Special Meeting

ENPRISE GROUP LIMITED


NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS

1

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Special Meeting of Shareholders of Enprise Group Limited
(Company) will be held at Level 2, 16 Hugo Johnston Drive, Penrose, Auckland on Tuesday, 28
November 2017 at 3pm.

The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolutions and the approval required for each
resolution by the shareholders of the Company pursuant to the NZAX Listing Rules (Listing
Rules), the Companies Act 1993 (Act) and the constitution of the Company (Constitution).
BUSINESS OF THE MEETING
1. Ratification of the Grant of Put Option to the Kilimanjaro shareholders – Ordinary
Resolution

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

"Shareholders ratify the entry of the Company into the Put Option Deed (Deed) with the
shareholders (Kilimanjaro Shareholders) of Kilimanjaro Consulting Pty Limited,
(Kilimanjaro) pursuant to which Deed:

(a) the Company has agreed to grant in favour of the Kilimanjaro Shareholders an
irrevocable put option (Put Option) to require the Company to purchase 6,154 ordinary
fully paid shares in Kilimanjaro (Put Option Shares) for a consideration of $3,967,962 if
the Put Option is exercised; and

(b) the purchase consideration shall be satisfied by the issue of 2,854,649 ordinary fully
paid shares in the Company to the Kilimanjaro Shareholders, at an issue price of $1.39
per share,

and the transactions described in the Deed are approved, and that the Directors be
authorised to take all actions, do all things and execute all documents and agreements
necessary or considered by them to be expedient to give effect to such transactions."

2. Approval of the issue of up to 852,664 new ordinary fully paid shares in the Company
pursuant to a non-renounceable rights issue – Ordinary Resolution – Listing Rule 7.3.1

"The Directors of the Company are authorised to:

(a) issue up to 852,664 ordinary fully paid shares to shareholders of the Company with
a registered address in New Zealand, and to certain wholesale shareholders of the
Company with a registered address in Australia, at an issue price of $1.39 per Share
pursuant to a non-renounceable rights issue (“Rights Issue Shares”); and

(b) take all actions, do all things and execute all documents and agreements necessary
or considered by them to be necessary or expedient to issue the Rights Issue Shares,

such Rights Issue Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."

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3. Ratification of the previous issue of 1,560,000 ordinary shares – Ordinary Resolution -
Listing Rule 7.3.5(c)

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

"The previous allotment of 1,560,000 ordinary fully paid shares, issued at an issue price of
$1.39 per share, to the shareholders of Kilimanjaro Consulting Pty Limited on 29
September 2017, are hereby ratified and approved”

NOTES
1. EXPLANATORY NOTES

Explanatory Notes for Resolutions 1 to 3 are set out in the following pages.
2. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead.
A proxy need not be a shareholder of the Company.
The Chairperson of the Board is willing to act as a discretionary proxy for any shareholder
of the Company. The Chairperson cannot act as a discretionary proxy on Resolution 2
however, given he is restricted from voting on that resolution by virtue of the Listing
Rules. A proxy form is enclosed and to be effective must be lodged at least 48 hours
before the meeting is due to begin (i.e. before 3 pm on Sunday, 26 November 2017) with
the Company’s Share Registrar in accordance with the instructions in the Notes to the
proxy form accompanying this Notice.
3. VOTING RESTRICTIONS

Any shareholders of the Company, and their Associated Persons (as that term is defined in
the Listing Rules), who received any of the 1,560,000 shares issued by the Company
referred to in the Explanatory Notes to Resolution 3 are not entitled to vote in respect of
resolutions 1 and 3.

Those persons who are prohibited from voting on a resolution may not act as a
discretionary proxy in respect of a resolution, but may vote in accordance with express
instructions.

All persons registered on the Company’s register of shareholders as the holders of shares
as at 5pm on Monday 27 November 2017 shall, subject only to the preceding restrictions,
be entitled to vote at the Meeting in person or by proxy.

