WAM ACTIVE LIMITED — AGM Information 2021

Oct 21, 2021

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Notice of 2021 Annual General Meeting

Date Tuesday 23 November 2021 Time 11:00am (AEDT) Access https://web.lumiagm.com/399244373

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ABN 49 126 420 719

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WAM Active Limited wilsonassetmanagement.com.au Page 1 of 13 Notice of 2021 AGM ABN 49 126 420 719

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Notice of 2021 Annual General Meeting

Notice is given that the 2021 Annual General Meeting (AGM) of members of WAM Active Limited (the Company) will be hosted online as follows:

Date	Tuesday 23 November 2021
Time	11:00am (AEDT)
Access	https://web.lumiagm.com/399244373

Information on how to participate in the virtual meeting is outlined in the AGM Online User Guide on pages 10 to 13 of this Notice of Meeting.

Business

Financial statements and Reports

To receive and consider the financial statements, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2021.

Note : There is no requirement for shareholders to approve these reports.

Resolution 1: Adoption of Remuneration Report

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

“That in accordance with Section 250R of the Corporations Act 2001 (Cth), the Remuneration Report, as set out in the Directors’ Report, be adopted.”

Notes:

• a) the vote on this resolution is advisory only and does not bind the Directors or the Company.

• b) the Company’s key management personnel (whose remuneration details are included in the Remuneration Report) and their closely related parties must not cast a vote on the Remuneration Report unless they are appointed in writing as a proxy for a member eligible to vote on the resolution, and that proxy specifies how to vote on the resolution or the vote is cast by the Chairman as proxy for a member eligible to vote on the resolution, the proxy does not specify how to vote on the resolution and the proxy expressly authorises the Chairman to vote even if it is connected with the remuneration of a member of the key management personnel.

• c) the Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote ‘against’

or ‘abstain’ you should mark the relevant box in the attached proxy and question form.

Resolution 2: Re-election of Director – Geoff Wilson AO

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

“That Mr Geoff Wilson, who retires by rotation in accordance with Rule 6.5 of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

Information about Mr Wilson appears in the Explanatory Memorandum attached to this Notice of Meeting.

Resolution 3: Re-election of Director – Karina Kwan

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

“That Ms Karina Kwan, who retires by rotation in accordance with Rule 6.5 of the Company’s Constitution and Listing Rule 14.4 and, being eligible and offering herself for re-election, be re-elected as a Director of the Company.”

Information about Ms Kwan appears in the Explanatory Memorandum attached to this Notice of Meeting.

Resolution 4: Approval of additional 10% placement capacity

To consider and, if thought fit, pass the following resolution, with or without amendment, as a special resolution :

“That the Company have the additional capacity to issue equity securities provided for in Listing Rule 7.1A”.

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WAM Active Limited Notice of 2021 AGM

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Without limitation, Listing Rule 7.1A is relevant to this special resolution.

Information about the additional capacity to issue equity securities provided for in Listing Rule 7.1A appears in the Explanatory Memorandum attached to this Notice of Meeting.

Voting exclusion statement : The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of equity securities under this Resolution 4 (except a benefit solely by reason of being a shareholder in the Company) or any of their associates, unless the vote is cast:

• a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy and question form; or

• b) by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy and question form to vote as the proxy decides; or

• c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Note: In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no shareholders are currently excluded.

Resolution 5: Approval to refresh the Company’s 15% placement capacity

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

“That the issue of 7,020,914 ordinary shares on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting is ratified and approved under and for the purposes of ASX Listing Rule 7.4 and for all other purposes.”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of any person who participated in the issue of shares the subject of this Resolution 5 or any of their associates. However, this does not apply to a vote cast in favour of the Resolution by:

• a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution that way; or

• b) the person chairing the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or

• c) a holder solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• ii. the holder votes on the Resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

Information about the Company’s 15% placement capacity appears in the Explanatory Memorandum attached to this Notice of Meeting.

Proxies

A member entitled to attend and vote at this AGM is entitled to appoint not more than two proxies to attend and vote in his/her place. A proxy does not need to be a member of the Company.

If a member appoints two 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 member’s votes. If the specified proportion or number of votes exceeds 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 can be appointed in one of three ways:

• a) online through the share registry’s website at www.votingonline.com.au/wamactiveagm2021;

• b) by posting or delivering the proxy and question form by hand to the share registry (addresses below); or

• c) by faxing the proxy and question form to the share registry (fax number below).

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WAM Active Limited Notice of 2021 AGM

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Proxies must be appointed no later than 48 hours before the AGM, i.e. 11:00am (AEDT) on 21 November 2021.

Hand deliveries to our share registry: Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000

Postal address: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

Fax number: +61 2 9290 9655

A proxy and question form is provided with this Notice of Meeting.

Online voting procedures during the AGM

To participate in the AGM online, shareholders may do so:

• a) From their computer, by entering the URL into their browser: https://web.lumiagm.com/399244373

• b) From their mobile device by entering the URL in their browser: https://web.lumiagm.com/399244373.

To participate in the AGM online, you can log in to the meeting by entering:

1. The meeting ID, which is 399-244-373.

2. Your username, which is your Voter Access Code (located either on your proxy and question form, Notice of Meeting email or by logging onto www.investorserve.com.au).

3. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the AGM Online User Guide for their password details.

The Chairman considers voting by poll to be in the interests of shareholders as a whole particularly as the AGM is being conducted as a virtual meeting and is a way to ensure the views of as many shareholders as possible are represented and offered an opportunity to participate at the AGM.

Optional question for the Chairman or Auditor

We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the AGM. If you would like to ask a question ahead of the meeting, please log onto www.votingonline.com.au/wamactiveagm2021. Alternatively, shareholders can complete the optional question for the Chairman or Auditor on the proxy and question form and return it to Boardroom Pty Limited. Shareholders participating in the meeting online may also ask questions during the course of the AGM.

Entitlement to Vote

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 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 21 November 2021. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

By order of the Board:

Jesse Hamilton Company Secretary 15 October 2021

1. If you have been nominated as a third party proxy, please contact Boardroom on 1300 420 372.

Attending the meeting online enables shareholders to view the AGM live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. More information regarding participating in the AGM online can be found by visiting www.wilsonassetmanagement.com.au or at the end of this Notice of Meeting.

In accordance with the Company’s Constitution, the Chairman intends to demand a poll on each resolution proposed at the AGM. Voting on each resolution considered at the AGM will be conducted by a poll rather than a show of hands.

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WAM Active Limited Notice of 2021 AGM

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Explanatory Memorandum

This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by shareholders of WAM Active Limited (the Company) at the 2021 Annual General Meeting (AGM) to be hosted online commencing at 11:00am (AEDT) on Tuesday 23 November 2021 via

https://web.lumiagm.com/399244373 .

The Directors recommend that shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.

Resolution 1: Adoption of Remuneration Report

The Company’s Remuneration Report sets out the remuneration arrangements for the Directors and key management personnel of the Company. The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ended 30 June 2021.

The Corporations Act requires that at a listed company’s AGM, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The Board will take the outcome of the vote into account when considering the future remuneration arrangements of the Company.

Shareholders will be given reasonable opportunity at the AGM to ask questions about, and make comments on, the Remuneration Report.

The Directors unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 1.

Resolution 2: Re-election of Director

– Geoff Wilson AO

BSc GMQ FFINSIA FAICD

Geoff Wilson has been a Director of the Company since July 2007. Geoff has over 41 years’ direct experience in investment markets having held a variety of senior investment roles in Australia, the UK and the US. Geoff founded Wilson Asset Management in 1997. Geoff is currently Chairman of WAM Capital Limited, WAM Leaders Limited, WAM Global Limited, WAM Research Limited, WAM Microcap Limited, WAM Strategic Value and the Australian Stockbrokers Foundation. He is the founder and a Director of Future Generation Global Investment Company Limited and Future Generation Investment Company Limited and a Director of WAM

Alternative Assets Limited, Global Value Fund Limited and Hearts and Minds Investments Limited.

Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. If Resolution 2 is passed, Mr Wilson will be re-elected as a director of the Company and if Resolution 2 is not passed, Mr Wilson will cease to be a director of the Company.

