Threadneedle (Lux)Société d'Investissement à Capital Variable
Registered Office: 31, Z.A. Bourmicht, L-8070 Bertrange
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 50 216(the “SICAV”)

NOTICE TO THE SHAREHOLDERS OF
THREADNEEDLE (LUX) – PAN EUROPEAN ESG EQUITIES(THE “PORTFOLIO”)
IMPORTANT
14 September 2023
Dear Shareholder,
Important information: Amendments to the investment policy and SFDR RTS Annex of thePortfolio.
As you are an investor in the Portfolio, we are writing to inform you that the Board of Directors of the
SICAV (the “Board”) are amending the investment policy and corresponding SFDR RTS Annex toprovide additional clarity and information on the various responsible investment measures that areembedded into the existing investment decision-making process. The Board are also taking thisopportunity to introduce additional measures that support the promotion of environmental and social
characteristics and are also amending the investment policy to disclose that Columbia Threadneedle
Investments is a signatory to the Net Zero Asset Managers Initiative (“NZAMI”) and has committed toan ambition, working in partnership with its clients, to reach net zero emissions by 2050 or sooner fora range of assets, including this Portfolio.
The Portfolio will continue to be categorised as promoting environmental or social characteristics under
Article 8 of the EU Regulation 2019/2088 on sustainability-related disclosures in the financial services
sector (known as the Sustainable Finance Disclosure Regulation or “SFDR”).
The amended investment policy and SFDR RTS Annex will be adopted from 20 November 2023 (the“Effective Date”).
For any capitalised terms that are not specifically defined within this letter, please refer to the definitionin the “Glossary” section of the Prospectus which is available on our website
www.columbiathreadneedle.com.
What is changing?
The Portfolio will continue to target investment in companies with strong or improving environmental,social and governance (ESG) characteristics however the investment policy and SFDR RTS Annex
will be amended to provide additional information on the various responsible investment measures thatare embedded into the existing investment decision-making process, including clarity on the Columbia
Threadneedle ESG Materiality model and further information on the Sub-Advisor’s approach toengagement.
From the Effective Date, the Sub-Advisor will also consider the principle adverse impacts (PAIs) of its
investment decisions that may negatively harm sustainability factors through a combination of
exclusions, investment research and monitoring and engaging with investee companies.

Additionally, the Sub-Advisor will commit to holding a minimum proportion of 5% of its assets insustainable investments, as further detailed in the SFDR RTS Annex of the Portfolio. For the avoidanceof doubt, the Portfolio will not have a sustainable investment objective.
As noted above, Columbia Threadneedle Investments is a signatory to NZAMI and has committed toan ambition to reach net zero emissions by 2050 or sooner for a range of assets, working in partnershipwith its clients. The Portfolio will be managed in line with Columbia Threadneedle’s Net Zeromethodology and the Sub-Advisor will use its proactive engagement with companies held in the
Portfolio to assist with progressing this ambition.
The Portfolio’s investment policy and SFDR RTS Annex will be amended to include reference to theadditional measures explained above. The changes have been summarised in the Appendix attached
and will be reflected in the investment policy of the Portfolio in the “Investment Objectives and Policies”
section of the Prospectus and the corresponding SFDR RTS Annex from the Effective Date.
Why are we making these changes?
Following the introduction of SFDR, investors are increasingly requiring investment funds to embed thepromotion of environmental and social characteristics into their investment process. The changes being
made will strengthen this commitment and also make the Portfolio suitable for investors with certain
sustainability preferences under MiFID II (the Markets in Financial Instruments Directive and Markets
in Financial Instruments Regulation - collectively known as MiFID II).
Shareholders should note that we do not expect the introduction of the additional measures to result insignificant changes to the way in which the Portfolio is currently managed or the risk profile.
Why has Columbia Threadneedle Investments signed up to NZAMI?
As a large global asset manager, we are committed to both delivering long-term financial returns forour clients, which includes managing the risks presented by climate change, and supporting thetransition to a low-carbon economy. As such, we are a signatory to NZAMI, which is an internationalgroup of asset managers committed to supporting the goal of net zero greenhouse gas emissions (“netzero”), and working in partnership with our clients, we aspire to reach net zero by 2050 or sooner acrossall our assets under management, including the Portfolios.
Full details of the commitment made by NZAMI signatories can be found at the following website
address: www.netzeroassetmanagers.org/commitment/
What does the NZAMI commitment mean for my investment?
Primarily, we use active ownership to engage with companies within our portfolios to influence themto lower their carbon emissions. Our current aim is for each Portfolio to hold at least 70% of its
portfolio emissions in net zero aligned or engaged companies, however this is not a binding target.
This approach is complemented by Columbia Threadneedle’s engagement focus list, where the goal
is to work constructively with globally significant high-emitting companies to encourage them to alignwith a net zero trajectory. However, this could result in the divestment from the Portfolio of a small
number of these companies if they are held in the Portfolio, if after a period of engagement, they failto meet minimum expectations in relation to their climate policies.
Further details on the methodology
www.columbiathreadneedle.com.