By Order of the Board of Directors
Lindsay Phillips
Chairman

EXPLANATORY NOTES

Listing Rules and Companies Act
The Company is listed on the NZAX Market and must comply with the Listing Rules. In addition,
various provisions of the Listing Rules are included in the Constitution. The Act, the Constitution and
the Listing Rules contain specific requirements which are relevant to the resolutions comprised in
this Notice.

The implications of the Listing Rules, the Act, and the Constitution, insofar as they relate to each
resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolutions which are to be considered at the Meeting comprise three ordinary resolutions. An
ordinary resolution is a resolution passed by a simple majority of votes of shareholders of the
Company, entitled to vote and voting.

Set out below is further information on the resolutions to be proposed at this Meeting.

RESOLUTION 1: GRANT OF PUT OPTION TO THE SHAREHOLDERS of KILIMANJARO CONSULTING PTY
LIMITED (“KILIMANJARO”) – ORDINARY RESOLUTION

GENERAL
The Company has previously acquired 5,479 ordinary fully paid shares in Kilimanjaro (Kilimanjaro
Shares), which Kilimanjaro Shares represent 47% of the total number of ordinary fully paid shares on
issue in Kilimanjaro.

Separately from the acquisition of the Kilimanjaro Shares, the Company has conditionally agreed to
enter into a Put Option Deed with the shareholders of Kilimanjaro (Deed), pursuant to which Deed
the Company has agreed to grant in favour of the shareholders of Kilimanjaro an irrevocable put
option (Put Option) to require the Company to purchase 6,154 ordinary fully paid shares in
Kilimanjaro (Put Option Shares), which Put Option Shares comprise the balance of the shares on
issue in Kilimanjaro that the Company does not already own.

The principal terms of the Put Option are as follows:

 If the Put Option is exercised by the shareholders of Kilimanjaro, the purchase price payable
by the Company to acquire those Put Option Shares shall be $3,967,962;
 The payment of the purchase price shall be satisfied by the Company issuing 2,854,649
ordinary fully paid shares in the Company, at an issue price of $1.39 per share (Consideration
Shares), to the Kilimanjaro shareholders
 The Put Option may only be exercised by the shareholders of Kilimanjaro. The Company has
no ability to exercise the Put Option and compel the shareholders of Kilimanjaro to sell the
Put Option Shares to the Company;
 The Put Option may only be exercised during the period commencing on 1 September 2019
and ending on 31 August 2020;
 The Kilimanjaro shareholders may only exercise the Put Option in respect of all of the Put
Option Shares, and not only in respect of a portion thereof.

In the event that the Put Option is exercised, and the Company proceeds to acquire the Put Option
Shares, the Company will own 100% of the total number of ordinary shares on issue in Kilimanjaro.

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In the event that the Put Option is ultimately exercised and the Company is required to issue the
Consideration Shares to the Kilimanjaro shareholders, then the aggregate value of the Consideration
Shares to be issued to the Kilimanjaro shareholders, together with the value of the consideration
paid by the Company to acquire the 5,479 Kilimanjaro Shares on 29 September (which was
$3,168,400) would be $7,136,362 in aggregate.

The dilutionary impact of the issue of the Consideration Shares on the existing shareholders,
assuming that no additional shares are issued by the Company, will be that shareholders will be
diluted down by approximately 25.08%.

The issue price of $1.39 per Consideration Share represents a discount of 30.5% to the current
market value for the ordinary shares of the Company traded on the NZAX market. The issue price of
$1.39 was however reflective of the current market value of the Company’s ordinary shares as at the
date of the announcement to the market of the entry into the Put Option Deed.

REQUIREMENT FOR RESOLUTION
The Put Option Deed is conditional upon the shareholders of the Company approving the entry into
the Put Option Deed by way of an ordinary resolution. In the event that the shareholders of the
Company do not approve the entry of the Company into the Put Option Deed, then the Put Option
Deed shall terminate, and the Company shall have no contractual obligation to acquire the Put
Option Shares.

Listing Rule 7.3.1 also provides that the Company may obtain the approval of shareholders to the
issue of the Consideration Shares, provided that the information required to be disclosed in respect
of the issue of those Consideration Shares is disclosed in this Notice of Meeting.

BACKGROUND TO KILIMANJARO

Operations
Kilimanjaro is a Diamond MYOB Enterprise reseller that has offices in Sydney and Melbourne.
Servicing approximately 500 customers throughout Australia. Kilimanjaro specialises in selling and
supporting the MYOB EXO and MYOB Advanced range of business management and ERP software. It
also sells and services a selection of companion products that integrate with MYOB products.

Kilimanjaro has the competitive advantage of being the largest MYOB Exo and MYOB Advanced
Australian reseller and one of only two Diamond partners.

Kilimanjaro has been operating since 2006.
Kilimanjaro's financial information
The table below provides some key financial information about Kilimanjaro. The financial information
has been extracted from unaudited financial statements prepared by Kilimanjaro.

Financial information FY ended 30 June 2016

AUD $000’s

FY ended 30 June 2017

AUD $000’s

Revenues 7,199 9,162
Recurring Revenue 2,496 3,228
Total assets 2,279 3,406

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Cash and cash equivalents 729 763
Total liabilities 1,697 2,608

COMMERCIAL RATIONALE FOR THE ENTRY INTO THE PUT OPTION
The acquisition of the Put Option Shares by the company would enable the Company to gain
complete control of Kilimanjaro Consulting Pty Limited, and would enable the Company to obtain
further synergies not available as a minority shareholder. Those synergies include:

 Being able to cross sell and commercialise customisations and integrations to existing clients
of both the Company and Kilimanjaro, and to be able to open new opportunities to offer
those combined services to prospective clients that neither the company, nor Kilimanjaro
would be able to service individually;
 Allow for more specialisation across both organisations, and therefore be able to access
more addressable markets;
 Being able to target larger potential clients due to the broader depth of services that the
Company could provide;
 Gaining operational efficiencies by elimination of duplication within the two businesses.

THE VALUATION METHODOLOGY UTILISED BY THE BOARD
The Board negotiated the purchase price for the Put Option Shares on an arms-length basis with the
shareholders of Kilimanjaro.

The purchase price attributable to the Put Option Shares was determined having regard to the
following factors:

 Annualised recurring revenue;
 Profitability;
 Synergies that can be obtained with a fully combined business.

KEY RISKS
If the shareholders of Kilimanjaro exercise the Put Option, the Company will own 100% of the shares
on issue in Kilimanjaro, and the Company will be directly exposed to the Kilimanjaro business
operations.

The Board has identified a number of risk factors associated with the Kilimanjaro business which may
affect the Company’s future operating performance and financial position and the value of the
Company’s shares post completion of the purchase of the Put Option Shares. Those risks include:

- MYOB modifying the Partner Agreement with the Company: In the event that the Put
Option is exercised and the Company increases its holding in Kilimanjaro, there is a risk that
MYOB may seek to change the commercial terms comprised in the Partnership Agreement to
the detriment of the Company. In particular, MYOB may seek to suppress the profit margins
that the Company (and Kilimanjaro) receives in respect of the resale of MYOB products and
services. Such an occurrence could negatively impact the profitability of the Enprise group of
companies. The Company would seek to resist any such variations to the Partnership
Agreement as far as practicable in the circumstances. The Board is in discussions with MYOB
currently regarding this issue with a view to formalising a position. The Board is unable to
provide any further comment on this issue at this stage until such time as those discussions
are concluded.

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- Consent of MYOB to change of control of Kilimanjaro: In terms of the Partner Agreement
with MYOB, the Company is required to obtain the consent to MYOB to the Company
increasing its shareholding in Kilimanjaro above 50%. The Partner Agreement provides that
MYOB cannot unreasonably withhold its consent. The Company does not consider that
MYOB would have any reasonable grounds upon which it could withhold its consent to the
Company increasing its shareholding in Kilimanjaro.

- Staff retention: As with any business acquisition, there is a risk that certain members of the
Kilimanjaro staff may not assimilate well into the post-acquisition organisation and could
ultimately leave the business. This could result in Kilimanjaro being understaffed, and could
impact upon the ability of Kilimanjaro to continue to deliver services to the requisite
standards to its customers, until such time as replacement staff are recruited.

