JCURVE SOLUTIONS LTD — AGM Information 2014

Oct 19, 2014

ABN 63 088 257 729

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LETTER TO SHAREHOLDERS

10 October 2014

Dear Shareholder

Annual General Meeting

On behalf of the Board, I am pleased to invite you to attend the Annual General Meeting of JCurve Solutions Limited. This will be held at 10.00am (AEDT) on 27 November 2014 at:

Lindsay Room Amora Hotel Jamison Sydney 11 Jamison Street Sydney NSW 2000

Enclosed are the following documents:

• Notice of Meeting and Explanatory Statement;

• Proxy Form for the Annual General Meeting; and

• Annual Report for the year ended 30 June 2014, for those Shareholders who have requested a printed copy.

If you are unable to attend the Meeting, I encourage you to appoint a proxy, by following the instructions on page 3 of the Notice of Meeting. You may also provide questions or comments in advance of the Meeting, by contacting the Company Secretary, using the details set out on page 16 of the Notice.

– Important notice 2014 Annual Report

Shareholders are reminded that the Annual Report is only mailed to those Shareholders who have elected to receive it in hard copy. The 2014 Annual Report can be viewed on the Company’s website at

http://www.jcurvesolutions.com/media/headline/file/j/c/jcsannualreport2014.pdf

We look forward to seeing you at the Annual General Meeting.

Yours faithfully

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Graham Baillie Executive Chairman

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JCURVE SOLUTIONS LIMITED ABN 63 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00am (AEDT) DATE : Thursday, 27 November 2014 PLACE : Lindsay Room Amora Hotel Jamison Sydney 11 Jamison Street Sydney NSW 2000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, using the contact details on page 16.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions) 5 Explanatory Statement (explaining the proposed Resolutions) 9 Proxy Form Separate

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 on page 5.

APPOINTING A PROXY

A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of JCS.

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes on a poll. Fractions will be disregarded.

To lodge a proxy, please use one of the following methods:

Online: By Mobile: Atwww.investorvote.com.au Scan the QR Code on your Proxy form and follow the prompts By Facsimile Transmission to: By Hand to: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) Computershare Investor Services Pty Ltd Level 2 45 St George’s Terrace Perth, Western Australia 6000	By Mail to: Computershare Investor Services Pty Ltd GPO Box 242 Melbourne Victoria 3001 Australia Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

The deadline for receipt of proxy appointments is 10.00am (AEDT) on Tuesday, 25 November 2014.

Proxy appointments received later than this time will be invalid.

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POWER OF ATTORNEY

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already been provided to the Share Registry.

CORPORATE REPRESENTATIVES

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

An appointment of corporate representative form may be obtained from Computershare Investor Services by calling (+61 3) 9415 4834 or online at - https://www au.computershare.com/Investor/help/PrintableForms.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting ( AGM ) of Shareholders of JCurve Solutions Limited will be held at the Lindsay Room, Amora Hotel Jamison Sydney, 11 Jamison Street, Sydney, NSW, 2000, at 10.00am (AEDT) on 27 November 2014. Registration will open at 9.30am (AEDT).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the AGM. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

The Directors have determined under Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 7.00pm (AEDT) on Tuesday, 25 November 2014.

AGENDA

ADOPTION OF ANNUAL REPORT

To receive and consider the Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2014.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as Ordinary Resolutions :

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR JOHN BOND

“That Mr John Bond be re-elected as a Director of the Company.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR DAVID FRANKS

“That Mr David Franks be re-elected as a Director of the Company.”

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolution below, which will be proposed as a Non-Binding Ordinary Resolution :

3. RESOLUTION 3 – ADOPTION OF THE REMUNERATION REPORT

“To adopt the JCS Remuneration Report for the year ended 30 June 2014.”

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as Ordinary Resolutions :

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SECURITIES UNDER PLACEMENT

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the issue of 50,172,030 Shares for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice.”

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5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the issue of 15,178,571 Shares for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice.”

DATED: 10 October 2014

BY ORDER OF THE BOARD

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JCURVE SOLUTIONS LIMITED DAVID FRANKS COMPANY SECRETARY

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Voting Exclusion Statement

For the definitions of Key Management Personnel ( KMP ) and Closely Related Parties, please refer to the Glossary on page 17.

The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting in relation to remuneration related Resolutions (such as Resolution 3).

In addition, separate voting restrictions apply in respect of Resolutions 4 and 5 under the ASX Listing Rules.

What this means for Shareholders : If you intend to appoint a member of the KMP (other than the Chairman of the Meeting) as your proxy, please ensure that you direct them how to vote on Resolution 3. If you do not do so, your proxy will not be able to vote on your behalf on Resolution 3.

If you intend to appoint the Chairman of the Meeting as your proxy, you are encouraged to direct him how to vote by marking the boxes for Resolution 3 (for example if you wish to vote for, or against, or to abstain from voting). If you appoint the Chairman as your proxy without directing him how to vote, the proxy form authorises him to vote as he decides on Resolution 3 (even though that Resolution is connected with the remuneration of KMP). The Chairman of the Meeting intends to vote in favour of all Resolutions (where permissible).

The Company will disregard votes cast on Resolutions 3, 4 and 5 by the persons detailed in the table below.

Resolution

Voting exclusions

Resolution 3 – Adoption of Remuneration Report

A vote must not be cast in any capacity by: - a current or former member of the KMP whose remuneration details are included in the remuneration report for the year ended 30 June 2014, and - any Closely Related Parties of such member of the KMP. In addition, no votes may be cast as a proxy by any other person who has become a member of the KMP by the time of the AGM, or their Closely Related Parties. However, the Company need not disregard a vote cast as proxy for a person who is entitled to vote on Resolution 3 if: - the vote is cast in accordance with the directions on the proxy form, specifying how the proxy is to vote on the Resolution; or - the vote is cast by the Chairman of the Meeting and the proxy form authorises him to vote as he decides on the Resolution (even though it is connected with the remuneration of members of the KMP, including the Chairman).

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Resolution 4 – Ratification of Prior Issue of Securities under Placement

A vote must not be cast by: - the persons listed in Section 4, part (d) of the Explanatory Statement, being the persons that participated in the issue of the securities that are the subject of the Resolution; and - any associates of those persons. However, the Company need not disregard a vote cast as proxy for a person who is entitled to vote on Resolution 4 if: - the vote is cast in accordance with the directions on the proxy form, specifying how the proxy is to vote on the Resolution; or - the vote is cast by the Chairman of the Meeting, in accordance with a direction on the proxy form, to vote as the proxy decides.

Resolution 5 – Ratification of Prior Issue of Securities

A vote must not be cast by: - the persons listed in Section 4, part (j) of the Explanatory Statement, being the persons that participated in the issue of the securities that are the subject of the Resolution; and - any associates of those persons. However, the Company need not disregard a vote cast as proxy for a person who is entitled to vote on Resolution 5 if: - the vote is cast in accordance with the directions on the proxy form, specifying how the proxy is to vote on the Resolution; or - the vote is cast by the Chairman of the Meeting, in accordance with a direction on the proxy form, to vote as the proxy decides.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held on 27 November 2014 at 10.00am (AEDT).

This 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.

1. ANNUAL REPORT

The business of the Meeting will include receipt and consideration of the Company’s Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2014, which are included in JCS’s Annual Report.

In accordance with the Corporations Act 2001, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Annual Report, and on the management of JCS.

The Company’s auditor will be present at the Meeting (either in person or by phone). During the discussion of this item, the auditor will be available to answer questions on:

• 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 auditor in relation to the conduct of the audit.

Written questions for the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report to the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, that is, by 20 November 2014.

2. RE-ELECTION OF DIRECTORS

Clause 13.2 of the Constitution requires that one third of the Directors (or if their number is not a multiple of three, then the number nearest one third, rounded upwards) must retire at each annual general meeting. It also provides that a Director who retires under clause 13.2 is eligible for re-election. The Managing Director is exempt from this requirement.

Clause 13.4 of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an additional Director. A Director appointed under clause 13.4 must retire at the next following annual general meeting and is then eligible for re-election.

RESOLUTION 1 – MR JOHN BOND

Mr Bond will retire by rotation and seeks re-election in accordance with clause 13.2 of the Constitution.

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Brief Curriculum Vitae of Mr John Bond – B.Com, B,Juris, B Laws, FAICD Independent Non-executive Director

Experience and expertise

Mr Bond holds a Bachelor of Commerce degree, is a Corporate Member of the Property Council and a member of the Australian Institute of Company Directors.

Mr Bond has been a director of Primewest Management Limited since 2000 and of other companies within the group since 1994. Primewest is a commercial property syndication business with assets under management of $1.8 billion, located in all mainland states of Australia. His background spans law, investment banking as well as property investment and development. As a professional property investor, he has over 20 years’ experience in negotiating acquisitions, overseeing the development of properties and asset management.

Mr Bond is currently Chairman of The Fathering Project.

Current directorships of other listed companies

Non-executive director of Fleetwood Corporation Limited.

Former directorships of other listed companies in the last three years

None

Special responsibilities

Chairman of the Audit Committee

Board recommendation: The Directors (with Mr Bond abstaining) unanimously recommend the re-election of Mr Bond.

RESOLUTION 2 – MR DAVID FRANKS

Mr Franks will retire and now seeks re-election in accordance with clause 13.4 of the Constitution.

Brief Curriculum Vitae of Mr David Franks – B.Ec, CA, F Fin, JP

Independent Non-executive Director

Experience and expertise

Mr Franks joined the Board of JCS on 15 September 2014. He holds a Bachelor of Economics (Finance and Accounting) from Macquarie University, is a Chartered Accountant, Fellow of the Financial Services Institute of Australia, Justice of the Peace and Registered Tax Agent.

With over 20 years in finance and accounting, initially qualifying with Price Waterhouse in their Business Services and Corporate Finance divisions, Mr Franks has been CFO, Company Secretary and/or director for numerous ASX listed and unlisted public and private companies, in a range of industries covering energy retailing, transport, financial services, mineral exploration, technology, automotive, software development and healthcare.

Mr Franks was previously a non-executive director of Solar Sailor Holdings Limited and is currently Company Secretary of the following listed companies: Armidale Investment Corporate Limited, Elk Petroleum Limited, Pulse Health Limited and White Energy Company Limited.

Current directorships of other listed companies

None

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Former directorships of other listed companies in the last three years

None

Special responsibilities

Company Secretary Member of the Audit Committee

Additional corporate governance disclosures

The Board notes that prior to appointing Mr Franks as a Director and putting him forward as a candidate for re-election, appropriate background checks were conducted. There is no material adverse information to report as a result of those checks.

In addition to his appointment as a Non-executive Director, Mr Franks has been appointed as the Company Secretary. The Board considers that Mr Franks qualifies as an independent director.

Board recommendation: The Directors (with Mr Franks abstaining) unanimously recommend the re-election of Mr Franks.

3. RESOLUTION 3 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Annual Report. The Remuneration Report details the Company’s remuneration arrangements for the Directors and senior management of the Company.

S250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 3 is advisory only and not binding on the Company or its Directors.

However, under the Corporations Act, if at least 25% of the votes cast on Resolution 3 are against the adoption of the Remuneration Report then:

• if comments are made on the Remuneration Report at the Meeting, JCS’s 2015 Remuneration Report will be required to include an explanation of the Board’s proposed action in response or, if no action is proposed, the Board’s reasons for this; and

• if, at next year’s AGM, at least 25% of the votes cast on the resolution for adoption of the 2015 Remuneration Report are against it, JCS will be required to put to Shareholders a resolution proposing that an Extraordinary General Meeting ( EGM ) be called to consider the election of Directors ( Spill Resolution ). If the Spill Resolution is passed (i.e. more than 50% of the votes cast are in favour of it), all of the Directors (other than the Managing Director) will cease to hold office at the subsequent EGM, unless re-elected at that Meeting.

