MORPHIC ETHICAL EQUITIES FUND LIMITED — Proxy Solicitation & Information Statement 2024

Apr 14, 2024

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15 April 2024

Dear Shareholder

Morphic Ethical Equities Fund Limited (ASX: MEC) – Notice of Extraordinary General Meeting

On behalf of the board, it is our pleasure to invite you to Company’s Extraordinary General Meeting ( EGM ) which will be held on Friday, 17 May 2024 at 11.00am (Sydney time) at 1 Sussex Street, Level 1, Room 2C, Sydney NSW 2000.

The Notice of Extraordinary General Meeting follows this announcement and is available at the following website dedicated to the Company: https://ellerstoncapital.com/funds/morphic-ethical-equities-fund/.

We recommend that you read the Notice of Extraordinary General Meeting carefully. We encourage Shareholders to vote in advance of the EGM by completing and lodging their proxy forms with our share registry, Computershare.

We also recommend that you send any questions in advance of the EGM to our Investor Relations team at info@ellerstoncapital.com.

For any further enquiries please contact Computershare on 1300 855 080 or our Investor Relations team on 02 9021 7701.

We look forward to welcoming you at the EGM.

Yours faithfully

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Jack Lowenstein Chairman

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Notice of Extraordinary General Meeting

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

Date: 17 May 2024 Time: 11:00am (Sydney time) Address : 1 Sussex Street, Level 1, Room 2C, Sydney, NSW 2000

Business of the Meeting

Resolution 1 – Approval to increase on-market buy back capacity

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

“That for the purposes of section 257C of the Corporations Act and for all other purposes, approval is given to the Company to buy back up to 8,145,379 Shares on the terms described in the Explanatory Memorandum which accompanied the Notice of Extraordinary General Meeting.”

Refer to the Explanatory Memorandum for further information on the resolutions.

By the Order of the Board

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Mark Licciardo Company Secretary 15 April 2024

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Voting and Online Participation Information

Notes

Shareholders should read the Explanatory Memorandum accompanying, and forming part of, this Notice of Extraordinary General 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.

How to Vote

Voting in person

Shareholders can vote by attending the Meeting at the physical address provided above.

Voting in Advance

Shareholders can vote in advance of the Meeting by completing and lodging a valid proxy form with Computershare through one of the following means:

ONLINE:	www.investorvote.com.au
BY MAIL:	Computershare Investor Services Pty Limited, GPO Box 242,Melbourne VIC 3001,Australia
BY FAX:	(within Australia)1800 783 447(overseas)+61 3 9473 2555

Questions at the Meeting

Please note, only Shareholders, their proxies, attorneys or Representatives may ask questions or make comments during the Meeting once they have been verified and they will be given a reasonable opportunity to do so. It may not be possible to respond to all questions.

A Shareholder who is entitled to vote at the Meeting may also submit a written question to the Company in advance of the Meeting.

We ask that all pre-Meeting questions be received by the Company no later than five (5) business days before the date of the Meeting, being 10 May 2024. Any questions should be directed to info@ellerstoncapital.com.

Proxies

If you are unable to attend and vote at the Meeting and wish to appoint a person to attend as your proxy, please complete the enclosed proxy form. 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.

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;

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• a poll is being called on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the Meeting; or

• 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 duly authorised copy of that authority must be received by the Company’s share register, Computershare Investor Services Pty Ltd no later than 48 hours before the Meeting, i.e. 11.00am (Sydney time), 15 May 2024.

Please note that the Company’s share registry’s offices are closed outside of regular business hours.

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 on (Sydney time) on 15 May 2024.

Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

MEC May 2024 EGM Notice _Final

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Explanatory Memorandum

1 Introduction

This Explanatory Memorandum has been included to provide information about the items of business to be considered at the Company’s extraordinary general meeting ( Meeting ) to be held on 17 May 2024 (Sydney time).