BOARD RECOMMENDATION
Having regard to the business opportunity afforded to the Company with the proposed investment in
Kilimanjaro, the Board believes that the granting of the Put Option, and the potential to acquire the
balance of the shares on issue in Kilimanjaro presents an exciting opportunity for the Company and
its shareholders.

The Directors unanimously recommend that shareholders support the resolutions being tabled at the
Special Meeting to approve the investment into Kilimanjaro.

VOTING RESTRICTIONS
Shareholders of the Company who were issued the New Shares referred to in resolution 3 are
prohibited from voting on this resolution.

RESOLUTION 2: APPROVAL OF THE ISSUE OF UP TO 852,664 NEW ORDINARY FULLY PAID SHARES IN
THE COMPANY PURSUANT TO A NON-RENOUNCEABLE RIGHTS ISSUE – ORDINARY RESOLUTION –
LISTING RULE 7.3.1

As previously announced to the market, the Company is proposing to undertake an offer of new
shares to eligible shareholders under a pro rata entitlement issue (Offer).

OFFER OVERVIEW
The Company is offering eligible shareholders the opportunity to subscribe for 1 new share (New
Share) for every 10 existing shares held as at nominated record date (Record Date), at an application
price of $1.39 per New Share.

The issue price of $1.39 per New Share represents a discount of 30.5% to the current market value
for the ordinary shares of the Company traded on the NZAX market as at the date of the preparation
of this Notice of Meeting.

The New Shares will be the same class as, and will rank equally with, existing shares that are quoted
on the NZAX Market. It is a term of the Offer that the Company will take any necessary steps to
ensure that the New Shares are, immediately after issue, quoted on the NZAX Market.

The maximum number of New Shares being offered under the Offer is 852,664.

The Company will raise a total of approximately $1,185,203 through the Offer if the Offer is fully
subscribed.

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Asssuming that approximately 852,664 New Shares are issued pursuant to the Offer, the dilutionary
impact of the issue of the New Shares on the existing shareholders, assuming that no additional
shares are issued by the Company, will be that shareholders will be diluted down by approximately
9.09%.

In the event that both the New Shares, and the Put Option Shares referred to in resolution 1 are
issued, the dilutionary impact on the existing shareholders of those two share issues will be,
assuming that no additional shares are issued by the Company, that existing shareholders will be
diluted down by approximately 30.3% in aggregate.

ELIGIBILITY UNDER THE OFFER
The Offer is only open to eligible shareholders. Eligible shareholders are those persons who:

 are registered as shareholders of the Company at 5.00pm (NZ time) on the Record Date and
have a registered address in New Zealand; or

 are wholesale shareholders at 5.00pm (NZ time) on the Record Date and have a registered
address in Australia.
A wholesale shareholder is a shareholder in the Company who has a registered address in Australia,
and who the Company considers is a person to whom an offer of shares for issue may lawfully be
made without disclosure under Part 6D.2 of the Corporations Act 2001 (Australia).

NON RENOUNCEABLE OFFER
The Offer will not be renounceable which means that an eligible shareholder will not be able to trade
in, or transfer their entitlement under the Offer. Entitlements under the Offer will not be listed on
the NZAX Market.

PURPOSE OF THE OFFER
Enprise Group intends that the net proceeds of the Offer will be used to repay debt incurred for the
acquisition of 47% of Kilimanjaro Consulting Pty Limited and provide for future growth.

ISSUE PRICE
The Board believes that the issue price of $1.39 for each of the New Shares under the Offer
represents fair value to the Company. The Board has set the issue price for the New Shares at $1.39,
given that issue price was the same price at which the Company issued the Company’s shares to the
Kilimanjaro shareholders to acquire the Kilimanjaro Shares, and the same issue price at which the
Company proposes to issue the Consideration Shares to the Kilimanjaro shareholders should the Put
Option be exercised. The Board believes that existing shareholders of the Company should be able to
participate in the Offer at the same issue price as those aforementioned securities were also issued.

