Rights Issue Offer Document and Application Form

ENPRISE GROUP LIMITED

OFFER DOCUMENT
1 for 10 entitlement offer of ordinary shares
Dated 4 November 2017




















This Offer Document may not be distributed outside New Zealand except to certain wholesale
investors in Australia and to the extent contemplated in this Offer Document.

IMPORTANT NOTICE
This Offer Document has been prepared by Enprise Group in connection with a 1 for 10 entitlement
offer. The Offer is made to Eligible Shareholders pursuant to the exclusion in clause 19 of schedule 1
of the Financial Markets Conduct Act 2013. This document is not a product disclosure statement for
the purposes of the Financial Markets Conduct Act 2013, and does not contain all of the information
that an investor would find in a product disclosure statement or which may be required to make an
informed decision about the Offer or Enprise Group.
ADDITIONAL INFORMATION AVAILABLE UNDER ENPRISE GROUP’S DISCLOSURE OBLIGATIONS
Enprise Group is subject to continuous disclosure obligations under the Listing Rules which require it
to notify certain material information to NZX. Market releases by Enprise Group, including its most
recent annual report (for the year ended 31 March 2017), are available at nzx.com under the stock
code ENS and on Enprise Group’s website, www.enprise.com.
Enprise Group may, during the Offer, make additional releases to NZX. No release by Enprise Group
to NZX will permit an Applicant to withdraw any previously submitted Application without Enprise
Group’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Document and
the date of allotment of New Shares. Any changes in the market price of Shares will not affect the
Application Price, and the market price of New Shares following allotment may be higher or lower
than the Application Price.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders,
which shareholders are:
 Wholesale Shareholders with a registered address in Australia; and
 All Shareholders with a registered address in New Zealand.
This Offer Document does not constitute an offer or invitation in any country in which, or to any
person to whom, it would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person outside New Zealand in circumstances
in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this
Offer Document (including an electronic copy) outside New Zealand may be restricted by law. In
particular, this Offer Document may not be distributed to any person, and the New Shares may not
be offered or sold, in any country outside New Zealand except as detailed in this Offer Document, or
as Enprise Group may otherwise determine in compliance with applicable laws.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Firm, or your solicitor, accountant or other
professional adviser. If you have any questions about the number of New Shares shown on your
Entitlement and Acceptance Form, or how to complete the Entitlement and Acceptance Form or
online application, please contact the Registrar.

LETTER FROM THE CHAIRMAN
Dear fellow shareholder,
Enprise is raising equity to repay debt incurred for the acquisition of 47% of Kilimanjaro Consulting
Pty Limited and provide for future growth.
On behalf of the directors of Enprise Group Limited (Enprise), we are pleased to offer you the
opportunity to participate in our non-renounceable rights issue. As the leading MYOB Exo and MYOB
Advanced consultancy in New Zealand, Enprise wishes to be in a position to capitalise on growth
opportunities when they arise in the best interest of all shareholders.
Enprise shares have been issued to the shareholders of Kilimanjaro Consulting Pty Limited at NZD
$1.39 (AUD$1.28) per share and this right issue is at that price.
The offer enables you to take up 1 share for every 10 shares you currently hold. If you choose not to
invest, the additional dilution after the placement could be up to 9.1%. Whether or not you want to
take up the rights, your Board feels it is important that all shareholders have the opportunity to
invest at the placement price.

Yours sincerely


Lindsay Phillips
Chairman

KEY TERMS OF THE OFFER
Issuer Enprise Group Limited.
Eligible Shareholders A Shareholder with a registered address in New Zealand at 5.00pm
(NZ time) on the Record Date
A Wholesale Shareholder with a registered address in Australia at
5.00pm (NZ time) on the Record Date
Application Price NZD $1.39 per New Share, which sum is payable by shareholders
with a registered address in New Zealand, or AUD $1.28 per New
Share which sum is payable by Wholesale Shareholders with a
registered address in Australia.
The Application price represented a 30.5% discount to the current
market price for the Company’s shares as at the date of the
announcement of this Offer to the market.
Offer size Approximate amount to be raised under the Offer: NZD $1,185,203.
New Shares The same class as (and ranking equally with) Existing Shares at the
time of allotment of the New Shares.
Shares currently on issue 8,526,645.
Number of New Shares
being offered Up to 852,664 New Shares.
The Offer A pro rata entitlement offer of 1 New Share for every 10 Existing
Shares held at 5.00pm (NZ time) on the Record Date, with fractional
entitlements being rounded down to the nearest share. There is no
rights trading. New Shares not taken up or attributable to Ineligible
Shareholders may be offered to Wholesale Investors by the Issuer at
the discretion of the Board.
How to apply An application by an Eligible Retail Shareholder must be made on
the personalised Entitlement and Acceptance Form that has been
provided, accompanied with payment in New Zealand dollars.
Underwriting The Offer is not underwritten.

IMPORTANT DATES
Event Date
Record Date 5.00pm (NZ time), 3 November
2017
Dispatch of Offer Documents and Entitlement
and Acceptance Forms 6 November 2017
Offer opens 10.00am (NZ time), 6 November
2017
Offer closes (Closing Date) 5.00pm (NZ time), 24 November
2017
Settlement of Retail Entitlement Offer, and commencement
of trading of allotted New Shares on the NZAX Market 30 November 2017
The dates above are subject to change and are indicative only. Enprise Group reserves the right to
amend this timetable (including by extending the Closing Date) subject to applicable laws and the
Listing Rules. Enprise Group reserves the right to withdraw the Offer at any time at its absolute
discretion.

ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS
If you are an Eligible Shareholder you may take the following actions:
 take up all of your Entitlement
 take up part of your Entitlement, or
 do nothing.
The Offer is a pro rata offer to Eligible Shareholders. Eligible Shareholders who take up their
Entitlement in full will not have their percentage shareholding in Enprise Group reduced by the
Offer. Eligible Shareholders who do not take up all or any of their Entitlement will have their
shareholdings diluted by the Offer. If you only take up part of your Entitlement or do nothing, any
New Shares attributable to your Entitlement not taken up may be offered by Enprise Group to
wholesale investors.
Actions to be taken by Eligible shareholders
If you are an Eligible Shareholder and you wish to take up all or part of your Entitlement you should:
 complete your personalised Entitlement and Acceptance Form in accordance with the
instructions set out on that form.
 make payment by direct debit, or attach your cheque or bank draft in New Zealand dollars (if
your registered address is in New Zealand) or Australian dollars (if your registered address is
in Australia and you are a Wholesale Shareholder) to the completed Entitlement and
Acceptance Form, for the amount required to be paid in accordance with the payment
instructions set out below.
 return your completed Entitlement and Acceptance Form and your payment to the
Registrar, or any NZX Firm, in sufficient time for the documents to be forwarded to and
received by the Registrar no later than 5.00pm (NZ time) on 24 November 2017. Your
completed Entitlement and Acceptance Form and your payment must not be returned
directly to Enprise Group.
Contact details for the Registrar are set out in the Directory.
Alternatively, you may apply online in accordance with the instructions for online Applications
below.
Payment Instructions
Payment must be made in full on Application by paying NZD $1.39 per New Share, if you are a
shareholder with a registered address in New Zealand, or AUD $1.28 per New Share, if you are a
Wholesale Shareholder with a registered address in Australia.
Payment is to be made in New Zealand dollars (by shareholders with a registered address in New
Zealand), or Australian dollars (by Wholesale Shareholders with a registered address in Australia) by
direct debit, cheque or bank draft or by such other method of payment agreed as acceptable to
Enprise Group. Please make payment by only one method.
If there is a discrepancy between the amount of Application Monies (by way of direct debit, cheque,
or bank draft) and the number of New Shares indicated as your Entitlement on your Entitlement and
Acceptance Form, Enprise Group will treat the Application as being for the lower of your Entitlement
and the number of New Shares the Application Monies will pay for.

Payment Options
Direct debit: If you provide your bank account information to make payment by direct debit, you
authorise the Registrar to initiate a direct debit for the total amount payable on the day the
Entitlement and Acceptance Form is received by the Registrar. You cannot specify a direct debit
date and you must ensure that:
 the bank account details supplied are correct.
 the application funds in the bank account for direct debit are available on the day the
Registrar receives your Entitlement and Acceptance Form.
 the person(s) giving the direct debit instruction has/have the authority to operate the
account solely/jointly, and
 the bank account you nominated is a transactional account eligible for direct debit
transactions.
If you are uncertain you should contact your bank. Please note that payment by direct debit may
not be available for online savings accounts.
The authorised account signatory, or signatories if required, must sign the Entitlement and
Acceptance Form because this is required as authorisation by the banks for the Registrar to process
the direct debit. Should your direct debit be rejected by the bank, your Application may be rejected.
If requested, a direct debit authority form will be provided to you by the Registrar.
Cheque or Bank Draft:
For shareholders with a registered address in New Zealand, payment may be made by bank draft in
New Zealand dollars or a cheque drawn from a New Zealand bank and made out in New Zealand
dollars.
For Wholesale Shareholders with a registered address in Australia, payment may be made by bank
draft in Australian dollars or a cheque drawn from an Australian bank and made out in Australian
dollars.
Cheques must be made payable to ‘Enprise Group Entitlement Offer’, crossed ‘Not Transferable’ and
must not be post-dated as cheques will be banked on the day of receipt. Cheques or bank drafts not
in New Zealand or Australian dollars will not be accepted. If your cheque is dishonoured Enprise
Group may reject your Application, cancel your allotment of New Shares and pursue any other
remedies available to it at law.
Application Monies received will be held in a trust account with the Registrar until the corresponding
New Shares are allotted or the Application Monies are refunded. Interest earned on the Application
Monies will be for the benefit, and remain the property, of Enprise Group and will be retained by
Enprise Group whether or not the issue of New Shares takes place. Any refunds of Application
Monies will be made within 10 Business Days of allotment (or the date that the decision not to
accept an Application is made, as the case may be).
Returning your Entitlement and Acceptance Form
Completed forms, direct debit instructions and cheques or bank drafts are required to be returned
to Enprise Group c/o Link Market Services Limited in one of the following ways:
Mail: Place in the reply paid envelope provided (if mailing from within New Zealand), or if
mailing from outside New Zealand place in an envelope, affix the necessary postage
and address to:
PO Box 91976,Auckland 1142, New Zealand

Deliver: Level 11, Deloitte Centre, 80 Queen Street, Auckland
Fax: (for direct debit payments only) +64 9 375 5990
Email: (for direct debit payments only) applications@linkmarketservices.co.nz (please
include ‘ENS Entitlement Offer’ as the subject of the email).
Applications must arrive no later than 5.00pm (NZ time), on 24 November 2017, or if sent to any
NZX Firm, in sufficient time to be forwarded to, and received by, the Registrar no later than 5.00pm
(NZ time), on 24 November 2017. Enprise Group may accept late Applications and Application
Monies, but has no obligation to do so. Enprise Group may accept or reject (at its discretion) any
Entitlement and Acceptance Form which it considers to have been completed incorrectly, and may
correct any errors or omissions on any Entitlement and Acceptance Form. Once submitted, an
Application may not be withdrawn without Enprise Group’s prior consent.

BUSINESS OVERVIEW
Enprise Group consists of three software business units that provide accounting and integrated data
management solutions to small and medium-sized enterprises in the global market.
These business units are:

 100% of Enprise Solutions;
 47% share in Kilimanjaro Consulting Pty Limited; and
 41% share in Datagate Innovation Limited.

A summary of the operations for the respective business divisions is provided below. A more
comprehensive explanation of those business divisions is provided subsequently in this Disclosure
Document.

Enprise Solutions
Enprise Solutions is a Platinum MYOB Enterprise reseller that has offices in Auckland, Hamilton,
Wellington, Sydney and Melbourne. Servicing approximately 700 customers (with approximately
1,000 legal entities) throughout Australasia. Enprise 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.
Enprise has the competitive advantage of being the largest, most experienced New Zealand reseller
and the only trans-Tasman reseller of the very popular MYOB EXO business software package.
Enprise is the logical choice for businesses that are New Zealand based or have offices in both New
Zealand and Australia, and want MYOB EXO software.
Kilimanjaro Consulting Pty Limited
Kilimanjaro Consulting 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.
The proposed put option for the remaining 53% can be exercised between 1 September 2019 and 30
August 2020 at a price of NZD $1.39 per share.
Datagate Innovation Limited
Enprise holds a 42.95% shareholding in Datagate Innovation Limited, which company provides online
reporting and billing portals for telcos, utility companies and hosted service providers under a
Software-as-a-Service (SaaS) model. It is unique in the sector because it enables resellers to provide
a range of aggregated services to their business customers with minimal investment in technology or
back office resource. The cloud-hosted SaaS model allows global deployment with a business case
that stacks up for small regional business services suppliers as well as large international providers.

Datagate is currently building up its base of customers in New Zealand before taking the product to
offshore markets. Datagate has recently signed its first US customer. Enprise took a similar

approach with the globalisation of EMS-Cortex and in fact many of EMS-Cortex’s customers are also
potential customers for Datagate.

Datagate was founded by Tim Mulcock, who was also a founder of EMS-Cortex, a Cloud Control
Panel software business previously owned by Enprise and sold to Citrix Corporation in 2011.
Datagate has similarities to EMS-Cortex in that they share a similar target market of Telcos and
Hosted Service Providers.
At the price of the last share issue in Datagate on 2 October 2017 of $1.50 per share, the shares
Enprise hold (1,708,333) would have a market value of $2,562,499. The carrying value of the shares
at 31 March 2017 was $1,236,606. The difference between the carrying value at 31 March 2017 and
the latest investment round is $1,325,893.

DETAILS OF THE OFFER
The Offer
The Offer is an offer of New Shares to Eligible Shareholders under a pro rata entitlement issue.
Under the Offer, Eligible Shareholders are entitled to subscribe for 1 New Share for every 10 Existing
Shares held at 5.00pm (NZ time) on the Record Date. 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 Enprise Group 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 if the Offer is fully
subscribed.
Enprise Group will raise a total of approximately $1,185,203 through the Offer if the Offer is fully
subscribed.
New Shares will, from the date they are allotted, rank equally with Existing Shares.
Application Price
The Application Price is NZD $1.39 (AUD $ 1.28) per New Share.
The Application price represented a 30.5% discount to the current market price for the Company’s
shares as at the date of the announcement of this Offer to the market.
The Application Price must be paid in full on application. Payment of the Application Price must be
made, together with a completed Entitlement and Acceptance Form, and delivered to the Registrar
in accordance with the instructions set out on the reverse of that form. Enprise Group may accept
late Applications and Application Monies, but has no obligation to do so. Enprise Group may accept
or reject (at its discretion) any Entitlement and Acceptance Form which it considers to have been
completed incorrectly, and may correct any errors or omissions on any Entitlement and Acceptance
Form. Once submitted an Application may not be withdrawn without Enprise Group’s prior consent.
Application Monies received will be held in a trust account with the Registrar until the corresponding
New Shares are allotted or the Application Monies are refunded. Interest earned on the Application
Monies will be for the benefit, and remain the property, of Enprise Group and will be retained by
Enprise Group whether or not the issue of New Shares takes place. Any refunds of Application
Monies will be made within 10 Business Days of allotment (or the date that the decision not to
accept an Application is made, as the case may be).
Withdrawal
Enprise Group reserves the right to withdraw the Offer at any time at its absolute discretion. If any
Application is not accepted, all applicable Application Monies will be refunded without the payment
of any interest on those moneys refunded.
Purpose of the Offer
Enprise Group intends that the net proceeds of the Offer will be used to repay debt, provide working
capital to grow the business and to be in a financial position to take advantage of opportunities
should they arise.
Offer Overview
Enprise Group is offering Eligible Shareholders the opportunity to subscribe for 1 New Share for
every 10 Existing Shares held as at 5.00pm (NZ time) on the Record Date, at an Application Price of
NZD $1.39 ($1.28 AUD) per New Share.

The Offer opens at 10.00am (NZ time) on 6 November 2017 and closes at 5.00pm (NZ time) on 24
November 2017 (subject to Enprise Group’s right to modify these dates). Entitlements will not be
listed and cannot be traded on the NZAX Market or privately transferred.
Eligibility under the Offer
The Offer is only open to Eligible Shareholders. Eligible Shareholders are those persons who:
 are registered as Shareholders at 5.00pm (NZ time) on the Record Date and have a
registered address in New Zealand; or
 who are Wholesale Shareholders at 5.00pm (NZ time) on the Record Date and have a
registered address in Australia.
If you sell any Shares (and that sale settles) prior to 5.00pm (NZ time) on the Record Date, then the
Entitlements attributable to those Shares will accrue to the holder of those Shares as at 5.00pm (NZ
time) on the Record Date. If you have acquired Shares (and that sale settles) after the Record Date,
you will not receive any Entitlements in relation to those Shares. The Offer does not constitute an
offer to any person who is not an Eligible Shareholder.
Enprise Group reserves the right to reject any Application for New Shares under the Offer that it
considers comes from a person who is not an Eligible Retail Shareholder.
Acceptance of Entitlement under the Offer
The Entitlement and Acceptance Form distributed to Eligible Shareholders with this Offer Document
sets out an Eligible Shareholder’s Entitlement to participate in the Retail Entitlement Offer.
Applications for New Shares by Eligible Shareholders can only be made on the personalised
Entitlement and Acceptance Form sent with this Offer Document. Applications in excess of an
Eligible Shareholder’s Entitlement will not be accepted.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an
Eligible Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be
rounded down to the nearest whole number. Eligible Shareholders are not obliged to subscribe for
any or all of the New Shares to which they are entitled under the Offer. They may take up some or
all of their Entitlement or allow some or all of their Entitlement to lapse. None of Enprise Group, the
Registrar or any of their respective directors, officers, employees, agents, or advisers accept any
liability or responsibility to determine whether a person is eligible to participate in this Offer.
The New Shares
Each Share confers the right to vote at meetings, subject to any voting restrictions imposed on
Shareholders under Enprise Group’s constitution or the Listing Rules. On a show of hands or by
voice, every Shareholder present in person or by proxy or representative has one vote for each
Share they hold. On a poll, every Shareholder present in person or by proxy or representative has
one vote for each Share they hold. Each Share confers a right to a pro rata share of any dividend
authorised by the Board on Shares, and to any distribution of surplus assets of Enprise Group on
liquidation.
Applicants for New Shares will be bound by Enprise Group’s constitution and the terms of the Offer
set out in this Offer Document. New Shares issued under the Offer will rank equally with the Existing
Shares on issue.

Listing
Entitlements will not be listed and cannot be traded on the NZAX Market or privately transferred.
The New Shares have been accepted for quotation by NZX and will be quoted on the NZAX Market
upon completion of allotment procedures. The NZAX Market is a licensed market under the
Financial Markets Conduct Act 2013. However, NZX accepts no responsibility for any statement in
this Offer Document. It is expected that trading on the NZAX Market of the New Shares issued under
the Offer will commence on 30 November 2017.
Holding statements for New Shares allotted under the Offer will be issued and mailed as soon as
practicable after allotment. Applicants under the Offer should ascertain their allocation before
trading in the New Shares. Applicants can do so by contacting the Registrar, whose contact details
are set out in the Directory. Applicants selling New Shares prior to receiving a holding statement do
so at their own risk. None of Enprise Group, the Registrar, nor any of their respective directors,
officers, employees, agents, or advisers, accept any liability or responsibility should any person
attempt to sell or otherwise deal with New Shares before the holding statement showing the
number of New Shares allotted to the Applicant is received by the Applicant for those New Shares.
Overseas shareholders
The Offer is open only to Shareholders with a registered address in New Zealand or Wholesale
Shareholders with a registered address in Australia at 5.00pm (NZ time) on the Record Date.
This Offer Document is not to be sent or given to any person outside New Zealand in circumstances
in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this
Offer Document (including an electronic copy) outside New Zealand may be restricted by law. If you
come into possession of this Offer Document, you should observe any such restrictions. Any failure
to comply with such restrictions may contravene applicable securities law. Enprise Group disclaims
all liability to such persons. The Offer is not open in other jurisdictions as Enprise Group considers
that it is unduly onerous for Enprise Group to make the Offer into those jurisdictions. Shareholders
with a registered address in those jurisdictions will not be able to take up their Entitlement.
No person may purchase, offer, sell, distribute or deliver New Shares, or be in possession of, or
distribute to any other person, any offering material or any documents in connection with the New
Shares, in any jurisdiction other than in compliance with all applicable laws and regulations
Broker
No investor will pay brokerage on taking up their Entitlement or as a subscriber for New Shares
under the Offer.
Governing Law
This Offer Document, the Offer and any contract resulting from it are governed by the laws of New
Zealand, and each Applicant submits to the exclusive jurisdiction of the courts of New Zealand.
Times, Currency and Laws
All references in this Offer Document to times and dates are to New Zealand, all references to
currency are to New Zealand dollars, and all references to applicable statutes and regulations are
(unless otherwise stated) references to New Zealand statues and regulations.

GLOSSARY
Allotment Date means the date for allotment of New Shares under the Offer, expected to be
on or about 30 November 2017.
Applicant means an investor whose application for New Shares has been received by
the Registrar.
Application means an application to subscribe for New Shares under this Offer
Document.
Application Monies means monies received from Applicants in respect of their Applications.
Application Price means NZD $1.39 per New Share, which sum is payable by shareholders
with a registered address in New Zealand, or AUD $1.28 per New Share
which sum is payable by Wholesale Shareholders with a registered address
in Australia.
Board means the board of directors of Enprise Group.
Business Day has the meaning given to that term in the Listing Rules.
Closing Date means 5.00pm (NZ time) on 24 November 2017.
Eligible Shareholder means a Shareholder who as at 5.00pm (NZ time) on the Record Date:
 is registered as a Shareholder at 5.00pm (NZ time) on the Record
Date and has a registered address in New Zealand; or
 is a Wholesale Shareholder at 5.00pm (NZ time) on the Record Date
and has a registered address in Australia.
Enprise Group means Enprise Group Limited.
Entitlement means the right to subscribe for 1 New Share for every 10 Existing Shares at
the Application Price.
Entitlement and
Acceptance Form means the personalised entitlement and acceptance form provided to
Eligible Shareholders.
Existing Share means a fully paid ordinary share in Enprise Group on issue at 5.00pm (NZ
time) on the Record Date.
Ineligible Shareholders means Shareholders other than Eligible Shareholders.
Listing Rules means the listing rules of the NZAX Market
New Share means an ordinary share in Enprise Group offered under the Offer of the
same class as (and ranking equally in all respects with) Existing Shares at the
time of allotment of the New Shares.
NZAX Market means the New Zealand Alternative Market operated by NZX.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm under the Participant Rules of
NZX.

Offer means the offer of New Shares to Eligible Shareholders.
Offer Document means this document.
Record Date means 5 pm on 3 November 2017.
Registrar means Link Market Services Limited.
Wholesale Shareholder means a shareholder in Enprise Group who has a registered address in
Australia, and who Enprise Group 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) (as modified by any applicable
regulatory instrument).

DIRECTORY
Issuer
Enprise Group Limited
16 Hugo Johnston Drive
Penrose
Auckland 1061
or
PO Box 62262
Sylvia Park
Auckland 1644
T: 64 9 829 5500
E: info@enprise.com

Directors of Enprise Group Limited
George Elliot Cooper
Nicholas James Paul
Lindsay John Phillips

Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
or
PO Box 91976
Victoria Street West
Auckland 1142
Toll free: 0800 377 388
T: 64 9 375 5998
W: linkmarketservices.co.nz
E: enquiries@linkmarketservices.co.nz

Legal Advisor
Sean Joyce – Corporate Counsel
Level 26, PricewaterhouseCoopers Tower
188 Quay Street
PO Box 105 745
Auckland 1143
T: 021 865 704
E: sean@corporate-counsel.co.nz

---

IMPORTANT: THIS DOCUMENT REQUIRES YOUR IMMEDIATE ATTENTION
ENTITLEMENT AND ACCEPTANCE FORM
1 FOR 10 ENTITLEMENT OFFER OF UP TO 852,664 ORDINARY SHARES
ISSUED ON A FULLY PAID BASIS WITH NZ$1.39 (AU$1.28) PER NEW SHARE PAYABLE ON APPLICATION
Instructions for the completion of this Entitlement and Acceptance Form are enclosed. Please read the EXPLANATION OF ENTITLEMENT before
completing this form. If you are in any doubt as to how to deal with this Entitlement Offer please consult an NZX Primary Market Participant, or your
lawyer, accountant or other professional adviser.

Please complete this section and return in the manner set out on the enclosed instructions.

ENTITLEMENT AND ACCEPTANCE
Shares held on the Record Date
(5:00 pm 3 November 2017):

Your full Entitlement to New Shares: Total application amount payable for
full Entitlement:
NZ$

COMPLETE THIS SECTION TO APPLY FOR ALL OR SOME OF YOUR ENTITLEMENT
Please complete the following to accept your Entitlement and calculate the amount payable at the issue price of NZ$1.39 per New Share.
Number of New Shares applied for


Amount payable per New Share Payment Amount

X
NZ$1.39
=
NZ$



IMPORTANT: If you choose to take up all or some of your Entitlement, this Entitlement and Acceptance Form, together with the total amount
payable on acceptance, must be forwarded in the reply paid envelope accompanying the Offer Document (or returned by means of one of the other
methods set out in the instructions) so as to be received by Link Market Services Limited (Registrar) NOT LATER THAN 5.00 pm, 24 November 2017.
If you do not take up any of your Rights they will lapse and you will not be able to subscribe for any New Shares. Shareholders wishing to apply in
Australian Dollar should amend the Application Form accordingly and contact the Registrar to complete payment

PAYMENT: YOU MAY ONLY CHOOSE ONE OPTION
Option 1: DIRECT DEBIT
A direct debit allows the Enprise Group or its agent to deduct money from your nominated bank account as payment for your application. If
you wish to make payment by this method, please complete your account details below. By signing this Entitlement and Acceptance Form, the
signatory agrees that the Enprise Group or its agent is authorised to direct debit the bank account below for the total amount payable in
accordance with the terms specified in the Explanation of Entitlement.
Account Name:____________________________________________ Name of Bank________________________________________________
-
Bank Branch Account number Suffix

Option 2: CHEQUE
Please attach your cheque for the total amount payable. Your cheque must be for immediate value drawn on a New Zealand bank, or bank draft in
New Zealand currency, made out to “Enprise Group Rights Offer”. Cheques should be crossed 'Not Transferable'. Post-dated cheques will not be
accepted. If your cheque dishonours, your application will be rejected.

SIGNATURE
Please read the APPLICATION TERMS AND INSTRUCTIONS on the back of this Form before completing (All holders as named in the top part of this Form must sign).



Email:

THIS FORM, TOGETHER WITH THE TOTAL AMOUNT PAYABLE ON APPLICATION, MUST BE RETURNED SO AS TO BE RECEIVED BY LINK MARKET SERVICES LIMITED NOT
LATER THAN 5PM, 24 NOVEMBER 2017
Date 2017 Daytime mobile number:
Shareholder Details
«Reg_Line_5»
«Reg_Line_6»
Shareholding as at 5:00pm on 3 November 2017: <number>

