Notice of Meeting – AGM 2022

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 and concurrently online via Zoom on
Thursday 24 November 2022 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 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 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”.

Note: Other recent governance changes
In addition to the proposed re-election of Elliot Cooper, on 25 October 2022 Enprise Group advised
NZX that the board had unanimously appointed Nicholas Paul to the role of chairperson.

Nick has been a non-executive director of the company since 1 December 2015. He is an accomplished
senior leadership professional with over 30 years of achievement and success in driving revenue
growth for highly competitive tech businesses.

Previous chair Marisa Fong stood down effective 25 October 2022 from the role of Chairperson, and
advised she should not seek re-election as a director at the annual meeting for personal family
reasons.

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
Tuesday 22 November 2022, 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 Limited, 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 online AGM
https://us06web.zoom.us/j/81683945196?pwd=TGhxQ2lGT3ZjVllET09uWWtORVRlQT09
Passcode: 884558
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


Nicholas Paul
Chairman
28 October 2022

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

RESOLUTION 1: Re-election of Elliot Cooper

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 Cooper was last re-elected in 2019.

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

Elliot Cooper – Executive Director
Appointed to the board on 10
th
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 other 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. Elliot is not an Independent Director
for the purposes of the NZX Listing Rules as he is an Executive 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, 2021 and
2022.

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.

---

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 2022 ANNUAL MEETING
The Enprise Group Limited Annual Meeting of Shareholders will be held at Level 2, 16 Hugo Johnston Drive, Penrose,
Auckland and concurrently online via Zoom on Thursday 24 November 2022 commencing at 10:00am (NZDT).

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
If you wish to attend and vote at the meeting in person,
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, Tuesday 22
November 2022 (NZDT).

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 and concurrently online via Zoom on
Thursday 24 November 2022 commencing at 10:00 am (NZDT) 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 the NZX
Listing Rulles, and having offered himself for re-election and
being eligible, is re-elected as an Executive 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.


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 10:00am (NZDT) on
Tuesday 22 November 2022. 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: