Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

JCURVE SOLUTIONS LTD AGM Information 2025

Oct 13, 2025

65158_rns_2025-10-13_df04f70d-cf9a-4afe-9180-a02283bd7eae.pdf

AGM Information

Open in viewer

Opens in your device viewer

ABN 63 088 257 729 9 Help St, Chatswood NSW 2067, Level 8, Australia https://www.jcurvesolutions.com/

==> picture [108 x 27] intentionally omitted <==

14[th] October 2025

2025 AGM Letter of Access, Notice of Meeting and Proxy

JCURVE SOLUTIONS LIMITED (ASX: JCS) (Jcurve), the company that develops partnerships that help businesses grow, is pleased to attach the following documents in relation to the FY2025 Annual General Meeting ( AGM ):

  • AGM Letter of Access;

  • AGM Notice of Meeting; and

  • Proxy Form.

This announcement has been authorised for release by the Board of Jcurve Solutions Limited.

Jcurve works with businesses to help them achieve their growth ambitions through the use of technology. Our portfolio of products built around a NetSuite ERP core provides companies with the platform to grow. By connecting every department we optimise operations so that companies can; identify opportunities faster, deliver profitability through productivity and automation and prepare for, and adopt new technologies and AI.

For more information,

please visit: jcurvesolutions.com/investors/ or contact us at: [email protected]

1

ABN 63 088 257 729 9 Help St, Chatswood NSW 2067, Level 8, Australia

https://www.jcurvesolutions.com/

==> picture [108 x 27] intentionally omitted <==

9 October 2025

JCurve Solutions Limited 2025 Annual General Meeting (Physical Meeting)

JCURVE SOLUTIONS LIMITED (ASX: JCS) (Jcurve), the company that develops partnerships to help businesses grow, advises that it will hold the 2025 AGM as a physical , in a manner that is consistent with its Constitution and the Corporations Act 2001 .

Meeting date

The 2025 Annual General Meeting of Jcurve will be held at 11:00am AEDT (Sydney time) on Thursday, 20 November 2025 as a physical meeting, at Level 5, 126 Phillip Street, Sydney NSW 2000.

Participating in the meeting in person

Shareholder can attend the Annual General Meeting on the date and at the place set out above.

Notice of AGM

The Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement are being made available to shareholders electronically:

  1. at https://www.jcurvesolutions.com/investors/

  2. at https://www.asx.com.au/markets/trade-our-cash-market/announcements.jcs

  3. by contacting the Company Secretary on [email protected] or +612 8072 1400.

Business and Resolutions at the AGM

The business and resolutions of the AGM, as outlined in the Notice of Meeting, are:

  • Financial statements and reports

  • Resolution 1 – Adoption of Remuneration Report;

  • Resolution 2 – Re-election of Mr Mark Jobling as Director;

  • Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities;

  • Resolution 4 – Ratification of Placement Shares;

  • Resolution 5 – Ratification of Placement Options; and

  • Resolution 6 – Renewal of the Proportional Takeover Provisions within the Constitution.

Your vote is important

The business of the AGM affects your shareholding and your vote is important.

Voting by proxy

A personalised proxy form has been provided to each shareholder.

1

ABN 63 088 257 729 9 Help St, Chatswood NSW 2067, Level 8, Australia

https://www.jcurvesolutions.com/

==> picture [108 x 27] intentionally omitted <==

To vote by proxy, please use one of the following methods:

Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by
following the instructions: Login to the Automic website using the holding details as
shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online
lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front
of the Proxy Form.
For further information on the online proxy lodgement process please see theOnline
Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual-agms/
By post Automic, GPO Box 5193, Sydney NSW 2001
By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email Completing the enclosed Proxy Form and emailing it to:
[email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

BY ORDER OF THE BOARD

David Franks Company Secretary

This announcement has been authorised for release by the Board of Jcurve Solutions Limited.

Jcurve works with businesses to help them achieve their growth ambitions through the use of technology. Our portfolio of products built around a NetSuite ERP core provides companies with the platform to grow. By connecting every department we optimise operations so that companies can; identify opportunities faster, deliver profitability through productivity and automation and prepare for, and adopt new technologies and AI.

For more information,

please visit: jcurvesolutions.com/investors/ or contact us at: [email protected]

2

Jcurve Solutions Ltd https://www.jcurvesolutions.com/ Level 8, 9 Help Street Chatswood NSW 2067 ACN: 088 257 729

==> picture [168 x 46] intentionally omitted <==

Jcurve Solutions Ltd

Notice of 2025 Annual General Meeting Explanatory Statement | Proxy Form

Thursday, 20 November 2025 11:00AM (AEDT)

Address

Automic Group Offices, Level 5, 126 Phillip 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.

Contents

Venue and Voting Information 2
Notice to Facilitate Electronic Communications with Shareholders 4
Notice of Annual General Meeting – Agenda and Resolutions 5
Notice of Annual General Meeting – Explanatory Statement 9
Glossary 20
Annexure A - Material Terms of Subscription Agreement (Resolutions 4 & 5) 22
Annexure B – Material Terms of the Placement Options (Resolution 5) 23
Proxy Form Attached

Important Information for Shareholders about the Company’s 2025 AGM

This Notice is given based on circumstances as at 9 October 2025. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.jcurvesolutions.com/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00AM (AEDT) on Thursday, 20 November 2025 at Automic Group Offices, Level 5, 126 Phillip Street, Sydney, NSW 2000.

Your vote is important

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

Voting in person

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

Voting by proxy

To vote by proxy, please use one of the following methods:

Online Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by
following the instructions: Login to the Automic website using the holding details as
shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online
lodgement facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the
front of the Proxy Form.
For further information on the online proxy lodgement process please see the
Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual-
agms/
By post Completing the enclosed Proxy Form and posting it to:
Automic, GPO Box 5193, Sydney NSW 2001
By hand Completing the enclosed Proxy Form and delivering it by hand to:
Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

2

By email Completing the enclosed Proxy Form and emailing it to: [email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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 provided it 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.

Asking Questions

We encourage you to submit questions in advance of the Meeting on any matter that may be relevant to the Meeting. You can do this by sending your question to the Company Secretary by email to [email protected].

To allow time to collate questions and prepare answers, you must submit any questions by 11:00am (AEDT) on Thursday, 13 November 2025.

Questions will be collated, and during the Meeting, the Chair of the Meeting will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the Meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

Technical Difficulties

Technical difficulties may arise during the course of the Annual General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where the Chair considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

Please also note that the inability of one or more shareholders, proxies or corporate representatives to access the physical meeting as a result of travel disruption, including strike action, or for any other reason, will not affect the validity of the meeting.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

3

Notice to Facilitate Electronic Communications

with Shareholders

Legislative changes to the Corporations Act 2001 (Cth) mean there are new options available to Jcurve Solutions Limited shareholders as to how you receive communications from the Company. Jcurve Solutions Limited will no longer be sending physical meeting documents unless you request a copy to be posted.

The Company encourages all shareholders to provide an email address so we can communicate with you electronically when shareholder notices become available online, for items such as meeting documents and annual reports.

Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your details at the Automic website (investor.automic.com.au) with your username and password.

Providing your email address to receive shareholder communications electronically

The Company encourages all shareholders to provide an email address so we can communicate with you electronically when shareholder notices become available online, for items such as meeting documents and annual reports. By providing your email address, you will:

  • support the company by reducing the cost of mailing/postage;

  • receive your investor communications faster and in a more secure way; and

  • help the environment through the need for less paper

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website (investor.automic.com.au), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://www.automicgroup.com.au/contact-us/ or contact the Automic Registry:

By post Automic, GPO Box 5193, Sydney NSW 2001
In person Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Telephone (within Australia) 1300 288 664
Telephone (outside Australia) +61 2 9698 5414
By facsimile +61 2 8583 3040
Email [email protected]
Website https://www.automicgroup.com.au/

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

4

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Jcurve Solutions Ltd ACN 088 257 729 will be held at 11:00AM (AEDT) on Thursday, 20 November 2025 at Automic Group Offices, Level 5, 126 Phillip Street, Sydney, NSW 2000 ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00PM (AEDT) on Tuesday, 18 November 2025.

