1 for 10 Rights Issue Offer Document

100715063/3472-2353-5684.6















ENPRISE GROUP LIMITED


RIGHTS OFFER


PRO RATA 1 FOR 10 RENOUNCEABLE RIGHTS OFFER OF
ORDINARY SHARES
10 DECEMBER 2025









NOT FOR RELEASE TO U.S. WIRE SERVICES OR
DISTRIBUTION IN THE UNITED STATES.


Apply online at https://enprise.rightsoffer.co.nz by
5:00pm (New Zealand time) 23 December 2025

Apply online at https://enprise.rightsoffer.co.nz by 5:00pm (New Zealand time) on 23 December
2025

This Offer Document is an important document. It explains Enprise Group Limited’s plans to raise
new capital of up to $902,342 through a rights issue and your opportunity to participate. The rights
issue detailed in this Offer Document will give all Eligible Shareholders the right to acquire 1
additional share for every 10 shares they hold on the Record Date (5.00pm on 11 December
2025), at a price of NZ$0.45 per share or AU$0.40 per share.


This is an important document. You should read the whole Offer Document before deciding
whether to subscribe for shares. If you have any doubts about what to do, please consult
your financial or legal adviser.


CONTENTS

Chairman’s Letter 3
1
Important Notice 4
2 Key terms of the Offer and Important dates 7
3 Business Overview and Additional Disclosure 9
4 Terms of the Offer 11
5 Glossary 14
6
Corporate Directory 16

Enprise Group Limited

3




Chairman’s Letter

10 December 2025

Dear fellow shareholder,

On behalf of the Directors of Enprise Group Limited (“Enprise Group”), we are pleased to
offer you the opportunity to participate in our 1 for 10 rights issue, offering up to 2,005,205
new fully paid ordinary shares at NZ$0.45 per share or AU$ 0.40 per share. The rights will
not be quoted and cannot be traded on the NZX Main Board.
Enprise Group is raising equity to:
1. Replenish working capital reserves following investments made in Recipe Marketing
Limited (“Recipe”) and iSell Pty Ltd (“iSell”).
2. Continue the growth of Kilimanjaro Consulting Group (“Kilimanjaro”) in Australia and New
Zealand.
3. Invest further into iSell to achieve growth in the US market.
Enprise shares have been trading between NZ$0.49 and NZ$0.70 in the last 3 months prior to
announcement of the offer and at NZ$0.45 or AU$0.40, the Issue Price represents a 15.29%
discount to the 10 day VWAP for Enprise shares as at 3 December 2025; being the date prior to the
announcement of the offer..
The offer enables you to take up 1 share for every 10 shares you currently hold. If you choose not to
invest, your shareholding could be diluted by up to 10% if the offer is fully subscribed.
YOU HAVE UNTIL 5.00PM ON 23 December 2025 TO SUBSCRIBE FOR NEW SHARES.
Further details about the rights issue and the terms and conditions of the issue are set out in this
Offer Document. To take up all or some of your rights, please complete the online application at
https://enprise.rightsoffer.co.nz, by no later than 5.00pm (New Zealand time) on 23 December
2025. Payment of your Application Monies can be made by direct debit in New Zealand dollars or
by direct credit Australian dollars. Please read this Offer Document carefully before deciding what
to do. If you have any questions about how to deal with your rights, you are encouraged to talk to
a professional adviser.
On behalf of the Board, I invite you to consider this opportunity and thank you in advance for your
ongoing support of Enprise Group.


Yours sincerely




Nick Paul
Chairperson

4

1 Important Notice

IMPORTANT NOTICE
This Offer Document has been prepared by Enprise Group Limited (“ENS” or “Enprise Group”) in
connection with a pro-rata 1 for 10 renounceable rights offer of ordinary shares (“Offer”). The Offer
is made to Eligible Shareholders pursuant to the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (“FMCA”). This Offer Document is not a product disclosure
statement for the purposes of the FMCA and does not contain all of the information that an investor
would find in a product disclosure statement or which may be required to make an informed
decision about the Offer or Enprise Group.
ADDITIONAL INFORMATION AVAILABLE UNDER ENPRISE GROUP’S DISCLOSURE
OBLIGATIONS
Enprise Group is subject to continuous disclosure obligations under the Listing Rules which
require it to notify certain material information to NZX. Market releases by Enprise Group,
including its most recent financial statements, are available at nzx.com under the ticker code ENS
and on Enprise Group Limited’s website, www.enprise.com.
Enprise Group Limited may, during the Offer, make additional releases to NZX. No release by
Enprise Group Limited to NZX will permit an Applicant to withdraw any previously submitted
Application without Enprise Group Limited’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Document
and the date of allotment of New Shares. Any changes in the market price of Shares will not
affect the Issue Price, and the market price of New Shares following allotment may be higher or
lower than the Issue Price.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders. To
be an Eligible Shareholder you must be:
• an Eligible Australian Shareholder ;
• a Shareholder with a registered address in New Zealand; or
• in a jurisdiction where Enprise Group is satisfied the Offer may lawfully be made and accepted.
This Offer Document does not constitute an offer or invitation in any country in which, or to any
person to whom, it would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person outside New Zealand or Australia
(Wholesale shareholder) in circumstances in which the Offer or distribution of this Offer
Document would be unlawful. The distribution of this Offer Document (including an electronic
copy) outside New Zealand and Australia (Wholesale shareholder) may be restricted by law. In
particular, this Offer Document may not be distributed to any person, and the New Shares may
not be offered or sold, in any country outside New Zealand or Australia except as detailed in this
Offer Document and must not be distributed in the United States and in any event only in
compliance with applicable laws.

5

NO GUARANTEE
No guarantee is provided by any person in relation to the New Shares to be issued under the
Offer. Likewise, no warranty is provided with regard to the future performance of ENS or any
return on any investments made pursuant to this Offer Document. Eligible Shareholders should
be aware that there are risks associated with investing in the New Shares. The principal risk is
that Eligible Shareholders may not be able to recoup the Issue Price and/or may not receive any
dividends, entitlements or other distributions in respect of the New Shares. In addition, the market
for the New Shares may not be liquid. If liquidity is low, Eligible Shareholders may be unable to
sell their New Shares at an acceptable price or at all.
DIVIDEND POLICY
The payment of dividends is at the discretion of the Board. The Board has no present intention
to make a distribution. This policy may change from time to time at the discretion of the Board
as and when funds permit. The New Shares allotted from this Offer will participate alongside
Existing Shares in any dividends declared by ENS subsequent to their allotment.
PRIVACY
Any personal information provided by Eligible Shareholders online will be held by ENS and/or
MUFG at the addresses set out in the Directory. This information will be used for the purposes
of administering your investment in ENS and will be disclosed to third parties only with your
consent or if required by law. Under the Privacy Act 2020 (New Zealand), you have the right to
access and correct any personal information held about you.
USE OF FUNDS
ENS plans to apply the funds raised to:
• Replenish working capital reserves following investments made in Recipe Marketing Limited
(“Recipe”), and iSell Pty Ltd (“iSell”).
• Continue the growth of Kilimanjaro Consulting Group (“Kilimanjaro”) in Australia and New Zealand,
provide for further diversification.
• Invest further into iSell to accelerate the penetration and expanding the features to expand North
America. iSell is focused on growing sales in their established markets (Australia, New Zealand,
South Africa, United Kingdom and North America).
IT IS YOUR DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a recommendation to acquire New
Shares nor does it amount to financial product advice. This Offer Document has been prepared
without taking into account the particular needs or circumstances of any Applicant or investor,
including their investment objectives, financial or tax position.
AMENDMENTS TO THE OFFER AND WAIVER OF COMPLIANCE
Notwithstanding any other term or condition of the Offer, ENS may, at its discretion:
• make immaterial modifications to the Offer on such terms and conditions it thinks fit (in which
event applications for Shares under the Offer will remain binding on the Applicant notwithstanding
such modification and irrespective of whether an application was received by the Registrar before
or after such modification is made); and/or
• suspend or terminate the Offer at any time prior to the issue of the Shares under the Offer
(including by reviewing the timetable for the Offer). If the Offer is terminated, Application Monies
will be refunded to Applicants without interest within 5 business days of termination.
ENS reserves the right to waive compliance with any provision of these terms and
conditions.
ENS will notify NZX of any waiver, amendment, variation, suspension, withdrawal or
termination of the Offer.

6

ENQUIRIES
Enquiries about the Offer can be directed to an NZX Firm, your financial or legal adviser,
accountant or another professional adviser. If you have any questions about the number of New
Shares shown on your Entitlement notification, or how to complete the online application, please
contact the Registrar, whose contact details are set out in the Directory.
TIMES AND DOLLARS
All references to time in this Offer Document are to New Zealand time. Unless otherwise
indicated, all references to $ are to New Zealand dollars.
LEGISLATION
All references to legislation are references to New Zealand legislation unless stated or defined
otherwise.
DEFINED TERMS
Capitalised terms used in this Offer Document have the meaning given to them in the Glossary at
the back of this Offer Document or in the relevant section of this Offer Document.

7

2 Key terms of the Offer & Important dates


KEY TERMS OF THE OFFER
Issuer
Enprise Group Limited.
Offer
A pro rata renounceable rights issue of 1 New Share for every 10
Existing Shares held at 5.00pm (NZ time) on the Record Date, with
fractional entitlements being
rounded up to the nearest share.
Eligible Shareholders
A Shareholder with a registered address in
• New Zealand at 5.00pm (NZ time) on the Record Date.
• Australia at 5.00pm (NZ time) on the Record Date, provided
that the shareholder is an Eligible Australian Shareholder.
Rights
The right to subscribe for New Shares under the Offer. Eligible
Shareholders have an entitlement to subscribe for 1 New Share for
every 10 Existing Shares held on the Record Date (5.00pm,
11 December 2025). Eligible Shareholders may take up some or all or
none of their Rights
Issue Price
NZ$0.45 per New Share, which sum is payable by shareholders with a
registered address in New Zealand, or AU$0.40 per New Share which
sum is payable by Eligible Australian Shareholders. The Issue Price
is at a 15.29% discount to the 10 day VWAP for Enprise shares as at
3 December 2025 being the date before announcement of this Offer to
the market.
Offer size
Maximum amount to be raised under the Offer: NZ$902,342
New Shares
Ordinary Shares of the same class as, and that rank equally with,
Existing Shares at the time of allotment of the New Shares.
Shares currently on
issue
20,052,048 Ordinary Shares quoted on the Main Board
Maximum number of
New Shares being
offered
Up to 2,005,205 New Shares.
Maximum number of
Ordinary Shares on
completion of the Offer
22,070,253 Ordinary Shares
How to apply
Applications must be made by completing an online application at
https://enprise.rightsoffer.co.nz. Payment may be made in New
Zealand dollars by direct debit or Australian dollars by direct credit.
Underwriting
The Offer is not underwritten.

8






IMPORTANT DATES

Event Date
Announcement of the Offer 4 December 2025
Record Date for determining Entitlements 5.00pm (NZ time), 11 December 2025
Dispatch of Entitlement notifications 12 December 2025
Offer opens 10.00am (NZ time), 12 December 2025
Closing Date for the Offer (last day for online
applications with payment), unless extended
5.00pm (NZ time), 23 December 2025
Allotment and issue of New Shares under the Offer 31 December 2025
Expected date for quotation of New Shares issued
under the Offer
31 December 2025

The dates above are subject to change and are indicative only. Enprise Group reserves the
right to amend this timetable (including by extending the Closing Date) subject to applicable
laws and the Listing Rules. Enprise Group reserves the right to withdraw the Offer at any time
at its absolute discretion.

9

3 Business Overview and additional disclosure

Business Overview
Enprise Group consists of the following software business units that provide accounting and
integrated data management solutions to small and medium-sized enterprises in the global
market. These business units are:
• 100% of Kilimanjaro Consulting in both New Zealand and Australia, including 52% of Recipe
Marketing Limited;
• 72.51% share in iSell Pty Limited;
• 32.35% share in Datagate Innovation Limited and
• 6.35% share in Vadacom Holdings Limited.
A summary of the operations for the respective business divisions is provided below.

Kilimanjaro Consulting Group are currently Diamond MYOB Partner resellers that currently
operate from offices in Auckland, Hamilton, Wellington, Sydney, Brisbane, Perth and Melbourne.
Servicing approximately 1,300 customers throughout Australasia, Kilimanjaro Consulting Group
specialises in selling and supporting the MYOB EXO and MYOB Acumatica range of business
management and ERP software. It also sells and services a selection of companion products that
integrate with MYOB products.
Kilimanjaro Consulting Group has the competitive advantage of being the largest, most
experienced New Zealand and Australian reseller and the only trans-Tasman reseller of the
very popular MYOB EXO business and MYOB Acumatica software packages. Kilimanjaro
Consulting Group is the logical choice for businesses that are New Zealand/Australia based
or have offices in both countries and want MYOB EXO or MYOB Acumatica solutions.
Kilimanjaro’s subsidiary Recipe Marketing is a HubSpot partner.
Enprise holds a 72.51% shareholding in iSell, who provide an online quoting platform for
Managed Service Providers under a Software-as-a-Service (SaaS) model. Their innovative IT
Quoter application, a system specifically designed to streamline and enhance all sales functions
performed by IT Resellers through rapid quote creation, sales management, tracking and final
order handling. IT Quoter combines and utilises a single database containing pricing and product
information from multiple distributors (suppliers) and vendors. iSell has 359 customers currently
generating $1.44M in Annual Recurring Revenue (up 17% over last year). iSell has customers
using IT Quoter in Australia, New Zealand, South Africa, United Kingdom, Denmark,
Netherlands, Namibia and the USA.

Country % ARR
Australia 69%
New Zealand 14%
Europe 12%
North America 3%
Africa 2%

100%

Further investment in expanding the functionality and automation is in progress.
1
Kilimanjaro Consulting

2
iSell Pty Limited
(“iSell”)

10






Enprise holds a 32.35% shareholding in Datagate, which provides online reporting and billing
portals for telcos, utility companies and hosted service providers under a Software-as-a-Service
(SaaS) model. Datagate is unique in the sector because it enables resellers to provide a range of
aggregated services to their business customers with minimal investment in technology or back
office resource. The cloud-hosted SaaS model allows global deployment with a business case
that stacks up for small regional business services suppliers as well as large international
providers.
Datagate is currently building up its base of customers and in September 2025 had grown another
23% over the last year to $5.2M annual recurring revenue. Datagate had 482 customers as at 30
September 2025, with 45% from the indirect channel.

Region % ARR
North America 73%
Australia 11%
New Zealand 10%
Europe 6%

100%
If Enprise Group’s 2,446,738 shares in Datagate were valued at Datagate’s September 2024
rights issue price of $2.80 per share, the implied market value of the investment would be
$6,850,866. The book value of the shares as at 30 June 2025 was $888,731, being $5,962,135
below market value at the last raise.

Enprise holds a 6.35% shareholding in Vadacom Holdings Limited, which provides
telecommunication services and a cloud PBX solution. Vadacom Holdings Limited has two
subsidiaries, Next Telecom which provides telecommunications services to SME customers in
New Zealand and Vadacom which provides the cloud PBX software to resellers in New Zealand
and Australia. Vadacom released its new cloud product “Next Voice” to the market in April 2021.
Additional Disclosures
NZMDT Determination
On 19 November 2025 the NZ Markets Disciplinary Tribunal (NZMDT) made a determination that
Enprise Group was not in breach of NZX Listing Rules 2.1.1(c) or 2.13.2(c) through the board’s
decision to determine that Aaron Ridgway is an independent director of the company, and (ii) that
Enprise Group was not in breach of NZX Listing Rule 3.20.1(a) relating to the timeliness of the
appointment of Mr Ridgway to the board in June 2024, as had been alleged by NZ RegCo.
While Enprise Group is pleased that the NZMDT made findings in favour of the company, the
company incurred around $42,000 in unexpected external professional advisory costs responding
to the claim, together with significant director and executive time.

3 Datagate Innovation
Limited (”Datagate”)

4
Vadacom Holdings
Limited

11

4 Terms of the Offer

THE OFFER
The Offer is an offer of New Shares in ENS to Eligible Shareholders under a pro-rata
renounceable rights issue. Under the Offer, Eligible Shareholders are entitled to subscribe for
1 New Share for every 10 Existing Shares held on the Record Date. Any fractional
Entitlements will be rounded up to the nearest whole number. The rights will not be quoted
and cannot be traded on the NZX Main Board.
The New Shares will be of the same class as, and rank equally with, the Existing Shares which
are quoted on the Main Board. It is a term of the Offer that ENS will take any necessary steps
to ensure that the New Shares are, immediately after the issue, quoted.
The maximum number of New Shares being offered under the Offer is 2,005,205.
ISSUE PRICE
The Issue Price under the Offer is NZ$0.45 or AUD$0.40 per New Share. The Issue Price is a
15.29% discount to the 10 day VWAP for Enprise shares as at the date of the announcement of
this Offer to the market. The Issue Price must be paid in full in New Zealand dollars or Australian
dollars on application online at https://enprise.rightsoffer.co.nz, by 5:00pm (New Zealand time)
on 23 December 2025. ENS may (at its discretion) accept late applications and Application
Monies, but has no obligation to do so. ENS may accept or reject (at its discretion) any online
application which it considers is not completed correctly, and may correct any errors or
omissions on any online application.
If an Eligible Shareholder does not apply for any New Shares and pay the associated
Application Monies by the Closing Date (5.00pm on 23 December 2025), their Rights will lapse.
Application Monies received will be held in a trust account with the Registrar until the
corresponding New Shares are allotted or the Application Monies are refunded. Interest earned
on the Application Monies will be for the benefit, and remain the property, of ENS and will be
retained by ENS whether or not the issue and allotment of New Shares takes place.
Any refunds of Application Monies will be made within five Business Days of allotment, or, if a
decision is made not to proceed with the Offer, within five Business Days of the date of that
decision.
ELIGIBILITY
The Offer is only open to Eligible Shareholders or persons that ENS is satisfied can otherwise
participate in the Offer in compliance with all applicable laws.
ENS considers that the legal requirements of jurisdictions other than New Zealand and
Australia are such that it would be unduly onerous for ENS to make the Offer in those
jurisdictions. This decision was made having regard to the small number of Shareholders in
such overseas jurisdictions, the financial resources of ENS and the costs of complying with
overseas legal requirements.
This Offer Document is intended for use only in connection with the Offer to any person
recorded in ENS’ share register as a Shareholder at 5.00pm (NZ time) on the Record Date:
• whose address is shown in ENS’ share register as being in New Zealand; or
• whose address is shown in ENS’s share register as being in Australia, and where ENS
considers that shareholder is also an Eligible Australian Shareholder.
This Offer Document is not to be sent or given to any person outside New Zealand or
Australia in circumstances in which the Offer or distribution of this Offer Document would
be unlawful.

12



OPENING AND CLOSING DATES
The Offer will open for receipt of acceptances from 10am on 11 December 2025 (“Opening
Date”). The last day for receipt of the online application with payment is 5.00pm on 23
December 2025 (Closing Date), subject to ENS varying those dates in accordance with the
Listing Rules.
OVERSUBSCRIPTION FACILITY
Any New Shares in respect of which Rights are not taken up will form the Shortfall and will
be available to Applicants under the Oversubscription Facility at the same price as the
Issue Price. Accordingly, Applicants may apply for an additional number of New Shares in
excess of the Rights they hold subject to the resulting availability.
If Oversubscription Facility applications exceed the amount of the Shortfall then such
applications will be satisfied on a pro-rata basis (calculated based on the proportion of
Existing Shares held by each Applicant to the Oversubscription Facility as at the Record
Date) up to the total number of New Shares comprising the Oversubscription Facility.
Applications for Additional New Shares under the Oversubscription Facility must be
satisfied in cash, and will be accepted (in full or in part) or rejected at the Board’s discretion
and subject to any applicable laws. You must pay for any Additional New Shares in the
same currency as you paid in applying for your Entitlements.
RENUNCIATION OF RIGHTS
The Rights will not be quoted by NZX. If you decide not to take up your Rights and want to
sell them, you may seek to do so privately by selling them prior to the Closing Date using a
Security Renunciation/Transfer Term which you can obtain from MUFG. However, there is
no assurance that you will receive any value for your Rights.
ALLOTMENT OF NEW SHARES
New Shares issued pursuant to the exercise of Entitlements are expected to be allotted
and issued on 31 December 2025 (Issue Date). Transaction statements confirming the
allotment of your New Shares will be issued and mailed in accordance with the Listing
Rules.
TERMS AND RANKING OF NEW SHARES
New Shares allotted and issued will be fully paid and will be the same class as, and rank
equally in all respects with, Existing Shares on issue that are quoted on the Main Board on
the Issue Date. They will give the holder the right to one vote on a resolution at a meeting
of Shareholders (subject to any restrictions in ENS’ constitution or the Listing Rules), the
right to dividends authorised by the Board and the right to a proportionate share in any
distribution of surplus assets of ENS on any liquidation.
COMPLIANCE WITH TAKEOVERS CODE
To enable compliance with the Takeovers Code, to the extent permitted by all applicable
laws, shareholders may give an instruction to ENS in writing to reclassify some of their
existing Shares or to have some of the New Shares issued to them as non-voting shares
having the same terms as unlisted non-voting shares (being shares having the same right
as ordinary shares except that they will not be quoted, will not carry any voting rights, and
may be reclassified as ordinary shares by notice in writing to ENS).

13

PLACEMENT OF SHORTFALL
In the event that there remains a Shortfall after processing of applications under the
Oversubscription Facility, Enprise Group may place some or all of the Shortfall under
Listing Rule 4.4.1(a) as long as the price, terms and conditions are not more favorable to
the person or persons to whom the Shortfall shares are placed than the original Offer and
the issue is completed within three months of the close of the Offer (ie by 23 March 2026
(unless the Offer is extended).
At first instance Enprise will undertake a book build of demand for the Shortfall shares and
will account to relevant holders for any premium bid above the Issue Price. There can be
no assurance that there will be any such premium.
NO MINIMUM AMOUNT TO BE RAISED
There is no minimum amount that must be raised for the Offer to proceed.
MAIN BOARD QUOTATION
The New Shares have been accepted for quotation by NZX and will be quoted upon
completion of allotment procedures. The Main Board is a licensed market operated by
NZX, a licensed market operator, regulated under the FMCA.
NZX LISTING RULES
The issue of New Shares under the Offer is being undertaken under Listing Rule 4.3.1(a)
(Pro-rata issue) and 4.4 (Rules applicable to pro-rata issues).
GOVERNING LAW
This Offer Document, the Offer and any contract resulting from it are governed by the laws
of New Zealand, and each Applicant submits to the exclusive jurisdiction of the courts of
New Zealand.

14

5 Glossary

Additional New Shares
means the New Shares (if any) that you apply for pursuant to the Oversubscription Facility.
Allotment Date
means the date for allotment of New Shares under the Offer, expected to be on
31 December 2025.
Applicant
means an investor whose application for New Shares has been received by the Registrar.
Application
means an application to subscribe for New Shares under this Offer Document.
Application Monies
means monies received from Applicants in respect of their Applications.
Board
means the board of directors of Enprise Group.
Business Day
has the meaning given to that term in the Listing Rules.
Closing Date
means 5.00pm (NZ time) on 23 December 2025 (unless extended in accordance with the
Listing Rules).
Eligible Australian Shareholder
means a shareholder in Enprise Group at 5:00pm (NZ time) on the Record Date who has a
registered address in Australia, and who Enprise Group considers is a person to whom an
offer of shares for issue may lawfully be made without disclosure under Part 6D.2 of the
Corporations Act 2001 (Australia) (as modified by any applicable regulatory instrument).
Eligible Shareholder
means a Shareholder who as at 5.00pm (NZ time) on the Record Date:
• is registered as a Shareholder at 5.00pm (NZ time) on the Record Date and has a
registered address in New Zealand; or
• is a Eligible Australian Shareholder.
Enprise, Enprise Group and
ENS
means Enprise Group Limited.
Entitlement
means the number of Rights to which Eligible Shareholders are entitled.
Entitlement notification
means the personalised Entitlement notification provided to Eligible Shareholders.
Existing Share
means a fully paid ordinary share in Enprise Group on issue at 5.00pm (NZ time) on the
Record Date.
Ineligible Shareholders
means Shareholders other than Eligible Shareholders.
Issue Date
means the date of allotment of the New Shares pursuant to the exercise of Entitlements,
which is expected to on 31 December 2025.
Issue Price
means NZ$0.45 per New Share, which sum is payable by shareholders with a registered
address in New Zealand, or AU$0.40 per New Share which sum is payable by Eligible
Australian Shareholders.
Listing Rules
means the NZX Listing Rules
Main Board
means the NZX Main Board
New Share
means an ordinary share in Enprise Group offered under the Offer of the same class as
(and ranking equally in all respects with) Existing Shares at the time of allotment of the
New Shares.
NZX
means NZX Limited.
NZX Firm
means an entity designated as an NZX Firm under the Participant Rules of NZX.
Offer
means the offer of New Shares to Eligible Shareholders as at the Record Date, under the
renounceable rights offer set out in this Offer Document.
Offer Document
means this document.
Opening Date
means 10am on 12 December 2025.
Ordinary Share
means one ordinary fully paid share in ENS.

15

Record Date
means 5pm (New Zealand time) on 11 December 2025.
Registrar or MUFG
means MUFG Pensions and Market Services Limited.
Right
mans the right to subscribe for 1 New Share for every 10 Existing Shares held on the
Record Date at the Issue Price, issued pursuant to the Offer.
Share
means one Ordinary Share
Shareholder
means a registered holder of Shares on issue.
Shortfall
means the number of New Shares not taken up not taken up by Eligible Shareholders
through their Rights.
Oversubscription Facility
means the facility comprised of the Shortfall and available for subscription to Applicants on
the terms described in this Offer Document.

16

7 Corporate Directory
Apply online at https://enprise.rightsoffer.co.nz
by 5:00pm (New Zealand time) on 23 December 2025

ISSUER
Enprise Group Limited
16 Hugo Johnston Drive Penrose
Auckland 1061
or
PO Box 62262
Sylvia Park
Auckland 1644
T: 64 9 829 5500
E: info@enprise.com

DIRECTORS OF ENPRISE GROUP LIMITED
Nicholas James Paul (Independent Chairperson)
Aaron Ridgway (Independent Director)
Lindsay John Phillips (Non-Executive Director)
Ronald Ivor Baskind (Managing Director)
Susan Stone (Independent Director)

REGISTRAR
MUFG Pensions and Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
T: 64 9 375 5998
W: https://www.mpms.mufg.com/
E: applications.nz@cm.mpms.mufg.com

LEGAL ADVISER
Chapman Tripp
PO Box 2206
Auckland 1140

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