smarttrans holdings limited acn 009 065 650 notice of extraordinary general meeting

15 Pages·2017·0.55 MB·English

SMARTTRANS HOLDINGS LIMITED

ACN 009 065 650

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

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

BUSINESS OF THE MEETING
_________________________________________________________________________

ITEM 1: Change of Company name

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

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

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

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

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

Voting exclusion: The Company will disregard any votes cast in favour of this resolution by The Hon M. Vaile or his nominee(s), and any of
their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote,
in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled
to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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

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

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

Voting exclusion: The Company will disregard any votes cast in favour of this resolution by Mr Mason or his nominee(s), and any of their
associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to
vote, in accordance with a direction on the proxy form to vote as the proxy decides.
ITEM 4: Approval of Issue of Shares to Mr Yui (Ian) Tang in lieu of Director’s fees

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

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

Voting exclusion: The Company will disregard any votes cast in favour of this resolution by Mr Tang or his nominee(s), and any of their
associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in
accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to
vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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

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

“That, for the purposes of Listing Rule 10.11, section 200B of the Corporations Act, and for all other purposes
approval is given for the Company to grant 27,666,667 Performance Rights (Director Performance Rights) for
nil consideration to Mr Brendan Mason on the terms and conditions in the Explanatory Notes is hereby
approved.”
Voting Exclusion: The Company will disregard any votes cast in favour of this resolution by Mr Brendan Mason and any of his associates.
However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with
the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance
with a direction on the proxy form to vote as the proxy decides.

ITEM 6: Approval of Consolidation

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

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

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ENTITLEMENT TO VOTE
_________________________________________________________________________

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that
the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7pm
(AEST) on 5 August 2018 (Entitlement Time).

This means that if you are not the registered holder of a Share in the Company at the Entitlement Time, you will
not be entitled to vote at the Meeting.

VOTING OPTIONS AND PROXIES
_________________________________________________________________________

If you do not plan to attend the Meeting in person, you are encouraged to complete and return the Proxy
Form which accompanies this Notice of Annual General Meeting.

Voting by Proxy
A Shareholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than 2 proxies
to attend and vote in place of the member.

If the Shareholder appoints 2 proxies, the Shareholder may specify the proportion or number of votes each proxy
is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the
shareholder’s votes. If the specified proportion or number of votes exceed that which the Shareholder is entitled
to, each proxy may exercise half of the Shareholder’s votes. Any fractions of votes brought about by the
apportionment of votes to a proxy will be disregarded.

A proxy need not be a Shareholder of the Company. A body corporate appointed as a Shareholder’s proxy may
appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The
representative should bring to the Meeting evidence of his or her appointment, including any authority under
which the appointment is signed, unless it has previously been given to the Company.

If a Shareholder has not directed their proxy how to vote, the proxy may vote as the proxy determines, and if a
Shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on
an item of business, the Chairman will vote in accordance with his voting intention as stated in this Notice of
Meeting, namely in favour of each of the proposed resolutions set out in the Notice of Meeting.

Proxy Voting by the Chairman
The Chairman intends to vote all undirected proxies in favour of the resolutions in the Notice of Meeting.

Proxy Forms
To be effective, the Proxy Form must be completed, signed and lodged (together with the relevant original power
of attorney or a certified copy if the proxy is signed by an attorney) with the Company’s share registry, as an
original or by facsimile, no later than 11am (AEST) on 5 August 2018 (Proxy Deadline).

Proxy forms may be submitted in one of the following ways:

(i) By mail to Computershare Investor Services Pty Ltd using the reply paid envelope or GPO Box
242, Melbourne VIC 3001. Please allow sufficient time so that it reaches Computershare Investor
Services Pty Ltd by the Proxy Deadline;

(ii) By fax to Computershare Investor Services Pty Ltd on [phone] (within Australia) or +61 3
9473 2555 (outside Australia);

(iii) Online via the Company’s Share Registry website at www.investorvote.com.au or via your mobile
phone using your QR code. Please refer to the Proxy Form for more information; or

(iv) By hand delivery to Computershare at Level 4, 60 Carrington Street, Sydney NSW 2000.

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

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CORPORATE REPRESENTATIVES
_________________________________________________________________________

Where a shareholding is registered in the name of a corporation, the corporate shareholder may appoint a
person to act as its representative to attend the meeting by providing that person with:

(i) a letter or certificate authorising him or her as the corporation’s representative, executed in
accordance with the corporation’s constitution; or
(ii) a copy of the resolution appointing the representative, certified by a secretary or director of the
corporation.

BY ORDER OF THE BOARD

Julian Rockett
Company Secretary
6 July 2018

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Explanatory Notes

ITEM 1 - Approval of change of Company name
Reasons for the proposed change
Section 157(1) of the Corporations Act provides that a company may change its name if the company passes a
special resolution adopting a new name and the company lodges an application in the prescribed form with
ASIC.
Item 1 seeks the approval of Shareholders for the Company to change its name from SmartTrans Holdings
Limited to Orcoda Limited, and to amend the Constitution to reflect the change of name. The Board considers
that the change of name will reflect the Company’s future direction and support its organisational and operating
structure.
Item 1 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present
and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate
representative).
If Item 1 is approved by Shareholders, the proposed name change of the Company will be lodged with ASIC. The
change of name will take effect when ASIC alters the details of the Company’s registration. If Shareholders
approve
Item 1 is approved by Shareholders, the Company’s ASX code will change from “SMA” to “ODA”.
Directors’ Recommendation
The Directors unanimously recommend that Shareholders vote in favour of Item 1.

ITEMS 2, 3 and 4 - Approval of Issue of Shares to Directors in lieu of fees
Introduction
In order to help preserve the Company’s Cash reserves, several directors have agreed to accept Shares in the
Company in satisfaction of outstanding director’s fees.
Items 2, 3 and 4 seek Shareholder approval for the issue of a total of 54,439,620 Shares at a deemed issue price
of 0.4 cents each to several Directors of the Company, in lieu of a portion Director’s fees and executive
remuneration for the periods as shown below.
The Company proposes to issue the following Shares in lieu of director’s fees:
Name Number of shares Value (at deemed Outstanding Accrued
issue price of Director’s Fees entitlement period
$0.004 per Shares) satisfied by issue
The Hon. Mark 20,300,813 $81,203 100% June 2017 – June
Vaile AO 2018
Mr Brendan Mason 26,193,494 $104,774 50% December 2017 –
June 2018
Mr Yui (Ian) Tang 7,945,313 $31,781 100% April 2017 – May
2018

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If this resolution is not approved by Shareholders, each recipient will be paid the equivalent remuneration in
cash.
ASX Listing Rule 10.11
The Company seeks Shareholder approval for the purpose of ASX Listing Rule 10.11 to enable the Company to
issue the Shares to the Directors.
Subject to certain exceptions, ASX Listing Rule 10.11 restricts a company from issuing or agreeing to issue equity
securities to a related party without shareholder approval. If approval is given under ASX Listing Rule 10.11,
approval is not required under ASX Listing Rule 7.1.
Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public
company. Section 208 of the Corporations Act prohibits a public company from giving a financial benefit to a
related party of a public company without shareholder approval unless the benefit falls within one of various
exceptions to the general prohibition. A “related party” for the purposes of the Corporations Act is defined
widely and includes a director of a public company, and entities controlled by him or her. A “financial benefit”
for the purposes of the Corporations Act has a broad meaning and includes a public company issuing securities
to a related party.
Section 211(1) of the Corporations Act provides that shareholder approval is not needed to give a financial
benefit if:
(a) the benefit is remuneration to a related party as an officer or employee of the public
company; and
(b) to give the remuneration would be reasonable given the circumstances.
As the issue of Shares to directors under Items 2, 3 and 4 are being made in lieu of outstanding directors fees
payable to The Hon M. Vaile, Mr Mason and Mr Tang, the Board has determined that the issue of the Shares
falls within section 211(1) of the Corporations Act and, accordingly, the Company is not seeking Shareholder
approval for the purposes of Chapter 2E of the Corporations Act in respect of the issue of those Shares.
Information required by ASX Listing Rule 10.13
In accordance with the requirements of ASX Listing Rule 10.13 of the Corporations Act, the following information
is provided to Shareholders to allow them to assess the issue of the Shares the subject of Items 2, 3 and 4:
(a) the Shares are to be issued to The Hon M. Vaile, Mr Mason and Mr Tang (or their nominees),
all being Directors of the Company.
(b) the maximum number of Shares to be issued to each Director is as follows:
(1) The Hon. M Vaile – 20,300,813 Shares;
(2) Mr Mason – 26,193,494 Shares; and
(3) Mr Tang – 7,945,313 Shares.
(c) the Company will issue and allot the Shares no later than 1 month after the date of the
Meeting (or such longer period as ASX may, in its discretion, allow).
(d) the Shares will be issued at a deemed issue price of 0.4 cents each, meaning the total value
of the Shares issued to each Director will be as follows:
(1) The Hon. M Vaile - $81,203;
(2) Mr Mason - $104,774; and

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(3) Mr Tang - $31,781.
(e) the Shares will be ordinary shares in the capital of the Company and will rank equally in all
respects with the ordinary shares on issue in the Company.
(f) no funds will be raised through the issue of the Shares as they are being issued for nil cash
consideration in satisfaction of amounts which are due by the Company to the Directors for
Directors’ fees and executive remuneration.
(g) a voting exclusion is included in the Notice.
Directors’ recommendation
The Hon. M Vaile has an interest in Item 2 and therefore believes it inappropriate to make a recommendation.
The other Directors who do not have an interest in the outcome of Item 2 recommend that Shareholders vote
in favour of Item 2.
Mr Mason has an interest in Item 3 and therefore believes it inappropriate to make a recommendation. The
other Directors who do not have an interest in the outcome of Item 3 recommend that Shareholders vote in
favour of Item 3.
Mr Tang has an interest in Item 4 and therefore believes it inappropriate to make a recommendation. The
other Directors who do not have an interest in the outcome of Item 4 recommend that Shareholders vote in
favour of Item 4.
ITEM 5 - Approval for issue of Performance Rights to Mr Brendan Mason
Background
The Company proposes to issue performance rights to Mr Brendan Mason to rectify an error made in the
calculation of Performance Rights in connection with Mr Mason’s engagement under the Executive Services
Agreement dated 13 December 2017.

At the extraordinary general meeting of the Company held on 15 February 2018, shareholders approved the
issue of 53,333,333 Performance Rights to Mr Mason. The correct number of Performance Rights to which Mr
Mason is entitled, as approved by the Company’s remuneration committee, is 81,000,000. This results in a
shortfall of 27,666,667 Performance Rights to which Mr Mason is entitled (subject to receipt of shareholder
approval). Accordingly, the Company seeks shareholder approval for the grant of the additional Performance
Rights.
Mr Mason was appointed Managing Director in July 2017. Mr Mason is a related party of the Company in that
he is also a director of the Company. The Board considers that the grant of Director Performance Rights to Mr
Mason, the Managing Director and chief executive officer of the Company, would be a cost effective and efficient
reward for the Company to make to appropriately incentivise his continued performance. The provision of
incentives that do not require any cash outlay supports the strategic goals of the Company.
The Director Performance Rights form part of Mr Mason’s remuneration package as Managing Director.
It is the intention of the Board that the Director Performance Rights will be subject to milestone achievements
(see Objectives below).
The Company proposes to issue Director Performance Rights to Mr Mason in order to:
1. link a portion of Mr Mason's remuneration with the strategic goals and performance of the Company;
2. align Mr Mason's financial interests with those of the Shareholders;
3. provide incentives for Mr Mason to participate on superior performance that creates Shareholder
value; and
4. provide Mr Mason with an incentive which is a hybrid of a traditional long-term incentive reward
(generally providing an ownership interest in the company following the achievement of
predetermined performance milestones over a number of years) and a short-term bonus incentive
(usually paid annually in cash on the achievement of key performance indicators).