REQUIREMENT FOR THE RESOLUTION
The Company’s constitution and Listing Rule 7.3.1 require that the issue of the New Shares be
approved by an ordinary resolution of the existing shareholders of the Company.

VOTING RESTRICTIONS
The Directors of the Company are prohibited from voting on this resolution.

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RESOLUTION 3: RATIFICATION OF THE PREVIOUS ISSUES OF 1,654,397 ORDINARY SHARES –
ORDINARY RESOLUTION – LISTING TRULE 7.3.5(C)

GENERAL
NZSX Listing Rule 7.3.5 (the “25% Rule”) permits the Company to issue ordinary shares without
approval from the Company’s shareholders in certain limited circumstances. During the last 12
months, the Company has issued the following new shares in accordance with the 25% Rule:

 1,560,000 ordinary fully paid shares, issued at an issue price of $1.39 per share, to the
shareholders of Kilimanjaro Consulting Pty Limited on 29 September 2017
(“Kilimanjaro Shares”).

NZSX Listing Rule 7.3.5(c) allows the Company to renew its capacity to issue ordinary shares
within the 25% Rule, when it has been used, by obtaining subsequent ratification of the issue
from shareholders of the Company.

The Board is seeking the ratification by shareholders of the previous issue of the shares
referred to above.

KILIMANJARO SHARES
On 29 September 2017 the Company acquired 5,479 ordinary fully paid shares in Kilimanjaro
Consulting Pty Limited (Kilimanjaro Shares), which Kilimanjaro Shares represented 47% of the total
number of ordinary fully paid shares on issue in Kilimanjaro. The purchase price for the acquisition of
the Kilimanjaro Shares was partly satisfied by the issue of 1,560,000 fully paid ordinary shares in the
Company (New Shares) to the following parties (Allottees):

 717,978 ordinary fully paid shares to Red Cow Investments Pty Limited;

 92,822 ordinary fully paid shares to Deanand Pty Limited;

 92,943 ordinary fully paid shares to Savgas Pty Limited;

 181,767 ordinary fully paid shares to Bernard Israel Fridman;

 92,943 ordinary fully paid shares to Carjon Investments Pty Limited;

 220,865 ordinary fully paid shares to Anjelco Investments Pty Limited;

 160,682 ordinary fully paid shares to Jason Patrick Fegan.

The New Shares were issued at an issue price of $1.39 per share. The issue price of $1.39 per New
Share was determined having regard to the current market value of the Company’s shares on the
NZAX Market, which was $1.39 as at the date of the entry into the transaction with the Allottees.

BOARD RECOMMENDATION
Given the Board’s ability to issue additional new shares pursuant to the 25% Rule has almost been
exhausted, the ratification of the aforementioned share issue will provide the Board with the
flexibility to issue new shares in the Company to fund acquisitions, and to raise new capital, within
the 25% Rule, in an expeditious timeframe without the need to revert to shareholders, and to
undertake the time consuming process of calling a meeting of shareholders to approve the share
issue. The Board often requires the flexibility to move quickly to utilise the Company’s shares to fund

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acquisitions and/or the Company’s ongoing working capital requirements, without reverting to
shareholders on each occasion.

The Directors unanimously recommend that shareholders support resolution 3.

VOTING RESTRICTIONS
Those Allottees who were issued the New Shares are prohibited from voting on this resolution.

---

PROXY FORM
Online
https://investorcentre.linkmarketservices.co.nz/voting/ENS
Scan & Email
meetings@linkmarketservices.co.nz
Fax
+64 9 375 5990
Deliver
Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
Mail
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976 Auckland
1142 New Zealand


SCAN THIS QR CODE WITH YOUR SMARTPHONE AND VOTE ONLINE
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM - SPECIAL MEETING
The Enprise Group Limited Special Meeting of Shareholders will be held at Level 2, 16 Hugo Johnston Drive, Penrose,
Auckland on Tuesday, 28 November 2017 at 3 pm

APPOINTMENT OF PROXY
If you are a shareholder entitled to attend and vote at the
Annual Meeting you are entitled to appoint a proxy or, in the
case of a corporate shareholder, a representative to attend and
vote instead of you. This Proxy Form may be completed online,
mailed, delivered, faxed or scanned and emailed in
accordance with the instructions above.
A proxy can be any person of your choice and does not have
to be a shareholder of Enprise Group Limited. If you wish you
can appoint the Chairman of the Meeting as your proxy. The
Chairman will vote in accordance with your instructions. If you
return this form without appointing a proxy your Proxy Form will
be invalid.
VOTING OF YOUR HOLDING
Direct your proxy how to vote by making the appropriate
election in respect of each item of resolutions. If you elect
“proxy discretion” on any resolution, you are directing your
proxy or representative to decide how to vote on that resolution
on your behalf. If you elect “abstain” box on any resolution, you
are directing your proxy or representative not to vote on that
resolution. If you make more than one election in respect of a
resolution your vote will be invalid on that resolution. If you
return this form without directing the proxy how to vote on any
particular matter, the proxy may vote as he/she thinks fit or
abstain from voting.
PROXY DISCRETION
If you appoint the Chairman of the Meeting or any other
Director as your proxy and also elect “proxy discretion”, you
acknowledge that they may exercise your vote, unless
restricted from voting on that resolution. The Chairman of the
Meeting and the Directors intend to vote all discretionary
proxies in favour of all resolutions unless restricted from voting.
ATTENDING THE MEETING
If you wish to attend and vote at the meeting, please bring this
Proxy Form with you to the meeting to assist with your
registration.
VOTING RESTRICTIONS
Any shareholders of the Enprise Group Limited, and their
Associated Persons (as that term is defined in the Listing Rules),
who received any of the 1,560,000 shares issued by the Enprise
Group Limited referred to in the Explanatory Notes to Resolution 3
are not entitled to vote in respect of resolutions 1 and 3. Those
persons who are prohibited from voting on a resolution may not act
as a discretionary proxy in respect of a resolution, but may vote in
accordance with express instructions.
The Directors of the Enprise Group Limited are prohibited from
voting on resolution 2.
SIGNING INSTRUCTIONS FOR PROXY FORMS
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.
Company
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be
acting with the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed by an attorney, a copy of the
power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy
Form.

For your proxy to be effective it must be lodged with Link Market
Services by no later than Sunday 26 November 2017 at 3pm.

Go online to https://investorcentre.linkmarketservices.co.nz/voting/ENS to appoint your proxy, or turn over to
complete the form.

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I / We being a shareholder(s) of Enprise Group Limited

hereby appoint
of


or failing him/her
of

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting of
Shareholders of Enprise Group Limited to be held at Level 2, 16 Hugo Johnston Drive, Penrose, Auckland on Tuesday, 28 November 2017 at 3
pm and at any adjournment of that meeting.



STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

RESOLUTIONS


1. Grant of Put Option to the shareholders of Kilimanjaro
Consulting Pty Limited.

2. Approval of the issue of up to 852,664 New Ordinary Fully Paid
Shares in Enprise Group Limited pursuant to a non-renounceable
rights issue.

3. Ratification of the previous issues of 1,654,397 Ordinary Shares.

FOR




AGAINST




ABSTAIN PROXY
DISCRETION




And to vote on any resolution to amend the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjornment thereof). Unless otherwise instructed as above, the proxy will vote as he/she thinks fit. The proxy is appointed only in respect of
the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special Meeting will have the opportunity to ask questions during the Meeting. If you cannot attend the Special
Meeting but would like to ask a question you can submit a question online by going to https://investor.linkmarketservices.co.nz/voting/ENS and
completing the online validation process OR complete the question section below and return to Link Market Services in the reply paid envelope
enclosed. Questions will need to be submitted by 3pm on Sunday 26 November 2017. The Board will address and answer questions at the
Special Meeting.



SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed.

Security holder 1 Security holder 2 Security holder 3


or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name Contact Daytime Telephone Date


Electronic Investor Communications:
If you received the Notice of Meeting & Proxy by mail and wish to receive your future investor communications by email please provide your
email address below.

Question: