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4
November
2014

**ASX

ANNOUNCEMENT SUPPLEMENTARY
NOTICE
OF
ANNUAL
GENERAL
MEETING ISSUE
OF
OPTIONS**

SmartTrans
Holdings
Limited
(ASX:
SMA)
( Company )
provides
a
Supplementary
Notice
of
Annual General
Meeting
to
include
resolutions
in
relation
to
the
Placement
announced
to
the
market
on
30 October
2014.
The
Company
further
advises
that
a
total
of
10,000,000
Options
exercisable
at
$0.03 and
10,000,000
Options
exercisable
at
$0.04
have
been
issued
to
BBY
Limited
for
professional services
provided
to
the
Company
in
connection
with
the
Placement.

The
Supplementary
Notice
of
Annual
General
Meeting
and
Appendix
3B
in
relation
to
the
issue
of
the Options
are
attached.

For
and
on
behalf
of
SmartTrans
Holdings
Limited.

Further information please contact:

Bryan
Carr Managing
Director AUST:
+61
412
111
968 CHINA:
+86
138
1188
8401

Media
inquiries
to:
Ben
Jarvis,
Six
Degrees
Investor
Relations:
+61
413
150
448

**About

SmartTrans**

SmartTrans
Holdings
Limited
(ASX:
SMA)
is
a
leading
Australian
technology
and
software
provider
that
has
developed
a
mobile
and online
billing
and
payment
platform
for
the
China
market.
The
company
has
agreements
in
place
with China
Mobile,
CMPay, UnionPay
and
Alipay. With
the
growing
use
of
the
smartphone
as
a
billing
device
in
China,
the
company
is
experiencing
significant uptake
of
its
technology
in
that
market.
SmartTrans
has
also
developed
cutting-‐edge
proprietary
logistics
software
which
is
used
by some
of
Australia’s
leading
blue-‐chip
organisations
who
have
long
term
contracts
in
place
with
the
company.
SmartTrans
is
assessing growth
opportunities
for
its
logistic
offering
in
China
to
complement
its
mobile
and
online
payments
platform.

Beijing Melbourne Sydney 101, Building 22, Level 1 G.05 Courtyard 4 Gongti Bei Lu 10 Queens Road 55 Miller St Chaoyang District MELBOURNE PYRMONT BEIJING CBD, 100027 VIC 3004 NSW 2009 Ph: +86 (10) 6500 0910 Ph: (03) 9866 7333 Ph: (02) 9660 4564

SMARTTRANS HOLDINGS LIMITED

ACN 009 065 650

SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING

Notice was given on 21 October 2014 that the Annual General Meeting of shareholders of SmartTrans Holdings Limited ( SmartTrans or the Company ) will be held at Bayview Eden Hotel at 6 Queens Road, Melbourne VIC 3004 on Tuesday 18 November 2014 at 11.30am (AEDT) ( Meeting ).

This supplementary notice of Annual General Meeting ( Supplementary Notice ) is supplemental to and should be read in conjunction with the notice of meeting dated 21 October 2014 ( Original Notice ). The explanatory notes to this Supplementary Notice ( Explanatory Notes ) provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Notes and the supplementary proxy form accompanying the Supplementary Notice ( Supplementary Proxy Form ) forms part of this notice.

Unless otherwise indicated, terms defined and used in the Original Notice have the same meaning in this Supplementary Notice.

Notice is hereby given that the following additional Resolutions will be put to Shareholders at the Meeting.

BUSINESS OF THE MEETING

_____________

Resolution 4: Ratify the issue of 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 issue of 180,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Notes.”

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.

Resolution 5: Ratify the issue of 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 issue of a total of 20,000,000 Options on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by BBY Limited and 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.

Resolution 6: Approval for issue of Repayment Shares #1

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given for the issue of fully paid ordinary shares to Ocean Magic Investments Limited on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by Ocean Magic Investments Limited and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares in the Company, if Resolution 6 is passed, and 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.

Resolution 7: Approval for issue of Repayment Shares #2

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

Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by Ocean Magic Investments Limited and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares in the Company, if Resolution 7 is passed, and 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.

VOTING OPTIONS AND PROXIES

_____________

Shareholders may vote on the additional Resolutions 4, 5, 6 and 7 by attending the Meeting in person and voting, or by submitting a proxy vote.

Shareholders who wish to submit a proxy vote may do so by submitting the attached Supplementary Proxy Form which accompanies this Supplementary Notice, which includes Resolutions 4, 5, 6 and 7.

The inclusion of Resolutions 4, 5, 6 and 7 does not affect the validity of the proxy form attached to the Original Notice or any proxy votes made and received pursuant to that proxy form.

BY ORDER OF THE BOARD

David Thomson

Company Secretary 4 November 2014

Explanatory Notes

Notes on Business, in addition to the Business in the Original Notice

ITEM 4: Ratify the issue of Shares

Resolution 4 seeks shareholder ratification for the issue by the Company of 180,000,000 Shares at an issue price of $0.01 per share on or about 7 November 2014 .

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 an 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 Shares (to be issued as at the date of this Notice, but which will be issued on or about 7 November 2014 and therefore will be issued as at the date of the Meeting) subject of Resolution 4:

(a) the total number of Shares issued by the Company was 180,000,000 Shares;
(b) the Shares were issued at a price of $0.01 per Share;
(c) the Shares rank equally in all respects with the Company’s existing Shares on issue;
(d) the Shares were issued to sophisticated investor clients of BBY Limited ( BBY ). Related parties of the Company did not participate in the placement;
(e) the Company raised approximately $1,800,000 (gross) from the issue of the Shares, for use to fast‐track the growth and development of the Company’s proprietary mobile payments platform in China and to strengthen third party uptake of the platform with companies inside China and other international markets; and
(f) a voting exclusion statement is included in the Notice of Meeting.

The Directors recommend that Shareholders vote in favour of this Resolution.

ITEM 5: Ratify the issue of Options

Resolution 5 seeks shareholder ratification for the issue by the Company of a total of 20,000,000 options to acquire Shares ( Options ) on 4 November 2014 to BBY . 10,000,000 Options are exercisable at $0.03 on or before 9 September 2016 and 10,000,000 Options are exercisable at $0.04 on or before 9 September 2016. The Options were issued to BBY as part of the consideration payable to BBY for professional services provided to the Company.

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information

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

(a) the total number of Options issued by the Company was 20,000,000 Options;
(b) the Options were issued for non‐cash consideration to BBY as part of the consideration payable to BBY for professional services provided to the Company;
(c) 10,000,000 Options are exercisable at $0.03 per Share on or before 9 September 2016 and 10,000,000 Options are exercisable at $0.04 per Share on or before 9 September 2016. A summary of the key terms of the Options is set out in Schedule 1;
(d) the Options were issued to BBY in consideration for professional services in connection with the placement the subject of Resolution 4;
(e) the Options were issued for non‐cash consideration and as such no funds were raised from the grant of the Options. If all Options issued pursuant to Resolution 5 are exercised, total funds of $700,000 would be received by the Company; and
(f) a voting exclusion statement is included in the Notice of Meeting.

The Directors recommend that Shareholders vote in favour of this Resolution.

ITEM 6: Approval for issue of Repayment Shares #1

General

On 26 June 2014, the Company entered into a convertible loan deed with Ocean Magic Investments Limited (Hong Kong CRN 1621842) ( Ocean Magic ), pursuant to which Ocean Magic advanced a loan of $700,000 to the Company ( First Loan ).

Under the terms of the First Loan, the Company may elect to repay the First Loan by:

(a) the issue of Shares at a price equal to the lesser of:
(i) $0.0136; and
(ii) 85% of the VWAP of the Company’s Shares for the 3 trading days immediately preceding the date of issue;

( Share Repayment )

(b) bank cheque for the amount of the loan being repaid ( Cash Repayment ); or
(c) a combination of Share Repayment and Cash Repayment.

On 30 October 2014, the Company agreed with Ocean Magic to vary the First Loan so that a minimum floor price of $0.01 applies to any Shares issued pursuant to a Share Repayment.

The Company is seeking approval of Shareholders to issue sufficient Shares ( First Repayment Shares ) to repay the entire amount of the First Loan by way of Share Repayment. No election has yet been made by the Company, and depending on the Company’s requirements, the Company may elect to repay none or less than the full amount of the First Loan by way of a Share Repayment, in which case the Company will issue fewer Shares than the number for which approval is sought pursuant to this Resolution 6.

Listing Rule 7.1

The effect of Resolution 6 will be to allow the Directors to issue the First Repayment Shares to Ocean Magic, without those Shares being counted toward the Company’s 15% annual placement capacity under Listing Rule 7.1.

Technical Information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the issue price of each Share will be the lesser of:
(i) $0.0136; and
(ii) 85% of the VWAP of the Company’s Shares for the 3 trading days immediately preceding the date of issue, subject to the agreed minimum price of $0.01.

( Issue Price );

(b) the maximum number of Shares to be issued by the Company will be calculated based on the following formula:

$700,000 / Issue Price

eg: if the Issue Price is $0.01, the maximum number of First Repayment Shares to be issued will be 70,000,000 Shares

(c) if the Company elects to repay by conversion, the First Repayment Shares are anticipated to be issued on or before 23 November 2014 and, in any event, no later than 3 months after the date of the Meeting;
(d) the issue of the First Repayment Shares is expected to occur on one date and not progressively;
(e) the First Repayment Shares will be issued on the same terms as, and will rank equally with, all fully paid ordinary shares in the Company on issue;
(f) the Shares will be issued to Ocean Magic, who is not a related party of the Company;
(g) no funds will be raised from the issue of the Shares. The funds raised from the First Loan are being utilised by the Company to provide funding for general working capital; and
(h) a voting exclusion statement is included in the Notice of Meeting.

The Directors recommend that Shareholders vote in favour of Resolution 6.

ITEM 7: Approval for issue of Repayment Shares #2

General

On 21 August 2014, the Company entered into a convertible loan deed with Ocean Magic Investments Limited (Hong Kong CRN 1621842) ( Ocean Magic ), pursuant to which Ocean Magic advanced a further loan of $500,000 to the Company ( Second Loan ).

The Company may repay the Second Loan by:

(a) the issue of such number of Shares at a price equal to the lesser of:
(i) $0.0136; and
(ii) 85% of the VWAP of the Company’s Shares for the 3 trading days immediately preceding the date of issue

( Share Repayment );

(b) bank cheque for the amount of the loan being repaid ( Cash Repayment ); or
(c) a combination of Share Repayment and Cash Repayment.

The Company is seeking approval of Shareholders to issue sufficient Shares ( Second Repayment Shares ) to repay the entire amount of the Second Loan by way of Share Repayment. No election has yet been made by the Company, and depending on the Company’s requirements, the Company may elect to repay none or less than the full amount of the Second Loan by way of a Share Repayment, in which case the Company will issue fewer Shares than the number for which approval is sought pursuant to this Resolution 7.

Listing Rule 7.1

The effect of Resolution 7 will be to allow the Directors to issue the Second Repayment Shares to Ocean Magic, without those Shares being counted toward the Company’s 15% annual placement capacity under Listing Rule 7.1.

Technical Information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the issue price of each Share will be the lesser of:
(i) $0.0136; and

(ii) 85% of the VWAP of the Company’s Shares for the 3 trading days immediately preceding the date of issue

( Issue Price );

(b) the maximum number of Shares to be issued by the Company will be calculated based on the following formula:

$500,000 / Issue Price

i. if the Issue Price is $0.0085, the maximum number of Second Repayment Shares to be issued will be 58,823,529 Shares;

ii. if the Issue Price is $0.01, the maximum number of Second Repayment Shares to be issued will be 50,000,000 Shares; or

iii. if the Issue Price is $0.0115, the maximum number of Second Repayment Shares to be issued will be 43,478,260;

(c) the Second Repayment Shares are anticipated to be issued on or about 21 December 2014 and, in any event, no later than 3 months after the date of the Meeting;

(d) the issue of the Second Repayment Shares is expected to occur on one date and not progressively;
(e) the Second Repayment Shares will be issued on the same terms as, and will rank equally with, all Shares in the Company on issue;
(f) the Second Repayment Shares will be issued to the Ocean Magic, who is not a related party of the Company;
(g) no funds will be raised from the issue of the Second Repayment Shares. The funds raised from the Second Loan are being utilised by the Company to provide funding for general working capital; and
(h) a voting exclusion statement is included in the Notice of Meeting.

The Directors recommend that Shareholders vote in favour of Resolution 7.

Chairman’s Voting Intention

The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions.

Schedule 1 Terms and conditions of options – Resolution 6

The terms and conditions of the Options the subject of Resolution 6 are as follows:

(a) Entitlement

Each Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.

(b) Option Period

The Options will expire at 5.00pm EST on 9 September 2016. Subject to clause (f), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(c) Escrow

(1) The Options are subject to an escrow period of 6 months from the date of issue.
(2) The Options are issued pursuant to an agreement between BBY and the Company in respect of the provision of professional services by BBY. If BBY terminates that agreement at any time before 9 September 2015, other than for a material breach by the Company which has not been rectified within 10 business days after notice from BBY to do so, then the Company may cancel all of the Options except for the proportion of the Options equal to the proportion of one year that has expired between 9 September 2014 and the date of termination.
(3) No Options may be exercise while they are liable for cancellation under item (c)(2) above.

(d) Ranking of Share Issued on Exercise of Option

Each Share issued as a result of the exercise of any Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of issue.

(e) Voting

A registered owner of an Option ( Option Holder ) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, a member of the Company.

(f) Transfer of an Option

Options are transferable at any time prior to the expiry date. This right is subject to any restrictions on the transfer of Options that may be imposed by the Corporations Act or ASX.

(g) Method of Exercise of an Option

(1) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ( Notice of Exercise of Options ). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of Ordinary Shares in the capital of the Company to be issued.
(2) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed.
(3) The exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
(4) Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
(5) The Company will within 3 business days from the date of issue of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(6) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h) ASX Listing

(1) The Options will be unlisted.
(2) Following the exercise of an Option, the Company will apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

(i) Reconstruction

In the event of a reconstruction (including a consolidation, sub‐division, reduction or return) of the issued capital of the Company, all rights of the Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

(j) Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least nine (9) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options Exercise Price or Number of Underlying Shares

There are no rights to change the exercise price of the Options or the number of underlying Shares.

SmartTrans Holdings Limited ABN 86 009 065 650

Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 SMA MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online



Go to www.investorvote.com.au or scan the QR Code with your mobile device.
• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 11:30am (AEDT) Sunday, 16 November 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing 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 percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the 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, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of SmartTrans Holdings Ltd hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of SmartTrans Holdings Ltd to be held at Bayview Eden Hotel at 6 Queens Road, Melbourne, Victoria on Tuesday, 18 November 2014 at 11.30am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention below) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.


Resolution	2	Remuneration Report
Resolution	3	Re-election of Director - Dr Geoffrey Raby
Resolution	4	Ratify the issue of Shares
Resolution	5	Ratify the issue of Options
Resolution	6	Approval for issue of Repayment Shares #1
Resolution	7	Approval for issue of Repayment Shares #2

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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S M A

1 9 1 0 0 4 A

Rule
2.7,
3.10.3,
3.10.4,
3.10.5

**Appendix

3B**

**New

issue
announcement, application
for
quotation
of
additional
securities and
agreement**

_Information
or
documents
not
available
now
must
be
given
to
ASX
as
soon
as
available.

Information
and documents
given
to
ASX
become
ASX’s
property
and
may
be
made
public._

Introduced
01/07/96
Origin:
Appendix
5
Amended
01/07/98,
01/09/99,
01/07/00,
30/09/01,
11/03/02,
01/01/03,
24/10/05,
01/08/12, 04/03/13

Name
of
entity

**SmartTrans

Holdings
Limited**

ABN 86
009
065
650

We
(the
entity)
give
ASX
the
following
information.

**Part

1
-‐
All
issues**

You
must
complete
the
relevant
sections
(attach
sheets
if
there
is
not
enough
space).

1 +Class
of +securities
issued
or
to Unlisted
options
to
acquire
ordinary
fully
paid be
issued shares
2 Number
of[+] securities
issued
or
to 20,000,000 be
issued
(if
known)
or
maximum number
which
may
be
issued

11526743.2

NSY
NSY

See
chapter
19
for
defined
terms.

04/03/2013 ME_116245203_1
(W2003x)

Appendix
3B
Page
1

3 Principal
terms
of
the[+] securities The
unlisted
options
have
been
granted (e.g.
if
options,
exercise
price
and pursuant
to
a
Marketing
&
Equity
Capital expiry
+securities,
date; if
the partly
amount
paid Markets
Mandate
between
BBY
Limited
and the
Company
as
announced
to
the
ASX
on
15
outstanding
and
due
dates
for + September
payment; if convertible securities,
the
conversion
price Terms
of
the
options
are
as
follows:
and
dates
for
conversion) 1. 10,000,000 Exercise
Price:
$0.03 Expiry
Date:
9
September
2016
1. 10,000,000 Exercise
  Price:
  $0.04 Expiry
  Date:
  9
  September
  2016

Both
tranches
of
options
are
to
be escrowed
for
a
period
of
6
months
from the
date
of
issue. Both
tranches
of
options
are
also
subject
to termination
if
within
one
year
from
the date
of
the
mandate
agreement,
BBY terminates
the
agreement.

4 Do
the[+] securities
rank
equally
in all
respects
from
the[+] issue
date with
an
existing[+] class
of
quoted +securities?

No.
However,
ordinary
fully
paid
shares
issued to
optionholders
on
exercise
of
the
unlisted options
will
rank
equally
with
the
existing
fully paid
shares
from
the
date
of
allotment.

If
the
additional[+] securities
do
not rank
equally,
please
state:

the
date
from
which
they
do
the
extent
to
which
they participate for the next dividend,
(in
the
case
of
a trust,
distribution)
or
interest payment
the
extent
to
which
they
do not
rank
equally,
other
than
in relation
to
the
next
dividend, distribution or interest payment
5 Issue
price
or
consideration

Nil

ME_116245203_1
(W2003x)

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.	The unlisted options have been granted pursuant to a Marketing & Equity Capital Markets Mandate between BBY Limited and the Company as announced to the ASX on 15 September 2014.

	No.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

11526743.2

NSY
NSY

See
chapter
19
for
defined
terms.

04/03/2013 ME_116245203_1
(W2003x)

Appendix
3B
Page
3

6h If[+] securities
were
issued
under Not
applicable. rule 7.1A for non-‐cash consideration,
state
date
on
which valuation
of
consideration
was released to ASX Market Announcements 6i Calculate
the
entity’s
remaining Not
applicable. issue
capacity
under
rule
7.1
and rule
7.1A
–
complete
Annexure
1 and release to ASX Market Announcements 7 +Issue
dates 4
November
2014 Note:
The
issue
date
may
be
prescribed
by
ASX (refer
to
the
definition
of
issue
date
in
rule 19.12).
For
example,
the
issue
date
for
a
pro
rata entitlement issue must comply with the applicable
timetable
in
Appendix
7A. Cross
reference:
item
33
of
Appendix
3B. + Number Class 8 Number and +class of all 1,628,183,299 Fully paid ordinary +securities quoted on ASX shares ( including the[+] securities
in
section 2
if
applicable) + Number Class 9 Number and +class of all 20,000,000 Unlisted
Options +securities
not
quoted
on
ASX ( including the +securities in section
2
if
applicable) 10 Dividend
policy
(in
the
case
of
a No
change trust,
distribution
policy)
on
the increased
capital
(interests)

**Part

2
-‐
Pro
rata
issue**

11 Is security holder approval Not
applicable. required? 12 Is
the
issue
renounceable
or
non-‐ Not
applicable. renounceable? 13 Ratio
in
which
the[+] securities
will Not
applicable. be
offered

ME_116245203_1
(W2003x)

14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

11526743.2

NSY
NSY

See
chapter
19
for
defined
terms.

04/03/2013 ME_116245203_1
(W2003x)

Appendix
3B
Page
5

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance?
	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

	Not applicable.

See
chapter
19
for
defined
terms.

11526743.2

NSY
NSY

Appendix
3B
Page
6 ME_116245203_1
(W2003x)

04/03/2013

32 How
do
security
holders
dispose
of their
entitlements
(except
by
sale through
a
broker)?

Not
applicable.

33 +Issue
date

Not
applicable.

**Part

3
-‐
Quotation
of
securities**

You
need
only
complete
this
section
if
you
are
applying
for
quotation
of
securities

34 Type
of[+] securities ( tick
one )
(a) +Securities
described
in
Part
1
(b)[All
other
][+][securities
]

Example:
restricted
securities
at
the
end
of
the
escrowed
period,
partly
paid
securities
that
become
fully
paid,
employee incentive
share
securities
when
restriction
ends,
securities
issued
on
expiry
or
conversion
of
convertible
securities

**Entities

that
have
ticked
box
34(a)**

**Additional

securities
forming
a
new
class
of
securities**

Tick
to
indicate
you
are
providing
the
information
or documents

35[If
the
] additional[+][securities
are
][+] securities,
and
the
number
and
percentage
of
additional[+][equity
securities,
the
names
of
the
20
largest
holders
of
the
][+] securities
held by
those
holders
36 +[If
the
] securities
setting
out
the
number
of
holders
in
the
categories[+][securities
are
][+][equity
securities,
a
distribution
schedule
of
the
additional
] 1
-‐
1,000
1,001
-‐
5,000
5,001
-‐
10,000 10,001
-‐
100,000 100,001
and
over
37[A
copy
of
any
trust
deed
for
the
additional
][+][securities
]

11526743.2

NSY
NSY

See
chapter
19
for
defined
terms.

04/03/2013 ME_116245203_1
(W2003x)

Appendix
3B
Page
7

Entities that have ticked box 34(b) 38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing +class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)








	Number	+Class

11526743.2

NSY
NSY

See
chapter
19
for
defined
terms. Appendix
3B
Page
8 ME_116245203_1
(W2003x)

04/03/2013

AI assistant

ORCODA LIMITED — AGM Information 2014

65482_rns_2014-11-03_d203944b-65ff-4c97-b5be-2e6c4753d157.pdf

**ASX

**About

ACN 009 065 650

SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING

BUSINESS OF THE MEETING

Resolution 4: Ratify the issue of Shares

Resolution 5: Ratify the issue of Options

Resolution 6: Approval for issue of Repayment Shares #1

VOTING OPTIONS AND PROXIES

David Thomson

Notes on Business, in addition to the Business in the Original Notice

ITEM 4: Ratify the issue of Shares

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information

ITEM 5: Ratify the issue of Options

ASX Listing Rule 7.1

Specific Disclosure of Information

ITEM 6: Approval for issue of Repayment Shares #1

General

( Share Repayment )

Listing Rule 7.1

Technical Information required by Listing Rule 7.3

( Issue Price );

$700,000 / Issue Price

ITEM 7: Approval for issue of Repayment Shares #2

General

( Share Repayment );

Listing Rule 7.1

Technical Information required by Listing Rule 7.3

( Issue Price );

Chairman’s Voting Intention

Schedule 1 Terms and conditions of options – Resolution 6

(a) Entitlement

(b) Option Period

(c) Escrow

(d) Ranking of Share Issued on Exercise of Option

(e) Voting

(f) Transfer of an Option

(g) Method of Exercise of an Option

(h) ASX Listing

(i) Reconstruction

(j) Participation in New Share Issues

(k) No Change of Options Exercise Price or Number of Underlying Shares

Lodge your vote:

Online:



By Mail:

For all enquiries call:

Proxy Form

Vote and view the annual report online

Your access information that you will need to vote:

 For your vote to be effective it must be received by 11:30am (AEDT) Sunday, 16 November 2014

How to Vote on Items of Business

Appointment of Proxy

Signing Instructions for Postal Forms

Attending the Meeting

GO ONLINE TO VOTE,  or turn over to complete the form



Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

the Chairman of the Meeting

OR

Items of Business 

SIGN

Signature of Securityholder(s) This section must be completed.

**Appendix

**New

**SmartTrans

**Part

**Part

**Part

**Entities

**Additional

ORCODA LIMITED AGM Information 2014