ORCODA LIMITED — Proxy Solicitation & Information Statement 2011

Jul 14, 2011

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SmartTrans

H O L D I N G S L I M I T E D 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

15 July 2011

Company Announcements Office The Australian Securities Exchange

Notice of General Meeting

Attached is a Notice of General Meeting to be held on 18 August 2011 which is in the process of being despatched to shareholders.

James Laurie Director

Smart Trans

H O L D I N G S L I M I T E D

ACN 009 065 650

NOTICE OF GENERAL MEETING

Take notice that a General Meeting ( Meeting ) of SmartTrans Holdings Ltd ( SmartTrans or the Company ) will be held on the 9th Floor, 428 George Street, Sydney, on 18 August 2011 at 2pm (EST).

AGENDA

Special Business

1. Resolution 1: Ratify the issue of the October Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 33,333,332 fully paid ordinary shares in the capital of the Company ( October Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Resolution 2: Ratify the issue of the November Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 30,120,482 fully paid ordinary shares in the capital of the Company ( November Placement Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 2 by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Resolution 3: Ratify the issue of the April Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 41,990,000 fully paid ordinary shares in the capital of the Company ( April Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Notice of General Meeting / Page 1

4. Resolution 4: Approve the issue of Options Dr Geoff Raby

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

"That, for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, shareholders approve and authorize the grant and issue of 20,000,000 options over fully paid ordinary shares in the capital of the Company, to Dr Geoff Raby (or nominee), being a related party of the Company, on the terms set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by Dr Geoff Raby or 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.

Other Business

Any other business brought before the meeting in accordance with the Constitution of the Company.

Explanatory Statement

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of General Meeting.

Snap Shot Time

Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the meeting, at which a “snap shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company’s directors have determined that all shares of the Company on the register as at 6pm (EST), 16 August 2011 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form for the General Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 2pm (EST), 16 August 2011 to the Company (in person) at Level 1 / 614 Newcastle Street Leederville WA 6007 or (by post) at PO Box 334 Leederville WA 6903 or (by facsimile) to +61 8 9228 2299.

Corporate Representative

If a representative of a shareholder corporation is to attend the Meeting a “Corporate Representative Certificate” should be completed and produced prior to the meeting.

JAMES LAURIE Director

7 July 2011

Notice of General Meeting / Page 2

Smart Trans

H O L D I N G S L I M I T E D

ACN 009 065 650

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to assist shareholders with their consideration of the resolutions in the accompanying Notice of General Meeting.

Resolution 1: Ratify the issue of the October Placement Shares

Resolution 1 seeks shareholder ratification for the issue and allotment by the Company of 33,333,332 fully paid ordinary shares at an issue price of $0.015 per share ( October Placement Shares ) on 20 October 2010 to raise $500,000 gross ( October Placement ) to certain sophisticated and otherwise exempt investors.

ASX Listing Rules 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rules 7.4

ASX Listing Rule 7.4 provides an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required in the next 12 months without shareholder approval.

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the October Placement Shares the subject of Resolution 1:

1. the total number of October Placement Shares issued by the Company was 33,333,332 shares;

2. the October Placement Shares were issued at a price of $0.015 per share;

3. the October Placement Shares rank equally in all respects with the Company’s existing shares on issue;

4. the October Placement Shares were allotted to certain investors, being associates, employees or clients, of Bell Potter Securities. No related parties participated in the October Placement;

5. the Company raised $500,000 gross from the issue of the October Placement Shares, to be used as general working capital; and

6. a voting exclusion statement is included in the Notice of Meeting.

Explanatory Statement / Page 1

Resolution 2: Ratify the issue of the November Placement Shares

Resolution 2 seeks shareholder ratification for the issue and allotment by the Company of 30,120,482 fully paid ordinary shares at an issue price of $0.0166 per share ( November Placement Shares ) on 11 November 2010 to raise $500,000 gross ( November Placement ) to certain sophisticated and otherwise exempt investors.

ASX Listing Rules 7.1 and 7.4

Refer to the summary above in relation to Resolution 1 which applies equally to Resolution 2 concerning the ratification of the November Placement Shares.

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the November Placement Shares the subject of Resolution 2:

1. the total number of November Placement Shares issued by the Company was 30,120,482 shares;

2. the November Placement Shares were issued at a price of $0.0166 per share;

3. the November Placement Shares rank equally in all respects with the Company’s existing shares on issue;

4. the November Placement Shares were allotted to certain investors, being associates, employees or clients, of Bell Potter Securities. No related parties participated in the November Placement;

5. the Company raised $500,000 gross from the issue of the October Placement Shares, to be used as general working capital; and

6. a voting exclusion statement is included in the Notice of Meeting.

Resolution 3: Ratify the issue of the April Shares

Resolution 3 seeks shareholder ratification for the issue and allotment by the Company of 41,990,000 fully paid ordinary shares at a deemed issue price of $0.0274 per share ( April Shares ) on 4 April 2011 in consideration for the acquisition of 5% of SmartTrans Limited ( Acquisition ) to the vendor, ITS Worldwide Limited.

ASX Listing Rules 7.1 and 7.4

Refer to the summary above in relation to Resolution 1 which applies equally to Resolution 3 concerning the ratification of the April Shares.

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the April Shares the subject of Resolution 2:

1. the total number of April Shares issued by the Company was 41,990,000 shares;

2. the April Shares were issued at a deemed issue price of $0.0274 per share, being the volume weighted average share price of the Company's shares over the 10 trading days up to 1 April 2011;

3. the April Shares rank equally in all respects with the Company’s existing shares on issue, save only to note that all of the shares issued in consideration for the Acquisition will be subject to voluntary escrow for 12 months, 50% for 24 months and 25% for 36 months commencing from 4 April 2011.

Explanatory Statement / Page 2

1. the April Shares were allotted to ITS Worldwide Limited, being the vendor under the Acquisition;

2. no cash was raised from the issue of the April Shares as the shares were issued as consideration for the Acquisition; and

3. a voting exclusion statement is included in the Notice of Meeting.

Resolution 4: Approve the issue of Options to Dr Geoff Raby

Resolution 4 seeks shareholder approval for the issue of 20,000,000 Options exercisable at $0.0186 per Option to Dr Geoff Raby (or his nominee).

As announced to ASX on 1 July 2011, Dr Raby will join the board as a Non‐Executive Director upon his retirement from his present position as Australia’s Ambassador to China. Dr Raby is expected to join the Board on or about 5 August 2011, prior to the date of the General Meeting.

His Excellency Dr Geoff Raby has served as Australia’s Ambassador to China since February 2007.

From November 2002 to November 2006 Dr Raby held the position of Deputy Secretary of the Department of Foreign Affairs and Trade (DFAT) and a number of senior positions, including First Assistant Secretary, International Organisations and Legal Division (2001‐2002), Ambassador and Permanent Representative to the World Trade Organisation, Geneva (1998‐2001) and First Assistant Secretary, Trade Negotiations Division (1995‐1998). He was Australia's APEC Ambassador from November 2002 to December 2004. Between 1986 and 1991 Dr Raby served in Beijing twice as head of the Embassy's Economic Section. Dr Raby has also held positions as trade policy adviser to the Minister for Trade (1993) and in the Office of National Assessments (1984 to 1986). Dr Raby was born in Melbourne, Australia, in September 1953. Before joining the Commonwealth Public Service, he was senior tutor in economics at La Trobe University. He has BEc (Hons), MEc and PhD degrees from La Trobe University.

The Board is very pleased with the pending addition of Dr Raby to the Board.

In connection with the appointment of Dr Raby to the Board, the Board proposes issuing Options to Dr Raby (or his nominee) that recognise the importance of Dr Raby's credentials, his experience and the role he is expected to play in achieving the Company's goals.

Subject to the passing of Resolution 4, the Options will be issued to Dr Raby pursuant to the terms of the Company's Employee Share Option Plan ( ESOP ), a copy of which was released to ASX on 25 October 2010 and was approved by Shareholders on 24 November 2010. A summary of the terms and conditions of the Options are outlined in Annexure A. In summary, subject to satisfaction of specific vesting and exercise conditions ( Vesting Conditions ) which have been set by the Board, each Option entitles the holder to subscribe for 1 fully paid ordinary share in the Company at an exercise price of $0.0186 per share. The Options will become exercisable in accordance with the Vesting Conditions (set out in full in clause 2 of Annexure A), and will only be capable of exercise if Dr Raby is a director of the Company at the time of exercise and then:

• (a) as to one third, on the first anniversary of the issue date of the Options (and will expire 30 days thereafter if not exercised);

• (b) as to one third, on the second anniversary of the issue date of the Options (and will expire 30 days thereafter if not exercised); and

• (c) as to one third, on the third anniversary of the issue date of the Options (and will expire 30 days thereafter if not exercised).

Explanatory Statement / Page 3

Chapter 2E

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 giving a financial benefit to a related party unless one of a number of exceptions applies or shareholder approval is obtained.

A "financial benefit" is defined in the Corporations Act in broad terms and expressly includes a public company issuing securities. Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

1. obtain the approval of members in the way set out in sections 217 to 227; and

2. give the benefit within 15 months after the approval.

For the purpose of this Meeting and in accordance with section 228 of the Corporations Act a related party of the Company includes:

1. a Director;

2. an entity controlled by a Director; and

3. a person who, at any time in the future, is likely to become a related party of the kind referred to in (1) and (2) immediately above.

Accordingly, Resolution 4 seeks shareholder approval for the grant of Options to Dr Geoff Raby (or his nominee) for the purposes of Chapter 2E of the Corporations Act.

Listing Rule 10.14

Listing Rule 10.14 provides that a listed entity must not issue equity securities under an employee incentive scheme (which includes the ESOP) to a related party without Shareholder approval. The proposed grant of Options to D Raby requires approval by Shareholders under the Listing Rules.

As the issue will be made under the ESOP, approval is not required under Listing Rule 7.1 (which limits the number of equity securities the Company may issue within a 12 month period to not more than 15% of the total number of ordinary securities on issue without the requirement for Shareholder approval). Approval is also not required under Listing Rule 10.11 (which, in the absence of obtaining Shareholder approval under Listing Rule 10.14 would be necessary to issue securities to a related party of the Company).

Specific Disclosure of Information

For the purposes of ASX Listing Rule 10.15 and Chapter 2E of the Corporations Act, the following information is provided in relation to Resolution 4:

1. the related party of the Company to whom the 20,000,000 Options are proposed to be granted is Dr Geoff Raby (or his nominee), a proposed Director of the Company at the date of this Notice of Meeting (and expected to be a Director at the time of the Meeting);

2. the total number of Options to be issued by the Company is 20,000,000;

3. the Options will be issued for no consideration and no funds will be raised from the issue of the Options. However, Shareholders should note that the Company will receive subscription monies totalling $372,000 if all of the Options are exercised;

4. the Options will be issued under the ESOP and will be subject to the specific Vesting Conditions (set out in full in clause 2 of Annexure A) determined by the Board. The terms and conditions are summarised in Annexure A;

Explanatory Statement / Page 4

1. the establishment of the ESOP was approved by Shareholders at the Company’s AGM held on 24 November 2010. No securities have been issued under the ESOP since the date of the last approval;

2. the names of all persons referred to in Listing Rule 10.14 entitled to participate in the ESOP are the following current Directors of the Company (and any of their associates) being Mr J Forsyth, Mr A Forsyth and Mr J Laurie. On the basis that Dr Raby will also be a Director of the Company at the date of the Meeting, he also will be entitled to participate in the ESOP;

3. No loan will be provided to Dr Raby by the Company in connection with the grant of the Options or the underlying issue of Shares should the Options be exercised;

4. a voting exclusion statement is included in the Notice of Meeting;

5. the issue of the Options is expected to be made within 1 month of the date of the Meeting, and will occur no later than 12 months after the date of the Meeting;

6. upon exercise of the Options, the shares to be issued will rank equally in all respects with and will be on the same terms as the Company’s existing shares on issue;

7. the Directors of the Company as at the date of this Notice of Meeting recommend that shareholders vote in favour of this Resolution. The Directors of the Company as at the date of this Notice of do not have any interest in the outcome of this Resolution;

8. at the time of the General Meeting it is expected that Dr Raby will be a Director of the Company. He is not entitled and does not wish to make a recommendation to shareholders about the proposed Resolution 4 because he has an interest in the outcome of the Resolution;

9. the highest and lowest price on the ASX for the Company's shares in the past 12 months was $0.044 on 29 December 2010 and $0.016 on each of 30 June 2011 and 7, 14 and 15 October 2010. The closing share price of the Company's shares on 6 July 2011, being the latest practicable date before the date of this Notice of Meeting was $0.024;

10. the dilution effect if all Options are exercised by Dr Raby is considered to be fairly minor but this will ultimately be dependant on the Company’s share capital at the date the Options are exercised. If the 20,000,000 Options the subject of Resolution 4 are issued and all of them are exercised, then based on the Company's fully paid share capital (which as at the date of this Notice of Meeting is 1,119,674,661 shares) existing shareholders would be diluted by approximately 1.8%;

11. Dr Raby will join the Board as a Non‐Executive Director of the Company on or about 5 August 2011 and will be paid fees of $40,000 per annum. Other than these fees and, subject to Shareholder approval, the grant of the Options, Dr Raby has, as at the date of this Notice of Meeting, no interest in shares of the Company and is not entitled to any other entitlements or remuneration from the Company;

12. ASIC requires that when seeking shareholder approval for the issue of securities to a related party pursuant to Chapter 2E, shareholders must be provided with a valuation of those securities. The Company has obtained a valuation so as to estimate a value for the Options to be issued to Dr Raby pursuant to Resolution 4. On this basis, the Options to be issued to Dr Raby currently have an aggregate value of approximately $302,667. A summary of the valuation including the key assumptions used is also set out in Annexure B. The approximate value being received by Dr Raby from the grant of the Options pursuant to this Resolution is summarised in Annexure B to this Explanatory Statement. If any assumptions were to vary, including the share price, the value of the Options may increase or decrease accordingly (as set out in Annexure B). It is noted that Dr Raby can only exercise the Options subject to the specific Vesting Conditions referred to above;

Explanatory Statement / Page 5

1. the purpose of the proposed Options issue to Dr Raby was primarily to secure his appointment to the Board. The issue of Options recognises the importance of Dr Raby's credentials, his experience and the role he is expected to play in achieving the Company's goals whilst preserving the cash reserves of the Company (as regards the reasonably low cash based annual fee payable to Dr Raby). Given this purpose, the Directors do not consider that there is any material opportunity cost or benefit foregone to the Company in granting the Options to Dr Raby;

2. the Board determined the number of Options to be issued to Dr Raby pursuant to this Resolution and the exercise price of those Options, based on their view and perception of the considerable experience, value and contribution that Dr Raby will make to the Board, the Company and shareholder value and with reference to the prevailing market prices of the Company's shares on ASX at the time the Board appointment was offered (particularly the volume weighted average share price of the Company's shares over the 5 trading days up and including to 24 June 2011);

3. Shareholders should note that the practice of granting options to non‐executive directors as a part of their remuneration package is not in accordance with the ASX Corporate Governance Council's, Principles of Good Corporate Governance and Best Practice Recommendations (Second Edition). However, the Board considers that equity participation by way of the grant of 20,000,000 Options to Dr Raby is appropriate for the Company at this time having regard to the favourable terms upon which he agreed to be appointed to the Board (as regards the reasonably low cash based annual fee), his experience and the role he is expected to play in achieving the Company's goals. Given the specific Vesting Conditions which span across three years, the grant of Options recognizes the value of his expected contribution over that period. The current Directors consider that the incentive to join the Board represented by the grant of the Options is a cost effective and efficient incentive when compared to other forms of incentive such as cash, bonuses or greater remuneration. The Directors also note that as the Company presently has only limited capital, other cash based incentive alternatives are not currently preferred, nor readily available to it. The Company also determined it appropriate, at the current time, to ensure total fees to non‐executive directors do not exceed the $80,000 per annum threshold previously approved by shareholders; and

4. other than the information set out in this Explanatory Statement, neither the Directors nor the Company are aware of any additional information that would be reasonably required by the shareholders to enable them to make a decision in relation to whether the grant of the Options to Dr Raby is in the best interests of the Company.

Explanatory Statement / Page 6

ANNEXURE A: SUMMARY OF TERMS AND CONDITIONS OF THE OPTIONS FOR RESOLUTION 4

The Options will be issued subject to the specific Vesting Conditions and Exercise Price set out below and otherwise, to the extent not inconsistent with the terms set out below, pursuant to the terms of the ESOP (released to ASX in full on 25 October 2010):

1. Subject to satisfaction of applicable vesting conditions, each option ( Option ) entitles the holder of the Option ( Holder ) to subscribe for 1 fully paid ordinary share in the Company ( Share ) at an exercise price of $0.0186 per Share ( Exercise Price ).

2. The Options will vest and become exercisable, in three separate tranches, on three different dates after the date of issue of the Options ( Issue Date ), as set out below ( Vesting Conditions ):

3. (i) 6,666,666 on the first anniversary of the Issue Date;

4. (ii) 6,666,667 on the second anniversary of the Issue Date; and

5. (iii) 6,666,667 on the third anniversary of the Issue Date,

provided that at the time of any exercise of the Options by the Holder, Dr Geoff Raby ( Relevant Director ) must be a director of the Company.

1. In the event that the Relevant Director ceases to be Director of the Company (other than as a result of any retirement by rotation at any Annual General Meeting of the Company, where the Relevant Director is at the same meeting re‐elected by member vote):

2. (a) Options which have vested but have not yet been exercised will be immediately forfeited; and

3. (b) the unvested Options shall, with effect from the date of cessation of such appointment be immediately forfeited and be deemed to have expired save that the Board of Directors of the Company may at its sole discretion permit the Holder or beneficiary of those Options to retain some or all of the unvested Options and deem those Options to be vested and exercisable in the following circumstances:

   • (i) death or total permanent disability (as that term is recognised by applicable statute);

   • (ii) redundancy; and

   • (iii) any other reason, based on which the Directors believe is fair and reasonable to warrant the Relevant Director (or the Holder) maintaining the Options.

5. Notwithstanding anything in clause 3 above, the Options shall have an Expiry Date as follows:

6. (a) Options that become exercisable on the first anniversary of the Issue Date shall expire thirty days after the first anniversary of the Issue Date;

7. (b) Options that become exercisable on the second anniversary of the Issue Date shall expire thirty days after the second anniversary of the Issue Date; and

8. (c) Options that become exercisable on the third anniversary of the Issue Date shall expire thirty days after the third anniversary of the Issue Date.

10. The Holder's entitlements to the Options are vested as and when the Options become exercisable in accordance with paragraph 2.

Explanatory Statement / Page 7

1. The Company will not apply to have the Options quoted on ASX and the Options will carry no dividend or voting rights.

2. Subject to satisfaction of the Vesting Conditions, the Options are exercisable at any time on or prior to their Expiry Date by completing an option exercise form (in the form attached to the Option certificate or holding statement or in a form otherwise prescribed by the Company) and delivering it to the Company or the Company's Share Registry together with payment for the number of Shares in respect of which the Options are exercised and the Option certificate or holding statement for those Options.

3. The Board of Directors of the Company may, in its absolute discretion, vary the Expiry Date of the Options to the earliest of the relevant dates set out below:

4. (a) 30 days (or such later date as the Company’s Board of Directors determines in its absolute discretion) after a person or corporation:

   • (i) makes a takeover bid (as defined in the Corporations Act) to acquire any Share and the takeover bid extends to Shares issued and allotted after the date of the takeover bid; and

   • (ii) becomes entitled to proceed to compulsory acquisition of the Shares pursuant to section 661A of the Corporations Act;

5. (b) 10 days (or such later date as the Company’s Board of Directors determines in its absolute discretion) after the Company convenes a meeting of shareholders in order to enter into a scheme of arrangement (pursuant to the provisions of the Corporations Act) which, if implemented would result in a person or corporation becoming entitled to not less than 90% of the Shares, and that scheme is in fact approved; and

6. (c) in accordance with clause 3 above.

7. Despite anything in these terms, if, in the opinion of the Board of Directors of the Company, a Change Of Control Event has occurred, or is likely to occur, the Board may (in its absolute discretion) declare an Option to be free of any conditions of exercise and Options which are so declared may be exercised at any time on or before the Expiry Date and in any number. A "Change of Control" event means:

8. (a) the Company entering into a scheme of arrangement with its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;

9. (b) the commencement of a bid period in relation to the Company (as defined in the Corporations Act) to acquire any Share and the takeover bid extends to Shares issued and allotted after the date of the takeover bid; or

10. (c) when a person or group of associated persons having a relevant interest in, subsequent to the adoption of these Rules, sufficient Shares in the Company to give it or them the ability, in general meeting, to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

11. Upon valid exercise of Options, the Holder will be issued the corresponding number of Shares by the Company within 14 Business Days of the last to occur of:

12. (a) the Company receiving written notice of exercise from the Holder; and

13. (b) the Company receiving monies representing the exercise price for each of the Options.

14. A Share issued upon exercise of an Option will rank equally in all respects with the Company's then existing fully paid ordinary shares.

Explanatory Statement / Page 8

1. Within 10 Business Days after the issue of Shares upon exercise of the Options, the Company shall apply to ASX for those Shares to be admitted to quotation.

2. There will be no change to the exercise price of an Option or the number of Shares over which an Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to holders of ordinary Shares in the Company (including but not limited to a bonus issue).

3. The Holder of the Options may only participate in a new issue of securities to holders of ordinary Shares in the Company if the Options have been exercised and Shares issued in respect of those Options before the record date for determining entitlements to the new issue. The Company must give the Holder at least 6 Business Days' notice of the record date for determining entitlements to that new issue in accordance with the ASX Listing Rules.

4. If, prior to the expiry of the Options, there is a reorganisation of the issued capital of the Company, the rights of the Holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to reorganisations at that time.

5. A holding statement or certificate will be issued for Options. If there is more than one (1) Option on a holding statement or certificate and prior to the expiry date those Options are exercised in part, the Company will issue another holding statement or certificate for the balance of the Options held and not yet exercised.

6. An Option is not transferable by the Holder unless the Board of Directors of the Company has provided its prior written consent.

7. Neither the Company nor its directors, officers, employees, representatives or agents take any responsibility or assume any liability for the taxation liabilities of the Holder or their associates.

8. The terms and conditions of these Options shall be subject to the Company's Constitution, the ASX Listing Rules and the Corporations Act.

Explanatory Statement / Page 9

ANNEXURE B: VALUATION OF OPTIONS FOR RESOLUTION 4

The valuation undertaken for the purposes of valuing the Options proposed to be issued pursuant to Resolution 4 has been based on the binominal option pricing model.

The key assumptions for the valuation, which valuation was prepared as at 7 July 2011 by RSM Bird Cameron Corporate Pty Ltd, are set out in the table below:

Corporate Pty Ltd, are set out in the tab	le below:
Assumption	Tranche 1	Tranche 2	Tranche 3
Grant Date	18 August 2011	18 August 2011	18 August 2011
Underlying Share Price at Grant Date	$0.0240	$0.0240	$0.0240
Exercise Price	$0.0186	$0.0186	$0.0186
Maximum Option Life (Years)	1.08	2.08	3.08
Expected Future Volatility	110%	110%	110%
Risk Free Rate	4.70%	4.70%	4.70%
Exercise Multiple	2.5	2.5	2.5
Dividend Yield	0%	0%	0%
Vesting Period (Years)	1.0	2.0	3.0

In the above table, the underlying share price of $0.0240 is based on the closing price of Shares traded on ASX on 6 July 2011, being the last trading prior to the date of the valuation.

Using the assumptions above, the value of the Options, being the financial benefit for the purpose of Resolution 4, is:

Resolution 4, is:
Tranche	Number of Options	Value per Option	Total Value
Tranche 1	6,666,666	$0.0124	$82,667
Tranche 2	6,666,667	$0.0155	$103,333
Tranche 3	6,666,667	$0.0175	$116,667
Total	20,000,000		$302,667

The table below analyses the impact on the value of the Options in the event of an increase in the assumptions listed above, where all other assumptions remain the same:

Variable/Assumption Increased	Effect on the Value of the Option
Exercise Price	Decrease
Current Share Price	Increase
Life of the Option	Increase
Volatility	Increase
Dividends	Decrease
Risk Free Interest Rate	Increase
Vesting Period	Increase

Explanatory Statement / Page 10

SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

Telephone: (08) 9228 1199 Facsimile: (08) 9228 2299 Email: smarttrans@smarttrans.com.au

 FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 2.00PM (EST) ON 16 AUGUST 2011

HOW TO COMPLETE THIS PROXY FORM Please read these notes prior to completion of the voting form.

VOTES ON ITEMS OF BUSINESS

Voting 100% of your holding . You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Voting a portion of your holding . You may indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. The sum of the votes cast on each item or the percentages for and against an item must not exceed your voting entitlement or 100%.

A proxy need not be a member.

APPOINTMENT OF 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 proportion or number of votes each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. A separate Proxy Form should be used for each proxy. Additional Proxy Forms will be supplied by the Company on request. If you lodge two proxies please lodge both forms together.

SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the holders must sign.

Power of Attorney: if signing under a Power of Attorney, the Power of Attorney, or a certified copy of the Power of Attorney, must be lodged with the Company no later than 48 hours before the time fixed for holding the meeting.

Companies : Where a 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, this form must be signed by the Sole Director. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate member or proxy is to attend the meeting the appropriate “Corporate Representative Certificate” should be completed and produced prior to admission. A form of the Certificate may be obtained by telephoning the Company.

LODGMENT OF PROXY FORM:

This form (and any power of attorney under which it is signed) must be received by the Company no later than 48 hours before the time fixed for holding the meeting. Any Proxy Form received after this time will not be valid for the meeting.

Documents may be lodged, and will be received by the Company, as follows:

IN PERSON: Level 1 / 614 Newcastle Street LEEDERVILLE WA 6007 BY MAIL: PO Box 334 LEEDERVILLE WA 6903 BY FAX : +61 8 9228 2299

SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

FORM OF PROXY

I/We…..……………………………………………………………………………………….........................................................................................................................

of…………………………………………………………………………………………….............................................................................................................................

being a member/s of SmartTrans Holdings Limited (“the Company”), appoint

Please leave this box blank if you have selected the The Chairman of the Meeting OR 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, as the proxy sees fit) at the General Meeting of SmartTrans Holdings Ltd ACN 009 065 650 to be held on the 9th Floor, 428 George Street, Sydney, New South Wales on Thursday, 18[th] August 2011 at 2.00PM (EST) and at any adjournment of that meeting.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the resolution/s and in favour of each of the other items of business.

If two proxies are being appointed, the proportion of the members voting rights that this proxy is appointed to represent is ………….. percent. (Additional proxy forms will be supplied by the Company on request).

Proxy Voting Instructions

If you wish to instruct your proxy how to vote, insert a tick in the appropriate box, otherwise your proxy may vote or abstain from voting as he/she thinks fit.

Resolutions For Against Abstain 1. Ratify the Issue of the October Placement shares 2. Ratify the Issue of the November Placement shares 3. Ratify the Issue of the April Shares 4. Approve the Issue of Options Dr Geoff Raby	PLEASE NOTE:If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Dated this day of 2011

If the member is a body corporate, then this proxy must be signed in accordance with section 127 of the Corporations Act 2001 or by an attorney appointed in writing by the body corporate.

EXECUTED by ACN

in accordance with section 127 of the Corporations Act 2001 :

______ ___________ Director/Company Secretary/Sole Director (Director)

________ ___________ Name of Director/Company Secretary/Sole Director Name of Director (BLOCK LETTERS) (BLOCK LETTERS)

OR

If the member is an individual or joint holders:

________ _______ Signature Signature