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WAM MICROCAP LIMITED — AGM Information 2025
Oct 16, 2025
66069_rns_2025-10-16_2fa919bd-2d76-42a9-b3f8-e752642340ba.pdf
AGM Information
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ABN 34 617 838 418
Notice of 2025
Annual General Meeting
Date: Time:
2:15pm (AEDT) Sydney NSW 2000
https://meetings.lumiconnect.com/300-479-738-215
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Notice of 2025 Annual General Meeting
Notice is given that the 2025 Annual General Meeting (AGM) of members of WAM Microcap Limited (the Company) will be held as follows:
| Date | Wednesday 19 November 2025 |
|---|---|
| Time | 2:15pm (AEDT) |
| Venue | Museum of Sydney, Warrane Theatre |
| Corner of Bridge Street & Phillip Street, Sydney NSW 2000 | |
| Online Access | https://meetings.lumiconnect.com/300-479-738-215 |
Information on how to participate in the virtual meeting is outlined in the AGM Online User Guide on pages 5 to 9 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 2025.
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.
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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 – Kate Thorley
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That Ms Kate Thorley, who retires by rotation in accordance with Rule 6.7 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 Thorley 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.
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WAM Microcap Limited wilsonassetmanagement.com.au Page 2 of 9 Notice of 2025 AGM ABN 34 617 838 418
Proxies can be appointed in one of three ways:
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a) online through the share registry’s website at
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www.votingonline.com.au/wammicrocapagm2025;
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b) by posting or delivering the proxy and question form by hand to the share registry (addresses below); or
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c) by faxing the proxy and question form to the share registry (fax number below).
Proxies must be appointed no later than 48 hours before the AGM i.e. 2:15pm (AEDT) on 17 November 2025.
Hand deliveries to our share registry: Boardroom Pty Limited Level 8, 210 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 from their computer or mobile device by entering the URL into their browser: https://meetings.lumiconnect.com/300-479-738-215.
To participate in the AGM online, you can log in to the meeting by entering:
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The meeting ID, which is 300-479-738-215.
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Your username, which is your Voting Access Code (located either on your proxy and question form, Notice of Meeting email or by logging onto www.investorserve.com.au).
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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.
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If you have been nominated as a third party proxy, please contact Boardroom on 1300 420 372.
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.
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 hybrid 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/wammicrocapagm2025. 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) (Corporations Act) and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), 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 17 November 2025. 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 10 October 2025
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.
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WAM Microcap Limited wilsonassetmanagement.com.au Page 3 of 9 Notice of 2025 AGM ABN 34 617 838 418
Explanatory Memorandum
This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by shareholders of WAM Microcap Limited (the Company) at the 2025 Annual General Meeting (AGM) to be held at 2:15pm (AEDT) on Wednesday 19 November 2025 at Museum of Sydney, Warrane Theatre, Corner of Bridge Street & Phillip Street, Sydney NSW 2000, and online via
https://meetings.lumiconnect.com/300-479-738-215.
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 2025.
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.
Resolution 2: Re-election of Director – Kate Thorley BCom CA GAICD
Kate Thorley has been a Director of the Company since March 2017. Kate has over 21 years’ experience in the funds management industry and more than 26 years of financial accounting and corporate governance experience. Kate is the Chief Executive Officer of Wilson Asset Management (International) Pty Limited, Director of WAM Capital Limited, WAM Active Limited, WAM Research Limited, WAM Leaders Limited, WAM Global Limited, WAM Strategic Value Limited, WAM Income Maximiser Limited, Future Generation Australia Limited and Future Generation Global 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, Ms Thorley will be re-elected as a director of the Company and if Resolution 2 is not passed, Ms Thorley will cease to be a director of the Company.
The Directors (excluding Ms Thorley) strongly support the re-election of Ms Thorley and unanimously recommend that shareholders VOTE IN FAVOUR of Resolution 2. The Chairman of the AGM intends to vote all available proxies FOR Resolution 2.
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. The Chairman of the AGM intends to vote all available proxies FOR Resolution 1.
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wilsonassetmanagement.com.au Page 4 of 9 ABN 34 617 838 418
WAM Microcap Limited Notice of 2025 AGM
AGM Online User Guide WAM Microcap (WMI) AGM 2025 19 November 2025, 2:15pm AEDT Attending the meeting virtually
Those attending online will be able to view a live webcast of the meeting. Shareholders and Proxyholders can ask questions and submit votes in real time.
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To participate online, visit https://meetings.lumiconnect.com/300-479-738-215 on your smartphone, tablet or computer.
You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.
To log in, you may require the following information:
Meeting ID: 300-479-738-215
Australian residents Voting Access Code
(VAC)
Postcode
(postcode of your registered address)
Overseas residents
Appointed Proxies
Voting Access Code
To receive your unique username and password, please contact Boardroom on 1300 420 372.
(VAC)
Country Code
(three-character country code) Guests e.g. New Zealand - NZL ; United Kingdom - GBR ; United States of America - USA ; Canada - CAN
To register as a guest, you will need to enter your name and email address.
A full list of country codes can be found at the end of this guide.
Registering for the meeting
1 To participate in the meeting, follow the
- direct link at the top of the page. Alternatively, visit
meetings.lumiconnect.com and enter the
unique 12-digit Meeting ID, provided above.
-
To proceed into the meeting, you will
-
2 need to read and accept the Terms and Conditions and select if you are a Shareholder / Proxy or a Guest. Note that only shareholders and proxies can vote and ask questions in the meeting.
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Meeting ID
WAM Microcap (WMI) AGM 2025
Join Meeting Shareholder or Proxy Guest
Having trouble logging in?...
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WAM Microcap Limited wilsonassetmanagement.com.au Page 5 of 9
Notice of 2025 AGM ABN 34 617 838 418
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3
To register as a Shareholder,
To register as a Guest,
- enter your VAC and Postcode or Country Code and press Sign in.
enter your name and other requested details and press Continue.
To register as a Proxyholder, you will need your username and password as provided by Boardroom. In the ‘VAC/Username’ field enter your username and in the ‘Postcode/Country Code/Password’ field enter your password and press Sign in.
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your username and password as provided by
Boardroom. In the ‘VAC/Username’ field enter
your username and in the ‘Postcode/Country
Code/Password’ field enter your password
and press Sign in.
WAM Microcap (WMI) AGM 2025
First Name
Last Name
WAM Microcap (WMI) AGM 2025
VAC/Username
Email
Postcode/Country Code/Password
Having trouble logging in?...
Having trouble logging in?...
Continue
Sign in
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Watching the meeting
- 4 On a desktop/laptop device, you will see the home tab on the left, which displays the meeting title and instructions. The webcast will appear automatically on the right. Press play and ensure your device is not muted.
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You can watch the webcast full screen, by selecting the full screen icon.
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To reduce the webcast to its original size, select the minimise icon.
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Close
HOME
VOTING
MESSAGING
Watching the meeting
On a desktop device, press play within the broadcast window on the right-hand
side to begin the presentation. On mobile devices, the broadcast window may
be minimised, press the broadcast icon to open the window and then press
play. Ensure that your device isn't muted and that the volume is turned up.
Voting
When voting starts, a voting icon will appear, and the resolutions will be
displayed. Select For, Against or Abstain to cast your vote. There is no enter
or send button. You may however cancel your vote and enter a new selection
while voting is open.
Asking text questions
Select the messaging icon, type your question in the 'Ask a question' box and
press the send button.
Asking audio questions
If you would like to ask a question, click on “Request To Speak” at the top of
the broadcast window and follow the instructions to join the audio questions
queue.
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wilsonassetmanagement.com.au Page 6 of 9 ABN 34 617 838 418
WAM Microcap Limited Notice of 2025 AGM
- 5 On a mobile device, select the Broadcast icon at the bottom of the screen to open the webcast. Press play and ensure your device is not muted.
During the meeting, mobile users can minimise the webcast at any time by selecting one of the other icons in the menu bar.
You will still be able to hear the meeting while the broadcast is minimised. Selecting the Broadcast icon again will reopen the webcast.
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On a desktop device, press play within the broadcast window on the right-hand side
to begin the presentation. On mobile devices, the broadcast window may be
minimised, press the broadcast icon to open the window and then press play.
Ensure that your device isn't muted and that the volume is turned up.
When voting starts, a voting icon will appear, and the resolutions will be displayed.
Select For, Against or Abstain to cast your vote. There is no enter or send button.
You may however cancel your vote and enter a new selection while voting is open.
Select the messaging icon, type your question in the 'Ask a question' box and press
the send button.
Click on “Request To Speak” at the top of the broadcast window and follow the
instructions to join the audio questions queue.
HOME VOTING MESSAGING BROADCAST
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BROADCAST
HOME VOTING MESSAGING BROADCAST
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Voting
6
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When the Chair declares the poll open:
-
A voting icon will appear on screen and the meeting resolutions will be displayed. To vote, select one of the voting options. Your response will be highlighted. To change your vote, simply select a different option to override.
There is no need to press a submit or send button. Your vote is automatically counted. Votes may be changed up to the time the Chair closes the poll.
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Poll Open Poll openPoll OpenPoll Open
You have voted on 0 of 2 items You have voted on 2 of 2 items
Resolution 1: Resolution text appears here. Resolution 1: Resolution text appears here.
Select a choice to send For - Vote received
For Against Abstain For Against Abstain
Cancel Cancel
Resolution 2: Resolution text appears here. Resolution 2: Resolution text appears here.
Select a choice to send For - Vote received
For Against Abstain For For Against Abstain
Cancel Cancel
HOME VOTING MESSAGING BROADCAST HOME VOTING MESSAGING BROADCAST
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WAM Microcap Limited wilsonassetmanagement.com.au Page 7 of 9 Notice of 2025 AGM ABN 34 617 838 418
Text Questions
- 7 To ask a written question, tap on the messaging icon , type your question in the box at the top of the screen and press the send button SEND .
Confirmation that your message has been received will appear.
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Messaging
SEND
0 / 1000
Welcome to the meeting. If you would like to submit a test question, type your
question in the chat box above and then press the send button.
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- 8 Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.
A copy of your sent questions, along with any written responses, can be viewed by selecting "MY MESSAGES".
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Messaging
SEND
0 / 1000
ALL MESSAGES
This is a copy of my question...
Wed 28 Oct 2024 13:43
Thanks for your question...
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Audio Questions
9 If you would like to ask a verbal question, click the ‘Request to Speak’ button at the top right corner of the broadcast window.
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Request to Speak
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-
The audio questions interface will now display.
-
10 Confirm your details, click 'Submit Request' and follow the instructions on screen to connect.
You will hear the meeting while you wait to ask your question.
BROADCAST
Return to broadcast
Please Read - Audio Question Instructions
If prompted, grant access to your microphone in the pop up box. Press the green "Join Queue" button below. Your Name: Example User If you are unable to connect via the web, you can connect via phone using the number below DIAL-IN NUMBER(s) +61000000000 When requested, your access PIN is 000000
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wilsonassetmanagement.com.au Page 8 of 9 ABN 34 617 838 418
WAM Microcap Limited Notice of 2025 AGM
Country Codes - Boardroom
For overseas shareholders, select your country code from the list below and enter it into the password field.
| ABW | Aruba | DOM | Dominican Republic | LAO | Lao Pdr | QAT | Qatar |
|---|---|---|---|---|---|---|---|
| AFG | Afghanistan | DZA | Algeria | LBN | Lebanon | REU | Reunion |
| AGO | Angola | ECU | Ecuador | LBR | Liberia | ROU | Romania Federation |
| AIA | Anguilla | EGY | Egypt | LBY | Libyan Arab Jamahiriya | RUS | Russia |
| ALA | Aland Islands | ERI | Eritrea | LCA | St Lucia | RWA | Rwanda |
| ALB | Albania | ESH | Western Sahara | LIE | Liechtenstein | SAU | Saudi Arabia |
| AND | Andorra | ESP | Spain | LKA | Sri Lanka | SDN | Sudan |
| ANT | Netherlands Antilles | EST | Estonia | LSO | Kingdom of Lesotho | SEN | Senegal |
| ARE | United Arab Emirates | ETH | Ethiopia | LTU | Lithuania | SGP | Singapore |
| ARG | Argentina | FIN | Finland | LUX | Luxembourg | SGS | Sth Georgia & Sandwich Isl |
| ARM | Armenia | FJI | Fiji | LVA | Latvia | SHN | St Helena |
| ASM | American Samoa | FLK | Falkland Islands (Malvinas) | MAC | Macao | SJM | Svalbard & Jan Mayen |
| ATA | Antarctica | FRA | France | MAF | St Martin | SLB | Soloman Islands |
| ATF | French Southern | FRO | Faroe Islands | MAR | Morocco | SCG | Serbia & Outlying |
| ATG | Antigua & Barbuda | FSM | Micronesia | MCO | Monaco | SLE | Sierra Leone |
| AUS | Australia | GAB | Gabon | MDA | Republic Of Moldova | SLV | El Salvador |
| AUT | Austria | GBR | United Kingdom | MDG | Madagascar | SMR | San Marino |
| AZE | Azerbaijan | GEO | Georgia | MDV | Maldives | SOM | Somalia |
| BDI | Burundi | GGY | Guernsey | MEX | Mexico | SPM | St Pierre and Miqueion |
| BEL | Belgium | GHA | Ghana | MHL | Marshall Islands | SRB | Serbia |
| BEN | Benin | GIB | Gibraltar | MKD | Macedonia Former Yugoslav Rep | STP | Sao Tome and Principle |
| BFA | Burkina Faso | GIN | Guinea | MLI | Mali | SUR | Suriname |
| BGD | Bangladesh | GLP | Guadeloupe | MLT | Malta | SVK | Slovakia |
| BGR | Bulgaria | GMB | Gambia | MMR | Myanmar | SVN | Slovenia |
| BHR | Bahrain | GNB | Guinea-Bissau | MNE | Montenegro | SWE | Sweden |
| BHS | Bahamas | GNQ | Equatorial Guinea | MNG | Mongolia | SWZ | Swaziland |
| BIH | Bosnia & Herzegovina | GRC | Greece | MNP | Northern Mariana Islands | SYC | Seychelles |
| BLM | St Barthelemy | GRD | Grenada | MOZ | Mozambique | SYR | Syrian Arab Republic |
| BLR | Belarus | GRL | Greenland | MRT | Mauritania | TCA | Turks & Caicos |
| BLZ | Belize | GTM | Guatemala | MSR | Montserra | TCD | Chad |
| BMU | Bermuda | GUF | French Guiana | MTQ | Martinique | TGO | Congo |
| BOL | Bolivia | GUM | Guam | MUS | Mauritius | THA | Thailand |
| BRA | Brazil | GUY | Guyana | MWI | Malawi | TJK | Tajikistan |
| BRB | Barbados | HKG | Hong Kong | MYS | Malaysia | TKL | Tokelau |
| BRN | Brunei Darussalam | HMD | Heard & McDonald Islands | MYT | Mayotte | TKM | Turkmenistan |
| BTN | Bhutan | HND | Honduras | NAM | Namibia | TLS | East Timor Republic |
| BUR | Burma | HRV | Croatia | NCL | New Caledonia | TMP | East Timor |
| BVT | Bouvet Island | HTI | Haiti | NER | Niger | TON | Tonga |
| BWA | Botswana | HUN | Hungary | NFK | Norfolk Island | TTO | Trinidad & Tobago |
| CAF | Central African Republic | IDN | Indonesia | NGA | Nigeri | TUN | Tunisia |
| CAN | Canada | IMN | Isle Of Man | NIC | Nicaragua | TUR | Turkey |
| CCK | Cocos (Keeling) Islands | IND | India | NIU | Niue | TUV | Tuvalu |
| CHE | Switzerland | IOT | British Indian Ocean Territory | NLD | Netherlands | TWN | Taiwan |
| CHL | Chile | IRL | Ireland | NOR | Norway | TZA | Tanzania |
| CHN | China | IRN | Iran Islamic Republic of | NPL | Nepal | UGA | Uganda |
| CIV | Cote D’ivoire | IRQ | Iraq | NRU | Nauru | UKR | Ukraine |
| CMR | Cameroon | ISL | Iceland | NZL | New Zealand | UMI | United States Minor Outlying |
| COD | Democratic Republic of Congo | ISM | British Isles | OMN | Oman | URY | Uruguay |
| COK | Cook Islands | ISR | Israel | PAK | Pakistan | USA | United States of America |
| COL | Colombia | ITA | Italy | PAN | Panama | UZB | Uzbekistan |
| COM | Comoros | JAM | Jamaica | PCN | Pitcairn Islands | VNM | Vietnam |
| CPV | Cape Verde | JEY | Jersey | PER | Peru | VUT | Vanuatu |
| CRI | Costa Rica | JOR | Jordan | PHL | Philippines | WLF | Wallis & Fortuna |
| CUB | Cuba | JPN | Japan | PLW | Palau | WSM | Samoa |
| CYM | Cayman Islands | KAZ | Kazakhstan | PNG | Papua New Guinea | YEM | Yemen |
| CYP | Cyprus | KEN | Kenya | POL | Poland | YMD | Yemen Democratic |
| CXR | Christmas Island | KGZ | Kyrgyzstan | PRI | Puerto Rico | YUG | Yugoslavia Socialist Fed Rep |
| CZE | Czech Republic | KHM | Cambodia | PRK | North Korea | ZAF | South Africa |
| DEU | Germany | KIR | Kiribati | PRT | Portugal | ZAR | Zaire |
| DJI | Djibouti | KNA | St Kitts And Nevis | PRY | Paraguay | ZMB | Zambia |
| DMA | Dominica | KOR | South Korea | PSE | Palestinian Territory | ZWE | Zimbabwe |
| DNK | Denmark | KWT | Kuwait | PYF | French Polynesia |
Need help?
If you require any help using this system prior to or during the meeting, please contact Boardroom on 1300 420 372.
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wilsonassetmanagement.com.au Page 9 of 9 ABN 34 617 838 418
WAM Microcap Limited Notice of 2025 AGM
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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 2:15pm (AEDT) on Monday 17 November 2025
To vote online
Step 1: Visit https://www.votingonline.com.au/wammicrocapagm2025
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 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 shareholder of the Company. Do not write the name of the issuer Company or the registered shareholder 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 shares 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.
Step 3 Sign the form
The form must be signed as follows:
Individual: this form is to be signed by the shareholder.
Joint holding: where the holding is in more than one name, all the shareholders 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 2:15pm (AEDT) on Monday 17 November 2025 . Any proxy and question form received after that time will not be valid for the scheduled meeting.
(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 shares will be voted in accordance with such a direction unless you indicate only a portion of shares 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 shares, 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 share registry.
Proxy and question forms may be lodged using the enclosed reply paid envelope or:
-
Online https://www.votingonline.com.au/wammicrocapagm2025
-
By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
-
In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
Attending the meeting
To participate in person, please bring this form with you to assist registration. To participate electronically, please refer to the AGM Online User Guide which forms pages 5-9 of the Notice of Meeting.
ABN 34 617 838 418
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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. Shareholders sponsored by a broker should advise their broker of any changes.
Please note, you cannot change ownership of your shares using this form.
Proxy and question form
Step 1 Appoint a proxy
I/We being a member/s of WAM Microcap Limited (Company) and entitled to attend and vote hereby appoint:
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman 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 Chairman of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held as a hybrid meeting simultaneously via https://meetings.lumiconnect.com/300-479-738-215 and at Museum of Sydney, Warrane Theatre, Corner of Bridge Street & Phillip Street, Sydney NSW 2000 on Wednesday 19 November 2025 at 2:15pm (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.
Chairman of the Meeting authorised to exercise undirected 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 and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chairman 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 Microcap Limited.
The Chairman of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1) . If you wish to appoint
the Chairman 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 |
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| Resolution 2 To re-elect Ms Kate Thorley as a Director |
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| Step 3 Signature of Shareholders | ||||||
| This form must be signed to enable your directions to be implemented. | ||||||
| Individual or Shareholder 1 Shareholder 2 |
Shareholder 3 | |||||
| Sole Director and Sole Company Secretary Director |
Director/Company Secretary | |||||
| Contact Name_____ Contact Daytime Telephone_____ |
Date | / | / | 2025 | ||
| 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.