ORCODA LIMITED — Major Shareholding Notification 2005

Apr 14, 2005

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme		SMARTTRANS HOLDINGS LIMITED
ACN/ARSN	009 065 650
1. Details of substantial holder (1) Name		DYMOCKS SECURITIES PTY LTD

The holder became a substantial holder on

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

08/04/2004

. c.urities (4)	Securities Nur ΩŤ mher .	votes $(5)$ Person's ________ .	[6] DOM/AC -------------------
	501 ≘≏ つにい ు౪ د ب ________	806 . ________	与客 ---------
________ ---------------------------

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

_________ Holder of relevant interest .	Nature of relevant interest (7) . ________	Class and number of securities _________
ANNEXURE A OF FIVE SEE	------------ ________	. ______
________ PAGES . Силлинингентенттентте	.	.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
SEE ANNEXURE A OF .	.	_________ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
---- ------- ----- FIVE PAGES . ---------------------------------------	. .	.

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

CONTRACTOR Holder of relevant interest	Date of acquisition	Consideration (9)		. Class and number of securities
		.ash	Non-cash -----
SEE ANNEXURE A		.		--------
OF FIVE PAGES . ---------------------------------------	.		.

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

. Name and ACN/ARSN (if applicable)	______ Nature of association . ______ ----
________ ANNEXURE A OF FIVE	______ _____
PAGES .	. .

7. Addresses

The addresses of persons named in this form are as follows:

. Name	. . _____ _____
ANNEXURE A OF FIVE 十雪院宮に、	. .
ALC: A PARTY CONTRACTOR PAGES 1.	. .

Signature

print name ANNE WILDE	COMPANY SECRETARY сарасту ________ .
_________ here .	Administration date ---------------------------------------

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an ${1}$ equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $[4] % \centering \includegraphics[width=0.9\columnwidth]{figures/fig_4} \caption{A graph shows a function of the number of~\acp{fig_4}~(d) and the number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}. The number of~\acp{fig_5}.$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $(5)$ interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $[6] \centering% \includegraphics[width=0.9\columnwidth]{figures/fig_0.pdf} \caption{A graph $\Omega$ (Different Zipfian Parameter $\Omega$ values)} \label{fig:1}$
• $(7)$ Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out $(a)$ the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to $[b]% \centering \includegraphics[width=0.47\textwidth]{images/TrDiM-Architecture.png} \caption{The 3D (top) and the 4D (bottom) of the 3D (bottom) and the 4D (bottom) of the 3D (bottom) and the 4D (bottom) of the 3D (bottom). The 3D (bottom) and the 3D (bottom) of the 3D (bottom).} \label{TrDiM-Architecture}$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". (8)
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become 阴 entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

SMARTTRANS HOLDINGS LIMITED ACN 009 065 650

THIS IS THE ANNEXURE OF FIVE PAGES MARKED "A" MENTIONED IN THE FORM 603, NOTICE OF INITIAL SUBSTANTIAL SHAREHOLDER, SIGNED BY ME AND DATED 14 APRIL 2005:

l d

ANNE WIL DE

$\overline{\mathbf{3}}$ . DETAILS OF RELEVANT INTERESTS

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant	Nature of relevant interest	Class and number of
interest		securities
DYMOCKS SECURITIES	SHAREHOLDER OF SMARTTRANS	210,640,806 ORDINARY
PTY LTD	HOLDINGS LIMITED	SHARES
	ASSOCIATE OF DYMOCKS PTY LTD.	146,860,320 OPTIONS OVER ORDINARY SHARES.
	JAMAJON PTY LTD AND JOHN FORSYTH
DYMOCKS PTY LTD	SHAREHOLDER OF SMARTTRANS	210,640,806 ORDINARY
	HOLDINGS LIMITED	SHARES
	ASSOCIATE OF DYMOCKS	146,860,320 OPTIONS OVER
	SECURITIES PTY LTD, JAMAJON	ORDINARY SHARES.
	PTY LTD AND JOHN FORSYTH
JAMAJON PTY LTD	SHAREHOLDER OF SMARTTRANS	210,640,806 ORDINARY
	HOLDINGS LIMITED	SHARES 146,860,320 OPTIONS OVER
	ASSOCIATE OF DYMOCKS SECURITIES PTY LTD, DYMOCKS	ORDINARY SHARES.
	PTY LTD AND JOHN FORSYTH
JOHN FORSYTH	DIRECTOR AND SHAREHOLDER OF	210,640,806 ORDINARY
	SMARTTRANS HOLDINGS LIMITED	SHARES
	ASSOCIATE OF DYMOCKS	146,860,320 OPTIONS OVER
	SECURITIES PTY LTD, DYMOCKS	ORDINARY SHARES.
	PTY LTD AND JAMAJON PTY LTD
DYMOCKS HOLDINGS PTY LTD	ASSOCIATE OF DYMOCKS SECURITIES PTY LTD, DYMOCKS	210,640,806 ORDINARY SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
DYMOCKS FRANCHISE	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
SYSTEMS (NSW) PTY	SECURITIES PTY LTD. DYMOCKS	SHARES
LTD.	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
FLYER SERVICES PTY	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
LTD	SECURITIES PTY LTD, DYMOCKS	SHARES
	PTY LTD, JAMAJON PTY LTD AND JOHN FORSYTH.	146,860,320 OPTIONS OVER ORDINARY SHARES.
PROMOTIONAL FUND	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
PTY LTD	SECURITIES PTY LTD, DYMOCKS	SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
DYMOCKS SERVICES	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
PTY LTD	SECURITIES PTY LTD, DYMOCKS	SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
DYMOCKS FINANCE PTY LTD	ASSOCIATE OF DYMOCKS SECURITIES PTY LTD, DYMOCKS	210,640,806 ORDINARY SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.

AIRWING SERVICE PTY LTD.	ASSOCIATE OF DYMOCKS SECURITIES PTY LTD, DYMOCKS	210,640,806 ORDINARY SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
BOOKLOVERS CAFÉ	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
PTY LTD	SECURITIES PTY LTD, DYMOCKS	SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
DYMOCKS	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
PROPERTIES (WA) PTY	SECURITIES PTY LTD, DYMOCKS	SHARES
LTD.	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
DYMOCKS GUARDIAN	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
PTY LTD	SECURITIES PTY LTD, DYMOCKS	SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
DYMOCKS BOOK	JOHN FORSYTH. ASSOCIATE OF DYMOCKS	ORDINARY SHARES. 210.640.806 ORDINARY
ARCADE LIMITED	SECURITIES PTY LTD, DYMOCKS	SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
WIRRABEENA PTY LTD	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
	SECURITIES PTY LTD, DYMOCKS	SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
DYMOCKS FRANCHISE	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
SERVICES (NZ)	SECURITIES PTY LTD, DYMOCKS	SHARES
LIMITED	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
NEW TREND	ASSOCIATE OF DYMOCKS	210,640,806 ORDINARY
INTERNATIONAL	SECURITIES PTY LTD, DYMOCKS	SHARES
LIMITED	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
DYMOCKS FRANCHISE	JOHN FORSYTH. ASSOCIATE OF DYMOCKS	ORDINARY SHARES.
(CHINA) LIMITED	SECURITIES PTY LTD, DYMOCKS	210,640,806 ORDINARY SHARES
	PTY LTD, JAMAJON PTY LTD AND	146,860,320 OPTIONS OVER
	JOHN FORSYTH.	ORDINARY SHARES.
TANDRAGEE PTY LTD	ASSOCIATE OF JOHN FORSYTH	210,640,806 ORDINARY
		SHARES
		146,860,320 OPTIONS OVER
		ORDINARY SHARES.
COOLGARDIE UNITS	ASSOCIATE OF JOHN FORSYTH	210,640,806 ORDINARY
PTY LTD		SHARES
		146,860,320 OPTIONS OVER
		ORDINARY SHARES.

4. DETAILS OF PRESENT REGISTERED HOLDERS

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities
DYMOCKS SECURITIES PTY LTD	DYMOCKS SECURITIES PTY LTD $\mathbf{r}$	N/A	83.079.834 ORDINARY SHARES 83,079,834 OPTIONS OVER ORDINARY SHARES
DYMOCKS PTY LTD	DYMOCKS PTY LTD	N/A	51,825,142 ORDINARY SHARES. 25.912.571 OPTIONS OVER ORDINARY SHARES.
JAMAJON PTY LTD	JAMAJON PTY LTD	N/A	31,147,472 ORDINARY SHARES 15,573,736 OPTIONS OVER ORDINARY

			SHARES.
JOHN FORSYTH	JOHN FORSYTH	N/A	6,428 ORDINARY SHARES 3.214 OPTIONS OVER ORDINARY SHARES.
JOHN FORSYTH	TANDRAGEE PTY LTD	N/A	25,697,734 ORDINARY SHARES 12,848,867 OPTIONS OVER ORDINARY SHARES
JOHN FORSYTH	COOLGARDIE UNITS PTY LTD	N/A	18,884,196 ORDINARY SHARES 9,442,098 OPTIONS OVER ORDINARY SHARES

CONSIDERATION 5.

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial shareholder became a substantial shareholder is as follows:

Holder Of Relevant Interest	Date Of Acquisition	Consideration		Class And Number Of Securities
		CASH	NON- CASH
DYMOCKS SECURITIES PTY LTD	8 APRIL 2005	\$913,878.17		83.079.834 ORDINARY SHARES 83,079,834 OPTIONS OVER ORDINARY SHARES
DYMOCKS PTY LTD	21 MARCH 2005	\$285,038.28		25.912.571 ORDINARY SHARES 25,912,571 OPTIONS OVER ORDINARY SHARES
JAMAJON PTY LTD	21 MARCH 2005	\$171,311.09		15,573,736 ORDINARY SHARES 15,573,736 OPTIONS OVER ORDINARY SHARES
JOHN FORSYTH	21 MARCH 2005	\$245,235.95		22,294,179 ORDINARY SHARES 22,294,179 OPTIONS OVER ORDINARY SHARES

$\mathbf{6}$ ASSOCIATES

NAME & ACN/ARSN (IF APPLICABLE)	NATURE OF ASSOCIATION
DYMOCKS PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
JAMAJON PTY LTD	BODY CORPORATE THAT CONTROLS
	DYMOCKS SECURITIES PTY LTD.
JOHN FORSYTH	A PERSON WITH WHOM DYMOCKS
	SECURITIES PTY LTD IS ACTING OR
	PROPOSING TO ACT IN CONCERT IN
	RELATION TO THE AFFAIRS OF SMARTTRANS
	HOLDINGS LIMITED.
DYMOCKS HOLDINGS PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
DYMOCKS FRANCHISE SYSTEMS (NSW) PTY	BODY CORPORATE THAT IS CONTROLLED BY
LTD	AN ENTITY THAT CONTROLS DYMOCKS

	SECURITIES PTY LTD.
FLYER SERVICES PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
PROMOTIONAL FUND PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
DYMOCKS SERVICES PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
DYMOCKS FINANCE PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
AIRWING SERVICE PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
BOOKLOVERS CAFÉ PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
DYMOCKS PROPERTIES (WA) PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
DYMOCKS GUARDIAN PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
DYMOCKS BOOK ARCADE LIMITED	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
WIRRABEENA PTY LTD	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
DYMOCKS FRANCHISE SERVICES (NZ)	SECURITIES PTY LTD. BODY CORPORATE THAT IS CONTROLLED BY
LIMITED
	AN ENTITY THAT CONTROLS DYMOCKS SECURITIES PTY LTD.
NEW TREND INTERNATIONAL LIMITED	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
DYMOCKS FRANCHISE (CHINA) LIMITED	BODY CORPORATE THAT IS CONTROLLED BY
	AN ENTITY THAT CONTROLS DYMOCKS
	SECURITIES PTY LTD.
TANDRAGEE PTY LTD	A PERSON WITH WHOM JOHN FORSYTH IS
	ACTING OR PROPOSING TO ACT IN CONCERT
	IN RELATION TO THE AFFAIRS OF
	SMARTTRANS HOLDINGS LIMITED.
COOLGARDIE UNITS PTY LTD	A PERSON WITH WHOM JOHN FORSYTH IS
	ACTING OR PROPOSING TO ACT IN CONCERT
	IN RELATION TO THE AFFAIRS OF
	SMARTTRANS HOLDINGS LIMITED.

$\mathbf{7}$ . ADDRESSES

The addresses of persons named in this form are as follows:

NAME	ADDRESS
DYMOCKS SECURITIES PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
JAMAJON PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
JOHN FORSYTH	314 MONA VALE ROAD, TERREY HILLS, NSW

DYMOCKS HOLDINGS PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS FRANCHISE SYSTEMS (NSW) PTY	LEVEL 6, 428 GEORGE STREET
LTD.	SYDNEY NSW 2000 AUSTRALIA
FLYER SERVICES PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
PROMOTIONAL FUND PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS SERVICES PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS FINANCE PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
AIRWING SERVICE PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
BOOKLOVERS CAFÉ PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS PROPERTIES (WA) PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS GUARDIAN PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS BOOK ARCADE LIMITED	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
WIRRABEENA PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
DYMOCKS FRANCHISE SERVICES (NZ)	LEVEL 4, 18 VIADUCT HARBOUR AVENUE,
LIMITED	AUCKLAND, NEW ZEALAND
NEW TREND INTERNATIONAL LIMITED	C/- TRIDENT TRUST COMPANY LIMITED.
	TRIDENT CHAMBERS, PO BOX 146, ROAD
	TOWN, TORTOLA, BRITISH VIRGIN ISLANDS
DYMOCKS FRANCHISE (CHINA) LIMITED	22 DAI FAT STREET, TAI PO INDUSTRIAL
	ESTATE, NEW TERRITORIES, HONG KONG.
TANDRAGEE PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA
COOLGARDIE UNITS PTY LTD	LEVEL 6, 428 GEORGE STREET
	SYDNEY NSW 2000 AUSTRALIA

$\mathcal{L}{\text{max}}$ , $\mathcal{L}{\text{max}}$