8I HOLDINGS LTD — AGM Information 2018

Aug 30, 2018

==> picture [72 x 65] intentionally omitted <==

8I HOLDINGS LIMITED ABRN 601 582 129

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of the Company will be held at 47 Scotts Road, #0303/04, Singapore 228233 on Tuesday, 25 September 2018 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 (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 annual general meeting of shareholders of 8I HOLDINGS LIMITED ( Company ) will be held at 47 Scotts Road, #03-03/04, Singapore 228233 on Tuesday, 25 September 2018 at 3pm SST( Meeting ).

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

The Directors have determined that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 23 September 2018 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 2018, which includes the Financial Statements, the Directors' Statement and the Auditor's Report.

2. Resolution 1 – Re-Election of Chay Yiowmin as a 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 Constitution of the Company, Listing Rule 14.5 and for all other purposes, Chay Yiowmin, Director, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

– 3. Resolution 2 Approval of Appointment of Auditor

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 205(2) of the Companies Act and for all other purposes, Kong, Lim & Partners 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 their remuneration."

4. Resolution 3 – 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 non-executive Directo rs’ fees of up to S$ 200,000 per annum

1

in aggregate for the financial year ending 31 March 2019 on the terms and conditions in the Explanatory Memorandum".

5. Resolution 4 – 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;

• (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) 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."

– 6. Resolution 5 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;

2

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

BY ORDER OF THE BOARD

==> picture [108 x 82] intentionally omitted <==

Ken Chee Executive Chairman Dated: 31 August 2018

3

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 47 Scotts Road, #0303/04, Singapore 228233 on Tuesday, 25 September 2018 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 – Re-Election of Chay Yiowmin as a Director Section 5 Resolution 2 – Approval of Appointment of Auditor Section 6 Resolution 3 – Approval of Directors' Fees Section 7 Resolution 4 – Approval to Issue Shares and Instruments Section 8 Resolution 5 – Approval of On-Market Share Buy-Back Mandate Schedule 1: Definitions and Interpretation

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 Sunday, 23 September 2018.

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

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

4

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 www.8iholdings.com/news-and-resources;

• (b) ask questions about the Annual Financial Statements 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 Chairman 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 – Re-Election of Chay Yiowmin as a Director

Regulation 84 of the Constitution of the Company 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 Regulation 89 provides that a retiring director may offer himself 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 Chay Yiowmin will retire from office and, being eligible, will seek re-election as a Director.

The biographical details for Mr Chay Yiowmin is as follows:

Mr Chay Yiowmin

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

Mr Chay is based in Singapore and was appointed as a non-executive Director of the Company on 22 September 2014.

Mr Chay leads BDO Singapore’s Corporate Finance Department, providing business advisory services in the areas of mergers and acquisitions, corporate restructuring, financial modelling, corporate and financial instruments valuation, financial and operational due diligence, accounting advisory, and litigation support. Mr Chay is also considered a specialist in the field of corporate treasury and financial risk management.

Mr Chay has more than 20 years of public accounting experience in Singapore and the United Kingdom. Prior to joining BDO Singapore in November 2012, Mr Chay worked with various large multinational accounting firms, including PricewaterhouseCoopers Singapore and London, Deloitte Singapore and Moore Stephens Singapore, the latter of which he was admitted as a partner in January 2010.

5

As a recognised professional in his field, Mr Chay provides regular professional and industrial workshops and seminars in specialised areas of banking and financial services, financial risk management, and shipping. His presentations and journals are readily published and available on the internet.

Mr Chay is also the Lead Independent Director and Chairman of the Audit Committee of Singapore listed UMS Holdings Limited and Australia listed 8I Holdings Limited. Mr Chay currently sits on the Singapore steering committee of the Professional Risk Managers' International Association (PRMIA), the Research committee of the Institute of Valuers and Appraisers of Singapore (“IVAS”), and the Board of Standards of the American Academy of Financial Management (“AAFM”).

Mr Chay holds a Bachelor of Accountancy (Hons) and a Master of Business from Nanyang Technological University, and a Master of Business Administration from University of Birmingham. Yiowmin is also a practicing Fellow Chartered Accountant (“FCA Singapore”) of ICSA, an Associate Chartered Accountant (“ACA” ) of the Institute of Chartered Accountants in England and Wales (“ICAEW”), a Chartered Valuer and Appraiser (“CVA”) of the Institute of Valuers and Appraisers of Singapore (“IVAS”), and a Certified Finance and Treasury Professional (“CFTP”) of the Finance and Treasury Association (“FTA”).

Mr Chay is also an active Grassroots Leader. Mr Chay currently serves as the Treasurer of the Citizen Consultative Committees (“CCC”) and the Community Club Building Fund Committees of both Kebun Baru and Sengkang South Constituencies, and the Auditor of the Thomson Hills Estate Neighbourhood Committee (“NC”). Mr Chay is also a member of the Thomson and Kebun Baru Inter-Racial and Religious Confidence Circles (IRCCs). Yiowmin was recently awarded the Public Service Medal or Pingat Bakti Masyarakat (“PBM”) from the President of the Republic of Singapore on 9 August 2016.

Resolution 1 is an ordinary resolution.

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

The Board (excluding Mr Chay) supports the election of Mr Chay and recommends that Shareholders vote in favour of Resolution 1.

– 5. Resolution 2 Appointment of Auditor

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

"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 2 therefore seeks to appoint of Kong, Lim & Partners LLP as auditors of the Company until the conclusion of the next annual general meeting of the Company.

Resolution 2 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 2.

The Board supports the appointment of Kong, Lim & Partners LLP as auditors of the Company and recommends that Shareholders vote in favour of Resolution 2.

– 6. Resolution 3 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.

6

Resolution 3 therefore seeks approval for the proposed maximum aggregate non-executive Directors' fees of S$200,000 for financial year ending 31 March 2019. This amount is the same as the aggregate Director’s fees approved for the financial year ended 31 March 2018.

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.

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 3 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 3.

7. Resolution 4 – 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 4 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 4 is not seeking approval for:

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

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

Resolution 4 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 4 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 4.

The Board recommends that Shareholders vote in favour of Resolution 4.

7

– 8. Resolution 5 Approval of On-Market Share Buy-Back Mandate

8.1 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 18,144,033 Shares (being up to a maximum of 5% of the total number of Shares on issue) through an on-market buy-back.

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

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

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

This Explanatory Memorandum sets out information that is material to the Shareholders’ decisio n 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.

8.2

Reasons for buy-back

The Company’s goal is to man age its capital so as to achieve the most efficient capital structure and optimise returns to Shareholders. On 29 June 2018, the Company reported consolidated cash and cash equivalents of S$23,328,043 in its financial year ended 31 March 2018.

The Board i s of the view that the allocation of part or all of the Company’s surplus funds into an on-market 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 buy-back period, whereas under other alternatives (such as an equal capital reduction or offmarket equal access buy-back) Shareholders may not be given such flexibility. Further the onmarket 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 buyback is an expedient, effective and cost efficient way for the Company to enhance shareholder value.

8.3

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.

8

Shareholders should also be aware that, among other things, some of the disadvantages of the buy-back 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.

8.4 Regulatory Requirements

Article 53 of the Articles and Sections 76B and 76E of the Companies Act, allow the Company to buy-back 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:

• 8.4.1 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

9

Shareholders acting in concert may obtain or consolidate effective control of the Company and become obliged to make an offer under TC Rule 14.

• 8.4.2 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 5, the effect of TC Rule 14 and TC Appendix 2 are as follows:

• 8.4.2.1 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.

• 8.4.2.2 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 30 August 2018 (“ 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 5% of its issued Shares (excluding Shares held in treasury) as at the Latest Practicable Date.

