8I HOLDINGS LTD — AGM Information 2016

Jul 7, 2016

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8I HOLDINGS LIMITED ARBN 601 582 129

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of the Company will be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Monday, 8 August 2016 at 3pm (SST).

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +65 6225 8480.

8I HOLDINGS LIMITED

A R B N 6 0 1 5 8 2 1 2 9

NOTICE OF GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of 8I Holdings Limited ( Company ) will be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Monday, 8 August 2016 at 3pm (SST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the CDI Voting Instruction Form form part of this Notice.

The Directors have determined that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 6 August 2016 at 3pm (SST).

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

1. Annual Financial Statement

To consider the Annual Financial Statement of the Company and its controlled entities for the year ended 31 March 2016, which includes the Financial Reports, the Directors' Report and the Auditor's Report.

2. Resolution 1 – Approval of Dividend

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

" That, pursuant to and in accordance with article 129 of the Articles and for all other purposes, a one-tier tax exempt final dividend of S$0.005 per Share for the financial period ended 31 March 2016 is declared on the terms and conditions in the Explanatory Memorandum."

3. Resolution 2 – Election of Chee Kuan Tat, Ken as Director

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

" That, pursuant to and in accordance with article 84 of the Articles and for all other purposes, Chee Kuan Tat, Ken, Director, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

4. Resolution 3 – Election of Clive Tan Che Koon as Director

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

" That Clive Tan Che Koon is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

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5. Resolution 4 – Election of Chay Yiowmin as Director

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

" That Chay Yiowmin is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

6. Resolution 5 – Election of Charles Mac as Director

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

" That, pursuant to and in accordance with article 92 of the Articles and for all other purposes, Charles Mac, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

7. Resolution 6 – Approval of Appointment of Auditor

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

"That, pursuant to and in accordance with section 205(2) of the Companies Act and for all other purposes, PricewaterhouseCoopers LLP, having consented to act as the Company's auditor, is appointed as the Company's auditor effective from the date of the Meeting to hold office until conclusion of the next annual general meeting of the Company and the Directors be authorised to agree the remuneration."

8. Resolution 7 – Approval of Directors' Fees

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

"That, pursuant to and in accordance with section 169 of the Companies Act, Listing Rule 10.17 and for all other purposes, to approve payment of the Directors’ fees of up to S$200,000 per annum in aggregate for the financial year ending 31 March 2017 on the terms and conditions in the Explanatory Memorandum".

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director and any associates of a Director.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the CDI Voting Instruction Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the CDI Voting Instruction Form to vote as the proxy decides.

9. Resolution 8 – Approval to Issue Shares and Instruments

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

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"That, pursuant to and in accordance with section 161 of the Companies Act and with regard to the Listing Rules, the Directors be authorised to:

• (a) issue Shares (whether by way of rights issue, bonus issue or otherwise);

• (b) make or grant offers, agreements or options (collectively, Instruments ) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible or exchangeable into Shares; and

• (c) issue Shares in pursuance of any Instruments made or granted by the Directors while this Resolution is in force,

provided that:

• (a) the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of the Instruments made of granted pursuant to this Resolution and including Shares which may be issued pursuant to any adjustment effected under any relevant Instruments) shall not exceed such limit as may be prescribed under the Listing Rules and regulations of the ASX for the time being in force (unless such compliance has been modified by ASX, including by waiver);

• (b) in exercising the power to make or grant Instruments (including the making of any adjustment under any relevant Instrument), the Company shall comply with the Listing Rules and regulations of the ASX for the time being in force (unless such compliance has been waived by ASX, including by waiver) and the Articles; and

• (c) unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier."

10. Resolution 9 – Approval of Disposal of VHPL Interests and OVPL Interests

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

"That, for the purposes of Listing Rule 11.4 and for all other purposes, Shareholders approve the disposal by Red Hill Pte. Ltd. and Fusion 462 Pte. Ltd. (wholly-owned subsidiaries of the Company) of 78.6% of the issued shares held by them in Velocity Holdings Pty Ltd and by Oxford Views Pte. Ltd. (a wholly-owned subsidiary of the Company) of all of the issued shares held by it in Oxford Views Pty Ltd for consideration of S$3,085,028 and S$10,581,705 respectively, and otherwise on the terms and conditions detailed in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any party to the transaction to acquire the asset and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the CDI Voting Instruction Form; or

• (b) it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the CDI Voting Instruction Form to vote as the proxy decides.

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11. Resolution 10 – Ratification of issue of Consideration Shares

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

"That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, approval is given for the ratification of 2,551,939 Shares ( Consideration Shares ) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue of the Consideration Shares, and any associate and nominee of such a person.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the CDI Voting Instruction Form; or

• (b) it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the CDI Voting Instruction Form to vote as the proxy decides.

12. Resolution 11 – Approval of On-Market Share Buy-Back Mandate

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

"That:-

• (a) for the purposes of Section 76E of the Companies Act, the exercise by the Directors of all the powers of the Company to purchase or acquire Shares not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined) by way of on-market purchase(s) on the ASX and in accordance with the ASX Listing Rules and the requirements of ASX (as is applicable), be and is hereby authorised and approved generally and unconditionally ( Share Buy-Back Mandate );

• (b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of:-

• (i) the date on which the next Annual General Meeting of the Company is held;

• (ii) the date by which the next Annual General Meeting of the Company is required by law to be held; or

• (iii) the date on which purchases and acquisitions of Shares pursuant to the Share BuyBack Mandate are carried out to the full extent mandated;

• (c) the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.

In this Resolution:-

“ Average Closing Price ” means the volume weighted average market price of a Share for the five consecutive market days on which the Shares are transacted on the ASX immediately preceding the date of on-market purchase by the Company;

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“ Maximum Percentage ” means the number of issued Shares representing three percent (3.0%) of the total number of issued ordinary shares in the capital of the Company as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and

“ Maximum Price ” in relation to a Share to be purchased or acquired, means the purchase price of a Share (excluding brokerage, commissions, stamp duties, applicable goods and services tax and other related expenses) which shall not exceed one hundred and five percent (105%) of the Average Closing Price.”

BY ORDER OF THE BOARD

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Ken Chee Executive Chairman Dated: 8 July 2016

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8I HOLDINGS LIMITED

A R B N 6 0 1 5 8 2 1 2 9

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Goldbell Towers, 47 Scotts Road, #0303/04, Singapore 228233 on Monday, 8 August 2016 at 3pm (SST).

This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Action to be taken by Shareholders Section 3 Annual Financial Statement Section 4 Resolution 1 – Approval of Dividend Section 5 Resolutions 2 to 5 (inclusive) – Election of Directors Section 6 Resolution 6 – Approval of Appointment of Auditor Section 7 Resolution 7 – Approval of Directors' Fees Section 8 Resolution 8 – Approval to Issue Shares Section 9 Resolution 9 – Approval of disposal of VHPL Interests and OVPL Interests Section 10 Resolutions 10 –Ratification of issue of Consideration Shares Section 11 Resolutions 11 – Approval of on-market Share Buy-Back Mandate Schedule 1: Definitions and Interpretation Schedule 2: Pro Forma Consolidated Balance Sheet

A CDI Voting Instruction Form is located at the end of this Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 CDIs

A CDI Voting Instruction Form is attached to the Notice. This is to be used by CDI Holders to direct CDN on how to vote at the Meeting, as CDI Holders are not entitled to vote in person at the Meeting.

