Monday)

Effective date of the Sub-Fund converting to a dematerialised ETF and cancellation of Unit certificates

18 June 2019 (Tuesday)

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All stockbrokers and financial intermediaries are urged to forward a copy of this Announcement and Notice, together with any further announcements, to their clients investing in the Units of the Sub-Fund, and inform them of the contents of this Announcement and Notice, and any further announcements, as soon as possible.

4. Future Announcements

The Manager will issue further announcements in future to inform Unitholders of key events of the Proposal. Suchannouncements include:

Announcement Estimated Date

EGM results announcement 23 November 2018 (Friday)

Deposit or Redemption Notice (to Relevant Unitholders only)* on or around 30 November 2018 (Friday)

Compulsory redemption announcement* on or around 30 January 2019 (Wednesday)

Announcement on commencement of suspension of Creations and Redemptions*

on or around 12 June 2019 (Wednesday) (after close of trading)

Announcement* regarding:

– end of suspension– conversion of Sub–Fund to a dematerialised ETF– cancellation of Unit certificates– appointment of Service Agent and change of Registrar– fee reduction level and effective date

on or around 18 June 2019 (Tuesday)

* subject to the Resolution being passed at the EGM

An amended Prospectus will be published on 18 June 2019 to reflect changes to the Sub-Fund effective on the same day.

5. Costs

The Manager will bear all costs and expenses associated with the Proposal and the EGM.

Relevant Holders who will deposit Unit certificates to the CCASS Depository through a CCASS participant should notethat the CCASS participant may impose its own fees and charges associated with the services it provides. RelevantUnitholders should enquire with relevant CCASS participant for details of any such fees and charges that may incur.

In the event that a Relevant Unitholder is charged a fee by a CCASS participant to deposit Unit certificate(s) intoCCASS Depository within the period from the date of the EGM and the date of compulsory redemption, such RelevantUnitholder may contact the Manager for reimbursement of such fee (please note that requests for reimbursementof any fees or charges imposed by CCASS participants for any service other than the deposit of Unit certificates intoCCASS depository during the period specified, including any account opening fees, will not be entertained). RelevantUnitholders applying for reimbursement of such fee may be required to complete/sign relevant forms and produce (1)supporting documents demonstrating that the fee claimed is specifically in relation to the deposit of Unit Certificatesby a CCASS Participant into CCASS Depository, and (2) documentation to facilitate verification of identity. TheManager is entitled to decline to reimburse any Relevant Unitholder who has not been able to produce the requesteddocumentation to the reasonable satisfaction of the Manager. Any application for reimbursement should be made bywriting to the Manager at 16/F Champion Tower, 3 Garden Road, Central for the attention of the iShares Product Teamand must be received by the Manager by no later than 2 months from the date of compulsory redemption; pleaseinclude details on how the Manager may contact the Relevant Unitholder by phone and by email.

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6. Extraordinary General Meeting

6.1 Details of the EGM

The implementation of the Proposal is subject to the approval by the Unitholders at the EGM to be held on 23November 2018 of the Resolution (as set out in the accompanying EGM Notice). The EGM Record Date for the purposeof determining the beneficial owners of Units in the Sub-Fund which are entitled to vote is 16 November 2018, andthe latest time for lodging transfer documents with the Registrar (for the purpose of determining the identity ofUnitholders who are entitled to attend and vote at the EGM) is 4:30 p.m. on 16 November 2018.

The quorum for passing the Resolution shall be Unitholders present in person or by proxy registered as holding notless than one-quarter of all the Units for the time being in issue. If quorum is not present at the commencement ofbusiness of the EGM, the meeting will be adjourned to a date which is approximately 15 days after the date of theinitial EGM, and the Unitholders present in person or by proxy at the adjourned meeting shall be quorum. The recorddate for such adjourned meeting shall remain the EGM Record Date, and all votes properly received by proxy by theManager/the Chairperson for the purposes of the initial EGM shall be carried forward to and counted at the adjournedmeeting. The Manager will issue a notice informing the Unitholders about the details of the adjourned meeting (ifany) in due course.

