Notice of Meeting – AGM 2021

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 online (connection details below) on Friday 26 November 2021 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 Lindsay Phillips
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

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

“That Ronald Baskind, 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.”

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 online or by
appointing a proxy to attend online 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
Wednesday 24 November 2021, 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 30, PwC Tower, 15 Customs Street West,
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
Link to join Webinar:
https://us06web.zoom.us/j/89318644344?pwd=aXpicXg0UlFDUjlyWW43c3J5L2UwQT09
Passcode: 957114

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 November 2021

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

RESOLUTION 1: Re-election of Lindsay Phillips

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 Phillips was last re-elected in 2018.

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

Lindsay Phillips – Non-executive Director
Appointed to the board on 1
st
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 other 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.

RESOLUTION 2: Re-election of Ronald Baskind

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 Baskind was elected in 2018.

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

Ronald Baskind –-Executive Director
Appointed to the board on 31
st
January 2018.

Ronald Baskind is a CEO of the Company’s Enterprise Division. The Enterprise Division was formed by
the complete merger of the operations of Kilimanjaro Consulting in Australia and Enprise Solutions in
New Zealand in January 2020.

No other nominations for directors were received from shareholders.

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 RSM Hayes Audit to complete the audit for the financial years 2020 and 2021.

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.

---

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 30, PwC Tower, PO Box 91976
15 Customs Street West, 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 2021 ANNUAL MEETING

The Annual Meeting of shareholders of Enprise Group Limited (the Company) will be held online on Friday, 26 November 2021
at 10:00am via the following link:
https://us06web.zoom.us/j/89318644344?pwd=aXpicXg0UlFDUjlyWW43c3J5L2UwQT09
Passcode: 957114
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, 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
The 2021 Annual Meeting will be held online only and
shareholders can attend at:
https://us06web.zoom.us/j/89318644344?pwd=aXpicXg0UlF
DUjlyWW43c3J5L2UwQT09, Passcode: 957114

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, Wednesday,
24 November 2021 (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 online on Friday, 26 November 2021 commencing at 10:00am (NZST) and at any adjournment
of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

ORDINARY RESOLUTIONS


1. That Lindsay Phillips, 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 Ronald Baskind, 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.

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 online will have the opportunity to ask questions during the meeting. If you cannot attend the
Annual Meeting online 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 Wednesday, 24
November 2021. The Board will address and answer questions at the Annual Meeting.


STEP 4: 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: