AI assistant

Sign in to chat with this filing

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

Sign up Log in

ORCODA LIMITED AGM Information 2010

Oct 24, 2010

65482_rns_2010-10-24_964cab88-1896-4206-98f6-974bf5a4a6b6.pdf

AGM Information

Opens in your device viewer

SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

NOTICE OF ANNUAL GENERAL MEETING

Take notice that the 2010 Annual General Meeting of SmartTrans Holdings Ltd ( SmartTrans or the Company ) will be held on the 9[th] Floor, 428 George Street, Sydney, on Wednesday 24 November 2010 at 11.00 am (EDST).

AGENDA

Ordinary Business

• Financial Statements and Reports

To receive and adopt the Financial Statements for the year ended 30 June 2010 and the related Directors’ Report and Statement and Audit Report.

1. Resolution 1: Remuneration Report

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

" That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the year ended 30 June 2010 as set out in the Company’s Directors’ Report for the year ended 30 June 2010 (within the Company’s Annual Report 2010) be adopted ."

2. Resolution 2: To re-elect Director

To consider and, if thought fit, to pass, with or without amendment, 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 ."

Special Business

3. Resolution 3: To approve the Option Plan

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

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Company to maintain an employee share option plan on the terms and conditions summarised in the Explanatory Statement accompanying this Notice ( Option Plan ) and the grant of Options from time to time under the Option Plan as an exception to Listing Rule 7.1".

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by any of the Directors of the Company (except one that is ineligible to participate in the Option Plan in relation to the Company) or the persons who may participate in the proposed issue of Employee Options referred to in Resolution 3, or who may obtain a benefit if the Resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities) and an associate of those persons. 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.

4. Resolution 4: Ratify the issue of the July Employee Options

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 6,000,000 Employee Options pursuant to the Option Plan ( July Employee Options ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by a person who participated in the issue and any associate of those persons. 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.

5. Resolution 5: Ratify the issue of the June Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 22,563,783 fully paid ordinary shares in the capital of the Company ( June Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by a person who participated in the issue and any associate of those persons. 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: Ratify the issue of the September Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 9,999,997 fully paid ordinary shares in the capital of the Company ( September Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by a person who participated in the issue and any associate of those persons. 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.

Other Business

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

Explanatory Statement

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Snap Shot Time

Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company’s directors have determined that all shares of the Company on the register as at 6pm (EDST), Monday 22 November 2010 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxies

Please note that:

(a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form for the Annual General Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 11.00 am (EDST), Monday 22 November 2010 to the Company (in person) at Level 1 / 614 Newcastle Street Leederville WA 6007 or (by post) at PO Box 334 Leederville WA 6903 or (by facsimile) to +61 8 9228 2299.

Corporate Representative

If a representative of a shareholder corporation is to attend the Meeting the attached “Corporate Representative Certificate” should be completed and produced prior to the meeting.

JOHN W MILLARD Company Secretary

SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist shareholders with their consideration of the resolutions in the accompanying Notice of Annual General Meeting.

Financial Statements and Reports

The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2010 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report. It is intended to provide an opportunity for shareholders to raise questions on the reports themselves and on the performance of the Company generally.

Resolution 1: Remuneration Report

Section 250R(2) of the Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the company.

The remuneration report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The remuneration report is part of the directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2010 [and is available on the Company's website at http://www.smarttrans.com.au/investor-relations/annual-reports/

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

Resolution 2: Re-election of Andrew D Forsyth

Rule 14.4 of the ASX Listing Rules provides that a director must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is longer.

In accordance with Listing Rule 14.4, and the Company's Constitution, Mr Andrew D Forsyth is retiring as a director of the Company and seeking re-election.

Details of the qualifications and experience of Mr Andrew D Forsyth are contained in the Company's 2010 Annual Report.

Resolution 2 seeks the reappointment of Mr Andrew D Forsyth as a director of the Company for a further term. If approved by shareholders, Mr Forsyth’s appointment as a director will be effective from the conclusion of the Annual General Meeting.

Each of the directors, excluding Mr Forsyth, recommends that shareholders vote in favour of Resolution 2.

