WAM Active : IGNORE KBC INVALID documents, refer to updated NOM from WAA

IGNOREdefective Keybridge documents sent to you DIRECTORS DO NOT SUPPORTKeybridge's resolutions

16 February 2022 ASX announcement

For personal use only

WAM Active Limited (ASX: WAA) (WAM Active) advises that on 14 February 2022 it received a purported notice of

meeting (Keybridge Notice) from Keybridge Capital Limited (ASX: KBC) (Keybridge). The Keybridge Notice seeks to call a WAM Active general meeting on 17 March 2022 (Meeting) under section 249F of the Corporations Act 2001 (Cth) (Corporations Act).

To summarise its material terms, the Keybridge Notice proposes resolutions to elect six new directors. WAM Active understands the defective Keybridge Notice has been posted to shareholders.

The enclosed official "Notice of General Meeting: Change of Venue - Online Attendance" sets out the resolutions proposed, along with the correct meeting details for online attendance.

WAM Active has not received any information from Keybridge on the directors proposed. On the information available, neither Mr Bolton, nor his associated parties, possess the appropriate qualifications or experience to act as directors of an ASX listed entity.

IGNOREKeybridge proxy form - Keybridge's Notice is DEFECTIVE

WAM Active has serious concerns that, while Keybridge holds more than 5% of WAM Active ordinary shares and is therefore entitled to call a general meeting, it has not properly exercised this right.

As a significant shareholder in Keybridge, WAM Active also has long-standing concerns about the conduct and corporate governance of Keybridge and their continued waste of shareholder funds. This is another case in point.

Keybridge's actions, including its DISINGENUOUSand FRIVOLOUSannouncement of a potential proposed takeover bid for WAM Active, show a disturbing disregard for good corporate governance.

WAM Active will provide Official Proxy Form and Online Access: protecting shareholder rights to VOTEat the Meeting

WAM Active asks you to IGNOREthe defective Keybridge Notice sent to you on 14 February 2022 and VOTEat the WAM Active meeting.

The WAM Active Board believes fundamentally in good corporate governance and shareholder rights, including the right to call a valid meeting of shareholders. The Keybridge Notice is defective in several material respects, which WAM Active has resolved to remedy by ensuring the Meeting is held in the usual way as required under section 249F of the Corporations Act.

This includes online attendance and voting. WAM Active wants all shareholders to be able to participate as usual, with proper safeguards in place in relation to proxies and voting. WAM Active will therefore ensure the Meeting can proceed in the usual and proper way, by:

• changing the Meeting host venue to Sydney, the usual city and State of WAM Active's meetings, with all shareholder attendance online;
• issuing valid proxy forms;
• providing online:

1. meeting attendance viahttp://web.lumiagm.com/324220398; and

1. voting facilities athttps://www.votingonline.com.au/wamactivegm2022

As Keybridge is responsible for all Meeting expenses, all associated costs will be invoiced to Keybridge and will not be incurred by WAM Active.

	wilsonassetmanagement.com.au	[e-mail]	Page 1 of 3
ABN 49 126 420 719	Telephone. + 61 2 9247 6755	Level 26, Governor Phillip Tower
Fax. [phone]	1 Farrer Place

Sydney NSW 2000 Australia

For personal use only

Meeting venue changed: shareholder attendance online

Enclosed is a copy of the official Notice of General Meeting (Change of Venue - Online Attendance) (Official Notice) and proxy form (Official Proxy Form) for the Meeting, which is being sent to WAM Active shareholders.

Important Meeting details: Thursday, 17 March 2022 10:00am (Sydney time)

In order to minimise health risks created by the COVID-19 pandemic and to ensure compliance with public health orders, the Meeting will be conducted online. WAM Active shareholders and their proxies, attorneys or corporate representatives will not be able to attend a physical Meeting.

WAM Active shareholders and their proxies, attorneys or corporate representatives will be able to participate in the Meeting through an online platform via the following website:

http://web.lumiagm.com/324220398

Information on how to participate in the virtual Meeting is outlined in the Meeting Online User Guide attached to the Official Notice.

Your Board DOES NOT SUPPORT ANY OF THE RESOLUTIONS

WAM Active's Board does not support any of the resolutions being proposed by Keybridge and each of them will be voting all shares under their control AGAINSTall resolutions at the Meeting.

We ask you to IGNOREthe defective Keybridge Notice. Please refer to the Official Notice and Official Proxy Form for information regarding the Meeting and how to ensure your vote is counted.

Do not complete the defective documentation provided by Keybridge. Voting on defective documentation provided by Keybridge will invalidate your vote. Vote using the proxy forms provided by WAM Activeor via the online voting facility to ensure your vote is counted.

WAM Active's Board will continue to focus on the company's strategic goals and delivering on its investment objectives for shareholders.

WAM Active has consistently performed over the long term

WAM Active remains focused on taking the least risk possible to protect shareholders' capital. The investment portfolio has returned 11.2%* per annum since inception, which has been delivered with less volatility than the market, outperforming the S&P/ASX All Ordinaries Accumulation Index by 6.1% per annum and the Bloomberg AusBond Bank Bill Index (Cash) by 8.4% per annum.

Since inception, WAM Active has paid 80.7 cents per share in fully franked dividends to shareholders.

Your vote is important

If you do not vote, Keybridge will be able to take control of WAM Active without paying any premium. Your vote is important to ensure that this does not happen.

Please submit your proxy appointment online through WAM Active's share registry's website at https://www.votingonline.com.au/wamactivegm2022or by posting or delivering the Official Proxy Form to WAM Active's share registry (details are included in the Official Proxy Form).

Under no circumstances should Proxy Forms be returned to Keybridge. If you have already returned your proxy form to Keybridge you should contact Chief Financial Officer Jesse Hamilton on 0401 944 807 or Head of Operations Martyn McCathie on 0433 312 603 to discuss your options, so as to ensure your important vote is valid and counted.

For your vote to count, proxies must be received by WAM Active not later than 10:00am (Sydney time) on Tuesday, 15 March 2022.

If you have any questions, please call Chairman Geoff Wilson AO on 02 9247 6755, Chief Financial Officer Jesse Hamilton on 0401 944 807 or Head of Operations Martyn McCathie on 0433 312 603.

This announcement has been authorised by the Board of WAM Active Limited.

^Investment portfolio performance is before expenses, fees and taxes to compare to the relevant index which is also before expenses, fees and taxes.

	wilsonassetmanagement.com.au	[e-mail]	Page 2 of 3
ABN 49 126 420 719	Telephone. + 61 2 9247 6755	Level 26, Governor Phillip Tower
Fax. [phone]	1 Farrer Place

Sydney NSW 2000 Australia

For personal use only

About WAM Active

WAM Active Limited (ASX: WAA) has an investment management agreement with Wilson Asset Management. Listed in January 2008, WAM Active provides investors with exposure to an active trading style with the aim of achieving a sound return with a low correlation to traditional markets. The Company's investment objectives are to deliver a regular income stream via fully franked dividends, provide a positive return with low volatility, after fees, over most periods of time, and to preserve capital.

About Wilson Asset Management

Wilson Asset Management has a track record of making a difference for shareholders and the community for more than 20 years. As the investment manager for eight leading LICs: WAM Capital, WAM Leaders, WAM Global, WAM Microcap, WAM Alternative Assets, WAM Strategic Value, WAM Research and WAM Active, Wilson Asset Management invests over $5.4 billion on behalf of more than 120,000 retail investors. Wilson Asset Management is the creator and lead supporter of Future Generation Australia and Future Generation Global, a passionate advocate for retail investors and a member of the global philanthropic Pledge 1% movement.

For further information, visit wilsonassetmanagement.com.auor contact:

Geoff Wilson AO	Kate Thorley	Jesse Hamilton	Martyn McCathie
Chairman &	Chief Executive Officer	Chief Financial Officer	Head of Operations
Chief Investment Officer	[phone]	[phone]	[phone]
[phone]	0405 115 644	0401 944 807	0433 312 603

	wilsonassetmanagement.com.au	[e-mail]	Page 3 of 3
ABN 49 126 420 719	Telephone. + 61 2 9247 6755	Level 26, Governor Phillip Tower
Fax. [phone]	1 Farrer Place

Sydney NSW 2000 Australia

For personal use only

NOTICE OF MEETING

TO SHAREHOLDERS OF

WAM ACTIVE LIMITED

ABN 49 126 420 719

CONVENED UNDER SECTION 249F OF THE

CORPORATIONS ACT 2001 (CTH)

CHANGE OF VENUE

ONLINE ATTENDANCE

Time and	10:00am (AEDT)
Date of Meeting:	on Thursday, 17 March 2022
Access:	http://web.lumiagm.com/324220398

IMPORTANT NOTICE

The General Meeting has been convened by shareholder, Keybridge Capital Limited (ASX: KBC), pursuant to section 249F of the Corporations Act 2001 (Cth).

This document is important and requires your immediate attention. If you are unsure what to do or have any questions in relation to the General Meeting, you should contact your legal, financial or other professional adviser. If you have already sold all of your WAA shares, please ignore this document.

In order to minimise health risks created by the COVID-19 pandemic and to ensure compliance with public health orders, the General Meeting will be conducted online. WAM Active shareholders and their proxies, attorneys or corporate representatives will not be able to attend a physical General Meeting.

WAM Active shareholders and their proxies, attorneys or corporate representatives will be able to participate in the General Meeting through an online platform via the website http://web.lumiagm.com/324220398.The online platform enables participants to listen to the General Meeting live, vote on the relevant resolutions in real time and ask questions online.

Information on how to participate in the virtual General Meeting is outlined in the Meeting Online User Guide attached.

WAM Active strongly encourages WAM Active shareholders to consider voting online or lodging a directed proxy before the General Meeting if they are not able to participate in the General Meeting.

For personal use only

NOTICE OF GENERAL MEETING:

CHANGE OF VENUE - ONLINE ATTENDANCE

NOTICE IS GIVEN that a General Meeting of WAM Active Limited ABN 49 126 420 719 (ASX: WAA) (WAA or Company) will be held wholly virtually via http://web.lumiagm.com/324220398at 10:00am (AEDT) on Thursday, 17 March 2022.

This General Meeting was called under section 249F of the Corporations Act 2001 (Cth) (Corporations Act) by Keybridge Capital Limited ACN 088 267 190 (Keybridge or Convening Shareholder).

Keybridge, is a member of the Company, with more than 5% of the votes that may be cast at a General Meeting of the Company.

In order to minimise health risks created by the COVID-19 pandemic and to ensure compliance with public health orders, the Notice has been amended to change the venue from a physical venue to being conducted online, allowing shareholders to participate virtually. While the meeting will be hosted online from the Company's registered office by certain of the Company's directors and company secretary, WAM Active shareholders and their proxies, attorneys or corporate representatives will not be able to attend a physical General Meeting.

AGENDA

BUSINESS

To consider and, if thought fit, to pass, with or without amendment, the following resolutions, each as ordinary resolutions:

RESOLUTION 1 - APPOINTMENT OF NICHOLAS FRANCIS JOHN BOLTON AS A DIRECTOR

"That Nicholas Francis John Bolton be appointed as a Director of the Company, with immediate effect."

Directors' Voting: The directors of the Company DO NOT SUPPORT THE RESOLUTIONand in respect of shares held will VOTE THEIR OWN SHARES AGAINSTResolution 1.

RESOLUTION 2 - APPOINTMENT OF ANDREW THOMAS BROADFOOT QC AS A DIRECTOR

"That Andrew Thomas Broadfoot be appointed as a Director of the Company, with immediate effect."

Directors' Voting: The directors of the Company DO NOT SUPPORT THE RESOLUTIONand in respect of shares held will VOTE THEIR OWN SHARES AGAINSTResolution 2.