ECOGRAF LIMITED — Major Shareholding Notification 2021

Feb 18, 2021

Form 604

Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To: Company Name/Scheme:	Ecograf Limited
ACN/ARSN	117 330 757
1. Details of substantial holder
Name	Mitsubishi UFJ Financial Group, Inc.
There was a change in the interests of the	16 February 2021
substantial holder on
The previous notice was given to the company on	8 August 2019
The previous notice was dated	8 August 2019
The holder became aware on	18 February 2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme are as follows:

Class of securities	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (%)	Person’s votes	Voting power (%)
Fully paid ordinary shares	35,253,706	12.05	40,175,549	11.04

3. Changes in relevant interest

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Person's votes affected
See annexure A to this notice

4.Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person's votes
Mitsubishi UFJ Financial Group, Inc.	Citicorp Nominees Pty Limited (Australia)		Relevant interest in securities that First Sentier Investors Holdings Pty Limited has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of 100% in First Sentier Investors Holdings Pty Limited.	39,963,878 Fully paid ordinary shares	39,963,878
Mitsubishi UFJ Financial Group, Inc.	HSBC Custody Nominees (Australia) Limited		Relevant interest in securities that Morgan Stanley has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of over 20% in Morgan Stanley.	210,671 Fully paid ordinary shares	210,671
Mitsubishi UFJ Financial Group, Inc.	Morgan Stanley Australia Securities (Nominee) Pty Limited		Relevant interest in securities that Morgan Stanley has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of over 20% in Morgan Stanley.	1,000 Fully paid ordinary shares	1,000

5. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable	Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Mitsubishi UFJ Financial Group, Inc.	2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan

Page 1

Signature

Dated 19 February 2021

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Kenji Takase

Authorised signatory

Page 2

Annexure A

Annexure A

This is annexure A of 1 page referred to in Form 604, Notice of change of interest of substantial holder dated 19 February 2021

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Kenji Takase Authorised signatory Dated 19 February 2021

Date of change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Person's votes affected
7 January 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	15,320.00	191,500 Ordinary shares	191,500
8 January 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	17,604.08	220,051 Ordinary shares	220,051
9 January 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	11,503.92	143,799 Ordinary shares	143,799
10 January 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	4,808.80	60,110 Ordinary shares	60,110
17 January 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	24,624.00	328,320 Ordinary shares	328,320
24 January 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	8,512.00	121,600 Ordinary shares	121,600
29 January 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	11,613.49	175,962 Ordinary shares	175,962
3 February 2020	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	6,067.53	67,417 Ordinary shares	67,417
28 May 2020	Mitsubishi UFJ Financial Group,Inc.	Purchase of securities by an entity controlled by First Sentier Investors Holdings PtyLimited	180,720.02	2,780,308 Ordinary shares	2,780,308
2 June 2020	Mitsubishi UFJ Financial Group,Inc.	Purchase of securities by an entity controlled by First Sentier Investors Holdings PtyLimited	29,999.97	461,538 Ordinary shares	461,538
11 February 2021	Mitsubishi UFJ Financial Group,Inc.	Borrowed by an entity controlled by Morgan Stanley - see Annexure B	N/A	4,533 Ordinary Shares	4,533
12 February 2021	Mitsubishi UFJ Financial Group,Inc.	Borrow returned by an entity controlled by Morgan Stanley - see Annexure B	N/A	4,533 Ordinary Shares	4,533
15 February 2021	Mitsubishi UFJ Financial Group,Inc.	Purchase of securities by an entity controlled by Morgan Stanley	451.43	463 Ordinary Shares	463
15 February 2021	Mitsubishi UFJ Financial Group,Inc.	Purchase of securities by an entity controlled by Morgan Stanley	520.89	537 Ordinary Shares	537
16 February 2021	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled by First Sentier Investors Holdings Pty Limited	1,550,238.90	1,667,257 Ordinary shares	1,667,257
16 February 2021	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled byMorgan Stanley	3,032.12	3,094 Ordinary Shares	3,094
16 February 2021	Mitsubishi UFJ Financial Group,Inc.	Sale of securities by an entity controlled byMorgan Stanley	1,946.22	1,956 Ordinary Shares	1,956
16 February 2021	Mitsubishi UFJ Financial Group,Inc.	Borrowed by an entity controlled by Morgan Stanley - see Annexure B	N/A	215,619 Ordinary Shares	215,619

Page 1

Annexure B

This is annexure B of 1 page referred to in Form 604, Notice of change of interest of substantial holder dated 19 February 2021

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Kenji Takase Authorised signatory Dated 19 February 2021

The below schedules are based on the relevant standard agreements. The entity filing the report will, if requested by the company or responsible entity to whom the prescribed form must be giv ASIC, give a copy of the agreement to the company, responsible entity or ASIC.

Schedule	Schedule
Type of Agreement	Global Master Securities LendingAgreement
Parties to agreement	Morgan Stanley& Co. Internationalplc and CREDIT SUISSE AG
Transfer Date	20210216;
Holder of Voting Rights	Borrower
Are there any restrictions on voting rights?	~~Yes/~~ No
If yes, detailNot applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Ye~~s/No~~
If yes, detailThe Borrower is entitled at any time to terminate a Loan and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early?	Ye~~s/No~~
If yes, detailThe Lender is entitled to terminate a Loan and to call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the standard settlement time for such Equivalent Securities on the exchange or in the clearingorganisation through which the Loaned Securities were originallydelivered.
Will the securities be returned on settlement?	Ye~~s/No~~
If yes, detail any exceptionsIf the Borrower does not redeliver Equivalent Securities in accordance with the Agreement, the Lender may by written notice to Borrower terminate the Loan forthwith and the Parties' delivery and payme obligations in respect thereof.
Schedule
Type of Agreement	International Prime Brokerage Agreement
Parties to agreement	Morgan Stanley & Co. International plc for itself and as agent and trustee for and on behalf of the other Morgan Stanley Companies and COWEN INTERNATIONAL LIMITED
Transfer Date	20210216;
Holder of Voting Rights	Prime broker has the right to vote securities rehypothecated from the Client.
Are there any restrictions on voting rights?	~~Yes/~~ No
If yes, detailNot applicable
Scheduled Return Date (if any)	Open
Does the borrower have the right to return early?	Ye~~s/No~~
If yes, detailPrime broker may return shares which were rehypothecated from the client at any time.
Does the lender have the right to recall early?	Ye~~s/No~~
If yes, detailPrime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares by the client.
Will the securities be returned on settlement?	Ye~~s/No~~
If yes, detail any exceptionsUpon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account shall be taken of what is due f each party to the other. The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.