ORCODA LIMITED — AGM Information 2018

Jul 5, 2018

SMARTTRANS HOLDINGS LIMITED

ACN 009 065 650

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Shareholders of SmartTrans Holdings Limited ( SmartTrans or the Company ) will be held at Vodafone QLD, Level 2, 139 Coronation Drive, MILTON QLD 4064 on Tuesday 7 August 2018 at 11.00am (AEST) ( Meeting ).

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

BUSINESS OF THE MEETING

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ITEM 1: Change of Company name

To consider and, if thought fit, pass the following as a special resolution:

“That, for the purposes of sections 157(1) and 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the name of the Company to be changed to Orcoda Limited, and for all references to the Company’s name in the Constitution to be replaced with references to Orcoda Limited, with effect from when the Australian Securities and Investments Commission alters the details of the Company’s registration in accordance with the Corporations Act.”

ITEM 2: Approval of Issue of Shares to The Hon. Mark Vaile AO in lieu of Director’s fees

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 20,300,813 Shares (on a pre-Consolidation basis) at a deemed issue price of 0.4 cents each to The Hon. Mark Vaile AO or his nominee(s) on the terms and conditions set out in the Explanatory Notes.”

Voting exclusion: The Company will disregard any votes cast in favour of this resolution by The Hon M. Vaile or his nominee(s), 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.

ITEM 3: Approval of Issue of Shares to Mr Brendan Mason in lieu of Director’s fees

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 26,193,494 Shares (on a pre-Consolidation basis) at a deemed issue price of 0.4 cents each to Mr Brendan Mason or his nominees(s) on the terms and conditions set out in the Explanatory Notes.”

Voting exclusion : The Company will disregard any votes cast in favour of this resolution by Mr Mason or his nominee(s), 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.

ITEM 4: Approval of Issue of Shares to Mr Yui (Ian) Tang in lieu of Director’s fees

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the issue of 7,945,313 Shares (on a pre-Consolidation basis) at a deemed issue price of 0.4 cents each to Mr Yui (Ian) Tang or his nominee(s) on the terms and conditions set out in the Explanatory Notes.”

Voting exclusion : The Company will disregard any votes cast in favour of this resolution by Mr Tang or his nominee(s), 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.

ITEM 5: Approval for Issue of Performance Rights to Brendan Mason

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

“That, for the purposes of Listing Rule 10.11, section 200B of the Corporations Act, and for all other purposes approval is given for the Company to grant 27,666,667 Performance Rights ( Director Performance Rights ) for nil consideration to Mr Brendan Mason on the terms and conditions in the Explanatory Notes is hereby approved.”

Voting Exclusion: The Company will disregard any votes cast in favour of this resolution by Mr Brendan Mason and 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.

ITEM 6: Approval of Consolidation

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

“That, pursuant to section 254H(1) of the Corporations Act 2001 (Cth), and for all other purposes, the issued capital of the Company be consolidated on the basis that every 75 Shares be consolidated into 1 Share to take effect on the Consolidation Date, and otherwise on the terms and conditions as summarised in the Explanatory Notes.”

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ENTITLEMENT TO VOTE

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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 7pm (AEST) on 5 August 2018 ( 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 vote at the Meeting.

VOTING OPTIONS AND PROXIES

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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.

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

The Chairman intends to vote all undirected proxies in favour of the resolutions 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 11am (AEST) on 5 August 2018 ( 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 3001. 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 2000.

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

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CORPORATE REPRESENTATIVES

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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

Julian Rockett Company Secretary 6 July 2018

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Explanatory Notes

ITEM 1 - Approval of change of Company name

Reasons for the proposed change

Section 157(1) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name and the company lodges an application in the prescribed form with ASIC.

Item 1 seeks the approval of Shareholders for the Company to change its name from SmartTrans Holdings Limited to Orcoda Limited, and to amend the Constitution to reflect the change of name. The Board considers that the change of name will reflect the Company’s future direction and support its organisational and operating structure.

Item 1 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

If Item 1 is approved by Shareholders, the proposed name change of the Company will be lodged with ASIC. The change of name will take effect when ASIC alters the details of the Company’s registration. If Shareholders approve

Item 1 is approved by Shareholders, the Company’s ASX code will change from “SMA” to “ODA”.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Item 1.

ITEMS 2, 3 and 4 - Approval of Issue of Shares to Directors in lieu of fees

Introduction

In order to help preserve the Company’s Cash reserves, several directors have agreed to accept Shares in the Company in satisfaction of outstanding director’s fees.

Items 2, 3 and 4 seek Shareholder approval for the issue of a total of 54,439,620 Shares at a deemed issue price of 0.4 cents each to several Directors of the Company, in lieu of a portion Director’s fees and executive remuneration for the periods as shown below.

The Company proposes to issue the following Shares in lieu of director’s fees:

Name	Number of shares	Value (at deemed issue price of $0.004 per Shares)	Outstanding Director’s Fees satisfied by issue	Accrued entitlement period
The Hon. Mark Vaile AO	20,300,813	$81,203	100%	June 2017 – June 2018
Mr Brendan Mason	26,193,494	$104,774	50%	December 2017 – June 2018
Mr Yui (Ian) Tang	7,945,313	$31,781	100%	April 2017 – May 2018

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If this resolution is not approved by Shareholders, each recipient will be paid the equivalent remuneration in cash.

ASX Listing Rule 10.11

The Company seeks Shareholder approval for the purpose of ASX Listing Rule 10.11 to enable the Company to issue the Shares to the Directors.

Subject to certain exceptions, ASX Listing Rule 10.11 restricts a company from issuing or agreeing to issue equity securities to a related party without shareholder approval. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Chapter 2E of the Corporations Act

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 from giving a financial benefit to a related party of a public company without shareholder approval unless the benefit falls within one of various exceptions to the general prohibition. A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company, and entities controlled by him or her. A “financial benefit” for the purposes of the Corporations Act has a broad meaning and includes a public company issuing securities to a related party.

Section 211(1) of the Corporations Act provides that shareholder approval is not needed to give a financial benefit if:

• (a) the benefit is remuneration to a related party as an officer or employee of the public company; and

• (b) to give the remuneration would be reasonable given the circumstances.

As the issue of Shares to directors under Items 2, 3 and 4 are being made in lieu of outstanding directors fees payable to The Hon M. Vaile, Mr Mason and Mr Tang, the Board has determined that the issue of the Shares falls within section 211(1) of the Corporations Act and, accordingly, the Company is not seeking Shareholder approval for the purposes of Chapter 2E of the Corporations Act in respect of the issue of those Shares.

Information required by ASX Listing Rule 10.13

In accordance with the requirements of ASX Listing Rule 10.13 of the Corporations Act, the following information is provided to Shareholders to allow them to assess the issue of the Shares the subject of Items 2, 3 and 4:

• (a) the Shares are to be issued to The Hon M. Vaile, Mr Mason and Mr Tang (or their nominees), all being Directors of the Company.

• (b) the maximum number of Shares to be issued to each Director is as follows:

• (1) The Hon. M Vaile – 20,300,813 Shares;

• (2) Mr Mason – 26,193,494 Shares; and

• (3) Mr Tang – 7,945,313 Shares.

• (c) the Company will issue and allot the Shares no later than 1 month after the date of the Meeting (or such longer period as ASX may, in its discretion, allow).

• (d) the Shares will be issued at a deemed issue price of 0.4 cents each, meaning the total value of the Shares issued to each Director will be as follows:

• (1) The Hon. M Vaile - $81,203;

• (2) Mr Mason - $104,774; and

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• (3) Mr Tang - $31,781.

• (e) the Shares will be ordinary shares in the capital of the Company and will rank equally in all respects with the ordinary shares on issue in the Company.

• (f) no funds will be raised through the issue of the Shares as they are being issued for nil cash consideration in satisfaction of amounts which are due by the Company to the Directors for Directors’ fees and executive remuneration.

• (g) a voting exclusion is included in the Notice.

Directors’ recommendation

The Hon. M Vaile has an interest in Item 2 and therefore believes it inappropriate to make a recommendation. The other Directors who do not have an interest in the outcome of Item 2 recommend that Shareholders vote in favour of Item 2.

Mr Mason has an interest in Item 3 and therefore believes it inappropriate to make a recommendation. The other Directors who do not have an interest in the outcome of Item 3 recommend that Shareholders vote in favour of Item 3.

Mr Tang has an interest in Item 4 and therefore believes it inappropriate to make a recommendation. The other Directors who do not have an interest in the outcome of Item 4 recommend that Shareholders vote in favour of Item 4.

ITEM 5 - Approval for issue of Performance Rights to Mr Brendan Mason

Background

The Company proposes to issue performance rights to Mr Brendan Mason to rectify an error made in the calculation of Performance Rights in connection with Mr Mason’s engagement under the Executive Services Agreement dated 13 December 2017.

At the extraordinary general meeting of the Company held on 15 February 2018, shareholders approved the issue of 53,333,333 Performance Rights to Mr Mason. The correct number of Performance Rights to which Mr Mason is entitled, as approved by the Company’s remuneration committee, is 81,000,000. This results in a shortfall of 27,666,667 Performance Rights to which Mr Mason is entitled (subject to receipt of shareholder approval). Accordingly, the Company seeks shareholder approval for the grant of the additional Performance Rights.

Mr Mason was appointed Managing Director in July 2017. Mr Mason is a related party of the Company in that he is also a director of the Company. The Board considers that the grant of Director Performance Rights to Mr Mason, the Managing Director and chief executive officer of the Company, would be a cost effective and efficient reward for the Company to make to appropriately incentivise his continued performance. The provision of incentives that do not require any cash outlay supports the strategic goals of the Company.

The Director Performance Rights form part of Mr Mason’s remuneration package as Managing Director.

It is the intention of the Board that the Director Performance Rights will be subject to milestone achievements (see Objectives below).

The Company proposes to issue Director Performance Rights to Mr Mason in order to:

1. link a portion of Mr Mason's remuneration with the strategic goals and performance of the Company;

2. align Mr Mason's financial interests with those of the Shareholders;

3. provide incentives for Mr Mason to participate on superior performance that creates Shareholder value; and

4. provide Mr Mason with an incentive which is a hybrid of a traditional long-term incentive reward (generally providing an ownership interest in the company following the achievement of predetermined performance milestones over a number of years) and a short-term bonus incentive (usually paid annually in cash on the achievement of key performance indicators).

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Objectives

The Company proposes to grant a further 27,666,667 Director Performance Rights, subject to shareholder approval, to qualify Mr Mason to being issued the above in fully paid ordinary shares on the completion of the following four (4) objectives:

1. Successful introduction of new investors to SmartTrans to raise a minimum of A$0.5M.

2. Development and successful implementation of operation turnaround plan resulting in the reorganisation of the business and significant cost-outs via:

3. a. reduce overheads by 50% from quarter 1 FY2018

4. b. reduce head count by a minimum of 33% from 1 FY2018

5. Identification, prioritisation and successful implementation (agreement by target and SmartTrans shareholders) of an acquisition or merger target for one of either the transport service or China ecommerce businesses that provides scale, synergistic benefits and materially improves that business' viability.

6. Successfully raise finance (debt or equity) of an amount to be agreed in support of a transaction, as contemplated in 3 above.

Key Terms of Performance Rights

Each Performance Right will entitle Mr Mason to one ordinary fully paid share (provided the Directors have not otherwise determined to satisfy the Performance Right in cash) upon satisfaction of certain vesting conditions.

The terms and conditions of the proposed Performance Rights are the same as those approved by shareholders on 15 February 2018, and are summarised in Annexure A.

Chapter 2E of the Corporations Act

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 from giving a financial benefit to a related party of a public company without shareholder approval unless the benefit falls within one of various exceptions to the general prohibition. A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company, and entities controlled by him or her. A “financial benefit” for the purposes of the Corporations Act has a broad meaning and includes a public company issuing securities to a related party.

Section 208 of the Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act. Mr Mason is a related party of the Company.

The Board (other than Mr Mason) considers that shareholder approval under section 208 of the Corporations Act is not required as the Performance Rights to be issued to Mr Mason are considered to form part of his reasonable remuneration for the purposes of section 211 of the Corporations Act.

Section 200B of the Corporations Act

In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's retirement from an office, the Company must obtain shareholder approval in the manner set out in section 200E of the Corporations Act.

Section 200B applies where the benefit is given to a person whose office or position is a managerial or executive office. Mr Mason holds an office or position that is a managerial or executive office. The Director Performance Rights may vest in certain circumstances after the termination of Mr Mason's employment at the discretion of the Board. Accordingly, the Board has formed the view that should this occur, it may constitute a benefit in connection with Mr Mason's retirement from office. Therefore the Company seeks shareholder approval for the issue of Director Performance Rights to Mr Mason.

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ASX Listing Rule 10.11

ASX Listing Rule 10.11 states that a company must not issue or agree to issue equity securities to a related party without the approval of holders of ordinary securities. A related party includes a director, an entity controlled by a director and spouses, parents and children of a director. Accordingly, Mr Mason is a related party of the Company for the purposes of ASX Listing Rule 10.11.

If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Specific information required by listing rule 10.13

Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

1. The Director Performance Rights will be issued to Mr Brendan Mason who is a Director (or his nominees).

2. The maximum number of Director Performance Rights to be issued to Mr Mason (or his nominees) under this Notice is 27,666,667. The actual number of Director Performance Rights that will vest and convert into Shares are 27,666,667.

3. The Director Performance Rights will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

4. The Director Performance Rights will be granted for no consideration and no funds will be raised from the issue of the Performance Rights. In addition, once vested, the Director Performance Rights will be automatically exercised. Following exercise of the Director Performance Rights, the Company must issue Mr Mason one Share for every vested Performance Right. The Shares will be issued for no consideration.

5. Shares issued on exercise of the Director Performance Rights will rank equally in all respects with the Company's existing Shares on issue.

6. A voting exclusion statement is included in the Notice for Item 5.

7. Other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to vote in favour of Item 5.

Directors’ Recommendation

The Directors (other than Mr Mason, who has an interest in the resolution) unanimously recommend that Shareholders vote in favour of Item 5.

Item 6 - Approval of Consolidation

Background

Section 254H of the Corporations Act provides that a company may convert all or any of its shares into a larger or smaller number of shares by resolution passed at a general meeting. In accordance with section 254H(2) of the Corporations Act and Appendix 7A of the ASX Listing Rules, the Consolidation will take effect on the Consolidation Date. If Item 6 is passed, the Company will lodge a copy of the resolution with ASIC within 1 month of it being passed in accordance with section 254H(4) of the Corporations Act.

Effect of Share Consolidation

As at the date of this Notice, the Company has 6,567,069,695 shares quoted on the ASX and 493,526,233unlisted options exercisable at various prices. Subject to Item 6 being passed, the number of Shares on issue will be reduced from 6,567,069,695 Shares to approximately 87,560,929 Shares (depending on the number of Shares issued as a result of rounding). On the Consolidation Date, all holding statements for Shares will cease to have any effect, except as evidence of an entitlement to a certain number of post-Consolidation Shares. After the Share Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders.

Where the Consolidation results in a fraction of a Share being held by a Shareholder, that fraction of a Share will be rounded up to the nearest whole Share.

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The Share Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders.

Reasons for the Share Consolidation

The Company has a very large number of Shares on issue (approximately 6,567,069,695 as at the date of this Notice) due to historical equity-based capital raisings and corporate transactions. This large number of Shares may create a negative perception associated with a low Share price ($0.004 as at the time of preparing this Notice). The Share Consolidation will result in a more appropriate and effective capital structure for the Company and potentially, a Share price that is more appealing to a wider range of investors within Australia and globally, particularly institutional investors.

Taxation consequences of Share Consolidation

It is not expected that any taxation consequences will arise for Shareholders arising from the Share Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Share Consolidation, and neither the Company, nor the Directors (or the Company’s advisers) accept any responsibility for the individual taxation consequences arising from the Share Consolidation.

Reorganisation of Unlisted Options

As at the date of this Notice, the Company has 493,526,233 unlisted Options on issue. Under the terms of each tranche of unlisted Options, if the Company reorganises its share capital in any way (including a consolidation), the number of Shares issued on conversion will be adjusted re reflect the re-organised capital, such that the holders of the unlisted Options will not receive a benefit that the holders of Shares do not received, and vice versa.

