FINDI LIMITED - AGM Information 2010

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NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 19 August 2010 at 10.00am (WST).

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9320 5108.

QED Occtech Limited - Notice of General Meeting

QED OCCTECH LIMITED

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NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of QED Occtech Limited ( Company ) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on 19 August 2010 at 10.00am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 17 August 2010 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 18 of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Change to Scale of Activities

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

“That, subject to Resolutions 2, 3, 4, 5 and 12 being passed, for the purposes of ASX Listing Rule 11.1.2 and for all other purposes, the Company be authorised to make a significant change in the scale of its activities on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by the Participating Directors, the Proposed Director, TSI Vendors or Utilico or any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

QED Occtech Limited - Notice of General Meeting

2. Resolution 2 – Approve TSI Acquisition

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

"That, subject to Resolutions 1, 3, 4, 5 and 12 being passed, and pursuant to and in accordance with Listing Rule 10.1 and for all other purposes, Shareholders authorise and approve the acquisition by the Company of the TSI Securities from the Participating Directors, the Proposed Director and the TSI Vendors on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by the Participating Directors, the Proposed Director, the TSI Vendors or Utilico or any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Issue of Securities to TSI Vendors

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

"That, subject to Resolutions 1, 2, 4, 5 and 12 and pursuant to and in accordance with Listing Rule 7.1, and for all other purposes, Shareholders approve and authorise the Directors to allot and issue up to:

(a) 755,281,296 Shares to the TSI Vendors (or their nominees); and
(b) 162,800,000 Converting Notes to Utilico,

on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a TSI Vendor or Utilico or any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

QED Occtech Limited - Notice of General Meeting

4. Resolution 4 – Issue of Shares to Participating Directors

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

"That, subject to Resolutions 1, 2, 3, 5 and 12 being passed, and pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, Shareholders authorise and approve the Directors to allot and issue up to 270,904,511 Shares to the Participating Directors (or their nominees) on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by each Participating Director or any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Issue of Options to Proposed Director

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

"That, subject to Resolutions 1, 2, 3, 4 and 12 being passed, and pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, Shareholders authorise and approve the Directors to allot and issue up to 10,175,000 Options to the Proposed Director (or his nominees) on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by the Proposed Director or any of his associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

QED Occtech Limited - Notice of General Meeting

6. Resolution 6 – Change of Company Name

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

"That, with effect from the date that ASIC alters the details of the Company’s registration in accordance with section 157 of the Corporations Act the name of the Company be changed to Transaction Solutions International Limited ."

7. Resolution 7 – Re-election of Director – Mr Paul Boyatzis

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

"That Mr Paul Boyatzis, who retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

8. Resolution 8 – Re-election of Director – Mr Gary Foster

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

"That Mr Gary Foster, who retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

9. Resolution 9 – Re-election of Director – Mr Simon Cato

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

"That Mr Simon Cato, who retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

10. Resolution 10 – Election of Director – Mr Yew Seng Kwa

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

"That, in accordance with the Company's Constitution, Mr Yew Seng Kwa, being eligible, be elected as a Director."

11. Resolution 11 – Authorisation of Directors Fees

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

"That in accordance with ASX Listing Rule 10.7 and Article 6.5(a) of the Constitution the maximum aggregate remuneration which may be paid by the Company to its directors under Article 6.5 of the Constitution be increased by $350,000 to a maximum sum of $500,000 a year.”

QED Occtech Limited - Notice of General Meeting

12. Resolution 12 – Section 195 Approval

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice."

Dated 13 July 2010

BY ORDER OF THE BOARD

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MR PHILLIP MACLEOD Company Secretary

QED Occtech Limited - Notice of General Meeting

QED OCCTECH LIMITED

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia Western Australia on 19 August 2010 at 10.00am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Summary of Transaction

3.1 Overview of TSI Acquisition

On 23 February 2010 the Company announced the appointment of Paul Boyatzis, Gary Foster and Simon Cato to the Board of the Company. The former Directors resigned on 25 February 2010.

The Company further announced that, subject to Shareholder approval, that it had agreed to acquire all the remaining shares in Transaction Solutions International plc ( TSI ) that the Company does not already own ( TSI Acquisition ).

In 2005 QED purchased a 35% interest in Transaction Solutions International Pty Ltd, which in 2006, became a wholly-owned subsidiary of TSI. The Company's shares in Transaction Solutions International Pty Ltd were transferred to TSI. The consideration for the transfer was that the Company was issued shares in TSI. At the same time TSI undertook a capital raising to institutions in the United Kingdom.

QED Occtech Limited - Notice of General Meeting

The Company's shareholding in TSI is 15.6% of the fully diluted issued capital of TSI. It has been reduced as a result of TSI capital raisings which have occurred since 2006. Refer to the Independent Expert's Report in Schedule 5 for further information.

3.2 TSI Securities

The current TSI Securities comprise:

(a) 61,196,052 TSI Shares which are held by the Company, Participating Directors and TSI Vendors;
(b) 500,000 TSI Options which are held by the Proposed Director; and
(c) 8,000,000 TSI Converting Notes which are held by Utilico.
See Schedule 3 for further details of TSI Securities held by the TSI Vendors.

3.3 Consideration, conversion ratio and Consideration Calculation

The Company has entered into the following arrangements in relation to the TSI Acquisition:

(a) a sale agreement with each of the Participating Directors for the sale of their TSI Shares in consideration for the issue of Shares at an agreed ratio using the Consideration Calculation set out below (see Resolution 4);
(b) an option agreement with the Proposed Director for the issue of Options at an agreed ratio using the Consideration Calculation set out below. The Proposed Director has agreed to cancel the Proposed Director's TSI Options (See Resolution 5);
(c) a sale agreement with each TSI Vendor for the sale of their TSI Shares in consideration for the issue of Shares at an agreed ratio using the Consideration Calculation set out below (see Resolution 3); and
(d) a converting note agreement with Utilico for the issue of Converting Notes at an agreed ratio using the Consideration Calculation set out below. Each Converting Note will automatically convert into a Share on a one for one basis on 13 August 2011. Utilico has agreed with TSI for TSI to redeem all of its TSI Converting Notes (See Resolution 3),

(the Sale Agreements ). The Sale Agreements with the Participating Directors, TSI Vendors and Utilico are conditional on the Shareholders approving the Resolutions in this Notice of Meeting.

The Sale Agreements contain a mechanism for calculating the ratio of securities to be issued by the Company in consideration of TSI Securities. The calculation is based on a value of 25 pence per TSI Share and the value of the Company's current asset position (primarily its investment in TSI) after adjusting for cash reserves of the Company and movements in the exchange rate between the AUD and GBP ( Consideration Calculation ).

At the date of this Notice, the Consideration Calculation results in a ratio of 20.35 Company securities for each TSI security. This ratio of 20.35 has been used for calculating the number of Shares, Options and Converting Notes that will be issued to the Participating Directors, Proposed Director, TSI Vendors and Utilico (as applicable).

Under the terms of the Sale Agreements, the Company will complete a Consideration Calculation 7 days prior to the date of completion.

QED Occtech Limited - Notice of General Meeting

The Company (if required) will adjust the entitlement to the Shares, Options and Converting Notes by the appropriate amount if the result of the Consideration Calculation is not 20.35. If the adjusted ratio is:

(a) less than 20.35 then the Company will reduce the number of Shares to the Participating Directors and TSI Vendors, Options to the Proposed Director and Converting Notes to Utilico by the relevant amount using the adjusted ratio;
(b) greater than 20.35 then the Company will issue additional Shares to the TSI Vendors and Converting Notes to Utilico using the adjusted ratio using its issuing capacity in accordance with Listing Rule 7.1. The Participating Directors and the Proposed Director will not be entitled to any additional Shares or Options (as applicable).

The Company does not believe the ratio will be greater than 20.35 on the date that is 7 days prior to completion of the Acquisition.

See Schedule 1 for details of the Company’s capital structure following completion of the TSI Acquisition.

See Schedule 2 for a Pro-forma balance sheet of the Company following completion of the TSI Acqusition.

3.4 Risks associated with the TSI Acquisition

TSI’s business, financial condition and/or operations may be materially and adversely affected by a number of factors including those, which may arise from the risks summarised in Schedule 4. Although management takes steps to mitigate risks where possible or where the cost of doing so is reasonable in relation to the probability and seriousness of the risk, it may not always be possible to avoid crystallization of some or all of such risks.

The Directors consider that the summary of risks in Schedule 4, which is not exhaustive, represents some of the specific risk factors which need to be considered when evaluating the Company's business and prospects. The key risks are:

Loss of major contracts;
Decline in customer take-up and usage;
Regulatory and economic risks; and
Future capital requirements.

Refer to Schedule 4 for a summary of these and other risks.

QED Occtech Limited - Notice of General Meeting

4. TSI

4.1 Highlights of the TSI business

ACTUAL QUARTERLY TRANSACTION VOLUME GROWTH FROM TSI MACHINES

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Historical Quarterly Transaction Volumes
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
07 07 07 07 08 08 08 08 09 09 09 09 10
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Historical ATM and Bill Payment transaction volumes. Past performance does not necessarily indicate transaction volumes in the future.

Refer to Schedule 4 for risk factors.

(a) Existing operations in India that are focused on the deployment of ATMs and the e-transaction market in India;
(b) Recurring revenue streams though deployment of ATMs on behalf of major banks in India;
(c) Existing commercial agreements and relationships in place with major banks and large corporations for its business in India;
(d) Large Indian corporate shareholder (initially joint venture partner) which has a presence of over 300 offices with 15,000 staff and contractors across India;
(e)
A strong and experienced management team based in India;
(f) Business is fully scalable, growing in line with the market increase in financial transactions;
(g) Business is well positioned to capture the significant ATM demand required by banks in India which is considered in an early growth phase compared to mature western economies;
(h)
GDP growth in India exceeded 7% in 2008;
(i) Major banks in India continue to request an increased number of ATM deployments; (j) Indian Bankers Association states that India requires 200,000 ATMs over the next three years;
(k) 162 million financial cards currently on issue (in 2009) and growing rapidly in India compared to 49.6 million in 2005; and
(l) Transaction volumes continue to grow strongly.

QED Occtech Limited - Notice of General Meeting

4.2 Overview of TSI

Founded in 2005, TSI is a rapidly growing deployer of ATMs and electronic financial transaction solutions with operations based in India. With its first ATM installed and operational in late 2006 the company has successfully grown its transaction volumes strongly each quarter.

The company’s business model is to build recurring revenue through the deployment of ATMs as well as service the financial payments sector through automation of bill payment processes, in a market that is migrating from paper based to electronic transactions.

TSI owns, manages and operates its financial hardware and systems, in return for a fee per transaction. This recurring revenue assists TSI in producing a business model that is highly scalable.

TSI has agreements with major banks, utilities and corporates. It is these corporations rather than the end users of ATMs who form TSI’s customer base, and from whom TSI receives its revenues.

Supported by the strong infrastructure and business platform built over the last 5 years (along with a leading market reputation), the business is now scalable by the continued deployment of machines. Barriers to entry in the sector are high with regulatory and banking approvals required. TSI has successfully overcome those barriers, as reflected in its growth profile and the increasing demand for its ATM outsourced business.

Indian banks have recognised the need for increased transaction efficiencies in the banking sector with a number of leading banks suggesting there is a requirement to increase the Indian banks ATM network from 45,000 ATMs to over 200,000 ATMs in India over a 3-year period.

TSI is well positioned to be a market leader in ATM deployment in India, driven by the demand for its solutions in a rapidly expanding market.

4.3 Current size of TSI

TSI currently has placed and services over 300 ATM’s with contracts in place to install up to a further 100 machines. Through its growing reputation in the market place TSI is being offered a pipeline of larger ATM deployment opportunities.

TSI continues to receive enquiries from Indian banks due to a number of factors including;

(a) Market leading reputation – without exception TSI’s ATM contracts have been extended to rollout further machines, due to uptime and customer satisfaction;
(b) Early mover advantage;
(c) Leading management team – combined experience of over 50 years in banking allowing our clients to talk to ex-bank professionals and highly skilled technical staff; and
(d) Compelling market fundamentals – the sheer size and scale of India’s population is matched by the substantial size and opportunity of the financial transactions market.

QED Occtech Limited - Notice of General Meeting

4.4 Market for TSI's Business in India

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Delhi
Ahmedabad
Kolkata
Mumbai
Pune
Hyderabad
Capital
Bangalore Large urban areas
Chennai
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(a) Population

India is the world’s second most populous country with an estimated population of 1.15 billion and growing at an average of 21 million people per year (the size of Australia every year). However, this alone does not give a full account of the foreseeable growth in India, as half the population is below the age of 25 and 31 percent is under 15. Economists have concluded that the majority of a country’s consumption takes place by those between the ages of 15 and 44 and in 2010 India will have 580 million in this bracket.

“Nearly 500 million people are 19 years or younger, so India’s workforce and consumer class will keep growing for decades.” Peter Engardio, Business Week 2007

(b) Economic Growth

India has undergone an extended economic boom, with real GDP growth of 9.4 per cent. in 2006/07, forecast to continue at an annual average of 7.5 per cent. Average household income expected to triple over the next two decades, moving India to the fifth largest consumer economy by 2025.

This growth has initiated changes in the Indian society. It has caused rapid growth within urban India and has facilitated the development of an urban middle class with higher disposable income, whilst rural poverty has declined.

Importantly, this dynamic of a growing middle class has fuelled the demand for greater financial services and systems for payment. For example, financial card payments increased from US$8.5 billion in 2005 to US$10.6 billion in 2006.

QED Occtech Limited - Notice of General Meeting

(c) The ATM market in India – Compelling market fundamentals

The sheer size and scale of India’s population is matched by the substantial size and opportunity of the financial transactions market. The Indian market is immature in the breadth and availability of services that it offers. Compared to other nations, India is poorly served by ATMs.

The density of ATMs in India per person is small compared to other countries and Asian counterparts and India is poorly served. It has only 33 ATM’s per million people, whereas China has about 98 ATMs per million, Singapore has 419 ATMs per million and South Korea has a density of 1600 ATMs according to the Global ATM Market & Forecasts 2013 report published by Retail Banking Research.

According to the Indian Payment Card Industry Survey 2009, there were only 5,480 ATMs in India in 2002. Now there are just over 43,000 ATMs in 2009. In the past banks have created ATM infrastructure, largely as a method to expand the customer base and to reach new customers. However, as is the case in mature markets, it seems that there is an expectation by bankers that ATM growth will come from independent ATM deployers.

INDIAN ATM GROWTH

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Past performance does not necessarily indicate transaction volumes in the future.

Refer to Schedule 4 for risk factors.

Hence, there is a large opportunity to develop networks that will attract a large customer base that is yet untapped.

Both the Reserve Bank of India ( RBI ) and Indian banks are also focused on tapping the under-banked segment (estimated to be approximately 700,000,000 people). This is supported by the RBI’s initiatives to ensure ATMs play a significant role in the broader objective of inclusive banking for the masses. For the consumer, ATM transactions are free in the vast majority of cases.

QED Occtech Limited - Notice of General Meeting

Today, banks are increasingly migrating towards a self-service model to achieve cost savings and also increase convenience to customers. Queues for bank teller withdrawals are a burden on the banks. Also the cost of processing an over the counter teller transaction is typically in the vicinity of 50 rupees; in contrast an ATM transaction costs around 15 rupees.

Banks see ATMs more than cash dispensing machines but as a mechanism to become more efficient and increase customer service. According to a report by Celenet, today banks are encouraging customers to use ATMs for value added services such as phone card top ups.

TSI partners with banks to rollout ATM networks (bank branded) TSI typically owns the ATM and manages the ATM’s on behalf of the partner bank, allowing the bank to focus on core activities.

In the context of India’s immature financial services market, the opportunity is substantial.

4.5 Platform for Business Growth in India

(a) Strategic Partnerships

To assist in the development of its business and reach across India, TSI formed a joint venture arrangement with Securitrans India Pvt Ltd. (Securitrans). Securitrans provides ATM cash replenishments to over 4250 ATMs, 22 banks and across 300 locations countrywide. Securitrans is part of the APS Group which is actively involved in providing dedicated cash management services including currency sorting, cash pickups, inter-city/intra city movements of cash and bullion via a large fleet of over 675 vehicles and a dedicated and experienced workforce of 15,000 staff and contractors across the 4 APS Group companies.

Mr. Anil Puri, a director and proprietor of Securitrans is a shareholder and director of TSI and consequently he is a TSI Vendor.

TSI has also built solid relationships with NCR Corporation and Wincor Nixdorf for the purchasing of ATMs. In relation to bill payments TSI works closely with Accel Transmatic Limited and Opus Soft Software Solutions to assist TSI in growing its Indian business.

(b) TSI expertise

TSI has assembled a team with strong financial services capabilities. The company has a strong management team with strong banking experience, coupled with technical engineering experience in order to capture the Indian opportunities. TSI’s expertise is in the following areas.

Senior management have an in-depth understanding of the operation of electronic payment machines such as ATM and bill pay machines, cash management and distribution channels as well as financial card scheme processes;
TSI India has developed processes to find optimal locations for the placement of ATM’s;
TSI has been approached by existing Bank customers to increase ATM networks which reflects the expertise of management in managing those networks;
Owning, installing and managing ATM networks on behalf of banks and managing customer requirements; and
Full electronic transaction capability for bill payment machines from capital ownership, transaction processing and settlement.

QED Occtech Limited - Notice of General Meeting

(c) Offices in India

The core activities of TSI are in India and the company has 2 leased offices and a warehouse in New Delhi.

TSI India has 30 employees and low staff turnover since the commencement of the Indian business in 2006.

(d) Business Growth

TSI’s main growth is expected to come from the ATM business primarily due to the increasing demand for TSI expertise in building bank ATM networks. In all instances, TSI’s original ATM bank customers have requested an increase in the number of the ATMs deployed by TSI from the original agreement.

Expansion into providing bill payment services provides a sound business opportunity and allows TSI to leverage large corporate relationships as we look forward to the future.

The ATM business has four components:

Existing ATM’s operating at expected activity levels;
Recently placed ATM’s building to expected activity levels;
New ATM’s under contract and yet to be placed; and
Purchasing of existing ATM networks.

Each ATM has a transaction history that allows individual placement to be judged against peer machines and to determine if they are optimally placed.. Typically, networks in India average approximately 7000 - 8000 transactions per ATM per month per machine.

The characteristics of these ATM’s are that once they are fully ramped up (mature) they are typically cash positive. ATM's can be re-located to new sites if required. Existing placements are less than 5 years old, (median 2 years), with the expected life of a machine being approximately 10 years.

New ATMs placed take approximately 7 months to reach expected activity levels.

Efficiencies are gained as roll out size grows including a reduction in the capital cost of machines due to larger purchasing volumes.

(e) Comparative activity levels in other countries

Other countries such as the USA, UK and Australia are considered mature ATM markets when compared to India.

USA with a population of just over 307,000,000 has an ATM base of 395,000, which processes 2130 transactions per ATM per month.

In Australia, 21,374,000 people had access to 27,306 ATMs in 2009 with 2592 ATM transactions being performed per ATM per month.

Of India’s population of 1.2 billion, 500,000,000 people are considered to operate within the banking system at present. There are approximately 43,000 ATMs currently operational in India with the Indian Bankers Association advising that on average over 8,500 ATM transactions per ATM per month currently being performed.

QED Occtech Limited - Notice of General Meeting

5. Resolution 1 – Approve Change to Scale of Activities

5.1 Background

Resolution 1 seeks approval from Shareholders for a change to the scale of the activities of the Company.

As outlined in Section 3 of this Explanatory Statement, the Company has entered into the Sale Agreements under which the Company has agreed to make separate offers to all TSI Securityholders to acquire all of the TSI Securities.

The Sale Agreements with the Participating Directors and the TSI Vendors are each subject to a condition precedent to obtain Shareholder approval.

Resolution 1 is an ordinary resolution. Resolution 1 is subject to the approval of Resolutions 2, 3, 4, 5 and 12.

5.2 Listing Rule 11.1 Requirements

Chapter 11 of the Listing Rules requires Shareholders to approve any significant change in the nature or scale of a company's activities. The completion of the TSI Acquisition by the Company will have the effect of increasing the scale of the Company's activities.

Resolution 1 seeks Shareholder approval to allow the Company to complete the TSI Acquisition thereby increasing the scale of its activities (not its nature).

Where a Company seeks to change the scale of its activities, it must:

(a) under Listing Rule 11.1.1, notify ASX of the proposed change;
(b) under Listing Rule 11.1.2, obtain shareholder approval to undertake the change; and
(c) under Listing Rule 11.1.3, meet the requirements of Chapters 1 and 2 of the Listing Rules as if the Company was applying for admission to the official list of ASX, if required by ASX. The ASX has confirmed that the Company does not need to re-comply with the requirements of chapters 1 and 2 of the Listing Rules.

See Section 3 of this Explanatory Memorandum for further information on the TSI Acquisition and the likely affect that the TSI Acquisition will have on the Company.

A voting exclusion statement is included in the notice.

QED Occtech Limited - Notice of General Meeting

6. Resolution 2 – Approve TSI Acquisition

6.1 Background

Resolution 2 seeks approval from Shareholders to approve the TSI Acquisition as TSI is a related party of the Company. The consideration for the TSI Acquisition is in Resolutions 3. 4 and 5.

Resolution 2 is an ordinary resolution. Resolution 2 is subject to the approval of Resolutions 1, 3, 4, 5 and 12.

6.2 Listing Rule 10.1 Requirements

ASX Listing Rule 10.1 prevents a company from acquiring a substantial asset from a related party without shareholder approval.

The effect of passing Resolution 2 will be to allow the Company to complete the TSI Acquisition with TSI without breaching Listing Rules 10.1.

For the purposes of Listing Rule 10.10, the following information is provided:

(a) the independent expert's report in Schedule 5 sets out:
(i) the effect of the TSI Acquisition and Sale Agreements on the Company; and
(ii) whether the TSI Acquisition is fair and reasonable to Shareholders.
(b) a voting exclusion statement is included in the Notice.

7. Resolution 3 – Approve Issue of securities to TSI Vendors

7.1 Background

Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.1 for the Directors to grant up to 755,281,296 Shares to the TSI Vendors and 162,800,000 Converting Notes to Utilico pursuant to the TSI Acquisition.

Each TSI Vendor has entered into a Sale Agreement with the Company to sell their TSI Shares in consideration for Shares at a ratio (to be determined using the Consideration Calculation). At the date of this Notice, the Consideration Calculation results in a ratio of 20.35 Shares for each TSI Share. The ratio is subject to adjustment 7 days prior to completion (see Section 3.3 of this Explanatory Memorandum).

The Company has also entered into an agreement with Utilico for the issue of the Converting Notes. At the date of this Notice, the Consideration Calculation results in a ratio of 20.35 Shares for each TSI Converting Note held by Utilico. The ratio is subject to adjustment 7 days prior to completion (see Section 3.3 of this Explanatory Memorandum). Utilico has further agreed with TSI for TSI to redeem all of its TSI Converting Notes. (See Schedule 7 for terms and conditions of Converting Notes)

Listing Rule 7.1 requires Shareholder approval for the proposed issue of the securities to TSI Vendors. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval

QED Occtech Limited - Notice of General Meeting

is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Given the issue of the securities to the TSI Vendors under Resolution 3 will exceed this 15% threshold and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

Resolution 3 is an ordinary resolution. Resolution 3 is subject to the passing of Resolutions 1, 2, 4, 5 and 12.

7.2 Specific Information Required by ASX Listing Rule 7.3

The following information is provided in relation to the securities pursuant to and in accordance with ASX Listing Rule 7.3:

(a) The maximum number of Shares to be issued is 755,281,296 and the maximum number of Converting Notes is 162,800,000;
(b) The Company will issue and allot the Shares and Converting Notes no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(c) The Shares will have a deemed issue price of $0.0225 each and the Converting Notes will have a deemed issue price of $0.0225 each;
(d) The Shares and Converting Notes will be issued for nil cash consideration, but rather as consideration for the TSI Acquisition of 100% of the TSI Securities. Accordingly no funds will be raised from the issue of the Shares or Converting Notes;
(e) The Shares will be issued to TSI Vendors (or their nominees) in amounts set out in Schedule 3 to this Notice of Meeting (subject to the Consideration Calculation in Section 3.3 of this Explanatory Memorandum;
(f) The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Converting Notes will automatically convert on 13 August 2011 into fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(g) None of the TSI Vendors or Utilico are related parties of the Company;
(h) The issue of the Shares and Converting Notes may occur progressively; and
(i) A voting exclusion statement is included in the Notice.

QED Occtech Limited - Notice of General Meeting

8. Resolution 4 – Approve Issue of Shares to Participating Directors

8.1 Background

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the Directors to issue up to 270,904,511 Shares to Participating Directors pursuant to the TSI Acquisition. Each of the Participating Directors has entered into a Sale Agreement with the Company to sell their TSI Shares in consideration for Shares at a ratio (to be determined using the Consideration Calculation). At the date of this Notice, the Consideration Calculation results in a ratio of 20.35 Shares for each TSI Share. The ratio is subject to adjustment 7 days prior to completion (see Section 3.3 of this Explanatory Memorandum).

The backgrounds of the Participating Directors are in Section 11 (Mr Paul Boyatzis) and Section 12 (Mr Gary Foster).

Shareholder approval is required under ASX Listing Rule 10.13 and section 219 of the Corporations Act for the proposed issue of the Shares because the Directors are related parties of the Company.

The Shares will be issued as consideration for the Purchase of the Participating Director's TSI Shares as follows:

Participating Director	Number of TSI Shares	Entitlement to Shares
Paul Boyatzis	5,150,004	104,802,581
Gary Foster	8,162,257	166,101,930
Total	13,312,261	270,904,511

The above number of Shares is subject to the Consideration Calculation in Section 3.3 of this Explanatory Memorandum.

Shareholder approval of the issue of the Shares means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 4 is an ordinary resolution. Resolution 4 is subject to the approval of Resolutions 1, 2, 3, 5 and 12.

8.2 Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act

For the purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information is provided as follows:

(a) The Shares will be issued to the Participating Directors (or their nominees) identified in the table in Section 8.1;
(b) The maximum number of Shares issued to Participating Directors (or their nominees) is 270,904,511. The number of Shares is subject to the Consideration

QED Occtech Limited - Notice of General Meeting

Calculation in Section 3.3 of this Explanatory Memorandum but will not exceed 270,904,511;

(c) The Company will issue the Shares no later than 1 month after the date of the General Meeting (or such longer period of time as ASX may in its discretion allow);
(d) The Shares will each be issued as consideration for the acquisition of TSI Shares held by the Participating Directors. There will be no cash consideration and accordingly no funds will be raised from the issue of the Shares;
(e) The Shares to be issued are ordinary shares and rank equally with the Company's existing Shares;
(f)
A voting exclusion statement is included in this Notice;
(g) The current and proposed holdings of Participating Directors are specified as follows:

Participating Director	Current Shares	Proposed Shares
Paul Boyatzis	17,650,000	104,802,581
Gary Foster	9,288,215	166,101,930
Total	26,938,215	270,904,511

(h) If Shareholders approve the issue of the Shares it will result in a dilution of all other Shareholders’ holdings in the Company of 20.93% based on a fully diluted basis

Current number of Shares on issue	268,047,537
Number of Shares be granted under Resolution 3	755,281,296
Number of Shares be granted under Resolution 4	270,904,511
Dilutioneffect	20.93%

(i) Other than as disclosed in this Resolution 4, none of the Participating Directors currently have any other security holding in the Company;

(j)
Following completion of the TSI Acquisition:
(i) Mr Paul Boyatzis will receive Directors fees as non-executive chairman of $156,000 per annum; and
(ii) Mr Gary Foster will receive a salary package of $240,000 including statutory superannuation as managing Director;
(k) The Participating Directors are also entitled to reimbursement of all reasonable travelling, accommodation and other expenses that a Participating Director properly incurs in attending meetings of Directors or any meetings of committees of Directors, in attending any meetings of Shareholders and in connection with the business of the Company;

QED Occtech Limited - Notice of General Meeting

(l) Other than as set out in this Notice, none of the Participating Directors receive any other emoluments;
(m) The Participating Directors have not been paid any amounts by the Company in the previous 12 months. If Resolutions 1, 2 3, 4, 5 and 12 are approved the Participating Directors will receive Directors fees commencing from 1 March 2010 at the rate of $60,000 per annum until completion of the TSI Acquisition;
(n) In exchange for each TSI Share the Participating Directors will receive up to 20.35 Shares in the Company;
(o) Independent accountants BDO Corporate Finance (WA) Pty Ltd (BDO) has determined the technical value of one Share post the completion of the TSI Acquisition approximates between $0.011 and $0.022 with the higher value being preferred by BDO. This valuation imputes a financial benefit to the Participating Directors of between $2,979,950 and $5,959,899 for the Shares. The Shares will be issued as consideration for the acquisition by the Company of TSI Shares held by the Participating Directors;
(p) Each Participating Director has an interest in Resolution 4 under which the Shares will be granted and therefore believes it inappropriate to make a recommendation. Mr Simon Cato does not have an interest in Resolution 4 and recommends the issue of the Shares in Resolution 4 to the Participating Directors because Mr Cato believes the TSI Acquisition is in the best interests of the Company for the reasons set out in Section 4 of this Explanatory Memorandum ;
(q) The Company’s Shares have been suspended from trading on ASX since 2 December 2009. Historical share price information for the three months prior to 2 December 2009 is as follows:

	Price	Date
Highest	$0.02	25/11/2009
Lowest	$0.01	10/9/2009
Last	$0.02	25/11/2009

(r) As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required; and
(s) Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 4.

QED Occtech Limited - Notice of General Meeting

9. Resolution 5 – Approve Issue of Options to Proposed Director

9.1 Background

Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the Directors to grant 10,175,000 Options to the Proposed Director, Mr Yew Seng Kwa, pursuant to the TSI Acquisition.

The Proposed Director has entered into an Agreement with the Company to cancel his TSI Options in consideration for Options at a ratio (to be determined using the Consideration Calculation). At the date of this Notice, the Consideration Calculation results in a ratio of 20.35 Shares for each TSI Share. The ratio is subject to adjustment 7 days prior to completion (see Section 3.3 of this Explanatory Memorandum).

The terms and conditions of the Options are in Schedule 6.

The background of the Proposed Director, Mr Yew Seng Kwa, is set out Section 14.

Shareholder approval is required under ASX Listing Rule 10.13 and section 219 of the Corporations Act for the proposed issue of the Shares because the Proposed Director is a related party of the Company.

Shareholder approval of the issue of the Options means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 5 is an ordinary resolution. Resolution 5 is subject to the approval of Resolutions 1, 2, 3, 4 and 12.

9.2 Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act

For the purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information is provided as follows:

(a) The Options will be issued to the Proposed Director (or his nominee).
(b) The maximum number of Options issued to the Proposed Director (or his nominee) is 10,175,000. The number of Options is subject to the Consideration Calculation in Section 3.3 of this Explanatory Memorandum but will not exceed 10,175,000.
(c) The Company will issue the Options no later than 1 month after the date of the General Meeting (or such longer period of time as ASX may in its discretion allow).
(d) The Options will be issued as consideration for the cancellation of the TSI Options held by the Proposed Director. There will be no cash consideration and accordingly no funds will be raised from the issue of the Options.
(e) Each Option entitles the Proposed Director to subscribe for one (1) Share. The Options will be issued with an exercise price of $0.045 and an expiry date of: (i) 30 November 2011 for 50% of the Options; and
(ii) 30 November 2012 for 50% of the Options.

QED Occtech Limited - Notice of General Meeting

Further terms and conditions of the Options are in Schedule 6. Shares to be issued on the exercise of the Options are ordinary shares and rank equally with the Company's existing Shares.

A voting exclusion statement is included in this Notice.

(g) The current and proposed holdings of the Proposed Director are specified as follows:

	Shares	Options
Current	3,500,000	0
Proposed	0	10,175,000

(h) If Shareholders approve the issue of the Options it will result in a dilution of all other Shareholders’ holdings in the Company of 0.78% based on a fully diluted basis.
(i) Other than as disclosed in this Resolution 5, the Proposed Director does not currently have any other security holding in the Company.
(j) Following completion of the TSI Acquisition, the Proposed Director will receive $200,000 including statutory superannuation as an executive Director.
(k) The Proposed Director will also be entitled to reimbursement of all reasonable travelling, accommodation and other expenses that the Proposed Director properly incurs in attending meetings of Directors or any meetings of committees of Directors, in attending any meetings of Shareholders and in connection with the business of the Company.
(l) Other than as set out in this Notice, the Proposed Director will not receive any other emoluments.
(m) The Proposed Director has not been paid any amounts by the Company in the previous 12 months.
(n) On the basis of the assumptions below, independent accountants BDO has determined the technical value of one Option approximates $0.00467 in respect of the Options expiring on 30 November 2011 and $0.00759 in respect of the Options expiring on 30 November 2012. This valuation imputes a financial benefit of $62,373 for the Options. The Options will be issued as consideration for the cancellation of the TSI Options held by the Proposed Director.

The value may go up or down after that date as it will depend on the future price of a Share. Black & Scholes methodology has been used, together with the following assumptions:

(i) interest rate set at the Commonwealth Government securities rate of 4.59%;
(ii) the date of valuation is for the purposes of settling the current market value of a Share is 16 June 2010;
(iii) A price of $0.022 for the underlying share which is the high value determined by the Independent Expert in their report in Schedule 5;
(iv) the standard deviation of returns of the Options is set at 85% which is based on the Company's historical data; and

QED Occtech Limited - Notice of General Meeting

(o) the Options will not be exercised any earlier than 30 November 2011 (50%) or 30 November 2012 (50%);
(p) The Directors do not have an interest in the outcome of Resolution 5. Each Director recommends the issue of the Options in Resolution 5 to the Proposed Director because the Directors believe the TSI Acquisition is in the best interests of the Company for the reasons set out in Section 4 of this Explanatory Memorandum;
(q) The Company’s Shares have been suspended from trading on ASX since 2 December 2009; Historical share price information for the three months prior to 2 December 2009 is as follows:

	Price	Date
Highest	$0.02	25/11/2009
Lowest	$0.01	10/9/2009
Last	$0.02	25/11/2009

(r) As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required; and
(s) Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 5.

10. Resolution 6 – Change of Company Name

The Directors have determined to change the Company name to Transaction Solutions International Limited . Resolution 6 seeks Shareholder approval for the change of name in accordance with section 157 of the Corporations Act.

If the proposed change of name is available that change of name takes effect from when ASIC alters the details of the Company’s registration.

Resolution 6 is a special resolution.

QED Occtech Limited - Notice of General Meeting

11. Resolution 7 – Re-Election of Director – Mr Paul Boyatzis

Resolution 7 deals with the re-election of Mr Paul Boyatzis to the Board of the Company.

Article 6.2(b) of the Constitution gives the Directors authority to appoint other Directors.

Mr Boyatzis was appointed a Director of QED on 23 February 2010.

The Constitution states any Director appointed in accordance with Article 6.3(j) must retire at the next general meeting and is eligible for re-election.

Accordingly, Mr Boyatzis resigns as a Director at this Meeting and being eligible seeks approval to be re-elected as a Director.

Details of Mr Boyatzis’ experience and qualifications are as follows:

Mr Boyatzis co founded Transaction Solutions International Pty Ltd in 2004 and was appointed the founding Chairman of TSI and its subsidiary companies in 2006. He has over 25 years experience in the investment and equity markets with a focus on the strategic development of emerging growth opportunities.

He is currently a member of the Securities & Derivatives Industry Association, a member of the Australian Institute of Company Directors, and a member of CPA Australia.

He holds a number of executive and non executive roles with private and listed companies.

The Board supports the re-election of Mr Boyatzis.

12. Resolution 8 – Re-Election of Director – Mr Gary Foster

Resolution 8 deals with the re-election of Mr Gary Foster to the Board of the Company.

Article 6.2(b) of the Constitution gives the Directors authority to appoint other Directors.

Mr Foster was appointed a Director of QED on 23 February 2010.

The Constitution states any Director appointed in accordance with Article 6.3(j) must retire at the next general meeting and is eligible for re-election.

Accordingly, Mr Foster resigns as a Director at this Meeting and being eligible seeks approval to be re-elected as a Director.

Details of Mr Foster's experience and qualifications are as follows:

Previously, Mr. Gary Foster was instrumental in building one of the largest independent electronic transaction companies in Australia. Mr. Foster oversees all subsidiaries of TSI and its business units. These include companies in the United Kingdom, Australia and India.

Gary has been in executive leadership and management roles for three financial and e-transaction payment companies and is co-founder of TSI.

The Board supports the re-election of Mr Foster.

QED Occtech Limited - Notice of General Meeting

13. Resolution 9 – Re-Election of Director – Mr Simon Cato

Resolution 9 deals with the re-election of Mr Simon Cato to the Board of the Company.

Article 6.2(b) of the Constitution gives the Directors authority to appoint other Directors.

Mr Cato was appointed a Director of QED on 23 February 2010.

The Constitution states any Director appointed in accordance with Article 6.3(j) must retire at the next general meeting and is eligible for re-election.

Accordingly, Mr Cato resigns as a Director at this Meeting and being eligible seeks approval to be re-elected as a Director.

Details of Mr Cato's experience and qualifications are as follows:

Mr Cato has 25 years of capital markets experience in broking and regulatory roles as a director of listed companies. He has been an employee of ASX and an executive director of three stockbroking firms. Mr Cato is current the chairman of Advance Share Registry Limited and Convergent Minerals Limited and Mr Cato is a director of Greenland Minerals and Energy Limited and Queste Communications Limited.

The Board supports the re-election of Mr Cato.

14. Resolution 10 – Election of Director – Mr Yew Seng Kwa

Clause 6.2 of the Constitution allows the Company in a general meeting by ordinary resolution to appoint any person as a director, but only where the total number of directors does not at any time exceed the maximum number specified by the Constitution.

Mr Yew Seng Kwa was the senior finance executive for two public listed companies in Australia for over 20 years and recently, for a public company listed on the Hong Kong Stock Exchange. He has extensive experience in all aspects in financial management, strategic planning, project development and business operations of multinational companies.

He has a Bachelor of Commerce and a Master of Administration degree and is a member of the Institute of Chartered Accountants in Australia and the Australian Institute of Company Directors.

Resolution 10 proposes Mr Kwa as a new director of the Company in accordance with clause 6.2 of the Constitution.

The Board unanimously supports the election of Mr Kwa.

Resolution 10 is an ordinary resolution.

QED Occtech Limited - Notice of General Meeting

15. Resolution 11 – Authorisation of Directors Fees

Article 6.5 of the Constitution provides that the Company may pay a maximum aggregate amount of directors’ fees of $150,000 or as otherwise determined by the Company in general meeting.

ASX Listing Rule 10.17 provides that an entity must not increase the total amount of Directors’ fees payable by it or any of its controlled entities without the approval of holders of its ordinary securities. The rule does not apply to the salary of an executive director. This requirement is also reflected in the Company’s Constitution.

Following the TSI Acquisition the current non-executive Directors will receive a combined total of $186,000 per annum inclusive of superannuation.

The Directors have resolved to seek Shareholder approval to increase the maximum aggregate remuneration of non-executive Directors of the Company from $150,000 to $500,000 per annum inclusive of superannuation. It is not intended to use the maximum amount immediately. The proposed increase in fees of $350,000 may be utilised for future appointments of new directors and/or future increases in non-executive Directors fees.

The proposed increase in the maximum aggregate amount:

(a) Provides scope to appoint additional non-executive directors to enhance the breadth of skills on the Board;
(b) Accommodates increases in fees payable to each non-executive Director based on a review of fees paid to non-executive directors in peer-group Companies;
(c) Ensures that the Company’s fee structure remains competitive with peer-group companies; and
(d) Reflects the increased complexity of the Company and demands on non-executive Directors and the increased time commitment expected from Directors.

Maintaining a buffer will provide flexibility in planning the Board's structure in advance of specific needs arising. This may include the appointment of new directors to the Board before directors they are replacing retire to allow for orderly succession and for optimal training and handover arrangements. Further, the buffer will permit the Company, in the future, to increase the size of its Board as it takes on new functions and responsibilities and seeks to remain flexible and responsive to its dynamic operating environment.

Resolution 11 is an ordinary resolution.

16. Resolution 12 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Some of the Directors may have a material personal interest in the outcome of Resolutions 1, 2, 3, 4 and 5. In the absence of this Resolution 12, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 1, 2, 3, 4 and 5.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

QED Occtech Limited - Notice of General Meeting

17. Action to be Taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

QED Occtech Limited - Notice of General Meeting

18. Definitions

In this Explanatory Memorandum and Notice:

ASIC means Australian Securities and Investments Commission.

ATM means automated teller machine .

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Converting Note means the note to be issued by the Company to Utilico each with a face value of $0.0225, a coupon rate of 3.5% per annum and which automatically convert into a Share on 13 August 2011.

Consideration Calculation has the meaning given in Section 3.3 of the Explanatory Memorandum.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Options mean an option with the terms and conditions in Schedule 6.

Participating Directors means Mr Paul Boyatzis and Mr Gary Foster who are Directors of the Company and who hold TSI Shares as detailed in Section 8 and Schedule 3.

Proposed Director means Yew Seng Kwa who is a proposed Director of the Company and who holds TSI Options as detailed in Section 3 and Schedule 3.

Proxy Form means the proxy form attached to the Notice.

QED and Company means QED Occtech Limited ABN 98 057 335 672.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

QED Occtech Limited - Notice of General Meeting

Sale Agreements has the meaning in Section 3.3 of the Explanatory Memorandum.

Shareholder means a shareholder of the Company.

TSI means Transaction Solutions International plc, company number 05679983 of Pempar House, 9 Cloak Lane, London EC4R2RU.

TSI Acquisition has the meaning in section 3.1 of the Explanatory Memorandum.

TSI Option means an option issued by TSI with an exercise price of 50 pence and an expiry date of 1 December 2011 or 1 December 2012.

TSI Converting Note means a Converting Note issued by TSI with a conversion price of 25 pence and which convert on 13 August 2011.

TSI Securities means the TSI Shares, TSI Converting Notes and TSI Options.

TSI Securityholder means the holder of TSI Shares, TSI Converting Notes and TSI Options

TSI Share means a fully paid ordinary share of TSI.

TSI Vendors means those holders of TSI Shares and TSI Converting Notes detailed in Section 7 and Schedule 3. The purposes of this Notice the TSI Vendors do not include the Participating Directors.

Utilico means Utilico Emerging Markets Limited a company incorporated under the laws of Bermuda with Company Registration Number 36941 and with its registered office located at Canon's Court 22 Victoria Street Hamilton HM 12 .

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

QED Occtech Limited - Notice of General Meeting

Schedule 1 – Pro-Forma Balance Sheet

Current Assets Cash Trade and other receivables Prepayments Other Total Current assets Non Current assets Other Financial assets Security Deposits Plant and Equipment at cost Deferred tax asset Total Non Current asset Total Assets Current Liabilities Trade and Other payables Total Current Liabilities Non Current Liabilities Deferred tax liabilities Total Non Current Liabilities Total Liabilities Net assets Equity Issued Capital Converting Notes Reserves Accumulated losses Total Equity	QED TSI QED and TSI Unaudited Management Post 31 Dec 2009 Acquisition Pro-forma Reviewed Accounts Adjustments Of TSI 31-Dec-09 31-Dec-09 31-Dec-09
	752,519 4,863,314 (245,222) - 5,370,611 11,365 644,414 - - 655,779 - 1,576 - - 1,576 - 663,627 - - 663,627
	763,884 6,172,931 (245,222) - 6,691,593
	3,140,000 - - (3,140,000) 0 - 1,339,680 - - 1,339,680 - 6,343,138 1,929,767 - 8,272,905 - - - 604,364 604,364
	3,140,000 7,682,818 1,929,767 (2,535,636) 10,216,949

	3,903,884 13,855,749 1,684,545 (2,535,636) 16,908,542
	57,232 663,398 - - 720,630
	57,232 663,398 - - 720,630
	74,036 51,109 - (125,145) -
	74,036 51,109 - (125,145) -

	131,268 714,507 - (125,145) 720,630

	3,772,616 13,141,242 1,684,545 (2,410,491) 16,187,912
	18,075,081 34,237,423 1,684,545 (16,390,790 37,606,259 - 3,937,040 - - 3,937,040 2,872,186 (19,820,658) - (2,872,186) (19,820,658) (17,174,651) (5,212,563) - 16,852,485 (5,534,729)
	3,772,616 13,141,242 1,684,545 (2,410,491) 16,187,912

QED Occtech Notice of General Meeting

Schedule 2 – Capital Structure

	No. of Shares	Options	Converting
			Notes
Currently on issue	268,047,537	-	-
To be issued upon Acquisition of	1,026,185,807	-	-
TSI shares
To be exchanged for TSI	-	-	162,800,000
Converting Notes
To be exchanged for options held	-	10,175,000	-
in TSI
Pro-forma securities on issue	1,294,233,344	10,175,000	162,800,000

QED Occtech Limited - Notice of General Meeting

Schedule 3 – TSI Securities

1. Consideration Securities

The following table shows the number of securities that will be issued by Company in respect of TSI Acquisition

Holder	Shares	Options	Converting Notes
TSI Vendors	755,281,296	-	-
Participating Directors	270,904,511	-	-
Proposed Director	-	10,175,000	-
Utilico	-	-	162,800,000
Total	1,026,185,807	10,175,000	162,800,000

2. TSI Vendors and Participating Directors

The following table shows the number of TSI Shares held by each of the TSI Vendors and Participating Directors and their entitlement to Shares (based on a ration of 20.35 for each TSI Share held).

TSI Vendor	TSI Shares held	Entitlement to Shares*
ArtemisInvestmentManagementLimited	1,750,000	35,612,500
ArtemisInvestmentManagementLimited	1,600,000	32,560,000
Mark Tyndallet all	50,000	1,017,500
MajedieAssetManagement	850,000	17,297,500
HendersonGlobal Investors	1,500,000	30,525,000
NobleAssetManagement	700,000	14,245,000
Cheyne Capital	550,000	11,192,500
SAC Global Investments	1,600,000	32,560,000
SAC Global Investments	1,280,000	26,048,000
GLGEuropeanOpportunityFund	2,250,000	45,787,500
GLGFinancialsFund	750,000	15,262,500
CoeptusLimited	160,000	3,256,000
Landsbanki(ReceivershipKPMG)	400,000	8,140,000
BritInsurance	800,000	16,280,000
WestedgeInvestmentsPtyLtd (1)	5,150,000	104,802,500
Andrew Keighery	1,537,747	31,293,151
George (WA)PtyLtd	4,000,000	81,400,000
Bludgeon PtyLtd	850,000	17,297,500
BretnallCustodiansPtyLtd (1)	8,162,253	166,101,849
Anil Puri	6,593,407	134,175,832
AnujPuri	6,593,406	134,175,812
Paul Boyatzis (1)	4	81
GaryFoster (1)	4	81
UtilicoEmergingMarketsFund	2,000,000	40,700,000
Advides Global Investments	1,000,000	20,350,000
Mohnish Kumar	200,000	4,070,000
Hemant Sood	100,000	2,035,000
TOTAL TSI SHARES HELD BY TSI VENDORS AT DATE OF NOTICE	50,426,821	1,026,185,807

(1)Participating Directors

Based on a ratio of 20.35.

QED Occtech Notice of General Meeting

Schedule 4 – Risk Section

RISK	Future prospects depending on management’s ability to:
Managing business growth	Manage growth through the employment of adequate skilled resources, whilst maintaining financial control
Loss of major contracts	Renew contracts at expiry on attractive terms
Key Executive Dependence	Retain and recruit key staff.
Failure of Systems	Maintain financial controls, defend against natural disasters, terrorist attacks, sabotage and hacking
Competition	Hold and gain market share
Insolvency of Major Client	Avoid consequences of insolvency in terms of bad debt and impact of insolvency on network
Technology Changes	Keep pace with technology changes and introduce new developments to compete effectively
Reliance on I.P.	Stop third parties from using the Company’s products and defend the use of our products from any challenge
Raising future capital	Access future capital needs on sufficient attractive terms to grow the business profitably
Operations in an emerging market	Maintain relationships with key customers, suppliers and retain key executives
Economic, political, legislative, taxation or regulatory changes	Deal with the impact of such changes without adversely affecting the growth of profitability of the business
Fraudulent or criminal activity	Avoid loss by rigorous application of controls
Customer usage of TSI machines and solutions	Predict, ascertain and summarise transaction volume usage across the business
TSI growth	Continue to contractually sign and compete with entering sector participants
Hardware	Achieve regular and constant supply at competitive pricing

QED Occtech Limited - Notice of General Meeting

Schedule 5 Independent Expert's Report

QED Occtech Notice of General Meeting

QED OCCTECH LIMITED Independent Expert's Report

15 July 2010

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BDO Corporate Finance (WA) Pty Ltd 38 Station Street Subiaco WA 6008 PO Box 700 West Perth WA 6872 Phone 61 (0)8 6382 4600 Fax 61 (0)8 6382 4601 [email protected] www.bdo.com.au ABN 27 124 031 045 AFS Licence No. 316158

Financial Services Guide

15 July 2010

BDO Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 (“ BDO ” or “ we ” or “ us ” or “ ours ” as appropriate) has been engaged by QED Occtech Limited (“ QED ”) to provide an independent expert’s report on the proposal to acquire all of the remaining shares in Transaction Solutions International plc (“ TSI ”) that it does not already hold. You will be provided with a copy of our report as a retail client because you are a shareholder of QED.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (“ FSG ”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

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Who we are and how we can be contacted;
The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
Any relevant associations or relationships we have; and
Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Corporate Finance (WA) Pty Ltd is a member firm of the BDO network in Australia, a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). The financial product advice in our report is provided by BDO Corporate Finance (WA) Pty Ltd and not by BDO or its related entities. BDO and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice

BDO CORPORATE FINANCE (WA) PTY LTD

Financial Services Guide

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Fees, Commissions and Other Benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee for this engagement is approximately $25,000.

Except for the fees referred to above, neither BDO, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Other Previous Assignments

We have been engaged by QED to prepare a valuation of its minority interest in TSI in accordance with AASB 139 “Financial Instruments: Recognition and Measurement” as at 31 December 2009 and 30 June 2009.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

We have received a fee from QED for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Corporate Finance (WA) Pty Ltd, PO Box 700 Subiaco WA 6872.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service (“ FOS ”). FOS is an independent organisation that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FOS will be able to advise you as to whether or not they can be of assistance in this matter. Our FOS Membership Number is 12561. Further details about FOS are available at the FOS website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]

Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

This is a draft document and must not be relied on or disclosed or referred to in any document. We accept no duty of care or liability to you or any third party for any loss suffered in connection with the use of this document.

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1.	Introduction	1
2.	Summary and Opinion	1
3.	Scope of the Report	3
4.	Outline of the Proposal	5
5.	Profile of QED Occtech Limited	6
6.	Profile of Transactions Solutions International plc	10
7.	Industry Analysis	15
8.	Valuation Approach Adopted	17
9.	Valuation of QED prior to the Proposal	18
10.	Valuation of QED following the Proposal	22
11.	Is the Proposal fair?	24
12.	Is the Proposal reasonable?	24
13.	Conclusion	26
14.	Sources of Information	26
15.	Independence	26
16.	Qualifications	27
17.	Disclaimers and Consents	27
Appendix	1 – Glossary	29
Appendix	2 – Valuation Methodologies	30

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15 July 2010

The Directors QED Occtech Limited Level 9, BGC Centre 28 The Esplanade Perth WA 6000

Dear Sirs

Independent Expert's Report

1. Introduction

The directors of QED Occtech Ltd (“ QED ” or “ the Company ”) have requested that BDO Corporate Finance (WA) Pty Ltd (“ BDO ”) prepare an independent expert’s report (“ our Report ”) to express an opinion as to whether or not the proposal to acquire the remaining 84.4% interest in Transaction Solutions International plc (“ TSI ”) that it does not already hold through the issue of up to 20.35 QED shares for each TSI share held (“ the Proposal ”) is fair and reasonable to the non associated shareholders of QED (“ Shareholders

2. Summary and Opinion

Our Report is prepared pursuant to ASX listing rule 10.1 and will be included in the Explanatory Memorandum for QED to be sent to all Shareholders to assist them in deciding whether to approve the Proposal.

2.1 Approach

Our Report has been prepared having regard to Australian Securities and Investments Commission (“ ASIC ”) Regulatory Guide 111 (“ RG 111 ”), ‘Content of Expert’s Reports’ and Regulatory Guide 112 (“ RG 112 ”) ‘Independence of Experts’.

In arriving at our opinion, we have assessed the terms of the Proposal as outlined in the body of this report. We have considered:

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How the value of a QED share prior to the Proposal compares to the value of a QED share following the Proposal;
The position of Shareholders should the Proposal not proceed; and
Other factors which we consider to be relevant to the Shareholders in their assessment of the Proposal.

2.2 Opinion

We have considered the terms of the Proposal as outlined in the body of this report and have concluded that the Proposal is fair and reasonable to Shareholders.

In our opinion, the Proposal is fair and reasonable because the value of a QED share prior to the Proposal is equal to the value of a QED share following the Proposal. We consider the Proposal to be reasonable

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because the advantages of the Proposal to Shareholders are greater than the disadvantages. In particular, the Proposal will provide QED with a greater exposure to the rapidly growing ATM market in India and hence provide a potentially high future return to Shareholders.

2.3 Fairness

In Section 11, we determined how the value of a QED share prior to the Proposal compares to the value of a QED share following the Proposal as detailed hereunder.

		Low	High
	Section	A$	A$
Value of a QED share Pre-Proposal	9.2	0.012	0.021
Value of a QED share Post-Proposal	10.3	0.011	0.022

The above valuation ranges are graphically presented below:

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Valuation Summary
Value of a QED share Pre-Proposal
Value of a QED share Post-Proposal
0.010 0.012 0.014 0.016 0.018 0.020 0.022 0.024
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The above pricing indicates that, in the absence of any other relevant information, the Proposal is fair for Shareholders. In particular, we prefer the high values as these values reflect recent capital raisings performed by TSI.

2.4 Reasonableness

We have considered the analysis in Section 12 of this report, in terms of both

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Advantages and disadvantages of the Proposal; and

Alternatives, including the position of Shareholders if the Proposal does not proceed.

In our opinion, the position of Shareholders if the Proposal is approved is more advantageous than the position if the Proposal is not approved. Accordingly, in the absence of any other relevant information we believe that the Proposal is reasonable for Shareholders.

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The respective advantages and disadvantages considered are summarised below:

ADVANTAGES AND DISADVANTAGES	ADVANTAGES AND DISADVANTAGES
Section	Advantages Section	Disadvantages
12.2	The Proposal is fair 12.3	Dilution of Shareholders’ interests.
12.2	Increased exposure to India’s growing economy and banking industry. 12.3	Capital intensive activity requiring funding.

12.2	Relisting on ASX.
12.2	QED will control the operations of TSI.
12.2	Stronger balance sheet
12.2	Recurring revenue stream

Other key matters we have considered include:

Section	Description
12.1	No alternative proposals that we are aware of.

3. Scope of the Report

3.1 Purpose of the Report

ASX Listing Rule 10.1 requires that a listed entity must obtain shareholders’ approval before it acquires or disposes of a substantial asset, when the consideration to be paid for the asset or the value of the asset being disposed constitutes more than 5% of the equity interest of that entity at the date of the last audited accounts.

ASX Listing Rule 10.1 applies where the vendor or acquirer of the relevant assets is a related party of the listed entity. The related parties associated with the Proposal are the current directors of QED with an interest in TSI. A break down of the related party interest in the Company is noted in the table below:

	Number of	Number of QED
	TSI Shares	Shares
Paul Boyatzis	5,150,005	104,802,581
Gary Foster	8,162,257	166,101,930
Total	13,312,261	270,904,511

Paul Boyatzis and Gary Foster have been considered as a single entity for the purpose of considering whether a payment exceeds 5% of QED’s equity interest. Based on the 13,312,261 TSI shares in the table above being converted to 270,904,511 shares at a share price of $0.022, the value of the consideration will be approximately $5,959,899 which is more than 5% of QED’s equity interest at 31 December 2009.

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ASX Listing Rule 10.10.2 requires the Notice of Meeting (“ NoM ”) for shareholders’ approval to be accompanied by a report by an independent expert expressing their opinion as to whether the Proposal is fair and reasonable to the shareholders whose votes are not to be disregarded.

Accordingly, an independent experts’ report is required for the Proposal. The report should provide an opinion by the expert stating whether or not the terms and conditions in relation thereto are fair and reasonable to non-associated shareholders of QED.

Whilst ASIC regulatory guides do not strictly apply to independent expert reports prepared in relation to the ASX listing rules they provide useful guidance. Regulatory Guide 74 issued by ASIC deals with "Acquisitions Agreed to by Shareholders". It states that the obligation to supply shareholders with all information that is material can be satisfied by the non-associated directors of QED, by either:

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Undertaking a detailed examination of the Proposal themselves, if they consider that they have sufficient expertise; or
By commissioning an Independent Expert's Report.

The directors of QED have commissioned this Independent Expert's Report to satisfy this obligation.

3.2 Regulatory guidance

The ASX Listing Rules do not define the meaning of “fair and reasonable”. In determining whether the Proposal is fair and reasonable, we have had regard to the views expressed by ASIC in RG 111. This regulatory guide provides guidance as to what matters an independent expert should consider to assist security holders to make informed decisions about transactions.

RG 111 does not provide specific guidance in relation to a fair and reasonable report required by the ASX. However, RG 111 provides guidance on the content of an expert report, in particular when considering control transactions. We do not consider the Proposal to be a control transaction. As such, we have used RG 111 as a guide for our analysis but have considered the Proposal as if it were not a control transaction.

3.3 Adopted basis of evaluation

RG 111 states that a transaction is fair if the value of the offer price or consideration is greater than the value of the securities subject of the offer. Here the Company is acquiring shares in TSI and the consideration for this acquisition is ordinary shares in the Company.

RG 111 states that when considering the value of the securities subject of the offer in a control transaction the expert should consider this value inclusive of a control premium. However, as stated in Section 3.2 we do not consider that the Proposal is a control transaction. As such, we have not included a premium for control when considering the value of TSI shares.

Further to this, RG 111 states that a transaction is reasonable if it is fair. It might also be reasonable if despite being ‘not fair’ the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid.

Having regard to the above, BDO has completed this comparison in two parts:

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A comparison between the value a QED share prior to the Proposal and the value of a QED share following the Proposal being approved (fairness – see Section 11 “Is the Proposal Fair?”); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the Proposal, after reference to the value derived above (reasonableness – see Section 12 “Is the Proposal Reasonable?”).

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4. Outline of the Proposal

On 23 February 2010, QED announced a Proposal to merge with TSI. Under the Proposal detailed in the NoM, QED proposes to acquire the remaining 84.4% of TSI shares that it does not already hold through an issue of up to 20.35 QED shares for each TSI share. QED currently owns 15.6% of the fully diluted issued capital of TSI. As such, if the Proposal is approved, QED will own 100% of TSI.

Below is a break down of the shareholding spread in TSI prior to the Proposal.

Entity	Shares	%
QED‘s shareholding in TSI	10,769,231	15.6%
Other Shareholders	50,426,821	72.9%
Convertible Noteholders ¹	8,000,000	11.6%
Total	69,196,052	100.0%

Source: QED Management

(1) The table above assumes that TSI’s 8,000,000 convertible notes are converted into TSI shares

Pursuant to the Proposal, QED will issue 162.8 million convertible notes to TSI Convertible Noteholders in exchange for the cancellation of 8 million convertible notes in TSI.

The Company also seeks to issue 10,175,000 options to Yew Seng Kwa in exchange for the cancellation of 500,000 TSI options as part of Resolution 10 of the NoM.

Further to this, Paul Boyatzis and Gary Foster (“ the Related Parties ”), each of whom is considered a related party of QED will receive 104,802,581 QED shares and 166,101,930 QED shares respectively. The issue of QED shares to the Related Parties is the subject of the Proposal considered in our Report.

The effect of the accepting the Proposal on the issued capital of QED has been set out below:

	Pre-Proposal	Pre-Proposal	Post-Proposal (Undiluted)	Post-Proposal (Undiluted)	Post-Proposal (Diluted)	Post-Proposal (Diluted)
		% of Total
	Number of	Shares	Number of	% of Total	Number of	% of Total
Shareholders	Shares	Issued	Shares	Shareholding	Shares	Shareholding
QED	268,047,537	100.0%	268,047,537	20.7%	268,047,537	18.3%
Related Parties
Paul Boyatzis	-	-	104,802,581	8.1%	104,802,581	7.1%
Gary Foster	-	-	166,101,930	12.8%	166,101,930	11.3%
Total Related Parties	-	-	270,904,511	20.9%	270,904,511	18.5%
TSI Other Shareholders	-	-	755,281,296	58.4%	755,281,296	51.5%
Total QED Shares (undiluted)	268,047,537	100.0%	1,294,233,344	100.0%	1,294,233,344	88.2%
TSI Convertible Noteholders	-	-			162,800,000	11.1%
TSI Optionholder	-	-			10,175,000	0.7%
Total QED Shares (diluted)					1,467,208,344	100.0%

Source: BDO Analysis

The NoM outlines that the approval to issue shares to TSI Other Shareholders as well as TSI Convertible Noteholders under Resolution 3, the Related Parties under Resolution 4 and TSI Optionholder under Resolution 5 cannot be completed individually without the approval of all other share issues expressed under Resolution 3, 4 and 5.

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5. Profile of QED Occtech Limited

QED is in the business of developing and investing in technologies as well as patents for commercialisation.

The Company requested for a suspension from market quotation on the ASX on 14 December 2009 pending the completion of a merger with TSI. Following the Company’s announcement of its intention to merge with TSI, QED announced that Paul Boyatzis, Gary Foster and Simon Cato were appointed to the Board of QED. Paul Boyatzis and Gary Foster are also directors of TSI. The existing directors of QED, Ian Middlemas, Doug Miller and Mark Pearce resigned from the Board as part of the proposed merger.

QED currently holds a 15.6% interest in TSI. The profile for TSI can be found under Section 6 of this Report. QED’s investment interest in TSI began in 2005 where the Company acquired a 35% interest in Transactions Solutions International Pty Ltd (“ TSI Pty Ltd ”) for $700,000.

On 21 February 2006, it was announced that TSI Pty Ltd was acquired by TSI, at which point TSI completed a capital raising of £5 million through UK institutional investors in return for an 18.5% interest of the expanded issued capital in TSI. As a result QED held 19.9% of TSI’s expanded issued capital.

A further capital raising was completed in November 2007 to UK based institutional shareholders. This resulted in 4,240,000 shares being issued at £0.625 each, to raise a total of £2.65 million (before costs). This reduced QED’s holding to 18.5% on an undiluted basis.

In August 2009, TSI raised a further £2.0 million from the issue of 8 million convertible notes at a price of £0.25 each. These convertible notes have a term of 24 months and can be converted into ordinary shares on a one for one basis at any time during that period. They will automatically convert to ordinary shares 24 months after the date of issue. The convertible notes carry a 3.5% per annum coupon rate, payable on conversion or maturity of the convertible notes by the issue of ordinary shares at £0.25 each.

On 1 April 2010, TSI raised approximately £750,000 from UK and European based institutional investors. This raising was completed through the issue of 3 million TSI ordinary shares at £0.25 each.

Based on the assumption that all the convertible notes are converted into ordinary shares, QED’s shareholding is 15.6% on a fully diluted basis.

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5.1 Historical Statement of Financial Position

	Reviewed	Audited
	31 December 2009	30 June 2009
QED	A$	A$
ASSETS
Current Assets
Cash assets	752,519	903,737
Other assets	11,365	13,092
Total Current Assets	763,884	916,829

Non-Current Assets
Other financial assets	3,140,000	2,900,000
Total Non-Current Assets	3,140,000	2,900,000
TOTAL ASSETS	3,903,884	3,816,829

LIABILITIES
Current Liabilities
Trade and other payables	57,232	62,325
Total Current Liabilities	57,232	62,325
Non-Current Liabilities
Deferred tax liabilities	74,036	46,392
Total Non-Current Liabilities	74,036	46,392
TOTAL LIABILITIES	131,268	108,717
NET ASSETS	3,772,616	3,708,112

EQUITY
Contributed equity	18,075,081	18,075,081
Reserves	2,872,186	2,704,186
Accumulated losses	(17,174,651)	(17,071,155)
TOTAL EQUITY	3,772,616	3,708,112

Source: QED 31 December 2009 Financial Statements

Based on the table above, QED’s net assets are approximately $3.8 million largely due to its large investment in TSI which is classified as “Other financial assets”. As at 31 December 2009, the carrying value of QED’s investment in TSI was $3.14 million.

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5.2 Historical Income Statements

	Reviewed	Reviewed
	31 December 2009	31 December 2008
QED	$	$
Revenue
Finance income	11,855	33,629
Total Revenue	11,855	33,629
Expenses
Depreciation and amortisation expenses	-	(2,779)
Corporate administration services	(90,240)	(85,000)
Employee expenses	(33,000)	(33,000)
Other expenses	(36,466)	(51,823)
Loss before income tax	(147,851)	(97,338)
Other comprehensive income
Gain/(loss) on available-for-sale financial assets taken
to equity	240,000	(6,100,000)
Income tax on other comprehensive income	(72,000)	1,830,000
Other comprehensive income/(loss) for the period	168,000	(4,270,000)
Loss attributable to members of the company	(103,496)	(4,367,338)
Total comprehensive income/(loss) attributable to
members of the company	64,504	(4,367,338)

Source: QED 31 December 2009 Financial Statements

QED does not have a history of reporting net profit from its business operations. As noted in the table above, the Company’s comprehensive income or loss for the period is largely driven by movements in the fair value of its investment in TSI.

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5.3 Capital Structure

The share structure of QED as at 31 May 2010 is outlined below:

	No. of Ordinary Shares
Total Ordinary Shares on Issue	268,047,537
Top 20 Shareholders	137,967,963
Top 20 Shareholders - % of shares on issue	51.1%

Source: QED Management

The range of shares held in QED as at 31 May 2010 is as follows:

	No. of Ordinary Shareholders No. of Ordinary Shares %Issued Capital
Range of Shares Held

1-1,000	15 3,492 0.0%

1,001-5,000	29 97,499 0.0%

5,001-10,000	60 133,872 0.1%

10,001-100,000	348 18,477,858 7.8%

100,001 – and over	270 249,334,819 93.0%

TOTAL	722 268,047,540 100.0%

Source: QED Management

The ordinary shares held by the most significant shareholders as at 31 May 2010 are detailed below:

		Percentage of Issued
Name	No. of Ordinary Shares Held	Shares (%)
Bretnam Custodians Pty Ltd	23,288,215	8.7%
Mr Douglas Henry Miller	14,250,000	5.3%
Westedge Investments Pty Ltd	12,680,000	4.7%
Pillage Investments Pty Ltd	11,750,000	4.9%
Total Top 4	61,986,215	23.1%
Others	206,079,322	76.9%
Total Ordinary Shares on Issue	268,047,537	100.0%

Source: QED Management

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6. Profile of Transactions Solutions International plc

6.1 History

TSI is a UK company incorporated in 2006 with two 100% controlled subsidiaries located in Australia and India respectively. The corporate structure of TSI is shown in the table below.

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----- Start of picture text -----

TSI UK plc (“ TSI UK ”)
(100%)
TSI Australia Pty Ltd
(“ TSI Australia ”)
(1%)
(99%) TSI India Pvt Ltd
(“ TSI India ”)
----- End of picture text -----

The key directors of TSI are Paul Boyatzis, Gary Foster, Anril Puri and Yew Seng Kwa. Paul Boyatzis and Gary Foster are also directors of QED. Currently, QED holds a 15.6% interest in TSI on a fully diluted basis which was acquired through a series of investment transactions which began in 2005. For a description of TSI’s capital raising history, refer to Section 4.

TSI commenced its core operation in India in 2006. Since then, the Company has employed 30 staff and has also established two offices and one warehouse in New Delhi.

TSI is in the business of providing electronic transaction services and has rapidly grown over the years in India. Since the deployment of the Company’s first ATM in India in late 2006, the Company has placed over 300 Automated Teller Machines (“ ATMs ”) with contracts in place to install a further 100 ATMs.

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The transaction volume from TSI machines has grown rapidly over the last few years as depicted in the chart below:

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----- Start of picture text -----

Transaction Volumes
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
-
Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 Q3 08 Q4 08 Q1 09 Q2 09 Q3 09 Q4 09 Q1 10
----- End of picture text -----

Source: TSI management

TSI’s growth in India was made possible through a joint venture arrangement with Securitrans India Pvt Ltd (“ Securitrans ”). Securitrans is part of the A.P. Securitas Pvt Ltd Group and is involved in providing cash management services such as currency sorting and managing the cash replenishment to over 4,250 ATMs, 22 banks and across 300 locations countrywide. Mr Anil Puri, a director and owner of Securitrans, is also a shareholder and a director of TSI.

TSI purchases its ATMs from NCR Corporation Inc and Wincor Nixdorf AG and also works closely with Accel Transmatic Ltd and Opus Soft Software Solution Corporations Inc to assist TSI in growing its Indian business.

TSI’s business model is built based on the establishment of a recurring revenue system generated through the deployment of ATMs and provision of electronic payment services. TSI owns, manages and operates its financial hardware and systems, in return for a fee per transaction. TSI has established agreements with major banks, utilities and corporate companies which form TSI’s customer base and from whom TSI receives its revenues.

TSI is a capital intensive business which requires the Company to deploy more ATMs in order to capture the growth in India’s banking sector demand for electronic payment services. TSI has successfully overcome barriers to entry in the sector, as reflected in its growth profile and the increasing demand for its ATM outsourced business. Through the establishment of the strong infrastructure and business platform over the last five years, TSI is set to increase the scale of its business through the continued deployment of ATM machines.

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6.2 Products & Services

TSI provide a range of products and services as set out below:

6.2.1 Automated Teller Machines

TSI work closely with banks to rollout bank branded ATM networks and assist banks to maintain ATM networks. This allows the banks to focus on core activities whilst providing banking customers with beneficial and convenient services.

6.2.2 Bill Payment Services

TSI provide bill payment services by supplying bill pay machines and on-line payment services. A bill pay machine is a “reverse ATM” in that its primary role is to accept payment in the form of cash, cheque or cards. It also allows users to disperse its value. The bill pay machines are designed with similar principles to those of an ATM.

6.2.3 Mobile and Fixed POS Service

TSI offer Point of Sale (“ POS ”) solutions through fixed or mobile devices operating through Global System for Mobile Communications (“ GSM ”) or General Packet Radio Service (“ GPRS ”) networks.

6.2.4 Card Services

TSI provides card services to assist and support institutions with customised product offerings, offers marketing expertise in scoping and sizing the opportunity as well as project management services for customised card programs.

TSI offers various types of prepaid card services such as:

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Multi-purpose card;
Gift card;
Travel card;
Payroll card; and
Insurance card.

6.2.5 Loyalty & Reward Programs.

TSI also assists clients with customised loyalty and reward programs used to retain existing customers, provide a competitive advantage over peers and attract new customers.

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6.3 Historical Statement of Financial Position

	Unaudited	Audited
	31 December 2009	31 March 2009
TSI	£	£
ASSETS
Current Assets
Cash and cash equivalents	3,331,712	2,787,546
Trade and other receivables	886,069	628,940
Total Current Assets	4,217,781	3,416,486
Non-Current Assets
Tangible Assets ¹	3,557,232	2,780,276
Total Non-Current Assets	3,557,232	2,780,276
TOTAL ASSETS	7,775,013	6,196,762
LIABILITIES
Trade and other payables	376,743	273,974
Deferred Tax Liabilities	28,662	29,025
Total Current Liabilities	405,405	302,999
TOTAL LIABILITIES	405,405	302,999
NET ASSETS	7,369,608	5,893,763
Equity
Share Capital	120,639,013	18,639,013
Other Reserves	(10,900,499)	(10,900,499)
Accumulated Losses	(2,368,906)	(1,844,751)
Total Equity	7,369,608	5,893,763

Source: TSI 31 December 2009 and 31 March 2009 Financial Statements

(1) Tangible assets represent TSI’s plant and equipment located in India.

The Consolidated Statement of Financial Position of TSI as at 31 December 2009 indicates a strong net asset position which is contributed by the high level of cash by TSI and fixed assets held by TSI’s subsidiary company in India.

We note that 8 million converting notes were issued at £0.25 each to raise £2 million during the period ended 31 December 2009.

Subsequent to 31 December 2009, TSI issued 3 million shares at £0.25 each on 31 March 2010 which resulted in an increase in cash and share capital by £750,000.

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6.4 Historical Income Statements

	Reviewed	Audited
	Nine months ended	Year ended
TSI	31 December 2009 £	31 March 2009 £
Revenue	1,438,697	957,900
Net operating expenses	(2,034,012)	(2,069,886)
Operating Losses	(595,315)	(1,111,986)

Interest received	73,563	145,938
Interest paid	(2,403)	(5,915)
Loss before income tax expense	(524,155)	(971,963)
Tax on loss on ordinary activities	-	3,728
Loss on Ordinary Activities after Taxation	(524,155)	(968,235)

Source: TSC 31 December 2009 Financial Statement

TSI’s revenue is generated through its ATM business operations in India. Although the Company’s revenue has grown over the last 9 months, the Company is still operating with an overall net loss. This is attributed to employee expenses and depreciation expenses.

6.5 Capital Structure

The share structure of TSI as at 31 May 2010 is outlined below:

	No. of Ordinary Shares
Total Ordinary Shares on Issue	69,196,052
Top 20 Shareholders	68,286,044
Top 20 Shareholders - % of shares on issue	98.7%

Source: TSI Management

The range of shares held in TSI as at 31 May 2010 is as follows:

	No. of Ordinary	No. of Ordinary	%Issued
Range of Shares Held	Shareholders	Shares	Capital
1-1,000	2	8	0.0%
1,001-5,000	-	-	0.0%
5,001-10,000	-	-	0.0%
10,001-100,000	2	50,000	0.2%
100,001 – and over	22	69,046,044	99.8%
TOTAL	26	69,196,052	100.0%

Source: TSI Management

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The ordinary shares held by the most significant shareholders as at 31 May 2010 are detailed below:

	No. of Ordinary	Percentage of
Name	Shares Held	Issued Shares (%)
QED Occtech	10,769,231	15.6%
Bretnall Custodians	8,162,253	11.8%
Utilico	8,000,000	11.6%
Anil Puri	6,593,407	9.5%
Total Top 4	32,118,297
Others	35,671,161	51.6%
Total Ordinary Shares on Issue	69,196,052	100.0%

Source: TSI Management

7. Industry Analysis

7.1 India Population and Economic Growth

India is the world’s second largest country by population and has an estimated population of 1.15 billion people which is increasing at an average of 21 million people per year. According to the CIA World Factbook, India is currently the fourth fastest growing country in the world with an estimated growth of 9.8% in 2010.

Since the early 1990s, continuing economic liberalisation, including reduced controls on foreign trade and investment, has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. This led to an increase in average household income and a reduction in the country’s poverty line. Over the years, the country saw a vast amount of urbanization and facilitated the development of an urban middle class with higher disposable income.

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----- Start of picture text -----

India Economic Indicator
1,200 12.00
1,000 10.00
800 8.00
600 6.00
400 4.00
200 2.00
0 0.00
2005 2006 2007 2008 2009 2010
GDP per capita Real GDP Growth
%
US$ bn
----- End of picture text -----

Source: Australian Department of Foreign Affairs and Trade (“ DFAT ”)

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The graph above shows the growth in India’s Real Gross Domestic Product (“ GDP ”) and GDP per capita over the last 6 years. India’s Real GDP growth experienced a slowdown early in 2008 which is followed by the global financial crisis in 2009. Although India’s annual Real GDP growth slowed down to 5.7% in 2009, this was still considered the second highest growth in the world among major economies. India’s economy resumed its economic growth trend in 2010 as the country escaped the global financial crisis through cautious banking policies and the country’s relatively low reliance on international exports to fuel Real GDP growth. GDP per capita have remained a steady growth rate over the last six years.

In the long term, a growing population and change in the country’s demographics is expected to propel India among the leading economies.

7.2 ATM Market

In the past, ATMs in India were a novelty created by Indian bank branches to expand its customer base and reach new customers. With the aggressive entry of private sector banks and growth in disposal income of India’s middle class citizens, India is now experiencing a rapid growth in the ATM market. India’s ATM market is immature in the breadth and availability of services that if offers in comparison to other nations. According to the Global ATM Market & Forecasts 2013 report published by Retail Banking Research, India ranks low in the number of ATM per million people as compared to other neighboring countries. Currently, India has 33 ATMs per million people, whilst China has 98 ATMs per million people, Singapore has 419 ATMs per million people and South Korea has 1,600 ATMs per million people.

A number of leading banks has suggested the need to increase the Indian bank ATM network from the current estimate of approximately 43,000 ATMs to 200,000 ATMs in India over the next 3 years.

The chart below shows the growth in the India’s ATM industry growth measured by the number of new ATM established in the country.

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----- Start of picture text -----

India ATM Growth
50,000
45,000
40,000
35,000
30,000
25,000
20,000
15,000
10,000
5,000
-
2002 2003 2004 2005 2006 2007 2008 2009
No. of ATMs
----- End of picture text -----

Source: TSI Management

The Reserve Bank of India (“ RBI ”) and India’s banks are coordinating their resources to help improve the availability of electronic banking facilities for a large segment of India’s population which are currently under served. Banks in India are increasingly migrating towards a self-service model to achieve cost

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savings and convenience to its customers. It is cheaper for banks to offer withdrawal services through ATMs over bank teller withdrawals.

The major players in the Indian ATM market are NCR Corporation Inc, Diebold Corporation Inc and Wincor Nixdorf AG. Each these companies have secured long term contracts with India’s biggest banks to supply and manage new ATMs established throughout the nation.

With the growth in India’s population wealth, there is a substantial opportunity for growth in the ATM market.

8. Valuation Approach Adopted

There are a number of methodologies which can be used to value a business or the shares in a company. The principal methodologies which can be used are as follows:

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Net Tangible Assets on a going concern basis (“ NTA ”);
Quoted Market Price Basis (“ QMP ”);
Capitalisation of future maintainable earnings (“ FME ”); and
Discounted Cash Flow (“ DCF ”).

A summary of each of these methodologies is outlined in Appendix 2.

Different methodologies are appropriate in valuing particular companies, based on the individual circumstances of that company and available information.

8.1 Valuation of QED shares before and after the Proposal

In our assessment of the value of QED shares we have chosen to employ the NTA methodology as it is the most appropriate method for valuing a business that is currently operating at a net loss.

We have not considered the QMP methodology as QED shares have been suspended from official quotation on the ASX since 2 December 2009 pending the completion of the TSI business acquisition. Suspended shares are considered illiquid and hence do not reflect the fair market value of QED shares.

