ORCODA LIMITED - Proxy Solicitation & Information Statement 2017

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 The Prince Albert Room Sir Stamford at Circular Quay 93 Macquarie Street, SYDNEY NSW 2000 on 28 February 2017 at 11.00am (AEDT) ( 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: Ratify the issue of Shares to Dymocks Securities Pty Ltd

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 issue of 16,443,753 fully paid ordinary shares in the capital of the Company to Dymocks Securities Pty Ltd on the terms and conditions set out in the Explanatory Notes.”

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.

ITEM 2: Ratify the issue of Shares to Loyal Strategic Investment Limited

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 issue of 16,443,753 fully paid ordinary shares in the capital of the Company to Loyal Strategic Investment Limited on the terms and conditions set out in the Explanatory Notes.”

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.

ITEM 3: Approval for issue of Shares to Dymocks Securities Pty Ltd

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given for the issue of 8,556,247 fully paid ordinary shares to Dymocks Securities Pty Ltd on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by Dymocks Securities Pty Ltd and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares in the Company, if Resolution 3 is passed, 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 for issue of Shares to Loyal Strategic Investment Limited

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given for the issue of 8,556,247 fully paid ordinary shares to Loyal Strategic Investment Limited on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by Loyal Strategic Investment Limited and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares in the Company, if Resolution 4 is passed, 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: Ratify the issue of Shares to Lanstead Capital LP

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 issue of 295,000,000 fully paid ordinary shares in the capital of the Company to Lanstead Capital LP Limited on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 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.

ITEM 6: Approval for issue of Shares to Lanstead Capital LP

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given for the issue of 125,000,000 fully paid ordinary shares in the capital of the Company to Lanstead Capital LP on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by Lanstead Capital LP and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares in the Company, if Resolution 6 is passed, 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 7: Approval for issue of Options to Lanstead Capital LP

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given for the issue of 200,000,000 options to acquire fully paid ordinary shares to Lanstead Capital LP on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by Lanstead Capital LP and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares in the Company, if Resolution 7 is passed, 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 8: Ratify the issue of Shares to Employees of the Company

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 issue of 2,200,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 8 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.

ITEM 9: Ratify the issue of Options to Triple C Consulting Pty Ltd

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 issue of 2,000,000 options to Triple C Consulting Pty Ltd, on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 9 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.

ITEM 10: Approval for issue of Shares

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be and is hereby given for the issue of up to 35,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Notes.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 10 by a person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares in the Company, if Resolution 10 is passed, 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.

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 7:00pm (AEDT) on 26 February 2017 ( 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 11:00am (AEDT) on 26 February 2017 ( 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.

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

Leanne Ralph Company Secretary 25 January 2017

Explanatory Notes

Notes on Business

Background - General

On 28 December 2016 the Company announced that it had:

(a) agreed to raise a total of $500,000 through a two-tranche private placement of fully paid ordinary shares to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited, existing shareholders of the Company, comprising:
(1) a placement of a total 32,887,506 shares ( Tranche 1 Placement Shares ) under the Company’s 15% placement capacity; and
(2) a placement of 17,112,494 shares ( Tranche 2 Placement Shares ), subject to shareholder approval; and
(b) entered into agreements with UK based investor Lanstead Capital LP ( Lanstead ) for a two-tranche equity funding investment, pursuant to which the Company will issue Lanstead a total of 400,000,000 ordinary shares at an issue price of $0.01 per share ($4,000,000), comprising:
(1) a placement of a total of 275,000,000 shares under the Company’s 15% placement capacity ( Tranche A Lanstead Shares ); and
(2) a conditional placement of a total of 125,000,000 shares (subject to, amongst other things, shareholder approval at the EGM) ( Tranche B Lanstead Shares ).

The Company also issued 20,000,000 shares to Lanstead in consideration for the transaction.

Resolutions 1, 2 and 5 seek Shareholder approval under Listing Rule 7.4 to ratify the issue of the first tranches of the above Shares. Shareholder ratification will enable the Company to issues Shares in the next 12 months under its 15% placement capacity without the need to seek prior Shareholder approval.

Resolutions 3, 4 and 6 seek Shareholder approval pursuant to Listing Rule 7.1 to issue the second tranches of the above Shares.

As part of the Lanstead equity funding arrangement, the Company also agreed, subject to receipt of shareholder approval, to issue 200,000,000 options exercisable at $0.0175 within 2 years from their date of issue. Resolution 7 seeks Shareholder approval to issue those Options.

Resolutions 8 and 9 seek shareholder approval under Listing Rule 7.4 to ratify unrelated prior issues of securities.

ITEMS 1 and 2 - Ratify the issue of Shares to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited

Background

Resolutions 1 and 2 seek shareholder ratification of the issue by the Company of a total of 32,887,506 Shares at an issue price of $0.01 per share on or about 25 January 2017. The Company issued 16,443,753 Shares to each of Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited as the Tranche 1 Placement Shares.

ASX Listing Rule 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 Rule 7.4

ASX Listing Rule 7.4 sets out 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 Shares, subject of Resolutions 1 and 2:

(a) the total number of Tranche 1 Placement Shares issued by the Company was 32,887,506 Shares, with 16,443,753 Tranche 1 Placement Shares issued to each of Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited;
(b) the Tranche 1 Placement Shares were issued at a price of $0.01 per Share;
(c) the Tranche 1 Placement Shares rank equally in all respects with the Company’s existing Shares on issue;
(d) the Tranche 1 Placement Shares were issued to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited. Related parties of the Company did not participate in the placement;
(e) Funds raised from the issue of the Tranche 1 Placement Shares have been, and will be, used by the Company for:
Scale up the roll-out and marketing of the company’s e-commerce platforms in China;
To market SmartPay and SmartTrans’ e-Commerce platforms to merchants in Australia;
The marketing of the company’s mobile billing products and services in China; and
General working capital; and
(f) a voting exclusion statement is included in the Notice of Meeting.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolutions 1 and 2.

ITEMS 3 and 4 - Approve the issue of Shares to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited

Background

Resolutions 3 and 4 seek Shareholder approval to issue a total of 17,112,494 Tranche 2 Placement Shares to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited at an issue price of $0.01.

Listing Rule 7.1

The effect of Resolutions 3 and 4 will be to allow the Directors to issue the Tranche 2 Placement Shares to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited, without those Shares being counted toward the Company’s 15% annual placement capacity under Listing Rule 7.1.

Technical Information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the total number of Tranche 2 Placement Shares proposed to be issued by the Company is 17,112,494 Shares, with 8,556,247 Tranche 2 Placement Shares proposed to be issued to each of Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited;
(b) the Tranche 2 Placement Shares will be issued on or about 2 March 2017, and in any event no later than 3 months after the date of the Meeting;
(c) the Tranche 2 Placement Shares will be issued at a price of $0.01 per Share;
(d) the Tranche 2 Placement Shares will be issued to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited;
(e) the Tranche 2 Placement Shares rank equally in all respects with the Company’s existing Shares on issue;
(f) the Company intends to use the funds raised from the issue of the Tranche 2 Placement Shares for:
Scale up the roll-out and marketing of the company’s e-commerce platforms in China;
To market SmartPay and SmartTrans’ e-Commerce platforms to merchants in Australia;
The marketing of the company’s mobile billing products and services in China; and
General working capital; and
(g) a voting exclusion statement is included in the Notice of Meeting.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolutions 3 and 4.

ITEMS 5 and 6 - Ratify the issue of Tranche A Lanstead Shares to Lanstead Capital LP and approve the issue of Tranche B Lanstead Shares to Lanstead Capital LP

Background

On 28 December 2016, the Company announced that it had entered into agreements with UK based investor Lanstead Capital LP ( Lanstead ) for an equity funding investment, pursuant to which the Company will issue Lanstead a total of up to 400,000,000 ordinary shares at an issue price of $0.01 per share ($4,000,000 investment), comprising:

(a) 275,000,000 Tranche A Placement Shares; and
(b) Subject to, amongst other things, receipt of shareholder approval, 125,000,000 Tranche B Placement Shares.

In addition, the parties entered into sharing agreements with associated documentation in relation to each of the above tranches ( Sharing Agreements ), under which the funds will be made available to the Company over an 18 month period.

Tranche A Sharing Agreement

Under the Tranche A Sharing Agreement, SmartTrans retained $412,500 of the $2,750,000 Tranche A subscription funds. The remainder of the funds were invested in the sharing arrangement described below, with funds being made available to SmartTrans over an 18 month period (commencing 60 days after closing) with the amount of those payments varying depending on the volume weighted average price ( VWAP ) for the Company’s shares.

Tranche B Sharing Agreement

Subject to shareholder approval being received, under the Tranche B Sharing Agreement, SmartTrans will retain $187,500 of the $1,250,000 Tranche B subscription funds. The remainder of the funds will be invested in the sharing arrangement described below with funds being made available to SmartTrans over an 18 month period (commencing 60 days after closing) with the amount of those payments varying depending on the VWAP for the Company’s shares.

