WAM ACTIVE LIMITED — AGM Information 2010

Oct 14, 2010

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WAM Active Limited ABN 49 126 420 719

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 registries@registries.com.au

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

Dear Shareholder,

Please find enclosed:

• Annual Report

Please be advised that if you have elected not to receive the Annual Report it can be accessed via our website wilsonassetmanagement.com.au

• Notice of Annual General Meeting

• Annual General Meeting Proxy Form

• Presentation Invitation

We would like to encourage investors to please visit our website at wilsonassetmanagement.com.au . There, you will be able to subscribe to receive our monthly investment updates and net tangible asset backing announcements, listen to regular audio casts, and access half yearly and annual reports and other pertinent information. We are looking to continually improve our communication with our shareholders and encourage your feedback through the “Contact Us” section of the website.

Thank you for your ongoing support.

Yours sincerely,

Geoffrey Wilson Chairman

Level 11, 139 Macquarie Street, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | ABN 49 126 420 719 Phone 02 9247 6755 | Fax 02 9247 6855 | info@wami.com.au | www.wilsonassetmanagement.com.au

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: 17 November 2010

Time: 2.45pm (AEDT)

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 2010.

1. Re-election of Director – Ronald Walker

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

“That Ronald Walker, 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 – John Abernethy

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

“That John Abernethy 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. Adoption of 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.

4. Adoption of New Constitution

To consider, and if thought fit, to pass the following resolution as a special resolution :

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“That the Company’s Constitution be repealed and a new Constitution be adopted, in the form of the document tabled at the Annual General Meeting and signed by the Chair of the Meeting for the purposes of identification.”

Other Information

An Explanatory Memorandum accompanies and forms part of this Notice of Annual General Meeting.

All members should read the Explanatory Memorandum carefully and in its entirety. Members who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

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 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. 2.45pm (AEDT) on 15 November 2010.

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) 9290 9655

A form of proxy is provided with this Notice.

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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 7.00pm (AEDT) on 15 November 2010. 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 2010

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WAM Active Limited (ACN 126 420 719) Explanatory Memorandum

This Explanatory Memorandum relates to the Annual General Meeting of the Company to be held at Lyceum Theatre, Wesley Conference Centre, 220 Pitt Street Sydney on 17 November 2010 at 2.45pm (AEDT).

Financial Statements and Reports of the Directors and Auditors

This item allows members the opportunity to consider the Financial Statements, Directors’ Report and Auditors’ Report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these 3 reports that together comprise the Company’s annual report before its members at its Annual General Meeting.

Resolutions 1 and 2. Re-election of Directors

Under Rule 6.4 of the Company’s Constitution one third of the Company’s Directors or the number nearest to one-third, of the Company’s longest serving Directors since the last election or re-election, and not including a Director appointed by the remaining Directors either to fill a casual vacancy or as an addition to the existing Directors, must retire unless re-elected. Each retiring Director is eligible for re-election in accordance with ASX Listing Rules and the Company’s Constitution.

Resolution 1 provides for the re-election of Ronald Walker as Director of the Company in accordance with the Company’s Constitution.

Resolution 2 provides for the re-election of John Abernethy as Director of the Company in accordance with the Company’s Constitution.

Resolution 3. Adoption of Remuneration Report

Resolution 3 provides members the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at its Annual General Meeting. The Remuneration Report is contained in the Directors’ Report. This vote is advisory only and does not bind the Directors or the Company.

Resolution 4. Adoption of a New Constitution

The Company’s Constitution was adopted when the Company was originally listed on the ASX in early 2008. Since that time, there have been a number of changes to the Corporations Act 2001 (Cth), ASX Listing Rules, technology and corporate governance practices generally. Accordingly, the Board considers that it is appropriate to update the Company’s Constitution.

A copy of the Constitution, marked-up to show the proposed amendments, is available prior to the meeting by calling Kate Thorley on 02-9247 6755 or emailing info@wami.com.au. A copy of the proposed amended Constitution will also be available for inspection at the Annual General Meeting.

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The Principal proposed amendments are summarised below.

Rule 1.2 - Definitions

The definitions provisions will be updated to reflect changes in terminology in the Corporations Act 2001 (Cth) and the ASX Listing Rules and consequential changes to some of the other amendments described below.

Rule 3.1 - Calls

The provisions that deal with calls and forfeitures for unpaid calls on partly paid shares will be simplified. It should be noted that the Company has no partly paid shares currently on issue and does not presently intend to issue any.

Rule 5.9 – Direct Voting

It is proposed that a new clause be inserted into the Constitution that permits the Company to allow shareholders to vote directly on resolutions considered at a General Meeting or Class Meeting by mailing, faxing or using other electronic means as approved by the Directors in order to lodge their votes with Company prior to that meeting.

The inclusion of a direct voting provision in the Constitution will mean that shareholders entitled to vote at a General or Class Meeting can still exercise their voting rights even where they do not attend the meeting personally or have to elect a person that attends to act as their proxy.

Direct voting will operate concurrently with, and not replace, the proxy system currently provided for in the Company’s Constitution and the Corporations Act.

If the Constitution is amended to make provision for direct voting on resolutions to be considered at future general and class meetings, the Directors will develop a procedure governing the implementation and use of direct voting.

Rule 5.10 - Proxies

As an additional provision to bring the Constitution up-to-date technologically, the proxy provisions will be amended to allow for proxies to be appointed by electronic means, if the Directors elect to utilise those facilities for a particular meeting.

Rule 6 – Directors and Officers

A change is proposed to ensure that technical disruptions experienced by Directors attending a meeting by telephone or other communication systems do not invalidate that meeting for lack of quorum.

A further change allows circulating resolutions of Directors to be received by electronic communications.

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Rule 8.1 – Dividends

Section 254T of the Corporations Act has been substantively amended. The previous requirement that dividends be paid out of profits has been replaced with three criteria based on the company’s net asset position, fairness to shareholder and prejudice to creditors. Various provisions of the constitution have been amended to remove references to profits to ensure that the board has the flexibility to declare and pay dividends in all circumstances now permitted by the Act.

This change necessitates a consequential change to Rule 2.2(b) which deals with the payment of dividends on preference shares. It should be noted that the Company has no preference shares currently on issue.

Rule 8.6 –Payment of Dividends

The rule relating to the payment of dividends has had the default payment election reversed. Shareholders are to be paid by electronic transfer by default but shareholders can still elect to receive dividend cheques.

Rule 9.1 - Notices

The proposed changes allow for shareholder communications to be made by email or downloading. Communicating with shareholders by electronic means may be introduced in subsequent years, such as for Annual Reports and Notices of Meeting. This has the opportunity to save the Company substantial amounts of money and is a greener alternative to printing these documents.

Rule 13 - Small Holdings

It is proposed that the Constitution be amended to provide the Company with a mechanism to divest a holder of unmarketable parcels of shares. Holders of small parcels of shares will be able to elect to continue to retain their shares under the procedure.

As mentioned above, a copy of the Constitution, marked-up to show the proposed amendments, is available prior to the meeting by calling Kate Thorley on 02-9247 6755 or emailing info@wami.com.au.

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 2.45PM 15[th] NOVEMBER 2010

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 2.45pm on Wednesday, 17 November 2010 . 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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Name and Address

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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

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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 17th of November 2010 at 2.45pm AEDT 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

STEP 2 - Voting	directions to your Proxy – please mark�to indicate you	r directions	r directions
Ordinary Business		For		Against Abstain*
Item 1	Re-election of Director – Ronald Walker
Item 2	Re-election of Director – John Abernethy
Item 3	Adoption of Remuneration Report (non-binding resolution)
Item 4	Adoption of New Constitution

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.

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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 / /2010
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