JCURVE SOLUTIONS LTD — AGM Information 2008

Oct 12, 2008

STRATATEL LIMITED

A.C.N. 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

DATE OF MEETING 13 November 2008 TIME OF MEETING 10.00 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 2008 will be held at the Boyd Room, Amora Jamison Hotel, 11 Jamison Street, Sydney, New South Wales on Thursday 13th November 2008 at 10.00am.

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 2008, together with the Auditors Report to the Members of the Company for Shareholders to receive and consider.

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

1.2 Resolution 1 – Adoption of Remuneration Report

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes the Remuneration Report for the year ended 30 June 2008 be adopted.”

Note: The vote on Resolution 1 will be advisory only and will not bind the Board or the Company. The Board will, however, take the outcome of the vote into consideration when reviewing the remuneration practices of the Company.

1.3 Resolution 2 – Re-election of a Director – Mr Geoffrey Lambert

“That Mr Geoffrey Lambert 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 Mr Geoffrey Lambert is set out in the Explanatory Notes which accompany this Notice of Meeting.

1.4 Resolution 3 – Increase the aggregate Non-Executive Director’s fees

“That, for the purpose of Article 20.1 of the Company’s constitution, Listing Rule 10.17 and for all other purposes, the maximum remuneration payable to the Non-Executive Directors of the Company be increased from $250,000 to $400,000 per annum.”

For the purpose of Listing Rule 10.17.1 the Company will disregard any votes cast on this resolution by a Director of the Company or their associates. 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.

STRATATEL LIMITED A.C.N. 088 257 729

2. SPECIAL BUSINESS

To consider and, if thought fit pass with or without amendment, the following s pecial resolution

2.1 Resolution 4 – Adoption of Employee Share Ownership Plan (ESOP)

“That, approval is given to the Company to adopt the Stratatel Employee Share Ownership Plan on the terms and conditions outlined in the Explanatory Memorandum accompanying this Notice of Meeting.”

The Company will disregard any votes cast on this resolution by persons who may participate 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 of Directors

Paul K Brown Company Secretary Stratatel Limited

Dated: 8 October 2008

A.C.N. 088 257 729

STRATATEL LIMITED

EXPLANATORY MEMORANDUM

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 13[th] November 2008.

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

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the Remuneration Report to be adopted must be put to the vote. Resolution 1 seeks this approval. Shareholders should note, however, in accordance with Section 250R(3) of the Corporations Act that Resolution 1 is an ‘advisory only’ resolution which does not bind the Directors of the Company.

Following consideration of the Remuneration Report the Chairman, in accordance with Section 250SA of the Corporations Act, must give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

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.

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY MEMORANDUM (Continued)

1.3 Resolution 2 – Re-election of a Director – Mr Geoffrey Lambert

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

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

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

1.4 Resolution 3 – Increase the aggregate Non-Executive Director’s fees

Article 20.1 of the Company’s constitution and Listing Rule 10.17 require that the Company must not increase the maximum amount of Non-Executive Directors’ fees payable without the approval of Shareholders at a General Meeting.

Resolution 3 proposes an increase in the aggregate level of fees that may be paid to Non-Executive Directors from $250,000 to $400,000 per annum.

The last increase in Non-Executive Directors fees was approved by Shareholders on 23rd November 2006 increasing to $250,000 the aggregate fixed sum per annum from which fees may be paid to Non-Executive Directors of the Company.

This increase in fees is sought to compensate the Non-Executive Directors for the greater and more onerous responsibilities accompanying the Company’s expanding operations, the growing emphasis on corporate governance and providing for potential future appointments.

Approval is therefore sought to increase the aggregate fixed sum for Non-Executive Directors fees to $400,000 per annum divided amongst the Non-Executive Directors in such proportions and in such manner as they may agree and, in default of agreement, in equal shares.

1.5 Resolution 4 – Adoption of Employee Share Ownership Plan (ESOP)

Pursuant to Resolution 5 the Company proposes to re-introduce an Employee Share Ownership Plan under which the Company will offer full-time employees and sub-contractors of the Company the opportunity to subscribe for shares in the capital of the Company.

The terms of the Plan are as follows:

• 1 The Directors will in their unfettered discretion determine who amongst the full time employees and the subcontractors of the Company will be offered the opportunity to participate in the Plan.

• 2 Shares offered pursuant to the Plan will be offered at a discount of 7.5% of the Market Price at the time an offer is accepted, provided that no shares will be offered at less than 9 cents.

• 3 Any offer made to any proposed participant in the Plan will be open for acceptance within a period of ten (10) days from the date of offer.

• 4 The Market Price on a particular date will be determined as the weighted average market price of all shares in the capital of the Company traded on ASX during those five (5) days immediately preceding the relevant date on which shares in the Company are traded (rounded if necessary to the nearest whole cent).

• 5 The Company will offer to advance to each subscribing participant the subscription price in respect of the shares to be taken up by that participant. The terms of this advance are disclosed hereunder.

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY MEMORANDUM (Continued)

• 6 The maximum number of shares that may be issued pursuant to the Plan is that number that equates to 5% of the total issued ordinary share capital of the Company on issue from time to time.

• 7 The Plan and the authority for the Directors to issue Shares pursuant to the Plan will remain in force for the period of three (3) years from the adoption of the Plan.

• 8 Shares issued pursuant to the Plan from time to time will rank equally in all respects with the ordinary issued shares of the Company.

• 9 No Director or associate of a Director will be issued Shares pursuant to the Plan.

• 10 The number of Shares to be issued to any participant will be limited by reference to the maximum amount of financial assistance that will be offered to any one participant being $10,000 per instance.

• 11 Application will be made to ASX for quotation of Shares issued pursuant to the Plan from time to time in accordance with the Listing Rules.

• 12 Subject to the absolute discretion of the Directors it is proposed that the full time employees will be offered loans (and a corresponding number of Shares) in order to participate in the Plan of 10% of their individual base salaries, increasing by 2% each year of service up to a maximum of $10,000 per instance for any individual employee.

• 13 No Shares will be issued under the Plan which will constitute less than a marketable parcel.

• 14 Allocations to subcontractors under the Plan will be entirely discretionary.

• The above sets out the full terms of the Plan.

Under Rule 7.1 of the Listing Rules an entity must not issued in excess of 15% of its capital (calculated in accordance with the formula in Listing Rule 7.1) without the approval of holders of ordinary securities.

Rule 7.2 of the Listing Rules contains various exceptions to the prohibition in Listing Rule 7.1, one exception being an issue under an employee share plan that had been approved by the shareholders within the 3-year period before the date of issue of any new securities issued under Listing Rule 7.1.

Resolution 5 is therefore intended to bring the issues of shares that may be made under the Plan during the 3 years after the date of the General Meeting within the exception to Listing Rule 7.1.

One effect of this will be that any securities issued pursuant to the Plan will be excluded from the calculations of the 15% limit under Listing Rule 7.1.

Additional Information – Terms of the Advance

Pursuant to the approval sought by Resolution 5 the Company will be authorised to offer to advance to each person who accepts an offer to participate in the Plan the subscription price for the shares that the person takes up under the Plan.

The terms of each loan that may be made by the Company will be as follows:

• 1 A maximum of $10,000 will be advanced to any one participant in any one twelve month period.

• 2 The loan will be interest free.

• 3 Any dividends attaching to the shares that are the subject of a loan are to be paid by the Company to repay the principle.

• 4 Security – the shares that are subscribed for pursuant to a loan will comprise the Company’s security for the loan until the loan is repaid in full. A share mortgage in favour of the Company will be required to be entered into by the relevant employee to secure re-payment of principle and will entitle and direct the Company to withhold dividends until all repayments of the loan have been made in full

• 5 Shares issued pursuant to the Plan will as from the date of issue rank equally in all respects with all other issued shares in the capital of the Company including the right to participate in dividends declared after the date of issue.

• 6 The principle of the Loan will be able to be repaid at anytime in whole or in part by the relevant participant, provided that, subject to points 8 and 9 below, at least 1% of the principle must remain unpaid until the expiry of 3 years from the date of the relevant loan.

STRATATEL LIMITED A.C.N. 088 257 729

EXPLANATORY MEMORANDUM (Continued)

• 7 Subject to points 8 and 9 below the principle outstanding under any loan will be repayable in 3 equal annual instalments the first of which will be due 12 months after the date on which the relevant loan is made.

• 8 The entire outstanding principle of the loan will be repayable within 30 days of an employee ceasing to be an employee of the Company or any of its subsidiaries unless the Directors otherwise determine in any particular case.

• 9 In the case of a loan to a sub-contractor the entire outstanding principal of the loan will be repayable within 90 days of the Company giving notice to that effect which may be given at any time at the Company’s unfettered discretion.

Section 260(A) of the Corporations Act prohibits a company from giving financial assistance for the purpose of or in connection with the acquisition of its shares.

The proposed loans to employees and sub-contractors will involve the Company in giving financial assistance for the purpose or in connection with the acquisition of the shares that may be issued pursuant to the Plan.

Section 260(C) of the Corporations Act provides that the prohibition in Section 260(A) against a company giving financial assistance for the purpose of or in connection with an acquisition of its shares does not apply if the company by resolution at a general meeting of the company approves an employee share plan.

The reason for the giving of the financial assistance is to enable the Company to offer loans to employees to whom the Company chooses to issue shares pursuant to the Plan.

The effect that the giving of the financial assistance would have on the financial position of the Company is as follows.

To the extent of any such loan;

• an increase (debit) of loans receivable; and

• an increase (credit) of shareholders funds.

The cash flow impact on the Company will be nil.

It is possible that shares that are issued pursuant to the loan will be issued at a price which might be less that the price at which the Company might be able to issue shares to other external partied at the time.

The provision of shares under the Plan will under current legislation be exempt from fringe benefits tax.

The persons who will benefit from the financial assistance will be those employees and sub-contractors who may accept the offers which the Company may make under the Plan and who choose the loan facility to be offered in respect of those Shares.

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 10.30am on Tuesday 11th November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

PROXIES

A Shareholder 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 Shareholder. A proxy need not be a Shareholder.

Proxy forms must be deposited at or sent by facsimile transmission to the Company at PO Box 1673, West Perth, Western Australia 6872. Fax no. +61 8 9212 4001 not less than 48 hours before the time fixed for the holding of the meeting.

GLOSSARY

" $ " means Australian dollars, the legal currency of Australia;

" ASIC " means the Australian Securities and Investments Commission;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Board " means the board of Directors of the Company;

" Company " means Mineral Sands Limited ABN 83 103 006 542;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Director " means a current director of the Company;

" Explanatory Memorandum " means this Explanatory Memorandum attached to the Notice;

" Listing Rules " means the Listing Rules of ASX;

" Meeting " means the general meeting the subject of this Notice;

" Notice " or " Notice of Annual General Meeting " means the notice of meeting which accompanies this Explanatory Memorandum;

" Option " means an option to acquire a Share;

" Remuneration Report " means the section of the Director's report entitled "remuneration report";

" Resolution " means a resolution referred to in the Notice;

" Share " means a fully paid ordinary share in the Company;

" Shareholder " means a shareholder of the Company.

Stratatel Limited ABN 63 088 257 729

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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 13th November 2008 at 10.30am 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.

Resolution no.	Resolution no.	For	Against	Abstain
1.	Adoption of the Remuneration Report			
2.	Re-election of Director, Mr Geoffrey Lambert			
3.	Increase the aggregate Non-Executive Director’s fees			
4.	Adoption of the Stratatel Employee Share Ownership 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	2008.	2008.
**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.