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 23 December 2020
commencing at 10:00am (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 Nicholas Paul
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Nicholas Paul, who retires in accordance with the NZX Listing Rules, and having offered
himself for re-election and being eligible, is re-elected as a Director of the Company.”

2. 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”.

SPECIAL RESOLUTION

3. Replacement of Company Constitution
To consider and, if thought fit, pass the following as a special resolution of the Company:

“That the constitution, in the form tabled at the meeting, be adopted as the Company’s
constitution in place of the existing constitution.”

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 10:00am on
Monday 21 December 2020, 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.com

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

Attendance at the on-line AGM

Zoom link https://zoom.us/j/91398193920?pwd=WTBLMGE5Z1lqYmtRQ2xHZ09kY3lGQT09
Passcode: 214512

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
30 November 2020

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

RESOLUTION 1: Re-election of Nicholas Paul

Background
In accordance with Rule 2.7.1 of the Listing Rules, a director may not hold office, without being re-
elected, past the third annual meeting after his or her appointment or re-election, or for three years,
whichever is the longer. Mr Paul was last re-elected in 2017.

Details of Mr Paul’s working experience is provided below.

Nicholas Paul – Non-executive Director
Appointed to the board on 1
st
December 2015.

Nicholas Paul is a non-Executive Director of the Company. Nick has extensive sales and sales channel
management experience in both the NZ and International markets in which Enprise and its
subsidiaries operate. Nick was previously CEO of Leading Edge Communications, Sparks' largest
independent dealer partner. Nick has been the acting CEO of iSell Pty Limited since March 2020.

No other nominations for directors were received from shareholders.

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

RESOLUTION 2: Authority to fix Auditor’s fees and expenses
Background
The Board appointed RSM Hayes Audit to complete the audit for the financial years 2020.

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 2.

RESOLUTION 3: Replacement of Company constitution

Background
The NZX Listing Rules require the Company to seek shareholder approval to align its constitution with
recent changes to the NZX Listing Rules applying to the NZX Main Board. A copy of the proposed new
constitution will be tabled at the shareholders meeting and a copy is available for download from
https://enprise.com/nz/about-us/enprise-group/stock-exchange-announcements. The key changes
involved are:

• various changes to reflect the new NZX Listing Rules introduced on 1 January 2019 (as updated
form time-to-time and now-dated 3 November 2020), including:

o Directors:

▪ Rules requiring regular retirement and re-election of directors have been
changed as follows:
• Under the previous NZX Listing Rules, one third of the directors, or the
number nearest one third, must retire at the annual meeting in each
year, and are eligible for re-election. The directors to retire are those
who have been longest in office.
• Under the new NZX Listing Ruled, a director may not hold office,
without being re-elected, past the third annual meeting after his or
her appointment or re-election, or for three years, whichever is the
longer (see new Rule 2.7.1).
▪ The previous NZX Listing Rules provided that executive directors were not
required to retire by rotation. That exception has been removed.

o Board composition: including an express statement that Enprise shall comply with the
updated minimum Board composition requirements of the new NZX Listing Rules (see
new Rule 2.1.1).

o Other Changes:

▪ Changes to the definitions in Enprise’s constitution, and various other less
significant wording changes, have been made to reflect the provisions of the
Rules:
▪ References to the NZAX regulations have been removed given that the
Company is no longer listed on that market;
▪ References to the ASX have been included, in case Enprise lists on the ASX in
the future;
▪ The opportunity has also been taken to simplify the form of the constitution
by removing unnecessary repetition of provisions of the Companies Act 1993
with which Enprise must comply.

• If any of the provisions of the updated constitution are inconsistent with the NZX Listing Rules
(as amended by any waiver or ruling granted to Enprise), the NZX Listing Rules will prevail. A
copy of the NZX Listing Rules is available at https://www.nzx.com/regulation/nzx-rules-
guidance/main-board-debt-market-rules.
• The proposed alterations to Enprise’s constitution do not impose or remove a restriction on the
activities of Enprise, and accordingly no rights arise under section 110 of the Companies Act
1993.
• The Company has arranged for a solicitor’s opinion regarding the constitution’s compliance
with the NZX Listing Rules to be provided to NZX Regulation in accordance with Rule 2.19.1.

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.com Mail:
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 2020 ANNUAL MEETING
The Enprise Group Limited Annual Meeting of Shareholders will be held at Level 2, 16 Hugo Johnston Drive, Penrose,
Auckland on Wednesday 23 December 2020 commencing at 10:00am (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 10:00am, Monday, 21
December 2020 (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 Wednesday 23 December 2020
commencing at 10:00am (NZST) and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

ORDINARY RESOLUTIONS


1. That Nicholas Paul, who retires in accordance with
the NZX Listing Rules, and having offered himself for
re-election and being eligible, is re-elected as a
Director of the Company.

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

SPECIAL RESOLUTION

3. That the constitution, in the form tabled at the
meeting, be adopted as the Company’s constitution in
place of the existing constitution.


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 21 December
2020. The Board will address and answer questions at the Annual Meeting.


STEP4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.

Shareholder 1 Shareholder 2 Shareholder 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:

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Constitution of
Enprise Group
Limited

This is the constitution proposed to be adopted by shareholders of
Enprise Group Limited on 23 December 2020.

100441672/8227000.2
1

CONSTITUTION OF ENPRISE GROUP LIMITED
INTERPRETATION
1 Defined terms
1.1 In this constitution the following expressions have the following meanings:
Act means the Companies Act 1993;
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by
ASX Limited, as the context requires;
ASX Listing Rules means the listing rules of ASX and any other rules of ASX which
are applicable if the Company is admitted to the official list of ASX, each as
amended or replaced from time to time, except to the extent of any express written
waiver by ASX;
Company means Enprise Group Limited;
constitution means this constitution as it may be altered from time to time in
accordance with the Act;
Director means a person appointed as a director of the Company in accordance with
this constitution;
NZX means NZX Limited, its successors and assigns and, as the context permits,
includes any duly authorised delegate of NZX;
NZX Listing Rules means the Listing Rules applying to the NZX Main Board as
altered from time to time by NZX;
NZX Main Board means the NZX Main Board financial product market operated by
NZX (or any successor to that market);
Rules means each of the NZX Listing Rules and the ASX Listing Rules;
Share means a share in the Company; and
written or in writing in relation to words, figures and symbols includes all modes of
presenting or reproducing those words, figures and symbols in a tangible and visible
form.
1.2 Subject to clause 1.1, expressions:
(a) which are defined in the Rules (whether or not expressed with an initial
capital letter) have the meanings given by the Rules.
(b) which are defined in the Act (whether generally or for the purposes of one or
more particular provisions) have the meanings given to them by the Act.
Where an expression is defined in the Act more than once and in different

CONSTITUTION OF ENPRISE GROUP LIMITED

contexts, its meaning will be governed by the context in which it appears in
this constitution.
2 Construction
In this constitution:
2.1 headings appear as a matter of convenience and do not affect the
interpretation of this constitution;
2.2 the singular includes the plural and vice versa, and words importing one
gender include the other genders;
2.3 a reference to an enactment or any regulations is a reference to that
enactment or those regulations as amended, or to any enactment or
regulations substituted for that enactment or those regulations;
2.4 a reference to a Rule or the Rules includes that Rule or the Rules as from time
to time amended or substituted;
2.5 a reference to permitted by the Act or permitted by the Rules means not
prohibited by the Act or not prohibited by the Rules; and
2.6 the Schedules form part of this constitution.
RELATIONSHIP BETWEEN CONSTITUTION AND RULES
3 Incorporation of Rules while listed by NZX
3.1 For so long as the Company is listed by NZX:
(a) this constitution is deemed to incorporate all provisions of the NZX Listing
Rules required under the NZX Listing Rules to be contained or incorporated by
reference in this constitution, as those provisions apply from time to time
(and as modified by any waiver or ruling relevant to the Company);
(b) shareholders must not cast a vote if prohibited from doing so by the NZX
Listing Rules; and
(c) Directors must not cast a vote if prohibited from doing so by the NZX Listing
Rules.
To the extent that any provision of this constitution is expressed as being subject to
the Rules or requires compliance with the Rules, such provision will only be subject
to, or require compliance with, the Rules for so long as the Company is listed.
4 NZX waivers or rulings
If NZX has granted a waiver or ruling in relation to the Company authorising any act
or omission which in the absence of that waiver or ruling would be in contravention
of the Rules or this constitution that act or omission will, unless a contrary intention
appears in this constitution, be deemed to be authorised by the Rules and by this
constitution.

CONSTITUTION OF ENPRISE GROUP LIMITED

5 Failure to comply with Rules has limited effect in some cases
Any failure to comply with:
(a) the Rules; or
(b) A clause of this constitution corresponding with a provision of the Rules
(whether such provision is set out in full in this constitution or incorporated in
it pursuant to clause 3,
by the Company or shareholders does not affect the validity or enforceability of any
transaction, contract, action, decision or vote taken at a meeting of shareholders or
other matter entered into by, or affecting, the Company, except that a party to a
transaction or contract who knew of the non-compliance is not entitled to enforce
that transaction or contract. This clause does not limit the rights of shareholders
against the Company or the Directors.
6 Company must comply with Rules while listed
6.1 For so long as the Company is listed by NZX, the Company must comply with the
NZX Listing Rules. Subject to clause 4, if this constitution contains any provision
inconsistent with the NZX Listing Rules, then the NZX Listing Rules prevail.
6.2 If at any time the Company is admitted to the official list of ASX:
(a) notwithstanding anything contained in this constitution, if the ASX Listing
Rules prohibit an act being done, the act shall not be done;
(b) nothing in this constitution prevents an act being done that the ASX Listing
Rules require to be done;
(c) if the ASX Listing Rules require an act to be done or not to be done, authority
is given for that act to be done or not to be done (as the case may be);
(d) if the ASX Listing Rules require this constitution to contain a provision and it
does not contain such a provision, this constitution is deemed to contain that
provision;
(e) if the ASX Listing Rules require this constitution not to contain a provision and
it contains such a provision, this constitution is deemed not to contain that
provision; and
(f) if any provision of this constitution is or becomes inconsistent with the ASX
Listing Rules, this constitution is deemed not to contain that provision to the
extent of the inconsistency.
To the extent that any provision of this constitution is expressed as being subject to
the Rules or requires compliance with the Rules, such provision will only be subject
to, or require compliance with, the Rules for so long as the Company is listed.

