JCURVE SOLUTIONS LTD — AGM Information 2007

Oct 8, 2007

STRATATEL LIMITED

A.C.N. 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

DATE OF MEETING

8 November 2007

TIME OF MEETING 11.30 am EST

PLACE OF MEETING

Amora Jamison Hotel 11 Jamison Street Sydney, New South Wales

This notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

STRATATEL LIMITED A.C.N. 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Stratatel Limited (‘ Company ’) for the year to 30th June 2007 will be held at the Boyd Room, Amora Jamison Hotel, 11 Jamison Street, Sydney, New South Wales on Thursday 8th November 2007 at 11.30am.

AGENDA

1. ORDINARY BUSINESS

1.1 Financial Statements and Reports

To lay before the Annual General Meeting the Financial Statements and the Directors’ Declaration and Report for the year ended 30 June 2007, together with the Auditors Report to the Members of the Company for Shareholders to receive and consider.

1.2 Resolution 1 – Adoption of Remuneration Report

“That the Remuneration Report contained in the Directors’ Report of the 2007 Annual Report be adopted.”

Note: In accordance with section 250R of the Corporations Act 2001, the vote on Resolution 1 will be advisory only and will not bind the Board or the Company.

The Board recommend that Shareholders vote in favour of this resolution.

1.3 Resolution 2 – Re-election of a Director – Mr Ian Macliver

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

“That Mr Ian A Macliver who retires by rotation in accordance with Article 17.1 of the Company’s Constitution and being eligible offers himself for re-election.”

Information about the candidate is set out in the Explanatory Notes which accompany this Notice of Meeting.

The Board (with Mr Ian Macliver abstaining) recommend that Shareholders vote in favour of this resolution.

1.4 Resolution 3 – Election of a Director – Mr Graham Baillie

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

“That Mr Graham Baillie who was appointed on 20 September 2007, retires in accordance with Article 16.4(b)(i) of the Company’s Constitution and being eligible offers himself for re-election.”

Information about the candidate is set out in the Explanatory Notes which accompany this Notice of Meeting.

The Board (with Mr Graham Baillie abstaining) recommend that Shareholders vote in favour of this resolution.

STRATATEL LIMITED A.C.N. 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

2. SPECIAL BUSINESS

2.1 Resolution 4 – Ratification of Previous Issue of Shares

“That, for the purpose of Listing Rule 7.4 of the Listing Rules of Australian Securities Exchange and for all other purposes, the shareholders of the Company hereby approve and ratify the allotment and issue of 266,666 fully paid ordinary shares in the capital of the Company at an issue price of 15 cents each as partial consideration for the acquisition of the business assets of eFleet Pty Ltd in February 2006.”

The Company will disregard any votes cast on this resolution by persons 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 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 directs.

2.2 Resolution 5 – Grant of Options to the Chief Executive Officer

“That, approval is given for all purposes under the Corporations Act 2001 (Cth) and the Australian Securities Exchange Listing Rules (including Listing Rule 10.14) for the issue to the Chief Executive Officer and Managing Director of the Company, Mr Michael Fairclough, of 1,000,000 Options under the terms contained in the Company’s Executive and Employee Option Plan, as more fully described in the Explanatory Notes to the Notice convening this meeting, and for the issue of ordinary shares in the Company upon the exercise of those Options.’

The Company will disregard any votes cast on this resolution by persons 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 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 directs.

By Order of the Board

Paul K Brown Company Secretary Stratatel Limited

8 October 2007

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the shareholders with their consideration of the resolutions to be put to the Annual General Meeting of the Company to be held on Thursday 8[th] November 2007.

The purpose of this Explanatory Statement is to provide shareholders with information that the Board believes to be material to shareholders in deciding whether or not to approve the resolutions detailed in the Notice. This Explanatory Memorandum should be read with, and forms part of, the accompanying Notice of Meeting.

The resolutions set out in the Notice are important and affect the future of the Company. Shareholders are therefore urged to give careful consideration to the Notice and the contents of this Explanatory Statement.

1. ORDINARY BUSINESS

1.1 Financial Statements and Reports

The Corporations Act requires the financial statements and the reports of the directors and auditors of the Company to be put before the Annual General Meeting. There will be an opportunity for shareholders to ask questions or make comment on these documents. No resolution is required to be passed on this item.

Shareholders will also have the opportunity to ask questions of the auditors or their representative relative to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the auditors.

1.2 Resolution 1 – Adoption of the Remuneration Report

The Corporate Law Economic Reform Program Bill (CLERP 9 Bill) require directors disclosure more expensive details of the Company’s remuneration philosophy and structure.

In addition the Corporations Act requires that the members of a publicly listed company vote at the Annual General Meeting on a non-binding resolution as to whether to adopt the Remuneration Report. This vote is considered advisory in nature and thus is not legally binding on the directors or the Company. The Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The Board recommend that Shareholders vote in favour of the resolution.

Voting Exclusion Statement

The Directors and Executives named in the Remuneration Report will not vote on the resolution, other than as proxy for another shareholder and in accordance with the directions of that shareholder, even though they are not legally restrained from voting.

1.3 Resolution 2 – Re-election of a Director – Mr Ian Macliver

Information about Mr Ian Macliver is available in the Annual Report that accompanies the Notice of Meeting

In accordance with Article 17.1 of the Company’s constitution, Mr Ian Macliver will retire at the Annual General Meeting and being eligible offers himself for re-election.

The Board (with Mr Ian Macliver abstaining) recommend that Shareholders vote in favour of this resolution.

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY STATEMENT (Continued)

1.3 Resolution 3 – Election of a Director – Mr Graham Baillie

G Baillie (Non-Executive Director)

Graham’s business life commenced with a local manufacturing company in South Australia where he held a variety of management positions. In 1975 Graham joined the Australian Document Exchange Pty Limited, better known as AUSDOC or the “DX”.

Graham was with AUSDOC during its formative years through to its ultimate ASX listing in September 1993. In this time he was not only integral to the development of the company throughout Australia but was also involved in establishing similar business operations in New Zealand, USA and United Kingdom.

In 1994, Graham pursued his own business interests and established Outsource Australia Pty Ltd (OSA) to provide outsourcing services to the Australian market. In his capacity as majority shareholder and Chief Executive Officer he developed the company nationally and internationally.

In 2001 Global professional services firm Deloittes acquired a shareholding in OSA which in 2004 was sold to New Zealand Post.

Today the company is known as Converga and has an impressive list of “blue-chip” clients in both the public and private sectors. Recently Graham sold his shareholding in Converga to New Zealand Post and resigned from the company in order to pursue new business horizons.

The Board (with Mr Graham Baillie abstaining) recommend that Shareholders vote in favour of this resolution.

2. SPECIAL BUSINESS

2.1 Resolution 4 – Ratification of Allotment and Issue of Shares

Background

On 29 June 2007, the Company issued 266,666 fully paid ordinary shares in the capital of the Company at an issue price of 15 cents each as partial consideration for the acquisition of the business assets of eFleet Pty Ltd, completed in February 2006. The shares were not to be issued until all Intellectual Property had been passed from the vendors to Stratatel.

Regulatory Requirements – ASX Listing Rule 7.4

Under Listing Rule 7.4, an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if each of the following apply:

• (a) the issue did not breach Listing Rule 7.1; and (b) holders of ordinary securities subsequently approve it.

Accordingly, the Company seeks to have shareholders ratify the issue of securities pursuant to Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to the ASX Listing Rules:

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY STATEMENT (Continued)

• (a) the number of Shares issued by the Company was 266,666;

• (b) the Shares were issued to the following parties for the consideration of $40,000 pursuant to the acquisition of the business assets of eFleet Pty Ltd: and

Name of Recipient	Number of Shares
John Slaiman	133,333
Peter Taylor	133,333
Total	266,666

(c) the Shares rank equally with the existing Shares on issue.

The Board recommend that Shareholders vote in favour of this resolution.

2.2 Resolution 5 – Ratification of Grant of Options to Mr M Fairclough under the Stratatel Option Plan

Mr M Fairclough, the Company’s Managing Director, was issued 1,000,000 Options under the Stratatel Executive and Employee Option Plan (“ Plan ”) on 31 July 2007 as part of contract of employment negotiations.

The key terms of the Options are set out in the table below:

Entitlement	On exercise each Option entitles the holder to be issued 1 new ordinary
	share in the capital of the Company.
Exercise Price	$0.10
Exercisable	At anytime until the ExpiryDate
Expiry Date	4years from the date of issue of the Option

The Board believes that the grant of Options to Mr M Fairclough, as Managing Director, will:

• (a) recognise the ability and efforts of Mr M Fairclough and his contribution to the success of the Company

• (b) provide an incentive to Mr M Fairclough to achieve the long term objectives of the Company; and

• (c) provide an incentive to Mr M Fairclough to improve the performance of the Company.

The Board, excluding Mr M Fairclough, considered the issue of Options to Mr M Fairclough and concluded that the issue of such options would be an appropriate incentive for him to achieve the long term objectives of the Company in his role as Managing Director. The Board also considered Mr M Fairclough’s position as substantial shareholder in the Company, and formed the opinion that this should not preclude him from participating in the Plan.

Shareholder approval

Shareholder approval is sought for the grant of the Options, the subject of this Resolution, for the purposes of:

• (a) Chapter 2E of the Corporations Act – which governs the giving of financial benefits to “related parties” including directors of a company; and

• (b) ASX Listing Rule 10.14 which generally provides that a company listed on the ASX cannot issue or grant securities to a related party, including directors of a company, under an employee option scheme without shareholder approval.

