WAM CAPITAL LIMITED — Proxy Solicitation & Information Statement 2012

Nov 7, 2012

8 November 2012

DISPATCH OF SCHEME MEETING PACKAGE

Premium Investors Limited (ASX: PRV) (“Premium”) confirms that the following documentation has today been dispatched to Premium shareholders in relation to the proposed merger via a scheme of arrangement (“Scheme”) of Premium with WAM Capital Limited (“WAM”):

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

• Scheme Booklet incorporating the explanatory statement and notice of Scheme Meeting;

• Proxy form; and

• Election form.

The Scheme Meeting will be held on Monday 10 December 2012 at the offices of Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney, New South Wales at 10:30am (Sydney time).

The release of the Scheme Booklet follows the orders of the Federal Court of Australia on 31 October 2012 for the convening of a meeting of Premium shareholders to vote on the scheme of arrangement to give effect to the Scheme. A copy of the Scheme Booklet and the Independent Expert’s Report were provided to the ASX on Friday 2 November 2012 and are also available on Premium’s website at www.premiuminvestors.com.au.

The Scheme Booklet sets out details of the proposed Scheme and provides important information for Premium shareholders in making a decision whether to vote in favour of the Scheme. Premium shareholders are advised to read the Scheme Booklet thoroughly ahead of:

1. Deciding whether or not to vote in favour of the Scheme; and

2. Electing what combination of cash and scrip they wish to receive as consideration for their shares should the Scheme be approved.

Choice of Consideration

If the Scheme is implemented, Premium shareholders will be able to elect either:

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

==> picture [11 x 15] intentionally omitted <==

• to receive cash consideration for up to 100% of their PRV shares (Cash Consideration);

• to exchange up to 100% of their PRV shares for shares in WAM (Scrip Consideration); or

• a combination of the above.

==> picture [570 x 137] intentionally omitted <==

Both the Cash Consideration and the Scrip Consideration are expected to deliver Premium shareholders a significant premium to the company’s historic share price.

Shareholders are advised to complete their election forms regardless of how they intend to vote on the Scheme. If shareholders do not make a valid election and the Scheme becomes effective, they will receive 100% Scrip Consideration.

Independent Expert’s Report

The Scheme Booklet contains a report by the Independent Expert, Lonergan Edwards & Associates Limited. The Independent Expert has concluded that both the Cash Consideration component and the Scrip Component of the Scheme are fair and reasonable and are in the best interest of Premium’s shareholders in the absence of a superior proposal.

Independent Directors’ Recommendations

The Independent Directors of Premium unanimously recommend that Premium shareholders vote in favour of the Scheme at the Scheme meeting, in the absence of a superior proposal. Subject to the same qualification, each of the Directors intends to vote all the Premium shares owned or controlled by them in favour of the Scheme. Reasons for the Directors’ recommendation are set out in detail in the Scheme Booklet.

Enquiries

Premium Shareholders with questions in relation to the Scheme can call the Shareholder Information Line on 1800 087 348 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 7.00pm Monday to Friday (Sydney time).

Lindsay Mann

Chairman

Lodge your vote:

�

Online:

www.investorvote.com.au

A B N 4 7 1 0 6 2 5 9 8 8 5

�

By Mail:

Computershare Investor Services Pty Limited GPO Box 1282 Melbourne Victoria 3001 Australia

T 000001 000 PRV MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

� Vote online or view the Scheme Booklet, 24 hours a day, 7 days a week: www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the Scheme Booklet SRN/HIN: I9999999999 PIN: 99999 � PLEASE NOTE: For security reasons it is important that you keep your Review and update your shareholding SRN/HIN confidential.

� For your vote to be effective it must be received by 10:30am (AEDT) on Saturday, 8 December 2012

How to Vote on the Scheme Resolution

All your shares will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the Scheme Resolution. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on the item your vote will be invalid.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of shares you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of shares for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of shares for each in Step 1 overleaf.

A proxy need not be a shareholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the shareholder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Scheme Meeting

Bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, � or turn over to complete the form

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker I9999999999 (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Premium Investors Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman OR of the Scheme Meeting

� PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Scheme Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Scheme Meeting, as my/ our proxy to act generally at the meeting 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) at the Scheme Meeting of Premium Investors Limited to be held at the offices of Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney on Monday, 10 December 2012 at 10:30am and at any adjournment of that meeting.

Scheme Resolution

� PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority.

==> picture [87 x 23] intentionally omitted <==

“That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Premium Investors Limited and the holders of its fully paid ordinary shares, the terms of which are described in the Scheme Booklet of which the notice convening this meeting forms part, is approved (with or without modification by the Federal Court of Australia).”

==> picture [86 x 24] intentionally omitted <==

The Chairman of the Scheme Meeting intends to vote undirected proxies in favour of the Scheme Resolution

Signature of Shareholder(s) This section must be completed. Shareholder 1 Shareholder 2 Shareholder 3 Individual/Sole Director and Director Director/Company Secretary Sole Company Secretary Contact Contact Daytime / / Name Telephone Date

1 5 6 9 4 1 A

P R V

==> picture [183 x 51] intentionally omitted <==

Please return completed form to: Mail: Computershare Investor Services Pty Limited GPO Box 1282 Melbourne, Victoria 3001 Australia Fax (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 Enquiries (within Australia) 1800 087 348 (outside Australia) +61 3 9415 4000

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I N D

Use a black pen. Print in CAPITAL letters inside the grey areas.

==> picture [132 x 26] intentionally omitted <==

----- Start of picture text -----

A B C 1 2 3
----- End of picture text -----

Election Form

IMPORTANT: This is an important document and requires your immediate attention. Please use this Election Form to choose the combination of Scrip Consideration and Cash Consideration you wish to receive pursuant to the proposed scheme of arrangement between Premium Investors Limited (“Premium”) and WAM Capital Limited (“WAM”). Do not complete this Election Form until you have read the accompanying Scheme Booklet and the instructions on the back of this Election Form. To be a valid Election, your Election Form must be received by Premium’s share registry before 7pm AEDT on the Effective Date, currently expected to be Thursday 13 December 2012. Premium may change the expected date. Any change will be announced on the ASX.

Please do not select more than one of the options below or your Election will be invalid and you will receive 100% Scrip Consideration in respect of all your Premium Shares held at the Record Date.

Please complete this Election Form regardless of how you intend to vote on the scheme. If you do not make a valid Election and the scheme becomes Effective, you will receive 100% Scrip Consideration.

			% Scrip Consideration	% Cash Consideration
A	OPTION	1:	100%	0%
B	OPTION	2:	80%	20%
C	OPTION	3:	60%	40%
D	OPTION	4:	40%	60%
E	OPTION	5:	20%	80%
F	OPTION	6:	0%	100%

G

Contact details

Please provide contact details in case we need to speak to you about this Election Form.

Name of contact person

Contact person’s daytime telephone number

H Sign here - This section must be signed for your Election to be valid

I/We hereby make the Election of Scheme Consideration under the Scheme in respect of all my/our Premium Shares as set out above.

Sign here - This section must be signed for your Election to be valid I/We hereby make the Election of Scheme Consideration under the Scheme in respect of all my/our Premium Shares as set out above.	Sign here - This section must be signed for your Election to be valid I/We hereby make the Election of Scheme Consideration under the Scheme in respect of all my/our Premium Shares as set out above.	Sign here - This section must be signed for your Election to be valid I/We hereby make the Election of Scheme Consideration under the Scheme in respect of all my/our Premium Shares as set out above.	Sign here - This section must be signed for your Election to be valid I/We hereby make the Election of Scheme Consideration under the Scheme in respect of all my/our Premium Shares as set out above.	Sign here - This section must be signed for your Election to be valid I/We hereby make the Election of Scheme Consideration under the Scheme in respect of all my/our Premium Shares as set out above.
Shareholder 1 Shareholder 2 (if joint) Shareholder 3 (if joint)
Individual/Sole Director and Sole Company Secretary Director Director/Company Secretary

Please refer to the lodgement instructions overleaf.

This is an important document and requires your immediate attention. If you are in any doubt about how to deal with it, please consult your financial or other professional advisor.

See back of Election Form for completion guidelines

1 5 6 9 4 1

P R V

156941_01CJCF

How to complete this Election Form

Step 1 - Read the entire Scheme Booklet that accompanied this Election Form;

Step 2 - Decide which combination of Scrip Consideration and Cash Consideration you elect to receive; and Step 3 - Complete the front of this Election Form. Further details on each section are set out below.

Terms used on this Election Form have the same meaning as defined in the Scheme Booklet

G Contact Details Enter your contact details. These are not compulsory but will assist us if we need to contact you. H Signature(s)

How to select your Scheme Consideration

If you wish to elect which form of consideration you will receive for your Premium Shares, please complete and return this Election Form to Premium’s share registry so that it is received before 7pm on the Effective Date at the address shown on this Election Form.

You must sign the Election Form as follows in the space provided:

If you do not return this Election Form to Premium’s share registry in accordance with instructions, or if this Election Form is completed incorrectly, you will receive Scrip Consideration for 100% of your Premium Shares.

Individual: if you hold the Premium Shares as an individual, only your signature is required on this Election Form. Joint holding: where the holding is in more than one name all of the shareholders must sign.

A If you wish to receive OPTION 1: 100% SCRIP CONSIDERATION, please mark this box. Joint holding: where the holding is in more than one name all of the shareholders must sign. B If you wish to receive OPTION 2: 80% SCRIP CONSIDERATION and 20% Power of Attorney: to sign under Power of Attorney, you must attach the CASH CONSIDERATION, please mark this box. Power of Attorney or a copy of that Power of Attorney C If you wish to receive OPTION 3: 60% SCRIP CONSIDERATION and 40% certified as a true copy by statutory declaration to this CASH CONSIDERATION, please mark this box. Election Form when you return it. D If you wish to receive OPTION 4: 40% SCRIP CONSIDERATION and 60% Deceased Estate: all executors must sign and a certified copy of Probate CASH CONSIDERATION, please mark this box. or Letters of Administration must accompany this E If you wish to receive OPTION 5: 20% SCRIP CONSIDERATION and 80% Election Form. CASH CONSIDERATION please mark this box. Companies: This Election Form must be signed in accordance F If you wish to receive OPTION 6: 100% CASH CONSIDERATION, please with the requirements for executing documents mark this box. applying to that company under the laws of its place of incorporation. Please sign in the appropriate place to indicate the office held.

Registration Name(s)

The Premium Shares are currently registered in the name(s) printed on the front of this Election Form. If you have multiple holdings and have received multiple Election Forms, you need to complete an Election Form for each relevant holding.

Lodgement of Election Form

Election Forms must be received at the Melbourne office of Computershare Investor Services Pty Limited by no later than 7pm (AEDT) on the Effective Date, currently expected to be Thursday 13 December 2012.

Return the Election Form to:

By Mail

Fax

Computershare Investor Services Pty Limited (within Australia) 1800 783 447 GPO Box 1282 Melbourne, Victoria 3001 Australia (outside Australia) +61 3 9473 2555

Privacy Statement

Personal information is collected on this Election Form by Computershare Investor Services Pty Limited (“CIS”), as registrar for Premium for the purpose of maintaining registers of shareholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by Premium in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this Election Form or e-mail privacy@computershare.com.au. This Election Form may not be used to effect an address change.

156941_01CJCF