WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of members of WAM Capital Limited (the Company) will be held in the Lyceum Theatre, Wesley Centre, 220 Pitt Street, Sydney on 19 November 2008 at 2.00pm.

Business

To receive and consider the financial report, the directors’ report and the auditors’ report for the Company for the year ended 30 June 2008.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Geoffrey Wilson retired by rotation and having offered himself for re-election in accordance with Listing Rule 14.4 be re-elected as director of the Company.”

Mr Christopher Cuffe was appointed as a director by the other directors on 1 November 2007. In accordance with the Corporations Act 2001, Mr Cuffe must be confirmed as a director by resolution at the AGM.
Mr John Abernethy was appointed as a director by the other directors on 6 November 2007. In accordance with the Corporations Act 2001, Mr Abernethy must be confirmed as a director by resolution at the AGM.
Mr Ronald Walker was appointed as a director by the other directors on 13 March 2008. In accordance with the Corporations Act 2001, Mr Walker must be confirmed as a director by resolution at the AGM.
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report be adopted.”

The Remuneration Report is set out on pages 10 to 11 of the 2008 Annual Report. Please note that the vote on this resolution is advisory only and does not bind the Company or its directors.

The current maximum total remuneration of the Directors of the Company has been set at $80,000 per annum.

For the purposes of ASX Listing Rule 10.17, shareholder approval is sought to increase the maximum aggregate amount which can be paid as fees to the Directors by $30,000 from $80,000 to $110,000 per annum.

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

“That the maximum total remuneration of Directors be increased from $80,000pa to $110,000pa.”

Voting on the Ordinary Resolution

In accordance with ASX Listing Rule 14.11.1, WAM Active Limited (WAA) will disregard any votes on Ordinary Resolution 6 by the Directors and their associates. However, WAA need not disregard a vote if:

(a) It is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
(b) It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

A member entitled to attend and vote at this meeting is entitled to appoint not more than 2 proxies to attend and vote in his/her stead.

A proxy need not be a member of the Company.

If the member appoints 2 proxies the member may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the votes. If the specified proportion or number of votes exceed that which the member is entitled to, each proxy may exercise half of the member’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

Proxies must be:

(a) lodged at the Company’s share registrar, Registries Limited; or (b) received at the fax number specified below;

not later than 48 hours before the meeting ie 2.00pm (Sydney time) on Monday 17 November 2008.

Hand deliveries: Registries Limited Level 7 207 Kent Street Sydney NSW 2000 Postal Address: Registries Limited GPO Box 3993 Sydney NSW 2001 Fax number: (02) 9279 0664

A form of proxy is provided with this notice.

Entitlement to vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes 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 7pm on Monday 17 November 2008. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

By order of the Board

Natasha Cuffe Company Secretary

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WAM Active Limited ABN 49 126 420 719

PROXY FORM

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All correspondence to: Registries Limited GPO Box 3993 Sydney NSW 2001 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registries.com.au [email protected]

Annual General Meeting 19 November 2008

Name Address 1 Name Address 2 Name Address 3 Name Address 4 Name Address 5 Name Address 6

Appointment of Proxy

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If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions on the reverse of the page.

I/We being a shareholder/shareholders of the Company pursuant to my/our right to appoint not more than two proxies, appoint

�

The Chairman of the Write here the name of the person you are Meeting OR appointing if this person is someone other than (mark with an “X”) the Chairman of the Meeting. Write here the name of the other person you are or failing him/her appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held in the Lyceum Theatre, Wesley Centre, 220 Pitt Street, Sydney NSW 2000 on 19 November 2008 at 2.00pm and at any adjournment of that meeting.

This proxy is to be used in respect of

% of the ordinary shares I/we hold.

IMPORTANT: FOR RESOLUTION 6 BELOW

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chair of the meeting for those resolutions � other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chair intends to vote 100% of all open proxies in favour of the resolution.

Voting directions to your proxy – please mark ⌧ to indicate your directions

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

RESOLUTION	For Against Abstain	RESOLUTION	For Against Abstain
1 .Re-election of Mr Geoffrey Wilson as a director of the Company	� � �	4.To confirm Mr Ronald Walker as a director of the Company	� � �
2.To confirm Mr Christopher Cuffe as a director of the Company	� � �	5.To adopt the remuneration report	� � �
3.To confirm Mr John Abernethy as a director of the Company	� � �	6.To increase the maximum total remuneration of Directors to $110,000pa	� � �

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated this	Joint Shareholder 2 Director day of	Joint Shareholder 2 Director day of	Joint Shareholder 3

	day of		Director / Company Secretary 2008

Contact Name

Contact Business Telephone / Mobile

Annual General Meeting WAM Active Limited Proxy Form ABN 49 126 420 719

INSTRUCTIONS FOR COMPLETING PROXY FORM

Your pre-printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, make the correction on the form, sign it and return it to us. Security holders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
A shareholder of the Company entitled to attend and vote is entitled to 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 the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
A proxy need not be a shareholder of the Company.
If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.
If a representative as Power of Attorney of a shareholder is to attend the Meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.
Signing Instructions

You must sign this form as follows in the spaces provided:

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

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

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 indicate the office held by signing in the appropriate place.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 2.00 pm on 17 November 2008 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries: OR Postal address: Registries Limited Registries Limited Level 7, 207 Kent Street GPO Box 3993 Sydney NSW 2000 Sydney NSW 2001 Fax number: (02) 9279 0664

AI assistant

WAM ACTIVE LIMITED AGM Information 2008

66032_rns_2008-10-20_a7ab202b-1cf0-4240-b3f2-e84a74409243.pdf