JCURVE SOLUTIONS LTD — AGM Information 2009

Oct 6, 2009

Stratatel Limited ABN 63 088 257 729

==> picture [207 x 21] intentionally omitted <==

Level 4 22 Atchison Street St Leonards NSW 2065

[T] +61 2 9467 9200 [F] +61 2 9467 9201 [W] stratatel.com.au

7 October 2009

Manager of Company Announcements ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By E‐Lodgement

Notice of Annual General Meeting

Stratatel Limited (ASX: STE) advises that its attached Notice of Annual General Meeting and Annual Report for the year ended 30 June 2009 is being dispatched to shareholders today.

Yours faithfully

==> picture [112 x 50] intentionally omitted <==

Emma McCormack

Company Secretary

==> picture [207 x 21] intentionally omitted <==

STRATATEL LIMITED ABN 63 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00 am (EST) DATE : 12 November 2009 PLACE: Amora Jamison Hotel, 11 Jamison Street, Sydney, New South Wales

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 (08) 9322 7600 .

CONTENTS PAGE

Notice of Meeting (setting out the Resolutions)	2
Explanatory Statement (explaining the Resolutions)	4
Glossary	7
Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The annual general meeting of the Shareholders of Stratatel Limited which this Notice of Meeting relates to will be held at 10.00am (EST) on 12 November 2009 at:

Stratatel Limited, Amora Jamison Hotel 11 Jamison Street Sydney, New South Wales

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting as soon as possible and either:

• (a) send the proxy form by post to– Stratatel Limited, PO Box 1263, West Perth, Western Australia 6872;

• (b) deliver the proxy form to the Company c/o Grange Consulting, 945 Wellington Street, West Perth, Western Australia; or

• (c) by facsimile to the Company on facsimile number INT + 61 8 9322 7602,

so that it is received not later than 10.00am (EST) on 10 November 2009.

Proxy forms received later than this time will be invalid.

1

NOTICE OF MEETING

Notice is given that the annual general meeting of Shareholders of Stratatel Limited will be held at Amora Jamison Hotel, 11 Jamison Street, Sydney, New South Wales at 10.00am (EST) on 12 November 2009.

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 on 10 November 2009 at 5:00pm (EST).

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

AGENDA

The Explanatory Statement to this Notice of Meeting describes the matters to be considered at the Annual General Meeting.

ADOPTION OF THE ANNUAL FINANCIAL REPORT

To receive the Annual Financial Report, including Directors’ declaration and accompanying reports of the Directors and auditors for the financial year ending 30 June 2009.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON‐BINDING)

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the year ended 30 June 2009.”

Short Explanation: The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 – RE‐ELECTION OF MR IAN MACLIVER

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

“To elect Mr Ian Macliver as a director of the Company who retires by rotation, pursuant to ASX Listing Rule 14.4 and the Constitution of the Company, and being eligible offers himself for re‐ election.”

Short Explanation: In accordance with ASX Listing Rule 14.4 and the Constitution, one third of the Directors must retire by rotation at every annual general meeting. Accordingly, Mr Macliver retires by rotation and being eligible for re‐election, offers himself for re‐election at the Meeting.

RESOLUTION 3 – APPROVAL OF THE EMPLOYEE OPTION PLAN

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

“ That, for the purpose of Exception 9 of Rule 7.2 of the ASX Listing Rules and for all other purposes, approval is given for the Company to administer and issue securities under its employee share option plan as an exception to Listing Rule 7.1 and on the terms and conditions set out in the Explanatory Memorandum”

2

Short Explanation: Listing Rule 7.1 provides that shareholder approval is required before a company may issue certain securities representing more than 15% of the capital of the company within a 12 month period. Securities issued to persons participating in an employee share option plan are exempt from Listing Rule 7.1 where the issue of securities under the plan has been approved by shareholders at a general meeting held not more than 3 years before the issue date.

Voting Exclusion: In accordance with Listing Rule 7.2, the Company disregards any votes cast on Resolution 3 by a Director of the Company and any associate of the Director (except if the Director is ineligible to participate in the Employee Share Option Plan). 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 a 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.

DATED: 24 SEPTEMBER 2009

BY ORDER OF THE BOARD

MR IAN MACLIVER CHAIRMAN

3

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Meeting.

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

BUSINESS OF THE MEETING

1. Resolution 1 – Remuneration Report (Non Binding Resolution)

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report as set out in the Directors’ Report be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2. Resolution 2 ‐ Re‐election Mr Ian Macliver

2.1 Regulatory Requirements – ASX Listing Rule 14.4 and Constitution

In accordance with ASX Listing Rule 14.4, no director of the Company may hold office (without re‐election) past the third annual general meeting following their appointment or 3 years, whichever is longer. Further, in accordance with the Company’s Constitution, at every annual general meeting, one third of the Directors must retire from office and being eligible offer themselves for re‐election.

Mr Ian Macliver is the managing director of Grange Consulting Group Pty Ltd, which provides specialist corporate advisory services to both listed and unlisted companies. He has many years experience as a senior executive and a director of both industrial and resource companies with particular responsibility for capital raising and other corporate initiatives. As a result of his corporate experience, Ian has established contacts with many venture capital and broking institutions.

3. Resolution 3 – Approval of the Employee Share Option Plan

The Company has established an Employee Share Option Plan, the terms of which were set out in the Notice of Annual General Meeting dated 23 October 2006 (“ Plan ”). Resolution 3 is a resolution which seeks shareholder approval in accordance with Exception 9 of Rule 7.2 of the ASX Listing Rules for the Company to issue securities under the Plan without prior shareholder approval and in reliance on the exception to Listing Rule 7.1.

Listing Rule 7.1 places certain restrictions on the extent to which a listed company may issue certain securities, including options. The effect is that shareholder approval is required before the company may issue certain securities representing more than 15% of the capital of the company within a 12 month period. However, certain issues are exempt from the restrictions of Listing Rule 7.1 and are effectively disregarded for the purposes of determining the number of securities which a company may issue within a 12 month period.

Exempt issues include an issue of securities to persons participating in an employee share option plan where shareholders have approved the issue of securities under the plan as an exemption from Listing Rule 7.1. Shareholder approval must be given in a general meeting held not more than 3 years before the date of issue when the notice of meeting contains or is accompanied by certain prescribed information (set out below) (Exception 9 of Listing Rule 7.2).

In order to take advantage of the exemption from Listing Rule 7.1 and allow the Company flexibility to issue securities, shareholders are requested to refresh their approval of the issue of securities under the

4

Plan as an exemption from Listing Rule 7.1. This approval will be effective for a period of 3 years from the date of the Resolution. It should be noted that Resolution 3 does not approve the issue of any Plan Options to any Director of the Company. Plan Options cannot be granted to Directors of the Company or their associates unless prior approval of Shareholders is obtained in accordance with the Listing Rules.

The main purposes of the Plan is to give an additional incentive to Directors and employees of the Company to provide dedicated and ongoing commitment and effort to the Company, and for the Company to reward its Directors and employees for their efforts.

The terms of the Plan are the same as those contained in the Notice of Meeting dated 23 October 2006 other than:

• (a) The exercise period of the Plan Options will be the period determined by the Board at the time of issue, which will not be more than 5 years from the date of issue (the exercise period had previously been the period of 60 months from and including the Issue Date).

• (b) The exercise price of the Plan Options will be determined by the Board at the time of issue in its discretion (previously this was subject to the requirement that the price would not be less than the weighted average sale price of shares sold on ASX during the 5 trading days immediately prior to the proposed Grant Date plus a premium of 10%).

• (c) For the purpose of determining entitlements to any new issues of capital offered to shareholders, Plan Option holders will be notified at least 7 business days prior to the record date of the proposed new issue. This will give the Option holders the opportunity to exercise their Plan Options prior to the date for determining entitlements to participate in any such issue; (previously this had been 10 business days).

The Directors consider these amendments will give the Board greater flexibility when providing incentives to eligible recipients under the Plan.

If Plan Options are exercised, it will have the effect of increasing the Company’s cash position by the amount of the exercise price multiplied by the number of options exercised. It will also increase the number of Shares that are on issue by the number of options exercised.

Shares issued pursuant to the exercise of the Plan Options will rank pari passu in all respects with the Company’s existing Shares. Plan Options will not be listed for quotation on ASX, however, the Company will make application for official quotation of Shares issued on the exercise of Plan Options to ASX.

In accordance with Listing Rule 7.2, Shareholders are provided with the following information.

A summary of the significant terms of the Employee Share Option Plan follows:

• (a) The exercise price for the Plan Option will be such price as determined by the Board (in its discretion).

• (b)

• Options issued under the Plan will be issued for no consideration.

• (c) The expiry date for a Plan Option is the date determined by the Board at the time of issue, which will be no later than 5 years from the date of issue.

• (d) Each Plan Option exercised will entitle the holder to one fully paid ordinary share in the capital of the Company.

• (e) The Plan Options may be exercised at any time prior to the Expiry Date, in whole or in part, upon payment of the Exercise Price per Option.

• (f)

• Each Plan Option may be exercised:

• (i) at any time during a takeover “Bid Period” (as defined in the Corporations Act);

• (ii) at any time after a person, or a group of associated persons, becoming entitled to sufficient

5

shares in the Company to give that person or persons the ability, in general meeting, to replace all or a majority of the Board; or

• (iii) at any time after the announcement of a proposed capital reconstruction.

