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Prospective investors should review this Prospectus (the “Prospectus”) and the Relevant Supplement(s) carefully and in their entirety and, before making any investment decision with respect to an investment in the Fund, should consult a stockbroker, bank manager, lawyer, accountant or other financial adviser for independent advice in relation to: (a) the legal requirements within their own countries for the purchase, holding, exchanging, redeeming or disposing of Shares; (b) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchanging, redeeming or disposing of Shares; (c) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares; and (d) the provisions of this Prospectus and the Relevant Supplement(s). FRANKLIN LIBERTYSHARES ICAV An Irish collective asset-management vehicle constituted as an umbrella fund with segregated liability between Sub-Funds with registration number C167746 and authorised by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended PROSPECTUS 24 August 2021 The directors (the “Directors”) of Franklin LibertyShares ICAV (the “Fund”) whose names appear in the “Management” section accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the accuracy of such information. The Directors accept responsibility accordingly. 51595109.14 1 IMPORTANT INFORMATION No person has been authorised to give any information or to make any representations other than those contained in this Prospectus in connection with the offer of each Sub-Fund’s Shares and, if given or made, the information or representations must not be relied upon as having been authorised by the Fund. Neither the delivery of this Prospectus or any Relevant Supplement nor any sale of Shares shall under any circumstance imply that the information contained herein is correct as of any date after the date of this Prospectus. The key investor information documents (each a “KIID”) for each of the Sub-Funds provide important information in respect of the Sub-Funds, including the applicable synthetic risk and reward indicator, charges and, where available, the historical performance associated with the Sub-Funds. Before subscribing for Shares, each investor will be required to confirm that they have received the relevant KIID. The KIIDs and the latest annual and any semi-annual reports of the Fund are available to download on the Website. Investors should be aware that the price of Shares may fall as well as rise and investors may not get back any of the amount invested. The Fund may also charge a subscription fee of up to 3% or 5%, depending on the Sub- Fund and/or a redemption fee of up to 2%. The difference at any one time between the subscription and redemption price of Shares means that an investment in any Fund should be viewed as medium to long term. Risk factors for each investor to consider are set out in the “Risk Considerations” section. Authorisation of the Fund is not an endorsement or guarantee of the Fund by the Central Bank nor is the Central Bank responsible for the contents of the Prospectus. The authorisation of the Fund by the Central Bank shall not constitute a warranty as to the performance of the Fund and the Central Bank shall not be liable for the performance or default of the Fund. The Fund is not registered in the United States of America under the Investment Company Act of 1940. The Shares have not been registered in the United States of America under the Securities Act of 1933. The Shares made available under this offer may not be directly or indirectly offered or sold in the United States of America or any of its territories or possessions or areas subject to its jurisdiction or to or for the benefit of residents thereof, unless pursuant to an exemption from registration requirements available under U.S. law, any applicable statute, rule or interpretation. U.S. Persons are not eligible to invest in the Fund. Prospective Investors shall be required to declare that they are not a U.S. Person and are not applying for Shares on behalf of any U.S. Person. The term “U.S. Person” shall mean any person that is a United States person within the meaning of Regulation S under the United States Securities Act of 1933 or as defined by the U.S. Commodity Futures Trading Commission for this purpose, as the definition of such term may be changed from time to time by legislation, rules, regulations or judicial or administrative agency interpretations. The Fund is not registered in any provincial or territorial jurisdiction in Canada and Shares have not been qualified for sale in any Canadian jurisdiction under applicable securities laws. The Shares made available under this offer may not be directly or indirectly offered or sold in any provincial or territorial jurisdiction in Canada or to or for the benefit of residents thereof, unless such Canadian resident is, and will remain at all times during their investment, a “permitted client” as that term is defined in Canadian securities legislation. Prospective Investors may be required to declare that they are not a Canadian resident and are not applying for Shares on behalf of any Canadian residents. If an Investor becomes a Canadian resident after purchasing Shares, the Investor will not be able to purchase any additional Shares. The Fund may obtain recognition for marketing its Shares in various European countries (in addition to Ireland). The registration of the Shares of the Fund in these jurisdictions does not require any authority to approve or disapprove the adequacy or accuracy of this Prospectus or the securities portfolios held by the Fund. Any statement to the contrary is unauthorised and unlawful. 39407206.39 2 CONTENTS DIRECTORY ........................................................................................................................................................................... 4 GENERAL INFORMATION .................................................................................................................................................... 5 INVESTMENT TECHNIQUES ................................................................................................................................................ 9 SUSTAINABLE FINANCE .................................................................................................................................................... 19 INVESTMENT RESTRICTIONS ........................................................................................................................................... 22 RISK CONSIDERATIONS .................................................................................................................................................... 27 PURCHASE AND SALE INFORMATION ............................................................................................................................ 50 DETERMINATION OF NET ASSET VALUE ........................................................................................................................ 56 DISTRIBUTIONS .................................................................................................................................................................. 60 FEES AND EXPENSES ........................................................................................................................................................ 61 TAX INFORMATION ............................................................................................................................................................. 62 MANAGEMENT .................................................................................................................................................................... 68 CONFLICTS OF INTEREST ................................................................................................................................................. 77 SCHEDULE I – DEFINITIONS .............................................................................................................................................. 80 SCHEDULE II – RECOGNISED MARKETS ........................................................................................................................ 86 SCHEDULE III – DEPOSITARY DELEGATES .................................................................................................................... 90 39407206.39 3 DIRECTORY FRANKLIN LIBERTYSHARES ICAV 70 SIR JOHN ROGERSON’S QUAY DUBLIN 2 IRELAND Directors: Manager: Robert Burke Franklin Templeton International Services S.à r.l. Caroline Baron 8A, rue Albert Borschette Frank Ennis L-1246 William Jackson Luxembourg Gregory McGowan Patrick O’Connor Administrator: Depositary: State Street Fund Services (Ireland) Limited State Street Custodial Services (Ireland) Limited 78 Sir John Rogerson’s Quay 78 Sir John Rogerson’s Quay Dublin 2 Dublin 2 Ireland Ireland Legal Advisors in Ireland: Investment Managers: Matheson Franklin Advisers, Inc. 70 Sir John Rogerson’s Quay One Franklin Parkway Dublin 2 San Mateo Ireland CA 94403-1906 USA Secretary: Matsack Trust

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