The Resolution must be passed by Unitholders holding 75% or more of the total number of votes cast for and againstthe Resolution. None of the Trustee, the Manager or any of their respective Connected Persons shall cast any votein respect of Units beneficially owned by it in relation to the Resolution as it or its Connected Persons has a materialinterest in the Resolution. Furthermore, all Units beneficially owned by the Trustee or the Manager (as the case maybe) and any of their respective Connected Persons shall be ignored for all purposes in establishing whether or not aquorum is present as if such Units were not then in issue.

According to the Manager’s understanding as at the date of this Announcement and Notice, the Trustee, the Managerand any of their respective Connected Persons are the parties which have to abstain from voting and whose Units(if any) have to be ignored for purposes in establishing whether or not a quorum is present as if such Units were notthen in issue.

6.2 Recommendation

The Manager considers the Proposal to be in the best interest of Unitholders as a whole. The Proposal enhances the operating efficiency of the creation and redemption of the Sub-Fund, which is essential to improve the Sub-Fund liquidity and potentially results in tighter bid offer spread which reduces the cost of trading in and out of the Sub-Fund in the secondary market. Subsequent reduction in Management Fee will also enhance the performance and tracking of the Sub-Fund. The Manager recommends investors to vote in favour of the Resolution.

6.3 Action to be taken

If you would like to vote and/or to attend the EGM personally and/or appoint a representative to attend the EGM to vote on your behalf, you will need to follow Procedure (A) if you hold Units in CCASS as an investor participant and your Units are held in your CCASS stock account as at the EGM Record Date; Procedure (B) if you hold Units in CCASS by or through your broker or custodian who is a CCASS participant as at the EGM Record Date; or Procedure (C) if you hold Units in your name (i.e. not in the name of HKSCC Nominees).

Procedure (A) – if you personally hold Units in CCASS as an investor participant

• HKSCC will notify you of the EGM.

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• If you wish to vote but do not wish to attend the EGM, you need to submit your instruction to HKSCC whetheryou wish to vote in favour of the Resolution or against it on or before the deadline as determined by HKSCC.HKSCC will then vote on your behalf according to your instruction, subject to the CCASS Rules and CCASSOperational Procedures in effect, and any other relevant documents from time to time issued by HKSCC.

• If you wish to vote in person or appoint a representative to attend the EGM to vote on your behalf, you need tonotify HKSCC that you or your representative (as the case may be) would like to attend and vote at the EGM.You will need to submit your instruction to HKSCC on or before the deadline as determined by HKSCC. HKSCCwill appoint you or your representative (as the case may be) as its corporate representative in respect of yourown Units and then provide the Manager and the Registrar with a list of corporate representatives who willattend and vote at the EGM, subject to the CCASS Rules and CCASS Operational Procedures in effect, and anyother relevant documents from time to time issued by HKSCC. You or your representative (as the case may be)will only be permitted to attend the EGM if your name or your representative’s name (as the case may be) ison HKSCC’s list.

Procedure (B) – if you hold Units in CCASS by or through your broker or custodian who is a CCASS participant

• HKSCC will only notify your broker or custodian of the EGM.

• Your broker or custodian should then notify you of the EGM. If you do not hear from your broker or custodianabout the EGM, we recommend that you contact your broker or custodian.

• If you wish to vote but do not wish to attend the EGM, you need to instruct your broker or custodian whetheryou wish to vote in favour of the Resolution or against it on or before the deadline as determined by yourbroker or custodian. Your broker or custodian should then submit instruction to HKSCC to vote on your behalfaccording to your instruction, subject to the CCASS Rules and CCASS Operational Procedures in effect, and anyother relevant documents from time to time issued by HKSCC.

• If you wish to vote in person or appoint a representative to attend the EGM to vote on your behalf you need tonotify your broker or custodian that you or your representative (as the case may be) would like to attend andvote at the EGM. You will need to do so on or before the deadline as determined by your broker or custodian.Your broker or custodian should then submit instruction to HKSCC for your name or your representative’sname (as the case may be) to be added to the list of corporate representatives who will attend the EGM.HKSCC will then provide the Manager and the Registrar with that list, subject to the CCASS Rules and CCASSOperational Procedures in effect, and any other relevant documents from time to time issued by HKSCC. Youor your representative (as the case may be) will only be permitted to attend the EGM if your name or yourrepresentative’s name (as the case may be) is on HKSCC’s list.

