JATCORP LIMITED — AGM Information 2014

Oct 30, 2014

JATENERGY LIMITED

ABN 31 122 826 242

NOTICE OF 2014 ANNUAL GENERAL MEETING

TIME : 9.00am (EST) DATE : Friday, 28 November 2014

PLACE : c/- Walker Wayland, Level 11, 60 Castlereagh Street, Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 9571 8300

I. CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	15
Proxy Form	17
II. IMPORTANT INFOR MATION

A. TIME AND PLACE OF MEETING AND HOW TO VOTE

The Annual General Meeting of the Shareholders of Jatenergy Limited to which this Notice of Meeting relates will be held at 9.00am (EST) on Friday, 28 November 2014, at Walker Wayland, Level 11, 60 Castlereagh Street, Sydney, New South Wales.

B. YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

C. VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the time and place set out above.

D. VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the annual general meeting are those who are registered Shareholders as at 9.00am (EST) on Wednesday 26 November 2014.

E. VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form by:

• (a) post to Jatenergy Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont, NSW 2009;

• (b) facsimile to the Company on facsimile number (+61 2) 9571 8200; or

• (c) email to the Company at s.birkin@jatenergy.com,

so that it is received not later than 9.00am (EST) on Wednesday, 26 November 2014.

Proxy forms received later than this time will be invalid.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• Each Shareholder has a right to appoint a proxy;

• The proxy need not be a Shareholder of the Company; and

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• A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and

• may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or the number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act as they apply to this meeting. Broadly the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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III. NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Jatenergy Limited will be held at the offices of Walker Wayland, Level 11, 60 Castlereagh Street, Sydney at 9.00am (EST) on Friday, 28 November 2014.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

A. AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2014 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2014.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

• (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ANTHONY CRIMMINS

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

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“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Anthony Crimmins, a Director retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – ELECTION OF DIRECTOR – MR WILTON YAO

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Wilton Yao, a Director having been appointed to fill a casual vacancy until the next general meeting retires, and being eligible, is elected as a Director.”

4. RESOLUTION 4 – ELECTION OF DIRECTOR – MR IAN GEBBIE

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Ian Gebbie, a Director having been appointed to fill a casual vacancy until the next general meeting retires, and being eligible, is elected as a Director.”

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES – HAJEK

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 5,000,000 Shares at an issue price of $0.02 per Share to Hajek, for the purpose and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – APPROVAL TO ISSUE SHARES ON CONVERSION OF CONVERTING LOAN – ZHOU

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approval is given for the Directors to issue 10,000,000 Shares on conversion of a converting loan in the amount of $200,000, for the purpose and on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 –– APPROVAL OF ISSUE OF SHARES - ZHOU

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

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue 15,000,000 Shares at an issue price of $0.02 per Share to Zhou, for the purpose and on the terms set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 –– APPOINTMENT OF AUDITOR – HALL CHADWICK

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

“That subject to the Australian Securities and Investments Commission having granted its consent to the resignation of Grant Thornton as auditor of the Company, Hall Chadwick be appointed auditor of the Company from the close of this Annual General Meeting.”

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9. SPECIAL RESOLUTION 9 – CAPACITY TO ISSUE ADDITIONAL 10% OF SECURITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any persons who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares and any associates of those persons, if this Resolution is passed. However, the Company will not disregard a vote if 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 if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

BY ORDER OF THE BOARD GRAEME HOGAN COMPANY SECRETARY

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IV. EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at the offices of Walker Wayland, Level 11,60 Castlereagh Street, Sydney at 9.00am (EST) on Friday, 28 November 2014.

This purpose of this Explanatory Statement is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2014 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

There is no requirement under the Corporations Act or the Constitution for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders as a whole to ask questions or make comments on the management of the Company. Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.jatenergy.com.

The Chairman will also allow a reasonable opportunity for Shareholders as a whole to ask the Company’s auditor questions relevant to:

• The preparation and content of the Auditor’s Report;

• The conduct of the audit;

• Accounting policies adopted by the Company in relation to the

• preparation of the financial statements; and

• The independence of the auditor in relation to the conduct of the audit.

In addition to asking questions at the Meeting, Shareholders entitled to cast a vote at the Meeting may submit a written question to the Company’s auditor if the question is relevant to:

• The content of the Auditor’s Report to be considered at the Meeting; or

• The conduct of the audit of the financial Report to be considered at the

• Meeting.

Written questions must be submitted no later than 26 November 2014 to:

Mr Anthony Crimmins Executive Chairman Jatenergy Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont, NSW 2009

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2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2014.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

Pursuant to Section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The vote on the resolution is advisory only and does not bind the Directors or the Company. However, the Corporations act provides that if the resolution receives a “no” vote of 25% or more of votes cast at the Meeting, the Company’s subsequent Remuneration Report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take the outcome of the resolution into account when reviewing the remuneration practices and policies of the Company.

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote . Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ANTHONY CRIMMINS

Clause 13.2 of the Company’s Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), must retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for reelection.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

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The Company currently has 4 directors and accordingly at least 1 must retire.

Mr Anthony Crimmins will retire by rotation at this Annual General Meeting and seeks re-election. The Directors, other than Mr Crimmins, recommend this resolution is passed.

The Directors (other than Mr Crimmins) recommend Shareholders vote in favour of re-electing Mr Crimmins.

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MR WILTON YAO

Clause 13.4 of the Company’s Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is eligible for re-election.

Mr Yao retires as a Director, having been appointed as a Director to fill a casual vacancy on 26 November 2013 and being eligible and seeks re-election.

The Directors, other than Mr Yao, recommend Shareholders vote in favour of reelection of Mr Yao.

5. RESOLUTION 4 –ELECTION OF DIRECTOR – MR IAN GEBBIE

Clause 13.4 of the Company’s Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is eligible for re-election.

Mr Gebbie retires as a Director, having been appointed as a Director to fill a casual vacancy on 5 December 2013 and being eligible and seeks re-election.

The Directors, other than Mr Gebbie, recommend Shareholders vote in favour of re-election of Mr Gebbie.

6. RESOLUTION 5 – APPROVAL OF PRIOR PLACEMENT -HAJEK

On 26 May 2014 Adam Hajek provided the Company with a $100,000 converting loan. On 23 July 2014, the Company elected to convert the loan by issuing 5,000,000 Shares at an issue price of $0.02 per Share.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing rule 7.4 for the issue of those Shares (Ratification).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month

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period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (an provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

6.1 Technical Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule7.5, the following information is provided in relation to the Ratification:

• a) 5,000,000 Shares were issued;

• b) The Shares were issued on 23[rd] July 2014;

• c) The issue price was $0.02 per Share;

• d) The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• e) The Shares were issued to Adam Hajek, an existing substantial shareholder of the Company; and

• f) The funds were used to mine mobilisation at Jong Kang I and II coal mines in Indonesia.

The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

7. RESOLUTION 6 – APPROVAL OF ISSUE OF SHARES ON CONVERSION OF CONVERTING LOAN - ZHOU

On 2 September 2014 the Company raised $200,000 from Mr Zhou Xuan Feng under a Converting Loan Agreement.

Subject to the receipt of Shareholder approval pursuant to Resolution 6, the funds advanced to the Company under the Converting Loan will be converted to Shares at an issue price of $0.02 per Share. It is the intention of the Directors if this Resolution is approved to convert this Converting Loan as soon as practical following this Annual General Meeting. The Loan may only be converted by the approval of Shareholders. Mr Zhou does not have the election to convert the Converting Loan.

Resolution 6 seeks Shareholder approval pursuant to ASX Listing Rule 7,1 for the issue of 10,000,000 Shares on conversion of the Converting Loan in the amount of $200,000.

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ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 6 will be to allow the Directors to issue 10,000,000 Shares within a period of 3 months after the Annual General Meeting (or longer period if allowed by the ASX), without using the Company’s annual 15% placement capacity.

7.1 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares:

• a) The maximum number of securities to be used upon conversion of the $200,000 Converting Loan is 10,000,000 Shares;

• b) The deemed issue price will be $0.02 per Share;

• c) The conversion of the Converting Loan is only available at the approval of Shareholders;

• d) The Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules. It is the intention of the Directors that if this Resolution 6 is passed the Converting Loan will be converted as soon as practical following this Annual General Meeting;

• e) The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• f) The Shares will be issued to Zhou Xuan Feng of his nominee(s), being the lender under the Converting Loan. Mr Zhou Xuan Feng is not a related party of the Company; and

• g) The funds have been and will be used for general working capital purposes including office and administration costs of the Company.

The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

7.2 Further Information relating to Converting Loans

The loan funds are intended to be converted into 10,000,000 Shares, subject to the Company obtaining Shareholder approval to the Conversion of the issue of Shares. At present the Converting Loans are a liability of the Company, repayable or convertible at the Company’s sole discretion and in accordance with their terms.

Further key terms of the Converting Loans include:

• a) Interest on the Converting Loan is to be computed on a daily basis on a year of 365 days;

• b) The rate of interest payable on the Converting Loan is 5% per annum; and

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• c) If Shareholder approval is not obtained the Converting Loans will remain a liability of the Company.

7.3 Use of Funds

The funds raised under the Converting Loan have been and will be used for general working capital purposes including office and administration costs of the Company.

7.4 Dilutionary Effect of the Securities

The Dilutionary effect of the securities issued under this Converting Loan agreement is set out in Schedule 1 below.

8. RESOLUTION 7 – APPROVAL OF ISSUE OF SHARES - ZHOU

The Company is seeking Shareholder approval to the proposed issue of up to 15,000,000 Shares to Mr Zhou Xuan Feng so that this number is not included in the 15% calculation set out in ASX Listing Rule 7.1. A summary of ASX Listing Rule 7.1 is set out in Section 6. The effect of Resolution 7 will be to allow the Directors to issue the Shares pursuant to the future placement during the period of 3 months after the Meeting (or longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

8.1 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the future placement:

• a) The maximum number of Shares which may be issued pursuant to Resolution 7 is 15,000,000 Shares;

• b) The Shares will be issued to Mr Zhou Xuan Feng within 3 months after the date of the Meeting (or later to the extent permitted by any ASX waiver of the ASX Listing Rules);

• c) The issue price will be the higher of $0.02 per Share or not less than 80% of the volume weighted average price of Shares on the ASX over the last 5 days on which sales in the Shares were recorded before the day on which the issue is made;

• d) The Shares are proposed to be issued to Mr Zhou Xuan Feng or his nominee;

• e) The Shares issued will be fully paid ordinary Shares in the capital of the company issued on the same terms and conditions as the Company’s existing Shares; and the Company proposes to use the funds raised by the issue of the Shares for general working capital purposes including office and administration costs of the Company.

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9. RESOLUTION 8 – APPOINTMENT OF AUDITOR – HALL CHADWICK

The Board has determined that the Company wishes to appoint Hall Chadwick (“Hall Chadwick”) as auditor of the Company. Management have asked for and received the resignation of its former auditor, Grant Thornton.

The Company has reviewed the role of auditor and, being conscious of the need for effective cost management but mindful to maintain audit quality, consider the appointment of Hall Chadwick will result in cost savings without diminishing the quality of the audit of the Company.

In accordance with section 329(5) of the Corporations Act, Grant Thornton has sought consent from ASIC to resign as auditor of the Company with effect from the end of the Annual General Meeting. Once ASIC notifies Grant Thornton and the Company that it consents to Grant Thornton’s resignation, Grant Thornton will give notice of resignation to the Company with effect from the end of the Annual General Meeting. The Company has received a notice from Mr George Sim, being a member, nominating Hall Chadwick as the new auditor of the Company. In accordance with section 328B of the Corporations Act, a copy of the notice of nomination of Hall Chadwick received by the Company from Mr George Sim is attached as Annexure A.

In accordance with the Corporations Act 2001 there is a requirement for Shareholders to approve the appointment of Hall Chadwick as the auditor of the Company.

If ASIC consents to Grant Thornton’s resignation as the Company’s auditor, the Directors unanimously recommend that Shareholders vote in favour of the appointment of Hall Chadwick as the Company’s auditor. If ASIC does not consent to Grant Thornton’s resignation as the Company’s auditor, Grant Thornton will continue as the Company’s auditor and Resolution 8 will not be put to the meeting.

The Directors of the Company believe Resolution 8 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

10. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT FACILITY

12.1 General

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue equity securities up to 10% of its issued capital ( 10% placement capacity ).

The Company is an eligible entity.

The number of Equity Securities the Eligible entity may issue under the 10% placement capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 5.2 below).

The effect of Resolution 9 will be to allow the company to issue equity securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% placement capacity during the period up to 12 months after the meeting, without subsequent shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing rule 7.1.

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Resolution 9 is a special resolution. Accordingly, at least 75% of votes cast by shareholders present and eligible to vote at the Meeting must be in favour of Resolution 9 for it to be passed.

The Directors of the Company believe Resolution 9 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

12.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an eligible entity to seek shareholder approval at its annual general meeting to issue equity securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An eligible entity is one that, as at the date of the relevant annual general meeting:

• (a) Is not included in the S&P/ASX 300 Index; and

• (b) Has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $2,279,877 (assuming a share price of 2.1 cents being the last sale price 17 October 2014).

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue one classes of Equity Securities being:

• Shares (ASX Code: JAT).

The exact number of equity securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of the issue or agreement:

• a) Plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• b) Plus the number of partly paid shares that became fully paid in the 12 months;

• c) Plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

• d) Less the number of fully paid shares cancelled in the 12 months.

• D Is 10%

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• E Is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

4.3 Technical Information required by Listing Rule 7.1A

Pursuant to and is accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 9:

(a) Minimum Price

The minimum price at which the equity securities may be issued is 75% of the volume weighted average price of equity securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) The date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% placement capacity commencing on the date of the meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) The date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (a disposal of main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid)( 10% placement capacity period).

(c) Rick of voting dilution

Any issue of equity securities under the 10% placement capacity will dilute the interests of shareholders who do not receive any shares under the issue.

If Resolution 9 is approved by shareholders and the Company issues the maximum number of equity securities available under the 10% placement capacity, the economic and voting dilution of existing shareholders would be as shown in the table below.

The table below shows the dilution of existing shareholders calculated in accordance with the formula outlined in ASX Listing rule 7.1A(2), on the basis of the current market price of shares and the current number of equity securities on issue as at the date of this notice.

The table also shows the voting dilution impact where the number of shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of shares issued under the 10% placement capacity.

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Variable ‘A’ in Listing Rule 7.1A.2
			Dilution
		$0.010 50% decrease in Issue Price	$0.021 Issue Price	$0.042 100% increase in Issue Price
Current Variable A 108,565,568 Shares	Shares issued - 10% Voting Dilution
		10,856,556 Shares	10,856,556 Shares	10,856,556 Shares
	Funds raised	$108,565	$227,988
				$455,975
50% increase in current Variable A 162,848,352 Shares	Shares issued - 10% Voting Dilution
		16,284,835 Shares	16,284,835 Shares	16,284,835 Shares
	Funds raised	$162,848	$341,982	$683,963
100% increase in current Variable A 217,131,136 Shares	Shares issued - 10% Voting Dilution
		21,713,113 Shares	21,713,113 Shares	21,713,113 Shares
	Funds raised	$217,131	$455,975	$911,951

• The number of shares on issue (Variable A in the formula) could increase as a result of the issue of shares that do not require shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with stakeholder approval under Listing Rule 7.1.

The table has been prepared on the following assumptions:

• (i) There are currently 108,565,568 existing Shares on issue as at the date of this Notice of Meeting.

• (ii) The issue price is $0.021, being the closing price of the Shares on ASX on 17 October 2014.

• (iii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (iv) No Listed Options or Employee Incentive Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of Equity Securities.

• (v) Resolution 11 of this meeting is approved.

• (vi) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (vii) The table does not show an example of dilution that may be caused to any particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

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• (viii) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (ix) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into shares for the purposes of calculating the voting dilution effect on existing Shareholders.

• (x) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (xi) The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the 10% placement capacity, based on that shareholder’s holding at the date of the Meeting;

• (xii) The table does not include the effect of approval of Resolutions 6, 7,8 or 9 by Shareholders at this Meeting.

Shareholders should note that there is a risk that:

• (i) The market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) The Shares may be issued at a price that is at a discount to the market price for those shares on the date of issue.

(d) Purpose of Issue under 10% placement capacity

The Company may issue quoted equity securities under the 10% placement capacity for the following purposes:

• (xiii) Non-cash consideration for the acquisition of new resources assets and investments. In such circumstances the company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (i) Cash consideration. In such circumstances, the Company intends to use the funds raised towards further development of its existing assets, including its Coal Plus technology or general working capital or an acquisition of new assets or investments (including expense associated with such acquisition).

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any equity securities.

(e) Allocation policy under 10% placement capacity

The Company’s allocation policy for the issue of equity securities under the 10% placement capacity will be dependent on the prevailing market conditions at the time of any proposed placement(s).

The recipients of the equity securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of equity securities could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company.

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The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) The purpose of the issue;

• (ii) Alternative methods for raising funds available to the company at that time, including, but not limited to, an entitlement issue or other offer where existing shareholders may participate;

• (iii) The effect of the issue of the Equity Securities on the control of the Company;

• (iv) The circumstances of the Company, including but not limited to, the financial situation and solvency of the Company; and

• (v) Prevailing market conditions; and

• (vi) Advice from corporate, financial and broking advisers (if applicable).

Further, if the company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Facility will be vendors of the new resources, assets or investments.

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 27 November 2013 ( Previous Approval ).

At the date of this Notice of Meeting, the Company has issued 1,887,665 fully paid ordinary shares pursuant to that approval (see Appendix 3B issued 8th October 2013). The issue price of 3 cents was a premium to the last sale price (on 4[th] October 2013) for shares traded on the ASX.

During the 12 month period, the Company otherwise issued a total of 8,112,335 ordinary fully paid shares which represents approximately 6.0% of the total diluted number of equity securities on issue in the Company on 27 November 2013, which was 135,464,115.

No options or other class of equity securities were issued during the period. 31,898,547 Listed Options expired unexercised on 1 March 2014.

On 28[th] May 2014 the Company issued a converting loan for $100,000 which was converted into 5,000,000 Shares at a deemed issue price of 2 cents.

On 2[nd] September 2014 the Company issued a converting loan for $200,000 which can be converted at the Company’s discretion into 10,000,000 Shares at a deemed issue price of 2 cents.

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Further details of the issues of Shares by the Company during the 12 month period preceding the date of the Meeting are:-

Date	Quantity	Recipients	Issue Price & discount to Market Price	Form of Consideration
Issue – 7th October 2013 App 3B – 8th October 2013	5,000,000	Jiangxi Resources Limited	3 cents (premium of 3% to the closing price of 2.9 cents on 4 October 2013 being the last sale in the Company’s shares prior to this issue of Shares)	Cash The funds received of $150,000 were to be used for general working capital purposes. All funds have been expended on general working capital.
Issue – 23rd July 2014 App 3B – 23rd July 2014	5,000,000	Adam Hajek	2 cents (premium of 100% to closing sale price of 1 cent on 13 May 2014) (It is a premium of 11% to the closing sale price of 1.8 cents of 16 July 2014, being the last sale in the Company’s shares prior to this issue of Shares)	Conversion of converting loan provided 28thMay 2014 The funds received of $100,000 were to be used for mine mobilisation of Jong Kang I and II coal mines in Indonesia. Approximately $70,000 of the funds received has been spent on mine mobilisation at Jong Kang I and II coal mines. It is proposed to use the balance of the funds on operational expenses of the Jong Kang I and II coal mines.

Voting Exclusion

A voting exclusion statement is included in the Notice. At the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of the equity securities. Therefore, no existing shareholders will be excluded from voting on Resolution 9.

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11. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 2 9571 8300 if they have any queries in respect of the matters set out in these documents.

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V. GLOSSARY

$ means Australian dollars.

10% Placement Period has the meaning given in Section 12.1 of the Explanatory Statement.

Annual General Meeting or AGM or Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Jatenergy Limited (ACN 122 826 242).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) Is not included in the S&P/ASX 300 Index;

• (b) Has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities has the same meaning as in the Listing Rules.

EST means Eastern Standard Time as observed in Sydney, New South Wales.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

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Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2014.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

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PROXY FORM

APPOINTMENT OF PROXY JATENERGY LIMITED ABN 31 122 826 242

2014 ANNUAL GENERAL MEETING

I/We

being a member of Jatenergy Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 9.00am (EST), on Friday, 28 November 2014 at the offices of Walker Wayland, Level 11, 60 Castlereagh Street, Sydney, NSW, 2000 and at any adjournment thereof.

Important Proxy Notice for Resolution 1: Where your proxy is the Chair of the Meeting, or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member:

(a) if you have not directed your proxy to vote on Resolution 1, your proxy will be prevented from casting your votes on Resolution 1; and

(b) in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1 .

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy please place a mark in this box.

The Chair of the Annual General Meeting intends to vote undirected proxies in favour of Resolutions 2 to 11, and will not cast undirected proxies in favour of Resolution 1 – Remuneration Report.

Voting on Business	of the Annual General Meeting
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Anthony Crimmins
Resolution 3	Re-election of Director – Mr Wilton Yao
Resolution 4	Re-election of Director – Mr Ian Gebbie
Resolution 5	Approval of Prior Placement – Hajek
Resolution 6	Approval of Issue of Shares – Converting Loan Zhou
Resolution 7	Approval of Future Issue of Shares – Zhou
Resolution 8	Appointment of Auditor – Hall Chadwick
Resolution 9	Capacity to issue additional 10% of securities

FOR AGAINST ABSTAIN

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary

Contact Name: _____ Contact Ph (daytime): _________

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JATENERGY LIMITED ABN 31 122 826 242

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

Unless authorised by ASIC, if a member of Key Management Personnel or their Closely Related Parties is appointed as a proxy, they are not permitted to vote undirected proxies on remuneration matters (arising directly or indirectly in connection with remuneration of Key Management Personnel), related party benefit matters under Chapter 2E of the Corporations Act and any spill resolutions. However, the chair may vote a proxy that does not specify how it is to be voted, provided the member who has lodged the proxy has provided their consent in the proxy form for the chair to exercise the proxy in its discretion (save in relation to the remuneration report where a direction is required).

1. ( New sections 250BB and 250BC of the Corporations Act ): These sections came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

2. if proxy holders vote, they must cast all directed proxies as directed; and

3. any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

1. ( Signing Instructions ):

2. ( Individual ): Where the holding is in one name, the member must sign.

3. ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

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

5. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

6. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

7. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

8. (a) post to Jatenergy Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont, NSW 2009;

9. (b) facsimile to the Company on facsimile number (+61 2) 9571 8200; or

10. (c) email to the Company at s.birkin@jatenergy.com,

so that it is received not later than 9.00am (EST) on Wednesday, 26 November 2014.

Proxy forms received later than this time will be invalid.

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