8I HOLDINGS LTD — Proxy Solicitation & Information Statement 2015

Nov 12, 2015

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8I HOLDINGS LIMITED ARBN 601 582 129 NOTICE OF GENERAL MEETING

The general meeting of the Company will be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Tuesday, 1 December 2015 at 7:30pm (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 ARBN 601 582 129 NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of 8I Holdings Limited ( "Company" ) will be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Tuesday, 1 December 2015 at 7:30pm (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 persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 29 November 2015 at 1pm (SST).

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

AGENDA

1. RESOLUTION 1 - 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 (the “ Share BuyBack 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 Buy-Back Mandate are carried out to the full extent mandated;

• (c) in this Resolution:-

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

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“ Maximum Percentage ” means the number of issued Shares representing one and ninth tenth percent (1.9%) 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.

• (d) 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. ”

Dated: 13 November 2015

By order of the Board

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Zane Lewis

Company Secretary (Australia)

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8I HOLDINGS LIMITED ARBN 601 582 129

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Tuesday, 1 December 2015 at 7:30pm (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.

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 Sunday, 29 November 2015 at 1pm (SST).

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. RESOLUTION 1 – APPROVAL OF ON-MARKET SHARE BUY-BACK MANDATE

3.1

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 6,785,739 Shares (being up to a maximum of 1.9% of the total number of Shares on issue) through an on-market buy-back.

On 9 November 2015, pursuant to ASX Listing Rule 7.36, ASX confirmed that 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

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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.

3.2 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 2 November 2015, the Company reported cash and cash equivalents of S$23,872,153 in its half-yearly accounts for the six months ended 30 September 2015.

The Board is 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 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 buyback is an expedient, effective and cost efficient way for the Company to enhance shareholder value.

3.3 Advantages and disadvantages of the buy-back

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

• 3.3.1 purchases on-market can be tailored to changing market conditions;

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

• 3.3.3 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 buy-back include:

• 3.3.4 the Company’s net assets will be reduced by the amount expended on the buybacks; and

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• 3.3.5 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.

3.4 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:

• 3.4.1 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

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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.

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

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

• 3.4.2.1 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.

• 3.4.2.2 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 13 November 2015 (“ 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 1.9% 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 1 seeks approval of the Shareholders for the proposed Share buy-back mandate.

Resolution 1 will be approved if more than 50% of votes cast at the Meeting on the Resolution are in favour of the Resolution.

3.5 Number of Shares subject to buy-back

As at 13 November 2015, the Company has 357,144,200 Shares on issue and seeks to buyback up to 6,785,739 Shares, representing 1.9% of the total issued share capital as at the date

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of this notice. If the buy-back is fully completed, the Company will have 350,358,461 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.

3.6 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.

3.7 Timing

If Resolution 1 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 1.

3.8 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 30 September 2015, the Company had net assets of S$48,105,555, including S$23,872,153 of cash reserves available as a source of funding the buy-back . The actual amount of the buy-back to be funded will not be determined until the completion of the buyback program.

The exact impact on earnings per Share of any buy-back cannot be determined until the buyback is completed and will depend on the number of Shares bought back, the volumeweighted 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.

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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.

3.9 Effect on control of the Company

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

3.10 Tax implications

Approval of Resolution 1 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.

3.11 Directors' holdings

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

Memorandum:
Name	Number of Shares Held	Voting Interest
Ken Chee Kuan Tat	160,750,7001	45.010%
Clive Tan Che Koon	139,469,6392	39.051%
Zane Robert Lewis	40,000	0.011%
Yiowmin Chay	-	-

The following table shows the relevant voting interest that each Director would have if the Company bought back all 1.9% 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	45.882%3
Clive Tan Che Koon	39.808%4
Zane Robert Lewis	0.011%

1 Mr. Chee holds 86,700,700 Shares in his personal capacity and is a director and shareholder of 8 Capital Equities BVI, a company which he directly and indirectly owns or controls, which holds 74,050,000 Shares.

2 Mr. Tan holds 65,419,639 Shares in his personal capacity and is a director and shareholder of 8 Capital Equities BVI, a company which he directly and indirectly owns or controls, which holds 74,050,000 Shares.

3 Refer to footnote 1.

4 Refer to footnote 2.

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The Directors may participate in the buy-back program.

3.12 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 1.

3.13 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 1.

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SCHEDULE 1: DEFINITIONS

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

A$ means Australian Dollars.

Articles means the memorandum and articles of association of the Company.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

ASX Listing Rules means the listing rules of ASX.

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

Board means the board of Directors.

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 convened by the Notice.

Company means 8I Holdings Limited (ARBN 601 582 129).

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Meeting has the meaning in the introductory paragraph of the Notice.

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

Resolution means a resolution contained in the Notice.

S$ means Singapore Dollars.

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 shareholder of the Company (including CDN in its capacity as a 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.

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

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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 7:30pm SST (10:30pm AEDT) on Sunday 29 November 2015.

�TO VOTE ONLINE	BY SMARTPHONE	BY SMARTPHONE	BY SMARTPHONE
STEP 1: VISITwww.votingonline.com.au/8iholdingsgm2015
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

8I HOLDINGS GENERAL MEETING

For your vote to be effective it must be recorded before 1:00pm SST (4pm AEDT) on Sunday 29 November 2015.

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

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 7:30pm SST (10:30pm AEDT) on Sunday, 29 November 2015 . Any form received after that time will not be valid for the scheduled meeting.

Forms may be lodged:

� Online www.votingonline.com.au/8iholdingsgm2015

� By Fax + 61 2 9290 9655

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

� In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Comments and Questions

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

Attending the Meeting

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

Turn over to complete the form

8I Holdings Limited ARBN 601 582 129

Your Address

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

CDI VOTING INSTRUCTION FORM

STEP 1

CHESS DEPOSITARY NOMINEES WILL VOTE AS DIRECTED

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of the above Company hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the General Meeting of 8I Holdings Limited to be held at Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 on Tuesday, 1 December 2015 at 7:30pm SST (10:30pm 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 your 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 On-market Share Buy-back Mandate

STEP 3 SIGNATURE OF SHAREHOLDERS

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 / / 2015