Resolution 3: Approve Option Plan

SmartTrans adopted an Employee Share Option Plan ( Option Plan ) on 1 July 2010 to provide ongoing incentives to directors, executives and key employees of the Company.

Shareholder approval of the Option Plan is now being sought to enable the Company to issue options to executives and employees of the Company ( Employee Options ) and to issue shares to those executives and employees if they choose to exercise their Employee Options, without being required to include the Employee Options within the Company's 15% limit for the purpose of Listing Rule 7.1.

ASX Listing Rule 7.1

Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, for example a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months.

One of the exceptions to Listing Rule 7.1 is Listing Rule 7.2 - Exception 9, which provides that Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to Listing Rule 7.1.

Shareholder approval is sought to enable the Company to grant the Employee Options under the Option Plan, without experiencing the delays and costs involved in having to obtain Shareholder approval each time the Company wishes to issue securities which exceed the 15% limit contained in Listing Rule 7.1 and do not otherwise fall within one of the nominated Listing Rule exceptions.

As at the date of this Explanatory Statement, the Company has issued 6,000,000 Employee Options to eligible staff and independent contractors. The Company is seeking shareholder ratification for the issue of these Employee Options pursuant to Resolution 4.

No Employee Options have been or will be issued to Directors of the Company without express shareholder approval of the number and terms of the Employee Options.

Summary of the Terms of the Option Plan

Under the Option Plan the Directors may offer to grant Employee Options to any Director, Officer or fulltime or part-time employee of the Company at the Board's discretion ( Eligible Person ) having regard to the Eligible Person's seniority, position, length of service, record of employment, potential contribution to the growth and profitability of the Company or an associated company and any other matter which the Directors consider relevant.
Following receipt of the offer, an Eligible Person or an associate of an Eligible Person may apply for Employee Options up to the number specified in the offer. No consideration is payable by an Eligible Person to the Company in respect of the grant of an Employee Option.
Employee Options may not be offered to a Director or his or her associates without prior shareholder approval.
The exercise price payable on the exercise of an Employee Option shall be determined by the Board, in its absolute discretion at the time of offering the Employee Options and will be set out in the offer.
The exercise period of each Employee Option shall be determined by the Board in its absolute discretion and set out in the offer ( Exercise Period ). However, if no date is set out in the offer, Employee Options will only be able to be exercised on or after the first anniversary of the date of issue and will expire five (5) years from the date of issue ( Expiry Date ).

6.

Notwithstanding item 5, the Board, in its discretion, may declare all Employee Options to be free of any restrictions on exercise if the Board is of the opinion that a Change of Control Event has occurred. A Change of Control Event occurs on the commencement of a bid period in relation to a takeover bid (as that term is defined in the Corporations Act), at any time after a change of shareholding has occurred which gives a person or an associated group of persons the ability in general meeting to replace all or a majority of the Board or at any time after the Company enters into a scheme of arrangement with its creditors of members or any class thereof pursuant to section 411 of the Corporations Act.

Notwithstanding item 5, Employee Options may expire prior to the Expiry Date (however at all times such expiry dates are subject to the Board's absolute discretion) in the following circumstances:
(a) Employee Options will expire 30 days after a person or corporation:
- (i) makes a takeover bid (as defined in the Corporations Act) to acquire any share in the Company, and the takeover bid extends to shares issued and allotted after the date of the takeover bid; or
- (ii) becomes entitled to proceed to compulsory acquisition of the shares in the Company pursuant to the Corporations Act.
(b) Employee Options will expire 10 days after a Company convenes a meeting of shareholders of the Company in order to enter into a scheme of arrangement (pursuant to the Corporations Act) which if implemented would result in a person or corporation becoming entitled to not less than 90% of all the shares of the Company, and that scheme is in fact approved; and
(c) Employee Options will, unless the Board otherwise resolves in its absolute discretion, expire immediately on the Eligible Person voluntarily resigning or retiring from employment with the Company and on the Eligible Person being dismissed from employment with the Company for misconduct, disobedience, incompetence, fraud or any other reason which the Director's believe is fair and reasonable to warrant the lapsing of the Employee Options.

All shares issued upon the exercise of Employee Options will upon the allotment rank pari passu with all existing shares in the capital of the Company. If the shares are quoted, the Company will apply for quotation by ASX of all shares allotted pursuant to the exercise of Employee Options within 10 business days after the issue of the shares. However, the Company will not apply for official quotation by ASX of the Employee Options.

An Employee Option may only be transferred by the holder of the Employee Option if the transfer is to a spouse or associate of the Eligible Person, or to a trustee of a superannuation fund of which the Eligible Person is a member or otherwise with the consent of the Company as determined by the Directors in their absolute discretion.
In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, then the number of Employee Options to which each holder of Employee Options is entitled will be reconstructed in the manner required by the ASX Listing Rules.
The holder of an Employee Option will only be permitted to participate in a pro rata issue to the holders of shares on the prior exercise of the Employee Option.
There will be no change to the Exercise Price of an Employee Option or the number of shares which an Employee Option is exercisable in the event of the Company making a pro rata issue of shares to shareholders (including a bonus offer).
Subject to the ASX Listing Rules, the Directors may from time to time alter, delete or add to the provisions of the Option Plan by an instrument in writing without obtaining the consent of shareholders of the Company.
The rules of the Option Plan shall be construed in accordance with the laws of Western Australia and each Optionholder submits to the exclusive jurisdiction of the Courts of that State.

A copy of the Option Plan was released to ASX on the date of release of this notice and will be sent free of charge to any shareholder on request

Resolution 4: Ratify the issue of the July Employee Options

On 14 July 2010, the Company issued 5,200,000 Employee Options to eligible staff and 800,000 Employee Options to essential independent contractors ( July Employee Options ). The July Employee Options were issued as a reward for past service and to provide an incentive to staff and contractors during the forthcoming year.

The terms of the July Employee Options are outlined in Annexure A. In summary, subject to satisfaction of applicable vesting conditions, each July Employee Option entitles the holder to subscribe for 1 fully paid ordinary share in the Company at an exercise price of $0.005 per share. The July Employee Options will vest and become exercisable on 14 July 2011 and will expire on 11 August 2011.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

As summarised above at Resolution 3, one of the exceptions to Listing Rule 7.1 is Listing Rule 7.2 - Exception 9, which provides that Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to Listing Rule 7.1. The Company cannot rely on this exception as the Option Plan had not been approved by shareholders prior to the issue of the July Employee Options.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 sets out a further exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required in the next 12 months without shareholder approval.

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the July Employee Options the subject of Resolution 4:

the total number of July Employee Options issued by the Company was 6,000,000 July Employee Options;
the July Employee Options were issued for no consideration. Shareholders should note that the Company will, however, receive subscription monies totalling $30,000 if the July Employee Options are exercised;
the terms on which the July Employee Options were issued are set out in Annexure A;
the July Employee Options were issued to employees and independent contractors of the Company and none of the allottees were related parties of the Company;
no funds were raised from the issue of the July Employee Options, however the Company will receive subscription monies totalling $30,000 if the July Employee Options are exercised; and
a voting exclusion statement is included in the Notice of Meeting.

Resolution 5: Ratify the issue of the June Placement Shares

Resolution 5 seeks shareholder ratification for the issue and allotment by the Company of 22,563,783 fully paid ordinary shares at an issue price of $0.005 per share ( June Placement Shares ) on 9 June 2010 ( June Placement ) to certain parties ( Sub-Underwriters ) who:

in mid 2009 made substantial unsecured interest free loans to the Company;
agreed to apply the full amount of their loans in a partial sub-underwriting of the Company’s nonrenounceable entitlements issue which closed on 10 February 2010 ( Rights Issue ); and
received an allocation of only approximately 60% of their sub-underwriting commitment as a result of the Rights Issue being substantially oversubscribed.

The June Placement Shares were issued at the same issue price as the shares issued under the Rights Issue and comprised the balance of the underwriting commitment made by the Sub-Underwriters. Directors of the Company, or their associates, who also underwrote or sub-underwrote the Rights Issue did not participate in the June Placement.

ASX Listing Rules 7.1 and 7.4

Refer to the summary above in relation to Resolution 4 which applies equally to Resolution 5 concerning the ratification of the June Placement Shares.

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the June Placement Shares the subject of Resolution 5:

the total number of June Placement Shares issued by the Company was 22,563,783 shares;
the June Placement Shares were issued at a price of $0.005 per share, being the same issue price as the shares issued under the Rights Issue;
the June Placement Shares rank equally in all respects with the Company’s existing shares on issue;
the June Placement Shares were allotted to the Sub-Underwriters and none of the allottees were related parties of the Company. Directors of the Company, or their associates, who also underwrote or sub-underwrote the Rights Issue did not participate in the placement;
the Company raised approximately $112,818 from the issue of the June Placement Shares which is to be used as general working capital; and
a voting exclusion statement is included in the Notice of Meeting.

Resolution 6: Ratify the issue of the September Placement Shares

Resolution 6 seeks shareholder ratification for the issue and allotment by the Company of 9,999,997 fully paid ordinary shares at an issue price of $0.017 per share ( September Placement Shares ) on 1 September 2010 ( September Placement ) to key suppliers of the Company linked to the Company's China projects.

ASX Listing Rules 7.1 and 7.4

Refer to the summary above in relation to Resolution 4 which applies equally to Resolution 6 concerning the ratification of the September Placement Shares.

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the September Placement Shares the subject of Resolution 6:

the total number of September Placement Shares issued by the Company was 9,999,997 shares;
the September Placement Shares were issued at a price of $0.017 per share;
the September Placement Shares rank equally in all respects with the Company’s existing shares on issue;
the September Placement Shares were allotted to key suppliers of the Company linked to the Company's China projects. None of the allottees were related parties of the Company;
the Company raised approximately $170,000 from the issue of the September Placement Shares which is to be used as general working capital; and
a voting exclusion statement is included in the Notice of Meeting.

ANNEXURE A: TERMS AND CONDITIONS OF THE JULY EMPLOYEE OPTIONS

Subject to satisfaction of applicable vesting conditions, each option ( Option ) entitles the holder of the Option ( Holder ) to subscribe for 1 fully paid ordinary share in the Company ( Share ) at an exercise price of $0.005 per Share.
The Options will vest and become exercisable on the one year anniversary of the date of issue of the Options.
In the event that the Holder (which includes for the purposes of this clause an associated person to whom the offer of the Options was made) is either an employee or an independent contractor to the Company (or to a related body corporate of the Company) and ceases to be in the following circumstances:
(a) voluntarily resigns or retires from employment with the Company otherwise than to take up employment with a related body corporate of the Company;
(b) is dismissed from employment with the Company for any one or more of the following reasons:
- (i) misconduct bringing disrepute on the Company or a Related Body Corporate;
- (ii) disobedience, after prior written warning;
- (iii) incompetence in the performance of any duties for which the Holder was employed, after prior written warning;
- (iv) fraud or any other dishonesty; or
- (v) any other reason, which the Directors believe is fair and reasonable to warrant the lapsing and forfeiture of the Options,

then the Options shall, with effect from the date that notice of such cessation is given, or received, by the Company, be immediately forfeited and be deemed to have expired (except that the Holder may in all circumstances retain any Options which have already vested and the Holder is already entitled to exercise) unless determined otherwise by the Board of Directors of the Company at its absolute discretion.

4.

In the event that the Holder (which includes for the purposes of this clause an associated person to whom the offer of the Options was made) is either an employee or an independent contractor to the Company (or to a related body corporate of the Company) and ceases to be in the following circumstances:

(a) death or total permanent disability (as that term is recognised by applicable statute);
(b) redundancy; or
(c) any other circumstance, which the Directors believe is fair and reasonable to warrant the Holder maintaining the Options,

then the Options will not lapse and will be maintained by the Holder save that if the Board of Directors of the Company determine at its absolute discretion the Holder will have a period commencing on the date the Board acknowledges in writing that such event satisfies the requirements of this clause 4 and ending on the date specified in writing by the Company to exercise the Option (save that such period must not extend beyond the Expiry Date). For the purposes of this clause applicable vesting conditions will be ignored.

The Holder's entitlements to the Options are vested as and when the Options become exercisable in accordance with paragraph 2.
The Company will not apply to have the Options quoted on ASX and the Options will carry no dividend or voting rights.
Subject to satisfaction of vesting conditions, the Options are exercisable at any time on or prior to their Expiry Date by completing an option exercise form (in the form attached to the Option certificate or holding statement or in a form otherwise prescribed by the Company) and delivering it to the Company or the Company's Share Registry together with payment for the number of Shares in respect of which the Options are exercised and the Option certificate or holding statement for those Options.
The Options have an Expiry Date of 20 Business Days (as that term is defined in the Listing Rules of ASX) after the one year anniversary of the date of issue of the Options.
The Board of Directors of the Company may, in its absolute discretion, vary the Expiry Date of the Options to the earliest of the relevant dates set out below:
(a) 30 days (or such later date as the Company’s Board of Directors determines in its absolute discretion) after a person or corporation:
- (i) makes a takeover bid (as defined in the Corporations Act) to acquire any Share and the takeover bid extends to Shares issued and allotted after the date of the takeover bid; and
- (ii) becomes entitled to proceed to compulsory acquisition of the Shares pursuant to section 661A of the Corporations Act;
(b) 10 days (or such later date as the Company’s Board of Directors determines in its absolute discretion) after the Company convenes a meeting of shareholders in order to enter into a scheme of arrangement (pursuant to the provisions of the Corporations Act) which, if implemented would result in a person or corporation becoming entitled to not less than 90% of the Shares, and that scheme is in fact approved; and
(c) in accordance with clause 4 above.
Despite anything in these terms, if, in the opinion of the Board of Directors of the Company, a Change Of Control Event has occurred, or is likely to occur, the Board may (in its absolute discretion) declare an Option to be free of any conditions of exercise and Options which are so declared may be exercised at any time on or before the Expiry Date and in any number. A "Change of Control" event means:
(a) the Company entering into a scheme of arrangement with its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;
(b) the commencement of a bid period in relation to the Company (as defined in the Corporations Act) to acquire any Share and the takeover bid extends to Shares issued and allotted after the date of the takeover bid; or
(c) when a person or group of associated persons having a relevant interest in, subsequent to the adoption of these Rules, sufficient Shares in the Company to give it or them the ability, in general meeting, to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.
Upon valid exercise of Options, the Holder will be issued the corresponding number of Shares by the Company within 25 Business Days of the last to occur of:
(a) the Company receiving written notice of exercise from the Holder; and
(b) the Company receiving monies representing the exercise price for each of the Options.
A Share issued upon exercise of an Option will rank equally in all respects with the Company's then existing fully paid ordinary shares.
Within 10 Business Days after the issue of Shares upon exercise of the Options, the Company shall apply to ASX for those Shares to be admitted to quotation. Other than where the Holder is in Australia and was issued the Options pursuant to the terms of the Company's Employee Share Option Plan, the Holder warrants to the Company that at the time of issue of such Shares the Holder will be an exempt person for the purposes of section 708 of the Corporations Act (or similarly "exempt" from disclosure or other regulatory consents or filing requirements arising from applicable securities laws in any applicable jurisdiction outside of Australia) and the Company warrants to the Holder that it will use reasonable endeavours to issue a notice in satisfaction of section 708A(5) of the Corporations Act within 5 Business Days of the issue of such Shares.
There will be no change to the exercise price of an Option or the number of Shares over which an Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to holders of ordinary Shares in the Company (including but not limited to a bonus issue).
The Holder of the Options may only participate in a new issue of securities to holders of ordinary Shares in the Company if the Options have been exercised and Shares issued in respect of those Options before the record date for determining entitlements to the new issue. The Company must give the Holder at least 6 Business Days' notice of the record date for determining entitlements to that new issue in accordance with the ASX Listing Rules.
If, prior to the expiry of the Options, there is a reorganisation of the issued capital of the Company, the rights of the Holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to reorganisations at that time.
A holding statement or certificate will be issued for Options. If there is more than one (1) Option on a holding statement or certificate and prior to the expiry date those Options are exercised in part, the Company will issue another holding statement or certificate for the balance of the Options held and not yet exercised.

An Option is transferable by the Holder if, and only if, the transfer is:

(a) to the Holder's spouse or partner in a defacto or akin relationship,
(b) a body corporate in which the Holder holds and beneficially owns at least 50% of the issued voting Share capital,
(c) the trustee of a trust in which the Holder is a beneficiary; or
(d) the trustee of a superannuation fund of which the Holder is a member,

and otherwise, subject to the ASX Listing Rules, the Options are not transferable except with the prior written approval of the Board of Directors of the Company.

Neither the Company nor its directors, officers, employees, representatives or agents take any responsibility or assume any liability for the taxation liabilities of the Holder or their associates.
The terms and conditions of these Options shall be subject to the Company's Constitution, the ASX Listing Rules and the Corporations Act.

SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

Telephone: (08) 9228 1199 Facsimile: (08) 9228 2299 Email: [email protected]

 FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 11.00AM (EDST) ON MONDAY 22 NOVEMBER 2010

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT: http://www.smarttrans.com.au/investor-relations/annual-reports/

HOW TO COMPLETE THIS PROXY FORM Please read these notes prior to completion of the voting form.

VOTES ON ITEMS OF BUSINESS

Voting 100% of your holding . You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Voting a portion of your holding . You may indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. The sum of the votes cast on each item or the percentages for and against an item must not exceed your voting entitlement or 100%.

Power of Attorney: if signing under a Power of Attorney, the Power of Attorney, or a certified copy of the Power of Attorney, must be lodged with the Company no later than 48 hours before the time fixed for holding the meeting.

Companies : Where a company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, this form must be signed by the Sole Director. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

A proxy need not be a member.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the proportion or number of votes each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. A separate Proxy Form should be used for each proxy. Additional Proxy Forms will be supplied by the Company on request. If you lodge two proxies please lodge both forms together.

SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the holders must sign.

If a representative of a corporate member or proxy is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the Certificate may be obtained by telephoning the Company.

LODGMENT OF PROXY FORM:

This form (and any power of attorney under which it is signed) must be received by the Company no later than 48 hours before the time fixed for holding the meeting. Any Proxy Form received after this time will not be valid for the meeting.

Documents may be lodged, and will be received by the Company, as follows:

IN PERSON: Level 1 / 614 Newcastle Street LEEDERVILLE WA 6007 BY MAIL: PO Box 334 LEEDERVILLE WA 6903 BY FAX : +61 8 9228 2299

SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

FORM OF PROXY

I/We…..……………………………………………………………………………………….........................................................................................................................

of…………………………………………………………………………………………….............................................................................................................................

being a member/s of SmartTrans Holdings Limited (“the Company”), appoint

Please leave this box blank if you have selected the The Chairman of the Meeting OR Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of SmartTrans Holdings Ltd ACN 009 065 650 to be held on the 9th Floor, 428 George Street, Sydney, New South Wales on Wednesday, 24[th] November 2010 at 11:00AM (EDST) and at any adjournment of that meeting.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the resolution/s and in favour of each of the other items of business.

If two proxies are being appointed, the proportion of the members voting rights that this proxy is appointed to represent is ………….. percent. (Additional proxy forms will be supplied by the Company on request).

Proxy Voting Instructions

If you wish to instruct your proxy how to vote, insert a tick in the appropriate box, otherwise your proxy may vote or abstain from voting as he/she thinks fit.

e/she thinks fit.
Resolutions	For			Against			Abstain			*PLEASE NOTE:*If you mark the
1. Remuneration Report										Abstain box for a particular item, you are directing your
2. To re-elect Director Andrew D Forsyth 3. To approve the Option Plan										proxy not to vote on your behalf on a show of hands or on a poll and your votes will
4. Ratify the issue of the July Employee Options										not be counted in computing the required majority on a
5. Ratify the issue of the June Placement Shares										poll.

6. Ratify the issue of the September Placement Shares

Dated this day of 2010

If the member is a body corporate, then this proxy must be signed in accordance with section 127 of the Corporations Act 2001 or by an attorney appointed in writing by the body corporate.

EXECUTED by ACN

in accordance with section 127 of the Corporations Act 2001 :

______ ___________ Director/Company Secretary/Sole Director (Director)

____________ Name of Director/Company Secretary/Sole Director (BLOCK LETTERS)

_______ Name of Director (BLOCK LETTERS)

OR

If the member is an individual or joint holders:

____________ Signature

Signature