CSN/Holder Number: <CSN>
<BARCODE>

OFFER CLOSES 5:00pm, 24 November 207

PLEASE READ THE FOLLOWING, WHICH CONTAINS A DETAILED EXPLANATION OF YOUR ENTITLEMENT
BEFORE COMPLETING THE ENTITLEMENT AND ACCEPTANCE FORM
APPLICATION TERMS
By returning the Entitlement and Acceptance Form I/We:
 Acknowledge that the Entitlement and Acceptance Form was distributed with the Offer Document for the 1 for 10 Renounceable Rights Issue
and that I/we have received and read a copy of the Offer Document in full and agree to be bound by the Constitution of Enprise Group Limited
and the terms and conditions of the Offer (including the representations and warranties contained in the Offer Document and the Entitlement
and Acceptance Form).
 Acknowledge that the information contained in the Offer Document and the Entitlement and Acceptance Form is not a recommendation to
acquire New Shares or financial product advice or that the New Shares are suitable for me/us, given my/our investment objectives, financial or
taxation situation or particular needs.
 Represent and warrant that all details and statements in the Entitlement and Acceptance Form are complete and accurate.
 Represent and warrant that I/we have a registered address in New Zealand or, where I/we have a registered address in a jurisdiction other than
New Zealand, the law of such other jurisdiction does not prohibit me/us from being given the Offer Document or making an application on the
Entitlement and Acceptance Form and the offer of New Shares can be lawfully made pursuant to the Offer Document.
 Apply for the number of New Shares set out on the Entitlement and Acceptance Form and agree to be issued such number of New Shares.
 Acknowledge that once the Entitlement and Acceptance Form is returned, the application may not be varied or withdrawn except as required
by law.
 Authorise Enprise Group Limited to do anything on my/our behalf necessary for the New Shares to be issued to me/us, including executing any
documents to effect the issue of New Shares.

EXPLANATION OF ENTITLEMENT
1. The Entitlement and Acceptance Form sets out the number of New Shares to which you are entitled.
2. You are eligible to apply for that number of New Shares.
3. You may apply for all or some of your Entitlement of New Shares or none at all.
4. If you choose to not take up your Rights or take up only some of your Rights, your shareholding in Enprise Group Limited will be diluted.
5. To subscribe for New Shares, you must complete the Entitlement and Acceptance Form.
6. Applications, once made, cannot be withdrawn.
7. Applications made in excess of your Entitlement will not be processed.

APPLICATION INSTRUCTIONS
1. The subscription price payable upon application under the Rights Offer for each New Share is NZ$1.39. You must pay in full upon application.
2. Payments are to be made in New Zealand dollars by personal or bank cheque, bank draft or direct debit as per the instructions in the enclosed
Offer Document. Cheques or bank drafts must be made payable to ‘Enprise Group Offer’ and crossed ‘Not Transferable’.
3. An application by a company must be signed on behalf of the company by a person/persons duly authorised for that purpose.
4. Joint holders must all sign.
5. An application may be executed by an attorney, in which case the relevant Power of Attorney, if it has not already been noted by the Registrar,
must accompany this acceptance.
6. This application constitutes an irrevocable offer by the Applicant to subscribe for the number, or dollar amount of, New Shares specified in the
Entitlement and Acceptance Form, on the terms and conditions set out in the Offer Document and the Entitlement and Acceptance Form.
7. If the Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be
treated as valid. Applicants will not however be treated as having offered to purchase a greater number of New Shares other than the number
for which payment is made. Application Monies will be banked upon receipt into an account. If Application Monies are paid by a cheque which
does not clear, that application may be rejected or an allotment made to the Applicant may be cancelled.
8. Expressions defined in the Offer Document have the same meanings in the Entitlement and Acceptance Form. The Entitlement and Acceptance
Form is governed by New Zealand law. Personal information provided by you will be held by Enprise Group Limited or the Registrar, at the
addresses shown in the Directory of the Offer Document or at such other place as is notified upon request. This information will be used for the
purpose of administering your investment. Under the Privacy Act 1993, you have the right to access and correct any personal information held
about you.
9. When completed, the Entitlement and Acceptance Form together with the appropriate payment should be delivered to the Registrar in
accordance with one of the methods specified below.
10. Applications must be received by the Registrar no later than 5.00pm (New Zealand time) on 24 November 2017. Enprise Group Limited may
amend this date at its discretion, subject to any necessary approvals of NZX.

Mail Place this completed Form (together with the appropriate payment) in the reply paid envelope provided and
mail to Link Market Services, PO Box 91976, Victoria Street West, Auckland 1142
Deliver Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland
Fax
(Direct debit payments only)
+64 9 375 5990
Email
(Direct debit payments only)
applications@linkmarketservices.co.nz
Please use “ENS Rights Offer” as the email subject