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

Resolution 5 seeks approval of the Shareholders for the proposed Share buy-back mandate.

Resolution 5 will be approved if more than 50% of votes cast at the Meeting on the Resolution are in favour of the Resolution.

8.5 Number of Shares subject to buy-back

As at 30 August 2018, the Company has 362,880,656 Shares on issue and seeks to buy-back up to 18,144,033 Shares, representing 5% of the total issued share capital as at the date of this notice. If the buy-back is fully completed, the Company will have 344,736,623 Shares on issue (excluding treasury shares).

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

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

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

10

8.6 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.

8.7 Timing

If Resolution 5 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 5.

8.8 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 2018, the Company had consolidated net assets of S$47,998,694, including S$23,328,043 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 buyback 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 buy-back 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.

8.9 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.

8.10 Tax implications

Approval of Resolution 5 will not result in any tax implications for Shareholders if they do not sell their Shares. However, if a Shareholder chooses to participate in the buy-back by selling their Shares then that Shareholder should obtain specific tax advice on the treatment of the sale of their Shares taking into account their particular circumstances.

11

8.11 Directors' holdings

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

Name	Number of Shares Held	Voting Interest
Ken Chee Kuan Tat	86,511,974	23.840%
Clive Tan Che Koon	65,140,000	17.951%

The following table shows the relevant voting interest that each Director would have if the Company bought back all 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	25.095%
CliveTanCheKoon	18.896%

The Directors may participate in the buy-back program.

8.12 Directors' recommendation

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

The Chairman intends to vote all available proxies in favour of Resolution 5.

8.13 No other material information

Other than as set out in this Explanatory Memorandum, and other than information previously disclosed to Shareholders, there is no other information that is known to the Directors which may reasonably be expected to be material to making a decision by Shareholders on whether or not to vote in favour of Resolution 5.

12

Schedule 1 – Definitions and Interpretation

1. Definitions

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

AEST means Australian Eastern Standard Time.

Annual Financial Statements means the Directors' Statement, the Financial Statements and the Auditor's Report in respect to the financial year ended 31 March 2018.

Articles means the memorandum and articles of association of the Company from time to time (interchangeable with ‘ Constitution’ ).

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.

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

Board means the board of Directors from time to time.

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

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

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

Chairman 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.

Constitution means the Memorandum and Articles of Association of the Company.

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 Statements means the annual financial statements of the Company and its controlled entities.

Instruments has the meaning given in Resolution 4.

Listing Rules means the official listing rules of the ASX.

Meeting means the annual general meeting of the Company be held 47 Scotts Road, #03-03/04, Singapore 228233 on Tuesday, 25 September 2018 at 3pm SST.

Notice means this notice of annual general meeting which comprises of the notice, agenda, Explanatory Memorandum and CDI Voting Instruction Form.

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

S$ means Singapore dollar.

13

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.

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.

14

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

==> picture [72 x 65] intentionally omitted <==

All Correspondence to:

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

� 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 Sunday, 23 September 2018.

	�	TO	VOTE ONLINE	BY SMARTPHONE
STEP		1:	VISIThttps://www.votingonline.com.au/8iholdingsagm2018
STEP		2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP		3:	Enter your Voting Access Code (VAC):

BY SMARTPHONE 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 3:00pm SST (5:00pm AEST) on Sunday, 23 September 2018 . Any form received after that time will not be valid for the scheduled meeting.

Forms may be lodged:

� By Fax + 61 2 9290 9655

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.

� 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/8iholdingsagm2018

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 47 Scotts Road, #03-03/04, Singapore 228233 on Tuesday, 25 September 2018 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 Re-Election of Chay Yiowmin as a Director

Resolution 2 Approval of Appointment of Auditor

Resolution 3 Approval of Directors’ Fees

Resolution 4 Approval to Issue Shares and Instruments

Resolution 5 Approval of On-Market Share Buy-Back Mandate

==> picture [96 x 131] intentionally omitted <==

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 / / 2018