The FME and DCF methodologies are also not considered as these approaches require the Company to have a history of steady business profitability or reliable business performance forecasts.

We have valued QED’s investment in TSI based on the following chosen methodologies:

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NTA methodology; and
Historical Transaction methodology.

We have chosen the NTA methodology as the majority of TSI’s assets are the cash held as well as property, plant and equipment relating to its ATM machines. In addition, we note that TSI does not have a history of profits. The NTA methodology will provide an indication of TSI’s minimum value. An issue with the NTA methodology is that it does not assign any value to the intangible assets held in the Company and therefore does not give a full reflection of the value of the Company.

Another valuation methodology that we have adopted is the Historical Transaction methodology which entails valuing TSI based on previous capital raisings by the Company. The capital raisings were undertaken through institutional investors at arms length. The most recent capital raising performed by TSI was in April 2010, where TSI raised £750,000 from the issue of 3 million shares at a price of £0.25 each.

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9. Valuation of QED prior to the Proposal

9.1 Net Tangible Asset Valuation of QED

The value of QED assets on a going concern basis is reflected in our valuation below:

		Reviewed
		31 December	Low	High
	Section	2009 A$	Valuation A$	Valuation A$
ASSETS
Current Assets
Cash and cash equivalents	9.1.1	752,519	1,100,000	1,100,000
Other assets		11,365	11,365	11,365
Total Current Assets		763,884	1,111,365	1,111,365

Non-Current Assets
Other financial assets	9.1.2	3,140,000	2,236,872	4,585,539
Total Non-Current Assets		3,140,000	2,236,872	4,585,539
TOTAL ASSETS		3,903,884	3,348,237	5,696,904

LIABILITIES
Current Liabilities
Trade and other payables		57,232	57,232	57,232
Total Current Liabilities		57,232	57,232	57,232

Non-Current Liabilities
Deferred tax liabilities		74,036	74,036	74,036
Total Non-Current Liabilities		74,036	74,036	74,036
TOTAL LIABILITIES		131,268	131,268	131,268
NET ASSETS		3,772,616	3,216,969	5,565,636
Shares on issue			268,047,537	268,047,537
Net asset value per QED share			0.012	0.021

Source: BDO Analysis

The net tangible asset valuation above incorporates our adjustment to the value of QED’s interest in TSI prior to the Proposal. This is explained further below.

Based on the table above the net asset value of a QED share is between $0.012 and $0.021.

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9.1.1 Cash and cash equivalents

Based on the table above, cash and cash equivalents is a key asset of QED. This balance has been confirmed against the Company’s bank statements as at 31 December 2009. A review of QED’s bank statements as at 31 March 2010 indicates that the current cash balance is approximately $1,100,000. The increase is mostly the result of the exercise of options. As such, we consider a cash balance of $1,100,000 reasonable considering that QED has not reported any significant change in business activity since 31 December 2009.

9.1.2 Other financial assets

The other financial assets are represented by QED’s investment in TSI. As described in Section 8.1, we have chosen to value TSI using the NTA and Historical Transaction methodology.

9.1.2.1 Net Tangible Asset Valuation of TSI

Our valuation of TSI using the NTA methodology is set out in the table below:

	Adjusted Unaudited 31-Dec-09 A$
TSI Section

ASSETS

Current Assets

Cash and cash equivalents a	4,168,092

Trade and other receivables b	1,309,617

Total Current Assets	5,477,709



Non-Current Assets

Property, plant and equipment c	8,272,905

Other financial assets d	1,339,680

Total Non Current Assets	9,612,585

TOTAL ASSETS	15,090,294



LIABILITIES

Current Liabilities

Trade and other payables	663,398

Total Current Liabilities	663,398



Non Current Liabilities

Deferred tax liability	51,109

Total Non Current Liabilities	51,109

TOTAL LIABILITIES	714,507

NET ASSETS	14,375,787

Value of QED’s 15.56% interest in TSI prior to the Proposal	$ 2,236,872

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We were provided with the Consolidated Statement of Financial Position of TSI which is constructed based on the combination of the unaudited financial positions of TSI UK, TSI Australia and TSI India after adjusting for intercompany transactions and consolidation adjustments. The financial positions of TSI UK and TSI India which are denominated in British pound and Indian rupee respectively are translated into Australian dollars based on appropriate foreign exchange rates at the time.

a Cash and cash equivalents

TSI’s cash and cash equivalent balance is mainly derived from TSI UK and TSI India. We have reviewed the current reasonableness of the reported cash balance for the TSI UK, TSI Australia and TSI India by reviewing the current bank statements of TSI. Cash and cash equivalent has also been adjusted to reflect an insititutional capital raising of £750,000 conducted through the issue of 3 million TSI ordinary shares at £0.25 each on 1 April 2010. The value of the capital raising after adjusting for foreign exchange translation of A$1.64606/£ as at 1 May 2010 is $1,234,545.

b Trade and other receivables

TSI’s trade and other receivables are mainly derived from the loan and advances as well as other debtors recognised under TSI India. We have compared this balance to the current trade and other receivables included in the management accounts on TSI. We consider that the value of trade and other receivables is reasonable.

c Property, plant and equipment

The reported tangible assets balance consists of the plant and equipment held through TSI India. As part of our reasonableness review, we have reconciled the tangible asset balance against TSI India’s fixed asset register and compared this to our understanding of purchases made in the last six months when compared to the audited balance at 31 May 2010. We consider that the value of tangible assets is reasonable.

d Other financial assets

TSI’s other financial assets represent long term security deposits held through TSI India.

9.1.2.2 Historical Transaction Valuation of TSI

On 6 April 2010, TSI raised £750,000 from the issue of 3 million ordinary shares at a price of £0.25 each. These shares were acquired by investors and were transacted at arms length. As such, this provides an indication of the value a willing buyer has placed on the shares of TSI.

We have translated the price of each TSI share into Australian dollars using an exchange rate of A$1.70334/£ as at 31 May 2010.

Our valuation of QED’s investment in TSI under the Historical Transaction approach is set out in the table below:

	Unaudited
	31 December 2009
	$
QED’s shareholding in TSI (No. of shares)	10,769,231
Price of one TSI share (£)	0.25
Price of one TSI share ($A)	0.4258
Value of QED’s shareholding ($A)	4,585,539

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9.1.2.3 Assessment of QED’s shareholding in TSI

Based on the analysis performed in Section 9.1.2.1 and 9.1.2.2, the value of QED’s shareholding in TSI under the NTA and Historical Transaction methodology is summarised in the table below:

	Low	High
	A$	A$
Value of QED interest in TSI	2,236,872	4,585,539

9.2 Assessment of QED Value

Based on the analysis performed under Section 9.1, the value of QED under the NTA methodology is summarised in the table below:

	Low	High
	A$	A$
Value of a QED share Pre-Proposal ($ per share)	0.012	0.021

Our assessment is that a range of values for a QED share prior to the Proposal is between $0.012 and $0.021.

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10. Valuation of QED following the Proposal

10.1 Net Tangible Asset Valuation of QED

The net tangible asset value of QED following the Proposal is reflected in our valuation below. As QED will hold 100% of TSI, we have consolidated the financial statements rather than include a single investment amount as was performed in Section 9.

Consolidated Section		Adjusted TSI 31-Dec-09 $ Consolidated QED & TSI 31-Dec-09 $
	QED Adjusted 31-Dec-09 $

ASSETS
Current Assets
Cash assets	1,100,000	4,168,092 5,268,092
Trade and other receivables	11,365	1,309,617 1,320,982

Total Current Assets	1,111,365	5,477,709 6,589,074



Non-Current Assets

Property, plant and equipment	-	8,272,905 8,272,905
Other financial assets	2,236,872	1,339,680 1,339,680
Deferred income tax asset	-	- 604,364

Total Non-Current Assets	2,236,872	9,612,585 10,216,949

TOTAL ASSETS	3,348,237	15,090,294 16,806,023


LIABILITIES
Current Liabilities
Trade and other payables	57,232	663,398 720,630

Total Current Liabilities	57,232	663,398 720,630


Non-Current Liabilities
Deferred tax liabilities	74,036	51,109 -

Total Non-Current Liabilities	74,036	51,109 -

TOTAL LIABILITIES	131,268	714,507 720,630

NET ASSETS	3,216,969	14,375,787 16,085,393



Shares on issue 10.1.1		1,457,033,344

Net assets value per share ($)		$ 0.011

Source: BDO Analysis

(1) The Consolidated Statement of Financial Position of TSI was translated to Australian dollars to reflect the translated position as at 31 December 2009.

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The table above reflects the Consolidated Statement of Financial Position of QED and TSI following the Proposal. The Consolidated Statement of Financial Position of QED following the Proposal indicates a net asset position that is significantly stronger than QED’s net asset position prior to the Proposal. This is due to the acquisition of TSI’s large cash balance as well as the high value of TSI’s plant and equipment located in India.

10.1.1 Shares on issue

The table below shows the total number of shares that will be held by each party following the Proposal:

	No. of Ordinary Shares
QED	268,047,537
Other TSI shareholders	755,281,296
TSI Related Parties	270,904,511
TSI Convertible noteholders	162,800,000
Total	1,457,033,344

10.2 Historical Transaction Valuation of QED

Under the Historical Transaction methodology, we have valued QED based on the fair value of TSI and the net asset position of QED excluding its 15.6% investment interest in TSI prior to the Proposal.

The table below shows the calculation of QED following the Proposal under the Historical Transaction methodology:

	Section	A$
Price for each TSI share	10.2.1	$0.4528
Number of TSI sharesprior to the Proposal	10.2.2	69,196,052
Equity value of TSI		31,331,972
QED net assets(excludinginvestment in TSI)	10.2.3	632,616
Value of QED Post Proposal		31,964,588
Number of QED shares following the Proposal	10.1.1	1,457,033,344
Value of each QED share following the Proposal		$ 0.022

Based on the Historical Transaction methodology, the value of a QED share following the Proposal is $0.022.

10.2.1 Price of TSI shares

The value of TSI shares is calculated based on the Historical Transaction methodology performed under Section 9.1.2.2.

10.2.2 Number of TSI shares

The number of TSI shares is based on the number of shares issued prior to the Proposal as outlined in section 6.5.

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10.2.3 QED net assets

We have included the value of QED’s net assets as determined in section 9.1 excluding the value of QED’s shareholding interest in TSI prior to the Proposal.

10.3 Assessment of QED Value

Based on the analysis performed in Section 10.1 and 10.2, the value of QED under the NTA methodology and Historical Transaction methodology is summarised in the table below:

		Historical
	NTA	Transaction
	Methodology	Methodology
	Low	High
	A$	A$
Value of a QED share following the Proposal ($ per share)	0.011	0.022

Our assessment is that a range of values for a QED share following the Proposal under the NTA and Historical Transaction methodology is between $0.011 and $0.022.

11. Is the Proposal fair?

The value of a QED share prior to the Proposal and the value of a QED share following the Proposal are compared below:

		Low	High
	Section	A$	A$
Value of a QED share Pre-Proposal	9.2	0.012	0.021
Value of a QED share Post-Proposal	10.3	0.011	0.022

As the value of a QED share following the Proposal is in the range of the value of a QED share prior to the Proposal, we consider the Proposal to be fair. In particular, we prefer the high values included in the table above as these values incorporate recent capital raisings performed by TSI.

12. Is the Proposal reasonable?

12.1 Alternative Proposal

We are unaware of any alternative proposal that might offer the non-associated Shareholders of QED a premium over the value ascribed to that resulting from the Proposal.

12.2 Advantages of Approving the Proposal

We have considered the following advantages when assessing whether the Proposal is reasonable.

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Advantage	Description
The Proposal is fair	RG 111 states that an offer is reasonable if it is fair. In Section 11 we
	found that the Proposal is fair.
Increased exposure to India’s	QED will increase its exposure to the rapidly growing ATM industry in
growing economy and banking	India through its increased holding in TSI. This could potentially
industry	increase the Company’s profitability and improve shareholder returns.
Relisting on ASX	Subsequent to the announcement of this Proposal and shareholder
	approval, QED can recommence trading on the ASX. This will improve
	the liquidity of QED shares and Shareholders will once again be able to
	buy and sell QED shares on the ASX.
QED will control the operations of	The Proposal will provide QED with full control over the TSI’s
TSI	operations. This means that QED will have control over the future
	strategic direction of the TSI’s operations in India.
Stronger balance sheet	QED will benefit from TSI’s strong net asset position which may improve
	QED’s ability to raise capital in the future.
Recurring revenue stream	QED will have a recurring revenue stream from the deployment of ATMs
	and provisions of electronic payments services in India. This means that
	QED will not be reliant on dividends to be paid by STI.

12.3 Disadvantages of Approving the Proposal

If the Proposal is approved, in our opinion, the potential disadvantages to Shareholders include those listed in the table below:

Disadvantage	Description
Dilution of Shareholders’ Interests	QED shareholders currently own 100% of the Company. If the Proposal
	becomes effective, existing QED shareholders will hold approximately
	18% of the Company while current TSI shareholders will hold
	approximately 81% of the Company’s shares.
Capital intensive activities	TSI is a capital intensive business which will require additional funding
requiring funding	in order to deploy more ATMs in order to capture the growth in India’s
	banking sector.

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13. Conclusion

We have considered the terms of the Proposal as outlined in the body of this report and have concluded that the Proposal is fair and reasonable to the Shareholders of QED.

14. Sources of Information

This report has been based on the following information:

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Draft Notice of Meeting and Explanatory Statement on or about the date of this report;
Audited financial statements of QED for the years ended 30 June 2008 and 30 June 2009;
Reviewed financial statements of QED for the half year ended 31 December 2009;
Audited financial statements of TSI for the year ended 31 March 2009;
QED and TSI shareholding report;
Unaudited management accounts of TSI for the period ended 31 December 2009 and 31 March 2010;
Share registry information;
Information in the public domain; and
Discussions with Directors and Management of QED.

15. Independence

BDO Corporate Finance (WA) Pty Ltd is entitled to receive a fee of $25,000 (excluding GST and reimbursement of out of pocket expenses). Except for this fee, BDO Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Corporate Finance (WA) Pty Ltd has been indemnified by QED in respect of any claim arising from BDO Corporate Finance (WA) Pty Ltd's reliance on information provided by the QED, including the non provision of material information, in relation to the preparation of this report.

Prior to accepting this engagement BDO Corporate Finance (WA) Pty Ltd has considered its independence with respect to QED and QED and any of their respective associates with reference to ASIC Regulatory Guide 112 “Independence of Experts”. In BDO Corporate Finance (WA) Pty Ltd’s opinion it is independence of QED and QED and their respective associates.

A draft of this report was provided to QED and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

BDO is the brand name for the BDO International network and for each of the BDO Member firms.

BDO (Australia) Ltd, an Australian company limited by guarantee, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of Independent Member Firms. BDO in Australia, is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International).

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16. Qualifications

BDO Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Adam Myers of BDO Corporate Finance (WA) Pty Ltd. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia and were supported by other BDO staff.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales and a Member of the Institute of Chartered Accountants in Australia. He has over twenty years experience working in the audit and corporate finance fields with BDO and its predecessor firms in London and Perth. He has been responsible for over 120 public company independent expert’s reports under the Corporations Act or ASX Listing Rules. These experts’ reports cover a wide range of industries in Australia.

Adam Myers is a member of the Australian Institute of Chartered Accountants. Adam’s career spans 11 years in the Audit and Assurance and Corporate Finance areas.

17. Disclaimers and Consents

This report has been prepared at the request of QED for inclusion in the Explanatory Memorandum which will be sent to all QED Shareholders. QED engaged BDO Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider the proposed offer to issue QED shares in exchange for all the shares in TSI.

BDO Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Explanatory Memorandum. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Corporate Finance (WA) Pty Ltd.

BDO Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Explanatory Memorandum other than this report.

BDO Corporate Finance (WA) Pty Ltd has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit or review of QED or TSI in accordance with standards issued by the Auditing and Assurance Standards Board. However, we have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of BDO Corporate Finance (WA) Pty Ltd acting as an independent expert to perform any due diligence procedures on behalf of the Company. The Directors of the Company are responsible for conducting appropriate due diligence in relation to TSI. BDO Corporate Finance (WA) Pty Ltd provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process.

The opinion of BDO Corporate Finance (WA) Pty Ltd is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time.

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With respect to taxation implications it is recommended that individual Shareholders obtain their own taxation advice, in respect of the Proposal, tailored to their own particular circumstances. Furthermore, the advice provided in this report does not constitute legal or taxation advice to the Shareholders of QED, or any other party.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that BDO Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours faithfully

BDO CORPORATE FINANCE (WA) PTY LTD

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Sherif Andrawes

Director

Adam Myers

Associate Director Authorised Representative

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A endix 1 – Glossar of Terms pp y

Reference	Definition
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
ATMs	Automated Teller Machines
BDO	BDO Corporate Finance (WA) Pty Ltd
DCF	Discounted Future Cash Flows
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
DFAT	Australian Department of Foreign Affairs and Trade
FMD	Future Maintainable Dividends
FME	Future Maintainable Earnings
GDP	Gross Domestic Product
GPRS	General Packet Radio Service
GSM	Global System for Mobile Communications
NoM	Notice of Meeting
NTA	Net Tangible Assets
Our Report	This Independent Expert’s Report prepared by BDO
POS	Point of Sale
QED	QED Occtech Ltd
RBI	Reserve Bank of India
RG 111	ASIC Regulatory Guide 111 “Content of Expert’s Reports”
RG 112	ASIC Regulatory Guide 112 “Independence of Experts”
ROC	Return of Capital
Securitrans	Securitrans India Pvt Ltd
Shareholders	Shareholders of QED not associated with the Proposal
The Act	The Corporations Act
The Company	QED Occtech Ltd
The Proposal	The proposal to issue up to 20.35 QED shares in exchange for one TSI share.
TSI	Transactions Solutions International plc
VWAP	Volume Weighted Average Price

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A endix 2 – Valuation Methodolo ies pp g

Methodologies commonly used for valuing assets and businesses are as follows:

1 Net tangible asset value on a going concern basis (“NTA”) Asset based methods estimate the market value of an entity’s securities based on the realisable value of its identifiable net assets. Asset based methods include:

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Orderly realisation of assets method
Liquidation of assets method
Net assets on a going concern method

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimates the market values of the net assets of an entity but does not take into account any realisation costs.

Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity’s valuation.

Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.

These asset based methods ignore the possibility that the entity’s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when entities are not profitable, a significant proportion of the entity’s assets are liquid or for asset holding companies.

2 Quoted Market Price Basis

A valuation approach that can be used in conjunction with (or as a replacement for) other valuation methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a “deep” market in that security.

3 Capitalisation of future maintainable earnings (“FME”) This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.

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The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.

The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax (“ EBIT ”) or earnings before interest, tax, depreciation and amortisation (“ EBITDA ”). The capitalisation rate or "earnings multiple" is adjusted to reflect which base is being used for FME.

4 Discounted future cash flows (“DCF”)

The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.

A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.

DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start up phase, or experience irregular cash flows.

Schedule 6 – Terms and Conditions of Options

The following terms and conditions apply to each of the Options:

1. Entitlement

The Options entitle the holder to subscribe for one Share upon exercise of each Option.

2. Exercise Price and Expiry Date

The Options have an exercise price of $0.045 Exercise Price ) and an expiry date of 30 November 2011 in respect of 50% of the Options and 30 November 2012 in respect of the remaining 50% of the Options ( Expiry Dates ).

3. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Dates.

4. Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then existing Shares of the Company.

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

7. Timing of issue of Shares

Within 15 Business Days after the later of the following:

(a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised by the Company if the Company is not in possession of excluded information (as defined in section 708A(7) of the Corporations Act); and
(b) the date the Company ceases to be in possession of excluded information in respect to the Company (if any) following the receipt of the Notice of Exercise and payment of the Exercise Price for each Option being exercised by the Company,

the Company will:

(c) allot and issue the Shares pursuant to the exercise of the Options;
(d) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; and
(e) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

QED Occtech Limited - Notice of General Meeting

8. 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. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

9. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

10. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = O - E[P-(S+D)]

N+1

O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Quotation of Options

Application will not be made for the official quotation on ASX of the Options.

13. Options transferable

The Options will be transferrable.

14. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry.

QED Occtech Notice of General Meeting

Schedule 7 – Terms and Conditions of Converting Notes

Description	Converting Notes in the Company automatically converting into new fully paid ordinary shares at the converting date
Coupon	3.5% pa. The coupon rate is payable by the issue of ordinary shares in the Company on the conversion or the maturity date of the Converting Note at $0.0225 per ordinary share
Term	Expire on 14 August 2010
Issue Size	£2,000,000 (consideration paid for issue of 8,000,000 convertible notes issued by TSI)
Face Value	$0.0225
Number of Converting Notes	162,800,000
Converting Date	The Converting Notes will automatically convert on 14 August 2011 if not converted at an earlier date
Redemption	Converting Notes cannot be redeemed for cash
Converting Note Certificate	Noteholder shall be issued a Converting Note certificate in customary form
Transfer or Assignment	Converting Notes are not transferrable or assignable
Official Quotation	The Company will not apply to ASX for official quotation of the Converting Notes
Shareholder Approval	The issue of the Converting Notes is subject to the Company receiving Shareholder approval

QED Occtech Limited - Notice of General Meeting

QED OCCTECH LIMITED ACN 98 057 335 672

PROXY FORM

The Company Secretary QED Occtech Limited

By delivery: By post: By facsimile: 6 Ord Street 6 Ord Street +61 8 9321 8448 WEST PERTH WA 6005 WEST PERTH WA 6005 I/We[1] ________________

of ______________

being a Shareholder/Shareholders of the Company and entitled to ___________

votes in the Company, hereby appoint[2 ] ______________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth on 19 August 2010 at 10.00am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Instructions as to Voting on Resolution

Instructions as to Voting on Resolutions

If the chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 1, 2, 3, 4, 5, and 7 please tick this box. By marking this box you acknowledge that the chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1, 2, 3, 4, 5 and 7 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the Meeting will not cast your votes on Resolutions 1, 2, 3, 4, 5 and 7 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions 1,2, 3, 4, 5 and 7.

The chairman of the Meeting intends to vote undirected proxies in favour of the Resolutions.

The proxy is to vote on the Resolutions referred to in the Notice as follows:

Resolution	1	Change to Scale of Activities
Resolution	2	Approve TSI Acquisition
Resolution	3	Issue of Shares to TSI Vendors
Resolution	4	Issue of Shares to Participating Directors
Resolution	5	Issue of Options to Proposed Director
Resolution	6	Change Company name to Transaction Solutions
		International Limited
Resolution	7	Re-election of Mr Paul Boyatzis
Resolution	8	Re-election of Mr Gary Foster
Resolution	9	Re-election of Mr Simon Cato
Resolution	10	Election of Mr Yew Seng Kwa
Resolution	11	Authorisation of Directors Fees
Resolution	12	Section 195 Approval

ED Occtech Notice of General Meeting

Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary ____ ____ _____ Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder 2 Insert name and address of proxy Omit if not applicable Proxy Notes:*

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (6 Ord Street, West Perth, WA, 6005 or Facsimile (08) 9321 8448 if faxed from within Australia or +618 9321 8448 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).

QED Occtech Limited - Notice of General Meeting

AI assistant

FINDI LIMITED — AGM Information 2010

64934_rns_2010-07-15_d03f9b64-e580-4cf4-b6e2-7a1203ce7e6b.pdf

NOTICE OF GENERAL MEETING

QED OCCTECH LIMITED

A B N 9 8 0 5 7 3 3 5 6 7 2

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Change to Scale of Activities

Voting Exclusion

2. Resolution 2 – Approve TSI Acquisition

Voting Exclusion

3. Resolution 3 – Issue of Securities to TSI Vendors

Voting Exclusion

4. Resolution 4 – Issue of Shares to Participating Directors

Voting Exclusion

5. Resolution 5 – Issue of Options to Proposed Director

Voting Exclusion

6. Resolution 6 – Change of Company Name

7. Resolution 7 – Re-election of Director – Mr Paul Boyatzis

8. Resolution 8 – Re-election of Director – Mr Gary Foster

9. Resolution 9 – Re-election of Director – Mr Simon Cato

10. Resolution 10 – Election of Director – Mr Yew Seng Kwa

11. Resolution 11 – Authorisation of Directors Fees

12. Resolution 12 – Section 195 Approval

BY ORDER OF THE BOARD

QED OCCTECH LIMITED

A B N 9 8 0 5 7 3 3 5 6 7 2

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

3. Summary of Transaction

3.1 Overview of TSI Acquisition

3.2 TSI Securities

3.3 Consideration, conversion ratio and Consideration Calculation

3.4 Risks associated with the TSI Acquisition

4. TSI

4.1 Highlights of the TSI business

ACTUAL QUARTERLY TRANSACTION VOLUME GROWTH FROM TSI MACHINES

4.2 Overview of TSI

4.3 Current size of TSI

4.4 Market for TSI's Business in India

(a) Population

(b) Economic Growth

(c) The ATM market in India – Compelling market fundamentals

INDIAN ATM GROWTH

4.5 Platform for Business Growth in India

(c) Offices in India

(d) Business Growth

(e) Comparative activity levels in other countries

5. Resolution 1 – Approve Change to Scale of Activities

5.1 Background

5.2 Listing Rule 11.1 Requirements

6. Resolution 2 – Approve TSI Acquisition

6.1 Background

6.2 Listing Rule 10.1 Requirements

7. Resolution 3 – Approve Issue of securities to TSI Vendors

7.1 Background

7.2 Specific Information Required by ASX Listing Rule 7.3

8. Resolution 4 – Approve Issue of Shares to Participating Directors

8.1 Background

8.2 Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act

9. Resolution 5 – Approve Issue of Options to Proposed Director

9.1 Background

9.2 Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act

10. Resolution 6 – Change of Company Name

11. Resolution 7 – Re-Election of Director – Mr Paul Boyatzis

12. Resolution 8 – Re-Election of Director – Mr Gary Foster

13. Resolution 9 – Re-Election of Director – Mr Simon Cato

14. Resolution 10 – Election of Director – Mr Yew Seng Kwa

15. Resolution 11 – Authorisation of Directors Fees

16. Resolution 12 – Section 195 Approval

17. Action to be Taken by Shareholders

18. Definitions

Schedule 1 – Pro-Forma Balance Sheet

Schedule 2 – Capital Structure

Schedule 3 – TSI Securities

1. Consideration Securities

2.

TSI Vendors and Participating Directors

FINDI LIMITED AGM Information 2010