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

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

5

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2025.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

  • (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

  • (b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

- Re election of Directors

2. Resolution 2 – Re-election of Mr Mark Jobling as Director

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

“That Mr Mark Jobling, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

6

ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Ratification of Securities

4. Resolution 4 – Ratification of Placement Shares

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 7.4 and for all other purposes, Shareholders ratify the allotment and prior issue of 20,000,000 Shares issued on 4 August 2025 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a) Mr Adam White Riches, a person who participated in the issue or is a counterparty
to the agreement being approved; or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with directions given to the proxy or attorney to vote on the
Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:

the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and

the holder votes on the Resolution in accordance with directions given by the
beneficiaryto the holder to vote in that way.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

7

5. Resolution 5 – Ratification of Placement Options

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 7.4 and for all other purposes, Shareholders ratify the allotment and prior issue of 13,333,333 Placement Options issued on 4 August 2025 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 5 by or on behalf of:
(a) Mr Adam White Riches, a person who participated in the issue or is a counterparty
to the agreement being approved; or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution,
in accordance with directions given to the proxy or attorney to vote on the
Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
on the Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:

the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and

the holder votes on the Resolution in accordance with directions given by the
beneficiaryto the holder to vote in that way.

Company’s Constitution

6. Resolution 6 – Renewal of the Proportional Takeover Provisions within the Constitution

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

“That, for the purposes of section 136(2) and 648G of the Corporations Act and for all other purposes, approval is given for the Company to amend its Constitution by renewing the proportional takeover provisions in its Constitution, with effect from the passing of this resolution.”

BY ORDER OF THE BOARD

==> picture [83 x 48] intentionally omitted <==

David Franks - Company Secretary

9 October 2025

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

8

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11:00AM (AEDT) on Thursday, 20 November 2025 at Automic Group Offices, Level 5, 126 Phillip Street, Sydney, NSW 2000.

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

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://www.jcurvesolutions.com/.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. 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 of 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 by 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, which is by Thursday, 13 November 2025.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

9

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://www.jcurvesolutions.com/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2026 Annual General Meeting ( 2026 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2026 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2026 AGM. All of the Directors who were in office when the 2026 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

A voting exclusion applies to Resolution 1 on the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Directors’ Recommendation

The Board refrains from making a recommendation for Resolution 1 .

The Chair intends to vote all undirected proxies in favour of Resolution 1 .

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

10

- Re election of Directors

Resolution 2 – Re-election of Mr Mark Jobling as Director

Clause 13.2 of the Company’s Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors (rounded down in case of doubt), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years or until the third annual general meeting following their appointment, whichever is longer, without submitting themself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office since their last election. A retiring Director is eligible for re-election.

ASX Listing Rule 14.4 also provides that a Director of an entity must not hold office (without reelection) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer.

Mr Mark Jobling was appointed a Director of the Company on 8 April 2015 and was last re-elected as a Director at the 2022 AGM.

Under this Resolution, Mr Jobling retires by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.

Mr Jobling is a substantial shareholder of the Company and holds a Bachelor of Economics and Bachelor of Laws (Hons) from Monash University.

Mr Jobling is involved in a number of businesses across Asia including acting as Chairman of Tomorrow Entertainment Group Pte Ltd which owns and operates a number of entertainment based attractions in Asia, primarily in Singapore.

Mr Jobling began his career as a commercial lawyer with Mallesons Stephen Jaques in Australia and went on to hold senior executive roles in multibillion dollar companies, including Managing Director of South East Asia and Taiwan for CLP Holdings Limited, and Chief Executive Officer of OneEnergy Limited, a CLP/Mitsubishi Corporation joint venture in Asia. Mr Jobling is the Chair of the Board and of the Remuneration Committee

Director Independence

The Board, having assessed Mr Jobling’s associations and experience, has determined that Mr Jobling is a non-independent director, being a substantial shareholder.

Directors’ recommendation

The Board (excluding Mr Jobling) recommends that Shareholders vote in favour of Resolution 2 .

The Chair intends to vote all undirected proxies in favour of Resolution 2 .

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

11

ASX Listing Rule 7.1A

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

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 less than the amount prescribed by ASX (currently $300 million).

As of the close of trading on 9 October 2025, the Company has a market capitalisation of approximately $18.674 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

Resolution 3 seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in ASX Listing Rule 7.1A to issue equity securities without Shareholder approval.

