JCURVE SOLUTIONS LTD — AGM Information 2017

Oct 22, 2017

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ABN 63 088 257 729

LETTER TO SHAREHOLDERS

16 October 2017

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 Wednesday, 22 November 2017 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 2017, 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 11 of the Notice.

– Important notice 2017 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 2017 Annual Report can be viewed on the Company’s website at

http://clients3.weblink.com.au/pdf/JCS/01886701.pdf

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

Yours faithfully

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Bruce Hatchman Chairman

jcurvesolutions.com

Level 8, 9 Help Street, Chatswood NSW 2067

1800 528 783

JCURVE SOLUTIONS LIMITED ABN 63 088 257 729

NOTICE OF ANNUAL GENERAL MEETING

TIME : 9.30am (AEDT) DATE : Wednesday, 22 November 2017 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 11.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	12
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: By Mail to: At www.investorvote.com.au Scan the QR Code on your Computershare Investor Proxy form and follow the Services Pty Ltd prompts GPO Box 242 Melbourne Victoria 3001 Australia By Facsimile Transmission to: By Hand to: Custodian voting: 1800 783 447 (within Computershare Investor For Intermediary Online Australia) or Services Pty Ltd subscribers only (custodians) +61 3 9473 2555 (outside Level 11 please visit www.intermediaryonline.com Australia) 172 St George’s Terrace to submit your voting Perth, Western Australia 6000 intentions.

The deadline for receipt of proxy appointments is 9.30am (AEDT) on Monday, 20 November 2017.

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 2017. 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 Monday, 20 November 2017.

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 2017.

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR BRUCE HATCHMAN

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 Bruce Hatchman 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 2017.”

3. RESOLUTION 3 – RE-ADOPTION OF PROPORTIONAL TAKEOVER PROVISIONS

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

“That the proportional takeover provisions in Clause 35 of the Constitution of JCurve Solutions Limited be re-adopted, with effect from the close of the meeting.”

DATED: 16 October 2017 BY ORDER OF THE BOARD

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JCURVE SOLUTIONS LIMITED DAVID FRANKS COMPANY SECRETARY

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Voting Exclusion Statement – Key Management Personnel

For the definitions of Key Management Personnel ( KMP ) and Closely Related Parties, please refer to the Glossary on page 12.

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

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 (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 2 (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).

Voting Exclusion Statement – Listing Rules

The Company will disregard votes cast on Resolution 2 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 2017, 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, 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 2017 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 2017, 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 2017.

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 BRUCE HATCHMAN

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

Brief Curriculum Vitae of Mr Bruce Hatchman – FCA, MAICD, JP

Independent Non-executive Director and Chairman

Experience and expertise

Mr Hatchman was appointed as the Chairman of JCurve Solutions on 27 November 2014. Mr Hatchman is an experienced and successful finance professional. As the former Chief Executive of Crowe Horwath, Mr Hatchman has 40 years’ experience in providing audit and assurance services to listed companies and consulting services to large private enterprises. He is a qualified Chartered Accountant and a member of the Australian Institute of Company Directors.

Mr Hatchman is currently the Chairman and a Non-Executive Director of Consolidated Operations Group Limited, Darwin Clean Fuels Pty Limited, Suters Holdings Pty Ltd.

Current directorships of other listed companies

Independent Non-Executive Director and Chairman of Consolidated Operations Group Limited

Former directorships of other listed companies in the last three years

None

Special responsibilities

Chairman of the Remuneration Committee Member of the Audit and Risk Committee

Additional corporate governance disclosures

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

The Board considers that Mr Hatchman qualifies as an independent director.

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

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.

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 2018 Remuneration Report will be required to include an explanation of the

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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 2018 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 2016 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 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

General

At the Company’s 2010 Annual General Meeting the Company approved the current Company Constitution and the adoption of the proportional take-over provisions. It is proposed to re-adopt, by special resolution of the Shareholders, Clause 35 of the Company’s Constitution for a three year period in accordance with Part 6.5 of the Corporations Act (“ Proportional Takeover Provisions ”)

The Corporations Act requires provisions of this kind to be re-approved by shareholders every three years for them to remain effective.

There were no proportional takeover bids (as at the date of this Notice of Meeting) during the period that the provisions were in effect previously, being three years from the last approval at the Company’s 2010 Annual General Meeting.

Why do we need the proportional takeover approval provisions?

In a proportional takeover bid, the bidder offers to buy a proportion only of each shareholder’s shares in the target company.

This means that control of the company may pass without shareholders having the chance to sell all their shares to the bidder. The bidder may take control of the company without paying an adequate amount for gaining control.

To deal with this possibility, a company may provide in its constitution that if a proportional takeover bid is made for shares in the company, shareholders must vote on whether to accept or reject the offer and that decision will be binding on all the shareholders.

The benefit of the provision is that shareholders are able to decide collectively whether the proportional offer is acceptable in principle. This may ensure that any partial offer is appropriately priced.

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What is the effect of re-adopting the proportional takeover approval provisions?

If a proportional takeover bid is made, the directors must ensure that shareholders vote on a resolution to approve the bid by the 14th day before the bid period closes.

The vote is decided on a simple majority .

Each person who, as at the end of the day on which the first offer under the bid was made, holds bid class securities is entitled to vote, but the bidder and its associates are not allowed to vote.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn.

If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the company’s Constitution.

The directors will breach the Corporations Act if they fail to ensure the approving resolution is voted on. However, if the resolution is not voted on, the bid will be taken to have been approved.

The proportional takeover approval provisions do not apply to full takeover bids and only apply for 3 years after the date that they are adopted. The provisions may be further renewed, but only by a special resolution of shareholders.

No person to acquire or increase its substantial interest

At the date this statement was prepared, no director is aware of a proposal by a person to acquire, or to increase, a substantial interest in the company.

Potential advantages and disadvantages of the Proportional Takeover Provisions during the prior period approval and going forward (if re-adopted)

The directors consider that the proportional takeover approval provisions have no potential advantages or disadvantages for them as directors. They remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover approval provisions for shareholders of the company include the following:

• shareholders will have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• the provisions may help shareholders avoid being locked in as a minority;

• increase in the bargaining power of shareholders may ensure that any partial offer is adequately priced; and

• knowing the view of the majority of shareholders may help each individual shareholder assess the likely outcome of the proportional takeover bid and to decide whether to accept or reject that offer.

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The potential disadvantages for shareholders of the company include the following:

• proportional takeover bids for shares in the company may be discouraged;

• shareholders may lose an opportunity of selling some of their shares at a premium; and

• the chance of a proportional takeover bid being successful may be reduced.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of the re-adoption of the Proportional Takeover Provisions contained within the Constitution of the Company.

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 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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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 2017.

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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THIS PAGE IS INTENTIONALLY LEFT BLANK

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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) Monday, 20 November 2017

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

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

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if 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 Wednesday, 22 November 2017 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 Resolution 2 (except where I/we have indicated a different voting intention below) even though Resolution 2 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 2 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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Resolution 1 Re-election of Director – Mr Bruce Hatchman

Resolution 2 Adoption of the Remuneration Report

Resolution 3 Re-adoption of Proportional Takeover Provisions

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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

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