Sharing arrangements

The Sharing Agreements, which have a term of 18 months, set a benchmark share price of $0.01333 (subject to adjustment in certain circumstances ( Benchmark Price ). SmartTrans then receives monthly cash payments over an 18 month period (for each of Tranche A and Tranche B respectively), with the amount to be paid determined by the Company’s share price performance measured against the Benchmark Price. The Sharing Agreements operate such that:

(a) If the share price were to average $0.01333 over the 18 month term, SmartTrans would receive a total of $4,000,000 as follows:
(1) Tranche A - $412,500 up-front then $2,337,500 in 18, monthly settlements;
(2) Tranche B - $187,500 up-front then $1,062,500 in 18, monthly settlements;
(b) If the share price were to average more than $0.01333 over the 18 month term, the subscription amount of $4,000,000 and therefore the monthly payment would increase proportionately; and
(c) If the share price were to average less than than $0.01333 over the 18 month term, the subscription amount of $4,000,000 and therefore the monthly payment would reduce proportionately.

The Benchmark Price for each monthly payment is measured against the VWAP of SmartTrans’ shares for the five trading days prior to the valuation date of the relevant month.

No additional shares will be issued if the amount payable to SmartTrans increases beyond $4,000,000.

In consideration for the Sharing Agreement, SmartTrans paid Lanstead a fee of A$200,000, which SmartTrans satisfied by issuing Lanstead with 20,000,000 shares at a notional issue price of $0.01 per share ( Fee Shares ).

Accordingly:

(a) Resolution 5 seeks shareholder ratification for the issue by the Company of 295,000,000 Shares at an issue price of $0.01 per share on 23 December 2016. The issue comprised 275,000,000 Tranche A Lanstead Shares and 20,000,000 Fee Shares; and
(b) Resolution 6 seeks shareholder approval for the Company to issue 125,000,000 new Shares (being the Tranche B Lanstead Shares) to Lanstead at an issue price of $0.01 per share on or about 2 March 2017.

ASX Listing Rule 7.1

The effect of Resolution 6 will be to allow the Directors to issue the Tranche B Lanstead Shares to Lanstead Capital LP, without those Shares being counted toward the Company’s 15% annual placement capacity under Listing Rule 7.1.

ASX Listing Rule 7.4

Under Resolution 5, ratification by the shareholders of the Company is sought pursuant to ASX Listing Rule 7.4 in relation to the issue of the Tranche A Lanstead Shares, 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 – Resolution 5

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the issue of the Tranche A Placement Shares, subject of Resolution 5:

(a) the total number of Shares issued by the Company was 295,000,000 Shares, comprising 275,000,000 Tranche A Lanstead Shares and 20,000,000 Fee Shares;
(b) the Shares were issued at a price of $0.01 per Share (noting that the Fee Shares were issued for nil consideration as part of the fee payable to Lanstead);
(c) the Shares rank equally in all respects with the Company’s existing Shares on issue;
(d) the Shares were issued to Lanstead Capital LP, which is not a related party of the Company;
(e) the funds raised by the issue of the Shares have been, or will be, used by the Company for: - - Scale up the roll-out and marketing of the company’s e-commerce platforms in China;
To market SmartPay and SmartTrans’ e-Commerce platforms to merchants in Australia;
The marketing of the company’s mobile billing products and services in China; and
General working capital; and
(f) a voting exclusion statement is included in the Notice of Meeting.

Specific Disclosure of Information – Resolution 6

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the total number of Tranche B Lanstead Shares proposed to be issued by the Company is 125,000,000 Shares;
(b) the Tranche B Lanstead Shares will be issued on or about 2 March 2017 and in any event no later than 3 months after the date of the Meeting;
(c) the Tranche B Lanstead Shares will be issued at a price of $0.01 per Share;

(d) the Tranche B Lanstead Shares will be issued to Lanstead Capital LP, who is not a related party of the Company;
(e) the Tranche B Lanstead Shares rank equally in all respects with the Company’s existing Shares on issue;
(f) the Company intends to use the funds raised from the issue of the Tranche B Placement Shares for:
Scale up the roll-out and marketing of the company’s e-commerce platforms in China;
To market SmartPay and SmartTrans’ e-Commerce platforms to merchants in Australia;
The marketing of the company’s mobile billing products and services in China; and
General working capital;
(g) a voting exclusion statement is included in the Notice of Meeting.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 5 and Resolution 6.

ITEM 7 - Approve the issue of Options to Lanstead Capital LP

Background

In connection with the placement to Lanstead the subject of Resolutions 5 and 6, the Company entered in to an Option Deed with Lanstead Capital LP ( Option Deed ). Resolution 7 seeks shareholder approval for the issue by the Company of 200,000,000 options to acquire Shares ( Lanstead Options ) exercisable at $0.0175 per Share. The Company intends to issue the Lanstead Options on or about 2 March 2017 and the Lanstead Options will expire 2 years from the date of issue. The grant of the Lanstead Options is subject to the Tranche B Lanstead Shares being issued.

Listing Rule 7.1

The effect of Resolution 7 will be to allow the Directors to issue the Lanstead Options, without the Lanstead Options, or the Shares issued upon exercise of the Lanstead Options being counted toward the Company’s 15% annual placement capacity under Listing Rule 7.1.

Technical Information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the maximum total number of Lanstead Options to be issued by the Company is 200,000,000 Lanstead Options;
(b) the Lanstead Options will be issued on or about 2 March 2017, and in any event no later than 3 months after the date of the Meeting;
(c) the Lanstead Options were issued for non-cash consideration pursuant to the Option Deed, as part of the capital raising the subject of Resolutions 5 and 6;
(d) the Lanstead Options will be issued to Lanstead Capital LP, who is not a related party of the Company;

(e) the Lanstead Options are exercisable at $0.0175 per Share at any time within 2 years from their date of issue. A summary of the key terms of the Options is set out in Schedule 2;
(f) no funds were raised by the issue of the Lanstead Options. The Company intends to use any funds raised from the exercise of the Lanstead Options for:
Scale up the roll-out and marketing of the company’s e-commerce platforms in China;
To market SmartPay and SmartTrans’ e-Commerce platforms to merchants in Australia;
The marketing of the company’s mobile billing products and services in China; and
General working capital;
(g) a voting exclusion statement is included in the Notice of Meeting.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 7.

ITEM 8 - Ratify the issue of Shares to Employees

Background

Resolution 8 seeks shareholder ratification for the issue by the Company of 2,200,000 Shares at an issue price of $0.03 per share on or about 18 March 2016 to key employees of the Company, as part of their remuneration and incentive arrangements.

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the Shares subject of Resolution 8:

(a) the total number of Shares issued by the Company was 2,200,000 Shares;
(b) the Shares were issued at a price of $0.03 per Share;
(c) the Shares rank equally in all respects with the Company’s existing Shares on issue;
(d) the Shares were issued to various employees of the Company. Related parties of the Company did not participate in the placement;

(e) the shares were issued for nil cash consideration as part of the employees’ remuneration and incentive arrangements. Accordingly, no funds were raised from the issue of the Shares; and
(f) a voting exclusion statement is included in the Notice of Meeting.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 8.

ITEM 9 - Ratify the issue of Options to Triple C Consulting Pty Ltd

Background

Resolution 3 seeks shareholder ratification for the issue by the Company of 2,000,000 unlisted options to acquire Shares ( Options ) exercisable at $0.035 on 29 January 2016 to Triple C Consulting Pty Ltd. The Options were issued to Triple C Consulting pursuant to a Corporate Advisory Services Mandate Agreement between Triple C Consulting and the Company ( Mandate ).

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information

ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the Shares, subject of Resolution 9:

(a) the total number of Options issued by the Company was 2,000,000 Options;
(b) the Options were issued for non-cash consideration to Triple C Consulting Pty Ltd as part of the consideration payable to Triple C Consulting for professional services provided to the Company;
(c) the Options are exercisable at $0.035 per Share on or before 29 January 2018. A summary of the key terms of the Options is set out in Schedule 1;
(d) the Options were issued to Triple C Consulting Pty Ltd in consideration for professional services;
(e) the Options were issued for nil cash consideration and as such no funds were raised from the grant of the Options. If all Options issued pursuant to Resolution 9 were to be exercised, total funds of $70,000 would be received by the Company; and
(f) a voting exclusion statement is included in the Notice of Meeting.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 9.

ITEM 10 - Approve the issue of Shares

Background

Resolution 10 seek Shareholder approval to issue a total of up to 35,000,000 Shares to sophisticated and professional investors at an issue price of $0.01.

Listing Rule 7.1

The effect of Resolution 10 will be to allow the Directors to issue up to 35,000,000 Shares to without those Shares being counted toward the Company’s 15% annual placement capacity under Listing Rule 7.1.

Technical Information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the total number of Shares proposed to be issued by the Company is a maximum of 35,000,000 Shares;
(b) the Shares will be issued on or about 2 March 2017, and in any event no later than 3 months after the date of the Meeting;
(c) the Shares will be issued at a price of $0.01 per Share;
(d) the Shares will be issued to sophisticated and professional investors, none of whom will be related parties of the Company;
(e) the Shares rank equally in all respects with the Company’s existing Shares on issue;
(f) the Company intends to use the funds raised from the issue of the Shares for:
Scale up the roll-out and marketing of the company’s e-commerce platforms in China;
To market SmartPay and SmartTrans’ e-Commerce platforms to merchants in Australia;
The marketing of the company’s mobile billing products and services in China; and
General working capital; and
(g) a voting exclusion statement is included in the Notice of Meeting.

Board Comment and Recommendations

The Directors recommend that Shareholders vote in favour of Resolution 10.

Schedule 1 Terms and conditions of options – Resolution 7

The terms and conditions of the Options the subject of Resolution 7 are as follows:

(a) Entitlement

Each Option entitles the holder to subscribe for one Ordinary Share at an exercise price of A$0.0175 per Share.

(b) Exercise

The Options may be exercised at any time within 2 years from the date of issue by notice in writing to the Company in the manner specified on the Option certificate (a “Notice of Exercise”) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(c) Issue and Quotation of shares

Shares issued on exercise of the Options rank equally with the then issued shares of the Company. If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(d) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(e) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(f) Adjustment for rights issue or bonus issues

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the Exercise Price may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

(g) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Schedule 2 Terms and conditions of options – Resolution 9

The terms and conditions of the Options the subject of Resolution 9 are as follows:

(a) Entitlement

Each Option shall entitle the holder the right to subscribe (in cash) for one Share in the capital of the Company.

(b) Option Period

The Options will expire at 5.00pm EST on 29 January 2018. Subject to clause (f), Options may be exercised at any time prior to the expiry date and Options not so exercised shall automatically expire on the expiry date.

(c)

Escrow

(1) The Options are subject to an escrow period of 6 months from the date of issue.
(2) The Options were issued pursuant to an agreement between Triple C Consulting Pty Ltd and the Company in respect of the provision of professional services by Triple C Consulting Pty Ltd. Triple C Consulting Pty Ltd terminated that agreement on 22 September 2016.
(3) No Options may be exercise while they are liable for cancellation under item (c)(2) above.

(d)

Ranking of Share Issued on Exercise of Option

Each Share issued as a result of the exercise of any Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares in the capital of the Company on issue at the date of issue.

(e) Voting

A registered owner of an Option ( Option Holder ) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, a member of the Company.

(f) Transfer of an Option

Options are transferable at any time prior to the expiry date. This right is subject to any restrictions on the transfer of Options that may be imposed by the Corporations Act or ASX.

(g) Method of Exercise of an Option

(1) The Company will provide to each Option Holder a notice that is to be completed when exercising the Options ( Notice of Exercise of Options ). Options may be exercised by the Option Holder by completing the Notice of Exercise of Options and forwarding the same to the Company Secretary to be received prior to the expiry date. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of Ordinary Shares in the capital of the Company to be issued.
(2) The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of shares being subscribed.
(3) The exercise of less than all of an Option Holder’s Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder’s entitlement under the Option Holder’s remaining Options.
(4) Within 14 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.

(5) The Company will within 3 business days from the date of issue of Shares pursuant to the exercise of an Option, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.
(6) The Company will generally comply with the requirements of the Listing Rules in relation to the timetables imposed when quoted Options are due to expire. Where there shall be any inconsistency between the timetables outlined herein regarding the expiry of the Options and the timetable outlined in the Listing Rules, the timetable outlined in the Listing Rules shall apply.

(h)

ASX Listing

(1) The Options will be unlisted.
(2) Following the exercise of an Option, the Company will apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

(i) Reconstruction

In the event of a reconstruction (including a consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

(j) Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its shareholders from time to time prior to the expiry date unless and until the Options are exercised. The Company will ensure that during the exercise period, the record date for the purposes of determining entitlements to any new such issue, will be at least nine (9) business days after such new issues are announced (or such other date if required under the Listing Rules) in order to afford the Option Holder an opportunity to exercise the Options held by the Option Holder.

(k) No Change of Options Exercise Price or Number of Underlying Shares

There are no rights to change the exercise price of the Options or the number of underlying Shares.

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SmartTrans Holdings Limited ABN 86 009 065 650

Lodge your vote:

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
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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

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Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

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For all enquiries call:

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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: I9999999999 PIN: 99999

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 11.00am (AEDT) Sunday 26 February 2017

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.

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Individual: Where the holding is in one name, the securityholder must sign.

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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".

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GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

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.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

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to indicate your directions

XX

I/We being a member/s of SmartTrans Holdings Limited 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 Limited to be held at the Prince Albert Room Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Tuesday 28 February 2017 at 11.00am (AEDT) and at any adjournment or postponement of that meeting.

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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For Against Abstain
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Item	1	Ratify the issue of Shares to Dymocks Securities Pty Ltd
Item	2	Ratify the issue of Shares to Loyal Strategic Investment Limited
Item	3	Approval for issue of Shares to Dymocks Securities Pty Ltd
Item	4	Approval for issue of Shares to Loyal Strategic Investment Limited
Item	5	Ratify the issue of Shares to Lanstead Capital LP
Item	6	Approval for issue of Shares to Lanstead Capital LP
Item	7	Approval for issue of Options to Lanstead Capital LP
Item	8	Ratify the issue of Shares to Employees of the Company
Item	9	Ratify the issue of Options to Triple C Consulting Pty Ltd
Item	10	Approval for issue of Shares

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

2 2 2 9 9 5 A

AI assistant

ORCODA LIMITED — Proxy Solicitation & Information Statement 2017

65482_rns_2017-01-30_9aa1f0bf-2042-4916-8f66-ce9d18c39cbd.pdf

SMARTTRANS HOLDINGS LIMITED

ACN 009 065 650

NOTICE OF EXTRAORDINARY GENERAL MEETING

BUSINESS OF THE MEETING

_____________

ITEM 1: Ratify the issue of Shares to Dymocks Securities Pty Ltd

ITEM 2: Ratify the issue of Shares to Loyal Strategic Investment Limited

ITEM 3: Approval for issue of Shares to Dymocks Securities Pty Ltd

ITEM 4: Approval for issue of Shares to Loyal Strategic Investment Limited

ITEM 5: Ratify the issue of Shares to Lanstead Capital LP

ITEM 6: Approval for issue of Shares to Lanstead Capital LP

ITEM 7: Approval for issue of Options to Lanstead Capital LP

ITEM 8: Ratify the issue of Shares to Employees of the Company

ITEM 9: Ratify the issue of Options to Triple C Consulting Pty Ltd

ITEM 10: Approval for issue of Shares

VOTING OPTIONS AND PROXIES

_____________

Voting by Proxy

Proxy Voting by the Chairman

Proxy Forms

_____________

BY ORDER OF THE BOARD

Notes on Business

Background - General

ITEMS 1 and 2 - Ratify the issue of Shares to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited

Background

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information

Board Comment and Recommendations

ITEMS 3 and 4 - Approve the issue of Shares to Dymocks Securities Pty Ltd and Loyal Strategic Investment Limited

Background

Listing Rule 7.1

Technical Information required by Listing Rule 7.3

Board Comment and Recommendations

ITEMS 5 and 6 - Ratify the issue of Tranche A Lanstead Shares to Lanstead Capital LP and approve the issue of Tranche B Lanstead Shares to Lanstead Capital LP

Background

Tranche A Sharing Agreement

Tranche B Sharing Agreement

Sharing arrangements

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information – Resolution 5

Specific Disclosure of Information – Resolution 6

Board Comment and Recommendations

ITEM 7 - Approve the issue of Options to Lanstead Capital LP

Background

Listing Rule 7.1

Technical Information required by Listing Rule 7.3

Board Comment and Recommendations

ITEM 8 - Ratify the issue of Shares to Employees

Background

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information

Board Comment and Recommendations

ITEM 9 - Ratify the issue of Options to Triple C Consulting Pty Ltd

Background

ASX Listing Rule 7.1

ASX Listing Rule 7.4

Specific Disclosure of Information

Board Comment and Recommendations

ITEM 10 - Approve the issue of Shares

Background

Listing Rule 7.1

Technical Information required by Listing Rule 7.3

Board Comment and Recommendations

(a) Entitlement

(b) Exercise

(c) Issue and Quotation of shares

(d) Reconstruction of capital

(e) Participation in new issues

(f) Adjustment for rights issue or bonus issues

(g) Transferability

(a) Entitlement

(b) Option Period

(c)

ORCODA LIMITED Proxy Solicitation & Information Statement 2017