Enprise Group Limited — AGM Information 2017

Sep 13, 2017

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

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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 on Wednesday 27 September 2017 commencing at 10.00 am (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 Nicholas Paul

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

“That Nicholas Paul, who retires in accordance with clause 7.7 of the Company’s Constitution, and having offered himself for re-election and being eligible, is re-elected as a Non-Executive Director of the Company.”

1. 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 the Directors be authorised to fix the Auditor’s remuneration for the forthcoming financial year”.

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 am on Monday 25 September 2017, 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.co.nz Fax +64 9 375 5990 Deliver Link Market Services Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010 Mail Use the enclosed reply paid envelope or address to: Link Market Services Limited PO Box 91976 Auckland 1142 New Zealand

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 11 September 2017

Explanatory Notes

These explanatory notes should provide the following additional information in respect of the above resolutions:

RESOLUTION 1: Re-election of Nicholas Paul

Background

On 1 December 2015 the Board appointed Nicholas Paul as a director to fill the casual vacancies left with the resignation of Mark Loveys. In terms of the constitution of the Company, a director that is appointed by the Board is required to retire at the next general meeting of shareholders. That director is able to seek the approval of the shareholders to be appointed to the Board.

Details of Mr Pauls’ working experience is provided below.

Nicholas Paul – Non-executive Director

Appointed to the board on 1[st] December 2015. Nicholas Paul is a non-Executive Director of the Company. Nick has extensive sales and sales channel management experience in both the NZ and International markets in which Enprise and its subsidiaries operate. Nick was previously CEO of Leading Edge Communications, Sparks' largest independent dealer partner.

The Board with Nicholas Paul abstaining, unanimously recommends that shareholders vote in favour of the re-election of Nicholas Paul as a director of the Company.

RESOLUTION 2: Authority to fix Auditor’s fees and expenses

Background

The Board appointed Staples Rodway to complete the audit for the financial years 2016 and 2017.

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.