CL8 HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2013

Oct 30, 2013

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QANDA TECHNOLOGY LTD

ABN 60 066 153 982

N O T I C E O F A N N U A L G E N E R A L M E E T I N G E X P L A N AT O R Y M E M O R A N D U M

P R O X Y F O R M

Date of Meeting

Friday, 29 November 2013

Time of Meeting

11.00 am (EDST)

Place of Meeting

Level 5, 181 Miller Street North Sydney, NSW 2060

ANNUAL REPORT

The 2013 Annual Report is available from the Company’s website via the following link: http://www.qandatechnology.com/annual‐quarterly‐reports/.

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Qanda Technology Ltd ( Company or Qanda Technology ) is to be held on Friday, 29 November 2013, at Level 5, 181 Miller Street, North Sydney, NSW 2060, commencing at 11.00 am (EDST).

The Explanatory Memorandum that accompanies and forms part of this Notice describes the matters to be considered at this meeting.

BUSINESS

Financial and Other Reports – Year Ended 30 June 2013 (no resolution required)

To receive and consider the financial report, the Remuneration Report, and the reports of the Directors and of the Auditor for the year ended 30 June 2013.

Resolution 1 – Non‐Binding Resolution to Adopt Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non‐binding resolution :

“To adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2013.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

The Company will disregard any votes cast on Resolution 1 by, or on behalf of, any of the following persons:

(a) a member of the Key Management Personnel, as disclosed in the Remuneration Report; or

(b) a Closely Related Party (such as close family members and any controlled companies) of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 – Re‐election of Director – Mr Kim Redstall

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

“That Mr Redstall, being a director of the Company who retires by rotation in accordance with Clause 13.2 of the Company’s Constitution and being eligible and offering himself for re‐election, be re‐elected as a director of the Company.”

Resolution 3 – Re‐election of Director – Mr Reuben Buchanan

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

“That Mr Buchanan, being a director of the Company who, having been appointed on 25 October 2013, retires in accordance with Clause 13.4 of the Company’s Constitution and being eligible and offering himself for re‐election, be re‐elected as a Director of the Company.”

EXPLANATORY MEMORANDUM

The Explanatory Memorandum is incorporated in and comprises part of this Notice. Shareholders are referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used both in this Notice and the Explanatory Memorandum.

PROXIES

Please note that:

• A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote on behalf of the member.

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• A proxy need not be a member of the Company, but must be a natural person (not a corporation). A proxy may also be appointed by reference to an office held by the proxy (e.g. “the Company Secretary”).

• Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the member’s voting rights. If no such proportion is specified, each proxy may exercise half of the member’s votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non‐chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

VOTING ENTITLEMENTS

For the purposes of section 1074E(2) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that members holding ordinary shares as set out in the Company’s share register at 5:00 p.m. (WST) on Wednesday, 27 November 2013 will be entitled to attend and vote at the Annual General Meeting.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company in advance of the meeting or handed in at the meeting when registering as a corporate representative.

DATED THIS 31[ST] OF OCTOBER 2013

BY ORDER OF THE BOARD

Karen Logan Company Secretary

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of Qanda Technology Ltd ( Company or Qanda Technology ).

The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Financial Statements and Report

Under the Corporations Act, the directors of the Company must table the financial report, the directors’ report and the auditor’s report for Qanda for the year ended 30 June 2013 at the meeting.

These reports are set out in the 2013 Annual Report. Shareholders who elected to receive a printed copy of annual reports should have received the 2013 Annual Report with this Notice of Annual General Meeting. In accordance with section 314 (1AA)(c) of the Corporations Act, the Company advises the 2013 Annual Report is available from the Company’s website (http://www.qandatechnology.com/annual‐quarterly‐reports/).

Shareholders will be given reasonable opportunity at the meeting to ask questions and make comments on the financial report, the directors’ report and the auditor’s report.

1. Resolution 1 – Adoption of Remuneration Report

1.1 General

Under the Corporations Act, the Company is required to include, in the directors’ report, a detailed Remuneration Report setting out the prescribed information in relation to the remuneration of directors and executives of Qanda Technology and the Company’s remuneration practices.

Shareholders will be given reasonable opportunity at the meeting to ask questions and make comments on the Remuneration Report.

The Remuneration Report is required to be submitted for adoption by a resolution of Shareholders at the meeting. The vote on this resolution is advisory only and does not bind the directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

1.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re‐election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re‐election as directors of the company is approved will be the directors of the company.

1.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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1.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

1.5 Voting Intention

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

2. Resolution 2 – Re‐election of Director – Mr Kim Redstall

Clause 13.2 of the Constitution requires that at the annual general meeting, one third of the Directors for the time being, or, if their number is not a whole number, the whole number nearest to one third, shall retire from office, provided always that no director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re‐ election. A retiring director is eligible for re‐election.

Mr Redstall retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re‐ election.

Mr Redstall has significant operational, sales, marketing, merger and acquisition and management experience in the technology industry. He is the principal of Technology Capital, a specialist corporate advisory firm focused on mergers, acquisitions and related transactions within the technology sector and has over 20 years’ experience with a range of private and public companies in the IT Industry. In addition to founding several start‐ups, he has held a variety of sales, management and consulting roles in various IT businesses in both Australia and New Zealand. Mr Redstall is a Graduate Member of the Australian Institute of Company Directors.

2.1 Board Recommendation

The Board (other than Mr Redstall) recommends Shareholders vote in favour of the Resolution.

2.2 Voting Intention

The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.

3. Resolution 3 – Re‐election of Director – Mr Reuben Buchanan

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re‐election.

Mr Buchanan was appointed as a non‐executive director by the Board on 25 October 2013 as the nominee of the sophisticated investor who completed the $115,000 placement in August 2013. He retires in accordance with the Company’s Constitution and, being eligible, offers himself for re‐election.

Mr Buchanan has 19 years’ experience in media, investment and finance industries. He is currently a corporate advisor specialising in capital raising and exit strategies and holds an Australian Financial Services License (AFSL). Mr Buchanan has founded several successful businesses including Wealth Creator Magazine, MBE Education, Wholesale Investor and

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• Axstra Capital. Since 2005, he has raised in excess of $50 million for public and private ventures. Mr Buchanan has also worked on over $250 million in transactions and has successfully sold two of the companies which he established.

3.1 Board Recommendation

The Board (other than Mr Buchanan) recommends Shareholders vote in favour of the Resolution.

3.2 Voting Intention

The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.

DEFINITIONS

$ means an Australian dollar.

Annual General Meeting means the annual general meeting the subject of this Notice.

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

ASX Listing Rules and Listing Rules mean the official listing rules of ASX.

Board means the board of directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 ( Cth ).

Company or Qanda Technology means Qanda Technology Ltd (ACN 066 153 982).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company and Directors means the directors of the Company.

EDST means Eastern Daylight Savings Time.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Annual General Meeting .

Group means the Company and its subsidiaries.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Meeting means the meeting of Shareholders convened by the Notice of Annual General Meeting.

Notice or Notice of Meeting means the notice of annual general meeting accompanying this Explanatory Memorandum.

Remuneration Report means the remuneration report as contained in the Directors’ report section of the Company’s annual financial report for the year ended 30 June 2013.

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

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P R O X Y F O R M

MR SAM SAMPLE UNIT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE WA 6060

1. Appointment of Proxy

I/We being a member/s of Qanda Technology Ltd hereby appoint

the Chairman of PLEASE NOTE : Leave this box blank if you have OR selected the Chairman of the Meeting. Do not the Meeting insert your own name(s).

or, failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, or the Chairman’s nominee, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and subject to relevant laws, as the proxy sees fit) at the Annual General Meeting of Qanda Technology Ltd to be held at Level 5, 181 Miller Street, North Sydney, NSW 2060 at 11.00 am (EDST) on Friday, 29 November 2013 and at any adjournment of that meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business in which the Chairman is entitled to vote.

Chairman authorised to exercise proxies on remuneration‐related matters: If I/we appoint the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes your proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Items 1, 2 and 3 even though that item is connected directly or indirectly with the remuneration of a member of key management personnel of Capitol Health Limited, which includes the Chairman. I/we acknowledge that if the Chairman of the Meeting is my/our proxy and I/we have not marked any of the boxes opposite Items 1, 2 and 3, the Chairman of the Meeting intends to vote my/our proxy in favour of Items 1, 2 and 3.

Note: You can direct the Chairman how to vote by marking the boxes in Section 2 below (for example if you wish to vote against or abstain from voting).

2. Items of Business

Please mark to indicate your voting directions.

FOR AGAINST ABSTAIN 1. Non‐Binding Resolution to Adoption Remuneration Report    2. Re‐election of Director – Mr Kim Redstall    3. Re‐election of Director – Mr Reuben Buchanan   

PLEASE NOTE : If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority.

3. Signature of Securityholder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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

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H O W T O C O M P L E T E T H E P R O X Y F O R M

1. Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. The appointment of a second proxy must be done on a separate copy of the Proxy Form. If a member appoints two proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one‐half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. .

A duly appointed proxy need not be a securityholder of the company.

2. Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with your directions. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders must sign.

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

Companies: Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to Qanda Technology Limited:‐

PO Box 3438 Nedlands, WA 6909

Fax: (61 8) 6389 2588

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from the Company Secretary.