Notice of Meeting - AGM 2025

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 3 December 2025
commencing at 10:00am (NZDT) for the purpose of transacting the business set out in this Notice.

The Explanatory Notes to this Notice provides additional information on matters to be considered at
the Meeting. The Explanatory Notes and the accompanying Proxy / Voting Form forms part of this
notice.

ORDINARY BUSINESS

1. Election of Susan Stone
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That Susan Stone, be elected as a Director of the Company.”

2. Directors’ remuneration
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

“That the maximum aggregate amount of remuneration payable to all Directors taken together
(in their capacity as Directors) be increased by $50,000 from $150,000 per annum to a maximum
of $200,000 (plus GST, if any) per annum with this sum available to be paid to the Directors of
the Company as the Board considers appropriate and which may be payable either in whole or
in part by way of an issue of ordinary shares in the Company, provided that any issue occurs in
compliance with the NZX Main Board Listing Rule 4.7.1.”

3. Authority to fix Auditor’s fees and expenses
To consider and, if thought fit, to pass the following as an ordinary resolution of the Company:

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

Proxies and representatives
Shareholders may exercise their right to vote at the meeting either by being present in person or by
appointing a proxy to attend and vote in their place. A proxy need not be a shareholder of the
Company. The Chairman of the meeting is willing to act as proxy for any shareholder who may wish to
appoint him for that purpose. 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 1 December 2025 (NZDT), being 48 hours before the meeting.

To appoint a proxy and vote online please visit https://nz.investorcentre.mpms.mufg.com/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@mpms.mufg.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/88620265867?pwd=3My4b5LhY1QC4Gn3OCGfctn0GLZPCH.1
Passcode: 833372

Majorities required for approval
Ordinary resolutions require approval by more than 50% of the votes of those shareholders present
in person, voting online or by proxy, entitled to vote and voting on the resolution.

By order of the Board of Directors


Nicholas Paul
Chairman
11 November 2025

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

RESOLUTION 1: Election of Susan Stone

Background
On 15 May 2025 the Board appointed Susan Stone 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 Susan Stone working experience is provided in the explanatory notes below.

Susan Stone – Independent Director
Appointed to the board by the board on 15
th
May 2025.

Susan Stone is considered to be an Independent Director of the Company, having regard to the
factors set out in the NZX Corporate Governance Code. Susie Stone has 25+ years of senior
management experience across the ANZ market spanning telecommunications services, IT managed
operations, hosted cloud services, data centres, SAAS businesses, energy retail, and infrastructure
investment. She has strong functional skills in sales and marketing, product management,
commercialisation of new products, regulatory affairs, and strengths in people leadership, change
management, and strategic planning. Susie completed her IOD Directors course in 2019 and has held
governance positions since 2020 in the tech sector. Susie has a BA/LLB from Victoria University of
Wellington.

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

RESOLUTION 2: Directors’ Remuneration
Background
NZX Listing Rule 2.11.1 requires that no remuneration may be paid by the Company, or its Subsidiaries
(unless such Subsidiary is Listed), to a Director in his or her capacity as a Director without prior
authorisation by an Ordinary Resolution.

The Board recommends to shareholders that the maximum annual Directors’ remuneration payable to
all Directors of Enprise taken together be increased from the current level of NZ$150,000 by $50,000
to NZ$200,000 (plus GST, if any). This reflects a total increase to the maximum fee pool of just over
33%.

The last increase to the Directors’ fee pool was approved by shareholders was on listing in 2008. The
allocation of Directors’ fees was unchanged from 2008 until July 2025. The annual fees currently
payable to directors are NZ$40,000 for the Chairperson, NZ$25,000 for each Director, plus NZ$5,000
for being a member of the Audit and Risk Committee and NZ$5,000 for the being a member of the
Remuneration and Nomination Committee and Health, Safety and Sustainability Committee.
Accordingly, the annual committed fee schedule is NZ$145,000.

The proposed increase will allow the board to approve payments to Directors for assuming additional
responsibilities above and beyond the normal duties of either the board or any sitting committee (the
current headroom is NZ$5,000). It is also sufficient to allow for the appointment of additional
independent directors as required.

The board has opted not to go to the expense of commissioning an independent director fee
benchmarking report in this instance because the cost of a comprehensive report is significant in
proportion to the increase proposed and because no recommendation is being made for a market-
relative adjustment to fees paid to any Director in relation to their normal duties (beyond the future
ability to provide for inflationary adjustments). The Board reserves the right to increase fees within the
approved fee pool, so that directors are paid market remuneration reflecting the size and complexity
of the Company.

Note, the two Executive Directors do not receive any Director remuneration in addition to the executive
remuneration they receive as employees of the Company.

Under NZX Listing Rule 6.3.1, each of the Directors of the Company (including the Chair) and their
respective Associated Persons (as defined in the NZX Listing Rules) are disqualified from voting in
favour of Resolution 2 (Directors’ Remuneration).

A person appointed as a proxy who is disqualified from voting on a Resolution may vote in accordance
with the directions of the shareholder giving the proxy if they are not disqualified from voting, but the
proxy may not exercise a discretionary vote.

RESOLUTION 3: Authority to fix Auditor’s fees and expenses
Background
The Board appointed UHY Haines Norton to complete the audit for the financial year 2023, 2024 and
2025.

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 3.

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LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/ENS
Scan & email:
meetings.nz@cm.mpms.mufg.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & Market Services
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.nz@cm.mpms.mufg.com


PROXY FORM FOR THE 2025 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, 3 December 2025 commencing at 10:00am (NZDT) via the following link:

https://us06web.zoom.us/j/88620265867?pwd=3My4b5LhY1QC4Gn3OCGfctn0GLZPCH.1
Passcode: 833372

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, unless specifically excluded from voting on a
resolution.

VOTING RESTRICTIONS
Under NZX Listing Rule 6.3.1, each of the Directors of the Company
(including the Chair) and their respective Associated Persons (as
defined in the NZX Listing Rules) are disqualified from voting in
favour of Resolution 2 (Directors’ Remuneration).

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 MUFG
Pension & Market Services by no later than 10:00am, Monday, 1
December 2025 (NZDT).

Go online to https://nz.investorcentre.mpms.mufg.com/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, 3 December 2025 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 Susan Stone, be elected as a Director of the Company.


2. That the maximum aggregate amount of remuneration
payable to all Directors taken together (in their capacity as
Directors) be increased by $50,000 from $150,000 per
annum to a maximum of $200,000 (plus GST, if any) per
annum with this sum available to be paid to the Directors of
the Company as the Board considers appropriate and which
may be payable either in whole or in part by way of an issue
of ordinary shares in the Company, provided that any issue
occurs in compliance with the NZX Main Board Listing Rule
4.7.1.

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
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://nz.investorcentre.mpms.mufg.com/voting/ENS
and completing the online validation process OR complete the question section below and return to MUFG Pension & Market Services in the
reply paid envelope enclosed. Questions will need to be submitted by 10:00am (NZDT) on Monday, 1 December 2025. 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: ...........................

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