MORPHIC ETHICAL EQUITIES FUND LIMITED — Major Shareholding Notification 2017

May 4, 2017

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme MORPHIC ETHICAL EQUITIES FUND LIMITED (MEC) ACN/ARSN ACN 617 345 123 1. Details of substantial holder(1) Name WESTPAC BANKING CORPORATION (WBC) and its associated entities listed in Annexure ‘B ’ ACN/ARSN (if applicable) ACN 007 457 141 The holder became a substantial holder on 03/05/2017

2. Details of 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 (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
OrdinaryShares	4,592,325	4,592,325
Total	4,592,325	4,592,325	10.33%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest(7)	Number of securities	Class of securities
BT Funds Management Limited	BT Funds Management Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	43,700	Ordinary
Westpac RE Limited	Westpac RE Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	3,170	Ordinary

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Westpac Financial Services Group Limited	Westpac Financial Services Group Limited Registered Holder of Securities. ABN: 50 000 326 312	4,545,455	Ordinary

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Persons entitled to be registered as holder(8)	Class and number of securities
Westpac RE Limited	HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	3,170 Ordinary
BT Funds Management Limited	BT Portfolio Services Limited	See Annexure 'A'	43,700 Ordinary
Westpac Financial Services Group Limited	HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	4,545,455 Ordinary

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration(9)	Consideration(9)	Class and number of securities
		Cash	Non-cash
WBC & associates	See Annexure ‘A’	See Annexure ’A’		See Annexure ’A’

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
7. Addresses The addresses of persons named in this form are as follows:
Name	Address
Westpac Banking Corporation (WBC)	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Westpac Financial Services Group Limited (WFSGL)	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Westpac RE Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
MORPHIC ETHICAL EQUITIES FUND LIMITED (MEC)	The Company Secretary MORPHIC ETHICAL EQUITIES FUND LIMITED (MEC) Level 3, 139 Macquarie Street Sydney NSW 2000 Tel No: 02 9194 6707

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Signature Print name Tim Hartin Capacity Company Secretary Sign here Date 05/05/2017

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DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related
corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the
relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically
named group if the membership of each group, with the names and addresses of members, is clearly set out in paragraph 7
of the form.
(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the
person or an associate has a relevant interest in.
(6) The person’s votes divided by the total votes in the body corporate scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4)
applies, a copy of any document setting out the terms of any relevant agreement, and with a statement by the person
giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a
written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting
powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to
which the qualification applies).
See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an
option) write “unknown”.
(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant
interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if
the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf
of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from
whom the relevant interest was acquired.
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ANNEXURE A

This is annexure ‘A’ referred to in Form 603, Notice of initial substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities.

Tim Hartin – Company Secretary, Westpac Banking Corporation – 05/05/2017

Sales & Purchases for the period : 3/01/2017 to 3/05/2017 SECURITY: MEC

BT Funds Management Limited	BT Funds Management Limited
Date	Registered Company	Quantity	Consideration	Class of Securities
27/04/2017	BT Portfolio Services Limited	3,000	3,300.00	Ordinary
27/04/2017	BT Portfolio Services Limited	13,000	14,300.00	Ordinary
27/04/2017	BT Portfolio Services Limited	5,000	5,500.00	Ordinary
27/04/2017	BT Portfolio Services Limited	13,600	14,960.00	Ordinary
27/04/2017	BT Portfolio Services Limited	9,100	10,010.00	Ordinary
	Total	43,700	48,070.00	Ordinary
	BT Funds Management Limited Total :	43,700	48,070.00
Westpac RE Limited
Date	Registered Company	Quantity	Consideration	Class of Securities
28/04/2017	HSBC Custody Nominees (Australia) Limited.	2,000	2,200.00	Ordinary
3/05/2017	HSBC Custody Nominees (Australia) Limited.	1,170	1,263.60	Ordinary
	Total	3,170	3,463.60	Ordinary
	Westpac RE Limited Total :	3,170	3,463.60
Westpac Financial Services Group Limited
Date	Registered Company	Quantity	Consideration	Class of Securities
26/04/2017	HSBC Custody Nominees (Australia) Limited.	4,454,455	5,000,000.50	Ordinary
	Total	4,454,455	5,000,000.50	Ordinary
	Westpac Financial Services Group Limited	4,454,455	5,000,000.50

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ANNEXURE B

This is the annexure ‘B’ (being 3 pages) referred to in Form 603, Notice of initial substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities

Tim Hartin – Company Secretary, Westpac Banking Corporation – 05/05/2017

Westpac Banking Corporation	Australia	Series 2011-3 WST Trust	Australia
1925 (Commercial) Pty Limited	Australia	Series 2012-1 WST Trust	Australia
1925 (Industrial) Pty Limited	Australia	Series 2013-1 WST Trust	Australia
1925 Advances Pty Limited	Australia	Series 2013-2 WST Trust	Australia
A.G.C. (Pacific) Limited	Papua New Guinea	Series 2014-1 WST Trust	Australia
Advance Asset Management Limited	Australia	Series 2014-2 WST Trust	Australia
Altitude Administration Pty Limited	Australia	Series 2015-1 WST Trust	Australia
Altitude Rewards Pty Limited	Australia	SIE-Lease (Australia) Pty Limited	Australia
Aotearoa Financial Services Limited	New Zealand	SIE-Lease (New Zealand) Pty Limited	New Zealand
Ascalon Capital Managers (Asia) Limited	Hong Kong	Sixty Martin Place (Holdings) Pty Limited	Australia
Ascalon Capital Managers Limited	Australia	St.George Business Finance Pty Limited	Australia
Ascalon Funds Seed Pool Trust	Australia	St.George Custodial Pty Limited	Australia
Asgard Capital Management Limited	Australia	St.George Equity Finance Limited	Australia
Asgard Wealth Solutions Limited	Australia	St.George Finance Holdings Limited	Australia
Australian Loan Processing Security Company Pty
Ltd	Australia	St.George Finance Limited	Australia
Australian Loan Processing Security Trust	Australia	St.George Life Limited	Australia
Belliston Pty Limited	Australia	St.George Motor Finance Limited	Australia
Bill Acceptance Corporation Pty Limited	Australia	St.George Security Holdings Pty Limited	Australia
BT (Queensland) Pty Limited	Australia	Sydney Capital Corp Inc.	USA
BT Australia Pty Limited	Australia	The Home Mortgage Company Limited	New Zealand
BT Financial Group (NZ) Limited	New Zealand	The Mortgage Company Pty Limited	Australia
BT Financial Group Pty Limited	Australia	Value Nominees Pty Limited	Australia
BT Funds Management (NZ) Limited	New Zealand	W2 Investments Pty Limited	Australia
BT Funds Management Limited	Australia	Waratah Receivables Corp Pty Limited	Australia
BT Funds Management No.2 Limited	Australia	Waratah Securities Australia Limited	Australia
BT Long Term Income Fund	Australia	Westpac (NZ) Investments Limited	New Zealand
BT Portfolio Services Limited	Australia	Westpac Administration Pty Limited	Australia
BT Private Nominees Pty Limited	Australia	Westpac Administration 2 Limited	Australia
BT Securities Limited	Australia	Westpac Administration 3 Limited	Australia
BT Short Term Income Fund	Australia	Westpac Administration 4 Limited	Australia
Capital Corporate Finance Limited	Australia	Westpac Altitude Rewards Trust	Australia
Capital Finance (NZ) Limited	Australia	Westpac Americas Inc.	USA
Capital Finance Australia Limited	Australia	Westpac Asian Lending Pty Limited	Australia
			Papua New
Capital Finance New Zealand Limited	Australia	Westpac Bank-PNG-Limited	Guinea
Capital Fleetlease Limited	Australia	Westpac Capital Holdings Inc.	USA
Capital Motor Finance Limited	Australia	Westpac Capital Markets Holding Corp.	USA
Capital Rent Group Limited	New Zealand	Westpac Capital Markets LLC	USA
CBA Limited	Australia	Westpac Capital-NZ-Limited	New Zealand
Challenge Limited	Australia	Westpac Cash PIE Fund	Australia
Core Infrastructure Income Feeder 1 LP 2016	Partnership(Scotland)	Westpac Cook Cove Trust I	Australia
Core Infrastructure Income Feeder 2 LP 2016	Partnership(Scotland)	Westpac Cook Cove Trust II	Australia

