Xtrackers (Jersey) ETC PLC
2
Directors' report
The Board of Directors (the "Directors" or the “Board”)) present the Directors' report and audited financial statements of Xtrackers (Jersey) ETC
PLC (the “Company”) for the period from the date of incorporation 18 October 2022 to 31 December 2023.
Principal activities and business review
The Company was incorporated on 18 October 2022 as a public limited liability company in Jersey under the Companies (Jersey) Law 1991 with
registration number 145739. It has been established as a special purpose vehicle for the purpose of issuing asset backed securities. The Company was
dormant until the launch of the programme in quarter four of 2023 described below.
The principal activity of the Company, under the Secured Xtrackers (Jersey) ETC PLC Carbon Linked Securities Programme (the “Programme”),
is to issue from time to time series (each a "Series") of carbon ETC securities (the “Carbon ETC Securities”), where recourse in respect of each
Series is limited to the proceeds of enforcement of the security over each respective Series' assets.
The Company has established this Programme for the issue of Carbon ETC Securities whose return is linked to the price of specified allowances,
credits, permits, rights or similar assets which represent a volume of carbon dioxide equivalent or other greenhouse gas, which is issued, allocated,
created or recognised in accordance with the rules and regulations governing participation in a trading scheme for the transferring of such allowances,
credits, permits, rights, or similar assets (the “Allowance(s)”). As at the date of this approval, the only type of Allowance(s) that Carbon ETC
Securities issued under this Programme may be linked to is EU allowances (the “EUA(s)”). The Company may hold either (or a combination of)
EUAs allocated in Phase III (1 January 2013 to 31 December 2020) of the EU ETS or EUAs allocated in Phase IV (1 January 2021 to 31 December
2030) of the EU ETS.
The main assets of the Company in respect of a Series of Carbon ETC Securities are the EUAs held by the Company via the Custodian, and cash
held by the Company. The EUAs backing each Series of Carbon ETC Securities may be sold by the Company to service any payment due and payable
on the Carbon ETC Securities and to fund the payment of product fee to the Programme Administrator, which in turn shall be used by the Programme
Administrator to pay certain costs of the Programme and the Company more generally.
The Carbon ETC Securities are designed to provide purchasers with exposure to Allowance(s) of a specified type, without having to take delivery of
them. Each Series of Carbon ETC Securities relates to a number of Allowance(s) and each tranche of Carbon ETC Securities (the “Tranche”) has
an Allowance(s) entitlement per Carbon ETC Security specified in the relevant final terms (the “Final Terms”). On any particular day, the Carbon
ETC Security can be viewed as giving an exposure to a number of Allowance(s) – the amount payable to securityholders on final redemption or early
redemption of the relevant Carbon ETC Securities is linked to the value of the Allowance(s). In addition, the value per Carbon ETC Security is
similarly linked to the value of such Allowance(s). In order to back its obligations under the Carbon ETC Securities, the Company will seek to hold
enough Allowance(s) to meet its obligations under the Carbon ETC Securities. The precise number it holds at any time may be more or less than the
aggregate number of the Allowance(s) entitlement per Carbon ETC Security, reflecting the periodic payment of Product Fees.
Because the Company obtains its exposure to the Allowance(s) by investing directly in the relevant Allowance(s), these types of Carbon ETC
Securities are known as a replication exchange traded commodities. Upon maturity, the Carbon ETC Securities will pay an amount linked to the
performance of such Allowance(s) (being proceeds from the disposal of the relevant Underlying Allowance(s), subject to deduction of Product Fees).
In connection with a subscription of Carbon ETC Securities, the relevant number of Allowance(s) shall be delivered by the seed authorised participant
or an authorised participant (as applicable) to the secured series carbon account (the “Series Carbon Account”), on the original series issue date (in
respect of an initial issuance of a Series of Carbon ETC Securities). The obligations of the Company under the Carbon ETC Securities of a Series
will be secured in favour of the Trustee by an assignment by way of security of all the Company’s rights, title, interest and benefit present and future
against the Custodian. Subscription and redemption terms of the Carbon ETC Securities are disclosed in the notes of the financial statements.
A Series of Carbon ETC Securities may be listed on the official list of one or more of the following stock exchanges and be admitted to trading on
the regulated market or other main market thereof: Euronext Dublin, the Frankfurt Stock Exchange and/or such other stock exchanges and regulated
markets or main markets as may be agreed between the Company and the Programme Administrator. As of the date of approval of these financial
statements, the Carbon ETC Securities are listed on the Frankfurt Stock Exchange. The Carbon ETC Securities were admitted on the exchange as of
23 November 2023.
Key performance indicators
The Company is a Special Purpose Vehicle (the ''SPV'') whose sole business is the issue of asset-backed securities. The Company has established
a programme for the issue of Carbon ETC Securities whose return is linked to the performance of Allowance(s). Each series of Carbon ETC Securities
will be separate (or ‘ring-fenced’) from each other series of Carbon ETC Securities. The best benchmark is the price of the relevant Allowances in
which the proceeds of the Carbon ETC Securities are invested in. For all Series, the performance closely follows the movement in the Allowances
linked to the Series. To date only one Series has been issued and the relevant Allowances are EUAs.
The Directors confirm that the key performance indicators as disclosed below are those that are used to assess the performance of the Company.