WAM ACTIVE LIMITED — Major Shareholding Notification 2022

Jan 23, 2022

TO: ASX Company Announcements Office FROM: Wilson Asset Management (International) Pty Limited DATE: 24 January 2022 NO OF PAGES: 6 (including this page)

In accordance with Section 671B of the Corporations Act 2001, please find following Form 603 ‐ Notice of initial substantial holder in relation to WAM Active Limited ( WAA ).

The primary purpose of this notice is to disclose certain indirect relevant interests and voting powers that members of the Wilson Asset Management Group are deemed to hold in WAA pursuant to the Corporations Act.

As detailed in the notice, members of the Wilson Asset Management Group are deemed to hold an indirect deemed relevant interest in WAA shares held by Keybridge Capital Limited ( KBC ). The Corporations Act deems these indirect deemed relevant interests to exist primarily as a result of the members of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in KBC. Members of the Wilson Asset Management Group only became aware of KBC’s substantial holding in WAA when KBC lodged its substantial holding notice on 20 January 2022.

WAA has requested all agreements giving rise to KBC needing to lodge its own substantial holding notice, including as a result of KBC acquiring 3,281,293 shares on 18 January 2022 via a special crossing after market close. KBC has not provided those agreements to WAA. On the information available, it is believed that members of the Wilson Asset Management Group inadvertently became a substantial holder of WAA on 5 January 2022, however the Wilson Asset Management Group was unaware of this until KBC lodged its substantial holding notice on 20 January 2022.

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the WAA shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests.

The Wilson Asset Management Group’s holding in KBC, whilst in excess of 20% in each case, lacks the requisite ability to affect the direction or control of KBC, as evidenced by historical events, meetings and voting with respect to the two entities. Members of the Wilson Asset Management Group have no influence or control over KBC’s underlying investments, including WAA. The attached notice provides further details in this regard.

Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | Phone 02 9247 6755 | Fax 02 9247 6855 | info@wilsonassetmanagement.com.au | www.wilsonassetmanagement.com.au

603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme WAM Active L imited (ASX:WAA)

ACN/ARSN ACN 126 420 719

1. Details of substantial holder (1)

Name Wilson Asset Management Group (refer entitites listed in Annexure A)

ACN/ARSN (if applicable)

n/a

The holder became a substantial holder on 5 / 01 / 2022

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
See Annexure B

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
See Annexure C

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered asholder(8)	Class and number of securities
See Annexure C

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Refer to KBC announcement made on
20 January 2022

603 Page 2 of 2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
n/a

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
See Annexure D

Signature

print name sign here	Martyn McCathie capacity Head of Operations
	date 24/January/2022

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

1. Details of Wilson Asset Management Group

1. Details of Wilson Asset Management Group
Name	ACN/ ARSN
Wilson Asset Management(International)PtyLimited	(ACN 081 047 118)
MAM PtyLimited	(ACN 100 276 542)
WAM Capital Limited	(ACN 086 587 395)
WAM Research Limited	(ACN 100 504 541)
WAM Active Limited	(ACN 126 420 719)
Botanical Nominees PtyLimited as trustee of the Wilson Asset Management EquityFund	(ACN 081 032 000)
WAM Leaders Limited	(ACN 611 053 751)
WAM MicrocapLimited	(ACN 617 838 418)
WAM Global Limited	(ACN 624 572 925)
WAM Alternative Assets Limited	(ACN 168 941 704)
WAM Strategic Value Limited	(ACN 649 096 220)
Mr GeoffreyWilson	n/a
DynastyPeak PtyLtd	(ACN 058 458 067)
GW Holdings PtyLtd	(ACN 102 329 377)

Annexure B

2. Details of voting power

2. Details of voting po	wer
Class of securities(4)	Number of securities	Persons votes(5)	Voting power(6)
Fully Paid Ordinary Shares	Direct interest: 1,248,080 Deemed Interest: 3,691,293 Total: 4,939,373	Direct interest: 1,248,080 Deemed Interest: 3,691,293 Total: 4,939,373	Direct interest: Deemed Interest: Total:	1.69% 5.00%1 6.69%1

Note:

1. The deemed interest in WAA represents shareholding of Keybridge Capital Limited (KBC) (see Annexure C for details).

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the WAA shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in.

Signed………………………………………… Date: 24 / January / 2022

Annexure C

3. Details of relevant interest / 4. Details of present registered holders

Holder of relevant interest	Nature of relevant interest(7)	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Directly held Relevant interest
Dynasty Peak Pty Ltd	Registered and beneficial owner of WAA shares	Dynasty Peak PtyLtd	Dynasty Peak PtyLtd	154,188 OrdinaryShares
GW Holdings Pty Ltd	Registered and beneficial owner of WAA shares	GW Holdings PtyLtd	GW Holdings PtyLtd	1,093,892 OrdinaryShares
Mr Geoffrey Wilson	Relevant interest by virtue of section (see section 608(1)(b), (c), 608(2)(a) and 608(3)(a) of the Corporations Act	Entities Listed Above	Entities Listed Above	1,248,080 Ordinary Shares
Holder of relevant interest	Nature of relevant interest(7)	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Deemed(indirect) Relevant Interests1
WAM Capital Limited, WAM Active Limited, Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund (together, WAM Holders)	Deemed to hold a relevant interest in WAA securities held by Keybridge Capital Limited by reason of having a combined voting power greater than 20% in KBC (see section 608(1)(b), (c), 608(2)(a) and 608(3)(a) of the Corporations Act).	Keybridge Capital Limited	Keybridge Capital Limited	3,691,293 Ordinary Shares

Note:

1. The deemed interest in WAA represents shareholding of Keybridge Capital Limited (KBC) (see Annexure C for details).

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the WAA shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in. Members of the Wilson Asset Management Group have no direct interest in WAA.

Signed………………………………………… Date: 24 / January / 2022

Annexure D

7. Addresses

7. Addresses
Name	Address
Details of the Wilson Asset Management Group
Wilson Asset Management (International) Pty Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
MAM Pty Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Capital Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Research Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Active Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
Botanical Nominees Pty Limited as trustee of the Wilson Asset Management EquityFund	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Leaders Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Microcap Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Global Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Alternative Assets Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Strategic Value Limited	Level 26, 1 Farrer Place, Sydney, NSW 2000
Mr Geoffrey Wilson	Level 26, 1 Farrer Place, Sydney, NSW 2000
Dynasty Peak Pty Ltd	Level 26, 1 Farrer Place, Sydney, NSW 2000
GW Holdings Pty Ltd	Level 26, 1 Farrer Place, Sydney, NSW 2000
Name	Address
Details of the Deemed (indirect) Relevant Interests
Keybridge Capital Limited ABN 16 088 267 190 (ASX: KBC)	Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004

Signed………………………………………… Date: 24 / January / 2022