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websiteMore immediately, and in addition to the existing revenue-based coal exclusions, the Portfolio will nolonger be able to invest in companies that make new investments in coal mining or power generation
projects. These exclusions are included in the SFDR RTS Annex of the Portfolio.
Whilst net zero will become a continuing ambition of the Portfolio, it is not an outcome whichis guaranteed, nor is any guarantee given that progress towards this ambition for the Portfolio

will necessarily result in better returns for investors. A Portfolio’s progress towards thisambition may impact the performance of the Portfolio positively or negatively.
What do I need to do?
You do not need to do anything as a result of these changes, which will take effect automatically on
the Effective Date.
What can I do if I disagree with the changes?
Shareholders may redeem their shares in the Portfolio, or exchange their shares into shares of analternative Portfolio of the Threadneedle (Lux) SICAV, free of any charges, by submitting a written
request to the Registrar and Transfer Agent: International Financial Data Services (Luxembourg) S.A.
until 15.00 Luxembourg time on 19 November 2023. Such redemption or exchange requests will beprocessed in the normal manner in accordance with the “Redemption of Shares” section of theProspectus. Contact details for International Financial Data Services are available on the “Contact”
section of our website www.columbiathreadneedle.com.
We are unable to provide financial or tax advice and we therefore suggest that you seek professional
advice about potential tax implications.
Additional information
If you have any other questions regarding this notice, please speak to your financial adviser.
Yours faithfully,

The Board

Important information: Your capital is at risk. Threadneedle (Lux) is a Luxembourg domiciled investment company withvariable capital ("SICAV"), managed by Threadneedle Management Luxembourg S.A.. This material should not be considered
as an offer, solicitation, advice or an investment recommendation. This communication is valid at the date of publication andmay be subject to change without notice. Information from external sources is considered reliable but there is no guarantee as
to its accuracy or completeness. The SICAV´s current Prospectus, the Key Investor Information Document (KIID)/Key
Information Document (KID) and the summary of investor rights are available in English and/or in local languages (whereapplicable) from the Management Company Threadneedle Management Luxembourg S.A., International Financial Data
Services (Luxembourg) S.A., your financial advisor and/or on our website www.columbiathreadneedle.com. These documents
are available in Switzerland from the Swiss Representative and Paying Agent CACEIS Investor Services Bank SA, Esch-surAlzette, Zurich branch, Bleicherweg 7, CH 8027 Zurich. Threadneedle Management Luxembourg S.A. may decide to terminate
the arrangements made for the marketing of the SICAV. Pursuant to article 1:107 of the Act of Financial Supervision, the subfund is included in the register that is kept by the AFM. Threadneedle (Lux) is authorised in Spain by the Comisión Nacionaldel Mercado de Valores (CNMV) and registered with the relevant CNMV's Register with number 177. Past performance iscalculated according to the BVI method in Germany.
In the EEA and Switzerland: Issued by Threadneedle Management Luxembourg S.A. registered with the Registre deCommerce et des Sociétés (Luxembourg), Registered No. B 110242, 44 rue de la Vallée, L-2661 Luxembourg, Grand Duchyof Luxembourg.
In the UK: Issued by Threadneedle Asset Management Limited. Registered in England and Wales, No. 573204. Registered
Office: 78 Cannon Street, London EC4N 6AG, United Kingdom. Authorised and regulated in the UK by the Financial Conduct
Authority.
In the Middle East: This document is distributed by Columbia Threadneedle Investments (ME) Limited, which is regulated by
the Dubai Financial Services Authority (DFSA). For Distributors: This document is intended to provide distributors’ withinformation about Group products and services and is not for further distribution. For Institutional Clients: The information inthis document is not intended as financial advice and is only intended for persons with appropriate investment knowledge andwho meet the regulatory criteria to be classified as a Professional Client or Market Counterparties and no other Person should
act upon it.
Columbia Threadneedle Investments is the global brand name of the Columbia and Threadneedle group ofcompanies.

Appendix - Changes regarding the promotion of Environmental and Social Characteristics by the Portfolio
Current Investment Objective and Policy
The Pan European ESG Equities Portfolio seeks to achieve
capital appreciation through investment in companies withstrong or improving environmental, social and governance(ESG) characteristics.
The Portfolio is actively managed, and invests principally in theequity securities of large companies domiciled in Europe or withsignificant European activities. The Portfolio may further invest
in the equity securities of European Smaller Companies andMoney Market Instruments.
The Portfolio may use financial derivative instruments forhedging purposes.
For the purposes of managing liquidity, the Portfolio may holdcash deposits, Money Market Instruments and other cashequivalent assets, including through UCIs.
The Sub-Advisor focuses on selecting companies with strong or
improving ESG characteristics, as outlined in the Portfolio’s ESG
Investment Guidelines. Those companies will demonstrateleadership through strong environmental, social, andgovernance practices.
The Sub-Advisor will use measures that compare the ESG
characteristics of the Portfolio against the MSCI Europe Index.
This index also provides a helpful benchmark against which thefinancial performance can be compared. The MSCI Europe
Index has been chosen for these purposes as a good
representation of large and medium-sized companies within
European developed market countries (including the UK).
Accordingly, the index is not designed to specifically consider
environmental or social characteristics.

Updated Investment Objective and Policy and summary of SFDR RTS Annex from the
Effective Date
The Pan European ESG Equities Portfolio seeks to achieve capital appreciation throughinvestment in companies with strong or improving environmental, social and governance (ESG)
characteristics.
The Portfolio invests principally in the equity securities of large companies domiciled in Europe orwith significant European activities. The Portfolio may further invest in the equity securities ofEuropean Smaller Companies and Money Market Instruments.
The Portfolio may use financial derivative instruments for hedging purposes.
For the purposes of managing liquidity, the Portfolio may hold ancillary liquid assets (i.e. bankdeposits at sight), and may also hold bank deposits, Money Market Instruments or money market
funds for treasury purposes. In normal market conditions, investment in these assets or
instruments will not exceed 10% of the Portfolio’s Net Asset Value.
The Portfolio is actively managed in reference to the MSCI Europe Index. The index is broadly
representative of the companies in which the Portfolio invests and provides a suitable target
benchmark against which Portfolio performance will be measured and evaluated over time. The
index is not designed to specifically consider environmental or social characteristics.
The Sub-Advisor has discretion to select investments with weightings different to the index, andthat are not in the index, and the Portfolio may display significant divergence from the index.
Deviations from the index, including guidance on the level of risk relative to the index, will beconsidered as part of the Sub-Advisor’s risk monitoring process.
Promotion of Environmental and Social Characteristics
The Sub-Advisor promotes environmental and social characteristics by investing in companies
that demonstrate strong or improving ESG characteristics. In addition, the Sub-Advisor ensuresthat the companies in which the Portfolio invests follow good governance practices.
Information about the environmental or social characteristics promoted by the Portfolio and theirintegration into the investment process is available in the SFDR RTS Annex of the Prospectus.

Deviations from the index, including guidance on the level of risk
relative to the index, will be considered as part of the SubAdvisor’s risk monitoring process, to ensure the overall level ofrisk is broadly consistent with the index. In line with its active
management strategy, there may be significant deviation fromthe index.
In keeping with its ESG Investment Guidelines, the Portfolio will
not invest in some sectors and companies in the index.
The Net Asset Value of the Portfolio shall be expressed in Euroand investment decisions will be made from a Euro perspective.
ESG Investment Guidelines
The Sub-Advisor’s environmental, social and governance(“ESG”) investment criteria for the Portfolio are set out in its ESG
Investment Guidelines, which may be amended from time-totime. These are specific to the Portfolio and are over and above
the Sub-Advisor’s own normal ethical practices.
The Portfolio’s ESG Investment Guidelines are available on
request.
The key components to the ESG Investment Guidelines are as
follows:
1. ESG exclusion screening, which aims to exclude companies
that are unable to satisfy the ESG Investment Guidelines fromtime to time. By way of example, it may seek to exclude
companies where a significant element of the business revenue
is derived from activities such as the manufacture ofcontroversial weapons, tobacco, gambling services, orcompanies that breach accepted international standards andprinciples;
2. Companies that do not satisfy this exclusion screening may
be assessed as suitable for investment by the Portfolio, if in theSummary of SFDR RTS Annex
The Portfolio aims to compare favourably against the MSCI Europe Index over rolling 12-month
periods, when assessed using the Columbia Threadneedle ESG Materiality Rating Model (the“Model”).
This model (developed and owned by Columbia Threadneedle Investments) builds on the
Sustainability Accounting Standards Board (SASB®) materiality framework and identifies themost financially material environmental, social and governance risk and opportunity factors
across a wide range of industries, based on subjective indicators.
Where sufficient data is available, the output of the Model is a rating from 1 to 5. The ratings
indicate how much exposure a company has to material ESG risks and opportunities in aparticular industry. A rating of 1 indicates that a company has minimal exposure to material ESG
risks and a rating of 5 indicates that a company has a higher exposure to such risks. These ESG
Materiality ratings are used by the Sub-Advisor to identify and assess potential material ESG risk
and opportunity exposures in the securities held or considered for investment by the Portfolio, aspart of its decision-making process. The Sub-Advisor favours companies which score highly(rating of 1-3) on the Model, giving the Portfolio a positive tilt in favour of ESG characteristics
when compared with those of the MSCI Europe Index, on a rolling 12-month basis. However, the
Sub-Advisor may invest in companies with a poorer ESG Materiality rating (companies rated 4 or
5) on the basis that these securities, notwithstanding such rating, are determined by the SubAdvisor to already demonstrate strong ESG practices or have scope for improvement in their
ESG practices. The Sub-Advisor will seek to encourage such improvements through theimplementation of its engagement policy.
The Sub-Advisor must invest at least 80% of the Portfolio in companies that have a strong ESG
Materiality rating (1 to 3). Where necessary, the Sub-Advisor may assess companies that are notcovered by its ESG Materiality Rating Model using its own research, or engage with companies
that have low ESG Materiality Ratings for improvement, in order to achieve this 80% minimum
commitment.
The Sub-Advisor ensures that at least 90% of the total net assets of the Portfolio excluding
investments in ancillary liquid assets, bank deposits, money market instruments or money market
funds for liquidity or treasury purposes are assessed by the Model.
The Portfolio does not invest in companies which derive revenue from industries and activities
above the thresholds shown below:

