8COMMON LIMITED

8common Limited Level 11, Suite 11.01 60 Castlereagh Street Sydney NSW 2000 ACN: 168 232 577

www.8common.com

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Notice of 2021 Annual General Meeting Explanatory Statement | Proxy Form

19 November 2021

10 AM AEDT

Walker Wayland, Level 11, 60 Castlereagh Street Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Contents
Venue and Voting Information	2
Notice of Annual General Meeting – Agenda and Resolutions	4
Notice of Annual General Meeting – Explanatory Statement	13
Glossary	25
Annexure A – Key Terms of Incentive Options	Attached
Annexure B – Material Terms of Lead Manager Agreement	Attached
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2021 AGM

Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by Shareholders, circumstances may have changed, however, this Notice is given based on circumstances as at 19 October 2021.

Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at www.8common.com Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10am (AEDT) on Friday 19 November 2021 at Walker Wayland, Level 11, 60 Castlereagh Street, Sydney NSW 2000.

Due to the COVID-19 pandemic, the Company may be bound to adhere to any government restrictions on gatherings in place at the date of the Annual General Meeting. This could result in the number of people attending the AGM being restricted. Although the Company intends for all attendees to have access to the AGM, should numbers need to be restricted, Shareholders will be given priority

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to David Hwang, Company Secretary at [email protected] at least 48 hours before the AGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgment process please see the Online Proxy Lodgment Guideathttps://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: [email protected]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of 8common Limited ACN 168 232 577 will be held at 10am (AEDT) on Friday 19 November 2021 at Walker Wayland, Level 11, 60 Castlereagh Street, Sydney NSW 2000 (Meeting) .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00pm AEDT on Wednesday 17 November 2021.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2021.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
(b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

- Re election of Director

2. Resolution 2 – Re-election of John Du Bois as Director

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

“That John Du Bois, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.”

ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Ratification of Prior Issue of Equity Securities

4. Resolution 4 – Ratification of Prior Issue of Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 21,000,000 ordinary fully paid securities issued on 11 August 2021 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the beneficiary
	is not excluded from voting, and is not an associate of a person excluded from
	voting, on the Resolution; and
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Issue of Incentive Options to Directors under the Company’s Incentive Option Plan

5. Resolution 5 – Approval of Issue of Incentive Options to Kah Wui Lim (or his nominee), Director of the Company

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

That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 350,000 Incentive Options under the Company’s Incentive Option Plan to Kah Wui Lim (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

(a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Incentive Option Plan; or
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 5 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if:

(a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and
(b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

6. Resolution 6 – Approval of Issue of Incentive Options to Adrian Bunter (or his nominee), Director of the Company

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

“That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 275,000 Incentive Options under the Incentive Option Plan to Adrian Bunter (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

(a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Incentive Option Plan; or
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 6 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and

(b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

7. Resolution 7 – Approval of Issue of Incentive Options to Nyap Liou Gan (or his nominee), Director of the Company

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

“That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 275,000 Incentive Options under the Incentive Option Plan to Nyap Liou Gan (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

(a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Incentive Option Plan; or

(b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 7 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7 if:

(a) the proxy is either:

(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and

(b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

8. Resolution 8 – Approval of Issue of Incentive Options to John Du Bois (or his nominee), Director of the Company

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

“That for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 275,000 Incentive Options under the Incentive Option Plan to John Du Bois (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

(a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Incentive Option Plan; or
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 8 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 8 if:

(a) the proxy is either:
(i) a member of the Company’s Key Management Personnel; or
(ii) a closely related party of a member of the Company’s Key Management Personnel; and

(b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Issue of Options to Lead Manager of Placement

9. Resolution 9 – Approval of Issue of Options to Veritas Securities Limited (or its nominee)

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 2,000,000 unlisted options to Veritas Securities Limited (or its nominee) and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 9 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
(ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

David Hwang Company Secretary

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10am (AEDT) on Friday, 19 November 2021 at Walker Wayland, Level 11, 60 Castlereagh Street, Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at www.8common.com

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

Conduct of the audit;
Preparation and content of the Auditor’s Report;
Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, which is by Friday 12 November 2021.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at www.8common.com

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2022 Annual General Meeting ( 2022 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2022 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2022 AGM. All of the Directors who were in office when the 2022 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

- Re election of Director

Resolution 2 – Re-election of John Du Bois as Director

The Company’s Constitution requires that a director who has held office for three years or three annual general meetings (whichever is longer) must retire and is eligible for re-election at the next annual general meeting. A retiring Director holds office until the conclusion of the meeting at which that Director retires, but is eligible for re-election.

ASX Listing Rule 14.4 also provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer.

John Du Bois was appointed a Director of the Company on 11 October 2018 and was last re-elected as a Director at the 2018 AGM.

Under this Resolution, John Du Bois has elected to retire by rotation, and being eligible, seeks reelection as a Director of the Company at this AGM.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Mr Du Bois has over 35 years’ experience in executive leadership, leading, transforming and building early stage and established businesses, including mergers, acquisitions and divestments. He is Chairman of Avigna, Global Mentor for Everwise, Council Member for GLG (Garson Lehrman Group) and does Advisory and Executive interim management.

Directors’ recommendation

The Directors (excluding John Du Bois) recommend that Shareholders vote for this Resolution.

ASX Listing Rule 7.1A (Additional 10% Capacity)

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $38.77 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

(a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;
(b) the time and date of the entity’s next annual general meeting; and
(c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

(a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

(a) raising funds to further develop the Company’s business;
(b) raising funds to be applied to the Company’s working capital requirements; and
(c) acquiring assets. In these circumstances, the issue of the ordinary shares may be made in substitution for the Company making a cash payment for the assets.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

(a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and
(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised

		$0.0875 50% decrease in issueprice	$0.175 issue prices(b)	$0.35 100% increase in issueprice
“A” is the number of shares on issue, being 221,559,756 Shares(a)	10% voting dilution(c)	22,155,976	22,155,976	22,155,976
	Funds raised	$1,938,648	$3,877,296	$7,754,591
“A” is a 50% increase in shares on issue, being 332,339,634 Shares	10% voting dilution(c)	33,233,963	33,233,963	33,233,963
	Funds raised	$2,907,972	$5,815,944	$11,631,887
“A” is a 100% increase	10% voting	44,311,951	44,311,951	44,311,951

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

in shares on issue, being 443,119,512 Shares	dilution(c)
	Funds raised	$3,877,296	$7,754,591	$15,509,183

Notes:

(a) Based on the total number of fully paid ordinary Shares on issue as at 11 October 2021.
(b) Based on the closing price of the Company’s Shares on ASX as at 11 October 2021.
(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.
(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.
(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

(a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;
(b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);
(c) the potential effect on the control of the Company;
(d) the Company’s financial position and the likely future capital requirements; and
(e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

The Company has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Ratification of Prior Issue of Equity Securities

Resolution 4 – Ratification of Prior Issue of Placement Shares

Background

As announced by the Company on 3 August 2021, the Company successfully raised $3.78m (before costs) via a placement of 21,000,000 fully paid ordinary shares ( Placement Shares ) at an issue price of A$0.18 (18 cents) per share to sophisticated and institutional investors ( Placement ).

The Placement Shares were issued on 11 August 2021 utilising the Company’s existing capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 21,000,000 Placement Shares, which were issued on 11 August 2021 ( Issue Date ).

All of the Placement Shares were issued by utilising the Company’s existing capacity under Listing Rule 7.1.

The issue of the Placement Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of the Placement Shares for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of the Placement Shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the Issue Date.

If this Resolution is not passed, the issue of Placement Shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12-month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

(a) The Placement Shares were issued to sophisticated and institutional investors.
(b) The Company issued 21,000,000 fully paid ordinary shares, being the Placement Shares.
(c) The Placement Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(d) The Placement Shares were issued on 11 August 2021.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(e) Each of the Placement Shares were issued at an issue price of A$0.18 (18 cents) per Placement Share, which raised $3.78m (before costs).
(f) Funds raised from the issue of the Shares have been and will be used by the Company for:
(i) capex and working capital to support product, customer success and infrastructure enhancements to facilitate onboarding of recent contract wins;
(ii) cash collateral obligations associated with the CardHero integrated payment and expense management solution; and
(iii) general working capital requirements.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Issue of Incentive Options to Directors under the Company’s Incentive Option Plan

Resolutions 5 to 8 – Approval of Issue of Incentive Securities to Directors under the Company’s Incentive Option Plan

Background

The Company’s Incentive Option Plan ( Incentive Plan ) was approved by Shareholders of the Company at the Annual General Meeting held on 27 November 2020.

The Company seeks to invite each of the Directors of the Company, subject to Shareholder approval that is sought under Resolutions 5 to 8, to participate in the Incentive Plan by subscribing for the following securities under the Incentive Plan:

(a) Resolution 5 - 350,000 Incentive Options to Kah Wui Lim ( Lim Incentive Options );
(b) Resolution 6 - 275,000 Incentive Options to Adrian Bunter ( Bunter Incentive Options );
(c) Resolution 7 - 275,000 Incentive Options to Nyap Liou Gan ( Gan Incentive Options ) ; and
(d) Resolution 8 - 275,000 Incentive Options to John Du Bois (Du Bois Incentive Options )
((a) – (d) together, the Incentive Options )

A summary of the material terms of the Incentive Options are as follows:

TABLE A
Type of Incentive Security	Material terms
Incentive Options	• Each Incentive Options is exercisable at A$0.16 (16 cents) for one fully paid ordinary share. • The Incentive Options will expire on the date which is 3 years from the date of issue. Shares issued on the conversion of the Incentive Options will rank equally with all existing fully paid ordinary shares issued by the Company. • The Incentive Options will vest immediately. • Further key terms of the Incentive Options are set out in Annexure A.

TABLE A

Type of Incentive Security

Material terms

Incentive Options

•
Each Incentive Options is exercisable at A$0.16 (16 cents) for one fully paid ordinary
share.
•
The Incentive Options will expire on the date which is 3 years from the date of
issue. Shares issued on the conversion of the Incentive Options will rank equally
with all existing fully paid ordinary shares issued by the Company.
•
The Incentive Options will vest immediately.
•
Further key terms of the Incentive Options are set out in Annexure A.

Director and Related Party Approvals

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire securities under an employee incentive scheme unless it obtains the approval of its

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

shareholders:

(a) a director of the Company;
(b) an associate of a director of the Company; or
(c) a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders.

As each of the persons in Resolutions 5 to 8 are Directors of the Company, the proposed issue of Incentive Options constitutes the acquisition of securities under an employee incentive scheme for the purposes of Listing Rule 10.14 and therefore requires the approval of the Company’s shareholders under Listing Rule 10.14.

To this end, Resolutions 5 to 8 seeks the required Shareholder approval to issue the Incentive Options to each of the Directors under Resolutions 5 to 8, under and for the purposes of Listing Rule 10.14.

If approval is obtained under Listing Rule 10.14, in accordance with Listing Rule 10.12 (exception 8), separate approval is not required under Listing Rule 10.11.

If Resolution 5 is passed, the Company will be able to proceed with the proposed issue of the Lim Incentive Options to Kah Wui Lim.

If Resolution 5 is not passed, the Company will not be able to proceed with the proposed issue of Lim Incentive Options to Kah Wui Lim.

If Resolution 6 is passed, the Company will be able to proceed with the proposed issue of Bunter Incentive Options to Adrian Bunter.

If Resolution 6 is not passed, the Company will not be able to proceed with the proposed issue of Bunter Incentive Options to Adrian Bunter.

If Resolution 7 is passed, the Company will be able to proceed with the proposed issue of Gan Incentive Options to Nyap Liou Gan.

If Resolution 7 is not passed, the Company will not be able to proceed with the proposed issue of Gan Incentive Options to Nyap Liou Gan.

If Resolution 8 is passed, the Company will be able to proceed with the proposed issue of Du Bois Incentive Options to John Du Bois.

If Resolution 8 is not passed, the Company will not be able to proceed with the proposed issue of Du Bois Incentive Options to John Du Bois.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

(a) the giving of the financial benefit falls within one of the exceptions to the provisions; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Incentive Options constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

For each Director for whom the issue of Incentive Options were considered, the other nonconflicted Directors considered the proposed issue, and formed the view that the giving of the

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

financial benefit to that Director was reasonable remuneration given the circumstances of the Company, the quantum of the Incentive Options, the terms of the Incentive Options, and the responsibilities held by that Director in the Company.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Incentive Options to each of the Directors under Resolutions 5 to 8 fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and rely on this exception for the purposes of this Resolution. Therefore, the proposed issue of the Incentive Options to each of the Directors identified in Resolutions 5 to 8 requires Shareholder approval under and for the purposes of Listing Rule 10.11 only.

Information Required by ASX Listing Rule 10.15

The following information in relation to the issue of Incentive Options to the Directors identified in Resolutions 5 to 8 is provided to Shareholders for the purposes of ASX Listing Rule 10.15:

(a) The allottee of the Lim Incentive Options is Kah Wui Lim (or his nominee);
(b) The allottee of the Bunter Incentive Options is Adrian Bunter (or his nominee);
(c) The allottee of the Gan Incentive Options is Nyap Liou Gan (or his nominee);
(d) The allottee of the Du Bois Incentive Options is John Du Bois (or his nominee);
(e) Each Kah Wui Lim, Adrian Bunter, Nap Liou Gan and John Du Bois are Directors of the Company and fall within the category referred to in ASX Listing Rule 10.14 .
(f) The maximum number of Incentive Options that may be acquired by each of the allottees are as follows:
(i) 350,000 Incentive Options to Kah Wui Lim
(ii) 275,000 Incentive Options to Adrian Bunter
(iii) 275,000 Incentive Options to Nyap Liou Gan
(iv) 275,000 Incentive Options to John Du Bois
(g) The current total remuneration package received by each of the relevant Directors is :

Name	Current total remuneration package (for the financial year ending 30 June 2021)
Kah Wui Lim(Resolution 5)	$194,631
Adrian Bunter(Resolution 6)	$41,047
Nyap Liou Gan(Resolution 7)	$41,047
John Du Bois(Resolution 8)	$41,047

(h) Since the Incentive Plan was last approved by Shareholders on 27 November 2020, the Company has issued 125,000 options to each of the Directors identified in Resolutions 5 to 8 as approved at the 2020 Annual General Meeting:

Name	Number of securities received	Acquisition price for each security
Kah Wui Lim	125,000 incentive options	Nil
Adrian Bunter	125,000 incentive options	Nil

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Nyap Liou Gan	125,000 incentive options	Nil
John Du Bois	125,000 incentive options	Nil

(i) The material terms of the Incentive Options are set out in Table A above, with further key terms set out at Annexure A. The Incentive Options will be issued pursuant to the Incentive Plan.
(j) The Company has decided to choose this type of equity security as it is unlisted (therefore has no immediate dilutionary impact on shareholders) and the terms can be structured to assist in aligning the interests of the holders with Shareholders of the Company.

The Incentive Options were independently valued by Stantons Corporate Finance Pty Ltd ( Stantons ) on 28 September 2021( Valuation ). The Valuation was undertaking in accordance with AASB2: Share Based Payments and a Black Scholes valuation methodology was utilised.

Subject to and in accordance with the assumptions set out in the Valuation, Stantons determined that the fair value per option as at 28 September 2021 was $0.0903 (rounded), which equates to a value of:

(i) $31,598 for the Lim Options;
(ii) $24, 827 for the Bunter Options;
(iii) $24,827 for the Gan Options; and
(iv) $24,872 for the Du Bois Options.
(k) The Incentive Options will be issued to the Directors no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of ASX Listing Rules) and it is anticipated that Incentive Options will be issued simultaneously.
(l) The Incentive Options will be granted for nil cash consideration and accordingly, no funds will be raised.
(m) A copy of the Incentive Plan can be requested from the Company and can also be viewed at Annexure C to the 2020 Notice of Annual General Meeting available on the Company’s ASX website.
(n) Details of any securities issued under the Incentive Plan will be published in each annual report of the Company relating to a period which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Incentive Plan after Resolutions 5-8 were approved and who were not named in the notice of meeting will not participate until approval is obtained under ASX Listing Rule 10.14.

Issue of Options to Lead Manager of Placement

Resolution 9 – Approval of Issue of Options to Veritas Securities Limited (or its nominee)

Background

This Resolution seeks Shareholder approval to issue and allot 2,000,000 unlisted options to Veritas Securities Limited or its nominee ( Veritas ).

As detailed in the explanatory statement to Resolution 4, the Company undertook a placement which was announced to the market on 3 August 2021, whereby it successfully raised $3.78 million from sophisticated and institutional investors through the issue of 21,000,000 fully paid ordinary

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

shares at an issue price of $0.18 per share ( Placement ). Veritas acted as lead manager of the Placement, and in part consideration for its services, the Company agreed, subject to shareholder approval, to issue and allot to Veritas 2,000,000 unlisted options exercisable at $0.30 and expiring 31 August 2024, as set out in the Appendix 3B lodged 3 August 2021 ( Lead Manager Options ).

The effect of this Resolution is for Shareholders to approve the issue of the Lead Manager Options to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

An issue of equity securities that is approved by the Company’s Shareholders under Listing Rule 7.1 will not use up the Company’s 15% limit and therefore does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to approve the issue of the Lead Manager Options under and for the purposes of Listing Rule 7.1.

If this Resolution is passed, the issue of the Lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12-month period following the date on which the Lead Manager Options are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the Lead Manager Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Lead Manager Options are issued.

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The allottee of the Lead Manager Options is Veritas Securities Limited (or its nominee).
(b) The maximum number of Lead Manager Options to be issued is 2,000,000.
(c) The material terms of the Lead Manager Options are as follows:
(i) each Lead Manager Option is exercisable at: $0.30;
(ii) each Lead Manager Option has an expiry date of 31 August 2024; and
(iii) in the event of any reorganisation of capital of the Company prior to the expiry date for exercise of the Lead Manager Options, the number of Lead Manager Options to which the holder is entitled or the exercise price of the Lead Manager Options or both shall be changed to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of reorganisation.
(d) The Lead Manager Options will be issued by within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(e) The Lead Manager Options will be offered for nil cash consideration. They are issued as part consideration for the provision of lead manager services provided by Veritas in connection with Placement.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

(f) Funds will not be raised from the issue of the Lead Manager Options as the issue is proposed to be made as part consideration for the provision of lead manager services provided in connection with Placement.
(g) The Lead Manager Options were agreed to be issued under an agreement between the Company and Veritas. The material terms of the agreement are set out in Annexure B of this Notice ( Lead Manager Agreement ).

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary on +61 (02) 8072 1400 if they have any queries in respect of the matters set out in these documents.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2021 Annual Report to Shareholders for the period ended 30 June 2021 as lodged by the Company with ASX on 31 August 2021.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of Walker Wayland NSW dated 31 August 2021 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means 8common Limited ACN 168 232 577

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 19 October 2021 including the Explanatory Statement.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Automic Pty Limited.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2022 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2022 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2022 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2022 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure A – Key Terms of Incentive Options

1) Each Incentive Option ( Option ) gives the Optionholder the right to subscribe for 1 Share upon:
(a) exercise of the Option in accordance with these terms; and
(b) payment of the Exercise Price.
2) The Options will expire at 5:00pm (AEDT) on the third anniversary of the day on which they were issued ( Expiry Date ).
3) Any Option not exercised before the Expiry Date will automatically lapse at 5:00pm (AEDT) on the Expiry Date.
4) Each Option is exercisable at 16 cents ($0.16) ( Exercise Price ) payable in full on exercise of that Option.
5) Options may be exercised in one or more parcels of any size, provided that the number of Shares issued upon exercise of the number of Options in any parcel is not less than a Marketable Parcel (as defined in the Incentive Plan).
6) If an Optionholder exercises fewer than all of the Options held by that Optionholder, the Company will cancel the Optionholder’s holding statement and issue or cause to be issued a new holding statement for the balance of the Options held by that Optionholder.
7) Options may only be exercised by an Optionholder lodging with the Company:
(a) a signed written notice of exercise of Options specifying the number of Options being exercised;
(b) the holding statement for the Options; and
(c) a cheque or electronic funds transfer notice for the Exercise Price for the number of Options being exercised
- ((a) – (c) collectively known as Exercise Notice ).
8) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
9) Within 10 Business Days of receipt of the Exercise Notice and the full amount of the Exercise Price in cleared funds, the Company will allot the number of Shares to the Optionholder in respect of the number of Options specified in the Exercise Notice.
10) Subject to the Corporations Act and the ASX Listing Rules, the Options are freely transferrable.
11) All Shares allotted upon the exercise of the Options will, upon issuance, rank pari passu in all respects with other Shares.
12) The Company will not apply for quotation of the Options on ASX.
13) The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX within 10 Business Days after the date of allotment of those Shares.
14) If at any time the issued capital of the Company is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
15) There are no participating rights or entitlements inherent in the Options and the Optionholder will not be entitled to participate in new issue of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

least 6 Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

16) In the event the Company proceeds with a pro rata basis (other than a bonus issue) of Securities to Shareholders after the date of issue of the Options, the Exercise Price will be reduced in the manner permitted by the ASX Listing Rules applying at the time of the pro rata issue.
17) In the event the Company proceeds with a bonus issue of Securities to Shareholders after the date of the Options, the number of Securities over which an Option is exercisable may be increased in the manner permitted by the ASX Listing Rules applying at the time of the bonus issue.
18) The Company is entitled to treat the registered holder of Options as the absolute holder of that Option and is not bound to recognise any equitable or other claim to, or interest in, that Option on the part of any person other than the registered holder, except as ordered by a court of competent jurisdiction or as required by statute.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

Annexure B – Material Terms of Lead Manager Agreement

The terms of the Lead Manager Agreement are as follows:

(a) Lead Manager : The Company agreed to appoint Veritas Securities Limited as Lead Manager to the Company’s proposal to raise capital by way of a placement of new equity. The Placement was to be conducted on a best endeavors basis and was not underwritten.
(b) Term : The term of the Lead Manager Agreement was for 4 weeks.
(c) Transaction : To raise capital via an equity placement for the amount of circa $3.5 million from the Company’s 15% capacity under ASX Listing Rule 7.1. The Placement was to be made under an offer to investors who qualify as professional or sophisticated investors under sections 708(8), (10) and (11) of the Corporations Act 2001 (Cth).
(d) Fees : Lead Manager was be paid a management fee equal to 2.0% of the capital raised under the Placement (excl GST) plus a placement fee equal to 3.0% of the capital raised under the Placement (exclusive of GST). Subject to Shareholder Approval, the Lead Manager would also be issued with 2,000,000 unlisted options exercisable at $0.30 and expiring 31 August 2024.
(e) Costs : The Company would reimburse the Lead Manager all reasonable out-of-pocket expenses in relation to the appointment, including legal fees (up to a maximum of $10,000), the expenses incurred by the Lead Manager’s team in travel, accommodation, roadshow preparation.
(f) Applicable Laws : The Lead Manager Agreement is subject to the laws of New South Wales.
(g) General : All other terms are standard terms for agreements of this type.

8common Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement

8common Limited] | ABN [51 168 232 577]

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Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.

Holder Number: [EntityRegistrationDetailsLine4Envelope] [HolderNumber] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope] Your proxy voting instruction must be received by 10.00am (AEDT) on Wednesday, 17 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. SUBMIT YOUR PROXY VOTE ONLINE Vote online at https://investor.automic.com.au/#/loginsah Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.  Save Money: help minimise unnecessary print and mail costs for the Company.  It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.  Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required. SUBMIT YOUR PROXY VOTE BY PAPER Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual : Where the holding is in one name, the Shareholder must sign. Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

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Return your completed form

All enquiries to Automic

WEBCHAT BY MAIL IN PERSON BY EMAIL https://automic.com.au/ Automic Automic [email protected] GPO Box 5193 Level 5, 126 Phillip Street BY FACSIMILE PHONE 1300 288 664 (Within Australia) Sydney NSW 2001 Sydney NSW 2000 +61 2 8583 3040 +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of 8common Limited, to be held at 10.00am (AEDT) on Friday, 19 November 2021 at Walker Wayland, Level 11, 60 Castlereagh Street, Sydney, NSW 2000 hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution(s) 1, 5, 6, 7 and 8 (except where I/we have indicated a different voting intention below) even though Resolution(s) 1, 5, 6, 7 and 8 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. Resolutions For Against Abstain 1. Adoption of Remuneration Report 2. Re-election of John Du Bois as Director 3. Special Resolution ASX Listing Rule 7.1A Approval of Future Issue of Securities 4. Ratification of Prior Issue of Placement Shares 5. Approval of Issue of Incentive Options to Kah Wui Lim (or his nominee), Director of the Company 6. Approval of Issue of Incentive Options to Adrian Bunter (or his nominee), Director of the Company 7. Approval of Issue of Incentive Options to Nyap Liou Gan (or his nominee), Director of the Company 8. Approval of Issue of Incentive Options to John Du Bois (or his nominee), Director of the Company 9. Approval of Issue of Options to Veritas Securities Limited (or its nominee) Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally

By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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8COMMON LIMITED — AGM Information 2021

64263_rns_2021-10-18_daac7486-5083-4a2f-8f2d-ee17b7abf867.pdf

8common Limited

19 November 2021

10 AM AEDT

Contents

Important Information for Shareholders about the Company’s 2021 AGM

Venue and Voting Information

Your vote is important

Voting in Person

Voting by proxy

Power of Attorney

Corporate Representatives

Notice of Annual General Meeting

Agenda

Ordinary business

Financial statements and reports

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

- Re election of Director

2. Resolution 2 – Re-election of John Du Bois as Director

ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Ratification of Prior Issue of Equity Securities

4. Resolution 4 – Ratification of Prior Issue of Placement Shares

Issue of Incentive Options to Directors under the Company’s Incentive Option Plan

5. Resolution 5 – Approval of Issue of Incentive Options to Kah Wui Lim (or his nominee), Director of the Company

6. Resolution 6 – Approval of Issue of Incentive Options to Adrian Bunter (or his nominee), Director of the Company

7. Resolution 7 – Approval of Issue of Incentive Options to Nyap Liou Gan (or his nominee), Director of the Company

8. Resolution 8 – Approval of Issue of Incentive Options to John Du Bois (or his nominee), Director of the Company

Issue of Options to Lead Manager of Placement

9. Resolution 9 – Approval of Issue of Options to Veritas Securities Limited (or its nominee)

BY ORDER OF THE BOARD

Explanatory Statement

Agenda

Ordinary business

Financial statements and reports

Written questions of the auditor

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

Voting

- Re election of Director

Resolution 2 – Re-election of John Du Bois as Director

Directors’ recommendation

ASX Listing Rule 7.1A (Additional 10% Capacity)

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Information Required by ASX Listing Rule 7.3A

Period for which the approval will be valid

Risk of economic and voting dilution to existing ordinary Securityholders

Notes:

Allocation policy for issues under Listing Rule 7.1A

Directors’ recommendation

Ratification of Prior Issue of Equity Securities

Resolution 4 – Ratification of Prior Issue of Placement Shares

Background

ASX Listing Rule 7.1

Information required by ASX Listing Rule 7.5

Directors’ recommendation

Issue of Incentive Options to Directors under the Company’s Incentive Option Plan

Resolutions 5 to 8 – Approval of Issue of Incentive Securities to Directors under the Company’s Incentive Option Plan

Background

Director and Related Party Approvals

Chapter 2E of the Corporations Act

Information Required by ASX Listing Rule 10.15

Issue of Options to Lead Manager of Placement

Resolution 9 – Approval of Issue of Options to Veritas Securities Limited (or its nominee)

Background

ASX Listing Rule 7.1

Information Required by Listing Rule 7.3

Directors’ Recommendation

Enquiries

Glossary

Annexure A – Key Terms of Incentive Options

Annexure B – Material Terms of Lead Manager Agreement

CORPORATE REPRESENTATIVES

All enquiries to Automic

Complete and return this form as instructed only if you do not vote online

More from 8COMMON LIMITED

8COMMON LIMITED AGM Information 2021