JCURVE SOLUTIONS LTD — AGM Information 2016

Oct 20, 2016

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ABN 63 088 257 729

LETTER TO SHAREHOLDERS

21 October 2016

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 9.30am (AEDT) on 22 November 2016 at:

JCurve Solutions Limited The Boardroom Level 8 9 Help Street Chatswood NSW 2067

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 2016, 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 13 of the Notice.

– Important notice 2016 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 2016 Annual Report can be viewed on the Company’s website at

http://clients3.weblink.com.au/pdf/JCS/01770209.pdf

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

Yours faithfully

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Bruce Hatchman Chairman

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JCURVE SOLUTIONS LIMITED

ABN 63 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

TIME : 9.30am (AEDT) DATE : Tuesday, 22 November 2016 PLACE : JCurve Solutions Limited The Boardroom Level 8 9 Help Street Chatswood NSW 2067

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 13.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	9
Schedule 1 – Notice of Nomination of Auditor	14
Schedule 2 – Summary of EIP Key Terms and Key Policy Settings	15
Glossary	17
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 11 172 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 9.30am (AEDT) on Sunday, 20 November 2016.

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 1300 798 195 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 JCurve Solutions Limited, The Boardroom, Level 8, 9 Help Street, Chatswood NSW 2067, at 9.30am (AEDT) on 22 November 2016. Registration will open at 8.45am (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 Sunday, 20 November 2016.

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 2016.

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR DAVID FRANKS

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

“That for the purposes of clause 13.2 of the Constitution and for all other purposes, Mr David Franks be re-elected as a Director of the Company.”

2. RESOLUTION 2 – ADOPTION OF THE REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a Non-Binding Ordinary Resolution:

“That for the purposes of Section 250R(2) of the Corporations Act 2001 and for all other purposes, approval is given to adopt the JCS Remuneration Report as contained in the Company’s Financial Report for the year ended 30 June 2016.”

3. RESOLUTION 3 – APPOINTMENT OF NEW AUDITOR

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

“That, subject to the Australian Securities and Investments Commission having given their consent to the resignation of the current auditor of the Company, HLB Mann Judd (Chartered Accountants), for the purposes of Section 327B of the Corporations Act and for all other purposes, BDO East Coast Partnership having been nominated to act as the Company’s Auditor and having consented in writing to act as auditor of the Company, be appointed auditor of the Company with immediate effect and that the Directors be authorised to agree their remuneration.”

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4. RESOLUTION 4 – JCURVE EQUITY INCENTIVE PLAN (EIP) APPROVAL

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the establishment of the EIP, as described in the Explanatory Statement, and issues under the EIP.”

DATED: 21 October 2016

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 2).

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 Resolutions 2 and 4. If you do not do so, your proxy will not be able to vote on your behalf on Resolutions 2 and 4.

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 Resolutions 2 and 4 (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 Resolutions 2 and 4 (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 2 and 4 by the persons detailed in the table below.

Resolution	Voting exclusions
Resolution 2 – Adoption of Remuneration Report	The Company will disregard any votes 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 2016, 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 on Resolution 2 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, specifying how the proxy is to vote on the Resolution; or - it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form authorising him to vote as he decides on the Resolution (even though it is connected with the remuneration of members of the KMP,includingthe Chairman).
Resolution 4 – JCurve Equity Incentive Plan (EIP) Approval	The Company will disregard any votes cast on this Resolution by any party other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. The Company will disregard any votes 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 2016, and - any Closely Related Parties of such member of the KMP.

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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 on Resolution 4 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, specifying how the proxy is to vote on the Resolution; or - it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form authorising 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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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 22 November 2016 at 9.30am (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 2016, 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;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

• 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 15 November 2016.

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.

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RESOLUTION 1 - MR DAVID FRANKS

Mr Franks will retire by rotation and seeks re-election in accordance with clause 13.2 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 Ocius Limited and is currently Company Secretary of the following listed companies: Armidale Investment Corporation Limited, Elk Petroleum Limited, Pulse Health Limited and White Energy Company Limited.

Current directorships of other listed companies

None

Former directorships of other listed companies in the last three years

None

Special responsibilities

Company Secretary Chair of the Audit & Risk Committee Member of the Remuneration Committee

Additional corporate governance disclosures

The Board notes that prior to originally appointing Mr Franks as a Director, appropriate background checks were conducted. There is no material adverse information to report as a result of those checks.

In addition and prior 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 2 – 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 2 is advisory only and not binding on the Company or its Directors.

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However, under the Corporations Act, if at least 25% of the votes cast on Resolution 2 are against the adoption of the Remuneration Report then:

• if comments are made on the Remuneration Report at the Meeting, JCS’s 2017 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 2017 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 2015 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.

4. RESOLUTION 3 – APPOINTMENT OF NEW AUDITOR

General

Resolution 3 seeks the appointment of BDO East Coat Partnership as the new auditor of the Company.

The reason for the change of auditor is the result of a competitive tender between the current auditor and two alternate auditors. It was further noted that part of the consideration for the change, amongst other matters resulting from the tenders, was that the current auditors HLB Mann Judd (Chartered Accountants) are located in Perth, Western Australia whereas the Company is located in Sydney, New South Wales.

HLB Mann Judd (Chartered Accountants), the current auditor, has resigned as auditor, subject to the consent of the Australian Securities & Investment Commission.

BDO East Coat Partnership have been duly nominated as auditor in accordance with Section 328B(1) of the Corporations Act. A copy of the notice of nomination of auditor referred to above is set out in Schedule 1 to this Notice.

BDO East Coat Partnership have provided their consent to be appointed as auditor.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of approving the appointment of BDO East Coat Partnership as auditor of the Company. The Chairman will vote undirected proxies in favour of this Resolution.

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5. RESOLUTION 4 – JCURVE EQUITY INCENTIVE PLAN (EIP) APPROVAL

The Company have introduced a new employee share scheme which is presented to Shareholders for approval at the Meeting.

Resolution 4 relates to the JCurve Equity Incentive Plan ( EIP ), described in more detail below.

The EIP incorporates both broad based equity participation for eligible Australian employees as well as key executives and Directors.

Background

A summary of the key terms of the EIP is set out in Schedule 2, and a copy of the rules of the EIP is available upon request from the Company.

Shareholder approval of the EIP is being sought for all purposes under the Corporations Act and the ASX Listing Rules, including ASX listing rule 7.2 (exception 9), so that shares issued in accordance with the EIP will be excluded from the calculation of the maximum number of new shares that can be issued by the Company in any 12 month period (currently 15% of shares previously on issue) for a period of three years from the date of approval.

If this Resolution 4 is approved by Shareholders, it will have the effect of enabling the securities issued by the Company under the EIP to be automatically excluded from the formula to calculate the number of securities which the Company may issue within the 15% in 12 months limit under Listing Rule 7.1 during the next three year period.

EIP terms generally

The EIP is a new employee equity plan developed to meet contemporary equity design standards and to provide the greatest possible flexibility in the design and offer choices available in respect of various new equity schemes.

The EIP enables the Company to offer employees a range of different employee share scheme ( ESS ) interests. These ESS interests or ‘awards’ include options, performance rights, service rights, deferred shares, exempt shares, cash rights and stock appreciation rights.

The type of ESS interest that may be offered to employees will be determined by a number of factors, including:

• the remuneration or incentive purpose of the award;

• the tax jurisdiction that the participating employee lives and/or works in;

• the laws governing equity incentives where the participating employee lives and/or works; and

• the logistics and compliance costs associated with offering equity incentives where the participating employee lives and/or works.

Whenever Shares are acquired under the EIP, they may be acquired and held by the JCurve Solutions Limited Performance Rights and Employee Share Scheme Trust ( EST ). The trust deed (EST Trust Deed) outlines the rules of the EST and the responsibilities of the Trustee, the Company and the participants. A copy of the EST Trust Deed is available upon request from the Company.

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Initial Offers

No offers have been made under the EIP at the date of the Meeting.

Shareholders should note that the following Shares have previously been issued under previously approved plans:

Allotment Date Shares Allotted Issued to 11 September 2015 4,800,000 (1) (2) Employees 7 December 2015 2,000,000 Mr B Hatchman & Mr D Franks (3)

• (1) 1,000,000 shares cancelled on 3 December 2015

• (2) 1,000,000 shares cancelled on 29 June 2016

• (3) 1,000,000 shares to each individual or nominee

Board recommendation: The Directors as potential future participants of the EIP (subject to future shareholder approval) have not made a recommendation in relation to this resolution. The Chairman will vote undirected proxies in favour of this Resolution.

6. 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 Tel: (+61 2) 9299 9690 c/- Franks & Associates Pty Limited Fax: (+61 2) 9299 9629 GPO Box 4325 Email: dfranks@fa.com.au Sydney, NSW 2001

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SCHEDULE 1 – NOTICE OF NOMINATION OF AUDITOR

NOTICE OF NOMINATION OF AUDITOR

21 October 2016

Mr David Franks Company Secretary JCurve Solutions Limited Level 8 9 Help Street CHATSWOOD NSW 2067

For the purposes of Section 328B(1) of the Corporations Act 2001 and for all other purposes, Mr Mark Jobling, being a Non-executive Director, Member and Substantial Shareholder of JCurve Solutions Limited, hereby nominates BDO East Coast Partnership of Level 11, 1 Margaret Street, Sydney NSW 2000 for appointment as auditor of JCurve Solutions Limited at the 2016 Annual General Meeting for the Company.

Yours sincerely

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Mark Jobling

Non-executive Director, Member and Substantial Shareholder

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SCHEDULE 2 – SUMMARY OF EIP KEY TERMS AND KEY POLICY SETTINGS

Eligibility

The Board has the discretion to determine which employees are eligible to participate in the EIP. The definition of employee under the rules of the EIP includes any full time or permanent part time employee or officer or director (excluding Mr Mark Jobling who is ineligible to participate) of the Company or any related body corporate of the Company.

Vesting conditions

The vesting of any securities issued under the EIP, excluding Exempt Shares, may be conditional on the satisfaction of performance and/or service conditions as determined by the Board and advised to the employee in the individual’s offer documents.

Exercise of securities

Vested securities issued under the EIP will not automatically trigger the exercise of the securities, but a participant will be entitled to exercise in accordance with the terms contained in the invitation to the individual.

Price

Securities issued under the EIP may be issued at no cost to the participants. Options may be subject to payment of an exercise price by the participant which is determined by the Board and advised to the participant in the individual’s offer documents.

Lapse/forfeiture

Securities issued under the EIP will lapse or be forfeited on the earliest of:

• any expiry date applicable to the securities;

• any date which the Board determines that vesting conditions applicable to the securities are not met or cannot be met;

• the participant dealing in respect of the securities in contravention of the EIP; and

• the Board determining that a participant has committed an act of fraud, is ineligible to hold the office for the purposes of Part 2D.6 of the Corporations Act, or is found to have acted in a manner that the Board considers to constitute gross misconduct.

Board may elect to settle in cash

If the Board determines that it is not appropriate for tax, legal, regulatory or compliance reasons to issue or transfer Shares upon satisfaction of its obligations under the plan, the Company may make a cash payment to the participant in accordance with the terms of the plan for equivalent value.

Waiving the restricted period

The Board may waive or shorten the restriction period applicable to securities issued under the EIP, as contained in the offer to the participant.

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Change of Control

On the occurrence of a Change of Control (as defined in the rules of the EIP), the Board will determine, in its sole and absolute discretion, the manner in which vested and unvested securities issued under the EIP shall be dealt with.

Cessation of employment

All unvested securities issued under the EIP lapse immediately on termination of employment unless any Leaver’s Policy applies or the Board determines otherwise depending on the circumstances.

No dealing or hedging

Dealing restrictions apply to securities issued under the EIP in accordance with the rules of the EIP and the Company’s share trading policy. Participants are prohibited from hedging or otherwise protecting the value of unvested securities issued under the EIP.

Rights attaching to Shares

Shares issued under the plan will rank equally for dividends and other entitlements, be subject to any restrictions imposed under these rules and otherwise rank equally with the existing Shares on issue at the time of allotment.

Company may issue or acquire shares

Company may, in its discretion, either issue new shares or acquire shares already on issue, or a combination of both, to satisfy the Company’s obligations under the EIP.

Adjustments

Prior to the allocation of shares to a participant upon vesting or exercise of securities issued under the EIP, the Board may make any adjustment it considers appropriate to the terms of securities in order to minimise or eliminate any material advantage or disadvantage to a participant resulting from a corporate action such as a capital raising or capital reconstruction.

Limits on securities issued

The number of shares that may be issued under the EIP is set with regard to the limits prescribed under ASIC Class Order 14/1000 with respect to employee share scheme offers made without a prospectus. Currently these limits provide that the number of shares that may be issued, when aggregated with a number of shares issued during the previous 3 years from share issues under all employee share schemes established by the Company (including as a result of exercise of options to acquire shares granted to the previous five years under any such employee share scheme), must not exceed 5% of the total number of shares on issue, disregarding certain unregulated offers.

Continued operation of the plan

The plan may be suspended, terminated or amended at any time by the Board, subject to any resolution of the Company required by the listing rules.

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GLOSSARY

$ means Australian dollars.

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.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

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.

EIP means Equity Incentive Plan, subject to approval in Resolution 4.

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.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

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Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2016.

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.

Special Resolution means a resolution passed by more than 75 per cent of the votes at a general meeting of Shareholders.

Trading Day means as defined in the ASX Listing Rules.

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.

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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

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

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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 9.30am (AEDT) Sunday, 20 November 2016

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/i12

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

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of JCurve Solutions Limited hereby appoint

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the Chairman 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 JCurve Solutions Limited, The Boardroom, Level 8, 9 Help Street, Chatswood, New South Wales on Tuesday, 22 November 2016 at 9.30am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : 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 Resolutions 2 and 4 (except where I/we have indicated a different voting intention below) even though Resolutions 2 and 4 are 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 Resolutions 2 and 4 by marking the appropriate box in step 2 below.

STEP	2	Items	of	Business		PLEASE NOTE:If you mark theAbstainbox 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.
						For Against Abstain

			For	Again	st Abstain
Resolution	1	Re-election of Director – Mr David Franks
Resolution	2	Adoption of the Remuneration Report
Resolution	3	Appointment of new auditor
Resolution	4	JCurve Equity Incentive Plan (EIP) Approval

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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