Please note that whether you follow Procedure (A) or Procedure (B) your ability or your representative’s ability (as the case may be) to attend the EGM will depend on whether HKSCC is notified of your instruction to attend the EGM in person or to appoint a representative to attend the EGM (as the case may be), subject to the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC. The list, prepared by HKSCC, of corporate representatives who notified their wish to attend the EGM in person or to appoint a representative to attend the EGM (as the case may be) will be conclusive and persons not named on the list will not be permitted to attend. This means whether or not a person will be admitted to the EGM is beyond the control of the Manager, the Trustee or the Registrar.

Procedure (C) – if you hold Units in your name (i.e. not in the name of HKSCC Nominees)

• You will receive this Announcement and Notice by registered post.

• For individual Unitholders, if you wish to vote in person, you may attend the EGM.

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• A corporation may by resolutions of its directors or other governing body authorise such person as it thinks fitto act as its representative to attend and vote at the EGM. You should provide the name of the representative,together with a copy of such resolution certified by a director of the corporation to be a true copy, to theRegistrar, Hong Kong Registrars Limited at 17M Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, HongKong no later than 11:00 am (Hong Kong time) on 21 November 2018.

• If you wish to vote but do not wish to attend the EGM or if you wish to appoint person(s) to attend and voteat the EGM on your behalf, you may fill out the proxy form attached to the Notice of Extraordinary GeneralMeeting and return the duly completed proxy form to the Registrar, Hong Kong Registrars Limited at 17M FloorHopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 11:00 am (Hong Kong time) on 21November 2018.

• Completion and return of the proxy form shall not preclude a Unitholder from attending and voting in personat the meeting or any adjourned meeting thereof should he so wish and, in such event, the form of proxy shallbe deemed to be revoked.

The Resolution shall be decided by a poll. On a poll every Unitholder who is present in person or by representative shall have one vote for every Unit of which he is the Unitholder.

The announcement of the results of the EGM will be published on the Manager’s website www.blackrock.com/hk and HKEX’s website on 23 November 2018, shortly after the EGM.

7. Documents available for inspection

A copy of the Trust Deed is available for inspection free of charge at the offices of the Manager and copies thereofmay be obtained from the Manager at a cost of HK$150 per set. The audited accounts, half-yearly unaudited reportsof the Trust and Sub-Fund and the Prospectus are also available on the Manager’s website www.blackrock.com/hk.

8. Enquiries

If you have any queries concerning this Announcement and Notice, please direct them to your stockbrokers or financialintermediaries or contact the Manager at (852) 3903 2823 during office hours (except Hong Kong general holidays)or by email: [email protected].

The Manager accepts full responsibility for the accuracy of the information contained in this Announcement and Notice and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, there are no other facts the omission of which would make any statement misleading.

BlackRock Asset Management North Asia Limitedas Manager of the Trust and the Sub-Fund24 October 2018

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9. Definitions

In this Announcement and Notice, unless the context otherwise requires, the following terms shall have the followingmeanings:

CCASS the Central Clearing and Settlement System established and operated byHKSCC or any successor system operated by HKSCC or its successors.

CCASS Depository one or more securities depositories for CCASS, providing safe-keeping facilities for eligible securities held in CCASS as well as to cater for withdrawals and deposits of eligible securities by CCASS participants in accordance with the CCASS Rules and Operational Procedures in effect, and any other relevant documents issued by HKSCC from time to time.

CCASS Operational Procedures the CCASS Operational Procedures as amended from time to time.

CCASS Rules the General Rules of CCASS as amended from time to time.

Code the Code on Unit Trusts and Mutual Funds issued by the SFC (as amended or replaced from time to time).

Connected Person has the meaning as set out in the Code which at the date of this Announcement and Notice means, in relation to a company:

(a) any person or company beneficially owning, directly or indirectly,20% or more of the ordinary share capital of that company or ableto exercise, directly or indirectly, 20% or more of the total votes inthat company; or

(b) any person or company controlled by a person who or whichmeets one or both of the descriptions given in (a); or

(c) any member of the group of which that company forms part; or

(d) any director or officer of that company or of any of its connectedpersons as defined in (a), (b) or (c).

Conversion Agent HK Conversion Agency Services Limited or such other person as may from time to time be appointed to act as a conversion agent in relation to the Sub-Fund.

Deposit or Redemption Notice the notice to be given to Relevant Unitholders to either deposit Units into CCASS Depository or have the same compulsorily redeemed, as described in section 1.3 above.

EGM the extraordinary general meeting of the Sub-Fund to be held on 23 November 2018.

EGM Notice the notice of the EGM included with this Announcement and Notice.

EGM Record Date 16 November 2018, being the date for the purpose of determining the beneficial owners of Units in the Sub-Fund who are entitled to vote at the EGM.

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ETF an exchange traded fund.

HKSCC Hong Kong Securities Clearing Company Limited or its successors.

HKSCC Nominees HKSCC Nominees Limited.

Holder the person for the time being entered on the register of holders of the Sub-Fund as the holder of Units including, where the context so admits, persons jointly so registered.

Manager BlackRock Asset Management North Asia Limited.

Proposal the proposal of the Manager to convert the Sub-Fund into a dematerialised ETF as set out in section 1 of this Announcement and Notice.

Prospectus the Sub-Fund’s prospectus dated 30 April 2018 as amended from time to time.

Record Date 30 January 2019, being the date for the purpose of determining the beneficial owners of Units in the Sub-Fund which will be compulsorily redeemed.

Redemption Value the price per Unit at which such Unit is redeemed, calculated in accordance with the Trust Deed.

Registrar Hong Kong Registrars Limited.

Relevant Unitholder a registered holder of Units whose Units are not held in the name of HKSCC Nominees.

Resolution the extraordinary resolution as set out in the EGM Notice

SEHK The Stock Exchange of Hong Kong Limited or its successors.

Service Agent HK Conversion Agency Services Limited or such other person as may from time to time be appointed to act as a service agent in relation to the Sub-Fund.

SFC the Securities and Futures Commission of Hong Kong or its successors.

SFO the Securities and Futures Ordinance (Cap.571 Laws of Hong Kong).

Trust Deed the trust deed dated 16 November 2001 between Barclays Global Investors North Asia Limited (now known as BlackRock Asset Management North Asia Limited) and the Trustee constituting the Trust, as amended from time to time.

Trustee HSBC Institutional Trust Services (Asia) Limited or its successors.

Units in respect of the Sub-Fund, undivided shares in the Sub-Fund.

Unitholder a holder of Units in respect of the Sub-Fund.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

iShares Asia Trust(A Hong Kong umbrella unit trust authorised under

Section 104 of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong)

iShares MSCI China Index ETF (Stock Code: 2801)(the “Sub-Fund”)

NOTICE OF EXTRAORDINARY GENERAL MEETINGWHEREAS BlackRock Asset Management North Asia Limited (the “Manager”) intends to convert the Sub-Fund to a dematerialised ETF in order to optimize the operating model of the Sub-Fund, and hereby proposes the extraordinary resolution (the “Resolution”) as set out below to be passed at an extraordinary general meeting of the Sub-Fund (the “EGM”) in order to proceed with the conversion. Subject to the passing of the Resolution and completion of the conversion process, the Manager intends to reduce the management fee of the Sub-Fund from 0.59% to 0.39% or lower (the Manager will issue an announcement, subject to and following the completion of the conversion, regarding the effective date and the level of the reduction of management fee). Please refer to the Announcement and Notice for details regarding the timetable of conversion.

NOTICE IS HEREBY GIVEN that the EGM will be held at 11 am on 23 November 2018 at 16/F Champion Tower, 3 Garden Road, Central, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution as an extraordinary resolution:

EXTRAORDINARY RESOLUTION

THAT:

(i) the trust deed of the Trust (the “Trust Deed”) be amended by inserting after Clause 7 a new Clause 7A as follows:

“7A Compulsory redemption of registered Units

7A.1 In respect of the Sub-Fund called iShares MSCI China Index ETF (the “MSCI China ETF”) where any Units of the MSCI China ETF are owned directly by a Holder (other than held under CCASS custody in the name of HKSCC Nominees Limited (“HKSCC Nominees”)), the Trustee or the Manager may give notice to the relevant Holder(s) requiring the deposit of such Units into CCASS Depository, subject to the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC (and have such Units re-registered in the name of HKSCC Nominees by the Registrar). If any Holder upon whom a notice is served does not, within two months of service of such notice, deposit all such Units into CCASS to the satisfaction of the Trustee and the Manager, that Holder shall be deemed upon the expiry of the two month period to have given a request in writing for the Manager or Trustee to redeem in cash, of all such Holder’s Units pursuant to the provisions of this Clause 7A. For the purpose of this Clause, “CCASS Depository” means one or more securities depositories for CCASS, providing safe-keeping facilities for eligible securities held in CCASS as well as to cater for withdrawals and deposits of eligible securities by CCASS participants in accordance with the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC.

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7A.2 For the purpose of ensuring compliance with this Clause 7A, the Trustee and/or the Manager may at any time and from time to time by written notice require any Holder to provide to the Trustee and/or the Manager such information and evidence as it or they shall require in respect of any matter concerned with or in relation to such Holder’s holding of the Units.

7A.3 The amount payable in respect of Units compulsorily redeemed pursuant to this Clause 7A shall be the Redemption Value as adjusted by the Duties and Charges and/or the Transaction Fee. Cash payable on a compulsory redemption of Units pursuant to this Clause 7A shall be paid on a Business Day which is such number of Business Days after the relevant Dealing Day as the Manager and the Trustee may determine. In this regard:

(A) Cash payable on a compulsory redemption of Units pursuant to this Clause 7A.3 may be paid by chequesent through registered post to the registered address of each former Holder.

(B) Any redemption proceeds which cannot be paid to a former Holder and/or which remain unclaimedafter six months from the relevant Dealing Day may, in the discretion of the Manager or the Trustee, bepaid into a separate account in the name of HSBC Institutional Trust Services (Asia) Limited, to be heldon trust (in an interest bearing account) for the benefit of the former Holder of the MSCI China ETF.Upon payment into such separate account the relevant redemption proceeds shall cease constitutinga debt due to the former Holder of the MSCI China ETF by the MSCI China ETF, the Manager andthe Trustee (in such capacity) and shall no longer form part of the Trust Fund. Redemption proceedswhich remain unclaimed after a period of twelve years from the relevant Dealing Day shall be forfeitedand donated by HSBC Institutional Trust Services (Asia) Limited, on instructions of the Manager, to acharity chosen by the Manager upon consultation with the Trustee.

(C) No unclaimed redemption proceeds shall bear interest against the MSCI China ETF.

7A.4 For the purpose of this Clause 7A, the Trustee and/or the Manager shall be entitled to execute such documentation as may be required to effect a compulsory redemption of Units. Any costs and expenses associated with such arrangement shall be borne by the Manager and not the MSCI China ETF.

7A.5 Subject always to Clause 30.11, the exercise by the Trustee or the Manager of the powers conferred by this Clause 7A shall not be questioned or invalidated in any case provided that the Trustee or the Manager has exercised its powers in good faith.

7A.6 Prior to the invocation of this Clause and exercise of the powers under this Clause 7A, the Manager shall arrange for such Notices as are required by the Code.

7A.7 Units of the MSCI China ETF may not be withdrawn from CCASS by any CCASS participant.”

AND

(ii) conditional on (i), the Manager be authorised to take all necessary actions in connection with and pursuant to Clause 7A of the Trust Deed including as follows:

a. to give notice to each relevant Holder of Units in the Sub-Fund which are owned directly (other than Units already under CCASS custody or physically held by an investor but still in the name of HKSCC Nominees Limited) requiring the deposit of such Units into CCASS (and transfer such Units to HKSCC Nominees Limited);

b. to effect a compulsory redemption of such Holder’s Units pursuant to the provisions of Clause 7A of the Trust Deed if a Holder upon whom such notice is served does not, within two months of service of such notice, enter all such Units into CCASS to the satisfaction of either HSBC Institutional Trust Services (Asia) Limited (the “Trustee”) and the Manager.

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AND

(iii) conditional on (i) and (ii), the Sub-Fund to convert into a dematerialised ETF and all certificates for Units issued by, onbehalf of or in respect of the Sub-Fund (including those issued in the name of HKSCC Nominees) to be cancelled andof no further force and effect as at a date to be determined by the Manager and Trustee and notified to Unitholders.

The quorum for passing the above extraordinary resolution shall be Holders present in person or by proxy registeredas holding not less than one-quarter of the Units in the Sub-Fund in issue.

The extraordinary resolution must be passed by a majority consisting of 75% or more of the total number of votes cast for and against the extraordinary resolution.

Please refer to section 5 of the Announcement and Notice if you wish to attend and/or vote at the EGM.

BlackRock Asset Management North Asia Limitedas Manager of the Trust and the Sub-FundHong Kong24 October 2018

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iShares Asia TrustA Hong Kong umbrella unit trust authorised under

Section 104 of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong1

(the “Trust”)

iShares MSCI China Index ETF(Stock Code: 2801) (the “Sub-Fund”)

FORM OF PROXY2 FOR USE AT THE EXTRAORDINARY GENERAL MEETING OF THE SUB-FUND ON 23 November 2018 (the “Meeting”)

I/We 3 (name)

of (address)

being the registered holder(s) of the Units of the iShares MSCI China Index ETF, HEREBY APPOINT 4

of

or failing him, the Chairman of the Meeting, as my/our proxy to act for me/us and on my/our behalf at the Meeting to be held at 16/F Champion Tower, 3 Garden Road, Central, Hong Kong on 23 November 2018 at 11:00 am to vote in respect of the Extraordinary Resolution as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

FOR 5 AGAINST 5

Extraordinary Resolution to approve:

(i) the trust deed of the Trust be amended by inserting after Clause 7 a new Clause7A as follows:

“7A Compulsory redemption of registered Units

7A.1 In respect of the Sub-Fund called iShares MSCI China Index ETF (the “MSCI China ETF”) where any Units of the MSCI China ETF are owned directly by a Holder (other than held under CCASS custody in the name of HKSCC Nominees Limited (“HKSCC Nominees”)), the Trustee or the Manager may give notice to the relevant Holder(s) requiring the deposit of such Units into CCASS Depository, subject to the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC (and have such Units re-registered in the name of HKSCC Nominees by the Registrar). If any Holder upon whom a notice is served does not, within two months of service of such notice, deposit all such Units into CCASS to the satisfaction of the Trustee and the Manager, that Holder shall be deemed upon the expiry of the two month period to have given a request in writing for the Manager or Trustee to redeem in cash, of all such Holder’s Units pursuant to the provisions of this Clause 7A. For the purpose of this Clause, “CCASS Depository” means one or more securities depositories for CCASS, providing safe-keeping facilities for eligible securities held in CCASS as well as to cater for withdrawals and deposits of eligible securities by CCASS participants in accordance with the CCASS Rules and CCASS Operational Procedures in effect, and any other relevant documents from time to time issued by HKSCC.

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FOR 5 AGAINST 5

7A.2 For the purpose of ensuring compliance with this Clause 7A, the Trustee and/or the Manager may at any time and from time to time by written notice require any Holder to provide to the Trustee and/or the Manager such information and evidence as it or they shall require in respect of any matter concerned with or in relation to such Holder’s holding of the Units.

7A.3 The amount payable in respect of Units compulsorily redeemed pursuant to this Clause 7A shall be the Redemption Value as adjusted by the Duties and Charges and/or the Transaction Fee. Cash payable on a compulsory redemption of Units pursuant to this Clause 7A shall be paid on a Business Day which is such number of Business Days after the relevant Dealing Day as the Manager and the Trustee may determine. In this regard:

(A) Cash payable on a compulsory redemption of Units pursuant tothis Clause 7A.3 may be paid by cheque sent through registeredpost to the registered address of each former Holder.

(B) Any redemption proceeds which cannot be paid to a formerHolder and/or which remain unclaimed after six months fromthe relevant Dealing Day may, in the discretion of the Manageror the Trustee, be paid into a separate account in the nameof HSBC Institutional Trust Services (Asia) Limited, to be heldon trust (in an interest bearing account) for the benefit of theformer Holder of the MSCI China ETF. Upon payment into suchseparate account the relevant redemption proceeds shall ceaseconstituting a debt due to the former Holder of the MSCI ChinaETF by the MSCI China ETF, the Manager and the Trustee (insuch capacity) and shall no longer form part of the Trust Fund.Redemption proceeds which remain unclaimed after a periodof twelve years from the relevant Dealing Day shall be forfeitedand donated by HSBC Institutional Trust Services (Asia)Limited, on instructions of the Manager, to a charity chosen bythe Manager upon consultation with the Trustee.

(C) No unclaimed redemption proceeds shall bear interest againstthe MSCI China ETF.

7A.4 For the purpose of this Clause 7A, the Trustee and/or the Manager shall be entitled to execute such documentation as may be required to effect a compulsory redemption of Units. Any costs and expenses associated with such arrangement shall be borne by the Manager and not the MSCI China ETF.