Last year, a resolution was passed to adopt the 2013 Remuneration Report, with in excess of 75% of votes cast in favour of the resolution on a show of hands (noting that in excess of 75% of proxies lodged were also in favour of the resolution).

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Remuneration Report.

Board recommendation: The Remuneration Report forms part of the Directors’ Report, which was approved in accordance with a unanimous resolution of the Board. Each Director recommends that Shareholders vote in favour of adopting the Remuneration Report.

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4. RATIFICATION OF PRIOR ISSUES OF SECURITIES

ASX Listing Rule 7.1

ASX Listing Rule 7.1 restricts listed companies in relation to the number of equity securities that they can issue or agree to issue without shareholder approval. Generally, a listed company cannot, in any 12 month period, issue a number of equity securities which is more than 15% of their fully paid ordinary shares on issue without shareholder approval ( 15% limit ), unless an exception applies. The Company has not exceeded this 15% limit.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of their issued capital through placements over a 12 month period after an annual general meeting. This 10% placement capacity is in addition to the Company’s 15% limit under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that where holders of ordinary securities approve a previous issue of securities made without approval under ASX Listing Rule 7.1 or ASX Listing Rule 7.1A, and provided that the previous issue of securities did not breach ASX Listing Rule 7.1 or ASX Listing Rule 7.1A as applicable, those securities shall be deemed to have been issued with Shareholder approval for the purpose of ASX Listing Rule 7.1 or ASX Listing Rule 7.1A.

RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF SECURITIES UNDER PLACEMENT

Background

On 17 April 2014, the Company announced that it had arranged a Placement of 50,172,030 Shares ( Placement Shares ) to professional and sophisticated investors. 23,921,400 of the Placement Shares were issued under ASX Listing Rule 7.1 and 26,250,630 Placement Shares were issued under ASX Listing Rule 7.1A. The Placement Shares were allotted on 29 April 2014.

Shareholder approval is now sought for the issues of securities set out below, pursuant to ASX Listing Rule 7.4, to partially reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1, if required, over a 12 month period without seeking further Shareholder approval. The Company is not seeking to renew its ability to issue Shares under ASX Listing Rule 7.1A, but as a matter of good governance, is seeking Shareholder approval to ratify past issues of Shares under ASX Listing Rule 7.1A.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (a) the number of securities issued was 50,172,030 Placement Shares.

• (b) the Placement Shares were issued at an issue price of $0.05 per Share.

• (c) the Placement Shares issued rank equally with, and are on the same terms as, the existing Shares on issue.

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(d) the Placement Shares were issued to the persons set out in the table below:

		No. of
		Placement
Issue date	Name of Applicant	Shares
29/04/2014	THE ALPINE BARK HUT PTY LTD	600,000
29/04/2014	ALTERNATIVE FREIGHT SERVICES PTY LTD	160,000
29/04/2014	ANTSORM CONSULTING PTY LTD	1,000,000
29/04/2014	APAM HOLDINGS PTY LTD	200,000
29/04/2014	AUSEPEN PTY LTD	500,000
29/04/2014	AUSTRALIAN EXECUTOR TRUSTEES LTD	3,000,000
29/04/2014	MR DOMENIC BARBARO	140,000
29/04/2014	BBY NOMINEES LIMITED	330,000
29/04/2014	MR THOMAS JAMES BOORMAN	100,000
29/04/2014	MR CHARLES JAMES OPIE BOOTH	200,000
29/04/2014	MR MARTIN JOHN BOOTH	400,000
29/04/2014	MR NICHOLAS JAMES BREAKSPERE	200,000
29/04/2014	DR DAVID LIONEL BROOKES & MRS	700,000
	ELISABETH BROOKS
29/04/2014	CABEZ INVESTMENTS PTY LTD	100,000
29/04/2014	CALAMA HOLDINGS PTY LTD	2,000,000
29/04/2014	THE CAPOZZI FAMILY SUPER PTY LTD	300,000
29/04/2014	MR ALAN THOMAS CASHMAN & MRS	1,000,000
	HEATHER JEAN CASHMAN
29/04/2014	CLEAR CHANNEL PTY LTD	200,000
29/04/2014	CLIFFRON INVESTMENTS PTY LTD	600,000
29/04/2014	CMC MARKETS STOCKBROKING	100,000
	NOMINEES PTY LTD
29/04/2014	CONRUL PTY LTD	250,000
29/04/2014	CORPORATE PROPERTY SERVICES PTY LTD	700,000
29/04/2014	MR PETER ARTHUR CUTTEN	200,000
29/04/2014	MRS ROBYN STANFORD CUTTEN	200,000
29/04/2014	DAYMIST PTY LIMITED	200,000
29/04/2014	DELUTO PTY LIMITED	75,000
29/04/2014	DEMASIADO PTY LTD	250,000
29/04/2014	MR ALLISTER STEWART DOECKE	300,000
29/04/2014	DOECKE NOMINEES PTY LTD	600,000
29/04/2014	MR NATHANIAL MARC DOUST	200,000
29/04/2014	DRUMNADROCHIT FUTURES PTY LTD	1,000,000
29/04/2014	EASTERN UNION INVESTMENTS PTY	400,000
29/04/2014	MRS JOANNE GRACE FERNANDES	100,000
29/04/2014	FORESIGHT PTY LTD	990,042
29/04/2014	FUTURE LAND LIMITED	500,000
29/04/2014	GANANCIA HOLDINGS PTY LTD	300,000
29/04/2014	MR SIMON GENNARI	500,000
29/04/2014	GREENSLADE HOLDINGS PTY LTD	1,000,000
29/04/2014	GREY BUCKET PTY LTD	440,000
29/04/2014	HADDAD BROWN PTY LTD	200,000
29/04/2014	MR PETER HALL & MRS SALLY HALL	200,000
29/04/2014	MR PETER HILTON HAMMILL &	300,000
	MRS ZDENKA HAMMILL
29/04/2014	MR NICHOLAS HASLAM	200,000

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29/04/2014	HAWTHORN GROVE INVESTMENTS PTY LTD	500,000
29/04/2014	HIRSCH FINANCIAL PTY LTD	500,000
29/04/2014	KAYJEM PTY LIMITED	100,000
29/04/2014	MR GEORGE EMMANUEL LIMBERIS	100,000
29/04/2014	LTL CAPITAL PTY LTD	1,000,000
29/04/2014	MR GIUSEPPE MANCINI &	300,000
	MRS ANGELA MANCINI
29/04/2014	MS PAMELA ELIZABETH MERRICK	200,000
29/04/2014	MINERARIA TORO PTY LTD	330,000
29/04/2014	MINIMUM RISK PTY LTD	1,000,000
29/04/2014	MONACO INVESTMENT CO PTY LTD	220,000
29/04/2014	MRS JENNIFER MONCKTON	800,000
29/04/2014	MR CHRISTOPHER DAVID BRYAN MORBEY	100,000
29/04/2014	MR WILLIAM ALEXANDER MORRISON	500,000
29/04/2014	NATIONAL NOMINEES LIMITED	1,870,000
29/04/2014	NOTLE PTY LTD	400,000
29/04/2014	MR ELGAR DAVID O'MAHONY	300,000
29/04/2014	MR JOHN MICHAEL O'SHEA	9,990
29/04/2014	PERSHING AUSTRALIA NOMINEES PTY LTD	4,228,874
29/04/2014	PICKWELL PTY LIMITED	100,000
29/04/2014	PUNTERO PTY LTD	700,000
29/04/2014	MR LEYLAND CHARLES RISSMAN &	225,000
	MRS TUI RISSMAN
29/04/2014	SERENA (WA) PTY LTD	300,000
29/04/2014	SLADEN NOMINEES PTY LTD	400,000
29/04/2014	THE STEPHENS GROUP PTY LTD	1,000,000
29/04/2014	MR MICHAEL BERNARD STEPHENS &	200,000
	MRS TAHLIA JAE STEPHENS
29/04/2014	MR FRANZ SUGAR & MRS GAIL SUGAR	100,000
29/04/2014	SWELL NOMINEES PTY LTD	500,000
29/04/2014	SWISS PARTNERS PTY LTD	500,000
29/04/2014	SYMINGTON PTY LTD	1,000,000
29/04/2014	TAURUS CORPORATE SERVICES PTY LTD	321,094
29/04/2014	MR DUSTIN LEITH TEASDALE	100,000
29/04/2014	TEEFISH SUPER PTY LTD	330,000
29/04/2014	MR ANDREW JOHN THAIN	400,000
29/04/2014	THRIVR PTY LTD	900,000
29/04/2014	TIDELIAN PTY LTD	300,000
29/04/2014	TOMREDA PTY LTD	1,000,000
29/04/2014	TRUMPER PARK INVESTMENTS PTY LTD	200,000
29/04/2014	TWENTY TEN ENTERPRISE LTD	1,000,000
29/04/2014	MR DIRK CHARLES HAWKER	100,000
29/04/2014	VILLASOR HOLDINGS PTY LTD	200,000
29/04/2014	MRS CARMEL ELIZABETH WHITING	1,000,000
29/04/2014	MR HARRY CHESHER WHITING	150,000
29/04/2014	MR MICHAEL ANDREW WHITING &	1,000,000
	MRS TRACEY ANNE WHITING
29/04/2014	MR PETER ANTHONY WHITING &	752,030
	MRS JANE MARY WHITING
29/04/2014	MRS WENDY WHITING	400,000

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29/04/2014	MRS WENDY ANN WHITING &	400,000
	MR JOHN JAMES WHITING
29/04/2014	WISEVEST PTY LTD	2,000,000
29/04/2014	WORTHWHILE RECRUITING PTY LTD	100,000
29/04/2014	YALINA INVESTMENTS PTY LTD	400,000
29/04/2014	YINDARRA PTY LTD	100,000
29/04/2014	MS XIAN XIA ZENG	600,000

• (e) the funds raised will be used to provide working capital and fund marketing campaigns and the future growth of the Company.

• (f) a voting exclusion statement is shown on page 8 of the Notice.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of ratifying the above issue of equity securities. This will enable the Company to retain the flexibility to issue further equity securities representing (providing Resolution 5 is also passed) up to 15% of the Company’s Share capital under ASX Listing Rule 7.1 during a 12 month period without seeking further Shareholder approval.

RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

Background

On 17 April 2014, the Company announced that it intended to acquire 100% of the issued capital of leading cloud telecoms management company, The Full Circle Group Pty Limited ( Full Circle ). The acquisition was completed on 17 June 2014, and as consideration, the Company issued 15,178,571 Shares to shareholders of Full Circle ( FC Shares ).

Shareholder approval is now sought for the issues of securities set out below, pursuant to ASX Listing Rule 7.4, to partially reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1, if required, over a 12 month period without seeking further Shareholder approval.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (g) the number of securities issued was 15,178,571 FC Shares.

• (h) the FC Shares were issued as consideration, for a deemed issue price of $0.056 per Share.

• (i) the FC Shares issued rank equally with, and are on the same terms as, the existing Shares on issue.

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(j) the FC Shares were issued to the persons set out in the table below:

		No. of
		Placement
Issue date	Name of Applicant	Shares
18/06/2014	Daniel James Cheail	301,761
18/06/2014	E.S. Pearce Nominees Pty Limited	1,056,163
18/06/2014	Michael Charles Benveniste	289,690
18/06/2014	ABZAC Investments Pty Limited	289,690
18/06/2014	Green Lane Pty Limited	579,381
18/06/2014	Potentate Investments Pty Limited	6,330,943
18/06/2014	Antony Michael Simmons	6,330,943

• (k) no funds were raised from the issue of the FC Shares, as the FC Shares were issued as consideration for the acquisition of 100% of Full Circle.

• (l) a voting exclusion statement is shown on page 8 of the Notice.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of ratifying the above issue of equity securities. This will enable the Company to retain the flexibility to issue further equity securities representing (providing Resolution 4 is also passed) up to 15% of the Company’s Share capital under ASX Listing Rule 7.1 during a 12 month period without seeking further Shareholder approval.

5. ENQUIRIES

Shareholders may contact the Company Secretary if they have any queries in respect of the matters set out in these documents.

David Franks Company Secretary JCurve Solutions Limited c/- Franks & Associates Pty Limited GPO Box 4325 Sydney, NSW 2001

Tel: (+61 2) 9299 9690 Fax: (+61 2) 9299 9629 Email: dfranks@fa.com.au

16

GLOSSARY

AEDT means Australian Eastern Daylight Time, Sydney, New South Wales.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691).

ASX Listing Rules means the Listing Rules of ASX.

Board means the board of Directors of the Company as constituted from time to time.

Closely Related Parties , in relation to a member of KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with JCS (or the JCS Group), and any company the member controls.

Company or JCS means JCurve Solutions Limited (ABN 63 088 257 729).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Documents means each of the Notice, Explanatory Statement and the Proxy Form and all other documents that accompany each other when sent to each Shareholder.

Explanatory Statement means the explanatory statement accompanying the Notice.

JCS Group means JCS and its controlled entities.

Key Management Personnel or KMP means those persons having authority and responsibility for planning, directing and controlling the activities of JCS or the JCS Group, whether directly or indirectly. Members of the KMP include Directors and certain senior executives.

Notice means the notice of Meeting that accompanies and forms part of the Documents.

Option means an option, if exercised in accordance with its terms, to acquire one Share in the Company.

Ordinary Resolution means a resolution passed by more than 50 per cent of the votes at a general meeting of Shareholders.

Placement means the private placement described in the Background section of Resolution 4 in the Explanatory Statement.

Placement Shares means the Shares issued on 29 April 2014 under the Placement.

Resolutions means the resolutions set out in the Notice, 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.

Share Registry means Computershare Investor Services.

17

Interpretation

In these Documents, unless the context requires otherwise:

• (a) a reference to a word includes the singular and the plural of the word and vice versa;

• (b) a reference to a gender includes any gender;

• (c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

• (d) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;

• (e) headings are included for convenience only and do not affect interpretation;

• (f) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

• (g) a reference to a thing includes a part of that thing and includes but is not limited to a right;

• (h) the terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;

• (i) a reference to a statute or statutory provision includes but is not limited to:

• (i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;

• (ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and

• (iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;

• (j) reference to “$”, “A$”, “Australian Dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia; and

• (k) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

18

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Lodge your vote:

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
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Online:

www.investorvote.com.au

JCurve Solutions Ltd

ABN 63 088 257 729



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 JCS MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 798 195 (outside Australia) +61 3 9415 4834

Proxy Form

Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10.00am (AEDT) Tuesday, 25 November 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% 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 or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

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. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of JCurve Solutons Limited hereby appoint the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of JCurve Solutions Limited to be held at Lindsay Room, Amora Hotel Jamison Sydney, 11 Jamison Street, Sydney, New South Wales on Thursday, 27 November 2014 at 10.00am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolution : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 3 (except where I/we have indicated a different voting intention below) even though Resolution 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 3 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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			For	Again	st Abstain
Resolution	1	Re-election of Director - Mr John Bond
Resolution	2	Re-election of Director - Mr David Franks
Resolution	3	Adoption of the Remuneration Report
Resolution	4	Ratification of Prior Issue of Securities under Placement
Resolution	5	Ratification of Prior Issue of Securities

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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J C S

1 9 1 0 5 8 A