Notice of Meeting - AGM 2024

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

Notice is given that the Annual Meeting of shareholders of Enprise Group Limited (the Company) will
be held at Level 2, 16 Hugo Johnston Drive, Penrose, Auckland on Wednesday 27 November 2024
commencing at 10:00am (NZDT) for the purpose of transacting the business set out in this Notice. The
Meeting will also be held by Zoom (details below).

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 Ronnie Baskind
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Ronnie 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. Election of Aaron Ridgway
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Aaron Ridgway, be elected as a Director of the Company.”

4. 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. The Chairman intends to vote all discretionary proxies given to him in
favour of all resolutions. 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 25 November 2024 (NZDT), being 48 hours before the meeting.

To appoint a proxy and vote online please visit https://investorcentre.linkgroup.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 MUFG Pension and Market Services Level 30, PwC Tower , 15 Customs
Street West, Auckland 1010
Mail Use the enclosed reply-paid envelope or address to:
MUFG Pension and Market Services Limited PO Box 91976 Auckland 1142
New Zealand

Attendance at the on-line AGM

Zoom link: https://us06web.zoom.us/j/81761184851?pwd=jFulIbLO9a5VDSGUARItSEKb8RxaJG.1
Passcode: 922728

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
31 October 2024

Explanatory Notes
The explanatory notes provide the following additional information for the above resolutions:

RESOLUTION 1: Re-election of Lindsay Phillips

Background
In accordance with Rule 2.7.1 of the Listing Rules, a Director must not hold office (without re-election)
past the third annual following the Director’s appointment or 3 years, whichever is longer. Mr Phillips
was last re-elected in 2021.

Details of Mr Phillips’s working experience is provided in the explanatory notes 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.

Lindsay is not considered to be an Independent Director because he is an Associated Person of a
substantial shareholder of the Company.

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 Ronnie Baskind

Background
In accordance with Rule 2.7.1 of the Listing Rules, a Director must not hold office (without re-election)
past the third annual following the Director’s appointment or 3 years, whichever is longer. Mr Baskind
was last re-elected in 2021.

Details of Mr Baskind’s working experience is provided in the explanatory notes below.

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

Ronnie Baskind is Managing Director of the Enprise Group and an Executive Director on the Board of
Directors. He has more than 30 years’ experience as an entrepreneur, management consultant,
senior executive, director and agribusiness professional. Ronnie’s diverse background, combined with
strong analytical and facilitation skills, has given him a deep insight into businesses across most
industry sectors and in various stages of development. Ronnie is the founder and Managing
Director/CEO of Kilimanjaro Consulting, Australia’s largest implementer of MYOB’s enterprise-level
business management solutions. Kilimanjaro Consulting is a wholly owned subsidiary of Enprise
Group.

Ronnie is not considered to be an Independent Director because he is an Executive Director and an
Associated Person of a substantial shareholder of the Company.

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

RESOLUTION 3: Election of Aaron Ridgway

Background
On 11 June 2024 the Board appointed Aaron Ridgway as a Director. Under the terms of the constitution
of the Company, a Director that is appointed by the Board is required to retire at the next annual
meeting of shareholders. That Director is able to seek the approval of the shareholders to be elected
to continue on the Board.

Details of Aaron Ridgway working experience is provided in the explanatory notes below.

Aaron Ridgway – Independent Director
Elected to the board on 11
th
June 2024.

Aaron Ridgway is considered to be an Independent Director of the Company, having regard to the
factors set out in the NZX Corporate Governance Code. Aaron is an accomplished entrepreneur with
over twenty years of experience, particularly in Telco and technology related fields. He has a proven
track record in founding, growing and successfully existing technology businesses.

The Board, with Aaron Ridgway abstaining, unanimously recommends that shareholders vote in
favour of the election of Aaron Ridgway as a Director of the Company.


RESOLUTION 4: Authority to fix Auditor’s fees and expenses
Background
The Board appointed UHY Haines Norton to complete the audit for the financial year 2023 and 2024.

The directors require shareholder approval 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 4.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/ENS
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Corporate Markets MUFG Corporate Markets
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1142
Auckland 1010
Scan this QR code with your smartphone and vote online




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


PROXY FORM FOR THE 2024 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 Wednesday, 27 November 2024 commencing at 10:00am (NZDT) via the following link:

https://us06web.zoom.us/j/81761184851?pwd=jFulIbLO9a5VDSGUARItSEKb8RxaJG.1

Passcode: 922728

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, Monday, 25 November 2024
(NZDT).

Go online to https://investorcentre.linkgroup.nz/voting/ENS to appoint your proxy or turn over to complete the form.

CSN/Holder Number: .......................

*.......................*

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
Wednesday, 27 November 2024 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 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 Ronnie 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 Aaron Ridgway, be elected as a Director of the
Company.

4. 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
adjournment 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.linkgroup.nz/voting/ENS and
completing the online validation process OR complete the question section below and return to MUFG Corporate Markets (formerly Link
Market Services) in the reply paid envelope enclosed. Questions will need to be submitted by 10:00am (NZDT) on Monday, 25 November
2024. The Board will address and answer questions at the Annual Meeting.

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:
CSN/Holder Number: ...........................

*........................*