CONSTITUTION OF ENPRISE GROUP LIMITED

SHARES AND SHAREHOLDERS
7 Board need not comply with statutory pre-emptive rights
Section 45 of the Act does not apply to the Company.
8 Further issues of Shares do not affect rights of existing shareholders
Subject to this constitution, the Board may issue Shares that rank as to voting or
distribution rights, or both, equally with or in priority to any existing Shares. Any
such issue will not be treated as an action affecting the rights attached to those
existing Shares unless the terms of issue of those Shares expressly provide
otherwise.
9 Consolidation and subdivision
The Board may:
9.1 consolidate and divide Shares or any class of Shares in proportion to those
Shares or the Shares in that class; or
9.2 subdivide Shares or any class of Shares in proportion to those Shares or the
Shares in that class.
10 Share register may be divided
The Share register may be divided into 2 or more registers kept in different places.
11 Record date for shareholder voting
The Board may determine in a notice of meeting for the purpose of voting at that
meeting that those registered shareholders as at 5 p.m. on a day not more than
2 working days before the meeting will be the only persons entitled to exercise the
right to vote at that meeting.
12 Registration of separate parcels
A shareholder or a transferee may request the Company to register the Shares held
by that person in two or more separately identifiable parcels. Where the Company
agrees to such a request, the Company may, so far as it considers convenient,
communicate with the shareholder, pay dividends and otherwise act in respect of
such parcel, as if the separately identifiable parcels belonged to different persons.
13 Board may refuse or delay transfer
The Board may in its absolute discretion refuse or delay the registration of any
transfer of Shares (subject to their terms of issue) if permitted to do so by the Act
or the Rules.
14 Compulsory sale of less than Minimum Holdings
14.1 The Company may at any time give notice to a shareholder holding less than a
Minimum Holding (as defined in the NZX Listing Rules) that if, at the expiration of 3
months after the date the notice is given, Shares then registered in the name of the
shareholder are less than a Minimum Holding the Company may sell those Shares on
market (including through a broker acting on the Company’s behalf).

CONSTITUTION OF ENPRISE GROUP LIMITED

14.2 The Board may authorise the transfer of the Shares sold by the Company under this
clause 14, and the shareholder is deemed to have authorised the Company to act on
behalf of the shareholder and to sign all necessary documents relating to the sale.
The purchaser of Shares sold by the Company under this clause 14 shall have no
obligation to ensure the proceeds of the sale of those Shares is applied in
accordance with this clause 14, nor shall the title to the Shares be affected by any
irregularity or invalidity in the procedures under this constitution relating to the sale.
The remedy of any person aggrieved by the sale is in damages only and against the
Company exclusively.
14.3 The proceeds of the sale of any Shares sold under this clause must be applied as
follows:
(a) first, in payment of any reasonable sale expenses.
(b) second, in satisfaction of any unpaid calls or any other amounts owing to the
Company in respect of the Shares.
(c) the residue, if any, must be paid to the person who was the holder
immediately before the sale or his or her executors, administrators or assigns.
14.4 A certificate, signed by a Director that records that a power of sale under this clause
has arisen and is exercisable by the Company is conclusive evidence of the facts
stated in that certificate.
15 Board may make calls on Shares
The Board may make calls on any shareholder for any money that is unpaid on that
shareholder’s Shares and not otherwise payable at a specified time or times under
this constitution or the terms of issue of those Shares or any contract for the issue
of those Shares. The First Schedule governs calls on Shares.
16 Forfeiture of Shares where calls or other amounts unpaid
The Board may exercise the rights set out in the First Schedule for forfeiture of any
Shares if the holder of those Shares fails to pay:
16.1 a call, or an instalment of a call, on those Shares; or
16.2 any amount that is payable under this constitution or the terms of issue of
those Shares or any contract for the issue of the Shares.
17 Company’s lien
The Company has a lien on Shares and dividends in respect of such Shares on the
terms set out in the First Schedule.
18 Company may acquire and hold Shares
Subject to this constitution and the Rules, the Company may:
18.1 purchase or otherwise acquire Shares issued by the Company and may hold
Shares as treasury stock; and

