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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 Thursday, 27 July 2017 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 Thursday, 27 July 2017 at 3pm (SST) 5.00pm (AEST) ( 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 Tuesday, 25 July 2017 at 3pm (SST).

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

AGENDA

1. Annual Financial Statements

To consider the Annual Financial Statements of the Company and its controlled entities for the year ended 31 March 2017, which includes the Financial Statements, the Directors' Statement 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$0.0025 per Share for the financial year ended 31 March 2017 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 and 89 of the Articles and for all other purposes, Chee Kuan Tat, Ken, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

4. Resolution 3 – 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."

5. Resolution 4 – 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 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 2018 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.

6. Resolution 5 – 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:

"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."

7. Resolution 6 – Approval of the Selective Share Buy-Back from Clear A2Z

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

"That, in accordance with sections 76B and 76D of the Companies Act and for all other purposes, an agreement between the Company, 8 Business, Clear A2Z and Lim Ming Shen pursuant to which the Company buys back 7 million Shares, by way of a selective off-market acquisition, in return for the transfer of the Hemus Shares on the material terms set out in the Explanatory Memorandum accompanying this Notice, be authorised and approved, and that the expiry date for such authorisation and approval be 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."

Voting Exclusion

The Company will disregard any votes cast on this resolution by any party to the Transaction from whom the Shares are proposed to be purchased or acquired or such party’s associated persons (being Clear A2Z and/or any of its associates).

However, the Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. Resolution 7 – 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;

“ Maximum Percentage ” means the number of issued Shares representing one and a half percent (1.5%) 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.”

9. Resolution 8 – Approval to Amend Hidden Champions Fund Investment Management Agreement

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

"That, pursuant to and in accordance with the Investment Management Agreement and for all other purposes, the Investment Management Agreement is amended to include the Company’s wholly owned subsidiary, 8 Capital Pte Ltd, as a co-investment manager, and otherwise on the terms set out in the Explanatory Memorandum.”

BY ORDER OF THE BOARD

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Ken Chee Executive Chairman Dated: 30 June 2017

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 Thursday, 27 July 2017 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 Statements Section 4 Resolution 1 – Approval of Dividend Section 5 Resolution 2 – Election of Chee Kuan Tat, Ken as Director Section 6 Resolution 3 – Approval of Appointment of Auditor Section 7 Resolution 4 – Approval of Directors' Fees Section 8 Resolution 5 – Approval to Issue Shares and Instruments Section 9 Resolution 6 – Approval of the Selective Share Buy-Back from Clear A2Z Section 10 Resolution 7 – Approval of On-Market Share Buy-Back Mandate Section 11 Resolution 8 – Approval to Amend Hidden Champions Fund Investment Management Agreement Schedule 1: Definitions and Interpretation Schedule 2: Pro Forma Consolidated Balance Sheet Schedule 3: Summary of proposed amended Investment Management Agreement

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 Tuesday, 25 July 2017.

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.

3. Annual Financial Statements

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

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

(a) discuss the Annual Financial Statements which is available online at http://8iholdings.com/;
(b) ask questions about, or comment on, the management of the Company; and
(c) 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$0.0025 per Share for the financial year ended 31 March 2017.

If Resolution 1 is approved, the record date for determining the entitlement of Shareholders to the dividend will be 14 August 2017, 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. Resolution 2 – Election of Chee Kuan Tat, Ken as Director

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 89 provides that a retiring director 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.

Mr Chee Kuan Tat, Ken, being eligible, will seek election or re-election as a Director.

The biographical details for Mr Chee are as follows:

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

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

Ken 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.

Resolution 2 is an ordinary resolution.

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

6. Resolution 3 – Approval of appointment of auditor

The current 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 3 therefore seeks to appoint PricewaterhouseCoopers LLP as auditors of the Company until the conclusion of the next annual general meeting of the Company.

Resolution 3 is an ordinary resolution.

The Board supports the appointment of PricewaterhouseCoopers LLP as auditors of the Company and recommends that Shareholders vote in favour of Resolution 3.

7. Resolution 4 – 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.

Resolution 4 therefore seeks approval for the proposed maximum aggregate non-executive Directors' fees of S$200,000 for the financial year ending 31 March 2018. This amount is the same as the aggregate Director’s fees approved for the financial year ended 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 4 is an ordinary resolution.

A voting exclusion statement is included in the Notice for Resolution 4.

8. Resolution 5 – 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 5 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 5 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 5 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;
(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 5 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 5.

9. Resolution 6 – Approval of the Selective Share Buy-Back from Clear A2Z

9.1 Background

The purpose of Resolution 6 is to seek the approval of Shareholders required under the Companies Act for the agreement in relation to the selective buy-back by the Company from Clear A2Z of 7,000,000 Shares ( Buy-Back Shares ) in return for the disposal of the Company’s interest in Hemus Pacific ( Transaction ).

The reasons for the Transaction are set out below.

9.2 History

The Company is incorporated in, and registered under the laws of, Singapore. The Company principally engages in investment in listed securities, investment in private companies and financial education.

On 30 January 2015, 8 Business acquired 51% (being 51,000 ordinary shares) of the ordinary share capital of Hemus Pacific for S$2,448,000 from its two founders, Mr Lim Ming Shen and Ms Seah Sok Hong. Hemus Pacific is a successful property and events management business that has been operating in Singapore since 2005, with audited FY2016 revenue and net profit in excess of S$5,200,000 and S$700,000 respectively. Subsequent to the acquisition, Lim Ming Shen, owning 24.5% (being 24,500 ordinary shares) of the ordinary share capital of Hemus Pacific, has continued to manage the day to day operation of the business of Hemus Pacific.

9.3 Proposed buy-back of Shares from Clear A2Z and disposal of Hemus Shares

On 19 May 2017, the Company and 8 Business entered into a share swap and buy-back agreement with Lim Ming Shen and Clear A2Z, an investment holding company owned by Lim Ming Shen, for the disposal of the Company’s interest in 51,000 ordinary fully paid shares in Hemus Pacific being 51% of all the ordinary share capital of Hemus Pacific held by 8 Business ( Hemus Shares ), in consideration for the selective buy-back of the Buy-Back Shares. The key terms of the proposed Transaction are set out in Section 9.5 below.

The proposed Transaction involving the selective buy-back of the Buy-Back Shares is subject to the approval of not less than three-fourth of such shareholders of the Company as, being entitled to do so, vote in person or by proxy present at the General Meeting, by way of special resolution. The transfer of the Buy-Back Shares and Hemus Shares is targeted to be completed on or before 31 July 2017.

In view of the refinement of the Company’s strategies and management of capital allocation, the proposed Transaction is aimed at share value accretion for the Company and its shareholders, providing the Company with the opportunity to hold Buy-Back Shares in treasury to explore and consider other investment opportunities.

The Transaction is also in line with the Company’s new segment reporting model announced on 9 November 2016, in which the property and event management businesses were excluded from key segments with the Company’s diversification from commercial property and event management investments. Hence, the disposal of Hemus Pacific is in line with Company’s strategy for capital management.

Upon approval and completion of the proposed Transaction, the Company will recognize a consolidated book gain of approximately S$700,000, subject to the market price of the Shares as at completion date. The proposed Transaction also enables Hemus Pacific to undertake capital intensive growth for its business in the region, independent of the Company.

The purpose of the Meeting is to obtain approval for the proposed Transaction and to meet the various requirements under the Companies Act to enable the Company to buy-back the Buy-Back Shares and to transfer the Hemus Shares to Lim Ming Shen and/or his nominee.

9.4 Companies Act requirements

Section 76D of the Companies Act provides that a company may purchase or otherwise acquire its own shares if the purchase or acquisition is made in accordance with an agreement authorised in advance by special resolution, with no votes being cast by any person whose shares are proposed to be purchased or acquired or by his associated persons.

Section 76D of the Companies Act sets out the procedure for a selective buy-back of shares and requires that the terms of an agreement for a selective buy-back be approved. A summary of the terms of the proposed Transaction is set out below in Section 9.5. In addition, and in accordance with section 76D(7) of the Companies Act, a copy of the agreement or a written memorandum of its terms will be available for inspection by members of the Company both:

(a) at the Company’s registered office for not less than 15 days ending with the date of the Meeting; and
(b)
at the Meeting itself.

Section 76B(5) of the Companies Act provides that ordinary shares that are purchased or acquired by a company pursuant to section 76D shall, unless held in treasury, be deemed to be cancelled immediately on purchase or acquisition. The Company confirms it will hold the Buy-Back Shares in treasury.

If Resolution 6 is approved, the authority will expire on 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.

The buy-back will be funded through the transfer of the Hemus Shares. The impact of the buy-back on the Company’s financial position is detailed in the following paragraphs of this Section 9 and Schedule 2.

The information required under the Companies Act is set out in this Section 9. This information should be read together with the prior disclosures by the Company to ASX.

9.5 Terms of the proposed Transaction for Shareholder approval

A summary of the material terms of the proposed Transaction is set out below:

(a) ( Sale and buy-back ): Clear A2Z agrees to transfer, and the Company agrees to accept, the BuyBack Shares free from all encumbrances in exchange for the Company transferring the Hemus Shares to Lim Ming Shen and/or his nominee;
(b) ( Conditions Precedent ): Completion is conditional on various conditions precedent including:
(i) the Company obtaining requisite regulatory approvals;
(ii) Shareholders approving the selective buy-back of the Buy-Back Shares and the disposal of the Hemus Shares in accordance with the Companies Act; and
(iii) all other approvals, consents and requirements being obtained or fulfilled in order for completion to be effected.
(c) ( Completion ): One business day after the date that the Meeting is held or such other date as may be agreed in writing by the parties involved in the Transaction.

9.6 Advantages and disadvantages of the Transaction

The Directors consider that the advantages of the Transaction include the following:

a) the Company will be free to use the Buy-Back Shares held in treasury to seek other investment opportunities;
b) the Company will recognize a consolidated book gain of approximately S$700,000, subject to the market price of the Shares as at completion date; and
c) on completion of the Transaction, the voting power of all Shareholders will increase proportionately as there will be a lesser number of Shares on issue (excluding Shares held in treasury).

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

a) the selective buy-back may result in reducing the liquidity in the Shares floated on ASX due to a smaller number of Shares floated on ASX for trading; and

b) the Company will no longer consolidate the results, assets and liabilities of Hemus Pacific. As Hemus Pacific does not forecast any profit in the next 12 months, the non-consolidation of the results of Hemus Pacific will not have any material impact to the consolidated net profit of the Company.

9.7 Change in capital structure

The overall effect of the selective buy-back of the Buy-Back Shares pursuant to the Transaction on the number of Shares (trading on the ASX in the form of CDIs) is outlined in the table below:

Event	Number of Shares
Shares on issue as at the date of the Notice	361,978,585
Buy-Back Shares subject to buy-back and being held in treasury (Treasury Shares)	(7,000,000)
Shares on issue at completion of Transaction	354,978,585

9.8 Effect of the Transaction on the control of the Company

The Buy-Back Shares represent 1.93% of the Shares on issue in the Company as at the date of the Explanatory Memorandum. The effect of the Transaction on the shareholding percentages of the Shareholders is as set out in the table below:

Shareholder	Immediately before selective buy-back	Immediately before selective buy-back	After selective buy-back	After selective buy-back
	Number of Shares	% of total Shares	Number of Shares	% of total Shares
Clear A2Z	11,000,000	3.04%	4,000,000	1.13%
Other Shareholders	350,978,585	96.96%	350,978,585	98.87%
TOTAL (excluding Treasury Shares)	361,978,585	100.00%	354,978,585	100.00%

9.9 Audited financial statements and pro-forma statement of financial position

A copy of the Company's audited financial statements for the financial year ending 31 March 2017 is contained in the Company’s financial report announced to ASX on 31 May 2017.

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

9.10 Share price information

The Company's closing share price on 18 May 2017, being the last trading day prior to the announcement of the proposed Transaction was A$0.45. The closing share price on 29 June 2017, being the last trading day prior to the finalisation of the Explanatory Memorandum, was A$0.45.

9.11 Effect on control of the Company

It is not expected that there will be any effect on control of the Company following completion of the Transaction.

9.12 Directors' recommendation

The Directors, having considered the potential advantages and disadvantages of the Transaction, are of the view that the Transaction is in the best interests of the Company and its Shareholders.

The Directors unanimously recommend that the non-associated Shareholders should vote in favour of Resolution 6. All Directors intend to vote all the Shares that they control in favour of Resolution 6.

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

9.13 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 6.

9.14 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 7 – Approval of On-Market Share Buy-Back Mandate

10.1 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 5,324,679 Shares (being up to a maximum of 1.5% of the total number of Shares on issue, excluding the Treasury Shares mentioned in Resolution 6) 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.

10.2 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 31 May 2017, the Company reported consolidated cash and cash equivalents of S$12,562,376 in its financial year ended 31 March 2017.

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.

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.

10.3 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:

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

10.4 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).
(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:

10.4.1 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.

10.4.2 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 7, the effect of TC Rule 14 and TC Appendix 2 are as follows:

10.4.2.1 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.
10.4.2.2 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 29 June 2017 (“ 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 1.5% of its issued Shares (excluding the Treasury Shares mentioned in Resolution 6) 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 7 seeks approval of the Shareholders for the proposed Share buy-back mandate.

Resolution 7 will be approved if more than 50% of votes cast at the Meeting on the Resolution are in favour of the Resolution.

10.5 Number of Shares subject to buy-back

As at 29 June 2017, the Company has 354,978,585 Shares on issue (excluding the Treasury Shares mentioned in Resolution 6) and seeks to buy-back up to 5,324,679 Shares, representing 1.5% of the total issued share capital (excluding the Treasury Shares mentioned in Resolution 6) as at the date of this notice. If the buy-back is fully completed, the Company will have 349,653,906 Shares on issue (excluding the Treasury Shares mentioned in Resolution 6).

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.

10.6 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.

10.7 Timing

If Resolution 7 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 7.

10.8 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 2017, the Company had consolidated net assets of S$61,695,326, including S$12,562,376 of consolidated 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.

10.9 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.

10.10 Tax implications

Approval of Resolution 7 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.

10.11 Directors' holdings

The Directors have the following interests in the Company after the completion of the selective share buy-back as mentioned in Resolution 6:

Name	Number of Shares Held	Voting Interest
Ken Chee Kuan Tat	108,350,2411	30.523%
Clive Tan Che Koon	87,083,2412	24.532%
Yiowmin Chay	-	-
Charles Mac	-	-

The following table shows the relevant voting interest that each Director would have if the Company completed the selective share buy-back as mentioned in Resolution 6 and bought back all 1.5% 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	30.988%3
Clive Tan Che Koon	24.906%4

1 Mr. Chee holds 86,358,500 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 21,991,741 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 21,991,741 Shares.

3 Refer to footnote 1.

4 Refer to footnote 2.

The Directors may participate in the buy-back program.

10.12 Directors' recommendation

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

10.13 No other material information

11. Resolution 8 – Approval to Amend Hidden Champions Fund Investment Management Agreement

11.1 Background

On 5 October 2016 the Company announced the acquisition of 100% of the management shares of the Hidden Champions Fund ( HCF ), together with the appointment of IIFL Asset Management (Mauritius) Ltd ( IIFLAM ) as investment manager of the HCF pursuant to an investment management agreement ( Investment Management Agreement ). IIFLAM is unrelated to the Company.

A summary of the Investment Management Agreement was set out as an annexure to the 5 October 2016 announcement.

On 26 April 2017 the Company announced that 8 Capital Pte Ltd, a wholly owned subsidiary of the Company ( 8 Capital ), obtained approval from the Monetary Authority of Singapore to operate as a registered fund management company ( RFMC ). At that time the Company noted that 8 Capital would be appointed to co-manage the HCF, together with existing manager, IIFLAM.

11.2 Proposed amendments to Investment Management Agreement

The appointment of 8 Capital as co-manager of the HCF requires the Investment Management Agreement to be amended to include 8 Capital as co-manager. In accordance with the Investment Management Agreement, material variations to the Investment Management Agreement require 8IH shareholder approval for so long as the Company remains listed on the ASX. Accordingly, approval is sought to amend the Investment Management Agreement to permit 8 Capital to co-manage the HCF.

A summary of the material terms of the proposed amended Investment Management Agreement is set out in Schedule 3. The Company does not consider any of the proposed changes contentious as the amendments merely operate to provide 8 Capital, a wholly owned subsidiary of the Company, comanagement rights.

Schedule 1 – Definitions and Interpretation

1. Definitions

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

8 Business means 8 Business Pte. Ltd. (Singapore Registration Number 201118089R), a wholly owned subsidiary of the Company.

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 2017.

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

ASIC means the Australian Securities and Investments Commission.

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.

Board means the board of Directors from time to time.

Buy-Back Shares has the meaning ascribed in Section 9.1.

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.

Clear A2Z means Clear A2Z Pte. Ltd. (Singapore Registration Number 201415320G).

Company means 8I Holdings Limited ARBN 601 582 129.

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.

Explanatory Memorandum means this explanatory memorandum.

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

Hemus Pacific means Hemus Pacific Private Limited (Singapore Registration Number 200512640E), a subsidiary of 8 Business

Hemus Shares has the meaning ascribed in Section 9.3.

Meeting means the general meeting of the Company to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233, on Thursday, 27 July 2017 at 3pm (SST).

Notice means this notice of annual general meeting.

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

S$ means Singapore dollars.

Schedule means a schedule to the Notice.

Section means a section of this Explanatory Memorandum.

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.

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

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

Transaction has the meaning ascribed in Section 9.1.

VWAP means volume weighted average market price.

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:

(b) words importing the singular include the plural and vice versa;
(c) words importing a gender include any gender;
(d) other parts of speech and grammatical forms of a word or phrase defined in the Notice or this Explanatory Memorandum have a corresponding meaning;
(e) a term not specifically defined in the Notice or this Explanatory Memorandum has the meaning given to it (if any) in the Companies Act;
(f) 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;
(g) a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
(h) 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

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

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 selective share buy-back from Clear A2Z in return for the disposal of Hemus Pacific 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 Investment securities Non-current assets Plant and equipment Intangible assets Investment in associate companies Available-for-sale financial assets Other receivables Total assets LIABILITIES Current liabilities Trade and other payables Finance lease liabilities Current income tax liabilities Unearned revenue Non-current liabilities Finance lease liabilities Deferred income tax liabilities Unearned revenue Total liabilities NET ASSETS EQUITY Capital and reserves attributable to equity holders of the Company Share capital Other reserves Retained profits Non-controlling interests Total equity	Actual Adjustments Pro Forma Consolidated (Audited) (unaudited) (unaudited) 31.3.2017 Selective Share Buy-Back 31.3.2017 S$ S$ S$ 12,562,376 (975,864) 11,586,512 10,681,560 (827,934) 9,853,626 26,356,434 26,356,434
	49,600,370 (1,803,798) 47,796,572
	910,601 (123,052) 787,549 3,459,119 (1,901,073) 1,558,046 1,425,911 1,425,911 13,025,188 13,025,188 148,667 148,667
	18,969,486 (2,024,125) 16,945,361
	68,569,856 (3,827,923) 64,741,933
	2,782,540 (246,523) 2,536,017 50,180 (17,485) 32,695 248,980 (2,685) 246,295 3,157,151 (142,803) 3,014,348
	6,238,851 (409,496) 5,829,355
	92,040 92,040 5,344 (1,344) 4,000 538,295 538,295
	635,679 (1,344) 634,335
	6,874,530 (410,840) 6,463,690
	61,695,326 (3,417,083) 58,278,243
	34,422,910 (3,365,145) 31,057,765 (720,786) (720,786) 26,227,725 690,907 26,918,632
	59,929,849 (2,674,238) 57,255,111 1,765,477 (742,845) 1,022,632
	61,695,326 (3,417,083) 58,278,243

ASSETS Current assets Cash and cash equivalents Trade and other receivables Investment securities Non-current assets Plant and equipment Intangible assets Investment in associate companies Available-for-sale financial assets Other receivables Total assets LIABILITIES Current liabilities Trade and other payables Finance lease liabilities Current income tax liabilities Unearned revenue Non-current liabilities Finance lease liabilities Deferred income tax liabilities Unearned revenue Total liabilities NET ASSETS EQUITY Capital and reserves attributable to equity holders of the Company Share capital Other reserves Retained profits Non-controlling interests Total equity	Actual Adjustments Pro Forma Consolidated (Audited) (unaudited) (unaudited) 31.3.2017 Selective Share Buy-Back 31.3.2017 A$ A$ A$ 11,759,221 (913,474) 10,845,747 9,998,652 (775,001) 9,223,651 24,671,379 24,671,379
	46,429,252 (1,688,475) 44,740,777
	852,383 (115,185) 737,198 3,237,966 (1,779,531) 1,458,435 1,334,748 1,334,748 12,192,444 12,192,444 139,162 139,162
	17,756,703 (1,894,716) 15,861,987
	64,185,955 (3,583,191) 60,602,764
	2,604,643 (230,762) 2,373,881 46,972 (16,367) 30,605 233,062 (2,513) 230,549 2,955,304 (133,673) 2,821,631
	5,839,981 (383,315) 5,456,666
	86,156 86,156 5,002 (1,258) 3,744 503,880 503,880
	595,038 (1,258) 593,780
	6,435,019 (384,573) 6,050,446
	57,750,936 (3,198,618) 54,552,318
	32,222,138 (3,150,000) 29,072,138 (674,704) (674,704) 24,550,899 646,735 25,197,634
	56,098,333 (2,503,265) 53,595,068 1,652,603 (695,353) 957,250
	57,750,936 (3,198,618) 54,552,318

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 selective share buy-back from Clear A2Z in return for the disposal of Hemus Pacific.

Under each of the scenarios 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 or transactions which have taken place subsequent to 31 March 2017:

(a) selective share buy-back amounting to S$3,365,145 (A$3,150,000);
(b) gain in disposal of Hemus Pacific of S$690,907 (A$646,735);
(c) reduction in goodwill arising on consolidation of S$1,901,073 (A$1,779,531);
(d) disposal of Hemus Pacific’s net assets amounting to S$1,516,010 (A$1,419,086);
(e) reduction in non-controlling interests amounting to S$742,845 (A$695,352); and
(f) an applied exchange rate of A$1.0000 to S$1.0683 (extracted from Monetary Authority Singapore as at 31 March 2017).

Schedule 3 – Summary of proposed amended Investment Management Agreement

Services

8 Capital and IIFL shall act as joint investment managers ( Investment Managers ) and provide the Hidden Champions Fund ( HCF or Fund ) with investment management services with IIFL focusing on Indian markets and 8 Capital responsible for all other markets.

The Investment Managers shall inter alia provide the Fund with the following services:

(a) evaluating current economic conditions for their respective geographical area of responsibility;
(b) evaluating particular prospects in the securities and capital markets;
(c) evaluating specific companies, including valuation of potential investments;
(d) conducting due diligence exercises in relation to potential investments;
(e) formulating exit strategies in respect of any investments made by the Fund and providing necessary assistance in implementation of such exit strategies;
(f) conducting investment research and advice for the assets which is consistent with the Proper Instructions[1] , provisions of the Investment Management Agreement, the Constitution and the investment policies and guidelines adopted and declared by Fund from time to time;
(g) monitoring and assessment of the periodic performance of investments and attendant risks, taking all necessary action and measures including, divestiture, restructuring, recovery and collection;
(h) such other services as may be directed by the Fund from time to time.

Decisions are to be made by the Investment Managers jointly. If there is any dispute or disagreement, the Fund’s board of directors will make a final determination and provide Proper Instructions for the board’s determination to be carried out.

1 means instructions received from the Board of the Fund.

Term and Termination

The appointment of the Investment Managers shall be for an initial term of five (5) years commencing on the date the Management Agreement was initially executed following the acquisition of the management shares of the HCF by 8IH in October 2016 ( Initial Term ).

After the expiry of the Initial Term, the Term shall renew for a further period of five (5) years ( Second Term ) if the following conditions are satisfied:

(a) the Fund shall procure that 8IH shareholders, in general meeting, approve such a renewal by ordinary resolution;
(b) the Investment Managers are not in breach of the Management Agreement; and
(c) the Investment Managers have not in the reasonable opinion of the Fund's Board of Directors materially breached the Management Agreement during the Initial Term.

The Management Agreement may be terminated immediately by the Fund if at any time during the Term:

(a) an Investment Manager or any of its directors or officers are found guilty of grave misconduct in relation to the affairs of the Fund;
(b) an Investment Manager’s licence is suspended or cancelled at any time for any reason;
(c) an Investment Manager commits a fundamental default or breach of its obligations under the Investment Management Agreement or is in breach of any conditions of its licence and such default or breach is not remedied within thirty (30) days after the Fund has notified the Investment Managers in writing to remedy that default or breach;
(d) an Investment Manager enters into liquidation (except voluntary liquidation for the purpose of reconstruction);
(e) a receiver or receiver and manager is appointed to the whole or part of the undertaking of an Investment Manager;
(f) an Investment Manager is guilty of any gross default, breach, non-observance or non-performance of any of the terms and conditions contained in the Investment Management Agreement; or
(g) an Investment Manager is not lawfully able to continue to provide services to the Fund pursuant to the terms of the Investment Management Agreement.

The Investment Management Agreement may be terminated immediately by the Investment Managers if at any time during the term:

(a) the Fund fails to make payment of the remuneration in accordance with the Investment Management Agreement and the failure continues for thirty (30) days from the delivery of a written notice by the Investment Managers to the Fund requesting payment;
(b) the Fund enters into liquidation (except voluntary liquidation for the purpose of reconstruction); (c) the Fund is guilty of any gross default, breach, non-observance or non-performance of any of the terms and conditions contained in the Investment Management Agreement;
(d) a receiver or receiver and manager is appointed to the whole or part of the undertakings of the Fund; or
(e) an Investment Manager has given three (3) months prior written notice to the Fund of its intention to terminate.
(f) the Fund is engaged or involved in any unlawful act or is in breach of applicable laws or has otherwise so conducted itself that the Investment Managers or their directors may incur personal criminal or civil liability or may be subject to investigation by any regulatory fiscal or customs authority.

Following the expiration of the Initial Term, the Investment Management Agreement may be terminated by notice where, on the recommendation of the Fund's Board of Directors to 8IH that the agreement be terminated, shareholders of 8IH resolve by ordinary resolution in general meeting to terminate the Investment Management Agreement.

At the conclusion of the Investment Management Agreement the Fund may appoint a new Investment Manager.

Exclusivity

There are no restrictions on the Investment Managers from providing similar services to other entities.

Fees and Consideration

In consideration of the performance of its services to the Fund, the Fund shall pay to IIFL:

(a) A Management Fee (payable monthly)

Series A – 0.7% p.a. of the NAV attributable to Class 1

Series B – 0.7% p.a. of the NAV attributable to Class 1

Management fee is to be calculated weekly in an amount equal to 1/52 of the Management Fee based on the Net Asset Value attributable to the Participating Shares of Class 1 and Class 2 of the Fund on every Valuation Day falling plus the net subscriptions or redemptions during the relevant period to which the Management Fee relates; and

(b) where applicable, all commissions, initial charges on subscriptions or redemption fees which from time to time are paid by the investors of the Fund.

IIFL will no longer be entitled to the Performance Fee (see below).

In consideration of the performance of its services to the Fund, the Fund shall pay to 8 Capital:

(a) A Management Fee (payable monthly)

Series A – 1.3% p.a. of the NAV attributable to Class 1

Series B – 0.9% p.a. of the NAV attributable to Class 1

(c) where applicable, a Performance Fee, calculated in accordance with the disclosure below; and
(d) where applicable, all commissions, initial charges on subscriptions or redemption fees which from time to time are paid by the investors of the Fund.

8 Capital is entitled to receive a performance fee (the “ Performance Fee ”) from the Fund calculated on a share-by-share basis so that the Performance Fee for each Participating Share effectively is proportionate to that Participating Share’s performance. This method of calculation ensures that (a) any Performance Fee paid to 8 Capital is charged only in respect of those Participating Shares which have appreciated in value above the High Water Mark, (b) all Shareholders of the same class or series have the same amount of capital per Participating Share at risk in the Fund, and (c) all Participating Shares in the same class or series have the same Net Asset Value per Participating Share.

A “ Performance Period ” for each Participating Share will be a period commencing on of 1st July 2017 and ending at the close of business on the first to occur 30 June 2018 or the date the Participating Share is redeemed, and thereafter, is each period commencing as of the day following the last day of the preceding Performance Period and ending as of the close of business on the next to occur of each last valuation date of June of each year or the date as decided by the Board of Directors or the date the Participating Share is redeemed.

For each Performance Period, the Performance Fee in respect of each Participating Share in the same class or series will be equal to a percentage of the amount by which the Net Asset Value per Participating Share during that Performance Period exceeds the High Water Mark of the outstanding shares in same class or series, such percentages as set out below ( Relevant HWM Percentage ):

Series A: 20%
Series B: 16%

The “ High Water Mark ” is the greater of NAV calculated on 1 July 2017 and the highest Net Asset Value per Participating Share in respect of which a Performance Fee has last been paid at the end of a previous Performance Period (if any) during which such Participating Share was in issue (after application of the Performance Fee and as adjusted for subscriptions and redemptions, as appropriate).

The Performance Fee in respect of each Performance Period will be calculated by reference to the Net Asset Value attributable to the relevant class or series of Participating Shares before deduction for any accrued Performance Fee.

The Performance Fee will be payable to 8 Capital annually in arrears following each Accounting Date. However, in the case of Participating Shares redeemed during a Performance Period, the accrued Performance Fee in respect of those Participating Shares will be payable as soon as practicable after the relevant Dealing Day.

If the Investment Management Agreement is terminated before 1st July in any year the Performance Fee in respect of the then Performance Period will be calculated and paid as though the date of termination were the end of such Performance Period.

In the event the Investment Management Agreement commences other than at the beginning or terminates other than at the end of a specified payment period, as the case may be, such fees will be pro-rated for such period.

The Investment Managers shall be entitled to and shall be paid the Management Fee notwithstanding any distributions of sale proceeds of any investments of the Fund made during the period of investment.

The Fund shall reimburse the Investment Managers for any expenses reasonably incurred by the Investment Managers.

Amendment

The Investment Management Agreement shall not be varied or cancelled, unless the variation or cancellation is expressly agreed to in writing by a duly authorised person representing each of the Parties, and, at any time 8IH remains listed on the ASX, in the case of any variation to Fees/Consideration or any variation that the ASX deems to be a material variation, is first subject to the prior shareholder approval by ordinary resolution of 8IH shareholders in general meeting.

Powers and Discretions

The Fund grants the Investment Managers joint investment and trading authority with respect to the portfolio and jointly appoints the Investment Managers as the joint agents and attorneys of the Fund with respect to management of the portfolio, subject to the terms and conditions set out in the Agreement and the Constitution.

Subject to the terms of the Agreement, including but not limited to the receipt of Proper Instructions and supervisory powers of the Board of the Fund, the Investment Managers shall have full authority to act on behalf and in the name of the Fund to acquire, hold, sell, redeem or otherwise dispose of investments and assets.

In carrying out their duties and obligations in relation to the management of the portfolio, the Investment Managers shall comply with and be entitled to act on all reasonable Proper Instructions from the Board of the Fund.

The Investment Managers shall not:

(a) engage in any activity in contravention of the Investment Management Agreement, the Constitution, Proper Instructions or applicable law;
(b) acquire any property out of the assets, which subjects the Fund to any unlimited liability or which may have or has the effect of encumbering any of the assets of the Fund in any way, provided however that this shall not restrict the Investment Managers from creating any lien, pledge or encumbrance in relation to or for securing any investments for or on behalf of the Fund; or
(c) issue or publish any information memoranda, periodic, half-yearly or annual financial results without the prior written approval of the Board of Directors of the Fund, and further not include in any such document, any statement or matter extraneous to the Constitution or documents approved by the Fund.

All functions performed by the Investment Managers shall at all times be subject to the direct control and supervision of the Board of Directors, and the Investment Managers shall observe and comply with the Proper Instructions, the resolutions of the Board of Directors of which they have notice and other lawful orders and directions given to them from time to time by the Board of Directors.

The Board of Directors may from time to time:

(a) prohibit the Investment Managers from making any particular investments or classes of investment or from making deposits with any particular entity, or any class of the same or in any particular geographical area;
(b) require the Investment Managers to sell any investment or class of investments or (subject to the availability of funds) to purchase any investment or class of investments or to make deposits with any particular entity;
(c) define the investment policy of the Fund and specify the manner in which the Investment Managers shall give effect to such policy; or
(d) require the Investment Managers to submit for approval by the Board the investment policy which the Investment Managers are implementing or are recommending for implementation by the Fund.

Management of potential conflicts

When the Investment Managers determine that the purchase or sale of an investment is in the best interest of the Fund, as well as its other clients, the Investment Managers, to the extent permitted by applicable law, may aggregate the investments to be sold or purchased for the Fund with those of its other clients in order to obtain a favourable execution and favourable brokerage commissions. In such event, allocation of the investments to be purchased or sold, as well as the expenses incurred in the transactions, will be made by the Investment Managers in a manner they consider equitable and consistent with their obligations to the Fund and to their other clients.

The Investment Managers may, subject to compliance with any applicable law:

(a) buy, hold and deal in any Investments upon its individual account notwithstanding that similar investments may be held by the Fund; and
(b) contract or enter into any contract or financial transaction with any member or with any company or entity, any of whose shares or securities are held by it or for the account of the Fund or from being interested in such contract or financial transaction.

The Fund acknowledges that the Investment Managers or one or more of their affiliates may have investment responsibilities or render investment advice to or perform other investment advisory services

for other individuals or entities and that the Investment Managers, their affiliates or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their respective accounts (“ Affiliated Accounts ”). The Fund agrees that the Investment Managers or such affiliates may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action being taken by the Fund, provided that the Investment Managers act in good faith, and provided further, that it is the Investment Managers’ policy to allocate, within its reasonable discretion, investment opportunities of the Fund over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objectives and policies of the Fund and any applicable law or specific investment restrictions applicable thereto. The Fund acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund may have an interest from time to time, whether in transactions which involve the Fund or otherwise. The Investment Managers shall have no obligation to acquire for the Fund a position in any investment which any Affiliated Account may acquire and the Fund shall have no rights of first refusal, co-investment or other rights in respect of any such investment, either for the Fund or otherwise.

Other material terms

The Investment Managers shall not be liable to the Fund for anything done or omitted to be done in the performance of their duties and obligations under the Investment Management Agreement other than anything done or omitted to be done by reason of negligence, wilful default, bad faith, dishonesty or fraud of the Investment Managers.

The Fund agrees to indemnify and hold harmless the Investment Managers from and against all losses, claims, damages, liabilities, costs, expenses (including, without limitation, legal and accountants fees and disbursements) judgments and amounts paid in settlement (collectively " Losses ") incurred or sustained by the Investment Managers in the performance of their duties and obligations, provided that the Investment Managers shall have provided reasonable documentary evidence of such Losses in so far as such Losses arise out of, relate to or are based upon any breach or violation by the Fund of any representations, warranties or agreements of the Fund or the performance by the Investment Managers of their duties and obligations hereunder except to the extent that such Losses arise by reason of the negligence, wilful default, bad faith, dishonesty or fraud of the Investment Managers.

No provisions of the agreement are triggered by a change in control of 8IH, the Fund or manager.

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 3:00pm SST (5:00pm AEST) on Tuesday 25 July 2017.

:	TO	VOTE ONLINE
STEP	1:	VISITwww.votingonline.com.au/8iholdingsagm2017
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 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 Tuesday, 25 July 2017 . Any form received after that time will not be valid for the scheduled meeting.

Forms may be lodged:

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 www.votingonline.com.au/8iholdingsagm2017

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 (Company) to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Thursday, 27 July 2017 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*
Resolution 1	Approval of Dividend
Resolution 2	Election of Chee Kuan Tat, Ken as Director
Resolution 3	Approval of Appointment of Auditor
Resolution 4	Approval of Directors’ Fees
Resolution 5	Approval to Issue Shares and Instruments
Resolution 6	Approval of the Selective Share Buy-Back from Clear A2Z
Resolution 7	Approval of On-Market Share Buy-Back Mandate
Resolution 8	Approval to Amend Hidden Champions Fund Investment Management Agreement
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	/	/ 2017

AI assistant

8I HOLDINGS LTD — AGM Information 2017

64264_rns_2017-06-29_ee33bdfc-879d-44e7-835b-a6147449455c.pdf

8I HOLDINGS LIMITED ARBN 601 582 129

NOTICE OF ANNUAL GENERAL MEETING

8I HOLDINGS LIMITED

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

NOTICE OF GENERAL MEETING

AGENDA

1. Annual Financial Statements

2. Resolution 1 – Approval of Dividend

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

4. Resolution 3 – Approval of Appointment of Auditor

5. Resolution 4 – Approval of Directors' Fees

Voting Exclusion

6. Resolution 5 – Approval to Issue Shares and Instruments

7. Resolution 6 – Approval of the Selective Share Buy-Back from Clear A2Z

Voting Exclusion

8. Resolution 7 – Approval of On-Market Share Buy-Back Mandate

9. Resolution 8 – Approval to Amend Hidden Champions Fund Investment Management Agreement

BY ORDER OF THE BOARD

8I HOLDINGS LIMITED

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

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 CDIs

3. Annual Financial Statements

4. Resolution 1 – Approval of Dividend

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

6. Resolution 3 – Approval of appointment of auditor

7. Resolution 4 – Approval of Directors' Fees

8. Resolution 5 – Approval to issue Shares and Instruments

9. Resolution 6 – Approval of the Selective Share Buy-Back from Clear A2Z

9.1 Background

9.2 History

9.3

Proposed buy-back of Shares from Clear A2Z and disposal of Hemus Shares

9.4 Companies Act requirements

9.5 Terms of the proposed Transaction for Shareholder approval

9.6 Advantages and disadvantages of the Transaction

9.7

Change in capital structure

9.8 Effect of the Transaction on the control of the Company

9.9 Audited financial statements and pro-forma statement of financial position

9.10 Share price information

9.11

Effect on control of the Company

9.12 Directors' recommendation

9.13 Other Material Information

9.14 Forward Looking Statements

10. Resolution 7 – Approval of On-Market Share Buy-Back Mandate

10.1 General

10.2 Reasons for buy-back

10.3 Advantages and disadvantages of the buy-back

10.4

Regulatory Requirements

“ Authority for market acquisition

10.4.1 Obligation to make a Take-over offer

10.5 Number of Shares subject to buy-back

10.6 Buy-back Price

10.7 Timing

10.8 Financial implications of the buy-back

10.9 Effect on control of the Company

10.10 Tax implications

10.11 Directors' holdings

10.12 Directors' recommendation

10.13 No other material information

11. Resolution 8 – Approval to Amend Hidden Champions Fund Investment Management Agreement

11.1 Background

11.2 Proposed amendments to Investment Management Agreement

Schedule 1 – Definitions and Interpretation

1. Definitions

2. Interpretation

Schedule 2 – Pro Forma Consolidated Balance Sheet

Preparation of the Consolidated Pro Forma Balance Sheet

Schedule 3 – Summary of proposed amended Investment Management Agreement

Services

Term and Termination

Exclusivity

8I HOLDINGS LTD AGM Information 2017