2 Resolution 1: Approval to increase on-market buy back capacity

2.1 Overview

Resolution 1 seeks Shareholder approval for the Company to undertake an on-market buy back of up to 8,145,379 Shares, representing 20% of the Shares on issue as at 9 April 2024 ( FY24-25 On-Market Buy Back ).

The Company commenced its current on-market buy back program on 3 May 2023, pursuant to which the Company bought an initial 5,045,516 Shares, up to the date of its 2023 Annual General Meeting (AGM) on 18 October 2023. At the AGM the Company obtained Shareholder approval, to extend the on-market buy back for 10,174,837 Shares (being 20% of the total number of issued Shares as at 15 September 2023), within the 12-month period following the date of the AGM.

As of 9 April 2024, the Company has bought 8,332,962 Shares, representing approximately 82% of the maximum number of Shares that the Company is able to buy back with Shareholder approval obtained on 18 October 2023.

Considering the success of the on-market buy back, the Company wants to retain the flexibility to be able to continue the current on-market buy back program. Resolution 1 seeks Shareholder approval to allow the Company to extend the current program and buy back up to 8,145,379 Shares within the 12month period following the date of the Meeting.

If Shareholder approval of Resolution 1 is obtained, it is not guaranteed that the Company will buy back the maximum number of Shares, or any Shares at all, under the FY24-25 On-Market Buy Back.

2.2 Shareholder Approval

Under the Corporations Act, a company can buy back its own shares on-market if the buy back does not materially prejudice its ability to pay its creditors and if it follows the procedures set out in the Corporations Act.

Shareholder approval is required when a company is proposing to buy back on-market a number of shares that is greater than 10% of the minimum number of shares on issue at any time during the last 12 months.

As noted above, the Company wants to retain the flexibility to be able to continue buying back Shares on-market (under the FY24-25 On-Market Buy Back) once the current on market buy back program as approved on 18 October 2023 reaches its limit.

Approval is sought to provide this flexibility, allowing the Company to buy back up to 8,145,379 Shares under the FY24-25 On-Market Buy Back in the 12-month period following the date of the Meeting.

2.3 Conditions

The FY24-25 On-Market Buy Back is subject to the following conditions:

• Shareholders approving Resolution 1 by way of an ordinary resolution passed at a general meeting;

• transactions in Shares have been recorded on ASX on at least 5 trading days in the 3 months preceding each date the Company buys back Shares, as required by Listing Rule 7.29; and

MEC May 2024 EGM Notice _Final

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• the Board determines that continuing to buy back Shares is an efficient used of capital and in the best interests of Shareholders, having regard to the prevailing Share price, market conditions and other demands on the Company’s cash reserves.

2.4 Terms

If the above conditions are satisfied, the terms of the FY24-25 On-Market Buy Back will be as follows:

• all Shareholders will be entitled to participate and can offer to sell their Shares on-market for the Company to buy back;

• the maximum number of Shares permitted to be bought back will be 8,145,379 Shares (being 20% of the total number of issued Shares as at 9 April 2024). Approving Resolution 1, does not guarantee that the Company will buy back the maximum number of Shares permitted, or even undertake the FY24-25 On-Market Buy Back;

• the price for Shares brought back will be the prevailing market price on the ASX at the time of each purchase and will not be more than 5% above the five-day volume weighted average market price of Shares;

• the usual rules for settlement of on-market transactions will apply; and

• in accordance with section 257H(2) of the Corporations Act, all Shares which are bought back will be cancelled.

2.5 Director Participation

As noted above, all Shareholders, including related parties, will be eligible to participate in the FY24-25 On-Market Buy Back.

Although the directors are allowed to, at the date of this Notice of Meeting, no Director intends to participate in the FY24-25 On-Market Buy Back.

2.6 Financial effect of the FY24-25 On-Market Buy Back

The Company intends to utilise its cash reserves (including from any future profits) to pay for the Shares it buys back (if any).

The financial effect of the FY24-25 On-Market Buy Back would be to:

• reduce the Company’s cash reserves. It is not possible to provide an accurate estimate of the reduction at this time, it will depend on the total number of Shares bought, and the prices paid, by the Company; and

• cause an increase in the underlying value of the Company’s net assets per Share (as a result of the cancellation of the Shares which are bought back under the FY24-25 On-Market Buy Back).

Shares will not be bought back under the FY24-25 On-Market Buy Back if it would materially prejudice the Company’s ability to pay its creditors.

2.7 Advantages of the FY24-25 On-Market Buy Back

The key advantages of the FY24-25 On-Market Buy Back are as follows:

• provides the Company with the flexibility (but not the obligation) to continue the current buy back program over the next 12 months, as and when the Board determines that doing so would be an efficient use of capital and in the best interests of Shareholders;

• all Shareholders would be entitled to participate in the FY24-25 On-Market Buy Back (if implemented);

MEC May 2024 EGM Notice _Final

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• may provide (if implemented) an extended period of liquidity for Shareholders wanting to sell some or all of their Shares, where that liquidity may not have otherwise been available to those Shareholders; and

• achieves, through pricing at the prevailing market price, an equitable balance between the interests of those Shareholders who wish to exit with the interests of continuing Shareholders in terms of accretion in NTA per Share.

2.8 Disadvantages of the FY24-25 On-Market Buy Back

The key disadvantages of the FY24-25 On-Market Buy Back (if implemented) are as follows:

• reduces the cash reserves of the Company, possibly limiting future investment opportunities. However, the Company can commence or cease buying back Shares at any time, in response to changes in the Share price, market conditions or other demands on the Company’s cash reserves;

• increases operating costs (other than management fees) as a proportion of the Company’s total assets;

• would result in a reduction in the number of Shares on issue which may decrease liquidity on the ASX; and

• participating in the FY24-25 On-Market Buy Back may have financial, taxation, or other ramifications for individual Shareholders depending upon each Shareholder’s personal circumstances. The Board recommends that Shareholders obtain their own professional advice.

2.9 Directors’ Recommendation

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

The Chairman will vote all undirected proxies in favour of this resolution.

Whether individual Shareholders should participate in the FY24-25 On-Market Buy Back and sell their Shares to the Company is an entirely separate issue. These decisions should be based on individual circumstances known only to the holder and their professional advisers. No recommendation is made by the Board in this regard.

3 Definitions

In this Notice of Meeting, capitalise terms have the following meanings:

EGM or Meeting means the extraordinary general meeting convened by the Notice of Meeting.

Board means the current board of directors of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

FY24-25 On-Market Buy Back means the on-market buy back the subject of Resolution 1.

Notice of Meeting means this notice of meeting and Explanatory Memorandum in respect of the EGM. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

MEC May 2024 EGM Notice _Final

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ACN 617 345 123

Need assistance?

Phone:

1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

MEC

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

Morphic Ethical Equities Fund Limited Extraordinary General Meeting

The Morphic Ethical Equities Fund Limited Extraordinary General Meeting will be held on Friday, 17 May 2024 at 11:00am (Sydney time). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 11:00am (Sydney time) on Wednesday, 15 May 2024.

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ATTENDING THE MEETING IN PERSON

The meeting will be held at:

1 Sussex Street, Level 1, Room 2C, Sydney, NSW 2000

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

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ACN 617 345 123

Need assistance?

Phone:

1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

MEC

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (Sydney time) on Wednesday, 15 May 2024.

Proxy Form

How to Vote on the Item of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the 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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

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.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

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

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.



I 9999999999

I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Morphic Ethical Equities Fund Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the 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 Extraordinary General Meeting of Morphic Ethical Equities Fund Limited to be held at 1 Sussex Street, Level 1, Room 2C, Sydney, NSW 2000 on Friday, 17 May 2024 at 11:00am (Sydney time) and at any adjournment or postponement of that meeting.

Step 2

Item 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 Against Abstain

Resolution 1 Approval to increase on-market buy back capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of the 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.

Step 3 Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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