• (g) Plan Options may only be exercised by notice in writing to the Company delivered to the registered office of the Company. The notice must specify the number of Plan Options being exercised together with payment of the relevant exercise price.

• (h) Each holder of a Plan Option is required to exercise the Plan Option in order to participate in any new issues of shares made by the Company. Each Plan Option holder will be notified of the terms of any new issue to Shareholders at least 7 business days before the record date of the proposed new issue.

• (i) In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital, rights issue or bonus issue in the Company, the Plan Options will be reorganised in accordance with the Listing Rules.

• (j) Shares allotted and issued pursuant to the exercise of a Plan Option will be allotted and issued not more than 10 Business Days after the receipt of a properly executed notice of exercise of option and the application monies. The Company will apply for official quotation of shares issued pursuant to the exercise of Plan Options, in accordance with the Listing Rules.

• (k) A certificate will be issued for Plan Options unless the Plan Options are part of any uncertified form of transfer. If there is more than one Plan Option on a certificate and prior to the Expiry Date those Plan Options are exercised in part, the Company will issue another certificate for the balance of the Plan Options held and not yet exercised.

• (l)

• Application will not be made for official quotation of the Plan Options on ASX.

• (m) Subject to exceptions dealing with death, retirement, redundancy and total and permanent disablement, if an employee leaves the Company any Plan Options held by that employee will only be exercisable after receiving written consent from the Board of Directors.

• (n) The Plan Options are not transferable, other than in the case of death of the holder.

The Company has issued 2,300,000 Plan Options (as outlined below) under the Plan since it was approved at the Company’s Annual General Meeting on 23 November 2006:

Number of Plan Options	Exercise price	Expiry date
500,000	$0.10	31 July 2013
500,000	$0.15	17 October 2013
300,000	$0.15	24 June 2014
1,000,000	$0.10	15 January 2011

RESPONSIBILITY FOR INFORMATION

The information concerning the Company contained in this Explanatory Statement, including information as to the views and recommendations of the Directors has been prepared by the Company and is the responsibility of the Company.

The Explanatory Statement does not take into account the individual investment objectives, financial situation and particular needs of individual Shareholders. If you are in doubt as to what you should do you should consult your legal, financial or professional adviser prior to voting.

6

GLOSSARY

ASX means ASX Limited.

Board means the current board of directors of the Company.

Company means Stratatel Limited (ABN 63 088 257 729).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

EST means Eastern Standard Time.

Explanatory Statement means this explanatory statement to the Notice of Meeting.

Listing Rules means the Listing Rules of ASX.

Meeting means the annual general meeting of Shareholders convened by the Notice of Meeting.

Notice of Meeting means the notice of meeting which forms part of this Explanatory Statement.

Plan means the Employee Share Option Plan referred to in Resolution 3.

Plan Option means an option to acquire a share issued under the Plan.

Remuneration Report means that section of the Directors Report under the heading “Remuneration Report” set out in the 2009 Annual Report.

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 holder of a Share.

$ means Australian dollars

7

STRATATEL LIMITED

ABN 63 088 257 729

Shareholder Details

Name: ................................................................................................................................................................................................ Address: ..............................................................................................................................................................................................

Contact Telephone No: ....................................................................................................................................................................... Contact Name (if different from above): ............................................................................................................................................

Appointment of Proxy

I/We being a shareholder/s of Stratatel Limited and entitled to attend and vote hereby appoint

==> picture [32 x 33] intentionally omitted <==

The Chairman Write here the name of the person you of the Meeting OR are appointing if this person is someone other than the Chairman of (mark with an ‘X’) the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Meeting of Stratatel Limited to be held at the Amora Jamison Hotel, 11 Jamison street, Sydney, New South Wales on 12 November 2009 at 10.0am (EST) and at any adjournment of that Meeting.

IMPORTANT

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an ‘X’. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

Voting directions to your proxy – please mark to indicate your directions

For Against Abstain*

Resolution 1. Adoption of the Remuneration Report (non‐binding) Resolution 2. Re‐election of Mr Ian Macliver Resolution 3. Approval of the Employee Share Option Plan

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. Appointment of a second proxy (see instructions overleaf)

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

STRATATEL LIMITED ABN 63 088 257 729

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company Secretary on (08) 9322 7600 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged a copy of the Power of Attorney with the Company’s share registry. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the Meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate is either included in the Notice of Meeting or may be obtained from the Company’s share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company at Stratatel Limited, 945 Wellington Street, West Perth, WA or sent by facsimile to the company on (08) 9322 7602.