CONSTITUTION OF ENPRISE GROUP LIMITED

18.2 make an offer to one or more holders of Shares to acquire Shares issued by
the Company in such number or proportions as it thinks fit,
in accordance with the Act and the Rules.
19 Company may issue and redeem Shares
Subject to this constitution and the Rules, the Company may:
19.1 issue or redeem redeemable Shares; and
19.2 exercise an option to redeem redeemable Shares issued by the Company in
relation to one or more holders of redeemable Shares,
in accordance with the Act and the Rules.
20 Board deductions from distribution
The Board may, at its discretion, deduct from any dividend or other distribution
payable to a shareholder any amount owed by the shareholder to the Company in
respect of which the Company has a lien over the specific Shares on which the
dividend or other distribution is payable. The Board must deduct from any dividend
or other distribution payable to any shareholder any amount it is required by law to
deduct, including withholding and other taxes.
21 Distributions do not bear interest
No dividend or other distribution shall bear interest against the Company unless the
applicable terms of issue expressly provide otherwise.
22 Unclaimed moneys
All dividends and other distributions, and any other moneys payable to any
shareholder or former shareholder in respect of Shares, unclaimed for one year after
the due date for payment may be invested or otherwise made use of by the Board
for the benefit of the Company until claimed. The Company shall be entitled to
mingle the distribution with other money of the Company and shall not be required
to hold it or to regard it as being impressed with any trust but, subject to
compliance with the solvency test, shall pay the distribution to the person producing
evidence of entitlement.
23 Proceedings at meetings of shareholders and interest groups
The Second Schedule governs the proceedings at meetings of shareholders. The
Second Schedule also governs the proceedings of meetings of any interest group
required to be held by the Act, the Rules, or this constitution, with all necessary
consequential modifications, except that the quorum shall be the members of the
interest group holding 5% or more of the total number of Shares held by all
members of that group having the right to vote at the meeting.
DIRECTORS
24 Composition
24.1 The Company shall comply with minimum Board composition requirements of the
Rules.

CONSTITUTION OF ENPRISE GROUP LIMITED

25 Appointment of Directors
25.1 Any natural person who is not disqualified under the Act and, if required under the
Rules, who has been nominated within the time limits under the Rules, may be
appointed as a Director by an ordinary resolution of shareholders.
25.2 The Board may appoint any person who is not disqualified under the Act to be a
Director to fill a vacancy or as an addition to the existing Directors. Any Director
appointed under this clause (including any person who subsequent to his or her
appointment as a Director becomes an executive Director) may hold office only until
the next annual meeting, and is then eligible for election.
25.3 The persons holding office as directors of the Company on adoption of this
constitution continue in office and are deemed to have been appointed as Directors
pursuant to this constitution. Similarly the chairperson of the Board continues in
office and is deemed to have been appointed as chairperson pursuant to this
constitution.
26 Rotation of Directors
26.1 Each Director shall retire from office when required to do so by the Rules, but,
subject to the Rules, shall be eligible for re-election (including at any meeting at
which the Director retires).
26.2 A Director retiring at a meeting of shareholders continues to hold office:
(a) until he or she is re-elected; or
(b) if he or she is not re-elected, until the end of the meeting of shareholders at
which he or she retires (or any adjournment of that meeting).
27 Election of chairperson of the Board and term of office
27.1 The Directors may elect one of their number as chairperson of the Board.
27.2 The chairperson of the Board holds that office until he or she vacates that office or
the Directors elect a chairperson in his or her place.
28 Office of Director vacated in certain cases
The office of Director is vacated if the person holding that office:
28.1 dies; or
28.2 becomes disqualified from being a director pursuant to the Act; or
28.3 retires from office and is not re-elected or deemed to have been re-elected
under this constitution.
29 Meetings of the Board
The Third Schedule governs the proceedings at meetings of the Board, except where
otherwise agreed by all Directors in relation to a particular meeting or meetings.
The third schedule to the Act does not apply to proceedings of the Board.

CONSTITUTION OF ENPRISE GROUP LIMITED

30 Written resolutions of Board permitted
A written resolution signed or assented to by a majority of the Directors then
entitled to receive notice of a meeting of the Board and who together would
constitute a quorum at a meeting is as valid and effective as if it had been passed at
a meeting of the Board duly convened and held. Within 5 working days of a
resolution being passed in accordance with this clause, the Company must send a
copy of the resolution to every Director who did not sign the resolution or on whose
behalf the resolution was not signed.
31 Written resolutions may be in counterparts
Any written resolution may consist of several copies of the resolution, each signed or
assented to by one or more of the Directors. A copy of a written resolution, which
has been signed and is sent by email or any similar means of communication
(including PDF counterparts), will satisfy the requirements of this clause.
32 Board delegates to comply with regulations
In exercising the Board’s delegated powers, any committee of Directors, Director,
employee, or any other person must comply with any regulations that the Board
may impose.
33 Committee proceedings
The provisions of this constitution relating to meetings and proceedings of the Board
also apply to meetings and proceedings of any committee of Directors, except to the
extent the Board determines otherwise.
34 Reimbursement of expenses
A Director may be reimbursed for reasonable travelling, accommodation and other
expenses incurred in the course of performing duties or exercising powers as a
Director without requiring the prior approval of shareholders.
35 Directors may appoint and remove alternate Directors
Every Director may:
35.1 appoint any person who is not a Director and is not disqualified by the Act or
this constitution from being a Director, and whose appointment has been
approved in writing by a majority of the other Directors, to act as an alternate
Director in his or her place either for a specified period, or generally during
the absence or inability to act from time to time of such Director; and
35.2 remove his or her alternate Director from that office,
by giving written notice to that effect to the Company. A majority of the other
Directors may similarly remove an alternate of a Director from that office.
36 Alternate Director has powers of appointer
While acting in the place of the Director who appointed him or her, an alternate
Director:
36.1 has, and may exercise and discharge, all the powers, rights, duties and
privileges of that Director (including the right to receive notice of, be counted

CONSTITUTION OF ENPRISE GROUP LIMITED

as part of the quorum of, and participate in a meeting, of the Board, and to
sign any document, including a written resolution, and to act as chairperson
of the Board, but excluding the right to appoint an alternate Director); and
36.2 is also subject to the same terms and conditions of appointment as that
Director, except that he or she is not entitled to receive remuneration other
than such proportion (if any) of the remuneration otherwise payable to his or
her appointer as the appointer may direct by notice in writing to the
Company.
37 Termination of appointment of alternate Director
The appointment of an alternate Director terminates automatically if the Director
who appointed him or her ceases to be a Director or if an event occurs which would
cause him or her to vacate office if he or she were a Director. A Director retiring by
rotation and being re-elected is not to be treated as having ceased to be a Director
for the purposes of this clause.
GENERAL
38 Company indemnification of directors and employees for certain liabilities
The Company shall indemnify a director of the Company, and may indemnify an
employee of the Company or a director or employee of a related company, for any
liability or costs for which a director or employee may be indemnified under the Act.
The Board may determine the terms and conditions of such an indemnity.
39 Company may effect insurance for directors and employees
The Company may, with the prior approval of the Board, effect insurance for a
director or employee of the Company or a related company for any liability or costs
for which a company may effect insurance for a director or employee under the Act.
The Board may determine the amounts and the terms and conditions of any such
insurance.
40 Manner of execution of deeds
An obligation which, if entered into by a natural person, would, by law, be required
to be by deed, may be entered into on behalf of the Company in writing signed
under the name of the Company by a Director, or any other person authorised by
the Board, whose signature must be witnessed, or as otherwise permitted by the
Act.
41 Distribution of surplus assets in kind
If the Company is liquidated the liquidator may, with the approval of shareholders
by special resolution, but subject to any other sanction required by the Act:
41.1 divide among the shareholders in kind the whole or any part of the surplus
assets of the Company and for that purpose the liquidator may:
(a) fix such values for surplus assets as the liquidator considers to be
appropriate, and

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(b) determine how the division will be carried out as between shareholders
or different classes of shareholder;
and
41.2 vest the whole or any part of any such surplus assets in trustees upon such
trusts for the benefit of such of those shareholders as the liquidator thinks fit,
but so that no shareholder is compelled to accept any shares or other securities on
which there is any liability.

CONSTITUTION OF ENPRISE GROUP LIMITED

FIRST SCHEDULE: CALLS, FORFEITURE AND LIENS
INTERPRETATION
1 Construction
Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
CALLS ON SHARES
2 Shareholders must pay calls
Every shareholder on receiving at least 10 working days’ notice specifying the time
or times and the place of payment must pay, in accordance with that notice, the
amount called to be paid in respect of any Shares that shareholder holds. The Board
may revoke or postpone a call, or require a call to be paid by instalments.
3 Call made when Board resolution passed
A call is regarded as having been made at the time when the Board resolution
authorising the call was passed.
4 Joint holders are jointly and severally liable
The joint holders of a Share are jointly and severally liable to pay all calls for that
Share.
5 Unpaid calls will accrue interest
If an amount called is not paid in full at the time specified for payment, the person
from whom the amount is due must pay the Company interest on the amount that
remains unpaid at a rate determined by the Board and calculated from the time
specified for payment until the day of actual payment. Subject to the Rules, the
Board may waive some or all of the payment of that interest.
6 Amounts payable under terms of issue treated as calls
Any amount that becomes payable on issue or at any specified date under this
constitution or under the terms of issue of Shares or under a contract for the issue
of Shares, will be regarded as being a call duly made and payable on the specified
date. If the payment is not made, the relevant provisions of this constitution will
apply as if the amount had become payable by virtue of a call made in accordance
with this constitution.
7 Board may differentiate between shareholders as to calls
On the issue of Shares, the Board may differentiate between shareholders as to the
amount of calls to be paid and the times of payment.
8 Board may accept payment in advance for calls
8.1 Where a shareholder is willing to advance some or all of the money unpaid and
uncalled on any Share of that shareholder, the Board may accept the amount
advanced on the Company’s behalf. The Board may pay interest on that amount at
a rate agreed between the Board and that shareholder for the period between the
date that the amount is accepted and the date that the amount becomes payable
pursuant to a call or the date specified for its payment.

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8.2 The Board may at any time repay to any shareholder the whole or any portion of
any money so advanced upon giving that holder at least 10 working days’ notice in
writing and as from the date of such repayment interest (if any) shall cease to
accrue on the money so repaid.
8.3 A shareholder is not entitled as of right to any payment of interest on any amount so
paid in advance and the Board may decline to pay any interest. Any amount so paid
in advance must not be taken into account in ascertaining the amount of any
dividend or other distribution payable upon the Shares concerned.
FORFEITURE OF SHARES
9 Board may by notice require forfeiture of Shares if calls unpaid
The Board may during the time that a call, instalment, or other amount remains
unpaid on a Share, serve a notice on the holder of that Share requiring payment of
the unpaid call, instalment, or other amount, together with any accrued interest and
any expenses incurred by the Company by reason of non-payment.
10 Notice of forfeiture must satisfy certain requirements
The notice served on a shareholder under clause 9 must specify a date not earlier
than 10 working days after the date the notice is served by which the payment is to
be made. The notice must also state that in the event of non-payment by the
appointed time, the Shares to which the call, instalment, or other amount relates,
will be liable to be forfeited by the shareholder.
11 Failure to comply with notice may lead to forfeiture
Where a valid notice under clause 9 is served on a shareholder and the shareholder
fails to comply with the notice, then the Board may resolve that any Share for which
that notice was given and all distributions authorised and not paid before the notice
was served be forfeited.
12 Board may deal with forfeited Share
A forfeited Share may be sold or otherwise disposed of on such terms and in such
manner as the Board thinks fit. However, the Board may cancel the forfeiture at
any time before the sale or other disposition on such terms as the Board thinks fit if
the call, instalment or other amount which remains unpaid on the Share is paid.
13 Shareholder whose Shares are forfeited loses rights
A person whose Shares have been forfeited immediately ceases to be a shareholder
in respect of those Shares notwithstanding any other provision of this constitution,
and remains liable to pay the unpaid amount that the shareholder owes the
Company, but that liability shall cease if the Company receives payment in full of all
money owing for those Shares.
14 Evidence of forfeiture
A certificate signed by a Director that a Share has been duly forfeited on a stated
date is conclusive evidence of the facts stated in that certificate.

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15 Company may sell forfeited Share
The Company may receive the consideration, if any, given for a forfeited Share
following a sale or disposition, and may execute a transfer of the Share in favour of
the person to whom the Share is sold or disposed of, and register that person as the
holder of the Share. That person is not bound to see to the application of the
purchase money, if any, nor is the title to the Share affected by any irregularity or
invalidity in the procedures under this constitution in respect of the forfeiture, sale
or disposal of that Share. Any residue after satisfaction of unpaid calls, instalments,
premiums or other amounts and interest, and expenses, shall be paid to the
previous holder, or to his or her executors, administrators or assigns.
LIEN ON SHARES
16 Company’s lien
The Company has a lien, ranking in priority over all other equities, on:
16.1 all Shares registered in the name of a shareholder; and
16.2 all dividends authorised in respect of such Shares; and
16.3 the proceeds of sale of such Shares,
for:
16.4 unpaid calls and instalments payable in respect of any such Shares; and
16.5 interest on any such calls or instalments; and
16.6 sale expenses owing to the Company in respect of any such Shares; and
16.7 any amounts that the Company may be called on to pay under any statute,
regulation, ordinance or other legislation in respect of the Shares of that
shareholder, whether the period for payment has arrived or not.
17 Waiver of lien
Registration of a transfer of Shares on which the Company has any lien will operate
as a waiver of the lien, unless the Company gives notice to the contrary to the
transferee prior to registration.
18 Company may sell Share on which it has a lien
The Company may sell a Share on which it has a lien in such manner as the Board
thinks fit, where:
18.1 the lien on the Share is for a sum which is presently payable; and
18.2 the registered holder of the Share, or the person entitled to it on his or her
death or bankruptcy, has failed to pay that sum within 10 working days after
the Company has served that registered holder written notice demanding
payment of that sum.

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19 Company may transfer Share and apply proceeds
19.1 The Company may receive the consideration given for a Share sold under clause 18,
and may execute a transfer of the Share in favour of the person to whom the Share
is sold, and register that person as the holder of the Share discharged from all calls
due prior to the purchase.
19.2 The purchaser is not bound to see to the application of the purchase money, and the
purchaser’s title to the Share is not affected by any irregularity or invalidity in the
proceedings relating to the sale. The remedy of any person aggrieved by the sale
shall be in damages only and against the Company exclusively.
19.3 The Company must apply the sale proceeds in payment of the sum presently
payable on the lien, and the balance, if any, shall (subject to a like lien for sums not
presently payable that existed upon the Share before the sale) be paid to the person
who held the Share immediately before the date of sale or to his or her executors,
administrators or assigns.

CONSTITUTION OF ENPRISE GROUP LIMITED

SECOND SCHEDULE: PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
INTERPRETATION
1 Construction
1.1 This Schedule is to be read together with Schedule 1 of the Act.
1.2 Unless stated otherwise, references to clauses are references to clauses in this
Schedule.
1.3 A reference in this Schedule to a shareholder present at a meeting or entitled to
vote at a meeting includes a reference to a proxy of a shareholder, a representative
of a corporate shareholder, an attorney of a shareholder, and any person who may
lawfully act on behalf of a shareholder.
QUORUM
2 Quorum for shareholders’ meeting
A quorum for a meeting of shareholders is present if 3 or more shareholders are
present having the right to vote at the meeting are present in person or by proxy.
CHAIRPERSON
3 Chairperson of Board to be chairperson of meeting
The chairperson of the Board, if one has been elected by the Directors and is present
at a meeting of shareholders, will chair the meeting.
4 Directors may elect chairperson if chairperson of Board not available
If no chairperson of the Board has been elected or, if at any meeting of shareholders
the chairperson of the Board is not present within 15 minutes of the time appointed
for the commencement of the meeting or is unwilling to act, the Directors present
may elect one of their number to be chairperson of the meeting.
5 As a last resort shareholders may elect chairperson
If at any meeting of shareholders, no Director is willing to act as chairperson or if no
Director is present within 15 minutes of the time appointed for the commencement
of the meeting, the shareholders present may elect one of their number to be
chairperson of the meeting.
6 Chairperson’s power to adjourn meeting
The chairperson of a meeting at which a quorum is present:
6.1 may adjourn the meeting with the consent of the shareholders present who
are entitled to attend and vote at that meeting; and
6.2 must adjourn the meeting if directed by the meeting to do so.
The only business that may be transacted at any adjourned meeting is the business
left unfinished at the meeting from which the adjournment took place.

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7 Chairperson may dissolve or adjourn unruly meetings
The chairperson may adjourn or dissolve the meeting if in his or her opinion the
meeting has become so unruly, disorderly or inordinately protracted, that the
business of the meeting cannot be conducted in a proper and orderly manner. The
chairperson may exercise this power without the consent of the meeting and without
giving reasons.
8 Dissolved meetings - unfinished business
If the chairperson proposes to dissolve a meeting pursuant to clause 7, and there is
any item of unfinished business of the meeting which in his or her opinion requires
to be voted upon, then that item shall be dealt with by the chairperson directing it to
be put to the vote by a poll without further discussion.
VOTING
9 Chairperson allowed casting vote
In the case of an equality of votes, whether on a show of hands, voice vote or on a
poll, the chairperson has a casting vote.
POLLS
10 Voting at meetings to be by poll
As required by the NZX Listing Rules, all voting at meetings of shareholders must be
conducted by a poll.
11 Time at which polls to be taken
A poll demanded on the election of a chairperson of a meeting or on a question of
adjournment must be taken immediately. A poll demanded on any other question is
to be taken at such time as the chairperson of the meeting directs. The meeting
may proceed to deal with any business other than that upon which a poll has been
demanded pending the taking of the poll.
12 Declaration of poll result
12.1 The chairperson of the meeting may declare the result of a poll either at or after the
meeting, and when the outcome of the poll is known, may do so regardless of
whether all votes have been counted.
12.2 The result of a poll declared by the chairperson of the meeting will be treated as the
resolution of the meeting at which the poll was demanded on the issue for which the
poll was taken.
PROXIES
13 Form of notice of proxy
A notice appointing a proxy shall be in such form as the Board may direct.

CONSTITUTION OF ENPRISE GROUP LIMITED

14 Vote by proxy valid where no notification before meeting of disqualified
proxy
Where:
14.1 the shareholder has died or become incapacitated; or
14.2 the proxy, or the authority under which the proxy was executed, has been
revoked; or
14.3 the Share in respect of which the notice of proxy is given has been
transferred,
before a meeting at which a proxy exercises a vote in terms of a notice of proxy but
the Company does not receive written notice of that death, incapacity, revocation, or
transfer before the start of the meeting, the vote of the proxy is valid.
POSTAL VOTES
15 Postal votes permitted at Board’s option
15.1 A shareholder may exercise the right to vote at a meeting by casting a postal vote
only if the Board, prior to the giving of notice of a meeting, has so determined and,
if the Board so determines, the provisions of clause 7 of the first schedule to the Act
shall apply. To avoid doubt, a postal vote may be cast using electronic means
permitted by the Board.
OTHER PROCEEDINGS
16 Chairperson may regulate other proceedings
Except as provided in Schedule 1 of the Act as modified by this Schedule, the
chairperson of a meeting of shareholders may regulate the proceedings at the
meeting.

CONSTITUTION OF ENPRISE GROUP LIMITED

THIRD SCHEDULE: PROCEEDINGS OF THE BOARD
NOTICE OF MEETING
1 Director’s power to convene meetings
A Director, or any other person at the request of a Director, may convene a meeting
of the Board by giving notice in accordance with this Schedule.
2 Notice to be sent to Director’s address
The notice of meeting must be a written notice delivered by hand to the Director, or
sent to the address, or an electronic mail message sent to the electronic mail
address, which the Director provides to the Company for that purpose, or if an
address, or electronic mail address, is not provided, then a written notice to his or
her last place of employment or residence known to the Company.
3 Notice to contain certain details
The notice of meeting must include the date, time and place of the meeting and the
matters to be discussed.
4 Period of notice required to be given to Directors
At least two days’ notice of a meeting of the Board must be given unless the
chairperson (or, in the chairperson's absence from New Zealand, the deputy
chairperson (if any), and in the deputy chairperson’s absence, any other Director)
believes it is necessary to convene a meeting of the Board as a matter of urgency, in
which case shorter notice of the meeting of the Board may be given, so long as at
least two hours’ notice is given. Any such shorter notice may be given by telephone
communication to each Director at the telephone number provided to the company
by each Director provided that written notice shall be given to the Directors within
the shorter notice period where it is practicable to do so.
5 Absent Directors
If a Director, who is for the time being absent from New Zealand, supplies the
Company with an electronic mail address to which notices are to be sent during his
or her absence, then notice must be given to that Director. Otherwise notice need
not be given to any Director for the time being absent from New Zealand. However,
if he or she has an alternate Director who is in New Zealand, then notice must be
given to that person.
6 Directors may waive irregularities in notice
Any irregularity in the notice of a meeting, or failure to comply with clauses 1 to 5 of
this Schedule is waived if all Directors entitled to receive notice of the meeting
attend the meeting without protest as to the irregularity or failure, or if all Directors
entitled to receive notice of the meeting agree to the waiver.

CONSTITUTION OF ENPRISE GROUP LIMITED

MEETING AND QUORUM
7 Methods of holding meetings
A meeting of the Board may be held:
7.1 by a number of Directors who constitute a quorum, being assembled together
at the place, date and time appointed for the meeting;
7.2 by means of audio, or audio and visual, communication by which all Directors
participating and constituting a quorum can simultaneously hear each other
throughout the meeting; or
7.3 by a combination of the methods described in clauses 7.1 and 7.2 of this
Schedule.
8 Quorum for Board meeting
Unless otherwise determined by the Board, the quorum necessary for the
transaction of business at a meeting of the Board is a majority of the Directors. No
business may be transacted at a meeting of the Board unless a quorum is present.
9 Meeting adjourned if no quorum
If a quorum is not present within 30 minutes after the time appointed for a meeting
of the Board, the chairperson will adjourn the meeting to a specified day, time and
place. If no such adjournment is made the meeting will be adjourned automatically
until the following working day at the same time and place. If at the adjourned
meeting a quorum is not present within 30 minutes from the time appointed for the
meeting, the Directors present will constitute a quorum.
CHAIRPERSON
10 Chairperson to chair meetings
The chairperson of the Board will chair all meetings of the Board. If no chairperson
is elected, or if at a meeting of the Board the chairperson is not present within
15 minutes after the time appointed for the commencement of the meeting, then
the Directors present may elect one of their number to be chairperson of the
meeting.
VOTING
11 Voting on resolutions
Each Director has one vote. A resolution of the Board is passed if it is agreed to by
all Directors present without dissent or if a majority of the votes cast on it are in
favour of it. A Director must not vote where that Director is not permitted to vote
by the Rules or this constitution. A Director present at a meeting of the Board may
abstain from voting on a resolution, and any Director who abstains from voting on a
resolution will not be treated as having voted in favour of it for the purposes of the
Act.

CONSTITUTION OF ENPRISE GROUP LIMITED

12 Chairperson has a casting vote in some cases
The chairperson of the Board has a casting vote, except cases where two Directors
form a quorum, in which case the chairperson does not have a casting vote at a
meeting at which only two Directors are present.
MINUTES
13 Board must keep minutes of proceedings
The Board must ensure that minutes are kept of all proceedings of meetings of the
Board. Minutes which have been signed correct by the chairperson of the meeting
are evidence of the proceedings at the meeting unless they are shown to be
inaccurate.
OTHER PROCEEDINGS
14 Board may regulate other proceedings
Except as set out in this Schedule, the Board may regulate its own procedure.