Nordea Fund of Funds, SICAV

Société d’Investissement à Capital Variable
Registered Office: 562, rue de Neudorf, L-2220 Luxembourg

R.C.S. Luxembourg B 66248

NOTICE OF MEETING

Notice is hereby given to the shareholders of Choice Emerging Market Equities (“the Sub-fund”), a subfund of Nordea Fund of Funds, SICAV (“the Company”) that the extraordinary general meeting shall be held at the Registered Office of the Company on 22 December 2011 at 11:00 CET (the “Meeting”), with the following agenda:

1. Liquidation of the Sub-fund

Nordea has been reviewing its product offering, the review has been focused on simplifying its offering within Global and Emerging Market Equities. Based on this assessment, Nordea has taken the business decision to close down the Sub-fund.

Shares in this Sub-fund will no longer be issued, redeemed or converted, and the price calculation suspended as from the date of the Meeting provided that shareholders vote in favour of the liquidation. All assets and liabilities will be realised and the net proceeds of the realisation will be distributed to the shareholders in proportion to their holding of shares.

The resolutions on the agenda may be passed with a quorum of half of the issued capital and by a majority
of two thirds of the shares present or represented. Each share is entitled to one vote. A shareholder may act at any Meeting by proxy. In case of lack of quorum at the first Meeting, a second Meeting will be convened, at the same address and with the same agenda. Decisions may be approved without quorum and at a majority of two thirds of the shares present or represented at the second Meeting.

In order to vote at the Meeting, shareholders may be present in person provided that proof of the shareholder’s identity is given and that the shareholder has informed the Company, for organisational reasons, in writing, of his intention to attend the Meeting by 20 December 2011, 17:00 CET at the latest (to Nordea Bank S.A., Transfer Agency, 562, rue de Neudorf, L-2220 Luxembourg).

Shareholders not attending the Meeting in person are invited to send the attached completed and signed proxy form to arrive no later than 20 December 2011, 17:00 CET (to Nordea Bank S.A., Transfer Agency, 562, rue de Neudorf, L-2220 Luxembourg).

The Meeting will be held in English language.

By order of the Board of Directors

Luxembourg, 30 November 2011

 

Nordea Fund of Funds, SICAV

Société d’Investissement à Capital Variable
Registered Office : 562, rue de Neudorf, L-2220 Luxembourg

R.C.S. Luxembourg B 66248

POWER OF ATTORNEY

owner of ______________ shares of Choice Emerging Market Equities (“the Sub-fund”), a sub-fund of Nordea Fund of Funds, SICAV, having its registered office in 562, rue de Neudorf, L-2220 Luxembourg hereby appoint the

Chairman of the Meeting

as my proxy holder to represent me and vote in my name and on my behalf at the extraordinary general meeting which shall be held in 562, rue de Neudorf, L-2220 Luxembourg, on 22 December 2011 at 11:00 CET (the “Meeting”) with the following agenda:

1. Liquidation of the sub-fund

The proxy holder shall have the broadest powers whatsoever, including the power of substitution, to represent and bind the undersigned at the said meeting or any subsequent meeting having the same agenda, to vote in my name and on my behalf any resolution, to sign any document and generally to do anything necessary or useful in relation to the contemplated agenda.

Date________________________ Signature(s)______________________________________________

 

Société Anonyme Registre de Commerce Luxembourg No B 66248, Registered office: 562, rue de Neudorf, L-2220-Luxembourg

Affected Share Classes