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Objectives
The Company proposes to grant a further 27,666,667 Director Performance Rights, subject to shareholder
approval, to qualify Mr Mason to being issued the above in fully paid ordinary shares on the completion of the
following four (4) objectives:
1. Successful introduction of new investors to SmartTrans to raise a minimum of A$0.5M.
2. Development and successful implementation of operation turnaround plan resulting in the re-
organisation of the business and significant cost-outs via:
a. reduce overheads by 50% from quarter 1 FY2018
b. reduce head count by a minimum of 33% from 1 FY2018
3. Identification, prioritisation and successful implementation (agreement by target and SmartTrans
shareholders) of an acquisition or merger target for one of either the transport service or China
ecommerce businesses that provides scale, synergistic benefits and materially improves that business'
viability.
4. Successfully raise finance (debt or equity) of an amount to be agreed in support of a transaction, as
contemplated in 3 above.
Key Terms of Performance Rights
Each Performance Right will entitle Mr Mason to one ordinary fully paid share (provided the Directors have not
otherwise determined to satisfy the Performance Right in cash) upon satisfaction of certain vesting conditions.
The terms and conditions of the proposed Performance Rights are the same as those approved by shareholders
on 15 February 2018, and are summarised in Annexure A.
Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public
company. Section 208 of the Corporations Act prohibits a public company from giving a financial benefit to a
related party of a public company without shareholder approval unless the benefit falls within one of various
exceptions to the general prohibition. A “related party” for the purposes of the Corporations Act is defined
widely and includes a director of a public company, and entities controlled by him or her. A “financial benefit”
for the purposes of the Corporations Act has a broad meaning and includes a public company issuing securities
to a related party.
Section 208 of the Corporations Act
In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the
Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in
sections 210 to 216 of the Corporations Act. Mr Mason is a related party of the Company.
The Board (other than Mr Mason) considers that shareholder approval under section 208 of the Corporations
Act is not required as the Performance Rights to be issued to Mr Mason are considered to form part of his
reasonable remuneration for the purposes of section 211 of the Corporations Act.
Section 200B of the Corporations Act
In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's
retirement from an office, the Company must obtain shareholder approval in the manner set out in section 200E
of the Corporations Act.
Section 200B applies where the benefit is given to a person whose office or position is a managerial or executive
office. Mr Mason holds an office or position that is a managerial or executive office. The Director Performance
Rights may vest in certain circumstances after the termination of Mr Mason's employment at the discretion of
the Board. Accordingly, the Board has formed the view that should this occur, it may constitute a benefit in
connection with Mr Mason's retirement from office. Therefore the Company seeks shareholder approval for the
issue of Director Performance Rights to Mr Mason.

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ASX Listing Rule 10.11
ASX Listing Rule 10.11 states that a company must not issue or agree to issue equity securities to a related party
without the approval of holders of ordinary securities. A related party includes a director, an entity controlled
by a director and spouses, parents and children of a director. Accordingly, Mr Mason is a related party of the
Company for the purposes of ASX Listing Rule 10.11.
If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.
Specific information required by listing rule 10.13
Listing Rule 10.13 requires that information be provided to Shareholders for the purposes of obtaining
Shareholder approval pursuant to Listing Rule 10.11 as follows:
1. The Director Performance Rights will be issued to Mr Brendan Mason who is a Director (or his
nominees).
2. The maximum number of Director Performance Rights to be issued to Mr Mason (or his nominees)
under this Notice is 27,666,667. The actual number of Director Performance Rights that will vest and
convert into Shares are 27,666,667.
3. The Director Performance Rights will be issued no later than one month after the date of the Meeting
(or such longer period of time as ASX may in its discretion allow).
4. The Director Performance Rights will be granted for no consideration and no funds will be raised from
the issue of the Performance Rights. In addition, once vested, the Director Performance Rights will be
automatically exercised. Following exercise of the Director Performance Rights, the Company must
issue Mr Mason one Share for every vested Performance Right. The Shares will be issued for no
consideration.
5. Shares issued on exercise of the Director Performance Rights will rank equally in all respects with the
Company's existing Shares on issue.
6. A voting exclusion statement is included in the Notice for Item 5.
7. Other than the information above and otherwise set out in the Notice, the Company believes that there
is no other information that would be reasonably required by Shareholders to vote in favour of Item 5.
Directors’ Recommendation
The Directors (other than Mr Mason, who has an interest in the resolution) unanimously recommend that
Shareholders vote in favour of Item 5.
Item 6 - Approval of Consolidation
Background
Section 254H of the Corporations Act provides that a company may convert all or any of its shares into a larger
or smaller number of shares by resolution passed at a general meeting. In accordance with section 254H(2) of
the Corporations Act and Appendix 7A of the ASX Listing Rules, the Consolidation will take effect on the
Consolidation Date. If Item 6 is passed, the Company will lodge a copy of the resolution with ASIC within 1 month
of it being passed in accordance with section 254H(4) of the Corporations Act.
Effect of Share Consolidation
As at the date of this Notice, the Company has 6,567,069,695 shares quoted on the ASX and 493,526,233unlisted
options exercisable at various prices. Subject to Item 6 being passed, the number of Shares on issue will be
reduced from 6,567,069,695 Shares to approximately 87,560,929 Shares (depending on the number of Shares
issued as a result of rounding). On the Consolidation Date, all holding statements for Shares will cease to have
any effect, except as evidence of an entitlement to a certain number of post-Consolidation Shares. After the
Share Consolidation becomes effective, the Company will arrange for new holding statements to be issued to
Shareholders.
Where the Consolidation results in a fraction of a Share being held by a Shareholder, that fraction of a Share will
be rounded up to the nearest whole Share.

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The Share Consolidation will not result in any change to the substantive rights and obligations of existing
Shareholders.
Reasons for the Share Consolidation
The Company has a very large number of Shares on issue (approximately 6,567,069,695 as at the date of this
Notice) due to historical equity-based capital raisings and corporate transactions. This large number of Shares
may create a negative perception associated with a low Share price ($0.004 as at the time of preparing this
Notice). The Share Consolidation will result in a more appropriate and effective capital structure for the
Company and potentially, a Share price that is more appealing to a wider range of investors within Australia and
globally, particularly institutional investors.
Taxation consequences of Share Consolidation
It is not expected that any taxation consequences will arise for Shareholders arising from the Share
Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Share
Consolidation, and neither the Company, nor the Directors (or the Company’s advisers) accept any responsibility
for the individual taxation consequences arising from the Share Consolidation.
Reorganisation of Unlisted Options
As at the date of this Notice, the Company has 493,526,233 unlisted Options on issue. Under the terms of each
tranche of unlisted Options, if the Company reorganises its share capital in any way (including a consolidation),
the number of Shares issued on conversion will be adjusted re reflect the re-organised capital, such that the
holders of the unlisted Options will not receive a benefit that the holders of Shares do not received, and vice
versa.
Key dates
If approved by Shareholders, the proposed Share Consolidation will take effect on the Consolidation Date (or
such other subsequent date that is notified to the ASX by the Company). The following is an indicative timetable
(subject to change) of the key events:
Key Event Indicative Date
Company announces Consolidation and sends out Notice of 6 July 2018
Meeting
Extraordinary General Meeting 7 August 2018
Notification to ASX that Share Consolidation is approved 7 August 2018
Last day for trading in pre-consolidated securities 8 August 2018
Trading in the consolidated securities on a deferred 9 August 2018
settlement basis commences
Last day to register transfers on a pre-consolidation basis 10 August 2018
First day for the Company to register securities on a post-
13 August 2018
consolidation basis and first day for issue of holding
statements
Issue date. Deferred settlement trading ends 17 August 2018
Last day for the Company to register securities on a post-
consolidation basis and last day for issue of holding
statements
Normal (T+2) trading starts 20 August 2018

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

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