Fidelity UCITS ICAV – Notice of Extraordinary General Meeting

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LONDON, United Kingdom, March 19

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.

_________________________________________________________________________________

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, 43Townsend 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
AppendixIV.

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 AppendixIV.

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 [email protected].

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, Dublin2, Ireland or by email to FIL –
Ireland Company Secretariat ([email protected]) (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 AppendixIV 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, 43Townsend 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 ([email protected]).
· 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,
43Townsend Street, Dublin 2, Ireland or via email to FIL – Ireland Company
Secretariat ([email protected]) 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, Dublin2, 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.

RESOLUTION IN FAVOUR ABSTAIN AGAINST
Ordinary Resolution to approve the changes to the
Fund’s investment objective and policies as
described in the circular to shareholders dated
19 March 2026

Dated this theday 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,
43Townsend 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 ([email protected]).

(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, Dublin2, 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, 43Townsend 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

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Fidelity UCITS ICAV – Notice of Extraordinary General Meeting

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