WAM ACTIVE LIMITED — AGM Information 2009

Oct 11, 2009

WAM Active Limited (ACN 126 420 719) Notice of Annual General Meeting

Notice is given that the Annual General Meeting of members of WAM Active Limited (the Company) will be held as follows:

Date: 18 November 2009

Time: 11.15am

Venue: Lyceum Theatre, Wesley Conference Centre, 220 Pitt Street Sydney

Business

Financial Statements and Reports

To receive and consider the Financial Statements of the Company and the Reports of the Directors and Auditor for the financial year ended 30 June 2009.

1. Re-election of Director – Matthew Kidman

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

“That Matthew Kidman, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

2. Re-election of Director – Christopher Cuffe

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

“That Christopher Cuffe who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

3. Remuneration Report

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

“In accordance with Section 250R of the Corporations Act, the Company adopts the Remuneration Report as set out in the Directors’ Report.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

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.

2

Proxies must be:

• (a) lodged by posting them or delivering them by hand to the address specified below; or

(b) received at the fax number specified below,

not later than 48 hours before the Meeting ie. 11.15am (Sydney time) on 16 November 2009.

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 7.00 pm on 16 November 2009. 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

Katherine Thorley Company Secretary 12 October 2009

WAM Active Limited ACN 126 420 719

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Name and Address

Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11.15AM 16[th] NOVEMBER 2009

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 11.15am on Wednesday, 18 November 2009 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

• BY MAIL - Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

• BY FAX - + 61 2 9290 9655

• IN PERSON - Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

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## **STEP 1 - Appointment of Proxy** I/We being a member/s of **WAM Active Limited** and entitled to attend and vote hereby appoint **==> picture [284 x 39] intentionally omitted <==** **----- Start of picture text -----**
the Chairman of
the Meeting (mark with an OR
‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy. 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 at the **Annual General Meeting of WAM Active Limited to be held at Lyceum Theatre, Wesley Conference Centre, 220 Pitt Street, Sydney NSW 2000 on Wednesday the 18th of November 2009 at 11.15am** and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. ## **STEP 2 - Voting directions to your Proxy – please mark** � **to indicate your directions** |**Ordinary Business**||**For**|**Against**
**Abstain***|**Against**
**Abstain***|**Against**
**Abstain***|**Against**
**Abstain***|**Against**
**Abstain***| |---|---|---|---|---|---|---|---| |Item 1|Re-election of Director – Matthew Kidman||||||| ||||||||| |Item 2|Re-election of Director – Christopher Cuffe||||||| ||||||||| |Item 3|Remuneration Report||||||| The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business. *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. **==> picture [487 x 101] intentionally omitted <==** **----- Start of picture text -----**
STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / /2009
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