Key dates

If approved by Shareholders, the proposed Share Consolidation will take effect on the Consolidation Date (or such other subsequent date that is notified to the ASX by the Company). The following is an indicative timetable (subject to change) of the key events:

Key Event	Indicative Date
Company announces Consolidation and sends out Notice of Meeting	6 July 2018
Extraordinary General Meeting	7 August 2018
Notification to ASX that Share Consolidation is approved	7 August 2018
Last day for trading in pre-consolidated securities	8 August 2018
Trading in the consolidated securities on a deferred settlement basis commences	9 August 2018
Last day to register transfers on a pre-consolidation basis	10 August 2018
First day for the Company to register securities on a post- consolidation basis and first day for issue of holding statements	13 August 2018
Issue date. Deferred settlement trading ends Last day for the Company to register securities on a post- consolidation basis and last day for issue of holding statements	17 August 2018
Normal (T+2) trading starts	20 August 2018

Recommendation of Directors

The Directors unanimously recommend that Shareholders vote in favour of Item 6.

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GLOSSARY

$ means Australian dollars, unless otherwise stated.

AEST means Australian Eastern Standard Time as observed in Melbourne, Australia.

Extraordinary General Meeting or Meeting means the meeting convened by the Notice.

Associate has the meaning given to that term in sections 10 and 11 and sections 13 to 17 of the Corporations Act.

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules means the Listing Rules of the ASX.

Board means the current board of directors of the Company

Company means SmartTrans Holdings Limited (ACN 000 065 650).

Constitution means the Company’s Constitution.

Consolidation or Share Consolidation means the consolidation of the Company’s Shares the subject of Item 6.

Consolidation Date means 9 August 2018.

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.

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

Notice or Notice of Meeting or Notice of Extraordinary General Meaning means this notice of extraordinary general meaning and the explanatory notes accompanying the Notice and the Proxy Form.

Option means an option to acquire an ordinary Share in the Company.

Proxy Form means the proxy form accompanying the Notice.

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

Shareholder means a holder of a Share.

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Annexure A

Terms and conditions of Performance Rights

Aspect	Details
Term	Performance Rights will have a term of 5 years and if not exercised within the term the Performance Rights will lapse.
Number of Performance Rights	The maximum number of Performance Rights to be granted to Brendan Mason, subject to Shareholder approval, is 27,666,667.
Amount payable for Performance Rights	No amount will be payable by Mr Mason for the Performance Rights as they are part of the intended total remuneration package for the 2018 financial year.
Exercise Price	No amount will be payable by Mr Mason to exercise a Performance Right that has vested.
Measurement Period	The Measurement Period will be one financial year from 1 July 2017 to 30 June 2018.
Vesting and Exercise of Performance Rights	Following the satisfaction of the Vesting Conditions, the Performance Rights may be exercised by submitting a Notice of Exercise. Once exercised, the value of Performance Rights that vest will be evaluated and will be paid in Shares (including Restricted Shares), cash or a combination of cash and Shares based on the then Share price, at the sole discretion of the Board. Rights will lapse if not exercised prior to the elapsing of the Term.
Vesting Conditions	In order for Performance Rights to vest, the performance conditions must be satisfied within the Measurement Period. 1. Successful introduction of new investors to SmartTrans to raise a minimum of A$0.5M. 2. Development and successful implementation of operation turnaround plan resulting in the re-organisation of the business and significant cost-outs via: a. reduce overheads by 50% from quarter 1 FY2018 b. reduce head count by a minimum of 33% from 1 FY2018 3. Identification, prioritisation and successful implementation (agreement by target and SmartTrans shareholders) of an acquisition or merger target for one of either the transport service or China ecommerce businesses that provides scale, synergistic benefits and materially improves that business’ viability. 4. Successfully raise finance (debt or equity) of an amount to be agreed in support of a transaction, as contemplated in 3 above. The Board retains discretion to modify vesting in the case that the circumstances that prevailed during the Measurement Period are materially differed from those expected at the time the vesting scale was determined, which is intended to be used when the application of the vesting scale would lead to an outcome that may be viewed as inappropriate.
Disposal Restrictions	Performance Rights may not be disposed of at any time, but can be exercised following vesting, up to the end of their Term. Shares acquired on exercise of vested Performance Rights (Restricted Shares) will be subject to disposal restrictions until all of the following cease to restrict disposals: a) the Company’s share trading policy, b) the Corporations Act insider trading provisions, and c) Specified Disposal Restrictions, if any.

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Specified Disposal Restrictions	No Specified Disposal Restriction additional to the above are intended to apply to this grant of Performance Rights, or the Restricted Shares that may flow from it.
Cessation of Employment	On termination of employment a portion of Performance Rights granted in the financial year in which the termination occurs will be forfeited. The proportion is that which the remainder of the financial year following the termination represents of the full financial year. This provision recognises that grants of Performance Rights are part of the remuneration for the year of grant and that if part of the year is not served then some of the Performance Rights will not have been earned. If Performance Rights vest subsequent to a termination of employment and their value is less than the Share Price at the date of the termination then such Rights will be settled in cash on exercise. If Mr Mason is no longer employed by or otherwise engaged with any Group Company and holds unvested Rights those Rights will be automatically exercised on the earlier of the end of the Term of the Rights and one month following the date when Mr Mason has ceased to hold unvested Rights.
Change of Control of the Company	In the event of a Change of Control a portion of Performance Rights granted in the financial year in which the Change of Control occurs will be forfeited. The proportion is that which the remainder of the financial year following the Change of Control represents of the full financial year. Then unvested Rights would vest in the same proportion as the share price has increased since the beginning of the Measurement Period. Remaining Rights would either lapse or some or all may vest at the Board’s discretion. In relation to Shares that have resulted from the vesting of Rights, dealing restrictions, if any, specified in the initial grant would also be lifted, though the Company’s securities trading policy and the Corporations Act would continue to apply.
Voting and Dividend Rights	Performance Rights do not carry voting or dividend entitlements. Shares issued when Performance Rights vest carry all entitlements of Shares, including voting and dividend entitlements.
Lapse and Forfeiture of Performance Rights	Performance Rights will lapse if the prescribed Vesting Conditions are not satisfied within the Measurement Period or if they are not exercised prior to the elapsing of the associated Term.
Fraud, Gross Misconduct etc.	In the event that the Board forms the opinion that Mr Mason has committed an act of fraud, defalcation or gross misconduct in relation to the Company, Mr Mason will forfeit all unvested Rights.
Issue or Acquisition of Shares	Shares allocated to Mr Mason when Performance Rights vest and which are exercised may be issued by the Company or acquired on or off market by the Company or its nominee. The nominee may be a trust, the purpose of which is to facilitate the operation of the plan.
Cost and Administration	The Company will pay all costs of issuing and acquiring Shares for the purposes of satisfying vested Performance Rights, as well as any brokerage on acquisitions of Shares for this purpose.
Hedging	The Company prohibits the hedging of Performance Rights by Mr Mason.

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SmartTrans Holdings Limited ABN 86 009 065 650

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Online:

www.investorvote.com.au

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By Mail:

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

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

XX

Vote online

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• 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: I 9999999999 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 11.00am (AEST) on Sunday 5 August 2018

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

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

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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 Extraordinary General Meeting of Smarttrans Holdings Ltd to be held at Vodafone QLD, Level 2, 139 Coronation Drive, MILTON QLD 4064 on Tuesday, 7 August 2018 at 11.00am (AEST) 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 Items 2, 3, 4 and 5 (except where I/we have indicated a different voting intention below) even though Items 2, 3, 4 and 5 are 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 Items 2, 3, 4 and 5 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.

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Item 1 Change of Company name Item 2 Approval of Issue of Shares to The Hon. Mark Vaile AO in lieu of Director’s fees Item 3 Approval of Issue of Shares to Mr Brendan Mason in lieu of Director’s fees Item 4 Approval of Issue of Shares to Mr Yui (Ian) Tang in lieu of Director’s fees Item 5 Approval for Issue of Performance Rights to Mr Brendan Mason Item 6 Approval of Consolidation

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

9 9 9 9 9 9 A