ORCODA LIMITED — AGM Information 2014

Oct 20, 2014

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21 October 2014

NOTICE OF AGM AND PROXY FORM

Please find as follows the SmartTrans Holdings notice of the Annual General Meeting and Proxy form.

Further information please contact: David Thomson CFO / Company Secretary AUST: +61 478 767 097

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**

**NOTICE

OF
ANNUAL
GENERAL
MEETING**

Notice
is
hereby
given
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 ).

The
Explanatory
Notes
to
this
Notice
provides
additional
information
on
matters
to
be
considered
at
the Annual
General
Meeting.
The
Explanatory
Notes
and
the
Proxy
Form
form
part
of
this
notice.

**BUSINESS

OF
THE
MEETING**

_____________

**Item

1:
Financial
Statements
and
Reports**

To
receive
and
consider
the
Financial
Report,
the
Directors’
Report
and
the
Auditor’s
Report
for
the
year
ended 30
June
2014.

**Item

2:
Remuneration
Report**

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

“To
adopt
the
Remuneration
Report
for
the
year
ended
30
June
2014.”

Notes:

• (i) In
  accordance
  with
  section
  250R
  of
  the
  Corporations
  Act
  2001,
  the
  vote
  on
  this
  resolution
  will
  be advisory
  only
  and
  will
  not
  bind
  the
  directors
  or
  the
  Company.

• (ii) A
  voting
  exclusion
  statement
  applies
  to
  this
  resolution
  (see
  Explanatory
  Notes
  for
  details).

**Item

3:
Re-­‐election
of
Director
–
Dr
Geoffrey
Raby**

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

“That
Dr
Geoffrey
Raby,
being
a
director
who
is
retiring
in
accordance
with
clause
13.2
of
the
Company’s constitution
and
Listing
Rule
14.4,
and
being
eligible,
offers
himself
for
re-­‐election,
be
re-­‐elected
as
a
director
of the
Company.”

**ENTITLEMENT

TO
VOTE**

_____________

The
Directors
have
determined
pursuant
to
regulation
7.11.37
of
the
Corporations
Regulations
2001
(Cth)
that
the
persons eligible
to
vote
at
the
Meeting
are
those
who
are
registered
shareholders
of
the
Company
as
at
11.30am
(AEDT)
on
Sunday 16
November
2014 ( Entitlement
Time ).

This
means
that
if
you
are
not
the
registered
holder
of
a
share
in
the
Company
at
the
Entitlement
Time,
you
will
not
be entitled
to
attend
and
vote
at
the
Meeting.

**ANNUAL

REPORT**

_____________

Copies
of
the
Company’s
full
Annual
Report
may
be
accessed
at
our
website
www.smarttrans.com.au
and
clicking
on
the Investor
Information
tab.

**VOTING

OPTIONS
AND
PROXIES**

_____________

If
you
do
not
plan
to
attend
the
meeting
in
person,
you
are
encouraged
to
complete
and
return
the
Proxy
Form
which accompanies
this
Notice
of
Annual
General
Meeting.

**Voting

by
Proxy**

A
shareholder
who
is
entitled
to
attend
and
vote
at
this
Meeting
is
entitled
to
appoint
not
more
than
2
proxies
to
attend and
vote
in
place
of
the
member.

If
the
shareholder
appoints
2
proxies,
the
shareholder
may
specify
the
proportion
or
number
of
votes
each
proxy
is
entitled to
exercise.
If
no
proportion
or
number
of
votes
is
specified,
each
proxy
may
exercise
half
of
the
shareholder’s
votes.
If
the specified
proportion
or
number
of
votes
exceed
that
which
the
shareholder
is
entitled
to,
each
proxy
may
exercise
half
of the
shareholder’s
votes.
Any
fractions
of
votes
brought
about
by
the
apportionment
of
votes
to
a
proxy
will
be disregarded.

A
proxy
need
not
be
a
shareholder
of
the
Company.
A
body
corporate
appointed
as
a
shareholder’s
proxy
may
appoint
a representative
to
exercise
any
of
the
powers
the
body
may
exercise
as
a
proxy
at
the
Meeting.
The
representative
should bring
to
the
Meeting
evidence
of
his
or
her
appointment,
including
any
authority
under
which
the
appointment
is
signed, unless
it
has
previously
been
given
to
the
Company.

Subject
to
the
specific
proxy
provisions
applying
to
Item
2
(see
the
Explanatory
Notes
below):

-­‐ If
a
shareholder
has
not
directed
their
proxy
how
to
vote,
the
proxy
may
vote
as
the
proxy
determines,
and -­‐ If
a
shareholder
appoints
the
Chairman
of
the
Meeting
as
proxy
and
does
not
direct
the
Chairman
how
to
vote
on an
item
of
business,
the
Chairman
will
vote
in
accordance
with
his
voting
intention
as
stated
in
this
Notice
of Meeting,
namely
in
favour
of
each
of
the
proposed
resolutions
set
out
in
the
Notice
of
Meeting.

**Proxy

Voting
by
the
Chairman**

For
Item
2
(Remuneration
Report),
where
the
Chairman
is
appointed
as
a
shareholder’s
proxy
and
that
shareholder
has
not specified
the
way
in
which
the
Chairman
is
to
vote
on
Item
2,
the
shareholder
is
directing
the
Chairman
to
vote
in accordance
with
the
Chairman’s
voting
intentions
for
this
item
of
business.

The
Chairman
intends
to
vote
all
undirected
proxies
in
favour
of
the
resolutions
put
in
the
Notice
of
Meeting.

**Proxy

Forms**

To
be
effective,
the
Proxy
Form
must
be
completed,
signed
and
lodged
(together
with
the
relevant
original
power
of attorney
or
a
certified
copy
if
the
proxy
is
signed
by
an
attorney)
with
the
Company’s
share
registry,
as
an
original
or
by facsimile, no
later
than 11.30am
(AEDT)
on
Sunday
16
November
2014
( Proxy
Deadline ).

Proxy
forms
may
be
submitted
in
one
of
the
following
ways:

• (i) By
  mail to
  Computershare
  Investor
  Services
  Pty
  Ltd
  using
  the
  reply
  paid
  envelope
  or
  GPO
  Box
  242, Melbourne
  VIC

• Please
  allow
  sufficient
  time
  so
  that
  it
  reaches
  Computershare
  Investor
  Services
  Pty
  Ltd by
  the
  Proxy
  Deadline;

• (ii) By
  fax to
  Computershare
  Investor
  Services
  Pty
  Ltd
  on
  +1800
  783
  447
  (within
  Australia)
  or
  +61
  3
  9473
  2555 (outside
  Australia);

• (iii) Online via
  the
  Company’s
  Share
  Registry
  website
  at
  www.investorvote.com.au
  or
  via
  your
  mobile
  phone using
  your
  QR
  code.
  Please
  refer
  to
  the
  Proxy
  Form
  for
  more
  information;
  or

• (iv) By
  hand
  delivery to
  Computershare
  at
  Level
  4,
  60
  Carrington
  Street,
  Sydney
  NSW

Proxy
Forms
and
Powers
of
Attorney
must
be
received
by
the
Proxy
Deadline.

**CORPORATE

REPRESENTATIVES**

_____________

Where
a
shareholding
is
registered
in
the
name
of
a
corporation,
the
corporate
shareholder
may
appoint
a
person
to
act
as its
representative
to
attend
the
meeting
by
providing
that
person
with:

• (i) a
  letter
  or
  certificate
  authorising
  him
  or
  her
  as
  the
  corporation’s
  representative,
  executed
  in
  accordance with
  the
  corporation’s
  constitution;
  or

• (ii) a
  copy
  of
  the
  resolution
  appointing
  the
  representative,
  certified
  by
  a
  secretary
  or
  director
  of
  the corporation.

BY

ORDER
OF
THE
BOARD

David
Thomson Company
Secretary 13
October
2014

**Explanatory

Notes**

**Notes

on
Business**

**ITEM

1
–
Financial
Statements**

As
required
by
section
317
of
the Corporations
Act
2001 Cth
( Corporations
Act )
the
financial
report,
directors’
report
and auditor’s
report
of
the
Company
for
the
most
recent
financial
year
will
be
presented
to
the
meeting.
The
financial
report contains
the
financial
statements
of
SmartTrans
Holdings
Limited.
As
permitted
by
the
Corporations
Act,
a
printed
copy
of the
Annual
Report
has
been
sent
only
to
those
shareholders
who
have
elected
to
receive
a
printed
version.

There
is
no
requirement
for
a
formal
resolution
on
this
item.

The
Chairman
of
the
meeting
will
allow
a
reasonable
opportunity
at
the
meeting
for
shareholders
to
ask
questions
about
or make
comments
on
the
management
of
the
Company.

Shareholders
will
also
be
given
a
reasonable
opportunity
at
the meeting
to
ask
the
Company’s
auditor,
RSM
Bird
Cameron
Partners,
questions
about
its
audit
report,
the
conduct
of
its audit
of
the
Company’s
financial
report
for
the
year
ended
30
June
2014,
the
preparation
and
content
of
its
audit
report, the
accounting
policies
adopted
by
the
Company
in
its
preparation
of
the
financial
statements
and
the
independence
of, RSM
Bird
Cameron
Partners
in
relation
to
the
conduct
of
the
audit.

Shareholders
may
submit
written
questions
to
RSM
Bird
Cameron
Partners
to
be
answered
at
the
meeting,
provided
the question
is
relevant
to
the
content
of,
RSM
Bird
Cameron
Partners’
audit
report
or
the
conduct
of
the
audit
of
the company’s
financial
report
for
the
year
ended
30
June
2014.

Written
questions
must
be
received
no
later
than
5.00pm
(AEDT)
on
Wednesday
12
November
2014.

Any
written questions
to
RSM
Bird
Cameron
Partners
can
be
sent
to
Computershare
Investor
Services
Pty
Ltd,
GPO
Box
242,
Melbourne VIC
3001
(or
by
Fax:
on
+1800
783
447
(within
Australia)
or
+61
3
9473
2555
(outside
Australia)).

**ITEM

2
–
Adoption
of
remuneration
report**

**2.1

Reasons
for
Resolution**

In
accordance
with
section
300A
of
the
Corporations
Act the
Company
has
proposed
a
remuneration
report
for
the consideration
of
shareholders.

As
provided
by
section
250R(3)
of
the
Corporations
Act,
the
resolution
on
this
item
of
business
is
advisory
only
and
does not
bind
the
board
or
the
Company.

The
objective
of
the
Company's
executive
reward
framework
is
to
ensure
reward
for
performance
is
competitive
and appropriate
for
the
results
delivered.
The
framework
aligns
executive
reward
with
achievement
of
strategic
objectives
and the
creation
of
value
for
shareholders,
and
conforms
with
market
practice
for
delivery
of
reward.

In
summary,
the
remuneration
report
in
the
Annual
Report:

• explains
  the
  principles
  used
  for
  determining
  the
  nature
  and
  amount
  of
  remuneration
  of
  directors
  and
  senior managers
  of
  the
  Company;

• outlines
  the
  role
  of
  the
  Remuneration
  and
  Nomination
  Committee;

• sets
  out
  remuneration
  details
  for
  each
  director
  and
  senior
  executive
  of
  the
  Company
  (including
  the
  value
  of
  any options
  granted
  to
  those
  persons);

• outlines
  service
  contracts
  of
  key
  management
  personnel;
  and

• provides
  details
  of
  options
  granted
  to
  directors
  and
  key
  management
  personnel.

**2.2 Voting

Exclusion
Statement**

As
required
by
the
Corporations
Act,
the
Company
will
disregard
any
votes
cast
on
Item
2
by
any
member
of
the Company’s
Key
Management
Personnel
( KMP )
or
a
Closely
Related
Party
of
any
such
member
unless
the
person:

• (i) votes
  as
  a
  proxy
  appointed
  by
  writing
  that
  specifies
  how
  the
  person
  is
  to
  vote
  on
  the
  resolutions;
  or (ii) is
  the
  Chairman
  of
  the
  Meeting
  and
  votes
  as
  a
  proxy
  appointed
  by
  writing
  that
  authorises
  the
  Chairman
  to
  vote on
  the
  resolutions
  even
  though
  that
  resolution
  is
  connected
  with
  the
  remuneration
  of
  a
  member
  of
  the Company’s
  KMP.

What
this
means
for
shareholders: If
you
intend
to
appoint
a
member
of
the
KMP
(such
as
one
of
the
directors)
as
your proxy,
please
ensure
that
you
direct
them
how
to
vote
on
the
proposed
resolution
in
Item
2.
If
you
intend
to
appoint
the Chairman
of
the
Meeting
as
your
proxy,
you
can
direct
him
how
to
vote
by
marking
the
boxes
for
Item
2
(for
example,
if you
wish
to
vote
for,
against
or
abstain
from
voting),
or
you
can
choose
not
to
mark
any
of
the
boxes
for
Item
2
and
give the
Chairman
your
express
authority
to
vote
your
undirected
proxy
(in
which
case
the
Chairman
will
vote
in
favour
of
this item
of
business).

**Director

Recommendation**

Directors
recommend
that
Shareholders
vote
in
favour
of
this
item.

**ITEM

3
–
Retirement
and
Re-­‐election
of
Directors**

In
accordance
with
the
Company’s
Constitution
an
election
of
directors
must
be
held
at
each
Annual
General
Meeting.
The constitution
states
that
one-­‐third
of
all
directors
must
retire
and
offer
themselves
for
re-­‐election,
excluding
the
Managing Director
and
directors
appointed
during
the
year
by
the
Board.

If
no
directors
are
scheduled
to
be
elected
by
virtue
of
the ASX
Listing
Rules
or
the
constitution,
then
one-­‐third
of
directors
must
still
retire
and
be
re-­‐elected
by
the
members
of
the Company.
Normally,
this
would
be
the
director
(other
than
the
Managing
Director)
who
has
held
office
the
longest
since being
appointed
or
last
being
elected.

Listing
Rule
14.4
states
that
no
director
is
entitled
to
hold
office
without
re-­‐election
past
the
third
AGM
following
the director’s
appointment
or
three
years,
whichever
is
longer.
Dr
Geoffrey
Raby
was
appointed
as
a
director
on
22
November 2011
and
therefore
must
retire
and
be
re-­‐elected
at
this
AGM.

Details
of
Dr
Raby
are
set
out
below.

Dr
Raby
is
the
current
Chairman
of
the
Board.

Dr
Raby
is
the
Chairman
and
CEO
of
Geoff
Raby
&
Associates,
a
Beijing-­‐based
business
advisory
firm.
In
addition
to
his
roles at
Geoff
Raby
&
Associates,
Dr
Raby
is
an
Independent
Director
on
the
boards
of
Fortescue
Mining
Group,
Yancoal
Australia and
OceanaGold.
Dr
Raby
was
the
Australian
Ambassador
to
China
from
February
2007
to
August
2011
and
Deputy Secretary
of
the
Australian
Department
of
Foreign
Affairs
and
Trade
from
November
2002
to
November
2006.

Dr
Raby
is
also
a
member
of
the
Australian
Education
Minister’s
International
Advisory
Council,
a
Vice
Chancellor’s Professorial
Fellow
at
Australia’s
Monash
University
and
a
Guest
Professor
of
Nankai
University,
Tianjin
China.
In
February 2013
he
was
appointed
an
Honorary
Citizen
of
Chengdu,
capital
of
China’s
Sichuan
Province.

**Director

Recommendation**

Directors
(with
Dr
Raby
abstaining)
recommend
that
Shareholders
vote
in
favour
of
this
item.

**Chairman’s

Voting
Intention**

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

GLOSSARY

AEDT means
Australian
Eastern
Daylight
Time
as
observed
in
Melbourne,
Australia.

Annual
General
Meeting or Meeting means
the
meeting
convened
by
the
Notice

ASX means
ASX
Limited

ASX
Listing
Rules means
the
Listing
Rules
of
the
ASX

Board means
the
current
board
of
directors
of
the
Company

Closely
Related
Party has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act

Company means
SmartTrans
Holdings
Limited
(ACN
000
065
650)

Constitution means
the
Company’s
Constitution

Corporations
Act means
the Corporations
Act
2001 (Cth)

Directors means
the
current
directors
of
the
Company

Explanatory
Notes means
the
Explanatory
Notes
accompanying
the
Notice

Key
Management
Personnel has
the
meaning
as
defined
in
section
9
of
the
Corporations
Act

Notice or Notice
of
Meeting or Notice
of
Annual
General
Meaning means
this
notice
of
annual
general
meaning
and
the explanatory
notes
accompanying
the
Notice
and
the
Proxy
Form

Proxy
Form means
the
proxy
form
accompanying
the
Notice

Remuneration
Report means
the
remuneration
report
set
out
in
the
Director’s
Report
section
of
the
Company’s
annual financial
report
for
the
year
ended
30
June
2014

Resolutions means
the
resolutions
set
out
in
the
Notice,
or
any
one
of
them,
as
the
context
requires

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

Shareholder means
a
holder
of
a
Share

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

 PLEASE NOTE: Leave this box blank if OR 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.

Item 2 Remuneration Report Item 3 Re-election of Director – Dr Geoffrey Raby

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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