Important Notice to Shareholders of Xtrackers FTSE All-Share UCITS ETF

Xtrackers

Investment Company with Variable Capital

Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg,

R.C.S. Luxembourg B-119.899

(the “Company“)

Important Notice to Shareholders of

Xtrackers FTSE All-Share UCITS ETF

(the “Sub-Fund”)

The board of directors of the Company (the “Board of Directors“) hereby informs the shareholders of the Sub-Fund (the “Shareholders“) that it has resolved to make certain changes to the Sub-Fund, as detailed below (collectively referred to as the “Changes“).

Capitalised terms used in this notice shall have the same meaning ascribed to them in the latest version of the prospectus of the Company (the “Prospectus”), unless the context otherwise requires.

Change of Reference Index and Index Administrator

Currently the investment objective of the Sub-Fund is to reflect the performance of the FTSE All-Share Index (the “Current Reference Index“), which is administered by FTSE International Limited (“Current Index Administrator“). The Current Reference Index reflects the performance of large, mid and small cap stocks listed on the London Stock Exchange.

As of 9 December 2020 (the “Effective Date“), the investment objective of the Sub-Fund will be amended to reflect the performance of the MSCI United Kingdom IMI Low Carbon SRI Leaders Select Index (the “New Reference Index“). The New Reference Index is based on the MSCI United Kingdom Investable Market Index (IMI) (the “Parent Index“) and is administered by MSCI Limited (the “New Index Administrator“).

The New Reference Index is designed to represent the performance of companies that have lower carbon exposure than that of the broad UK equity market and have high Environmental, Social and Governance (“ESG“) performance.

Differences between the Current Reference Index and the New Reference Index include, but are not limited to, the following:

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1. Securities included: The Current Reference Index only includes shares of most of the companies listed on the London Stock Exchange as described above. The New Reference Index invests in companies that have lower carbon exposure than that of the broad UK equity market and have high Environmental, Social and Governance (ESG) performance. The New Reference Index aims to represent the larger liquid segment of securities in the eligible UK equity universe above the defined size thresholds.

2. ESG: The Current Reference Index does not apply ESG screens. The New Reference Index applies two sets of rules independently, Low Carbon Exposure Selection Rules and Highest ESG Performance Selection Rules. The New Reference Index’s ESG standards limit the number of securities eligible for inclusion in the New Reference Index. As a result, the New Reference Index, and as such, the Sub-Fund may be more heavily weighted in securities, industry sectors or countries that underperform the market as a whole or underperform other funds screened for ESG standards, or which do not screen for such standards.

3. Weighting: The Current Reference Index and the New Reference Index are both market capitalization weighted. However, the New Reference Index aims to avoid concentration by capping issuers within the index to a maximum weight of 18%, at each quarterly re-balancing, in accordance with the MSCI Capped Indexes methodology. The Current Reference Index does not have a capping mechanism.

4. Rebalancing frequency: The Current Reference Index and the New Reference Index are both re-balanced on a quarterly basis. The New Reference Index is reviewed on a quarterly basis instead of on an annual basis.

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

The change to the New Reference Index is proposed due to low demand and consistently declining assets in the Sub-Fund whilst tracking the Current Reference Index. To allow existing investors to remain invested in the UK equity market, the Board of Directors deems it to be in the best interests of the Shareholders to restructure the Fund to reflect the New Reference Index.

Change to Sub-Fund name

As a result of the changes to the Reference Index and Index Administrator, as described above, the Sub-Fund’s name shall change from Xtrackers FTSE All-Share UCITS ETF to Xtrackers MSCI UK ESG UCITS ETF with effect from the Effective Date.

Change to the Investment Policy

As from the Effective Date, the Sub-Fund will be passively managed in accordance with a Direct Investment Policy and will become a Full Replication Fund.

Securities Lending

With effect from the Effective Date, the Sub-Fund will no longer engage in securities lending activities. This is in line with other Xtrackers ETFs that follow an ESG based investment objective.

General Information

For the avoidance of doubt, the Sub-Fund’s fees will remain unchanged.

Shareholders should…