If Resolution 3 is passed, the Company will be able to issue equity securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.3A.

Period for which the approval will be valid

An approval under ASX Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

  • (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

  • (b) the time and date of the entity’s next annual general meeting; and

  • (c) the time and date on which Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under ASX Listing Rule 7.1A

Any equity securities issued under ASX Listing Rule 7.1A.2 must be in an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

  • (a) the date on which the price at which the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

12

  • (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under ASX Listing Rule 7.1A may be used

As noted above, any equity securities issued under ASX Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under ASX Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under ASX Listing Rule 7.1A during the ASX Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under ASX Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

  • (a) to further develop the Company’s business or businesses that are related or associated to the current businesses;

  • (b) to acquire businesses, whether through acquisition of business assets or through acquisitions under share purchase agreements, which are permitted under the ASX Listing Rules without requiring shareholder approval;

  • (c) for general corporate purposes, including working capital requirements; and

  • (d) costs of the capital raisings.

Risk of economic and voting dilution to existing Securityholders

If Resolution 3 is approved, and the Company issues equity securities under ASX Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

  • (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and

  • (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under ASX Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in ASX Listing Rule 7.1A.2:

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

13

Variable “A” ASX Listing Rule 7.1A.2 Variable “A” ASX Listing Rule 7.1A.2 Potential Dilution and Funds Raised Potential Dilution and Funds Raised Potential Dilution and Funds Raised
$0.0265
50% decrease in
issueprice
$0.0530
issue prices(b)
$0.1060
100% increase in
issueprice
“A” is the number of
shares on issue, being
352,343,439 Shares(a)
10% voting
dilution(c)
35,234,343 35,234,343 35,234,343
Funds raised $933,710 $1,867,420 $3,734,840
“A” is a 50% increase
in shares on issue,
being
528,515,159 Shares
10% voting
dilution(c)
52,851,515 52,851,515 52,851,515
Funds raised $1,400,565 $2,801,130 $5,602,261
“A” is a 100% increase
in shares on issue,
being
704,686,878 Shares
10% voting
dilution(c)
70,468,687 70,468,687 70,468,687
Funds raised $1,867,420 $3,734,840 $7,469,681

Notes:

  • (a) Based on the total number of fully paid ordinary Shares on issue as at 9 October 2025.

  • (b) Based on the closing price of the Company’s Shares on ASX as at 9 October 2025.

  • (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under ASX Listing Rule 7.1A.

  • (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under ASX Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

  • (e) The table shows the effect of an issue of equity securities under ASX Listing Rule 7.1A only, not under the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Allocation policy for issues under ASX Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under ASX Listing Rule 7.1A will depend on a number of factors, including:

  • (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the ASX Listing Rule 7.1A mandate period;

  • (b) the structure and timeframe of the capital raising opportunities available and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

  • (c) the potential effect on the control of the Company;

  • (d) the Company’s financial position and the likely future capital requirements; and

  • (e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the ASX Listing Rule 7.1A mandate period, although this cannot be guaranteed.

As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the ASX Listing Rules and the Corporations Act, the Board reserves the right to determine at the time of any issue of equity securities under ASX Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the ASX Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under ASX Listing Rules 3.10.3 and 7.1A.4.

Offers made under ASX Listing Rule 7.1A may be made to parties (excluding any related parties)

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

14

including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Issue or agreement to issue equity securities under ASX Listing Rule 7.1A in the 12 months prior to AGM

The Company has not issued or agreed to issue equity securities under ASX Listing Rule 7.1A.2 in the 12 months preceding the AGM.

Resolution 3 is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of Resolution 3.

Directors’ recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 .

The Chair intends to vote all undirected proxies in favour of Resolution 3 .

Ratification of Securities

Resolution 4 – Ratification of Placement Shares

Resolution 5 – Ratification of Placement Options

Background

As announced on 28 July 2025, the Company successfully completed a capital raising placement to a sophisticated and professional investor ( Placement ), comprising:

  • (i) 20,000,000 new fully paid ordinary shares at an issue price of $0.05 per Share, raising $1,000,000 (before costs) ( Placement Shares ) ( Resolution 4 ); and

  • (ii) 13,333,333 unlisted options, exercisable at $0.075 per Option and expiring 12 months from the date of signing the binding Subscription Agreement, being 18 July 2026 ( Placement Options ) ( Resolution 5 ).

The Placement Shares and Placement Options were issued on 4 August 2025 under the Company’s existing capacity pursuant to ASX Listing Rule 7.1.

ASX Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of the Placement Shares and Placement Options does not fall within any of the exceptions to ASX Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the Issue Date.

ASX Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

15

Rule 7.1.

To this end, Resolutions 4 and 5 seeks Shareholder approval for the issue of the Placement Shares and Placement Options under and for the purposes of ASX Listing Rule 7.4.

If Resolutions 4 and 5 are passed, the issue of the Placement Shares and Placement Options will be excluded from the Company’s 15% limit under ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolutions 4 and 5 are not passed, the issue of the Placement Shares and Placement Options will be included in the Company’s 15% limit under ASX Listing Rule 7.1, effectively restricting the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.5.

  • (a) The Placement Shares and Placement Options were issued to Mr Adam White Riches, a sophisticated and institutional investor, who was not a related party of the Company at the time of issue.

  • (b) The Company issued 20,000,000 Placement Shares and 13,333,333 Placement Options.

  • (c) The Placement Shares are fully paid ordinary shares ranking equally with all fully paid ordinary shares of the Company.

  • (d) The Material Terms of the Placement Options are set out in Annexure B of this Notice.

  • (e) The Placement Shares and Placement Options were issued on 4 August 2025.

  • (f) The Placement Shares were issued at 5 cents ($0.05) per Share, with 13,333,333 free attaching Placement Options, which raised $1,000,000 (before costs).

  • (g) Funds raised will be used to accelerate Annual Contract Value (ACV) sales growth for the entire product portfolio as well as provide a boost to customer success and product teams.

  • (h) The Placement Shares and Placement Options were issued under a subscription agreement between the Company and Mr Adam Riches. The material terms of the agreement are set out in Annexure A of this Notice.

Directors’ recommendation

The Board recommends that Shareholders vote in favour of Resolutions 4 and 5 .

The Chair intends to vote all undirected proxies in favour of Resolutions 4 and 5 .

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

16

Company’s Constitution

Resolution 6 – Renewal of the Proportional Takeover Provisions within the Constitution

The Company wishes to renew the Proportional Takeovers Provisions in its current Constitution, which was last adopted by Shareholders on 28 November 2022, with the takeover provisions adopted by Shareholders on 28 November 2022. It was noted that shareholders approved amendments to the Constitution on 28 November 2022.

Further details in relation to this renewal are set out as follows:

Section 648G(1) of the Corporations Act provides that a company’s Proportional Takeovers Provisions will cease to have effect at the end of three years from the date of adoption (or renewal, as the case may be). The Company accordingly seeks the Shareholder approval of this Resolution for the refresh of the Proportional Takeover Provisions under clause 35 of the Constitution, which, for the purposes of the Corporations Act, requires the same process to amend or adopt a new constitution for the purposes of 136(2) of the Corporations Act.

Information for the Purposes of Section 648G of the Corporations Act.

The following information is provided to Shareholders for the purposes of Section 648G of the Corporations Act.

Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of the Shareholder’s Shares. If a Shareholder accepts, in full, an offer under a proportional takeover bid, the Shareholder will only dispose of a specified portion of their Shares in the Company and retain the balance of the Shares.

The Proportional Takeover Provisions are designed to assist Shareholders to receive proper value for their Shares if a proportional takeover bid is made for the Company by providing, in the Constitution, that:

  • (a) in the event of a proportional takeover bid being made for Shares in the Company, Shareholders are required to vote and collectively decide whether to accept or reject the offer; and

  • (b) the majority decision of the Company’s members will be binding on all Shareholders.

Effect of the proposed provisions

Where offers have been made under a proportional takeover bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional takeover bid is prohibited unless and until a resolution to approve the proportional takeover bid is passed by Shareholders or otherwise, as pursuant to the terms of the Proportional Takeover Provisions.

In more detail, the effect of the Proportional Takeover Provisions is as follows:

  • (a) if a proportional takeover bid is made for Securities of the Company, the Directors must ensure that a meeting of Shareholders is convened to vote on a resolution to approve that bid;

  • (b) the bidder and persons associated with the bidder may not vote;

  • (c) approval of the bid will require a simple majority of the votes cast;

  • (d) the meeting must take place more than 14 days before the last day of the bid period ( Resolution Deadline );

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

17

  • (e) if the resolution is rejected before the Resolution Deadline, the bid cannot proceed and any transfers giving effect to takeover contracts for the bid will not be registered;

  • (f) the bid will be taken to have been approved if, as at the end of the day before the Resolution Deadline, the resolution has not been voted on;

  • (g) if the resolution is approved, the transfers must be registered (subject to other provisions of the Corporations Act and the Constitution); and

  • (h) the Directors will breach the Corporations Act if they fail to ensure the resolution is voted on. However, the bid will still be taken to have been approved if it is not voted on within the Resolution Deadline.

The Proportional Takeover Provisions do not apply to full takeover bids. If the Proportional Takeover Provisions are adopted, they will cease to apply at the end of three years after renewal unless renewed by a Special Resolution of Shareholders.

Reasons for the proposed provisions

In the absence of the Proportional Takeover Provisions, a proportional takeover bid may result in control of the Company changing without Shareholders having an opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders could be exposed to the risks of passing control to the bidder without payment of an adequate control premium for all their Shares and being left with a minority interest in the Company. Such Shareholders could suffer potential further loss if the takeover bid were to cause a decrease in the Share price or otherwise make the Shares less attractive and, therefore, more difficult to sell.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal to acquire, or to increase the extent of, a substantial interest in the Company.

Advantages and disadvantages during the period in which they have been in effect

The Directors consider that the Proportional Takeover Provisions had no advantages or disadvantages for them during the period in which they have been in effect.

The advantages and disadvantages of the Proportional Takeover Provisions for Shareholders include those set out below, which were applicable during the period in which they have been in effect.

Potential advantages and disadvantages

The renewal of the Proportional Takeover Provisions will enable the Directors to formally ascertain the views of the Shareholders in respect of a proportional takeover bid. Without such provisions, the Directors are dependent upon their perception of the interests and views of Shareholders. Other than this advantage, the Directors consider that the Proportional Takeover Provisions have no potential advantages or disadvantages for them and that 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 Provisions for Shareholders include:

  • (a) providing the right to discuss, in a meeting called specifically for that purpose, and then decide, by majority vote, whether an offer under a proportional takeover bid should proceed;

  • (b) assisting the prevention of Shareholders being locked in as a minority;

  • (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced;

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

18

  • (d) potentially increasing the likelihood of a full takeover bid rather than a proportional takeover bid; and/or

  • (e) enabling individual Shareholders to better assess the likely outcome of the proportional takeover bid, by knowing the view of the majority of Shareholders, which may assist in deciding whether to accept or reject an offer under the bid;

The potential disadvantages of the Proportional Takeover Provisions for Shareholders include:

  • (a) imposing a hurdle to, and potentially discouraging the making of, provisional takeover bids which, in turn, may reduce any takeover speculation element in the price of Shares;

  • (b) potentially reducing the likelihood of success of a proportional takeover bid;

  • (c) possible reduction or loss of opportunities for Shareholders to sell some or all of their Shares at a premium; and/or

  • (d) potentially causing some Shareholders to form the view that the Proportional Takeover Provisions impose an unreasonable restriction on their ability to freely deal with their Shares.

Accordingly, the Company wishes to renew clause 35 of the current Constitution ( Constitution ), which prescribes the procedure to be followed when a proportional off-market bid is made.

Prior to the Meeting, a copy of the Constitution is available for review by Shareholders at the Company’s registered office during normal business hours. A copy of the Constitution can also be sent to Shareholders of the Company upon a request being made to the Company Secretary on (02) 8072 1400.

A complete signed copy of the new constitution will be tabled at the Meeting.

Pursuant to section 136(2) of the Corporations Act, a modification to the Company’s Constitution (which includes adoption of the Proportional Takeover Provisions) can only be effected by way of a Special Resolution passed by its Shareholders. Therefore, this Resolution is a Special Resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from a solicitor or other professional advisor.

Directors’ recommendation

The Board recommends that Shareholders vote in favour of Resolution 6 .

