JCurve : Notice of Annual General Meeting/Proxy Form

JCurve Solutions Limited

https://jcurvesolutions.com

Level 8, 9 Help Street,

Chatswood NSW 2067

ACN: 088 257 729

JCurve Solutions Limited

Notice of 2019 Annual General Meeting

Explanatory Statement | Proxy Form

Tuesday, 19 November 2019

9:30AM AEDT

Address

JCurve Solutions Limited

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.

Contents

Venue and Voting Information	2
Notice of Annual General Meeting - Agenda and Resolutions	3
Notice of Annual General Meeting - Explanatory Statement	6
Glossary	10
Annexure A - JCurve Equity Incentive Plan	12
Proxy Form	Attached

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9:30AM (AEDT) on 19 November 2019 at JCurve Solutions Limited, Level 8, 9 Help Street, Chatswood NSW 2067.

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 at https://investor.automic.com.au/#/loginsahby 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.

By postAutomic, GPO Box 5193, Sydney NSW 2001

By handAutomic, Level 5, 126 Phillip Street, Sydney NSW 2000

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.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of JCurve Solutions Limited (ACN 088 257 729) will be held at 9:30AM AEDT on 19 November 2019 at JCurve Solutions Limited, Level 8, 9 Help Street Chatswood NSW 2067 (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 17 November 2019.

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 2019 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.

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Resolutions

Remuneration Report

1. Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass 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 2019."

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 avote if:

1. it is cast by a person as a proxy appointed in writing that specifies how the proxy isto vote on Resolution 1; and
2. 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 chairingthe Meeting to vote "against", or to abstain from voting on, this Resolution.

Re-election of Directors

2. Resolution 2 - Re-election of David Franks as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That Mr David Franks, 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."

3. Resolution 3 - Election of Graham Baillie as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That Mr Graham Baillie, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company's

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Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately."

Adoption of JCurve Equity Incentive Plan

4. Resolution 4 - Adoption of JCurve Equity Incentive Plan

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That, for the purposes of ASX Listing Rule 7.2 (exception 9(b)) and Section 257B(1) of the Corporations Act and for all other purposes, the Shareholders of the Company approve the adoption of the JCurve Equity Incentive Plan, 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 ofResolution 4 by or on behalf of:

1. any Director of the Company (except one who is ineligible to participate in anyemployee incentive scheme in relation to the Company); or
2. an Associate of those persons.

However, the Company will not disregard a vote if:

1. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
2. it is cast by the Chair as proxy for a person who is entitled to vote, in accordancewith a direction on the proxy form to vote as the proxy decides.

BY ORDER OF THE BOARD

David Franks

Company Secretary

24 September 2019

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