MORPHIC ETHICAL EQUITIES FUND LIMITED — AGM Information 2018

Oct 21, 2018

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22 October 2018

Dear Shareholder

– Morphic Ethical Equities Fund Limited Notice of Annual General Meeting

It is my pleasure to invite you to our 2018 Annual General Meeting ( AGM ).

The AGM will be held at 11.00 am on Thursday, 22 November 2018 at The ISC Room, Level 4, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney NSW 2000

The AGM will be followed by a presentation from the Company’s investment manager, Morphic Asset Management Pty Limited ( Morphic ), on market update and outlook.

At the AGM you will be asked to vote on the items included in the attached Agenda and can raise any questions you may have regarding the Company with the Board and Morphic ’ s investment management team.

Enclosed are the following:

1. Our Agenda for the AGM, Explanatory Notes and some important information about how you can vote on the items on the Agenda.

2. Proxy Form.

Our 2018 Annual Report will be sent to you shortly (if you have elected to receive a printed copy or electronically). If you have not made an election to receive a printed copy or an electronic copy of the Annual Report, you may access it on Morphic ’ s website dedicated to the Company at www.morphicasset.com/mec-reports.

I recommend that you read these documents carefully. If you are unable to attend the meeting, we invite you to appoint a proxy to vote on your behalf using the enclosed Proxy Form.

If you plan to attend the meeting, please bring the enclosed Proxy Form to facilitate your registration which will commence at 10.30 am. You are then invited to join the Board for refreshments at the conclusion of the AGM.

I look forward to welcoming you at the AGM.

Yours faithfully

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JoAnna Fisher Chairman

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Notice of Annual General Meeting 2018

Notice is given that the 2018 Annual General Meeting of Morphic Ethical Equities Fund Limited ABN 52 617 345 123 ( Company ) will be held as follows:

Date and Time :

11.00am (AEDT) Thursday, 22 November 2018

Venue : The ISC Room, Level 4, Royal Automobile Club of Australia 89 Macquarie Street Sydney NSW 2000

Agenda

General Business

Consideration of Financial Statements and Reports

To receive the Financial Report, Directors’ Report and Auditor’s Report for the Company for the financial year ended 30 September 2018.

There is no requirement for shareholders to approve these reports.

Resolution 1: Remuneration Report

To receive, consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

“That the Remuneration Report of the Company (which forms part of the Directors' Report) for the financial year ended 30 September 2018 be adopted. ”

Please note that the vote on the Remuneration Report is advisory only and does not bind the Directors or the Company.

Note: A voting exclusion applies to this resolution.

Resolution 2: Re-election of Virginia Malley as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Ms Virginia Malley , who retires by rotation in accordance with rule 6.7 of the Company’s Constitution and, being eligible, offers herself for re-election, be re-elected as a director of the Company.”

Resolution 3: Re-election of Mark Forstmann as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

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“That Mr Mark Forstmann, who retires by rotation in accordance with rule 6.7 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.”

By the Order of the Board

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Josephine Jang Company Secretary 22 October 2018

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Voting Information

Explanatory Notes

The Company’s shareholders should read the Explanatory Notes accompanying, and forming part of, this Notice of Meeting for more details on the resolutions to be voted on at the Meeting. The information provided is intended to assist shareholders in understanding the reasons for and the effect of the resolutions, if passed.

Proxies

If you are unable to attend and vote at the Meeting and wish to appoint a person who is attending as your proxy, please complete the enclosed Form of Proxy. The instrument appointing a proxy must be in writing under the hand of the appointer or their attorney duly authorised in writing, or if such appointer is a corporation, under its common seal or under the hand of its duly authorised officer or attorney.

A shareholder entitled to attend and vote is entitled to appoint a proxy and if entitled to cast two or more votes at the Meeting, may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If no such proportion or number is specified, each proxy may exercise half of the shareholder’s votes. A proxy can be an individual or a body corporate and need not be a member of the Company.

Subject to any applicable voting restrictions, where an appointment specifies the way the proxy is to vote on the resolution:

• the proxy is not required to vote on a show of hands, but if the proxy does so, the proxy must vote that way;

• if the proxy has two or more appointments that specify different ways to vote on the resolutions, the proxy must not vote on a show of hands;

• if the proxy is not the Chairman, the proxy need not vote on a poll but if the proxy does so, the proxy vote must vote that way; and

• if the proxy is the Chairman, the proxy must vote on a poll and must vote that way.

In addition, there are now some circumstances where the Chairman will be taken to have been appointed as a shareholder’s proxy for the purposes of voting on a particular resolution even if the shareholder has not expressly appointed the Chairman as their proxy. This will be the case where:

• the appointment of proxy specifies the way the proxy is to vote on a particular resolution;

• the Chairman is not named as the proxy;

• a poll is being called on the resolution; and

• either of the following applies:

• (i) the proxy is not recorded as attending the Meeting; or

• (ii) the proxy attends the Meeting but does not vote on the resolution.

Shareholders should consider directing their proxy as to how to vote on each resolution by crossing either a “For” or “Against” box when lodging their proxy form to ensure that their proxy is permitted to vote on their behalf in accordance with their instructions.

The proxy form together with the authority (if any) under which it is signed or a notarially certified copy of that authority must be received at the Company’s registered office or by the Company’s share register, Computershare Investor Services Pty Ltd (Ph: 1300 850 505) no later than 48 hours before

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the AGM, i.e. 11.00am (AEDT), Tuesday, 20 November 2018 . Please note that the Company’s registered office and the Company’s share registry office are closed outside of regular business hours.

The completed Form of Proxy may be lodged:

ONLINE:	Share Registry	www.investorvote.com.au or by scanning QR Code found on the enclosed Proxy Form with your mobile device.
IN PERSON:	Share Registry	Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067 Australia
	Registered Office	Morphic Ethical Equities Fund Limited Level 3, 139 Macquarie Street, Sydney NSW 2000
BY MAIL:	Share Registry	Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, Australia
BY FAX:	Share Registry	(within Australia) 1800 783 447 (overseas) +61 3 9473 2555

Custodian Voting

For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions.

Voting Entitlement Cut-offs

In accordance with section 1074E(2)(g)(i) of the Corporations Act 2001 (Cth) and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purpose of the meeting, all shares in the capital of the Company will be taken to be held by the persons who held them as registered holders at 7.00 pm (AEDT) on Tuesday, 20 November 2018 . Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Explanatory Memorandum

Introduction

This explanatory memorandum provides shareholder with important information in relation to each item of business for the AGM, including the proposed resolutions to be considered by shareholders of the Company.

Financial Statements and Reports (Not voted on)

The Company’s financial statements, together with the Directors’ Report and the Auditor’s Report for the financial year ended 30 September 2018 ( Reports ) will be laid before the AGM as required by section 317 of the Corporations Act. The Corporations Act does not require a vote of Shareholders on the Reports.

During this item of business, shareholders will be given reasonable opportunity to ask questions and make comments in relation to the Reports, and the business and management of the Company.

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Shareholders will also be given reasonable opportunity to ask a representative of the Company’s auditor, Pitcher Partners, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting polic ies adopted by the Company in preparation of the financial statements or the independence of the auditor in relation to the conduct of the audit.

Resolution 1: Remuneration Report

Resolution 1 provides shareholders the opportunity to vote on the Compan y’s Remuneration Report. Under section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at its AGM. The Remuneration Report forms part of the Directors’ Report and is set o ut in the Company’s 2018 Annual Report. The vote is advisory only and does not bind the directors or the Company.

If 25% or more of the votes cast are against the adoption of the Remuneration Report, the next Directors’ Report must include an explanation of the Board ’s proposed action in response or, if the Board does not propose any actions, the Board ’s reason for inaction.

If 25% or more of the votes cast are against the adoption of the Remuneration Report at two consecutive AGMs, the Company will be required to put to shareholders at the second AGM a resolution on whether another meeting should be held (within 90 days) at which all directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors ’ Report must stand for re-election. If more than 50% of the votes are cast in favour of the resolution, a separate re-election meeting must be held within 90 days.

Voting Exclusions

Section 250R(4) of the Corporations Act prohibits any votes being cast on Resolution 1 by or on behalf of a person who is disclosed in the Remuneration Report as a member of the key management personnel ( KMP ) of the Company (including the Directors and the Chairman) or a closely related party of that KMP. Their closely related parties are defined in the Corporations Act and include certain family members, dependants and companies they control. However, such a person may cast a vote on Resolution 1 as a proxy for a person who is permitted to vote if:

• the appointment of the proxy specifies the way in which the proxy is to vote on the resolution; or

• such a person is the Chairman of the meeting and the appointment of the proxy expressly authorises the Chairman of the meeting to exercise the undirected proxies even if the resolution is connected with the remuneration of a member of the KMP.

The directors encourage all shareholders read the Remuneration Report and vote on this important resolution. The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote ‘against’ or ‘abstain’, you should mark the relevant box in the attached proxy form.

Recommendation

The directors recommend that shareholders vote in favour of Resolution 1.

Resolution 2: Re-election of Virginia Malley as a Director

Rule 6.7 of the Constitution requires that at every annual general meeting, one third, or the number nearest to one third (rounded up to the nearest whole number) o f the Company’s longest serving directors ( Retiring Directors ) since last being elected or re-elected, excluding any director appointed by the remaining directors to either fill a casual vacancy or as an addition to the existing directors,

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must retire from office. Each retiring director is eligible for re-election in accordance with the Constitution.

The Board of directors has agreed for Virginia Malley to retire from office and to offer herself for reelection.

A summary of Virginia Malley ’s qualifications and experience is detailed below.

Virginia Malley

Virginia has worked in the financial services sector for 30 years. Virginia is a Fellow of the Australian Institute of Company Directors and completed the Company Director Course in 2007. She holds a Bachelor of Arts and a Master of Applied Finance from Macquarie University, a Juris Doctor from the University of Technology Sydney, and a Graduate Diploma of Environmental Law and a Master of Law from the University of Sydney. In November 2016, she was recognised with a Faculty Award for excellence and ongoing contribution to the gold standard in governance education by the Australian Institute of Company Directors.

In 1987, she joined Macquarie Bank as a credit analyst and became Chief Risk Officer of the Funds Management Group in 2003. During this period, she developed and implemented risk management frameworks for the domestic and Asian joint venture funds management businesses. Following her executive career at Macquarie, Virginia served as a non-executive director on a number of subsidiary boards including Macquarie Investment Management Limited until 2012.

Virginia is currently a director of Perpetual Superannuation Limited and Perpetual Equity Investment Company Limited, and is a member of the Clean Energy Regulator and the Deputy Chair of the Biodiversity Conservation Trust of NSW. She is also a member of Pinnacle Fund Services Limited ’ s compliance committee.

Recommendation

The directors (other than the relevant director in relation to their re-election) recommend that shareholders vote in favour of Resolution 2.

Resolution 3: Re-election of Mark Forstmann as a Director

As noted above, Rule 6.7 of the Constitution requires one third of the Retiring Directors to retire from office at every AGM. Accordingly, a second director other than Virginia Malley must retire at this year’s AGM.

The Board of directors has agreed for Mark Forstmann to retire from office and to offer himself for reelection.

A summary of Mark Forstmann ’s qualifications and experience is detailed below.

Mark Forstmann

Mark has more than 27 years of experience in investment markets including equities, currencies and fixed interest. His career spans investment markets and film and television production. He holds a B.Sc. from Sydney University, a Graduate Diploma from AFTRS, and has studied B.A.Communications at University of Technology.

Mark worked at BankAmerica in Sydney from 1985 to 1987. From 1987 he worked at Banque Indosuez Sydney, where he specialised in fixed interest and derivative products. In 1993 and 1994 he moved to Banque Indosuez Paris, where he managed European fixed interest portfolios. From 2000 to 2016, he was a director at Hunter Hall International, where he also served on the

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investment and audit committees. From 2001 to 2005, he managed foreign currency exposures for the Hunter Hall trusts.

He also served on the Board of the Nature Conservation Trust of NSW between December 2009 and May 2015.

Mark was a portfolio manager at Future Super Group from March 2016 to September 2018, where he specialised in small cap Australian equities and unlisted assets in the renewable energy and property sectors. He has recently joined Nexus Initiative, an impact fund manager and originator of community assets.

Recommendation

The directors (other than the relevant director in relation to their re-election) recommend that shareholders vote in favour of Resolution 3.

Definitions

Annual Report means the Directors ’ Report, the Financial Report and Auditor’s Report for the year ended 30 September 2018.

Auditor’s Report means the auditor’s report on the Financial Report.

AGM means the annual general meeting convened by this notice of meeting including the accompanying explanatory memorandum and proxy form.

Board means the current board of directors of the Company.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors ’ Report means the annual directors ’ report prepared under Chapter 2M of the Corporations Act.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Remuneration Report means the Remuneration Report set out in the Directors ’ Report section of the Company’ s annual Financial Report for the year ended 30 September 2018.

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Lodge your vote:

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Online:

www.investorvote.com.au

ACN 617 345 123

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

MEC MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online

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• Go to www.investorvote.com.au or scan the QR Code with your mobile device. • Follow the instructions on the secure website to vote. • The Annual Report will be available online shortly.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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• For your vote to be effective it must be received by 11.00am (AEDT) on Tuesday, 20 November 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

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Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Morphic Ethical Equities Fund Limited hereby appoint the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Morphic Ethical Equities Fund Limited to be held at The ISC Room, Level 4, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney NSW 2000 on Thursday, 22 November 2018 at 11.00am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

		For		Aga		Abst
1	Remuneration Report
2	Re-election of Virginia Malley as a Director
3	Re-election of Mark Forstmann as a Director

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Signature of Securityholder(s) This section must be completed.

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