The Chair intends to vote all undirected proxies in favour of Resolution 6 .

Enquiries

Shareholders are asked to contact the Company Secretary at [email protected] or on +612 8072 1400 if they have any queries in respect of the matters set out in these documents.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

19

Glossary

Annual Financial Report means the 2025 Annual Report to Shareholders for the year ended 30 June 2025 as lodged by the Company with ASX on 1 October 2025.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of LNP Audit and Assurance Pty Ltd dated 3 September 2025 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependant of the member or of the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Jcurve Solutions Limited ACN 088 257 729.

Constitution means the Company’s Constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Equity Security has the meaning given to it by the ASX Listing Rules.

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

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 9 October 2025 including the Explanatory Statement.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

20

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Placement means the Placement announced by the Company on 28 July 2025, with Placement Shares and Placement Options issued on 4 August 2025.

Placement Shares means the 20,000,000 new fully paid ordinary shares issued on 4 August 2025, at an issue price of $0.05 per Share, and subject to Resolution 4.

Placement Options means the 13,333,333 unlisted options issued on 4 August 2025, exercisable at $0.075 per Option and expiring 12 months from the date of signing the Subscription Agreement, being 18 July 2026, and subject to Resolution 5.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as included in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (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 Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

21

Annexure A – Material Terms of Subscription Agreement (Resolutions 4 & 5)

Jcurve Solutions Limited invited Mr Adam Riches to participate in a private placement (the “Placement”) by subscribing for 20,000,000 new fully paid ordinary shares in the Company (the “New Shares”) and 13,333,333 unlisted options (the “New Options” and together with the New Shares, the “New Securities”) at an offer price of A$0.05 per ordinary share (“Offer Price”), to raise A$1.0 million as per the subscription agreement dated 21 July 2025 and executed on 28 July 2025 ( Subscription Agreement ).

The New Shares and New Options were issued on 4 August 2025.

The key terms of the Subscription Agreement were:

The New Options will:

  • be issued for no additional consideration;

  • entitle the holder to acquire one ordinary share of the Company at an exercise price of A$0.075;

  • have the terms substantially in the form attached as Annexure B in the Notice of Meeting;

  • be issued in uncertificated form; and

  • expire on July 18, 2026.

The Company intends to use the net proceeds from the Placement in the ordinary course of business.

The New Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and may not be offered or sold except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws. The New Securities were issued as “restricted securities” under Rule 144(a)(3) under the Securities Act.

By accepting the offer of New Securities, the subscribers confirmed to various representations, warranties and agreements for the benefit of the Company stated in the Subscription Agreement, including that:

  • (a) If you are in the United States, you are an “accredited investor” (as defined in Rule 501(a) under the Securities Act) and have completed a certification of your status as an “accredited investor” in the form provided in Annexure C.

  • (b) If you are in Australia, you are a “sophisticated investor” or “professional investor” as those terms are defined or used, as the case may be, in sections 708(8) and 708(11) respectively of the Australian Corporations Act 2001 (“Corporations Act”).

  • (c) If you are outside Australia and the United States, you are an institutional or professional investor who can subscribe for New Securities under applicable local laws without any prospectus, registration, notification or filing.

The subscription of New Options was conditional upon subscription of New Shares.

The New Shares issued ranked pari passu in all respects with the existing ordinary shares in the Company and the New Options as per the terms in the Subscription Agreement.

On settlement of the New Shares, the subscribers has the right to nominate a non-executive director (Nominated Director) to the Board of the Company, on various terms and conditions as outlined in the Subscription Agreement.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

22

Annexure B – Material Terms of the Placement Options (Resolution 5)

The key terms of the Placement Options are set out in this annexure, being unlisted options ( Options ) to subscribe for fully paid ordinary shares ( Shares ) in Jcurve Solutions Limited ( Company ) issued on the following terms and conditions:

1. Entitlement Each Option entitles the holder to subscribe for one ordinary share
(“Share”) of Jcurve Solutions Limited upon exercise of the Option.
2. Exercise Price Subject to paragraph 9, the amount payable upon exercise of each
Option will be A$0.075 (Exercise Price).
3. Expiry Date Each Option will expire at 5:00 pm (Sydney time) on July 18, 2026
(Expiry Date).
An Option not exercised before the Expiry Date will automatically
lapse on the Expiry Date
4. Exercise Period The Options are exercisable at any time on or prior to the Expiry Date
(Exercise Period).
5. Exercise Notice The Options may be exercised during the Exercise Period by notice
in writing to the Company in the manner specified on the Option
certificate (Exercise Notice) and payment of the Exercise Price for
each Option being exercised in Australian currency by electronic
funds transfer or other means of payment acceptable to the
Company.
6. Exercise Date An Exercise Notice is only effective on and from the later of the date
of receipt of the Exercise Notice and the date of receipt of the
payment of the Exercise Price for each Option being exercised in
cleared funds (Exercise Date).
7. Timing of issue of
Shares
on
exercise
Within ten Business Days after the Exercise Date, the Company will:
(a)
issue the number of Shares required under these terms and
conditions in respect of the number of Options specified in
the Exercise Notice and for which cleared funds have been
received by the Company; and
(b)
if required, give ASX a notice that complies with section
708A(5)(e) of the Corporations Act, or, if the Company is
unable to issue such a notice, lodge with ASIC a prospectus
prepared in accordance with the Corporations Act and do all
such things necessary to satisfy section 708A(11) of the
Corporations Act to ensure that an offer for sale of the
Shares does not require disclosure to investors; and
If a notice delivered under 7(b) for any reason is not effective to
ensure that an offer for sale of the Shares does not require
disclosure to investors, the Company must, no later than
20 Business Days after becoming aware of such notice being
ineffective, lodge with ASIC a prospectus prepared in accordance

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

23

with the Corporations Act and do all such things necessary to
satisfy section 708A(11) of the Corporations Act to ensure that an
offer for sale of the Shares does not require disclosure to investors.
8. Shares issued on
exercise
Shares issued on exercise of the Options rank equally with the then
issued shares of the Company.
9. Reorganization If there is a reorganization of the issued share capital of the
Company (including any subdivision, consolidation, reduction,
return or cancellation of such issued capital of the Company), the
rights of the holder will be changed to the extent necessary to
comply with the ASX Listing Rules applicable to a reorganization of
capital at the time of the reorganization.
10. Participation
in
new issues
There are no participation rights or entitlements inherent in the
Options and holders will not be entitled to participate in new issues
of capital offered to Shareholders during the currency of the Options
without exercising the Options.
11. Change
in
exercise price
An Option does not confer the right to a change in Exercise Price or
a change in the number of underlying securities over which the
Option can be exercised.
12. Transferability The Options are transferable subject to any restriction or escrow
arrangements imposed by ASX or under applicable Australian
securities laws.
The Options may not be exercised by or on behalf of a person in the
United States unless the Options and the underlying shares have been
registered under the US Securities Act of 1933 and applicable state
securities laws, or an exemption from such registration requirement is
available.

JCurve Solutions Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement

24

JCurve Solutions Limited | ABN 63 088 257 729

==> picture [212 x 58] intentionally omitted <==

Proxy Voting Form If you are attending the Meeting in person, please bring this with you

for Securityholder registration.

Your proxy voting instruction must be received by 11:00am (AEDT) on Tuesday, 18 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 - APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

==> picture [58 x 58] intentionally omitted <==

BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of JCurve Solutions Limited, to be held at 11:00am (AEDT) on Thursday, 20 November 2025 at Automic Group, Level 5, 126 Phillip St, Sydney NSW 2000 hereby:

==> picture [37 x 171] intentionally omitted <==

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

MPL
STEP 2 - Your voting direction
Resolutions
For
Against
Abstain
1
Adoption of Remuneration Report
2
Re-election of Mr Mark Jobling as Director
3
ASX Listing Rule 7.1A Approval of Future Issue of Securities
4
Ratification of Placement Shares
5
Ratification of Placement Options
6
Renewal of the Proportional Takeover Provisions within the Constitution
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
SA
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary
Director
Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
/
/
SA
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary
Director
Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
/
/
SA
STEP 3 – Signatures and contact details
Individual or Securityholder 1
Securityholder 2
Securityholder 3
Sole Director and Sole Company Secretary
Director
Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone
Date (DD/MM/YY)
/
/
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).