The Directors (excluding Mr Wilson) strongly support the re-election of Mr Wilson and unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 2.

Resolution 3: Re-election of Director – Karina Kwan B Econ GAICD FCPA

Karina Kwan has been a Director of the Company since July 2018. Karina is highly experienced in the financial services industry with exceptional experience in management, finance, risk management, corporate governance and strategy. She has led an accomplished executive career, most recently as General Manager of Group Support Services Finance at the Commonwealth Bank of Australia and prior to that as the Chief Financial Officer of Citigroup for Australia and New Zealand. Karina serves on the Board of Advice for The University of Sydney Business School and is a Director of Kyckr Limited, Nulis Nominees (Australia) Limited and Newcastle Permanent Building Society Limited.

Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. If Resolution 3 is passed, Ms Kwan will be re-elected as a director of the Company and if Resolution 3 is not passed, Ms Kwan will cease to be a director of the Company.

The Directors (excluding Ms Kwan) strongly support the re-election of Ms Kwan and unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 3.

Resolution 4: Approval of additional 10% placement capacity

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

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WAM Active Limited wilsonassetmanagement.com.au Page 5 of 13 Notice of 2021 AGM ABN 49 126 420 719

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Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this limit by an extra 10% to 25%.

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 4 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval.

If Resolution 4 is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

the date on which the equity securities are issued.

• c) Purpose of issue: while the Company does not have any immediate plans to issue equity securities, the purposes for which equity securities may be issued pursuant to Resolution 4 may include the raising of capital for investment purposes in line with the Company’s investment policy.

• d) Risk of economic and voting dilution: shareholders should be aware there is a risk of economic and voting dilution that may result from an issue of equity securities under Listing Rule 7.1A, including the risk that:

• i. the market price for equity securities in that class may be significantly lower on the issue date than on the date of the AGM where approval is being sought; and

• ii. the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the date of issue.

Any issue of equity securities under Listing Rule 7.1A will dilute the interests of shareholders who do not receive any equity securities under the issue.

The following additional disclosure is provided as required by Listing Rule 7.3A:

• a) Date of issue: the period for which the mandate to issue equity securities under Listing Rule 7.1A is valid is the period commencing on the date of the AGM and expiring on the first to occur of the following:

• i. 12 months after the date of the AGM;

• ii. The time and date of the next AGM of the Company; and

• iii. the time and date of approval by shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

• b) Minimum price: under the Listing Rules, the minimum price at which the equity securities may be issued is 75% of the volume weighted average market price of equity securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• i. the date on which the price at which the equity securities are to be issued is agreed; or

• ii. if the equity securities are not issued within 10 trading days of the date in paragraph (i) above,

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If Resolution 4 is approved by shareholders and the Company issues the maximum number of equity securities available under the 10% placement capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the potential dilution of existing shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the market price of the Shares and the number of Shares on issue as at 6 October 2021. The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% placement capacity.

Variable ‘A’ in Listing Rule 7.1A.2 73,187,441 Current Variable A 10% Voting dilution Funds raised 109,781,162 50% increase in current Variable A 10% Voting dilution Funds raised 146,374,882 100% increase in current Variable A 10% Voting dilution Funds raised	Dilution
	$0.538 50% decrease in Issue Price $1.075 Issue Price $2.150 100% increase in Issue Price
	7,318,744 Shares 7,318,744 Shares 7,318,744 Shares
	$3,933,825 $7,867,650 $15,735,300
	10,978,116 Shares 10,978,116 Shares 10,978,116 Shares
	$5,900,737 $11,801,475 $23,602,950
	14,637,488 Shares 14,637,488 Shares 14,637,488 Shares
	$7,867,650 $15,735,300 $31,470,600

Notes:

1. The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under Listing Rule 7.1.

2. The table above uses the following assumptions:

3. i. The current Shares on issue are the Shares on issue as at 6 October 2021.

4. ii. The issue price set out above is the closing price of the Shares on the ASX on 6 October 2021.