opinion of the Sub-Advisor they are clearly demonstrating
improving ESG characteristics. By way of example, this may
include companies that are actively reducing their share ofbusiness revenue derived from the type of activities describedabove.
The Sub-Advisor will apply these non-financial selection criteria
to at least 90% of the total net assets of the Portfolio excluding
liquid assets, and will use measurement methods such as
responsible investment rating and exclusion screening to ensurethat the Portfolio’s ESG profile exceeds that of the index.
The Portfolio is categorised as one that promotes environmental
or social characteristics under Article 8 of the EU Regulation
2019/2088 on sustainability-related disclosures in the financial
services sector (SFDR).

Threshold Exclusions
Exclusion

Factor

TobaccoProduction
Distribution
RetailSupplyUnconventional Exploration and Production (including Arctic)
Conventional Exploration and Production
Oil Power Generation
Power Generation
Extraction
Development of new thermal coal mining or power generation
facilities
Related Activity
Production
Distribution
RetailMilitary weapons
Civilian Firearms
Indirect products and services

Oil & Gas
Thermal Coal

Gambling
Adult
Entertainment
Conventional
Weapons
NuclearWeapons

Revenue
Threshold
5%
15%
15%
50%
5%
30%
30%
25%
5%
0%
5%
5%
5%
5%
5%
5%
5%

Full Exclusions
Controversial Weapons
Nuclear Weapons - Direct involvement: issuers involved in warheads and missiles, fissile material,
exclusive-use components

The Portfolio excludes companies that breach international standards and principles, as
determined by the Sub-Advisor, such as:• the United Nations Global Compact;• the International Labour Organization Labour Standards; and• the United Nations Guiding Principles on Business and Human Rights
In line with its engagement policy, the Sub-Advisor may engage with companies that have poorer
ESG Materiality Ratings to encourage improvement of their ESG practices over time on issues
ranging from climate change to board independence and diversity.

Columbia Threadneedle Investments is a signatory to the Net Zero Asset Managers Initiative(“NZAMI”) and has committed to an ambition to reach net zero emissions by 2050 or sooner for arange of assets, including the Portfolio. Accordingly, the Sub-Advisor will use proactive
engagement with companies to assist with progressing this ambition. If after an appropriate
period of engagement, a high emitting company held in the Portfolio does not show progress inmeeting minimum standards considered necessary for continued investment, then the Portfolio
will disinvest from the company.
While the Portfolio does not have a sustainable investment objective, it will hold a minimum
proportion of 5% of sustainable investments with an environmental or social objective.
The Sub-Advisor considers the principal adverse impacts (“PAIs”) of its investment decisions forthis Portfolio that may negatively harm sustainability factors through a combination of sector andthematic exclusions, investment research and monitoring and engaging with investee companies
in respect of the PAI indicators detailed in the SFDR RTS Annex of the Prospectus.
The Portfolio is categorised as one that promotes environmental or social characteristics under
Article 8 of the EU Regulation 2019/2088 on sustainability-related disclosures in the financial
services sector (SFDR).
Further information about the environmental or social characteristics promoted by the Portfolio
and their integration into the investment process is available in the SFDR RTS Annex of theProspectus.
Please also refer to the General Sustainability Disclosures Appendix of the Prospectus for further
information.