Notice Of Meeting – AGM

Enprise Group Limited
NZ Company No. 1562383
NOTICE OF ANNUAL MEETING

Notice is given that an Annual Meeting of shareholders of Enprise Group Limited (Company) will be
held at Level 2, 16 Hugo Johnston Drive, Penrose, Auckland on Wednesday 26 September 2018
commencing at 11.00 am (Auckland time) for the purpose of transacting the business set out in this
Notice.

The Explanatory Statement to this Notice provides additional information on matters to be
considered at the Meeting. The Explanatory Statement and the Proxy Form forms part of this notice.

ORDINARY BUSINESS

1. Re-election of Lindsay Phillips
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Lindsay Phillips, who retires by rotation in accordance with clause 7.7 of the
Company’s Constitution, and having offered himself for re-election and being eligible, is re-
elected as a Non-Executive Director of the Company.”

2. Election of Ronald Baskind
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Ronald Baskind, be elected as a Director of the Company.”

3. Authority to fix Auditor’s fees and expenses
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That, for the purposes of section 207S of the Companies Act 1993 (NZ), the Directors be
authorised to fix the Auditor’s remuneration”.

Proxies and representatives
Shareholders may exercise their right to vote at the meeting either by being present in person or by
appointing a proxy to attend and vote in their place. A proxy need not be a shareholder of the
Company. The Chairman of the meeting is willing to act as proxy for any shareholder who may wish
to appoint him for that purpose. A body corporate shareholder may appoint a representative to
attend the meeting on its behalf. A proxy form is enclosed with this notice.

Proxy appointments must be received by the Company’s share registry no later than 11.00am
(Auckland Time) on Monday 24 September 2018, being 48 hours before the meeting.

To appoint a proxy and vote online please visit
https://investorcentre.linkmarketservices.co.nz/voting/ENS and follow the prompts.
Shareholders will require their CSN/Holder Number and Authorisation Code (FIN) to vote online

Alternatively, please complete and return a Proxy Form in accordance with the instructions on the
reverse of the form.

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

Majorities required for approval
Ordinary resolutions require approval by more than 50% of the votes of those shareholders entitled
to vote and voting on the resolution.

By order of the Board of Directors


Lindsay Phillips
Chairman
27 August 2018

Explanatory Notes
The explanatory notes should provide the following additional information in respect of the above
resolution:

RESOLUTION 1: Re-election of Lindsay Phillips

Background
In accordance with the company’s constitution, one third of the non-executive directors are required
to retire each year. The retiring directors can then put themselves before the meeting for re-election.

Lindsay Phillips – Non-executive Director
Appointed to the board on 1st December 2013.
Lindsay Philips manages Nightingale Partners Pty Limited, a private equity fund which holds a
significant stake in Enprise Group. From 2006 to 2008, Lindsay served in the role of non-Executive
Director of the Company. From December 2013, Lindsay served in the role of non-Executive
Chairman. Lindsay has a wealth of private equity experience, having run his own funds from 1987
and Lazard Australia Private Equity from 2007-12. Lindsay holds director and supervisory board
member positions at a number of listed and unlisted companies. Lindsay is a Chartered Accountant,
having worked for Price Waterhouse from 1980-87.

No nominations for directors were received from shareholders.

The Board with Lindsay Phillips abstaining, unanimously recommends that shareholders vote in
favour of the re-election of Lindsay Phillips as a director of the Company.

RESOLUTION2: Election of Ronald Baskind

Background
On 31 January 2018 the Board appointed Ronald Baskind as a director. In terms of the constitution
of the Company, a director that is appointed by the Board is required to retire at the next general
meeting of shareholders. That director is able to seek the approval of the shareholders to be
appointed to the Board.

Details of Mr Baskinds’ working experience is provided below.

Ronald Baskind – Non-executive Director
Appointed to the board on 31
st
January 2018.
Ronald Baskind is a non-Executive Director of the Company. Ronnie has extensive experience with
MYOB enterprise division being the CEO of Enprises’ joint venture Kilimanjaro Consulting Pty Limited.

The Board with Ronald Baskind abstaining, unanimously recommends that shareholders vote in
favour of the re-election of Ronald Baskind as a director of the Company.

RESOLUTION 3: Authority to fix Auditor’s fees and expenses

Background
The Board appointed Staples Rodway to complete the audit for the financial years 2018 and 2019.
The directors can obtain the authority of the shareholders at the meeting to fix the auditors fees and
expenses in accordance with section 207S of the Companies Act 1993.

The Board unanimously recommends that shareholders vote in favour of resolution 3.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/ENS
Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online





General Enquiries
+64 9 375 5998 enquiries@linkmarketservices.com


PROXY FORM FOR THE 2018 ANNUAL MEETING
The Enprise Group Limited Annual Meeting of Shareholders will be held at Level 2, 16 Hugo Johnston Drive, Penrose,
Auckland on Wednesday 26 September 2018 commencing at 11:00 am (Auckland Time).

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 even if they
have an interest in the outcome of that resolution. The
Chairman of the Meeting and the Directors intend to vote all
discretionary proxies in favour of all resolutions.
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.


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 11:00am, Monday
24 September 2018 (Auckland Time).

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 Annual Meeting of
Shareholders of Enprise Group Limited to be held at Level 2, 16 Hugo Johnston Drive, Penrose, Auckland on Wednesday 26 September 2018
commencing at 11.00 am (NZST) and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

ORDINARY RESOLUTIONS


1. That Lindsay Phillips, who retires by rotation in accordance
with clause 7.7 of the Company’s Constitution, and having
offered himself for re-election and being eligible, is re-
elected as a Non-Executive Director of the Company.

2. That Ronald Baskind, be elected as a Director of the
Company.

3. That, for the purposes of section 207S of the Companies Act
1993 (NZ), the Directors be authorised to fix the Auditor’s
remuneration.


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 Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual
Meeting but would like to ask a question you can submit a question online by going to
https://investorcentre.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 Monday 24 September
2018. The Board will address and answer questions at the Annual 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: