JATCORP LIMITED — Proxy Solicitation & Information Statement 2017

May 29, 2017

==> picture [188 x 57] intentionally omitted <==

JATENERGY LIMTED ABN 31 122 826 242

NOTICE OF GENERAL MEETING

Time: 10.00am Date: Tuesday 27th June 2017 Place: c/- Offices of Hall Chadwick Level 40, 2 Park Street SYDNEY NSW 2000

==> picture [519 x 39] intentionally omitted <==

==> picture [118 x 36] intentionally omitted <==

IMPORTANT INFORMATION

A. TIME AND PLACE OF MEETING AND HOW TO VOTE

The General Meeting of Shareholders of Jatenergy Limited to which this Notice of Meeting relates will be held at 10.00 am (Sydney time) on Tuesday 27 June 2017, at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney New South Wales.

B. YOUR VOTE IS IMPORTANT

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

C. VOTING IN PERSON

To vote in person, attend the 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 General Meeting are those who are registered as at 9.00am (Sydney time) on Friday 23 June 2017.

E. VOTING BY PROXY

You may appoint any person to attend the Meeting and vote as your proxy, including the Chair. A proxy is not required to be a shareholder of the Company. A proxy form is enclosed with this Notice.

Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxies on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described after each resolution.

A shareholder entitled to cast two or more votes may appoint two proxies. If you appoint two proxies, you may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions).

==> picture [117 x 36] intentionally omitted <==

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

• (a) Post to Jatenergy Limited, Level 4, Suite 6, 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 10.00am (Sydney time) on Friday 23 June 2017.

Proxy forms received later than this time will be invalid.

If the proxy form is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

Chair’s intention

The Chair intends to vote all valid undirected proxies received in favour of each resolution subject to the voting exclusions after each resolution.

Privacy

Chapter 2C of the Corporations Act requires information about you (including your name, address and details of the shares you hold) to be included in the Company’s public register of members. This information must continue to be included in the public register if you cease to hold chares. These statutory requirements are not altered by the Privacy Act 1988 (Cth). Information is collected to administer your shareholding by Security Transfer Australia on behalf of the Company. Security Transfer Australia privacy policy is available at www.securitytransfer.com.au .

==> picture [117 x 36] intentionally omitted <==

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Jatenergy Limited will be held at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney at 10.00am (Sydney time) on Tuesday 27 June 2017.

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

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – ISSUE OF SHARES TO J & Y GROUP PTY LTD

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 13,200,000 shares to J & Y Group Pty Ltd at an issue price of 1.15 cents per share, for the purpose and on the terms set out in the Explanatory Statement.”

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of J & Y Group Pty Ltd or any associate of J & Y Group Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need 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 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

2. RESOLUTION 2 – ISSUE OF SHARES TO BACZ PTY LTD

To consider and, if thought fit, to pass the following 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 up to 2,173,913 shares to Bacz Pty Ltd at an issue price of 1.15 cents per share, for the purpose and on the terms set out in the Explanatory Statement.”

==> picture [117 x 36] intentionally omitted <==

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Bacz Pty Ltd or any associate of Bacz Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need 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 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

3. RESOLUTION 3 – ISSUE OF SHARES TO TOP CAT CONSULTING SERVICES PTY LTD

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 1,800,000 shares to Top Cat Consulting Services Pty Ltd at an issue price of 1.15 cents per share, for the purpose and on the terms set out in the Explanatory Statement.”

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Top Cat Consulting Services Pty Ltd or any associate of Top Cat Consulting Services Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need 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 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

==> picture [117 x 36] intentionally omitted <==

4. RESOLUTION 4 – ISSUE OF SHARES TO TOP CAT CONSULTING SERVICES PTY LTD

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 2,608,696 shares to Top Cat Consulting Services Pty Ltd at an issue price of 1.15 cents per share, for the purpose and on the terms set out in the Explanatory Statement.”

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Top Cat Consulting Services Pty Ltd or any associate of Top Cat Consulting Services Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need 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 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

5. RESOLUTION 5 –PLACEMENT OF SHARES

To consider and, if thought fit, to pass the following 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 up to 4,347,826 shares at an issue price of 1.15 cents per share, for the purpose and on the terms set out in the Explanatory Statement within 30 days of the date of approval of this Resolution.”

Voting Restriction

The Company will disregard any votes cast on this resolution by any persons who may participate in the Placement 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

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

==> picture [117 x 36] intentionally omitted <==

6. RESOLUTION 6 – RATIFICATION OF ISSUE OF 8,847,826 SHARES - 15 MAY 2017

To consider and, if thought fit, to pass the following 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 8,847,826 shares on 15 May 2017 at an issue price of 1.15 cents per share for the purpose and on the terms set out in the Explanatory Statement.”

Voting Restriction

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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

BY ORDER OF THE BOARD

GRAEME HOGAN COMPANY SECRETARY

==> picture [117 x 36] intentionally omitted <==

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 General Meeting to be held at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney at 10.00am (Sydney time) on Tuesday 27 June 2017.

The 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.

The table below shows the effect of passing of all resolutions to be put to this meeting on the number of fully paid ordinary shares of the Company:-

Current number of fully paid ordinary shares on issue	196,770,046
Plus: issue of shares (Resolution 1)	13,200,000
Plus: issue of shares (Resolution 2)	2,173,913
Plus: issue of shares (Resolution 3)	1,800,000
Plus: issue of shares (Resolution 4)	2,608,696
Plus: issue of shares (Resolution 5)	4,347,826
Number of fully paid ordinary shares on issue if all resolutions at this Meeting are passed	220,900,481

1. RESOLUTION 1 - ISSUE OF SHARES TO J & Y GROUP PTY LTD

1.1. General

J & Y Group Pty Ltd provides the services of Mr Wilton Yao as a director of Jatenergy Limited. The Company has determined that J&Y Group Pty Ltd is a related party of Jatenergy Limited as a result of Mr Yao being one of the controllers of J&Y Group Pty Ltd. The Company currently pays $13,200 per month (inc GST) to J & Y Group Pty Ltd for these services. The Company will owe J & Y Group Pty Ltd $63,800 for the services of Mr Yao through to 30 June 2017. J & Y Group Pty Ltd, Mr Yao and the Company have agreed to settle the payment of this outstanding amount through the issue of fully paid shares in the Company.

From November 2012 to June 2015, J & Y Group Pty Ltd were providing the services of Mr Yao to Jatenergy Development Pty Ltd, a company 75% owned by Jatenergy Limited, in relation to marketing of CoalPlus technology. The monthly fee for these services was $5,500 (inc GST). In total $88,000 of services rendered by Mr Yao for the period March 2014 to June 2015 have not been paid. Mr Yao, Jatenergy Development Pty Ltd and the Company have agreed to settle the payment of these outstanding invoices through the issue of fully paid shares in Jatenergy Limited.

Therefore in total, J&Y Group Pty Ltd is owed $151,800 by the consolidated Jatenergy Limited group. J & Y Group Pty Ltd, Mr Yao and the Company have agreed to settle the payment of this outstanding amount through the issue of up to13,200,000 fully paid shares in the Company. The shares upon

==> picture [117 x 36] intentionally omitted <==

issue will rank equally with existing ordinary fully paid shares. Mr Crimmins and Mr Li believe that the issue of the 13,200,000 shares are in the best interests of the Company.

It has been agreed that the Issue Price of the fully paid ordinary shares will be 1.15 cents per share. This is the same price as the price of the Placement made on 15 May 2017.

The intended use of the funds under this issue of shares is to reduce creditors of the consolidated Jatenergy Limited group, being Jatenergy Limited and Jatenergy Development Pty Ltd.

ASX listing rule 7.2 (exception 14) provides that approval under ASX listing rule 7.1 is not required where an issue of securities is made with the approval of holders of ordinary securities under listing rule 10.11.

If this resolution is approved, the shares will be issued on 28 June 2017 and in any event, no later than 1 month after the date of the Meeting.

2. RESOLUTION 2 - ISSUE OF SHARES TO BACZ PTY LTD

2.1. General

Bacz Pty Ltd provides the services of Mr Graeme Hogan as a Chief Financial Officer/Company Secretary of Jatenergy Limited. Bacz currently charges $5,000 per month, excl GST, for these services. The Company will owe Bacz Pty Ltd $25,000 for the services of Mr Hogan through to 30 June 2017.

Bacz Pty Ltd, Mr Hogan and the Company have agreed to settle the payment of this outstanding amount through the issue of up to 2,173,913 fully paid shares in the Company. The shares upon issue will rank equally with existing ordinary fully paid shares.

It has been agreed that the Issue Price of the fully paid ordinary shares will be at 1.15 cents per share. This is the same price as the price of the Placement made on 15 May 2017.

The intended use of the funds under this issue of shares is to reduce creditors of the Company.

If this resolution is approved, the shares will be issued on 28 June 2017 and in any event no later than 3 months after the date of the Meeting.

3. RESOLUTION 3 – ISSUE OF SHARES TO TOP CAT CONSULTING SERVICES PTY LTD

3.1. General

Top Cat Consulting Services Pty Ltd provides the services of Mr Anthony Crimmins as an executive director of Jatenergy Limited. The Company has determined that Top Cat Consulting Services Pty Ltd is a related party of Jatenergy Limited as a result of Mr Crimmins being the controller of Top Cat Consulting Services Pty Ltd. The Company currently pays $5,500 per month to Top Cat Consulting Services Pty Ltd for these services. The Company currently owes Top Cat Consulting Services Pty Ltd $20,700 for the services of Mr Crimmins through to 30 June 2017.

==> picture [117 x 36] intentionally omitted <==

Top Cat Consulting Services Pty Ltd, Mr Crimmins and the Company have agreed to settle the payment of this outstanding amount through the issue of up to 1,800,000 fully paid shares in the Company. The shares upon issue will rank equally with existing ordinary fully paid shares. Mr Yao and Mr Li believe that the issue of the 1,800,000 shares are in the best interests of the Company.

It has been agreed that the Issue Price of the fully paid ordinary shares will be 1.15 cents per share. This is the same price as the price of the Placement made on 15 May 2017.

The intended use of the funds under this issue of shares is to reduce creditors of the Company.

ASX listing rule 7.2 (exception 14) provides that approval under ASX listing rule 7.1 is not required where an issue of securities is made with the approval of holders of ordinary securities under listing rule 10.11.

If this resolution is approved, it is proposed the shares will be issued on 28 June 2017 and in any event, no later than 1 month after the date of this Meeting.

4. RESOLUTION 4 – ISSUE OF SHARES TO TOP CAT CONSULTING SERVICES PTY LTD

4.1. General

Top Cat Consulting Services Pty Ltd is prepared to subscribe for up to 2,608,696 shares to raise $30,000. The Company has determined that Top Cat Consulting Services Pty Ltd is a related party of Jatenergy Limited as a result of Mr Crimmins being the controller of Top Cat Consulting Services Pty Ltd.

If this Resolution and Resolution 3 are approved Top Cat Consulting Services Pty Ltd will be issued a total of 4,408,696 shares and will have settled outstanding invoices of $20,700 and provided cash of $30,000 – a total of $50,700.

The shares upon issue will rank equally with existing ordinary fully paid shares. Mr Yao and Mr Li believe that the issue of the 2,608,696 shares are in the best interests of the Company.

It has been agreed that the Issue Price of the fully paid ordinary shares will be 1.15 cents per share. This is the same price as the price of the Placement made on 15 May 2017.

The intended use of the funds under this issue of shares is to reduce creditors of the Company.

ASX listing rule 7.2 (exception 14) provides that approval under ASX listing rule 7.1 is not required where an issue of securities is made with the approval of holders of ordinary securities under listing rule 10.11.

If this resolution is approved, it is proposed the shares will be issued on 28 June 2017 and in any event no later than 1 month after the date of this Meeting.

==> picture [117 x 36] intentionally omitted <==

5. RESOLUTION 5 – PLACEMENT OF SHARES

5.1. General

The Company is seeking approval from shareholders to be able to issue up to 4,347,826 fully paid ordinary shares at an issue price of 1.15 cents per share. If all shares were placed then $50,000 would be raised. No related party of the Company will participate in this issue

In accord with the requirements of ASX listing rule 7.3, the following information is provided:-

• The maximum number of shares to be issued is 4,347,826;

• If the resolution is approved, the shares would be issued within 30 days of the meeting, ie 27 July 2017;

• The issue price is 1.15 cents per share;

• The Company has not identified any parties to whom an offer to participate in any placement would be made at this time. However, the participants in any placement would be sophisticated or institutional investors and supportive of the Company’s objectives and plans and wish to be a long-term shareholders;

• The shares upon issue will rank equally with existing ordinary fully paid shares;

• The intended use of the funds is for general working capital purposes including costs of office and corporate administration costs; and

• The issue date will be progressive within the 30 days of the date of approval of the resolution.

6. RESOLUTION 6 – RATIFICATION OF PLACEMENT OF SHARES ON 15 MAY 2017

6.1. General

On 15 May 2017, the Company issued 8,847,826 shares to four investors at an Issue Price of 1.15 cents per share. The four investors were :-

• AR1 Capital Pty Ltd

• Austratronics Pty Ltd

• Michael James Egan; and

• Graham Noel Brown

AR1 Capital Pty Ltd, Austratronics Pty Ltd and Michael James Egan are existing shareholders of the Company.

The shares upon issue ranked equally with existing ordinary fully paid shares.

The use of the funds is for general working capital purposes including costs of office and corporate administration costs.

==> picture [117 x 36] intentionally omitted <==

PROXY FORM

APPOINTMENT OF PROXY JATENERGY LIMITED ABN 31 122 826 242

GENERAL MEETING – 27 JUNE 2017

I/We

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

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the 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 General Meeting to be held at 10.00am (Sydney time), on Tuesday, 27 June 2017 at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW, 2000 and at any adjournment thereof.

If the Chair of the 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 General Meeting intends to vote undirected proxies in favour of all Resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 - Issue of shares – J & Y Group Pty Ltd Resolution 2 - Issue of shares – Bacz Pty Ltd Resolution 3 - Issue of shares – Top Cat Consulting Services Pty Ltd Resolution 4 - Issue of shares – Top Cat Consulting Services Pty Ltd Resolution 5 - Issue of shares – Placement Resolution 6 - Issue of shares – Ratify Prior Issue

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): _____

==> picture [117 x 36] intentionally omitted <==

Instructions for Completing ‘Appointment of Proxy’ Form

1. (Appointing a Proxy): A Shareholder entitled to attend and cast a vote at the meeting is entitled to appoint a proxy. A proxy need not be a Shareholder and may be an individual or body corporate. If a body corporate is appointed as a proxy it must appoint a corporate representative to exercise its powers as proxy at the meeting. A Shareholder who is entitled to cast two or more votes may appoint two proxies to attend the meeting and vote on their behalf and may specify the proportion or a number of votes each proxy is appointed to exercise. If a Shareholders appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). If you wish to appoint a second proxy, you may copy the enclosed proxy form or obtain a form from the Company’s share registry. The chairman of the meeting, or any other director, is willing to act as proxy for any shareholder who wishes to appoint him for that purpose. The chairman of the meeting or any other director appointed as proxy intends to vote discretionary proxies in favour of the relevant resolution. To do this enter “the Chairman” or the name of your proxy in the space allocated in this form. The chairman of the meeting will vote all undirected proxies in favour of the resolutions.

2. (Voting of your holding): Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

3. ( Signing Instructions ):

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

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

• (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.

• (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.

• (Attending the Meeting): Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting if possible, so that their holding may be checked against the Company’s register of members and attendances recorded. Bring this form to assist registration. If a representative of a corporate Securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission.

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

• (a) post to Jatenergy Limited, Level 4, Suite 6, 55 Miller Street, Pyrmont, NSW 2009;

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

==> picture [117 x 36] intentionally omitted <==

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

2. so that it is received not later than 10.00am (Sydney time) on Friday, 23 June 2017. Proxy forms received later than this time will be invalid.