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 Tuesday 24 September 2019
commencing at 1.00 pm (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 George Elliot Cooper
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Elliot Cooper, who retires 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
an Executive Director of the Company.”

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

“That Marisa Fong, be appointed 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 1.00pm on
Friday 20 September 2019, 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
2 September 2019

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

RESOLUTION 1: Re-election of George Cooper

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.

George Cooper – Executive Director
Appointed to the board on 10th April 2012.
Elliot Cooper is the Chief Executive Officer having held that position since 11 September 2015. Elliot is
a co-founder and executive director of Enprise, and formerly held the Enprise Group CFO role. In
addition to his financial expertise Elliot has extensive experience in the financial software business
and, alongside Datagate CEO Mark Loveys, was a designer of popular software products including
Enprise Job and Exonet, now renamed MYOB EXO.

No nominations for directors were received from shareholders.

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

RESOLUTION2: Election of Marisa Fong

Background
On 1 February 2019 the Board appointed Marisa Fong 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 Mrs Fongs’ working experience is provided below.

Marisa Fong – Non-executive Director
Appointed to the board on 1
st
February2019.
Marisa Fong is a non-Executive Director of the Company. Marisa co-founded The Madison Group in
1998, successfully growing it to become New Zealand’s largest, privately owned Recruitment
Company. Having won numerous awards, it was acquired in 2013 by listed public company AWF, in a
textbook deal that set a precedent for the industry.

Marisa’s memberships include: FKA (Flying Kiwi Angels), NZ Asian Leaders, Institute of Directors,
Entrepreneurs Organisation and Global Women. She is co-founder of TBC Partners, a consultancy
that supports Founder/Owners of private enterprise on their entrepreneurial journey and is in the
throes of launching a new startup in the skincare space with an international focus. Marisa is
passionate about NZ Inc. and channels all her commercial and advisory involvement accordingly.

Marisa has created a portfolio of angel investments and supports causes close to her heart. She is
currently an Advisory Board member for NZ Work Research Institute (an adjunct of AUT); an Advisory
Board member for Weirdly (a SaaS that identifies best culture fit for organisations with high volume

recruitment needs); is a Trustee of Simplicity, a new not-for-profit low fees Kiwisaver Fund; and is a
Category Judge for New Zealander of the Year.

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

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

Background
The Board appointed Baker Tilly Staples Rodway to complete the audit for the financial years 2016,
2017, 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 2019 ANNUAL MEETING
The Enprise Group Limited Annual Meeting of Shareholders will be held at Level 2, 16 Hugo Johnston Drive, Penrose,
Auckland on Tuesday 24 September 2019 commencing at 1:00 pm (NZST).

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, but have indicated on this form how you wish to
vote, the Chairman of the Meeting will vote in accordance
with your express instructions.

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
This Proxy Form may be signed by either, or on behalf of,
the joint shareholders (or their duly authorized attorney).

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 1:00pm, Friday 20
September 2019 (NZST).

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 Tuesday 24 September 2019
commencing at 1:00 pm (NZST) and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

ORDINARY RESOLUTIONS


1. That Elliot Cooper, who retires 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 an Executive Director of the Company.

2. That Marisa Fong, be appointed 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 Friday 20 September
2019. 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: