8I HOLDINGS LTD — AGM Information 2017

Nov 5, 2017

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8I HOLDINGS LIMITED ARBN 601 582 129

NOTICE OF GENERAL MEETING

The general meeting of the Company will be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Wednesday, 22 November 2017 at 9am (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 (Australia) by telephone on +61 8 6555 2950.

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 general meeting of shareholders of 8I Holdings Limited ( Company ) will be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Wednesday, 22 November 2017 at 9am (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 Sunday, 19 November 2017 at 5pm (SST).

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

AGENDA

1. Resolution 1 – Disposal of Shares in 8VIC Global Pte Limited for the Acquisition of Shares in Digimatic Group Ltd

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

"That approval is given for the transfer of 95% of the fully paid ordinary shares in 8VIC Global Pte. Limited ( 8VIC Global ) held by the Company to Digimatic Group Ltd ( DMC ) in return for 66.5% of the Shares in DMC (on a post-transaction basis), on the terms and conditions detailed in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by a party to the transaction (being DMC and any of its associates).

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.

The person chairing the Meeting intends to vote all undirected proxies in favour of Resolution 1.

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2. Resolution 2 – Approval of Employee Share Plan

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 ASX Listing Rule 7.2, Exception 9(b), section 161 of the Companies Act, and for all other purposes, the Company adopt the securities incentive scheme known as the "8IH Employee Share Plan” and approves the issue of securities under that plan from time to time, on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion Statement

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

However, the Company need 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.

BY ORDER OF THE BOARD

Ken Chee Executive Chairman Dated: 6 November 2017

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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, #03-03/04, Singapore 228233 on Wednesday, 22 November 2017 at 9am (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 Resolution 1 – Disposal of Shares in 8VIC Global Pte Limited for the Acquisition of Shares in Digimatic Group Ltd Section 4 Resolution 2 – Approval of Employee Share Plan Schedule 1 Definitions Schedule 2 Pro-forma consolidated balance sheet Schedule 3 Summary of Employee Share Plan

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 9am (SST) (12pm (AEDT)) on Sunday, 19 November 2017.

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

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

3. Resolution 1 – Disposal of Shares in 8VIC Global Pte Limited for the Acquisition of Shares in Digimatic Group Ltd

3.1 Background

On 9 October 2017, the Company announced that it had entered into a binding term sheet with Digimatic Group Ltd ( DMC ) and Glorymont Ltd ( Glorymont ) for the transfer of all the entire issued and paid up ordinary share capital in 8VIC Global Pte Limited ( 8VIC Global ), in consideration for newly issued Shares of DMC representing 70% of the enlarged ordinary share capital of DMC post issuance ( Proposed Transaction ) (with 8IH’s portion of consideration shares representing 66.5% of DMC post issuance – see Section 3.5 for further details). Pursuant to this term sheet, the Company, Glorymont and DMC had further entered into an option agreement on 6 November 2017 ( Option Agreement ) which, upon satisfaction of various conditions precedent, will be followed up with a share acquisition agreement ( Share Acquisition Agreement ) and other related documents in relation to the Proposed Transaction (collectively, the Transaction Documents ).

8VIC Global is a company incorporated in Singapore and is principally engaged in organising financial education programmes and training seminars. It currently offers a range of financial education programmes and after-programme events, such as MIP, VIB, REITS and VIS. These programmes are widely recognised by its participants and industry experts.

8VIC Global is the holding company of two wholly owned subsidiaries which are incorporated in Singapore and Malaysia, being 8VIC Singapore Pte. Ltd. and 8VIC Malaysia Sdn Bhd respectively. 8VIC Global will also hold a 70% shareholding in 8VIC Taiwan Co., Ltd, a company to be incorporated in Taiwan, and 49% shareholding in 8VIC (Thailand) Company Limited, a company to be incorporated in Thailand. The Company is presently the holding company of 8VIC Global, holding 95% of 8VIC Global’s issued ordinary share capital. The remaining 5% is held by Glorymont, an unrelated party.

The corporate structure of 8VIC Global is as follows:

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The corporate structure of the Company post Proposed Transaction[1] will be as follows:

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This Explanatory Memorandum has been prepared to provide Shareholders of the Company with information material to deciding whether or not to vote in favour of the resolutions in the Notice. Further information on the Proposed Transaction is set out in the rest of Section 3 below.

1 The Company currently holds Shares in Digimatic Group Ltd directly and through its wholly owned subsidiary 8 Business Pte Ltd. Post Proposed Transaction, in which the Company will be issued additional shares in DMC, the Company will hold 66.7% and 3.04% of the entire issued and paid up ordinary share capital of DMC directly and through 8 Business Pte Ltd respectively.

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3.2 DMC Business Structure

DMC is a Singapore-incorporated public company that provides a range of digital marketing, e-commerce, events management and seminar/conference-related services, including the marketing and holding of seminars and conferences. It is registered as a “foreign company” in Australia under the Australian Corporations Act and was admitted into the official list of the ASX on 10 December 2015. It maintains its primary (and only) listing of its equity securities, fully paid ordinary shares, which trade on ASX in the form of CDIs. The Company, through its direct holding of DMC Shares and the holding of DMC Shares by its wholly owned subsidiary 8 Business Pte Ltd, is presently a substantial shareholder of DMC, holding 10.81% of DMC’s issued ordinary share capital.

DMC’s business units are as follows:

Business Unit	Description	Group Subsidiary
Digimatic Media	Digimatic Media manages a training academy that provides businesses and individuals with the opportunity to achieve financial stability and success via performance based marketing. Digimatic Media specialises in online performance based marketing, leads generation for mobile applications and websites and provides online marketing campaign planning and execution services.	Digimatic Media Private Limited Digimatic Media Sdn. Bhd. Wewe Media Group Pte Ltd
Digimatic Creatives	Branding and marketing arm of Digimatic Group Ltd specialising in content creation as well as full end to end branding consultation and strategic positioning advice to help clients meet their business and marketing objectives.	Digimatic Creatives Pte Ltd Anonymous Production Sdn. Bhd.

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The corporate structure of DMC post Proposed Transaction will be as follows:

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3.3 DMC Financial Information

For the three (3) financial years ended 31 March 2015, 2016 and 2017, the revenue of DMC and its subsidiaries amounted to approximately S$5.9 million, S$9.1 million and S$15.2 million, respectively. The net profit in the same periods, amounted to approximately S$0.7 million, S$0.9 million and S$1.1 million, respectively.

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In the unaudited balance sheet as at 30 September 2017, cash at bank totalled S$11.1 million. The company’s liabilities include unearned revenue of S$0.8 million. The unearned revenue represents revenue received from customers but not yet recognised to the profit or loss due to service not yet rendered as at reporting date.

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3.4 Indicative timetable

The following is an indicative timetable for completion of the Proposed Transaction.

Event	Indicative Date
Entry into Option Agreement	Monday, 6 November 2017
Despatch of Notice	Monday, 6 November 2017
Last day for lodgement of CDI Voting	Sunday, 19 November 2017 at 9am (SST)
Instruction Form	(12pm (AEDT))
Snapshot date for eligibility to vote at	Sunday, 19 November 2017 at 5pm (SST)
Meeting	(8pm (AEDT))
Meeting	Wednesday, 22 November 2017 at 9am (SST)
Entry into Share Acquisition Agreement	Friday, 24 November 2017
Completion of the Proposed Transaction	Monday, 27 November 2017

* The above timetable is indicative only and 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 Transaction as it progresses.

3.5 Summary of the Proposed Transaction

The material terms and conditions of the Proposed Transaction include the following:

• (a) Consideration

In consideration for the transfer of the entire issued share capital of 8VIC Global by the Company and Glorymont to DMC, DMC will issue the following Shares (representing 70% of the enlarged share capital of DMC post Proposed Transaction) to the Company and Glorymont ( Vendors ) as set out below ( Consideration Shares ):

	Consideration	Consideration	Percentage of
	Shares (in the event	Shares (in the event	enlarged share
Vendor	the DMC Share Consolidation2 is	the DMC Share Consolidation is not	capital
	effected)	effected)
The Company	28,979,104	1,448,955,200	66.50%
Glorymont	1,525,216	76,260,800	3.50%

2 The proposed DMC Share Consolidation will involve the consolidation of every fifty DMC Shares into one DMC Share.

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	Consideration	Consideration	Percentage of
	Shares (in the event	Shares (in the event	enlarged share
Vendor	the DMC Share Consolidation2 is	the DMC Share Consolidation is not	capital
	effected)	effected)
Total	30,504,320	1,525,216,000	70.00%

• (b) Conditions Precedent

Completion of the Proposed Transaction is conditional on various conditions precedent including:

• (i) the Vendors and/or parties acting in concert with them not being required to make any offer (under the Singapore Code on Take-overs and Mergers or otherwise) for shares in DMC held by the other shareholders of DMC upon the Vendors’ acquisition of Shares in DMC pursuant to the Proposed Transaction;

• (ii) all relevant board and/or shareholders’ resolutions of the Vendors and DMC having been obtained (including, where applicable, (aa) resolutions by the shareholders of DMC approving the acquisition of 8VIC Global Shares from the Vendors, the issuance of the Consideration Shares and waiving their right to receive a general offer for their Shares in DMC from the Vendors and parties acting in concert with them and (bb) a resolution by the shareholders of the Company approving the disposal of the Company’s Shares in 8VIC Global);

• (iii) the obtaining of various confirmations/approvals from the relevant authorities such as ASX and Singapore Securities Industry Council in relation to the Proposed Transaction; and

• (iv) such other usual and customary conditions precedent for transactions of this nature.

• (c) Warranties/Representations

Each party to the Transaction Documents provides warranties/representations to the other parties which are standard in agreements of this nature.

• (d) Governing Law

The Transaction Documents are to be governed by the laws of Singapore.

3.6 Rationale for the Proposed Transaction

The Board is of the view that it is in the best interest of the Company to undertake the Proposed Transaction for the following reasons:

• (a) The Company believes that the Proposed Transaction would present an opportunity for 8VIC Global to synergize with the businesses of DMC. Currently, 8VIC Global is engaged in the running of finance-related seminars and conferences and provides significant revenue and profits for the Company. At the same time, the greater part of

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DMC’s business revenue is derived from one of its wholly-owned subsidiaries which offers the marketing and provision of similar and synergistic seminars and conferences. The effecting of the Proposed Transaction will capitalize on and strengthen the business fundamentals of 8VIC Global and will add significant value and growth potential to both 8VIC Global and DMC;

• (b) The Proposed Transaction will allow the Company to acquire a business with healthy revenue and high cash balance; and

• (c) The Proposed Transaction is likely to raise the profile of the Company and generate more investor interest in the Company.

3.7 Effect of the Proposed Transaction on the Company

Immediately following the completion of the Proposed Transaction, DMC will own 100% of the ordinary shares in 8VIC Global and the Company’s interest in DMC will increase from 10.8% to a controlling interest of 69.7%. Accordingly, 8VIC Global together with its subsidiaries will become the wholly owned subsidiaries of DMC and the Company will become the holding company of DMC. The Company, via DMC and its subsidiaries, will have increased its cash and cash equivalent by S$11.1 million.

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 Proposed Transaction, as if it had occurred on 31 March 2017.

As a result of the Proposed Transaction, the effective shareholding interests of the Company in 8VIC Global and its subsidiaries will be diluted.

3.8 Advantages of the Proposed Transaction

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 1:

• (a) effecting the Proposed Transaction will allow the Company to increase its interest in DMC from 10.81% to 69.74%, making DMC a subsidiary of the Company;

• (b) the Company, via DMC, will increase its cash on hand by S$11,100,000;

• (c) the Company, via DMC, will increase its net assets by S$11,000,000; and

• (d) the business fundamentals in the education segment of the Company will be strengthened due to:

• (i) synergistic collaboration of finance related seminars and conferences;

• (ii) lead generation of participants for 8VIC by the events and digital marketing segment of DMC;

• (iii) cross leverage of leads of participants into programmes.

3.9 Disadvantages of the Proposed Transaction

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 1:

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• (a) the Company will no longer retain a direct interest in 8VIC Global;

• (b) the Company's interest in 8VIC Global will decrease from the current direct interest of 95% in 8VIC Global to an indirect interest of 69.74% in 8VIC Global; and

• (c) there is no guarantee that DMC’s shares will appreciate in value. As with any investment in shares, DMC’s shares are a speculative investment.

3.10

Implications If the Proposed Transaction Does Not Proceed

In the event that Resolution 1 is not passed and/or the Company does not proceed with the Proposed Transaction, it will, amongst other things, continue to focus on its core business sectors of:

• (a) public markets investment;

• (b) private markets investment; and

• (c) financial education.

3.11 Audited Financial Statements and Pro-Forma Statement of Financial Position

A copy of the Company's audited financial statements for the financial year ending 30 March 2017 is contained in the Company’s annual report announced to ASX on 5 June 2017.

A copy of the DMC's audited financial statements for the financial year ending 30 March 2017 is contained in DMC’s annual report announced to ASX on 30 June 2017.

A copy of the Company’s pro-forma statement of financial position, demonstrating the effects of the Proposed Transaction, is set out at Schedule 2.

3.12 DMC’s Share Price Information

DMC's closing share price on 6 October 2017, being the last trading day prior to the announcement of the issuance of Shares was A$0.035. The closing share price on 3 November 2017, being the last trading day prior to the finalisation of the Explanatory Memorandum was A$0.04.

Trading in the DMC's Shares is currently illiquid.

3.13 Future Activities and Direction Post Completion of the Proposed Transaction

After completion of the Proposed Transaction, the Company will, amongst other things:

• (a) appoint Ms. Pauline Teo Puay Lin, the director and Chief Executive Officer of 8VIC Global, as an executive director of DMC; and

• (b) continue to focus on its existing core business sectors in public markets and private markets investment.

3.14

Directors' recommendation

Clive Tan Che Koon, being both a director of the Company and a director of DMC, has recused himself from making a recommendation for or against the Proposed Transaction.

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Save for Clive Tan Che Koon, the other Directors ( Other Directors ), having considered the potential advantages and disadvantages of the Proposed Transaction, are of the view that the Proposed Transaction is in the best interests of the Company and its Shareholders.

The Other Directors unanimously recommend that the non-associated Shareholders should vote in favour of Resolution 1. All Other Directors intend to vote all the Shares that they control in favour of Resolution 1.

Other than as set out elsewhere in this Explanatory Memorandum, no Director has an interest or will participate in the Proposed Transaction.

3.15 Other Material Information

There is no other information material to the making of a decision by a Shareholder whether or not to approve Resolution 1 (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.

3.16 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.

4. Resolution 2 – Approval of Employee Share Plan

4.1 General

The Company considers that it is desirable to maintain an incentive securities plan pursuant to which the Company can issue shares to eligible Directors, employees and consultants in order to attract, motivate and retain such persons and to provide them with an incentive to deliver growth and value to all Shareholders.

Accordingly, Resolution 2 seeks approval for the adoption of the employee share plan titled '8IH Employee Share Plan' ( Plan ) in accordance with Listing Rule 7.2 (Exception 9(b)) and section 161 of the Companies Act.

Under the Plan, the Board may offer to eligible persons securities in the Company or the opportunity to subscribe for such number of securities in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is set out at Schedule 3.

In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

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4.2 Application of 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.

4.3 Listing Rule 7.2, Exception 9(b)

Listing Rule 7.2, Exception 9(b) provides an exception to Listing Rule 7.1 by which Equity Securities issued under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12-month period.

No Equity Securities have been issued under the current Plan as it is a new employee incentive scheme and have not previously been approved by shareholders.

Prior Shareholder approval will be required under Listing Rule 10.14 before any Director or related party of the Company can participate in the Plan.

4.4 Board recommendation

Resolution 2 is an ordinary resolution.

The Chairperson will cast all available proxies in favour of Resolution 2.

A voting exclusion statement is included in the Notice for Resolution 2.

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Schedule 1 – Definitions and Interpretation

1. Definitions

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

8VIC Global has the meaning given to that term in Section 3.1.

A$ means Australian dollars.

AEDT means Australian eastern daylight time.

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

ASX Listing Rules means the Listing Rules of ASX.

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

Board means the board of Directors from time to time.

CDI , in relation to a corporation listed on the ASX, means CHESS Depository Interests issued by CDN, where each CDI represents a beneficial interest in one Share in that corporation.

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 3.5(a).

Corporations Act means the Corporations Act 2001 (Cth)

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

DMC has the meaning given to that term in Section 3.1.

Explanatory Memorandum means this explanatory memorandum accompanying this Notice of Meeting.

Listing Rules means the official listing rules of the ASX.

Meeting means the general meeting of the Company to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Wednesday, 22 November 2017 at 9am (SST).

MIP means Millionaire Investor Program.

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Notice or Notice of Meeting means this notice of meeting including the Resolutions, Explanatory Statement and the Proxy Form

Option means an option to acquire a Share.

Option Agreement has the meaning given to that term in Section 3.1.

Other Directors has the meaning given to that term in Section 3.14.

Proposed Transaction has the meaning given to that term in Section 3.1.

Proxy Form means the proxy form accompanying the Notice.

REITS means Real Estate Investment Trusts Program.

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

S$ means Singapore dollars.

Schedule means a schedule to the Notice.

Scheme means the employee share plan the subject of Resolution 2 and as summarised in Schedule 3.

Section means a section of this Explanatory Memorandum.

Share , in relation to a corporation, means a fully paid ordinary share in the capital of that corporation or a CDI, as applicable, in that corporation.

Shareholder , in relation to the Company, 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.

Share Acquisition Agreement has the meaning given to that term in Section 3.1.

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

Transaction Documents has the meaning given to that term in Section 3.1.

Vendors has the meaning given to that term in Section 3.5(a).

VIB means Value Investing Bootcamp.

VIS means Value Investing Summit.

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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 acquisition of DMC pursuant to the Proposed Transaction and assumes completion of certain other pro forma transactions as if they had occurred on 31 March 2017.

ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepaid operating expenses Investment securities Non-current Assets Plant and equipment Intangible assets Investment in associate Investment securities Other receivables Other investment Total Assets LIABILITIES Current Liabilities Trade and other payables Hire purchase Income tax payable Unearned revenue Non-current Liabilities Hire purchase Deferred tax liabilities Unearned revenue Provision for reinstatement costs 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 Pro Forma Consolidated (Audited) (unaudited) (unaudited) 31.3.2017 Share Swap 31.3.2017 S$ S$ S$ 12,562,376 11,113,270 23,675,646 10,681,560 1,515,067 12,196,627 - 149,617 149,617 26,356,434 - 26,356,434
	49,600,370 12,777,954 62,378,324
	910,601 451,195 1,361,796 3,459,119 2,077,000 5,536,119 1,425,911 - 1,425,911 13,025,188 (8,921,380) 4,103,808 148,667 600,285 748,952 -100,000 100,000
	18,969,486 (5,692,900) 13,276,586
	68,569,856 7,085,054 75,654,910
	2,782,540 1,589,611 4,372,151 50,180 - 50,180 248,980 43,781 292,761 3,157,151 1,005,595 4,162,746
	6,238,851 2,638,987 8,877,838
	92,040 - 92,040 5,344 91,906 97,250 538,295 - 538,295 - 65,000 65,000
	635,679 156,906 792,585
	6,874,530 2,795,893 9,670,423
	61,695,326 4,289,161 65,984,487
	34,422,910 - 34,422,910 (720,786) 1,003,551 282,765 26,227,725 (952,683) 25,275,042
	59,929,849 50,868 59,980,717 1,765,477 4,238,293 6,003,770
	61,695,326 4,289,161 65,984,487

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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 Intangible assets Investment in associate Investment securities Other receivables Other investment Total Assets LIABILITIES Current Liabilities Trade and other payables Hire purchase Income tax payable Unearned revenue Non-current Liabilities Hire purchase Deferred tax liabilities Unearned revenue Provision for reinstatement costs 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 Pro Forma Consolidated (Audited) (unaudited) (unaudited) 31.3.2017 Share Swap 31.3.2017 A$ A$ A$ 11,759,221 10,402,761 22,161,982 9,998,652 1,418,204 11,416,856 - 140,052 140,052 24,671,379 - 24,671,379
	46,429,252 11,961,017 58,390,269
	852,383 422,349 1,274,732 3,237,966 1,944,210 5,182,176 1,334,748 - 1,334,748 12,192,444 (8,351,007) 3,841,437 139,162 561,907 701,069 - 93,607 93,607
	17,756,703 (5,328,934) 12,427,769
	64,185,955 6,632,083 70,818,038
	2,604,643 1,487,982 4,092,625 46,972 - 46,972 233,062 40,982 274,044 2,955,304 941,304 3,896,608
	5,839,981 2,470,268 8,310,249
	86,155 - 86,155 5,002 86,030 91,032 503,880 - 503,880 - 60,844 60,844
	595,037 146,874 741,911
	6,435,018 2,617,142 9,052,160
	57,750,937 4,014,941 61,765,878
	32,222,138 - 32,222,138 (674,704) 939,391 264,687 24,550,899 (891,775) 23,659,124
	56,098,333 47,616 56,145,949 1,652,604 3,967,325 5,619,929
	57,750,937 4,014,941 61,765,878

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 acquisition of DMC.

Under the scenario above, the 31 March 2017 audited Statement of Financial Position of the Company has been adjusted to reflect the impact of the following proposed transactions which have taken place subsequent to 31 March 2017:

• (a) intangible asset and goodwill arising on consolidation of S$2.1 million (A$1.9 million);

• (b) acquisition of DMC net assets amounting to S$13.2 million (A$12.4 million);

• (c) an applied exchange rate of A$1.0000 to S$1.0683 (extracted from Monetary Authority Singapore as at 31 March 2017).

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Schedule 3 – Summary of Employee Securities Incentive Plan

The Company has established an employee securities incentive plan ( Plan ).

The full terms of the Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Plan is set out below.

1. Definitions

Eligible Participant means a person that is at least 18 years old who is not an undischarged bankrupt and is an employee or director (whether executive or nonexecutive) of a member of the Group, or is otherwise a person that has been determined by the Board to be eligible to participate in the Plan from time to time.

Convertible Security means a Security exercisable for Plan Share(s) in accordance with the terms and conditions of the Plan, including an Option or performance right.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

Participant means an Eligible Participant who has been granted any Security under

the Plan.

Plan Share means all Shares issued or transferred to a Participant under the Plan, including upon the valid exercise of a Convertible Security.

Security means a security in the capital of the Company granted under the Plan, including a Plan Share, Option, performance right or other Convertible Security.

2.

Purpose

The purpose of the Plan is to:

• (a) assist in the reward, retention and motivation of Eligible Participants;

• (b) link the reward of Eligible Participants to Shareholder value creation; and

• (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4.

Eligibility, invitation and application

• (a) The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

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• (b) On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

• (c) If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5. Issue Price

Each Plan Share issued or transferred pursuant to an Offer must be issued or transferred, as the case may be, by the Company at an Issue Price to be determined by the Board, provided that the Issue Price is not less than a 50% discount to the market price of the Company's shares, being the weighted average sale price of ordinary shares sold through the ASX on the 5 trading days prior to the proposed date of Offer.

6. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

7. Terms of Convertible Securities

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

8. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

9. Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for

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the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

10. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

11. Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

12. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

13. Rights attaching to Plan Shares

All Plan Shares will rank pari passu in all respects with the Shares of the same class and will trade on the ASX in the form of CDIs. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

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14. Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

15. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

16. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

17. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

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18. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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

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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 9:00am SST (12:00am AEDT) on Monday 20 November 2017.

:	TO	VOTE ONLINE	BY SMARTPHONE
STEP	1:	VISIThttps://www.votingonline.com.au/8iholdingsgm2017
STEP	2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP	3:	Enter your Voting Access Code (VAC):
.			Scan QR Code using smartphone
			QR Reader App

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 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 9:00am SST (12:00am AEDT) on Monday 20 November 2017. Any form received after that time will not be valid for the scheduled meeting.

Forms may be lodged:

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.

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

: Online https://www.votingonline.com.au/8iholdingsg m2017

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 General Meeting of 8I Holdings Limited (Company) to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Wednesday, 22 November 2017 at 9:00am SST (12:00am AEDT) 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*

Resolution 1 Disposal of Shares in 8VIC Global Pte Limited for the Acquisition of Shares in Digimatic Group Ltd Resolution 2 Approval of Employee Share Plan

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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