WAM CAPITAL LIMITED — Proxy Solicitation & Information Statement 2012

Jun 28, 2012

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29 June 2012

Dear Shareholders

We are writing to provide details of WAM Capital Limited's (WAM Capital) recent capital management initiative and to give shareholders the opportunity to participate.

Last week the Board announced it's intention to undertake a placement of up to 15% of issued capital (16,026,915 ordinary shares) with attaching options on a one for one basis to retail investors. The placement will be via a prospectus at an issue price equivalent to the pre-tax net tangible assets (NTA) per share as at 31 July 2012.

The placement has arisen as a response to demand from interested parties. The Board considers the placement to be a positive initiative for WAM Capital. The placement is being undertaken at pre-tax NTA as at 31 July 2012 with no dilution to the NTA backing per share for existing shareholders. The Board does not expect the placement to have an impact on the Board's dividend policy.

Enclosed is a notice of meeting, explanatory memorandum and proxy form for the 31 July 2012 general meeting convened to consider the resolution to approve the placement.

This offer will be open to existing shareholders. Shareholders who wish to participate in the placement will need to return a completed application form and cheque in accordance with the prospectus. If you elect to participate, please ensure the application form is marked with either your WAM Capital HIN/SRN or indicate if you are a WAM Research Limited (WAX) or WAM Active Limited (WAA) shareholder.

If you intend to participate in the placement you are not entitled to vote on the resolution. If the resolution is passed, a prospectus and application form will be made available on our website or alternatively by calling the office on (02) 9247 6755 or emailing info@wamfunds.com.au. You should read the prospectus in full and seek advice from your advisor before applying for shares.

The placement offer is expected to open on 2 August 2012 and to close 24 August 2012.

Please contact (02) 9247 6755 if you have any further queries.

Yours sincerely,

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Geoff Wilson Chairman

WAM Capital Limited | ABN 38 086 587 395 | Level 11, 139 Macquarie Street, Sydney NSW 2000 | GPO Box 4658, Sydney NSW 2001 T: (02) 9247 6755 | F: (02) 9247 6855 | Email info@wamfunds.com.au | Website www.wamfunds.com.au

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WAM Capital Limited ACN 086 587 395 (Company)

Shareholder Booklet

To approve placement of up to 16,026,915 Shares and 16,026,915 Options

A Notice of Meeting is included in Appendix 1 to this Booklet. A proxy form for the meeting accompanies this Booklet.

This is an important document and requires your urgent attention.

If you are in any doubt as to how to deal with this Booklet, please consult your legal, financial, taxation or other professional adviser immediately.

If you have recently sold all of your Shares, please disregard all enclosed documents

Explanatory Memorandum

1. Background

On 19 June 2012 WAM Capital Limited ( Company ) announced that it intends to issue up to 16,026,915 ordinary shares in the Company ( Shares ) at an issue price equal to the Company's reported pre-tax net tangible asset backing per Share ( NAV ) as at 31 July 2012. The Company also announced its intention to issue 16,026,915 options to acquire Shares with an exercise price of $1.60 ( Options ) to subscribers for these Shares. The Options will expire on 31 July 2013 and are on the same terms as the listed options issued by the Company on 3 May 2012.

These 16,026,915 Shares and the attaching Options ( Placement ) will be offered to investors pursuant to a Prospectus to be prepared in accordance with Chapter 6D of the Corporations Act ( Prospectus ). The Prospectus is presently being prepared and will be lodged with the ASIC and distributed to potential investors following the passage of this Resolution. The offer will be open to new investors as well as existing Shareholders. Existing Shareholders who participate in the placement will not be able to vote on this Resolution.

The proposed Placement aims to achieve the following:

• A reduction in the fixed administrative expenses as the Company's administrative expenses are spread across a larger pool of assets;

• An increase in the liquidity of the Company's shares which will make it easier for Shareholders to buy and sell the Company's Shares on ASX; and

• An increase in the size of the Company, thereby making it more relevant in the market and potentially improving the coverage by research firms, dealer groups and financial advisors.

The Meeting has been convened to consider a resolution to approve the issue of these Shares and Options for the purposes of the Listing Rules.

This Explanatory Memorandum sets out further information regarding the Resolution.

This Explanatory Memorandum is intended to provide Shareholders with all information known to the Company and the Directors that is reasonably required by Shareholders to decide whether or not it is in the Company’s interests to pass the Resolution. The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolution.

If you have any queries regarding the contents of this Booklet or in relation to the General Meeting, please contact Geoff Wilson, Chris Stott or Kate Thorley on 02 9247 6755.

If you do not fully understand the contents of this Booklet you should consult your financial or legal adviser for assistance.

2. The Resolution

2.1. The Resolution

Listing Rule 7.1 provides that the Company must not issue or agree to issue more than 15% of the issued capital of the Company within any 12 month period without the approval of Shareholders or otherwise under an exception provided in the Listing Rules.

The Resolution authorises the issue of Shares and Options under the Placement.

The information set out below is required to be provided to Shareholders under Listing Rule 7.3.

If approved:

• the Company will issue 16,026,915 Shares and 16,026,915 Options;

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• the issue price for the Shares will be the NAV announced by the Company as at 31 July 2012 under Listing Rule 4.12. However, if the NAV per Share is less than 80% of the volume weighted average price at which Shares trade on ASX over the 5 trading days up to the date of the Prospectus ( Minimum Price ), the issue price for these Shares will be the Minimum Price. If the Placement Shares were issued at $1.5951, the NAV as at 31 May 2012, the Placement would raise approximately $25.56 million before exercise of any Options;

• no grant fee is payable in connection with the issue of the Options. The Options have an exercise price of $1.60 and will expire on 31 July 2013. In all other respects, the Options are on the same terms as the listed options issued by the Company on 3 May 2012;

• the Shares and Options will be issued to applicants under the Prospectus. The Board of the Company reserves the right to allocate Shares and Options among applicants under the Prospectus as they see fit;

• the Shares will be issued as soon as practicable after passage of the Resolution and in any event within 3 months of the Meeting;

• the Shares will be issued on the same terms as existing Shares and will rank pari passu with existing Shares from the date of issue;

• the Options will be issued on the same terms as existing listed Options issued by the Company on 3 May 2012; and

• funds raised from the issue of Shares and to be raised on exercise of the Options will be used by the Company for further investments consistent with the investment strategy.

Shareholders are reminded that if you vote on this Resolution, you may not participate in the Placement.

3. Glossary

The following terms used in this Booklet (including the Notice of Meeting) have the meanings given to them below, unless the context otherwise requires.

ASX	ASX Limited
Booklet	this booklet including the Notice of Meeting.
Company	WAM Capital Limited ACN 086 587 395
Corporations Act	the_Corporations Act_2001 (Cth).
Directors	Directors of the Company
Listing Rules	the listing rules of ASX.
Meeting	the general meeting of the Company to be held at 11am on 31 July 2012 at Royal Australian Historical Society, History House, 133 Macquarie Street, Sydney NSW 2000.
NAV	means the report of pre-tax net tangible asset backing per Share
Notice of Meeting	the notice relating to the Meeting included in this Booklet.
Option	an option to be issued a Share with an exercise price of $1.60 expiring 31 July 2013 and otherwise on the same terms as the listed options issued by the Company on the 3 May 2012.
Placement	the issue of 16,026,915 Shares and 16,026,915 Options announced on 19 June 2012, subject to receipt of all necessary Shareholder approvals.

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Prospectus	the Prospectus to be issued by the Company in respect of the Placement
Resolution	the resolution to be considered at the Meeting set out in the Notice of Meeting.
Shareholder	a registered holder of Shares
Share	a fully paid ordinary share in the capital of the Company
WAM	WAM Capital Limited (ACN 086 587 395).

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Appendix 1 – Notice of General Meeting

WAM CAPITAL LIMITED (ACN 086 587 395)

Notice of Meeting

for the General Meeting of Shareholders

To be held at 11am (Sydney time) on 31 July 2012 at Royal Australian Historical Society, History House, 133 Macquarie Street, Sydney NSW 2000

IMPORTANT INFORMATION

This is an important document that should be read in its entirety.

This Notice of Meeting is an appendix to a booklet which has been prepared to assist Shareholders in determining whether or not to vote in favour of the Resolution set out in this Notice of Meeting.

The Booklet should be read in conjunction with this Notice of Meeting.

You are encouraged to attend the Meeting, but if you cannot, you are requested to complete and return the enclosed proxy form by 11am (Sydney time) on 29 July 2012:

by post to the Registry:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

by fax to the Registry on:

(02) 9290 9655

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Business

The business of the meeting is to consider the following proposed resolution.

1. Approval of Placement

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

“That the issue of:

• (a) 16,026,915 Shares; and

• (b) 16,026,915 Options with an exercise price of $1.60 expiring 31 July 2013,

and otherwise on the terms set out in this Booklet to applicants under the Prospectus is approved.

Without limitation, Listing Rule 7.1 is relevant to this Resolution.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by any applicant and any associate of the applicants.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Entitlement to vote

The Directors have decided that for the purpose of determining entitlements to attend and vote at the Meeting, Shares will be taken to be held by the persons who are the registered holders at 7.00pm (Sydney time) on 27 July 2012. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

How to vote

Shareholders entitled to vote at the Meeting may vote:

• by attending the meeting and voting in person; or

• by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate members or proxies, a corporate representative to attend the meeting and vote on its behalf; or

• by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this Notice. A proxy may be an individual or a body corporate.

Voting in person (or by attorney)

Shareholders or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the Meeting and bring a form of personal identification (such as their driver's licence).

To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Registry before 11am (Sydney time) on 29 July 2012 any of the following ways:

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By post to the Registry:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

By fax to the Registry on:

(02) 9290 9655

To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the Meeting to be held at Royal Australian Historical Society, History House, 133 Macquarie Street, Sydney NSW 2000 on 31 July 2012 commencing at 11am (Sydney time).

A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor:

• died;

• became mentally incapacitated;

• revoked the proxy or power; or

• transferred the Shares in respect of which the vote was cast,

• unless the Company received written notification of the death, mental incapacity, revocation or transfer before the meeting or adjourned meeting.

Voting by proxy

Shareholders wishing to vote by proxy at the Meeting must:

• complete and sign or validly authenticate the proxy form, which is enclosed with this Booklet; and

• deliver the signed and completed proxy form to the Company by 11am (Sydney time) on 29 July 2012 in accordance with the instructions below.

A person appointed as a proxy may be an individual or a body corporate.

Submitting proxy votes

Shareholders wishing to submit proxy votes for the Meeting must return the enclosed proxy form to the Company in any of the following ways:

By post to the Registry:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

By fax to the Registry on:

(02) 9290 9655

Note : proxies may not be returned by email nor is internet voting available.

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Notes for proxies

1. A Shareholder entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote at the meeting on that Shareholder’s behalf.

3. A proxy need not be a Shareholder.

4. A proxy may be an individual or a body corporate. A proxy that is a body corporate may appoint a representative to exercise the powers that the body corporate may exercise as the Shareholder’s proxy.

5. If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half the votes.

6. A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If an appointment directs the way the proxy is to vote on a particular resolution:

7. (a) if the proxy is the chair - the proxy must vote on a poll and must vote in the way directed; and

8. (b) if the proxy is not the chair - the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in the way directed.

9. If a proxy appointment is signed or validly authenticated by the Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman may either act as proxy or complete the proxy appointment by inserting the name or names of one of more Directors or the Company Secretary.

10. If:

11. (a) a Shareholder nominates the Chairman of the meeting as the Shareholder’s proxy; or

12. (b) the Chairman is to act as proxy if a proxy appointment is signed by a Shareholder but does not name the proxies in whose favour it is given or otherwise under a default appointment according to the terms of the proxy form,

then the person acting as Chairman in respect of an item of business at the meeting must act as proxy under the appointment in respect of that item of business.

1. Proxy appointments in favour of the Chairman of the meeting, the Company Secretary or any Director which do not contain a direction will be voted in support of the Resolutions.

Corporate representatives

1. To vote in person at the General Meeting, a Shareholder or proxy which is a body corporate may appoint an individual to act as its representative.

2. To vote by corporate representative at the meeting, a corporate Shareholder or proxy should obtain an Appointment of Corporate Representative Form from the Registry, complete and sign the form in accordance with the instructions on it. The appointment should be lodged at the registration desk on the day of the meeting.

4. The appointment of a representative may set out restrictions on the representative's powers.

5. The original form of appointment of a representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed.

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1. The Chairman of the meeting may permit a person claiming to be a representative to exercise the body's powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

By order of the Board

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Geoff Wilson

WAM Capital Limited 29 June 2012

WAM Capital Limited ACN 086 587 395

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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:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

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 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.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11:00am (Sydney Time) SUNDAY 29[th] JULY 2012

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 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.

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 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 11am (Sydney Time) on Tuesday,31st July 2012 . 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 – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, 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

�

STEP 1 - Appointment of Proxy

I/We being a member/s of WAM Capital 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 General Meeting of WAM Capital Limited to be held at the Royal Australian Historical Society, History House, 133 Macquarie Street Sydney, NSW 2000 on Tuesday the 31st of July 2012 at 11:00 am ( Sydney Time) 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

Ordinary Business

Resolution 1 Approval of Placement

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For Against Abstain
� � �
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In addition to the intentions advised above, 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 / / 2012
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