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Core Infrastructure Income Master LP 2016	Partnership(England)	Westpac Covered Bond Trust	Australia
Core Infrastructure Income Holdings Limited 2016	Partnership(England)	Westpac Custodian Nominees Pty Limited	Australia
Crusade ABS Series 2012 - 1 Trust	Australia	Westpac Databank Pty Limited	Australia
Crusade ABS Series 2013 - 1 Trust	Australia	Westpac Debt Securities Pty Limited	Australia
Crusade ABS Series 2015 - 1 Trust	Australia	Westpac Delta LLC	USA
Crusade ABS Series 2016 - 1 Trust	Australia	Westpac Direct Equity Investments Pty Limited	Australia
Crusade ABS Series 2017 - 1 Trust	Australia	Westpac Equipment Finance Limited	Australia
Crusade CP Management Pty Limited	Australia	Westpac Equity Holdings Pty Limited	Australia
Crusade CP No.1 Pty Limited	Australia	Westpac Equity Investments NZ Limited	New Zealand
Crusade Euro Trust 1E of 2007	Australia	Westpac Equity Pty Limited	Australia
Crusade Global Trust 1 of 2007	Australia	Westpac Europe Limited	UK
Crusade Management Limited	Australia	Westpac Finance (HK) Limited	Hong Kong
Crusade 2P Trust of 2008	Australia	Westpac Financial Consultants Limited	Australia
Danaby Pty Limited	Australia	Westpac Financial Holdings Pty Limited	Australia
eQR Securities Pty. Limited	Australia	Westpac Financial Services Group Limited	Australia
Europe Infrastructure Debt LP	UK	Westpac Financial Services Group-NZ-Limited	New Zealand
General Credits Pty Limited	Australia	Westpac Financial Services Limited	Australia
Halcyon Securities Pty Limited	Australia	Westpac Funding Holdings Pty Limited	Australia
Hastings Advisers LLC	USA	Westpac Funds Financing Holdco Pty Limited	Australia
Hastings Forestry Investments Limited	New Zealand	Westpac Funds Financing Pty Limited	Australia
Hastings Forests Australia Pty Limited	Australia	Westpac General Insurance Limited	Australia
Hastings Funds Management (UK) Limited	Singapore	Westpac General Insurance Services Limited	Australia
Hastings Funds Management (USA) Inc.	UK	Westpac Global Capital Markets Pty Limited	Australia
Hastings Funds Management Asia Pty. Limited	USA	Westpac Group Investment-NZ-Limited	New Zealand
Hastings Funds Management Limited	Australia	Westpac Holdings-NZ-Limited	New Zealand
Hastings Infrastructure 1 Limited	UK	Westpac Investment Capital Corporation	USA
Hastings Infrastructure 2 Limited	UK	Westpac Investment Vehicle No.2 Pty Limited	Australia
Hastings Infrastructure 3 Limited	UK	Westpac Investment Vehicle No.3 Pty Limited	Australia
Hastings Infrastructure 4 Limited	UK	Westpac Investment Vehicle Pty Limited	Australia
Hastings Investment Capital LP	USA	Westpac Leasing Nominees-Vic.-Pty Limited	Australia
Hastings Investment Management Pty Ltd	UK	Westpac Lenders Mortgage Insurance Limited	Australia
Hastings Investments GP LLC	Australia	Westpac Life Insurance Services Limited	Australia
Hastings Korea Company Limited	Korea	Westpac Life-NZ-Limited	New Zealand
Hastings Management Pty Limited	Australia	Westpac New Zealand Group Limited	New Zealand
Hastings Private Equity Fund IIA Pty Limited	Australia	Westpac New Zealand Limited	New Zealand
		Westpac New Zealand Staff Superannuation Scheme
Hitton Pty Limited	Australia	Trustee Limited	New Zealand
Infrastructure GP LLP	UK	Westpac Nominees-NZ-Limited	New Zealand
Infrastructure GP 2 LLP	UK	Westpac Notice Saver PIE Fund	Australia
Infrastructure Research and Advisory Services
Private Limited	India	Westpac NZ Covered Bond Holdings Limited	New Zealand
Magnitude Group Pty Limited	Australia	Westpac NZ Covered Bond Limited	New Zealand
Mortgage Management Pty Limited	Australia	Westpac NZ Operations Limited	New Zealand
Neo Investment GP Limited	UK	Westpac NZ Securitisation Holdings Limited	New Zealand
Net Nominees Limited	Australia	Westpac NZ Securitisation Limited	New Zealand
Number 120 Limited	New Zealand	Westpac NZ Securitisation No. 2 Limited	New Zealand
Oniston Pty Limited	Australia	Westpac Overseas Holdings No. 2 Pty Limited	Australia
Partnership Pacific Pty Limited	Australia	Westpac Overseas Holdings Pty Limited	Australia

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Partnership Pacific Securities Pty Limited	Australia	Westpac Properties Limited	Australia
Pashley Investments Pty Limited	Australia	Westpac RE Limited	Australia
Planwise AU Pty Limited	Australia	Westpac Securities Administration Limited	Australia
Qvalent Pty Limited	Australia	Westpac Securities Limited	Australia
RAMS Financial Group Pty Limited	Australia	Westpac Securities NZ Limited	New Zealand
Reinventure Fund ILP	Australia	Westpac Securitisation Holdings Pty Limited	Australia
Reinventure Fund II ILP	Australia	Westpac Securitisation Management Pty Limited	Australia
RMS Warehouse Trust 2007-1	Australia	Westpac Singapore Limited	Singapore
Sallmoor Pty Limited	Australia	Westpac Structured Products Limited	Australia
Securitor Financial Group Limited	Australia	Westpac Superannuation Nominees-NZ-Limited	New Zealand
Series 2009-1 WST Trust	Australia	Westpac Syndications Management Pty Limited	Australia
Series 2011-1 WST Trust	Australia	Westpac Term PIE Fund	New Zealand
Series 2011-2 WST Trust	Australia	Westpac TPS Trust	Australia
Seed Pool Trust No. 2	Australia	Westpac Unit Trust	Australia
Series 2008-1M WST Trust	Australia	Westpac USA Inc.	USA

Note: Westpac retains 29.3% ownership of BT Investment Management Limited who lodges separate notices under ASX code ‘BTT’

BT Investment Management Limited (29.3%) Australia BT Investment Management (Institutional) Limited (Subsidiary of BT Investment Management Limited) Australia BT Investment Management (Fund Services) Limited (Subsidiary of BT Investment Management Limited) Australia JO Hambro Capital Management Limited (Subsidiary of BT Investment Management Limited) UK

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