ORCODA LIMITED — AGM Information 2007

Oct 29, 2007

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ACN 009 065 650

NOTICE OF ANNUAL GENERAL MEETING

Take notice that the 2007 Annual General Meeting of SmartTrans Holdings Ltd (the "Company") will be held in Room 17 on the 9[th] Floor, 428 George Street, Sydney, on Monday 26[th] November 2007 at 11.00 am (EDST).

AGENDA

ORDINARY BUSINESS

1. Resolution 1: Financial Statements and Reports:

To receive and adopt the Financial Statements for the year ended 30 June 2007 and the related Directors' Report and Statement and Audit Report.

2. Resolution 2: Remuneration report:

Note : This Resolution 2 is an advisory resolution only. Under section 250R(2) of the Corporations Act, a resolution that the remuneration report be adopted must be put to the vote. This item is included for advisory purposes only and any vote taken at the meeting does not bind the Directors or the Company.

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

That the remuneration report for the year ended 30 June 2007 as set out in the Company's Directors' Report for the year ended 30 June 2007 (within the Company's Annual Report 2007) be adopted.

3. Resolution 3: To Re-Elect Director:

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

To re-elect Andrew D Forsyth, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election as a Director of the Company .

4. Resolution 4: Remuneration of Directors:

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

That the remuneration of non-executive Directors remains at a maximum aggregate of $80,000 per annum to be divided amongst current and any additional non-executive Directors in such proportions as may be approved by the Board .

SPECIAL BUSINESS

5. Resolution 5: Ratification of Share Placement (a maximum of 83,000,000 fully paid ordinary shares):

Note : This Resolution 5 will only be put to the meeting for decision if a placement of a maximum of 83,000,000 shares to China Alarm Holdings Limited has already been made at the time of the meeting.

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

For the purpose of ASX Listing Rules 7.4 and for all other purposes, the issue of a maximum of 83,000,000 fully paid ordinary shares to China Alarm Holdings Limited at 3.8 cents each is approved and ratified.

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Voting Exclusion : The Company will disregard any votes cast on Resolution 5 by China Alarm Holdings Limited ("CAHL") being the person who is to participate in the issue and any associate of CAHL. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Resolution 6: Approval for Share Placement (a maximum of 83,000,000 fully paid ordinary shares):

Note : This Resolution 6 will only be put to the meeting for decision if a placement of a maximum of 83,000,000 shares to China Alarm Holdings Limited has not been made at the time of the meeting.

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

For the purpose of ASX Listing Rule 7.1 and for all other purposes, the issue of a maximum of 83,000,000 fully paid ordinary shares to China Alarm Holdings Limited at 3.8 cents each is approved.

Voting Exclusion : The Company will disregard any votes cast on Resolution 6 by CAHL being the person who is to participate in the issue and any associate of CAHL. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Resolution 7: Approval for Share Issue (4,800,000 fully paid ordinary shares)

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

For the purpose of ASX Listing Rule 7.1 and for all other purposes, the issue of 4,800,000 fully paid ordinary shares to New Wave Enterprises Limited at 6.0 cents each is approved.

Voting Exclusion : The Company will disregard any votes cast on Resolution 7 by New Wave Enterprises Limited ("NWEL") being the person who is to participate in the issue and any associate of NWEL. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. Other Business

Any other business brought before the meeting in accordance with the Constitution of the Company.

BY ORDER OF THE BOARD

JOHN W MILLARD Company Secretary

23 October 2007

Please note: Shareholders can access SmartTrans Holdings Limited Annual Report 2007 on the Company's website: www.smarttrans.com.au/page.asp?departmentID=646

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Explanatory Memorandum

On 6 September 2007 the Company accepted a conditional offer from China Alarm Holdings Limited ("CAHL") to subscribe for a placement of a maximum of 15% of the Company's existing capital at 3.8 cents per share. The Company also agreed with New Wave Enterprises Limited ("NWEL") that it would pay a fee of approximately $290,000 to NWEL as consideration for services rendered by it including the facilitation of the placement to CAHL and identification of potential markets for the Company's products in China (such fee only becoming payable if the placement to CAHL is made). NWEL has agreed that if the fee becomes payable by the Company, then NWEL will apply the full amount of the fee to the subscription for new shares in the Company and the Company has agreed to issue such shares at 6.0 cents each (being the prevailing market price of the Company's shares on ASX as at the date of this notice of meeting). If the placement to CAHL is made and the fee becomes payable to NWEL and Resolution 7 is approved by members, the total share issue to NWEL would be 4,800,000 shares.

At the date of this notice, CAHL had not notified the Company whether or not it intends to take the placement. CAHL is expected to provide such notice within the next few weeks.

CAHL, through its operating entity Beijing Alarm Networks, has informed the Company that it is the largest provider of security monitoring systems and services in China and has an infrastructure security network interconnecting major cities across China and provides security services for government facilities, financial institutions, commercial centres, small communities, public and private transportation and special events.

The Company has signed a Licence Agreement with CAHL and is in the process of developing a new generation of its intelligent transport systems, software and services for domestic logistics and transport security requirements in China. Your directors believe that a significant shareholding by CAHL in the Company would provide an even greater incentive for CAHL to promote the Company's products to its extensive customer base in China and elsewhere.

Depending on the outcome of the decision by CAHL the Chairman will put either Resolution 5 or Resolution 6 to members for decision at the meeting. This will allow members to either vote on the ratification of the issue of a maximum of 83,000,000 shares to CAHL (on the basis that the issue has occurred prior to the meeting) or to approve the issue of those shares in the future.

Placement to China Alarm Holdings Limited

Resolution 5 – Ratification of Share Placement (a maximum of 83,000,000 fully paid ordinary shares).

In accordance with the disclosure requirements of Listing Rule 7.5, the following information is provided to members to enable them to consider and, if thought fit, to approve and ratify the issue of those shares: (a) The number of shares issued –a maximum of 83,000,000 fully paid ordinary shares;

(b) The issue price of the shares –3.8 cents per share;

• (c) The shares will rank equally with all existing fully paid ordinary shares;

• (d) The shares were issued to CAHL;

• (e) The allottee is not a related party of the Company;

• (f) Funds raised through the issue are to provide working capital for the Company and its subsidiary, SmartTrans Limited.

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Resolution 6 – Share Placement (a maximum of 83,000,000 fully paid ordinary shares)

In accordance with the disclosure requirements of Listing Rule 7.3, the following information is provided to members to enable them to consider and, if thought fit, to approve the issue of those shares:

• (a) The number of shares to be issued –a maximum of 83,000,000 fully paid ordinary shares;

• (b) The issue price of the shares –3.8 cents per share;

• (c) The shares will rank equally with all existing fully paid ordinary shares;

• (d) The shares will be issued to CAHL;

• (e) The allottee is not a related party of the Company;

• (f) Funds raised through the issue are to provide working capital for the Company and its subsidiary, SmartTrans Limited.

If Resolution 6 is approved by members, and CAHL subsequently give notice of an intention to exercise the offer to subscribe, the shares will be issued on one date no later than 3 months after the date of the meeting.

Issue of Shares to New Wave Enterprises Limited

Resolution 7 – Share Issue (4,800,000 fully paid ordinary shares)

In accordance with the disclosure requirements of Listing Rule 7.3, the following information is provided to members to enable them to consider and, if thought fit, to approve the issue of those shares:

(a) The number of shares to be issued is 4,800,000 fully paid ordinary shares;

• (b) The issue price of the shares will be 6.0 cents per share;

• (c) The shares will rank equally with all existing fully paid ordinary shares;

• (d) The shares will be issued to New Wave Enterprises Limited;

• (e) The allottee is not a related party of the Company;

• (f) The shares will be allotted upon receipt of payment of the subscription monies (being $288,000) from NWEL to the Company. Such subscription will be made by NWEL upon NWEL becoming entitled to payment of the fee for services rendered by it to the Company including facilitation of the placement to CAHL and identification of potential markets for the Company's products in China

If Resolution 7 is approved by members, and the placement of a maximum of 83,000,000 shares is made to CAHL, then the shares to be issued to NWEL will be issued on one date no later than 3 months after the date of the meeting.

Determination of entitlement to attend and vote

For purposes of Regulation 7.11.37 of the Corporations Act, the Directors have set a snapshot date to determine the identity of those persons entitled to attend and vote at the meeting. The snapshot date is 5.00pm (EDST) on 24[th] November 2007.

Proxies

Shareholders who do not plan to attend the meeting are encouraged to complete and return the proxy form for their holdings of the Company's shares.

To be effective, the proxy form must be received by Computershare Investor Services Pty Limited at GPO Box 242 Melbourne, Victoria 3001, Australia or by facsimile to 61 3 9 473 2555, not later than 11.00 am (EDST) on Saturday, 24[th] November 2007.

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