Enprise Group Limited — AGM Information 2021

Nov 2, 2021

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

==> picture [137 x 118] intentionally omitted <==

Notice is given that an Annual Meeting of shareholders of Enprise Group Limited (Company) will be held online (connection details below) on Friday 26 November 2021 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 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 Ronald Baskind

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

“That Ronald 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. 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 online or by appointing a proxy to attend online 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 Wednesday 24 November 2021, 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 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 on-line AGM

Link to join Webinar:

https://us06web.zoom.us/j/89318644344?pwd=aXpicXg0UlFDUjlyWW43c3J5L2UwQT09

Passcode: 957114

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

2 November 2021

Explanatory Notes

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

RESOLUTION 1: Re-election of Lindsay Phillips

Background

In accordance with Rule 2.7.1 of the Listing Rules, a director may not hold office, without being reelected, past the third annual meeting after his or her appointment or re-election, or for three years, whichever is the longer. Mr Phillips was last re-elected in 2018.

Details of Mr Phillips’s working experience is provided 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.

No other nominations for directors were received from shareholders.

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 Ronald Baskind

Background

In accordance with Rule 2.7.1 of the Listing Rules, a director may not hold office, without being reelected, past the third annual meeting after his or her appointment or re-election, or for three years, whichever is the longer. Mr Baskind was elected in 2018.

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

Ronald Baskind –-Executive Director

Appointed to the board on 31[st] January 2018.

Ronald Baskind is a CEO of the Company’s Enterprise Division. The Enterprise Division was formed by the complete merger of the operations of Kilimanjaro Consulting in Australia and Enprise Solutions in New Zealand in January 2020.

No other nominations for directors were received from shareholders.

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

RESOLUTION 3: Authority to fix Auditor’s fees and expenses

Background

The Board appointed RSM Hayes Audit to complete the audit for the financial years 2020 and 2021.

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 3.