MORPHIC ETHICAL EQUITIES FUND LIMITED — Director's Dealing 2019

Aug 5, 2019

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A S X : M E C

6 August 2019

George Tharian Senior Adviser, Listings Compliance ASX

20 Bridge Street Sydney NSW 2000

Dear George

Appendix 3Y – Change of Directors’ Interest Notices

On 19 July 2019 the directors of Morphic Ethical Equities Fund Limited (MEC) were collectively issued 8,804 MEC shares under the Company’s Dividend Reinvestment Plan.

The Change of Directors’ Interest Notices for these issues were lodged with the ASX on 30 July 2019, instead of 26 July 2019.

The lodgements were delayed due to an oversight. MEC has arrangements in place with its directors to meet the disclosure requirements under Listing Rule 3.19A.

As a separate measure, MEC’s share registry will inform MEC of any changes to directors’ interests to enable filings to be lodged within the requisite period.

Yours sincerely

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Jack Lowenstein Director and Company Secretary

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Level 11, 179 Elizabeth Street, Sydney NSW 2000

Global Responsible Investors

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1 August 2019

Reference: ODIN04632

Mr Nadeem Ali Morphic Ethical Equities Fund Limited Level 3, 139 Macquarie Street Sydney NSW 2000

By email

Dear Mr Ali

Morphic Ethical Equities Fund Limited (‘MEC’): Appendix 3Y – Change of Director’s Interest Notice Query

ASX refers to the following:

1. The Appendices 3Y lodged by MEC on the ASX Market Announcements Platform (‘MAP’) on 30 July 2019 for each of the following directors (the ‘Appendices’):

   • 1.1 Chad Andrew Slater

   • 1.2 Jack Theseus Lowenstein

   • 1.3 Mark Benedict Forstmann

   • 1.4 JoAnna Louise Fisher; and

   • 1.5 Virginia Louise Malley

(collectively, the ‘Directors’)

1. Listing Rule 3.19A which requires an entity to tell ASX the following:

3.19A.1 ‘The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

 On the date that the entity is admitted to the official list.

 On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.’

1. Listing rule 3.19B which states that:

‘An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.’

The Appendices indicates that a change in the Directors’ notifiable interest occurred on 19 July 2019. It appears that the Appendices should have been lodged with ASX by 26 July 2019. Consequently, MEC may have breached Listing Rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the Listing Rules by listed entities for its reporting requirements.

ASX reminds MEC of its contract with ASX to comply with the Listing Rules. In the circumstances, MEC should make necessary arrangements to ensure it does not continue to breach the Listing Rules.

Request for Information

Under Listing Rule 18.7, we ask that you answer each of the following questions having regard to Listing Rules 3.19A and 3.19B and Guidance Note 22: Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities .

1. Please explain why the Appendices were lodged late.

2. What arrangements does MEC have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does MEC intend to take to ensure compliance with Listing Rule 3.19B?

When and where to send your response

Your response should be sent to me by e-mail at ListingsComplianceSydney@asx.com.au . It should not be sent to the ASX Market Announcements Office.

A response is requested as soon as possible and, in any event, no later than half an hour before the start of trading (i.e. before 9:30 am AEST) on 7 August 2019.

Under Listing Rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.

Enquiries

If you have any queries or concerns about any of the above, please contact me immediately.

Yours sincerely

George Tharian

Senior Adviser, Listings Compliance (Sydney)

2/2 ASX Customer Service Centre 131 279 | asx.com.au