ORCODA LIMITED — Director's Dealing 2010

Mar 1, 2010

ACN 009 065 650

Level 1, 614 Newcastle Street LEEDERVILLE WA 6007 Telephone: (08) 9228 1199 email:smarttrans@smarttrans.com.au

PO Box 334 LEEDERVILLE WA 6903 Facsimile: (08) 9228 2299 Home Page: www.smarttrans.com.au

2 March 2010

Wade Baggott Advisor, Issuers (Perth) Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade PERTH WA 6000

By Facsimile: 08 9221 2020

Dear Wade

Response to ASX Query dated 26 February 2010 - Listing Rule 3.19A

SmartTrans Holdings Limited (SmartTrans or Company) refers to your letter dated 26 February 2010 raising three questions concerning the three Appendices 3Y lodged by the Company on 24 February 2010 and respond to your questions as follows:

Please explain why the Appendices 3Y were lodged late. I.

The late lodgement of the Appendices 3Y was due to inadvertence. At the time of each applicable change in directors' interests during 2005 and 2006, the directors notified the Company of the change as required under the Corporations Act and the Company subsequently disclosed the changes to the directors' direct and indirect shareholdings in the Company to the market, including in applicable annual reports in 2005 and 2006 and thereafter. Lodgement of the corresponding Appendices 3Y was overlooked.

What arrangements does the Company have in place with its directors to ensure that $\overline{2}$ . it is able to meet its disclosure obligations under listing rule 3.19A?

All directors of the Company are aware of their obligations to disclose to the Company a change in their direct or indirect shareholdings in the Company. Directors are regularly reminded of their obligations during the course of normal business. Similarly, at an administrative level the Company takes steps to ensure that its reporting obligations are complied with on a timely basis. However, as a result of

the lodgement of the Appendices 3Y having been overlooked, the Company has now further formalised its arrangements with its directors regarding their obligations involving disclosure of their relevant interests and has, at an administrative level, established an internal procedure to ensure compliance with its reporting obligations under listing rule 3.19A.

If the current arrangements are inadequate or not being enforced, what additional $\overline{3}$ . steps does the Company intend to take to ensure compliance with listing rule 3.19B?

The Company considers that the arrangements outlined in response to 2 above are adequate to ensure compliance with listing rule 3.19B and to ensure that the inadvertence will not re-occur.

Please call me on 9228 1199 should you have any further queries in relation to the above.

Yours faithfully,

ames laurio

James P Laurie Executive Director

$\frac{1}{2}$

$\begin{array}{c} \n\downarrow \
\downarrow \
\downarrow\n\end{array}$ $\bar{1}$ $\frac{1}{1}$

26 February 2010

James Laurie Managing Director SmartTrans Holdings Limited Suite 3, 614 Newcastle Street LEEDERVILLE WA 6007

By Facsimile: 08 9228 2299

Dear James.

SmartTrans Holdings Limited (the "Company") Appendices 3Y - Director's Interest Notices.

We refer to the following:

The Appendices 3Y lodged by the Company with ASX Limited ("ASX") on 24 February 2010 for John Forsyth, Andrew Forsyth and James Laurie; and

• Listing rule 3.19A which requires an entity to tell ASX the following: $1.$
• $3.19A.1$ The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.
  • On the date that the entity is admitted to the official list. $\bullet$
  • On the date that a director is appointed.

The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity's admission or a director's appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.
• $\overline{2}$ . Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

ASX Markets Supervision Pty Ltd ABN 26 087 780 489 Level 8, Exchange Plaza 2 the Esplanade Perth WA 6000

PO Box 0187 Perth WA 6840

Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au

The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX $3₁$ within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

As the Appendix 3Y indicates that a change of interests occurred for Mr John Forsyth on 21 March 2005, 8 April 2005 and 27 March 2006, it appears that Appendices 3Y should have been lodged with ASX by 28 March 2005. 15 April 2005 and 3 April 2006.

As the Appendix 3Y indicates that a change of interests occurred for Mr Andrew Forsyth on 21 March 2005 and 27 March 2006, it appears that Appendices 3Y should have been lodged with ASX by 15 April 2005 and 3 April 2006.

As the Appendix 3Y indicates that a change of interests occurred for Mr James Laurie on 21 March 2005 and 27 March 2006, it appears that the Appendices 3Y should have been lodged with ASX by 15 April 2005 and 3 April 2006.

Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the directors concerned may have breached section 205G of the Corporations Act.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: "Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities", we ask that you answer each of the following questions.

• 1. Please explain why the Appendices 3Y were lodged late.
• $2.$ What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?
• 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than 5:00pm W.S.T on Tuesday 2 March 2010.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely.

grath

Wade Baggott Adviser, Issuers (Perth)