7A.5 Subject always to Clause 30.11, the exercise by the Trustee or the Manager of the powers conferred by this Clause 7A shall not be questioned or invalidated in any case provided that the Trustee or the Manager has exercised its powers in good faith.

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FOR 5 AGAINST 5

7A.6 Prior to the invocation of this Clause and exercise of the powers under this Clause 7A, the Manager shall arrange for such Notices as are required by the Code.

7A.7 Units of the MSCI China ETF may not be withdrawn from CCASS by any CCASS participant.”

AND

(ii) conditional on (i), the Manager be authorised to take all necessary actions in connection with and pursuant to Clause 7A of the Trust Deed including as follows:

a. to give notice to each relevant Holder of Units in the Sub-Fund which are owned directly (other than Units already under CCASS custody or physically held by an investor but still in the name of HKSCC Nominees Limited) requiring the deposit of such Units into CCASS (and transfer such Units to HKSCC Nominees Limited);

b. to effect a compulsory redemption of such Holder’s Units pursuant to the provisions of Clause 7A of the Trust Deed if a Holder upon whom such notice is served does not, within two months of service of such notice, enter all such Units into CCASS to the satisfaction of either HSBC Institutional Trust Services (Asia) Limited (the “Trustee”) and the Manager.

AND

(iii) conditional on (i) and (ii), the Sub-Fund to convert into a dematerialised ETF and allcertificates for Units issued by, on behalf of or in respect of the Sub-Fund (includingthose issued in the name of HKSCC Nominees) to be cancelled and of no furtherforce and effect as at a date to be determined by the Manager and Trustee andnotified to Unitholders.

Dated this day of 2018 Signature(s)6

Notes:

1. SFC authorisation is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors.

2. Please note that you should only complete and return this form of proxy if (i) you hold Units of the Sub-Fund in your name (i.e. not in the name of HKSCC Nominees); and (ii) you wish to vote but do not wish to attend the Meeting or you wish to appoint person(s) to attend and vote at the Meeting on your behalf.

(Where your Units are held in the name of HKSCC Nominees, you should not use this form of proxy but should refer to the notification sent to you or your broker/custodian by HKSCC containing instructions on how to vote. Any instructions submitted to the Registrar using this form of proxy by investors whose Units are held in the name of HKSCC Nominees will not be accepted.)

3. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a unitholder of the Trust, but must attend the meeting in person to represent you.

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5. IMPORTANT: ALTHOUGH THE RESOLUTION IS DIVIDED INTO SUB-PARAGRAPHS FOR CLARIFICATORY PURPOSES, THE RESOLUTION IS A SINGLE EXTRAORDINARY RESOLUTION ONLY, I.E. THERE IS ONLY ONE RESOLUTION TO VOTE.

IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A “3” OR STATE THE RELEVANT NUMBER OF UNITS IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A “3” OR STATE THE RELEVANT NUMBER OF UNITS IN THE RELEVANT BOX MARKED “AGAINST”. IF A “3” IS PUT UNDER THE COLUMN “FOR” OR “AGAINST” WITHOUT STATING THE RELEVANT NUMBER OF UNITS UNDER THE RELEVANT COLUMN, IT WILL BE DEEMED TO RELATE TO THE ENTIRE UNITHOLDING. PLEASE THEREFORE STATE THE RELEVANT NUMBER OF UNITS UNDER THE COLUMN “FOR” OR “AGAINST” IF YOU WISH TO CAST YOUR VOTE FOR ONLY PART OF THE UNITHOLDING.

Failure to complete the box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

Every holder shall have one vote for every Unit of which he is the Holder, regardless of the price of the relevant Unit(s). A person entitled to more than one vote need not vote all votes to which the Units held entitle the holder or cast the votes to which the Units held entitle the holder to vote in the same way.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under the common seal or under the hand of an officer or attorney so authorized to sign the same.

7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be returned to the Registrar, Hong Kong Registrars Limited at 17M Floor Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 11:00 am (Hong Kong time) on 21 November 2018.

8. Any alteration made to this form of proxy must be initialled by the person who signs it.

9. Completion and return of this proxy form shall not preclude you from attending and voting in person at the meeting or any adjourned meeting thereof should you so wish and, in such event, this form of proxy shall be deemed to be revoked.