5. iii. The Company issues the maximum possible number of equity securities under the 10% placement capacity and no options on issue are exercised.

6. iv. The Company has not issued any equity securities in the 12 months prior to the meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

7. v. The calculations above do not show the dilution that any one particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

8. vi. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

9. vii. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

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WAM Active Limited Notice of 2021 AGM

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• e) Allocation under Listing Rule 7.1A: the allottees of the equity securities to be issued under Listing Rule 7.1A have not yet been determined. However, the allottees of equity securities could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under Listing Rule 7.1A, having regard to the following factors:

• i. the purpose of the issue;

• ii. alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing shareholders may participate;

• iii. the effect of the issue of the equity securities on the control of the Company;

• iv. the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• v. prevailing market conditions; and

• vi. advice from corporate, financial and broking advisers (if applicable).

• f) Previous approval under Listing Rule 7.1A: the Company obtained shareholder approval under Listing Rule 7.1A at the 2020 AGM held on 26 November 2020. In the 12 months since the date of that AGM, the Company issued a total of 4,680,609 Shares which represents 10.0% of the total number of equity securities on issue at the commencement of that 12 month period.

Details are as follows:

	No. of equity			Discount to	Total
Date of issue	securities	Issued to	Issue price	market price	consideration	Amount spent
25 March 21	4,680,609 ordinary shares	Placement	$1.08	3.1%	$5,148,670	$5,148,670

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by shareholders present or by proxy and eligible to vote at the meeting must be in favour of Resolution 4 for it to be passed.

The Directors support the additional 10% placement capacity and unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 4.

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WAM Active Limited Notice of 2021 AGM

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Resolution 5: Approval to refresh the Company’s 15% placement capacity

On 25 March 2021 (Issue Date), the Company issued 7,020,914 fully paid ordinary shares (ranking pari passu with, and otherwise on the same terms as, existing fully paid ordinary shares) at an issue price of $1.08 which raised $7.6 million (the Issue).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The Issue does not fit within any of these exceptions and, as it has not yet been approved by shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.

including existing shareholders of the Company, who either approached the Company and indicated they wished to be a participant and/or were approached by the Company’s lead manager, Taylor Collison, with respect to the placement, and were issued with consideration to the composition of the current shareholder register, existing interested parties and the future growth of the Company. The shares were issued to investors who were not related parties, advisers to the Company, key management personnel or associates of those aforementioned persons.

The Directors strongly support the refresh of the Company’s 15% placement capacity and recommend that shareholders VOTE IN FAVOUR of Resolution 5.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 5 seeks shareholder approval for the Issue under and for the purposes of Listing Rule 7.4.

If Resolution 5 is passed, the Issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

If Resolution 5 is not passed, the Issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

The additional funds raised under the placement have been invested in accordance with the Company's disciplined investment process. These shares were issued to professional and sophisticated investors,

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AGM Online User Guide

Attending the AGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit www.web.lumiagm.com/399244373 on your computer, tablet or smartphone. You will need the latest version of Google Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 399-244-373

Australian	Username – Voting Access Code (VAC*)andPassword(postcode of your registered address).
residents	*Voting Access Code (VAC) can be located on the first page of your proxy and question form or
	on your notice of meeting email).
Overseas	Username – Voting Access Code (VAC*)andPassword(three-character country code e.g. New
residents	Zealand – NZL. A full list of country codes can be found at the end of this guide).
	*Voting Access Code (VAC) can be located on the first page of your proxy and question form or
	on your notice of meeting email).
Appointed	To receive your Username and Password, please contact our share registry, Boardroom Pty Limited
proxy	on1300 420 372or+61 2 8023 5472between 8:30am to 5:30pm (Sydney time) Monday to
	Friday.

To join the meeting, you will be required to enter the above unique 9 digit meeting ID above and select ‘ Join Meeting ’. To proceed to registration, you will be asked to read and accept the terms and conditions. The website will be open and available for log in from 10:00am (Sydney time), Tuesday 23 November 2021.

Using the Lumi AGM platform

The Lumi AGM platform will ask in what capacity you are joining the meeting. Shareholders or appointed proxies should select “Shareholder or Proxy” and guests should select “Guest”.

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If you are a Shareholder , select “Securityholder or Proxy” and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxy holder select “Securityholder or Proxy” and enter the unique Username and Password provided by Boardroom and select ‘ Login ’.

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Voting Access Code (VAC)
Postcode or Country Code
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WAM Active Limited wilsonassetmanagement.com.au Page 10 of 13
Notice of 2021 AGM ABN 49 126 420 719
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If you are not a Shareholder or Proxyholder, select ‘Guest’. You will be asked to enter your name and email address, then select ‘Continue’. Please note, guests are not able to ask questions or vote at the meeting.

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Navigation

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast. If you are viewing on a computer, the webcast will appear at the side automatically once the meeting has started.

On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.

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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.

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Desktop/laptop users can watch the webcast in full screen, by selecting the full screen icon.

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To reduce the webcast to its original size, select the X at the top of the broadcast window.

To vote

If you would like to cast a vote:

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

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Selecting this tab will open a list of all resolutions and their voting options. To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel. There is no need to press a submit or send button. Your vote is automatically counted. Voting can be performed at any time during the meeting until the Chair closes the poll.

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WAM Active Limited Notice of 2021 AGM

To ask a question

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If you would like to ask a question:

Messaging:

1. Select the messaging tab icon.

2. Select the “Ask a question” box and compose your message.

3. Select the send icon.

4. You will receive confirmation that your question has been received.

The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the meeting.

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Asking Audio Questions

1. Pause the broadcast before clicking on the link under “Asking Audio Questions”.

2. Enter the requested details and click “Submit Request” to join the audio questions queue.

3. The moderator will invite you to ask your question.

You will hear the meeting while you wait to ask your question. If you are asking an audio question and joining on your computer, please ensure that your computer has a microphone and is enabled for the meeting.

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Need help?

If you require any help using this system prior to or during the meeting, please call the share registry, Boardroom, on 1300 420 372 or +61 2 8023 5472 for assistance.

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Country codes

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For overseas shareholders, select your country code from the list below and enter it into the password field.

ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Bhutan BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CXR Christmas Island CYM Cayman Islands CYP Cyprus CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark

DOM Dominican Republic DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISL Iceland ISM Isle of Man ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait

LAO Laos QAT Qatar LBN Lebanon REU Reunion LBR Liberia ROU Romania LBY Libyan Arab Jamahiriya RUS Russian Federation LCA St Lucia RWA Rwanda LIE Liechtenstein SAU Saudi Arabia Kingdom Of LKA Sri Lanka SCG Serbia & Outlying LSO Lesotho SDN Sudan LTU Lithuania SEN Senegal LUX Luxembourg SGP Singapore LVA Latvia SGS Sth Georgia & Sth Sandwich Islands MAC Macao SHN St Helena MAF St Martin SJM Svalbard & Jan Mayen MAR Morocco SLB Solomon Islands MCO Monaco SLE Sierra Leone MDA Republic Of Moldova SLV El Salvador MDG Madagascar SMR San Marino MDV Maldives SOM Somalia MEX Mexico SPM St Pierre And Miquelon MHL Marshall Islands SRB Serbia MKD Macedonia Former Yugoslav Rep STP Sao Tome And Principe MLI Mali SUR Suriname MLT Mauritania SVK Slovakia MMR Myanmar SVN Slovenia MNE Montenegro SWE Sweden MNG Mongolia SWZ Swaziland MNP Northern Mariana Islands SYC Seychelles MOZ Mozambique SYR Syrian Arab Republic MRT Mauritania TCA Turks & Caicos Islands MSR Montserrat TCD Chad MTQ Martinique TGO Togo MUS Mauritius THA Thailand MWI Malawi TJK Tajikistan MYS Malaysia TKL Tokelau MYT Mayotte TKM Turkmenistan NAM Namibia TLS Timor-Leste NCL New Caledonia TMP East Timor NER Niger TON Tonga NFK Norfolk Island TTO Trinidad & Tobago NGA Nigeria TUN Tunisia NIC Nicaragua TUR Turkey NIU Niue TUV Tuvalu NLD Netherlands TWN Taiwan NOR Norway Montenegro TZA Tanzania United Republic of NPL Nepal UGA Uganda NRU Nauru UKR Ukraine NZL New Zealand UMI United States Minor OMN Oman URY Uruguay PAK Pakistan USA United States of America PAN Panama UZB Uzbekistan PCN Pitcairn Islands VNM Vietnam PER Peru VUT Vanuatu PHL Philippines WLF Wallis & Futuna PLW Palau WSM Samoa PNG Papua New Guinea YEM Yemen POL Poland YMD Yemen Democratic PRI Puerto Rico YUG Yugoslavia Socialist Fed Rep PRK Korea Dem Peoples Republic ZAF South Africa PRT Portugal ZAR Zaire PRY Paraguay ZMB Zambia PSE Palestinian Territory Occupied ZWE Zimbabwe PYF French Polynesia

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WAM Active Limited wilsonassetmanagement.com.au Page 13 of 13 Notice of 2021 AGM ABN 49 126 420 719

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All correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax +61 2 9290 9655  Online www.boardroomlimited.com.au  By Phone (within Australia) 1300 420 372 (outside Australia) +61 2 8023 5472

Your vote is important

For your vote to be effective it must be recorded before 11:00am (AEDT) on Sunday 21 November 2021

 To vote online

Step 1: Visit http://www.votingonline.com.au/wamactiveagm2021 Step 2: Enter your Postcode OR Country of Residence (if outside Australia) Step 3: Enter your Voting Access Code (VAC):

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By smartphone

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Scan QR Code using smartphone QR Reader App

To vote by completing the proxy and question form

Step 1 Appointment of proxy

Indicate who you want to appoint as your proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair 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 Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the Company. Do not write the name of the issuer Company or the registered securityholder in the space.

Appointment of a second proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional proxy and question form may be obtained by contacting the Company’s share registry or you may copy this form.

To appoint a second proxy, you must:

(a) complete two proxy and question forms. On each proxy and question 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 2 Voting directions to your proxy

To direct your proxy how to vote, mark 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 securities are to be voted on any item by inserting the percentage or number that 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 for all your securities, your vote on that item will be invalid.

Step 3 Sign the form

The form must be signed 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 should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the share 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 should be signed by that person. Please indicate the office held by signing in the appropriate place.

Step 4 Lodgement

Proxy and question forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the

commencement of the meeting, therefore by 11:00am (AEDT) on Sunday 21 November 2021. Any proxy and question form received after that time will not be valid for the scheduled meeting.

Proxy and question forms may be lodged using the enclosed reply paid envelope or:

• Online www.votingonline.com.au/wamactiveagm2021

• By Fax + 61 2 9290 9655

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

• In Person Level 12, 225 George Street Sydney NSW 2000 Australia

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 share registry.

Attending the meeting

Due to ongoing coronavirus restrictions, attendance in person will not be permitted at the meeting. To participate virtually, please refer to the AGM Online User Guide appended to the Notice of Meeting.

ABN 49 126 420 719

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Your address

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 in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

Proxy and question form

Step 1 Appoint a proxy

I/We being a member/s of WAM Active Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be hosted online on Tuesday 23 November 2021 at 11:00am (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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolution 1 even though Resolution 1 is connected with the remuneration of a member of the key management personnel for WAM Active Limited.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1) . If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

Step 2 Voting 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 vote will not be counted in calculating the required majority if a poll is called.

			For	Against	Against	Abstain*	Abstain*
Resolution 1 To adopt the Remuneration Report
Resolution 2 To re-elect Mr Geoff Wilson AO as a Director
Resolution 3 To re-elect Ms Karina Kwan as a Director
Resolution 4 Approval of additional 10% placement capacity
Resolution 5 Approval to ratify issue of 7,020,714 shares
Step 3 Signature of Shareholders
This form must be signed 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		/	/	2021
Optional question for the Chairman or Auditor

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We aim to provide shareholders with the best opportunity to ask questions about the Company and its external audit at the Annual General Meeting. We will seek to respond to as many of the frequently asked questions as possible.