WAM CAPITAL LIMITED — AGM Information 2014

Oct 16, 2014

WAM Capital Limited Notice of Annual General Meeting ACN 086 587 395

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

Date:

28 November 2014

Time: 10.30am (AEDT)

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

ORDINARY BUSINESS

Financial Statements and Reports

To receive the Financial Statements, Directors’ Report and Auditor’s Report of the Company for the financial year ended 30 June 2014.

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

Resolution 1: Re-election of Director – Paul Jensen

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

“That Paul Jensen, who retires by rotation in accordance with the Rule 6.7 of the Company’s Constitution and Listing Rule 14.5 and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Resolution 2: 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 Rule 6.7 of the Company’s Constitution and Listing Rule 14.5 and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Resolution 3: 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 (Cwth) and the Company’s Constitution, 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.

• (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 Form.

The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at this meeting when reviewing the Company’s remuneration policies. If 25% or more of the votes cast are “against” the adoption of the Remuneration Report at two consecutive AGMs shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting of the

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WAM Capital Limited Notice of Annual General Meeting ACN 086 587 395

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Company’s members be held within 90 days. At this further meeting, all of the Company’s Directors must go up for election. The spill resolution is an ordinary resolution.

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/wamcapitalagm2014 (b) by posting or delivering the Proxy Form by hand to share registry (addresses below); or

• (c) by faxing the Proxy Form to the share registry (fax number below).

Proxies must be appointed no later than 48 hours before the AGM ie.10.30am (AEDT) on 26 November 2014.

Hand deliveries to our share registry: Boardroom Pty Limited Level 7 207 Kent Street Sydney NSW 2000 Postal address: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Fax number: + 61 2 9290 9655

A Proxy Form is provided with this Notice.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act 2001 (Cwth) 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 26 November 2014. 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

Kate Thorley Company Secretary 3 October 2014

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All Correspondence to:

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

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:30 am (AEDT) on Wednesday 26[th] November 2014.

TO VOTE ONLINE	BY SMARTPHONE
STEP 1: VISITwww.votingonline.com.au/wamcapitalagm2014 STEP 2: Enter your holding/investment type: STEP 3: Enter your Reference Number: STEP 4: Enter your VAC: PLEASE NOTE:For security reasons it is important you keep the above information confidential. Scan QR Code using smartphone

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY 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 security holder 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 Form may be obtained by contacting the company’s securities registry or you may copy this form.

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 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

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 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.

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.

Proxy 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 10:30 am (AEDT) on Wednesday, 26[th] November 2014. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online www.votingonline.com.au/wamcapitalagm2014

• By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• In Person Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

WAM Capital Limited ACN 086 587 395

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 FORM

STEP 1 APPOINT A PROXY

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

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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

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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 to act generally at the Annual General Meeting of the Company to be held at the Wesley Theatre, Wesley Conference Centre, 220 Pitt Street, Sydney on Friday 28[th] November 2014 at 10:30 am (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 including, in relation to any procedural matters.

Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolution 3 even though the Chairman of the Meeting and Resolution 3 are connected directly or indirectly with the remuneration of, a member of key management personnel for WAM Capital Limited.

The Chairman of the Meeting will vote all undirected proxies in favour of all Resolutions (including Resolution 3). Unless you indicate otherwise by ticking either the “for” or “against” box below, you are deemed to have directed the Chairman to vote in favour of these resolutions and the Chairman will vote all undirected proxies in favour of all Resolutions. If you wish to vote “against” or “abstain” you should mark the box below accordingly.

The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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.

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For Against Abstain
Resolution 1 Re-election of Director – Paul Jensen
Resolution 2 Re-election of Director – Matthew Kidman
Resolution 3 Adoption of the Remuneration Report
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 / / 2014
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