Information required by ASX Listing Rule 10.14 and 10.15

In order for Mr M Fairclough to acquire Options under the Plan the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.14.

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY STATEMENT (Continued)

In accordance with Listing Rule 10.15 the following information is provided to Shareholders for the purposes of Resolution 5 as set out in the Notice of Meeting:

• (a) Mr M Fairclough is the Managing Director of the Company;

• (b) the maximum number of securities that may be issued to Mr M Fairclough under Resolution 5 is 1,000,000 Options and 1,000,000 Shares upon the exercise of these Options;

• (c) the Options granted are for nil cash consideration;

• (d) no person referred to in ASX Listing Rule 10.14 has received any securities under the Plan;

• (e) full time permanent employees of the Company, or directors who hold salaried employment or office in the Company or any of its subsidiaries may participate in the Plan, including the following eligible persons who are referred to in ASX Listing Rule 10.14:

• a. Mr M Fairclough

• (f) the Options have been granted to Mr M Fairclough on 31 July 2007, subject to approval of Resolution 5.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving financial benefit (which includes the granting of Options) to a related party (which includes a Director) of the Company, unless either:

• (a) the giving of the financial benefit falls within one of the nominated exemptions in Chapter 2E of the Corporations Act; or

• (b) prior shareholder approval is obtained for the giving of financial benefit.

For the purposes of Chapter 2E of the Corporations Act each Director is considered to be a related party of the Company. The grant of Options to Mr M Fairclough involves the provision of a financial benefit to a related party of the Company and, therefore, requires Shareholder approval.

In accordance with the requirements of Chapter 2E the following information is provided to Shareholders to allow them to assess the grant of Options:

• (a) Mr Fairclough is the related party of the Company to whom the Resolution 5 of the Notice of Meeting would permit a financial benefit to be given.

• (b) The nature of the financial benefit given is 1,000,000 Options. If the Company’s Shares are trading on the ASX at a price higher than the exercise price of the Options at the time of exercise of the Options the effect would be to give an immediate financial benefit to Mr Fairclough at the time the Options are issued.

• (c) An estimated value of the Options proposed to be granted calculated using the Black and Scholes option pricing model is $39,522. The estimated value has been based on the following assumptions:

• (i) a risk free rate of return of 6.03%;

• (ii) a Share price of $0.13 being the Share price as at 31 July 2007 when the Options were granted;

• (iii) forecast volatility of 32.63%;

• (iv) an Option exercise price of $0.10;

• (v) the remaining option term of 3.46 years; and

• (vi) a further discount of 30% to allow for the non-negotiability of the Options, given that the Options are not listed on a recognised stock exchange.

• (d) Mr M Fairclough declines to make a recommendation about Resolution 5 of the Notice of Meeting as he has a material personal interest in the outcome of the resolution.

• (e) All other Directors confirm they do not have an interest in the outcome of Resolution 5 of the Notice of Meeting other than an interest arising solely in their capacity as Shareholders, and each recommend Shareholders vote in favour of Resolution 5 of the Notice of Meeting.

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY STATEMENT (Continued)

• (f) The options are granted for nil consideration. The exercise price of the Options has been calculated as market price of the Company’s shares at the time of the negotiations around Mr M Fairclough’s executive contract in December 2006.

• (g) Mr M Fairclough received the following remuneration paid by the Company during the year ended 30 June 2007 and continues to be entitled to remuneration on an ongoing basis for his role as Managing Director of the Company.

Company.
Cash, salary and Fees Non-cash benefit $ $	Superannuation Total $ $
Mr Fairclough 293,290 -	26,396 319,686

Any Options granted pursuant to Resolution 5 in the Notice of Meeting will be in addition to the above remuneration. Any non-cash benefits are not a fixed component of the remuneration package.

• (h) Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision whether it is in the Company’s interests to pass Resolution 5 of the Notice of Meeting other than as follows:

• (i) Pursuant to the passing of Resolution 5 of the Notice of Meeting the direct and indirect interests of Mr M Fairclough in the Company will be as follows:

Ordinary Shares	Options	Total
No.	No.	No.
8,761,064	1,000,000	9,761,064

• (ii) If Options granted and are exercised the Company’s Share capital will be diluted by 1,000,000 Shares representing a dilution of 1.2% (based on the number of Shares on issue at the date of the Notice of Meeting which is 80,340,717 and assuming that none of the other Options issued by the Company are exercised).

(iii) During the last twelve months the Company’s Shares have traded as follows on the ASX:

	Closing Price on the ASX	Date
High	$0.160	23/05/07
Low	$0.067	24/10/06
Last	$0.120	03/10/07

• (i) The grant of Options pursuant to Resolution 5 of the Notice of Meeting will result in the recognition of additional expenses on the Company’s income statements for the year ending 30 June 2008 as described below in ‘Australian equivalents to International Financial Reporting Standards’.

• (j) The Directors do not consider the grant of Options pursuant to Resolution 5 of the Notice of Meeting will result in the Company suffering any opportunity costs, incurring any taxation liability or forgoing any benefit.

Australian equivalents to International Financial Reporting Standards

Under AASB 2 Share Based Payments , pursuant to the adoption of Australian equivalents to International Financial Reporting Standards (AIFRS) the Company is required disclose the fair value of Options granted to directors, employees, consultants and other advisors as an expense on a pro-rata basis over the vesting period in the income statement with a corresponding adjustment to equity.

Using the Black and Scholes option pricing model it is estimated that the grant of Options pursuant to Resolution 5 of the Notice of Meeting will result in the recognition of an expense of $39,522 on the Company’s income statements for the year ending 30 June 2008.

The amount of the expense recognised can change based on the parameters applying at the date of grant of the Options. The profit of the Company for the year ending 30 June 2008 will be reduced (or the loss increased) by the amount of expense recognised.

The Board (with Mr M Fairclough abstaining) recommend that Shareholders vote in favour of this resolution.

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY STATEMENT (Continued)

ATTENDANCE AND VOTING ELIGIBILITY

For the purposes of the meeting, securities will be taken to be held by the persons who are registered holders at 11.30am on Tuesday 6th November 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

PROXIES

A member entitled to attend and vote at the Annual General Meeting convened by the above Notice is entitled to appoint not more than 2 proxies to attend, and, on a poll, to vote in his stead. Where 2 proxies are appointed, and the appointment does not specify the proportion or number of votes that each proxy may exercise, each proxy may exercise one half of the votes of the member. A proxy need not himself be a member. Proxy forms must be deposited at or sent by facsimile transmission to the office of the Company at PO Box 1673, West Perth, Western Australia 6872. Fax no. (08) 9212 4001 not less than 48 hours before the time fixed for the holding of the meeting.

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Stratatel Limited ABN 63 088 257 729

Level 1, 1254 Hay Street West Perth, WA 6005 PO Box 1673 PROXY FORM West Perth, WA 6872 [T] +61 8 9212 4000 I/We ______________ [F] +61 8 9212 4001 [W] stratatel.com.au of __________________

being a member of Stratatel Limited are entitled to attend and vote hereby appoint:

---

of ______________

or, failing him/her, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at Amora Jamison Hotel, Jamison Street, Sydney, New South Wales on Thursday 8th November 2007 at 11.30am and any adjournment thereof.

Proxies made in favour of the Chairman when the member has not indicated their voting intentions, will be voted in favour of the Resolutions.

Should the member desire to direct the proxy how to vote the member should place a mark in the appropriate box; otherwise the proxy may vote as he or she thinks fit, or abstain from voting.

Ordinary Business

Ordinary Business	Ordinary Business
Resolution no.		For	Against	Abstain
1.	Adoption of the Remuneration Report			
2.	Re-election of Director, Mr Ian Macliver			
3.	Election of Director, Mr Graham Baillie			
Special	Business
4.	Ratification of Allotment and Issue of Shares			
5.	Ratification of Grant of Options to Mr M Fairclough under			
	the Stratatel Option Plan

OR

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest.

The Chairman will vote in favour of all of the resolutions if no directions are given.

Signed this day of 2007.

By:

**By: **
Signature	Director
Signature	Director / Company Secretary
Signature	Sole Director and Sole Company Secretary

Note:

This proxy form must be signed personally by the member or his attorney. A corporation must sign under its Common Seal (if applicable) or under the hand of its attorney and shall be duly attested by witnessing.

Stratatel Limited ABN 63 088 257 729

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Level 1, 1254 Hay Street West Perth, WA 6005

Registered Name

Registered Address

PO Box 1673 West Perth, WA 6872

ANNUAL REPORT ELECTION AND EMAIL NOTIFICATION

[T] +61 8 9212 4000 [F] +61 8 9212 4001 [W] stratatel.com.au

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Holder Identification Number (HIN) or Securityholder Reference Number (SRN)

By electing not to receive annual reports from Stratatel by mail you will help the environment and reduce costs.

We are required to mail shareholder reports to you each year unless you tell us otherwise. If you would prefer not to receive annual reports (including interim reports) by mail, please complete this form and return it to the PO Box in the address above.

Your shareholding will not be affected by taking up this option and, please remember, you can view annual and interim reports on-line at Stratatel’s website www.stratatel.com.au.

If you do not return this form you will continue to receive reports in the mail. Please let us know your preference by marking one box below.

Please do not send me annual reports.

OR

Please do not send me annual reports but do advise me by email at the following address when reports are available on-line.

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