CDI Voting Instruction Forms must be received by Boardroom Pty Ltd, the Company's share registry, no later than 3pm (SST) (5pm (AEST)) on Saturday, 6 August 2016.

The CDI Voting Instruction Form provides further details on voting at the Meeting.

CDI Holders are welcome, and encouraged, to attend the Meeting, despite not being able to vote in person.

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3. Annual Financial Statement

The Annual Financial Statement must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Financial Statement.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Financial Statement which is available online at http://8iholdings.com/;

• (a) ask questions about, or comment on, the management of the Company; and

• (b) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about:

• (a) the preparation and the content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies of the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Approval of Dividend

Article 129 of the Articles states that the Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Directors. The Directors have recommended the payment of a one-tier tax exempt final dividend of S$0.005 per Share for the financial year ended 31 March 2016.

If Resolution 1 is approved, the record date for determining the entitlement of Shareholders to the dividend will be 16 August 2016, as set out in the Annual Financial Statement. The precise timing and payment of the dividend will be conducted in accordance with the Articles and the Listing Rules.

Resolution 1 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 1.

The Board recommend that Shareholders vote in favour of Resolution 1.

5. Resolutions 2 to 5 (inclusive) – Election of the Directors

Article 84 of the Articles states that at any annual general meeting (subsequent to the first annual general meeting) of the Company, one-third of the Directors for the time being shall retire from Office, while Article 92 provides that any director appointed by the Board shall hold office only until the next following annual general meeting, but shall be eligible for re-election. In addition, Listing Rule 14.5 states that an entity which has directors must hold an election of directors each year.

Each of the Directors, being eligible, will seek election or re-election as a Director.

The biographical details for each of the Directors are as follows:

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(a) Mr Chee Kuan Tat, Ken

Mr Chee was appointed Executive Chairman in May 2014. He is a co-founder of the 8I Group and is based in Singapore.

Mr Chee graduated from the Singapore Polytechnic with a Diploma in Banking and Financial Services, and the University of Queensland with a Bachelor’s Degree in Business Administration. He also attended Columbia Business School in New York and graduated from its Executive Program in Value Investing.

As an experienced marketing executive and entrepreneur, Mr Chee’s professional experiences include roles as a marketing specialist at Quicken (Singapore) and Regional Business Development Manager at Telekurs Financial. Within the 8I Group, Mr. Chee is one of the key executives involved in the strategic development and partnerships for the Group.

Mr Chee was awarded the Spirit of Enterprise, Honoree Award in 2005 by the President of Singapore for outstanding business results. He is also a Young Presidents’ Organisation member within the Singapore Chapter.

(b)

Mr Clive Tan Che Koon

Mr Tan was appointed Executive Director in May 2014. He is a co-founder of the 8I Group and is based in Singapore.

Mr Tan graduated with an Honours Degree from the Nanyang Technological University in Mechanical and Production Engineering and attended University of Technology, Sydney on an academic exchange program. He also holds a Post-Graduate Diploma in Education from the National Institute of Education.

Mr Tan started his professional career as a secondary school educator in Singapore. While teaching, the concept of value investing caught his attention and triggered his interest in investment. His entrepreneurial journey started when he and his wife acquired a childcare centre.

Since inception of the 8I Group in 2008, Mr Tan is responsible for the strategic planning, development and risk management of its businesses including education and investments in listed securities and private equity. He is also deeply involved in the development of corporate policies and management of the group’s Human Capital. Mr Tan also chairs the board of Australian listed Digimatic Group Limited.

(c) Mr Chay Yiowmin

Mr. Chay Yiowmin was appointed a Non-Executive Director in September 2014.

Mr. Chay has more than 18 years of public accounting experience in Singapore and the United Kingdom, He is currently an advisory partner of BDO LLP, heading the Corporate Finance Practice. Prior to joining BDO LLP, Mr. Chay gained his professional experience with a number of large multinational accounting and audit firms, including PricewaterhouseCoopers LLP, Deloitte LLP and Moore Stephens LLP, the latter of which Mr. Chay was admitted as a partner in January 2010.

Mr. Chay has also accumulated considerable experience auditing large multinational corporations and financial institutions, as well as providing business advisory services in the areas of corporate restructuring, mergers and acquisitions, financial due diligence, and corporate valuations. Mr Chay is also considered a specialist in the field of Treasury and Financial Risk Management.

Besides a Master of Business Administration from the University of Birmingham, Mr. Chay also holds an Honours Degree in Accountancy and a Master of Business from the Nanyang

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Technological University. He is a practising member of the Institute of Singapore Chartered Accountants (ISCA), an Associate Chartered Accountant (ACA) of the Institute of Chartered Accountants in England and Wales (ICAEW), a Certified Finance and Treasury Professional of the Finance and Treasury Association and an Honorary Professor and Fellow Member of the American Academy of Financial Management (AAFM).

Mr. Chay currently sits on the Corporate Finance Committee of ISCA. He is also the Independent Director and Chairman of the Audit Committee UMS Holdings Limited, an SGX listed company.

• (d) Mr Charles Mac

Mr Mac was appointed a Non-Executive Director in April 2016.

Mr Mac has more than 18 years of experience in the SAP IT industry, dealing with multinational companies in the Asia Pacific Region. He has held various leadership roles for large, global multinational companies with extensive experience across Asia Pacific in Team Management, Quality Management, Audits, Business Development and Contract Deliveries. He is an Australian citizen and holds a Bachelor of Computing (Information System) from Monash University.

Mr Mac currently serves on the Board of an Australian-listed company, Ennox Group Limited as a Non-Executive Director.

Resolutions 2 – 5 are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 2 – 5.

The Board (excluding Mr Chee) supports the election of Mr Chee and recommends that Shareholders vote in favour of Resolution 2.

The Board (excluding Mr Tan) supports the election of Mr Tan and recommends that Shareholders vote in favour of Resolution 3.

The Board (excluding Mr Chay) supports the election of Mr Chay and recommends that Shareholders vote in favour of Resolution 4.

The Board (excluding Mr Mac) supports the election of Mr Mac and recommends that Shareholders vote in favour of Resolution 5.

6. Resolution 6 – Approval of appointment of auditor

The auditors, PricewaterhouseCoopers LLP, Certified Public Accountants were appointed as new auditors of the Company. Section 205(2) of the Companies Act states:

“(2) A company shall at each annual general meeting of the company appoint a person or persons to be the auditor or auditors of the company, and any auditor or auditors so appointed shall, subject to this section, hold office until the conclusion of the next annual general meeting of the company."

Resolution 6 therefore seeks to appoint PricewaterhouseCoopers LLP as auditors of the Company until the conclusion of the next annual general meeting of the Company.

Resolution 6 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 6.

The Board supports the appointment of PricewaterhouseCoopers LLP as auditors of the Company and recommends that Shareholders vote in favour of Resolution 6.

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7. Resolution 7 – Approval of Directors' Fees

Section 169 of the Companies Act requires that Directors' fees in respect of their office as such be approved by Shareholders.

Listing Rule 10.17 provides that the Company may not increase the total aggregate amount of Directors' fees payable to all of its non-executive Directors without Shareholder approval.

Shareholders previously set the maximum aggregate Directors' fees for the financial year ending 31 March 2016 at S$150,000.

Resolution 7 therefore seeks approval for the proposed maximum aggregate non-executive Directors' fees to be increased to S$200,000 for the financial year ending 31 March 2017.

The Remuneration Committee reviews and approves the Company’s remuneration policy in order to ensure that the Company is able to attract and retain executives and Directors who will create value for Shareholders, having regard to the amount considered to be commensurate for an entity of the Company’s size and level of activity as well as the relevant Directors’ time, commitment and responsibility.

No securities were issued to a non-executive Director under Listing Rule 10.11 or 10.14 with Shareholder approval at any time within the last 3 years.

The proposed level of permitted fees does not mean that the Company must pay the entire amount approved as fees in each year. However, the Board considers that it is reasonable and appropriate to establish this amount as this will provide the Company with the flexibility to attract appropriately qualified Directors and to act quickly if the circumstances require it.

Resolution 7 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 7.

A voting exclusion statement is included in the Notice for Resolution 7.

8. Resolution 8 – Approval to issue Shares and Instruments

Section 161 of the Companies Act requires that the issue of any new Shares or other securities in the Company be approved by Shareholders.

Resolution 8 therefore seeks approval for the Directors to be empowered to issue Shares or convertible securities in the Company from the date of the Meeting to the conclusion of the next annual general meeting of the Company or the date by which next annual general meeting for the Company is required by law to be held, whichever is the earlier.

This authority will, unless revoked or varied at a general meeting of the Company, expire at the conclusion of the next annual general meeting of the Company.

Resolution 8 is not seeking approval for:

• (a) the issue of securities in the Company pursuant to the requirements of Listing Rule 7.1 or Listing Rule 7.1A; or

• (b) the issue of securities to related parties, pursuant to the requirements of Listing Rule 10.11.

Resolution 8 will therefore be subject to the Listing Rules, in particular:

• (a) Listing Rule 7.1, which provides that the Company must not, subject to specified exceptions, issue or agree to issue more securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period;

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• (b) Listing Rule 10.11, which provides that the Company must not issue new securities to a related party without Shareholder approval; and

(c) Listing Rule 10.14 which provides that the Company must not issue new securities under an employee share plan to a Director or an associate of a Director without Shareholder approval.

Resolution 8 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 8.

The Board recommends that Shareholders vote in favour of Resolution 8.

9. Resolution 9 – Approval of Disposal of VHPL Interests and OVPL Interests

9.1 Background

On 30 June 2015, the Company, via 8 Investment Pte. Ltd., its wholly owned subsidiary, acquired 100% of the issued shares in Vue at Red Hill Pte. Ltd. ( RHS ), Fusion 462 Pte. Ltd. ( F4S ) and Oxford Views Pte. Ltd. ( OVS ) for A$515,629, A$914,582 and A$898,996 respectively. These newly acquired subsidiaries are in the business of property and management consultancy services and do not own any land bank in Australia.

RHS, F4S and OVS each owned a wholly owned subsidiary, Vue at Red Hill Pty Ltd ( RHA ), Fusion 462 Pty Ltd ( F4A ) and Oxford Views Pty Ltd ( OVPL ) respectively. RHA, F4A and OVPL are in the business of property development in Australia operating through joint ventures with subsidiaries of Velocity Holdings Pty Ltd ( VHPL ). VHPL is a vibrant, young boutique property developer that specialises in cosmopolitan developments throughout South-East Queensland, Australia. VHPL intends to seek a listing on the ASX in the near future to raise funds to finance its expanding property development business in Australia.

RHA, F4A and OVPL do not own any land bank in Australia but were entitled to receive 50% of the profit from the property development projects they have invested.

As at 30 June 2015, RHA, F4A and OVPL were developing three property sites with subsidiaries of VHPL in the Brisbane suburbs of Red Hill and Bulimba with a combined gross development value amounting to approximately A$38.3 million. On 2 July 2015, RHS and F4S swapped all of their interest in RHA and F4A respectively for a combined 49.9% stake in VHPL, being 3,569,791 of the 7,153,890 fully paid ordinary shares in the capital of VHPL ( VHPL Interests ) at a value of S$1,794,059 and S$687,806 respectively.

As announced on 30 June 2016:

• (a) the Company, via RHS and F4S, entered into a sale and purchase agreement ( VHPL Sale Agreements ) with Labelle Capital Inc. ( Labelle ) pursuant to which RHS and F4S have agreed to sell 2,804,571 VHPL Shares (the VHPL Sale Shares ) for S$3,085,028. Refer to Section 9.4 for further details; and

• (b) the Company, via OVS, entered into a sale and purchase agreement ( OVPL Sale Agreement ) with Crescenta Investment Ltd ( Crescenta ) pursuant to which OVS has agreed to sell all of the fully paid ordinary shares in the capital of OVPL ( OVPL Interests ) for S$10,581,705. Refer to Section 9.5 for further details.

Labelle is a venture capital company financed by a consortium of approximately 200 investors, largely based in South-East Asia, and many of whom are minority shareholders of the Company. None of the investors are related parties or substantial holders of the Company.

Crescenta is an investment company financed by a consortium of approximately 360 investors, largely based in South-East Asia, and many of whom are minority shareholders of the Company. None of the investors are related parties or substantial holders of the Company.

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As a result of the VHPL Sale Agreements and OVPL Sale Agreement, the Company, via RHS, F4S and OVS, will obtain S$2,076,755, S$1,008,273 and S$10,581,705 respectively.

9.2

Financial Information

VHPL and its wholly owned subsidiaries achieved unaudited revenue of S$13.6 million for the period 1 July 2015 to 31 March 2016. The net loss for the 9 month period was S$1.2 million. In the unaudited balance sheet as at 31 March 2016, the net total assets totalled S$5.7 million.

OVPL achieved unaudited revenue of S$1.2 million for the period 1 July 2015 to 31 March 2016. The net profit for the 9 month period was S$0.8 million. In the unaudited balance sheet as at 31 March 2016, the net total assets totalled S$0.2 million.

9.3 Indicative timetable

Providing the conditions to the sale agreements are satisfied (see Sections 9.4 and 9.5), the following is an indicative timetable for, amongst other things, completion of the proposed disposal of interest in VHPL and OVPL.

Event	Indicative Date
Despatch of Notice	Friday, 8 July 2016
Last day for lodgement of CDI Voting Instruction Form	Saturday, 6 August 2016 at 3pm (SST) (5pm (AEST))
Snapshot date for eligibility to vote at Meeting	Saturday, 6 August 2016 at 1pm (SST)
Meeting	Monday, 8 August 2016
Completion of the disposal of OVPL Interests	Tuesday, 9 August 2016
Completion of the disposal of VHPL Interests	Friday, 30 September 2016

* The above timetable is indicative only, assumes all conditions to the sale agreements will be satisfied and is therefore subject to change. The Directors reserve the right to amend the timetable without notice and will keep Shareholders updated (via ASX announcements) on the timing of the completion of the proposed disposal of interests in VHPL and OVPL as they progress.

9.4 Summary of the VHPL Sale Agreements

The material terms and conditions of the VHPL Sale Agreements are as follows:

• (a) Consideration

In consideration for the VHPL Sale Shares, RHS and F4S will receive a cash sum of S$2,076,755 and S$1,008,273 respectively. Deposit of S$600,000 was received by RHS and F4S on 30 June 2016.

In the event that completion of the VHPL Sale Agreements does not occur for any reason on or before 30 June 2017, OVS shall repay Labelle the deposit without interest.

• (b) Conditions

Completion of the VHPL Sale Agreements is conditional on:

• (i) the Company obtaining shareholder approval in general meeting for the sale of the VHPL Sale Shares;

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• (ii) the vendors obtaining irrevocable acknowledgements from the directors of VHPL that the proposed share transfers will not be declined; and

• (iii) Labelle obtaining the approval of the Foreign Investment Review Board of Australia with respect to the performance of, completion of, or any other matters related to or arising from the VHPL Sale Agreements.

• (c)

• Warranties, Representations, Undertakings and covenants

Each party to the VHPL Sale Agreements provides warranties to the other parties which are standard in agreements of this nature.

• (d) Governing Law

The VHPL Sale Agreements are governed by the laws of Singapore.

The VHPL Sale Agreements permit Labelle to nominate recipients of the VHPL Sale Shares. The VHPL Sale Agreements otherwise contain terms and conditions which are standard in agreements of this nature.

9.5 Summary of the OVPL Sale Agreement

The material terms and conditions of the OVPL Sale Agreement are as follows:

• (a) Consideration

In consideration for the sale of 200,000 OVPL Shares (the OVPL Sale Shares ), OVS will receive a cash sum of S$10,581,705. OVS received deposit of S$2,000,000 on 30 June 2016 and will received S$5,581,705 upon completion, with the final S$3,000,000 due on or before the expiry of six months from the date of completion of the OVPL Sale Agreement.

In the event that completion of the OVPL Sale Agreement does not occur for any reason on or before 30 June 2017, OVS shall repay Crescenta the deposit without interest.

• (b) Conditions

Completion of the OVPL Sale Agreement is conditional on:

• (i) the Company obtaining shareholder approval in general meeting for the sale of the OVPL Sale Shares;

• (ii) OVS obtaining irrevocable acknowledgements from the directors of OVPL that the proposed share transfers will not be declined; and

• (iii) Crescenta obtaining the approval of the Foreign Investment Review Board of Australia with respect to the performance of, completion of, or any other matters related to or arising from the OVPL Sale Agreement.

• (c) Warranties, Representations, Undertakings and covenants

Each party to the OVPL Sale Agreement provides warranties to the other parties which are standard in agreements of this nature.

• (d) Governing Law

The OVPL Sale Agreement is governed by the laws of Singapore.

The OVPL Sale Agreement permits Crescenta to nominate recipients of the OVPL Sale Shares. The OVPL Sale Agreement otherwise contains terms and conditions which are standard in agreements of this nature.

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9.6 Rationale for the proposed disposal of VHPL Interests and OVPL Interest

One of the core principal activities of the Group is the business of private equity investment. The proposed disposal of VHPL Interests and OVPL Interests, subject to shareholder approval, enables the Company, via its subsidiaries, to realise a net gain in investment in both VHPL and OVPL of S$11,620,840 and provides the Company with the opportunity to increase its cash on hand and receivables by S$13,444,037 to seek other investment opportunities [in property development and the Company's listed and unlisted security investment portfolio] whilst retaining an interest in 765,220 VHPL shares, which represents approximately 10.7% share capital interest in VHPL.

9.7

Listing Rule 11.4

Listing Rule 11.4 provides that an entity must not dispose of a major asset if, at the time of the disposal, the entity is aware that the party acquiring the asset intends to issue or offer securities with a view to becoming listed on a recognised securities exchange. VHPL intends to seek a listing on the ASX in the near future to raise funds to finance its expanding property development business in Australia.

ASX Guidance Note 13 indicates that ASX is likely to regard an asset as a major asset if:

• (a) the value of, or the value of the consideration of the asset, represents 20% or more of the consolidated equity interests;

• (b) the value of, or the value of the consideration for the asset, represents 15% or more of consolidated assets;

• (c) the revenue attributable to the asset represents 15% or more of consolidated operating revenue; or

• (d) the market capitalisation of the acquiring entity is 20% or more of the market capitalisation of the entity.

Having regard to this Section 9, the proposed disposal of the VHPL Interests and OVPL Interests constitutes the disposal of a major asset of by the Company. Further, as detailed above, VHPL is proposing to list on ASX.

Listing Rule 11.4.1 provides for the following two exceptions to Listing Rule 11.4:

• (a) the securities, except those retained by the entity or child entity are offered pro rata to holders of ordinary securities in the entity; and

• (b) holders of ordinary securities in the entity approve of the disposal without the offer referred to above being made.

No offer referred to above will be made. The Company is therefore seeking Shareholder approval for the purposes of Listing Rule 11.4. The effect of passing Resolution 9 will be to allow the Company, via RHS and F4S, to dispose of the VHPL Interests pursuant to the VHPL Sale Agreement, and via OVS, to dispose of the OVPL Interest, in compliance with Listing Rule 11.4.

9.8 Effect of proposed disposal of VHPL Interests and OVPL Interests on the Company

Immediately following completion of the disposal of VHPL Interests pursuant to VHPL Sale Agreement, the Company will have a reduced interest in fully paid ordinary shares in the capital of VHPL ( VHPL Shares ), being approximately 10.7% of the VHPL Shares on issue. The Company, via RHS and F4S, will have increased its cash on hand by S$3,085,028.

Immediately following completion of the disposal of the OVPL Interest pursuant to OVPL Sale Agreement, the Company will no longer have any direct interest in OVPL. The Company, via OVS, will have increased its cash on hand and receivables by S$7,574,549 and S$2,784,460 respectively.

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A pro-forma consolidated balance sheet for the Company is set out in Schedule 2 and shows the impact on the financial position of the Company after completion of the VHPL Sale Agreement and the OVPL Sale Agreement, as if they have occurred on 31 March 2016.

9.9 Advantages of the proposed disposal of VHPL Interests and OVPL Interests

The Directors are of the view that the following non-exhaustive advantages may be relevant to a Shareholder's determination on how to vote on Resolution 9:

• (a) the Company will be free to seek other investment opportunities;

• (b) the Company will maintain an interest in VHPL of approximately 10.7%; and

• (c) the Company, via RHS, F4S and OVS, will increase its cash on hand and receivables by S$13,444,037.

9.10 Disadvantages of the proposed disposal of VHPL Interests and OVPL Interests

The Directors are of the view that the following non-exhaustive disadvantages may be relevant to a Shareholder's determination on how to vote on Resolution 9:

• (a) the Company will no longer retain a significant interest in VHPL;

• (b) there is no guarantee that VHPL will be successful in its listing on the ASX; and

• (c) there is no guarantee that VHPL Shares will appreciate in value. As with any investment in shares, the VHPL Shares are a speculative investment.

9.11 Implications if proposed disposal of VHPL Interests and OVPL Interests does not proceed

In the event that Resolution 9 is not passed and the Company does not dispose of VHPL Interests and OVPL Interests, it will, amongst other things, retain a 49.9% interest in VHPL and full interest in OVPL.

The Company will continue to focus on its core business sectors of:

• (a) listed securities investments;

• (b) private equity investments;

• (c) financial education and training seminars; and

• (d) real property development investments.

In addition, the Company will explore other opportunities for the commercialisation, development or disposal of VHPL Interests and OVPL Interests.

9.12 Future activities and direction post completion of the proposed disposal of VHPL Interests and OVPL Interests

After completion of the disposal of VHPL Interests and OVPL Interests, the Company will, amongst other things:

• (a) seek to obtain an independent director seat in VHPL’s board of directors;

• (b) facilitate the provision of professional and consultancy services to assist VHPL to be listed on ASX; and

• (c) retain a substantial interest in VHPL as a financial asset available for sale.

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The Company will continue to focus on its core business sectors as detailed in Section 9.11.

9.13 Directors' recommendation

The Directors do not have any material personal interest in the outcome of Resolution 9 other than as a result of their interests arising solely in the capacity of Shareholders. Based on the information available, all of the Directors consider that the proposed disposal of VHPL Interest and OVPL Interests is in the best interests of the Company.

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

9.14 Other Material Information

There is no other information material to the making of a decision by a Shareholder whether or not to approve Resolution 9 (being information that is known to any of the Directors and which has not been previously disclosed to Shareholders) other than as disclosed in this Explanatory Memorandum.

9.15 Forward Looking Statements

The forward looking statements in this Explanatory Memorandum are based on the Company’s current expectations about future events. They are, however, subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Explanatory Memorandum. Forward looking statements include those containing words such as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions.

10. Resolution 10 –Ratification of issue of Consideration Shares

10.1 Introduction

On 12 May 2016, the Company announced that its private equity division had entered into a conditional share swap agreement ( SSA ) for the acquisition of a 51% equity interest in Financial Joy Institute Pte Ltd ( Financial Joy ), a Singaporean company which provides financial and investment education, in consideration for the issue of Shares to the value of S$2,040,000 ( Consideration Shares ) to the 3 shareholder vendors of Financial Joy ( Vendors ).

A total of 2,551,939 Consideration Shares were issued to the Vendors on 30 June 2016. Pursuant to the SSA, the Consideration Shares will be subject to voluntary escrow of 24 months. The quantity of Consideration Shares issued was calculated by multiplying S$2,040,000 by the rate for which Singapore dollars may be converted to Australian dollars one day prior to the date of settlement of the SSA ( Exchange Rate ), and then dividing the result by the VWAP of the Shares calculated on the 5 Trading Days prior to the settlement of the SSA ( Average Price ).

10.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

10.3 Listing Rule 7.4

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

The effect of Shareholders passing Resolution 10 by ratifying the issue of the Consideration Shares will be to restore the Company's ability to issue further Shares during the next 12 months.

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10.4 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue:

• (a) 2,551,939 Consideration Shares were issued;

• (b) the Consideration Shares were issued for nil cash consideration in satisfaction of the acquisition of a 51% equity interest in Financial Joy;

• (c) the Consideration Shares were issued to the Vendors of Financial Joy, none of whom are a related party of the Company;

• (d) the Consideration Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and

• (e) no funds have been or will be raised from the issue of the Consideration Shares as they have been issued as consideration for the acquisition of a 51% equity interest in Financial Joy.

11. Resolution 11 – Approval of On-Market Share Buy-Back Mandate

11.1 General

The Company is incorporated in Singapore and, pursuant to the Articles and the Companies Act, has the ability to buy-back its Shares. Accordingly, the Company seeks Shareholder approval in accordance with section 76E of the Companies Act to buy-back and cancel or hold as treasury shares 10,704,780 Shares (being up to a maximum of 3% of the total number of Shares on issue) through an on-market buy-back.

ASX has previously confirmed that (with respect to last year's buy back), pursuant to ASX Listing Rule 7.36, the Company is required to undertake the on-market buy back in accordance with the ASX Listing Rules and the applicable provisions of the Corporations Act, as if it were an entity subject to the requirements of the Corporations Act.

The Company notes that, in complying with section 76E of the Companies Act, the Company will comply with section 257C(1) of the Corporations Act for on-market buy-backs, which states that shareholder approval is required for a buy-back if a company proposes to buy-back more than 10% of the smallest number of shares on issue during the last 12 months.

In addition, the Company also intends to comply with all applicable provisions under the ASX Listing Rules, including but not limited to, ASX Listing Rule 7.33 and ASX Listing Rule 3.8A.

This Explanatory Memorandum sets out information that is material to the Shareholders’ decision on how to vote on the buy-back resolution, including the reasons for the buy-back, the applicable terms, the financial implications and the possible advantages and disadvantages of the on-market buy-back.

11.2

Reasons for buy-back

The Company’s goal is to manage its capital so as to achieve the most efficient capital structure and optimise returns to Shareholders. On 17 May 2016, the Company reported cash and cash equivalents of S$18,737,470 in its financial year ended 31 March 2016.

The Board is of the view that the allocation of part or all of the Company’s surplus funds into an onmarket buyback of Shares will be more value accretive to Shareholders than having the funds remain in situ.

The Board believes that an on-market buy-back of Shares at an appropriate value is an appropriate course for the Company and its Shareholders.

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An on-market buy-back gives Shareholders the choice whether to hold or sell their Shares over the buyback period, whereas under other alternatives (such as an equal capital reduction or off-market equal access buy-back) Shareholders may not be given such flexibility. Further the on-market Share buy-back is simpler to implement than other forms of capital return.

The Company has decided, as part of its capital management program, that an on-market buy-back is an expedient, effective and cost efficient way for the Company to enhance shareholder value.

11.3 Advantages and disadvantages of the buy-back

The general advantages of an on-market buy-back include the following:

• (a) purchases on-market can be tailored to changing market conditions;

• (b) the Company has complete flexibility to adjust the volume of Shares bought and can stop buying at any time; and

• (c) implementation of an on-market buy-back is simple and cost effective.

Shareholders should also be aware that, among other things, some of the disadvantages of the buyback include:

• (d) the Company’s net assets will be reduced by the amount expended on the buy-backs; and

• (e) the buy-backs may provide some liquidity in the Shares in the short term however may result in reducing the liquidity in the Shares in the long term due to a smaller number of Shares on issue for trading.

11.4 Regulatory Requirements

Article 53 of the Articles and Sections 76B and 76E of the Companies Act, allow the Company to buyback its own shares through on-market Share buy-backs.

Section 76E of the Companies Act, which relates specifically to on-market Share buy-backs, provides as follows:

“ Authority for market acquisition

76E .—(1) A company shall not make a purchase or acquisition of its own shares on a securities exchange (referred to in this section as a market purchase) unless the purchase or acquisition has been authorised in advance by the company in general meeting.

(2) The notice specifying the intention to propose the resolution to authorise a market purchase must -

• (a) specify the maximum number of shares or the maximum percentage of ordinary shares authorised to be purchased or acquired;

• (b) determine the maximum price which may be paid for the shares;

• (c) specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and

• (d) specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.

(3) The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)(a), (b) and (c).

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(4) The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3).

(5) A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by —

• (a) specifying a particular sum; or

• (b) providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion. ”

Under the Singapore Code on Take-overs and Mergers (“ Take-over Code ”), there may be take-over implications and obligations arising from Share buy-backs as follows:

11.4.1 Obligation to make a Take-over offer

When the Company purchases or acquires its shares, any resulting increase in the percentage of voting rights held by a Shareholder and persons acting in concert with him (as defined in the Take-over Code) will be treated as an acquisition for the purposes of Rule 14 of the Take-over Code (“ TC Rule 14 ”). Consequently, a Shareholder or group of Shareholders acting in concert may obtain or consolidate effective control of the Company and become obliged to make an offer under TC Rule 14.

• 11.4.2 Effect of TC Rule 14 and Appendix 2 of the Take-over Code (“ TC Appendix 2 ”)

In general terms and in relation to the proposed Share Buy-Back Mandate in Resolution 1, the effect of TC Rule 14 and TC Appendix 2 are as follows:

• 11.4.2.1 Unless exempted, Directors and persons acting in concert with them will incur an obligation to make a take-over offer under TC Rule 14 if, as a result of the Company purchasing or acquiring Shares, (i) the voting rights of such Directors and their concert parties would increase to 30% or more, or (ii) in the event that such Directors and their concert parties hold between 30% and 50% of the Company’s voting rights, the voting rights of such Directors and their concert parties would increase by more than 1% in any period of six months. In calculating the percentages of voting rights of such Directors and their concert parties, treasury shares shall be excluded.

• 11.4.2.2 Under TC Appendix 2, a Shareholder not acting in concert with the Directors will not be required to make a takeover offer under TC Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder would increase to 30% or more, or, if such Shareholder holds between 30% and 50% of the Company’s voting rights, the voting rights of such Shareholder would increase by more than 1% in any period of six months. Such Shareholder need not abstain from voting in respect of the resolution authorising the Share Buy-Back Mandate.

Based on the interests of substantial Shareholders as at 4 July 2016 (“ Latest Practicable Date ”), the substantial Shareholders would not become obliged to make a take-over offer for the Company under TC Rule 14 as a result of the purchase or acquisition by the Company of the maximum limit of 3% of its issued Shares (excluding Shares held in treasury) as at the Latest Practicable Date.

Shareholders are reminded that those who are in doubt as to their obligations, if any, to make an offer under the Take-over Code as a result of the purchases or acquisitions by the Company of Shares pursuant to the proposed Share buy-back mandate, should consult their professional advisers.

Resolution 11 seeks approval of the Shareholders for the proposed Share buy-back mandate.

Resolution 11 will be approved if more than 50% of votes cast at the Meeting on the Resolution are in favour of the Resolution.

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11.5 Number of Shares subject to buy-back

As at 4 July 2016, the Company has 359,315,697 Shares on issue and seeks to buy-back up to 10,779,490 Shares, representing 3% of the total issued share capital as at the date of this notice. If the buy-back is fully completed, the Company will have 348,536,207 Shares on issue (excluding treasury shares).

The Company will offer to buy-back Shares on-market through transactions on the ASX.

Since an on-market buy-back involves shares being acquired at the market price of shares at that time, it is not possible to anticipate the value (and therefore the number) of shares that may actually be bought back and cancelled or held as treasury shares. As a result, the Company is not required to buy-back a specific number of Shares or a minimum specified value of Shares over any period.

The Company reserves the right not to buy-back any Shares at all.

11.6 Buy-back Price

The Shares will be bought back at the quoted selling price of the Shares on the ASX. In accordance with ASX Listing Rule 7.33, the price payable by the Company to buy-back Shares cannot be more than 5% above the volume weighted average market price per share for the last 5 days on which trades were recorded before the day of the buy-back.

It should be noted that the Company cannot give any assurance as to the likely average price per share to be paid by the Company under the on-market buy-back.

It will be a matter for Shareholders to determine with reference to their own individual circumstances (after taking independent advice, if appropriate) whether they want to sell their Shares on the ASX and, if so, the price at which they are prepared to sell their Shares.

11.7 Timing

If Resolution 11 is approved, it is intended that the on-market buy-backs (if any) will be undertaken at such time(s) as the Directors in their discretion may decide within the period set out in paragraph (b) of Resolution 11.

11.8 Financial implications of the buy-back

The buy-back will be funded from the Company’s available cash reserves. The Directors have determined that the buy-back will not materially prejudice the Company’s ability to pay its creditors.

As at 31 March 2016, the Company had net assets of S$53,660,512, including S$18,737,470 of cash reserves available as a source of funding the buy-back. The actual amount of the buy-back to be funded will not be determined until the completion of the buy-back program.

The exact impact on earnings per Share of any buy-back cannot be determined until the buy-back is completed and will depend on the number of Shares bought back, the volume-weighted average buyback price and the source of funds used to fund the buy-back program.

A buy-back may decrease the ASX trading volumes and liquidity in the Shares. It is not however possible to determine the extent of any potential decrease in liquidity at this time.

Whilst it is not possible to anticipate the total actual amount that the Company will expend on paying for the Shares, the buy-back is not expected to adversely affect net assets of the Company.

11.9 Effect on control of the Company

It is not expected that there will be any effect on control of the Company following the buy-back.

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11.10 Tax implications

Approval of Resolution 11 will not result in any tax implications for Shareholders if they do not sell their Shares. However, if a Shareholder chooses to participate in the buy-back by selling their Shares then that Shareholder should obtain specific tax advice on the treatment of the sale of their Shares taking into account their particular circumstances.

11.11 Directors' holdings

The Directors have the following interests in the Company at the date of this Explanatory Memorandum:

Name	Number of Shares Held	Voting Interest
Ken Chee Kuan Tat	108,014,2411	30.061%
Clive Tan Che Koon	86,847,2412	24.170%
Yiowmin Chay	-	-
Charles Mac	-	-

The following table shows the relevant voting interest that each Director would have if the Company bought back all 3.0% of the issued Shares under the proposed Share buy-back mandate and if no Directors’ Shares or Shares in which the Directors have an interest were sold:

Names	Voting Interest
Ken Chee Kuan Tat	30.991%3
Clive Tan Che Koon	24.918%4

The Directors may participate in the buy-back program.

11.12 Directors' recommendation

The Directors recommend that Shareholders vote in favour of the buy-back resolution.

The Chairman intends to vote all available proxies in favour of Resolution 11.

11.13 No other material information

Other than as set out in this Explanatory Memorandum, and other than information previously disclosed to Shareholders, there is no other information that is known to the Directors which may reasonably be expected to be material to making a decision by Shareholders on whether or not to vote in favour of Resolution 11.

1 Mr. Chee holds 86,258,500 Shares in his personal capacity and is a director and shareholder of Cheshire United Ltd, a company which he directly and indirectly owns or controls, which holds 21,755,741 Shares. 2 Mr. Tan holds 65,091,500 Shares in his personal capacity and is a director and shareholder of Cheshire United Ltd, a company which he directly and indirectly owns or controls, which holds 21,755,741 Shares. 3 Refer to footnote 1.

4 Refer to footnote 2.

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Schedule 1 – Definitions and Interpretation

1. Definitions

In the Notice and this Explanatory Memorandum, unless the context otherwise requires:

A$ means Australian dollars.

AEST means Australian Eastern Standard Time.

Annual Financial Statement means the Directors' Report, the Financial Reports and the Auditor's Report in respect to the financial year ended 31 March 2016.

Articles means the memorandum and articles of association of the Company from time to time.

ASX means ASX Limited ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Limited.

ASX Settlement Rules means ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ABN 49 008 504 532).

Auditor's Report means the auditor's report on the Financial Reports.

Average Price has the meaning given to that term in Section 10.1.

Board means the board of Directors from time to time.

CDI means CHESS Depository Interests issued by CDN, where each CDI represents a beneficial interest in one Share.

CDI Voting Instruction Form means the CDI voting instruction form attached to the Notice.

CDN means CHESS Depository Nominees Pty Ltd (ABN 75 071 346 506) (AFSL 254514), in its capacity as depositary of the CDIs under the ASX Settlement Rules.

Chairperson means the person appointed to chair the Meeting.

Companies Act means the Companies Act (Cap.50) of Singapore.

Company means 8I Holdings Limited ARBN 601 582 129.

Consideration Shares has the meaning given to that term in Section 10.1.

Crescenta has the meaning given to that term in Section 9.1.

Director means any director of the Company and Directors means all of them.

Directors' Report means the annual directors' report of the Company and its controlled entities.

Exchange Rate has the meaning given to that term in Section 10.1.

Explanatory Memorandum means this explanatory memorandum.

F4A has the meaning given to that term in Section 9.1.

F4S has the meaning given to that term in Section 9.1.

Financial Joy means Financial Joy Institute Pte Ltd, a company incorporated in Singapore (company registration number 201231542G).

Financial Reports means the annual financial reports of the Company and its controlled entities.

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Labelle has the meaning given to that term in Section 9.1.

Meeting means the general meeting of the Company to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233, on Monday, 8 August 2016 at 3pm (SST).

Notice means this notice of annual general meeting.

OVPL has the meaning given to that term in Section 9.1.

OVPL Interests has the meaning given to that term in Section 9.1.

OVPL Sale Agreement has the meaning given to that term in Section 9.1.

OVPL Sale Shares has the meaning given to that term in Section 9.5.

OVS has the meaning given to that term in Section 9.1.

Resolution means any resolution detailed in the Notice as the context requires.

RHA has the meaning given to that term in Section 9.1.

RHS has the meaning given to that term in Section 9.1.

S$ means Singaporean dollars.

Schedule means a schedule to the Notice.

Section means a section of this Explanatory Memorandum.

Settlement has the meaning given to that term in Section 10.1.

Share means a fully paid ordinary share in the capital of the Company or a CDI, as applicable.

Shareholder means a holder of a Share (including CDN in its capacity as depositary of the CDIs under the ASX Settlement Rules), or holder of a CDI, as applicable.

SSA has the meaning given to that term in Section 10.1.

SST means Singapore Standard Time, being the time in Singapore.

Trading Days has the same meaning as in the Listing Rules.

Vendors has the meaning given to that term in Section 10.1.

VHPL has the meaning given to that term in Section 9.1.

VHPL Interests has the meaning given to that term in Section 9.1.

VHPL Sale Agreement has the meaning given to that term in Section 9.1.

VHPL Sale Shares has the meaning given to that term in Section 9.1.

VHPL Shares has the meaning given to that term in Section 9.8.

VWAP means volume weighted average market price.

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2. Interpretation

In the Notice and this Explanatory Memorandum, headings and words in bold are for convenience only and do not affect the interpretation of the Notice and this Explanatory Memorandum and, unless the context otherwise requires:

• (a) words importing the singular include the plural and vice versa;

• (b)

• words importing a gender include any gender;

• (c) other parts of speech and grammatical forms of a word or phrase defined in the Notice or this Explanatory Memorandum have a corresponding meaning;

• (d) a term not specifically defined in the Notice or this Explanatory Memorandum has the meaning given to it (if any) in the Companies Act;

• (e) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

• (f) a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

• (g) a reference to a body (including, without limitation, an institute, association or authority), whether statutory or not:

• (i) which ceases to exist; or

• (ii) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions; and

• (h) “ include ” and “ including ” are not words of limitation.

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Schedule 2 – Pro Forma Consolidated Balance Sheet

The pro forma balance sheet detailed below (in both Singaporean and Australian dollars) has been prepared to illustrate the effect of the VHPL Sale Agreement and the OVPL Sale Agreement and assumes completion of certain other pro forma transactions as if they had occurred on 31 March 2016.

ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepaid operating expenses Investment securities Non-current Assets Plant and equipment Investment properties Intangible assets Investment in associate Investment securities Total Assets LIABILITIES Current Liabilities Trade and other payables Hire purchase Income tax payable Unearned revenue Non-current Liabilities Hire purchase Unearned revenue Deferred tax liabilities Total Liabilities Net Assets EQUITY Equity attributable to owners of the Company Share capital Retained earnings Other reserves Non-controlling interests Total Equity	Actual Adjustments Adjustments Pro Forma Consolidated (Audited) (unaudited) (unaudited) (unaudited) 31.3.2016 VHPL Sale Agreement OVPL Sale Agreement 31.3.2016 S$ S$ S$ S$ 18,737,470 3,085,028 7,574,549 29,397,047 3,134,231 2,784,460 5,918,691 174,977 174,977 19,555,765 19,555,765
	41,602,443 3,085,028 10,359,009 55,046,480
	632,579 632,579 148,667 148,667 3,138,751 3,138,751 1,885,151 (1,884,630) 521 13,713,260 2,678,270 16,391,530
	19,518,408 793,640 20,312,048
	61,120,851 3,878,668 10,359,009 75,358,528
	1,820,858 (4,600) 1,816,258 59,840 59,840 1,457,699 336,241 1,793,940 3,156,559 3,156,559
	6,494,956 336,241 (4,600) 6,826,597
	73,248 73,248 880,791 880,791 11,344 11,344
	965,383 965,383
	7,460,339 336,241 (4,600) 7,791,980
	53,660,512 3,542,427 10,363,609 67,566,548
	30,736,966 30,736,966 18,016,959 1,257,231 10,363,609 29,637,799 3,793,071 2,285,196 6,078,267
	52,546,996 3,542,427 10,363,609 66,453,032 1,113,516 1,113,516
	53,660,512 3,542,427 10,363,609 67,566,548

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ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepaid operating expenses Investment securities Non-current Assets Plant and equipment Investment properties Intangible assets Investment in associate Investment securities Total Assets LIABILITIES Current Liabilities Trade and other payables Hire purchase Income tax payable Unearned revenue Non-current Liabilities Hire purchase Unearned revenue Deferred tax liabilities Total Liabilities Net Assets EQUITY Equity attributable to owners of the Company Share capital Retained earnings Other reserves Non-controlling interests Total Equity	Actual Adjustments Adjustments Pro Forma Consolidated (Audited) (unaudited) (unaudited) (unaudited) 31.3.2016 VHPL Sale Agreement OVPL Sale Agreement 31.3.2016 A$ A$ A$ A$ 19,372,670 3,189,610 7,831,326 30,393,606 3,240,481 2,878,853 6,119,334 180,909 180,909 20,218,705 20,218,705
	43,012,765 3,189,610 10,710,179 56,912,554
	654,023 654,023 153,707 153,707 3,245,155 3,245,155 1,949,058 (1,948,519) 539 14,178,140 2,769,064 16,947,204
	20,180,083 820,545 21,000,628
	63,192,848 4,010,155 10,710,179 77,913,182
	1,882,585 (4,756) 1,877,829 61,869 61,869 1,507,115 347,640 1,854,755 3,263,566 3,263,566
	6,715,135 347,640 (4,756) 7,058,019
	75,731 75,731 910,650 910,650 11,729 11,729
	998,110 998,110
	7,713,245 347,640 (4,756) 8,056,129
	55,479,603 3,662,515 10,714,935 69,857,053
	31,778,949 31,778,949 18,627,734 1,299,851 10,714,935 30,642,520 3,921,656 2,362,664 6,284,320
	54,328,339 3,662,515 10,714,935 68,705,789 1,151,264 1,151,264
	55,479,603 3,662,515 10,714,935 69,857,053

Preparation of the Consolidated Pro Forma Balance Sheet

The consolidated pro forma balance sheet has been prepared to demonstrate the impact of completion of the VHPL Sale Agreement and the OVPL Sale Agreement.

Under each of the scenarios above, the 31 March 2016 audited Statement of Financial Position of the Company has been adjusted to reflect the impact of the following proposed transactions or transactions which have taken place subsequent to 31 March 2016:

• (a) disposal in investment of VHPL and OVPL amounting to S$1,709,652 (A$1,767,608);

• (b) gain in sale of VHPL Interest and OVPL Interest of S$1,593,472 (A$1,647,491) and S$10,363,609 (A$10,714,935) respectively;

• (c) gain on re-measurement of investment retained in VHPL to fair value of S$2,285,196 (A$2,362,664);

• (d)

• additional income tax payable of S$336,241 (A$247,640); and

• (e) an applied exchange rate of A$1.0000 to S$1.0339 (extracted from Monetary Authority Singapore as at 31 March 2016).

26

CDI VOTING INSTRUCTION FORM FOR SHAREHOLDERS WHO HOLD SHARES THROUGH CHESS DEPOSITARY NOMINEES PTY LTD

==> picture [72 x 64] intentionally omitted <==

All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

7 By Fax: +61 2 9290 9655 : Online: www.boardroomlimited.com.au ( By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 3:00pm SST (5:00pm AEST) on Saturday 6 August 2016.

: TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT www.votingonline.com.au/8iholdingsagm2016 STEP 2: Enter your holding/investment type: STEP 3: Enter your Reference Number: STEP 4: Enter your VAC: PLEASE NOTE: For security reasons it is important you keep the above information confidential. Scan QR Code using smartphone QR Reader App

BY SMARTPHONE

CDI VOTING INSTRUCTION FORM

TO VOTE BY COMPLETING THE CDI VOTING INSTRUCTION FORM

STEP 1 HOW TO VOTE ON ITEMS OF BUSINESS

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares

STEP 2 SIGN THE FORM

Individual: Where the holding is in one name, the security holder must sign. Joint Holding: Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney : If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory. i.e. Sole Director, Sole Company Secretary or Director and Company Secretary.

STEP 3 LODGEMENT

This form (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 3:00pm SST (5:00pm AEST) on Saturday, 6 August 2016 . Any form received after that time will not be valid for the scheduled meeting.

Forms may be lodged:

: Online www.votingonline.com.au/8iholdingsagm2016 7 By Fax + 61 2 9290 9655 * By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia � In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Comments and Questions

If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Turn over to complete the form

8I Holdings Limited ARBN 601 582 129

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

CDI VOTING INSTRUCTION FORM

STEP 1 CHESS DEPOSITARY NOMINEES WILL VOTE AS DIRECTED

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of the above Company hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Annual General Meeting of 8I Holdings Limited to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Monday, 8 August 2016 at 3:00pm SST (5:00pm AEST) and at any adjournment of that meeting. By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing CHESS Depositary Nominees Pty Ltd not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

			FOR AGAINST ABSTAIN*			FOR AGAINST ABSTAIN*
Res	1	Approval of Dividend		Res 7	Approval of Directors’ Fees
Res	2	Election of Chee Kuan Tat, Ken as Director		Res 8	Approval to Issue Shares and
					Instruments
Res	3	Election of Clive Tan Che Koon as Director		Res 9	Approval of Disposal of VHPL Interests
					and OVPL Interests
Res	4	Election of Chay Yiowmin as Director		Res 10	Ratification of issue of Consideration
					Shares
Res	5	Election of Charles Mac as Director		Res 11	Approval of On-Market Share Buy-Back
					Mandate
Res	6	Approval of Appointment of Auditor

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2016