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 2011

Oct 23, 2011

65482_rns_2011-10-23_7cb2a9a2-6aa3-4255-8253-f28bd999167a.pdf

AGM Information

Opens in your device viewer

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

ACN 009 065 650

Smart Trans

NOTICE OF ANNUAL GENERAL MEETING

Take notice that the 2011 Annual General Meeting of SmartTrans Holdings Ltd ( SmartTrans or the Company ) will be held on the 9[th] Floor, 428 George Street, Sydney, on Tuesday 22 November 2011 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 2011 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 non‐binding 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 2011 as set out in the Company’s Directors’ Report for the year ended 30 June 2011 (within the Company’s Annual Report 2011) be adopted ."

2. Resolution 2: To reelect Mr John P C Forsyth AM as Director

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

" To re‐elect Mr John P C Forsyth AM, who retires by rotation in accordance with the Company's Constitution and ASX Listing Rule 14.4, and who being eligible, offers himself for re‐election as a Director of the Company, be re‐elected as a Director of the Company ."

3. Resolution 3: To elect Mr Bryan Carr as Director

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

"That Mr Bryan Carr, appointed to the Board of Directors on 26 July 2011, who will retire at the close of the meeting in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and who being eligible, offers himself for election, be elected as a Director of the Company".

4. Resolution 4: To elect Dr Geoff Raby as Director

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

"That Dr Geoff Raby, appointed to the Board of Directors on 6 August 2011, who will retire at the close of the meeting in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and who being eligible, offers himself for election, be elected as a Director of the Company".

1

Special Business

5. Resolution 5: Approve the issue of shares to Canala Services Pty Ltd

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 10.11, Chapter 2E of the Corporations Act and for all other purposes, shareholders approve and authorize the issue of 7,389,304 fully paid ordinary shares in the capital of the Company, to Canala Services Pty Ltd, being a related party of Mr Andrew Forsyth (a non‐ executive Director of the Company), on the terms set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by Mr Andrew Forsyth, Canala Services Pty Ltd or any of their associates. 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: Approve the issue of shares to James Laurie

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 10.11, Chapter 2E of the Corporations Act and for all other purposes, shareholders approve and authorize the issue of 4,000,000 fully paid ordinary shares in the capital of the Company, to Mr James Laurie (a former Director of the Company) or his nominee, on the terms set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by Mr James Laurie or any of his associates. 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: Approve the issue of shares to Dymocks Securities Pty Ltd

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 10.11, Chapter 2E of the Corporations Act and for all other purposes, shareholders approve and authorize the issue of 10,851,200 fully paid ordinary shares in the capital of the Company, to Dymocks Securities Pty Ltd, being a related party of Mr John Forsyth (a Director of the Company), on the terms set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by Mr John Forsyth, Dymocks Securities Pty Ltd or any of his associates. 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. Resolution 8: Ratify the issue of the July 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 29,411,765 fully paid ordinary shares in the capital of the Company ( July Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 8 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.

2

9. Resolution 9: Ratify the issue of the October 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 24,000,000 fully paid ordinary shares in the capital of the Company ( October Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 9 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 11am (EDST), Sunday 20 November 2011 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), Sunday 20 November 2011 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.

JAMES LAURIE Company Secretary 12 October 2011

3

Smart Trans

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 2011 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 2011 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.

The Company encourages all Shareholders to cast their vote in relation to Resolution 1 and if Shareholders choose to appoint a proxy, Shareholders are encouraged to direct their proxy how to vote on Resolution 1 by marking either "For", "Against" or "Abstain" on the Proxy form, or where the Chairman is appointed as proxy, by marking the applicable box (at Step 2) on the form directing the Chairman to vote in accordance with the Chairman's voting intentions.

Any undirected proxies held by the Chairman of the meeting, other Directors or other Key Management or their closely related parties will not be voted on Resolution 1.

Resolution 2: Reelection of John P C Forsyth AM

Rule 14.4 of the ASX Listing Rules and Article 13.2 of the Constitution 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, John P C Forsyth AM is retiring as a director of the Company and seeking re‐election.

4

Details of the qualifications and experience of Mr John P C Forsyth AM are contained in the Company's 2011 Annual Report.

Resolution 2 seeks the reappointment of Mr John P C Forsyth AM 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 J Forsyth, recommends that shareholders vote in favour of Resolution 2.

Resolution 3: To elect Mr Bryan Carr as Director

Rule 14.4 of the ASX Listing Rules and Article 13.5 of the Constitution provides that a director appointed to fill a casual vacancy or as an addition to the existing directors can only hold office until the next annual general meeting at which he/she shall be appointed by the members of the Company.

Mr Byran Carr was appointed as a Director of the Company on 26 July 2011 as a casual appointment. In accordance with Listing Rule 14.4 and Article 13.5 of the Constitution a casual vacancy director must resign at the next annual general meeting. Being eligible for election Mr Bryan Carr seeks election as a Director of the Company.

Details of the qualifications and experience of Mr Bryan Carr are contained in the Company's 2011 Annual Report.

Resolution 3 seeks the election of Mr Bryan Carr as a director of the Company. If approved by shareholders, Mr Carr’s appointment as a director will be effective from the conclusion of the Annual General Meeting.

Each of the directors, excluding Mr Carr, recommends that shareholders vote in favour of Resolution 3.

Resolution 4: To elect Dr Geoff Raby as Director

Rule 14.4 of the ASX Listing Rules and Article 13.5 of the Constitution provides that a director appointed to fill a casual vacancy or as an addition to the existing directors can only hold office until the next annual general meeting at which he/she shall be appointed by the members of the Company.

Dr Geoff Raby was appointed as a Director of the Company on 6 August 2011 as a casual appointment. In accordance with Listing Rule 14.4 and Article 13.5 of the Constitution a casual vacancy director must resign at the next Annual General Meeting. Being eligible for election Mr Bryan Carr seeks election as a Director of the Company.

Details of the qualifications and experience of Dr Geoff Raby are contained in the Company's 2011 Annual Report.

Resolution 4 seeks the election of Dr Geoff Raby as a director of the Company. If approved by shareholders, Dr Raby’s appointment as a director will be effective from the conclusion of the Annual General Meeting.

Each of the directors, excluding Dr Raby, recommends that shareholders vote in favour of Resolution 4.

Resolution 5: Approve the issue of shares to Canala Services Pty Ltd

Resolution 5 seeks shareholder approval for the issue of 7,389,304 shares at $0.005 per share to Canala Services Pty Ltd, a company controlled by Mr Andrew Forsyth, a Director of the Company.

Canala Services Pty Ltd made an unsecured interest free loan to the Company in mid 2009 in the sum of $70,000 and agreed to apply the full amount of the loan in a partial sub‐underwriting of the Company’s Rights Issue undertaken in late 2009/early 2010 ( 2010 Rights Issue ). However, Canala Services Pty Ltd was not able to receive any shares in excess of its entitlement in the 2010 Rights Issue because, as a related party of the Company, it was unable to apply for shares in the shortfall to the 2010 Rights Issue which was substantially oversubscribed.

5

The Board is acutely aware of the fact that Canala Services Pty Ltd, accepted its commitments and lent the amount of its commitments in 2009 to the Company long before the substantial increase in the Company’s share price in early 2010 during the course of the 2010 Rights Issue. In May 2010 the Board made a placement at the same price to other sub‐underwriters of the 2010 Rights Issue in similar positions who had lent money to the Company, however, as a related party of the Company, Canala Services Pty Ltd was unable to participate in that placement without shareholder approval (refer ASX announcement 20 May 2010). Pursuant to Resolution 5, the Company now seeks shareholder approval to issue shares to Canala Services Pty Ltd at the same issue price as the shares issued to the other sub‐underwriters.

Listing Rule 10.11

ASX Listing Rule 10.11 prohibits the Company from issuing or agreeing to issue equity securities to a related party without the approval of holders of ordinary securities, unless one of the exceptions in ASX Listing Rule 10.12 applies.

Canala Services Pty Ltd is a related party of the Company for the purposes of Listing Rule 10.11 and therefore the issue of shares to Canala Services Pty Ltd requires shareholder approval in accordance with ASX Listing Rule 10.11.

Chapter 2E

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies or shareholder approval is obtained.

A "financial benefit" is defined in the Corporations Act in broad terms and expressly includes a public company issuing securities. Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

obtain the approval of members in the way set out in sections 217 to 227; and
give the benefit within 15 months after the approval.

For the purpose of this Meeting and in accordance with section 228 of the Corporations Act a related party of the Company includes:

a Director; and
an entity controlled by a Director.

Accordingly, Resolution 5 seeks shareholder approval for the grant of shares to Canala Services Pty Ltd for the purposes of Chapter 2E of the Corporations Act.

Specific Disclosure of Information

For the purposes of ASX Listing Rule 10.13 and Chapter 2E of the Corporations Act, the following information is provided in relation to Resolution 5:

the related party of the Company to whom the 7,389,304 shares are to be granted is Canala Services Pty Ltd, a company controlled by Mr Andrew Forsyth, a Director of the Company;
the 7,389,304 shares are to be issued to Canala Services Pty Ltd for an issue price of $0.005 per share, being the same issue price as the shares issued under the 2010 Rights Issue;
the issue of the shares to Canala Services Pty Ltd will occur no later than 1 month after the date of the Meeting;
the Company will raise approximately $36,946.52 from the issue of the shares to Canala Services Pty Ltd which is to be used as general working capital;

6

the shares to be issued to Canala Services Pty Ltd will rank equally in all respects with and will be on the same terms as the Company’s existing shares on issue;

6.

a voting exclusion statement is included in the Notice of Meeting;

the Directors of the Company other than Mr Andrew Forsyth recommend that shareholders vote in favour of this Resolution. The Directors of the Company other than Mr Andrew Forsyth do not have any interest in the outcome of this Resolution;
Mr Andrew Forsyth is not entitled and does not wish to make a recommendation to shareholders about the proposed Resolution 5 because he has an interest in the outcome of the Resolution as Canala Services Pty Ltd is the proposed recipient of the shares;
the highest and lowest price on the ASX for the Company's shares in the past 12 months was $0.044 on 29 December 2010 and $0.015 on 12 October 2010. The closing share price of the Company's shares on 12 October 2011, being the latest practicable date before the date of this Notice of Meeting was $0.034;
if only the 7,389,304 shares the subject of Resolution 5 are issued then based on the Company's fully paid share capital (which as at the date of this Notice of Meeting is 1,179,086,426 shares) existing shareholders would be diluted by approximately 0.62%;
Mr Andrew Forsyth currently has a relevant interest in 101,941,437 shares in the Company, which amounts to approximately 8.65% of the Company's share capital as at the date of this Notice of Meeting. Canala Services Pty Ltd currently holds 19,832,094 shares. If the shares the subject of this Resolution 5 are approved, and 7,389,304 shares are issued, Mr Andrew Forsyth will have a relevant interest in 109,330,741 shares in the Company which will amount to approximately 9.2% of the Company based on the Company's share capital as at the date of this Notice of Meeting (if no other shares are issued). If the shares the subject of this Resolution 5 are approved, and 7,389,304 shares are issued, Canala Services Pty Ltd will hold 27,221,398 shares in the Company;
in addition to an interest in the shares of the Company, Mr Andrew Forsyth also receives director's fees of $20,000 per annum;
ASIC requires that when seeking shareholder approval for the issue of securities to a related party pursuant to Chapter 2E, shareholders must be provided with a valuation of those securities. Based on recent trading prices (more specifically, the average share price of the Company's shares based on the closing prices of the Company's shares over the 5 trading days leading up to the date of this Notice of Meeting), the shares to be issued to Canala Services Pty Ltd currently have a value of approximately $0.0328 each. Given the difference between this value and the subscription price, the approximate value of the benefit being received by Canala Services Pty Ltd from the grant of the shares pursuant to this Resolution is $205,673 (in aggregate) or $0.0278 per share;
the Directors consider that the support given by Canala Services Pty Ltd to the Company, as demonstrated by the fact that Canala Services Pty Ltd, accepted its commitments and lent the amount of its commitments to the Company long before the substantially oversubscribed 2010 Rights Issue was completed and should be recognised and rewarded with the opportunity to subscribe for Shares at $0.005, the same price at which the 2010 Rights Issue was completed. Given this purpose, the Directors do not consider that there is any material opportunity cost or benefit foregone to the Company issuing and allotting the shares to Canala Services Pty Ltd;
the Board determined the number of shares to be issued to Canala Services Pty Ltd pursuant to this Resolution and the issue price of the shares, based on the terms of the sub‐underwriting agreement between the Company and Canala Services Pty Ltd, the level of commitment by Canala Services Pty Ltd under the sub‐underwriting agreement and the issue price under the 2010 Rights Issue; and
other than the information set out in this Explanatory Statement, neither the Directors nor the Company are aware of any additional information that would be reasonably required by the shareholders to enable them to make a decision in relation to whether the issue(allotment) of the shares to Canala Services Pty Ltd is in the best interests of the Company.

7

Resolution 6: Approve the issue of shares to James Laurie

Resolution 6 seeks shareholder approval for the issue of 4,000,000 shares at $0.005 per share to Mr James Laurie (or his nominee), a director of the Company until July 2011.

Mr Laurie, made an unsecured interest free loan to the Company in mid 2009 in the sum of $20,000 and agreed to apply the full amount of the loan in a partial sub‐underwriting of the Company’s 2010 Rights Issue. However, Mr Laurie was only able to receive his entitlement in the 2010 Rights Issue on the basis that as a related party of the Company it was unable to apply for shares in the shortfall to the 2010 Rights Issue which was substantially oversubscribed.

The Board is acutely aware of the fact that Mr Laurie lent the amount of its commitments to the Company long before the substantial increase in the Company’s share price during the course of the 2010 Rights Issue. In May 2010 the Board made a placement at the same price to other sub‐underwriters of the 2010 Rights Issue in similar positions who had lent money to the Company, however, as a related party of the Company, Mr Laurie was unable to participate in that placement without shareholder approval (refer ASX announcement 20 May 2010). Pursuant to Resolution 6, the Company seeks shareholder approval to issue shares to Mr Laurie at the same issue price as the shares issued to the other sub‐underwriters.

Listing Rule 10.11

Refer to the summary above in relation to Resolution 5 which applies equally to Resolution 6. Mr Laurie is a related party of the Company for the purposes of Listing Rule 10.11 and therefore the issue of shares to him requires shareholder approval in accordance with ASX Listing Rule 10.11.

Chapter 2E

Refer to the summary above in relation to Resolution 5 which applies equally to Resolution 6 which seeks shareholder approval for the grant of shares to Mr James Laurie for the purposes of Chapter 2E of the Corporations Act, save that Mr Laurie is a related party of the Company on the basis that he was a Director within the last 6 months.

Specific Disclosure of Information

For the purposes of ASX Listing Rule 10.13 and Chapter 2E of the Corporations Act, the following information is provided in relation to Resolution 6:

the related party of the Company to whom the 4,000,000 shares are to be granted is Mr James Laurie, a Director of the Company until July 2011;
the 4,000,000 shares are to be issued to Mr James Laurie for an issue price of $0.005 per share, being the same issue price as the shares issued under the 2010 Rights Issue;
the issue of the shares to Mr Laurie will occur no later than 1 month after the date of the Meeting;
the Company will raise $20,000 from the issue of the shares to Mr Laurie which is to be used as general working capital;
the shares to be issued to Mr Laurie will rank equally in all respects with and will be on the same terms as the Company’s existing shares on issue;
a voting exclusion statement is included in the Notice of Meeting;
the Directors of the Company recommend that shareholders vote in favour of this Resolution. The Directors of the Company other than Mr Laurie do not have any interest in the outcome of this Resolution;

8

Mr Laurie is not entitled and does not wish to make a recommendation to shareholders about the proposed Resolution 6 because he has an interest in the outcome of the Resolution, being the proposed recipient of the shares;
the highest and lowest price on the ASX for the Company's shares in the past 12 months was $0.044 on 29 December 2010 and $0.015 on 12 October 2010. The closing share price of the Company's shares on 12 October 2011, being the latest practicable date before the date of this Notice of Meeting was $0.034;
if only the 4,000,000 shares the subject of Resolution 6 are issued then based on the Company's fully paid share capital (which as at the date of this Notice of Meeting is 1,179,086,426 shares) existing shareholders would be diluted by approximately 0.34%;
Mr Laurie currently has a relevant interest in 192,857 shares in the Company, which amounts to approximately 0.016% of the Company's share capital as at the date of this Notice of Meeting. If the shares the subject of this Resolution 6 are approved, and 4,000,000 shares are issued, Mr Laurie will have a relevant interest in 4,192,857 shares in the Company which will amount to approximately 0.35% of the Company based on the Company's share capital as at the date of this Notice of Meeting (if no other shares are issued);
in addition to his shareholding in the Company, Mr Laurie receives remuneration of approximately $225,000 per annum;
ASIC requires that when seeking shareholder approval for the issue of securities to a related party pursuant to Chapter 2E, shareholders must be provided with a valuation of those securities. Based on recent trading prices (more specifically, the average share price of the Company's shares based on the closing prices of the Company's shares over the 5 trading days leading up to the date of this Notice of Meeting), the shares to be issued to Mr Laurie currently have a value of approximately $0.0328 each. Given the difference between this value and the subscription price, the approximate value of the benefit being received by Mr Laurie from the grant of the shares pursuant to this Resolution is $111,200 (in aggregate) or $0.0278 per share;
the Directors consider that the support given by Mr Laurie to the Company, as demonstrated by the fact that Mr Laurie, like the other Sub‐Underwriters, accepted his commitments and lent the amount of his commitments to the Company long before the substantially oversubscribed 2010 Rights Issue was completed and should be recognised and rewarded with the opportunity to subscribe for Shares at $0.005, the same price at which the 2010 Rights Issue was completed. Given this purpose, the Directors do not consider that there is any material opportunity cost or benefit foregone to the Company in granting the shares to Mr Laurie;
the Board determined the number of shares to be issued to Mr Laurie pursuant to this Resolution and the issue price of the shares, based on the terms of the sub‐underwriting agreement between the Company and Mr Laurie, the level of commitment by Mr Laurie under the sub‐underwriting agreement and the issue price under the 2010 Rights Issue; and
other than the information set out in this Explanatory Statement, neither the Directors nor the Company are aware of any additional information that would be reasonably required by the shareholders to enable them to make a decision in relation to whether the grant of the shares to Mr Laurie is in the best interests of the Company.

9

Resolution 7: Approve the issue of shares to Dymocks Securities Pty Ltd

Resolution 7 seeks shareholder approval for the issue of 10,851,200 shares at $0.005 per share to Dymocks Securities Pty Ltd, a company controlled by Mr John Forsyth, a Director of the Company.

Dymocks Securities Pty Ltd made an unsecured interest free loan to the Company in mid 2009. It also agreed to underwrite the 2010 Rights Issue to the amount of $664,000 at a time when the Company required that financial support and commitment. However, Dymocks Securities Pty Ltd was not able to receive any shares in excess of its entitlement in the 2010 Rights Issue because, as a related party of the Company, it was unable to apply for shares in the shortfall to the 2010 Rights Issue which was substantially oversubscribed.

The Board is acutely aware of the fact that Dymocks Securities Pty Ltd, accepted its commitments and lent the amount of its commitments in 2009 to the Company, and substantially underwrote the 2010 Rights Issue, long before the substantial increase in the Company’s share price in early 2010 during the course of the 2010 Rights Issue. In May 2010 the Board made a placement at the same price to unrelated sub‐underwriters of the 2010 Rights Issue in similar positions who had lent money to the Company, however, as a related party of the Company, Dymocks Services Pty Ltd was unable to participate in that placement without shareholder approval (refer ASX announcement 20 May 2010). Pursuant to Resolution 7, the Company now seeks shareholder approval to issue shares to Dymocks Services Pty Ltd at the same issue price as the shares issued to the sub‐underwriters.

Listing Rule 10.11

Refer to the summary above in relation to Resolution 5 which applies equally to Resolution 7. Dymocks Securities Pty Ltd is a related party of the Company for the purposes of Listing Rule 10.11 and therefore the issue of shares to him requires shareholder approval in accordance with ASX Listing Rule 10.11.

Chapter 2E

Refer to the summary above in relation to Resolution 5 which applies equally to Resolution 7 which seeks shareholder approval for the grant of shares to Dymocks Securities Pty Ltd for the purposes of Chapter 2E of the Corporations Act.

Specific Disclosure of Information

For the purposes of ASX Listing Rule 10.13 and Chapter 2E of the Corporations Act, the following information is provided in relation to Resolution 7:

the related party of the Company to whom the 10,851,200 shares are to be granted is Dymocks Securities Pty Ltd, a company controlled by Mr John Forsyth, a Director of the Company;
the 10,851,200 shares are to be issued to Dymocks Securities Pty Ltd for an issue price of $0.005 per share, being the same issue price as the shares issued under the 2010 Rights Issue;
the issue of the shares to Dymocks Securities Pty Ltd will occur no later than 1 month after the date of the Meeting;
the Company will raise approximately $54,256 from the issue of the shares to Dymocks Securities Pty Ltd which is to be used as general working capital;
the shares to be issued to Dymocks Securities Pty Ltd will rank equally in all respects with and will be on the same terms as the Company’s existing shares on issue;
a voting exclusion statement is included in the Notice of Meeting;
the Directors of the Company other than Mr John Forsyth recommend that shareholders vote in favour of this Resolution. The Directors of the Company other than Mr John Forsyth do not have any interest in the outcome of this Resolution;

10

Mr John Forsyth is not entitled and does not wish to make a recommendation to shareholders about the proposed Resolution 7 because he has an interest in the outcome of the Resolution as Dymocks Securities Pty Ltd is the proposed recipient of the shares;
the highest and lowest price on the ASX for the Company's shares in the past 12 months was $0.044 on 29 December 2010 and $0.015 on 12 October 2010. The closing share price of the Company's shares on 12 October 2011, being the latest practicable date before the date of this Notice of Meeting was $0.034;
if only the 10,851,200 shares the subject of Resolution 7 are issued then based on the Company's fully paid share capital (which as at the date of this Notice of Meeting is 1,179,086,426 shares) existing shareholders would be diluted by approximately 1%;
Mr John Forsyth and his associates currently have a relevant interest in 365,846,072 shares in the Company, which amounts to approximately 31.03% of the Company's share capital as at the date of this Notice of Meeting. If the shares the subject of this Resolution 7 are approved, and 10,851,200 shares are issued, Mr John Forsyth and his associates will have a relevant interest in 376,697,272 shares in the Company which will amount to approximately 31.65% of the Company based on the Company's share capital as at the date of this Notice of Meeting (if no other shares are issued);
in addition to an interest in the shares of the Company, Mr John Forsyth (and/or the Dymocks group) also receive in aggregate fees of $240,000 per annum (which is inclusive of a fee for provision of the services of a Chairman, office accommodation, administrative and associated services);
ASIC requires that when seeking shareholder approval for the issue of securities to a related party pursuant to Chapter 2E, shareholders must be provided with a valuation of those securities. Based on recent trading prices (more specifically, the average share price of the Company's shares based on the closing prices of the Company's shares over the 5 trading days leading up to the date of this Notice of Meeting), the shares to be issued to Dymocks Securities Pty Ltd currently have a value of approximately $0.0328 each. Given the difference between this value and the subscription price, the approximate value of the benefit being received by Dymocks Securities Pty Ltd from the grant of the shares pursuant to this Resolution is $301,663 (in aggregate) or $0.0278 per share;
the Directors consider that the support given by Dymocks Securities Pty Ltd to the Company, as demonstrated by the fact that Dymocks Securities Pty Ltd, accepted its commitments and lent the amount of its commitments to the Company, and partially underwrote the 2010 Rights Issue, long before the substantially oversubscribed 2010 Rights Issue was completed and should be recognised and rewarded with the opportunity to subscribe for Shares at $0.005, the same price at which the 2010 Rights Issue was completed. Given this purpose, the Directors do not consider that there is any material opportunity cost or benefit foregone to the Company issuing and allotting the shares to Dymocks Securities Pty Ltd;
the Board determined the number of shares to be issued to Dymocks Securities Pty Ltd pursuant to this Resolution and the issue price of the shares, based on the terms of the sub‐underwriting agreement between the Company and Dymocks Securities Pty Ltd, the level of commitment by Dymocks Securities Pty Ltd under the sub‐underwriting agreement and the issue price under the 2010 Rights Issue; and
other than the information set out in this Explanatory Statement, neither the Directors nor the Company are aware of any additional information that would be reasonably required by the shareholders to enable them to make a decision in relation to whether the issue(allotment) of the shares to Dymocks Securities Pty Ltd is in the best interests of the Company.

11

Resolution 8: Ratify the issue of the July Placement shares

Resolution 8 seeks shareholder ratification for the issue and allotment by the Company of 29,411,765 fully paid ordinary shares at an issue price of $0.0187 per share ( July Placement Shares ) on 15 July 2011 ( July Placement ) to Lydian Enterprises Pty Ltd and Capitalco Pty Ltd

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.

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 June Placement Shares the subject of Resolution 8:

the total number of July Placement Shares issued by the Company was 29,411,765 shares;
the July Placement Shares were issued at a price of $0.0187 per share, being the same issue price as the shares issued under the Rights Issue;
the July Placement Shares rank equally in all respects with the Company’s existing shares on issue;
the July Placement Shares were allotted to Lydian Enterprises Pty Ltd and Capitalco Pty Ltd. Directors of the Company, or their associates, did not participate in the placement;
the Company raised approximately $550,000 from the issue of the July Placement Shares which is to be used as general working capital; and
a voting exclusion statement is included in the Notice of Meeting.

Resolution 9: Ratify the issue of the October Placement Shares

Resolution 9 seeks shareholder ratification for the issue and allotment by the Company of 24,000,000 fully paid ordinary shares at an issue price of $0.025 per share on 11 October 2011 to clients of Bell Potter Securities Limited ( October Placement Shares ).

12

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.

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 October Shares the subject of Resolution 9:

the total number of October Placement Shares issued by the Company was 24,000,000 shares;
the October Placement Shares were issued at a price of $0.025 per share;
the October Placement Shares rank equally in all respects with the Company’s existing shares on issue;
the October Placement Shares were allotted to clients of Bell Potter Securities. Directors of the Company, or their associates, did not participate in the placement;
the Company raised $600,000 (gross) from the issue of the October Placement Shares which will be applied to the proposed launch and delivery of SmartTrans’ mobile telephone based software products and services in China; and
a voting exclusion statement is included in the Notice of Meeting.

13

14

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 SUNDAY 20 NOVEMBER 2011

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. Other than as stated overleaf, 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%.

Directed / available proxies which are in favour of the Chairman, and are at the proxy's discretion, will be voted in favour of the Chairman subject to Steps 1 and 2 overleaf.

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.

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.

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

H O L D I N G S L I M I T E D ACN 009 065 650

SmartTrans

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 Chairman of the Meeting. Do not insert your own name(s).

The Chairman of the Meeting OR

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 Tuesday, 22[nd] November 2011 at 11:00AM (EDST) and at any adjournment of that meeting.

(Step 1) Important for Item 1 – if the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you acknowledge that you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Item 1 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 1 (in Step 3 below), the Chairman of the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on that item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 3 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 1).

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on Item 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though item 1 is connected directly or indirectly with the remuneration of a member of key management personnel.

(Step 2) Important for Item 7 – if the Chairman of the Meeting is your proxy or is appointed as your proxy by default

If you appoint the Chairman as your Proxy, but do not wish to direct your Proxy how to vote on Item 7 (by marking the boxes in Step 3 below), you must place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of Item 7 and votes cast by him other than as proxy holder will be disregarded because of that interest. If you appoint the Chairman as your proxy, but do not mark this box, the Chairman will be unable to exercise your proxy vote and your votes will not be counted in computing the required majority if a poll is called on Item 7. If you appoint the Chairman as your proxy and place a mark in this box, the Chairman intends to exercise your proxy to vote in favour of that Item 7.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the resolutions and in favour of each of the other items of business, provided that in the case of Item 1 the above box (in Step 1) has been marked and in the case of Item 7 the above box (in Step 2) is marked.

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).

(Step 3) Proxy Voting Instructions

If you wish to instruct your proxy how to vote, insert a tick in the appropriate box, otherwise (and save for Items 1 and7 in the case of the Chairman which is addressed separately above) your proxy may vote or abstain from voting as he/she thinks fit.

Resolutions	For	Against	Abstain	*PLEASE NOTE:*If you mark
1. Remuneration Report 2. To re-elect Director John P C Forsyth AM				the Abstain box for a particular item, you are directing your proxy not to
3. To re-elect Director Mr Bryan Carr				vote on your behalf on a show of hands or on a poll
4. To re-elect Director Dr Geoff Raby 5. Approve the issue of shares to Canala Services Pty Ltd				and your votes will not be counted in computing the required majority on a poll.
6. Approve the issue of shares to Mr James Laurie
7. Approve the issue of shares to Dymocks Securities Pty Ltd
8. Ratify the issue of the July Placement Shares
9. Ratify the issue of the October Placement Shares

Dated this day of 2011

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 Name of Director (BLOCK LETTERS) (BLOCK LETTERS)

OR If the member is an individual or joint holders:

________ _______ Signature Signature