Enterprise Group, Inc. — M&A Activity 2025

May 12, 2025

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Enterprise Group, Inc. (the “Company” or “Enterprise”)

200, 340 Circle Drive

St. Albert, Alberta T8N 7L5

Item 2 Date of Material Change

The material change occurred on April 30, 2025.

Item 3 News Release

Enterprise issued a news release relating to the material change described herein on May 1, 2025, through Newsfile Corp.

Item 4 Summary of Material Change

Enterprise entered into a share purchase agreement to acquire all of the shares of Flex Leasing Power and Service ULC for a purchase price of $20 million, subject to certain adjustments.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

Enterprise entered into a share purchase agreement to acquire all of the shares of Flex Leasing Power and Service ULC (“FlexEnergy Canada”) from Flex Leasing Power and Service LLC (“FlexEnergy Solutions”) for a purchase price of $20 million (the “Purchase Price”), subject to certain adjustments. The acquisition was financed through existing cash reserves and Enterprise’s credit facility and was completed on May 7, 2025.

With this strategic transaction, Enterprise became the exclusive supplier for FlexEnergy turbines in Canada, further solidifying its market leadership and positioning Enterprise at the forefront of addressing the growing demand for reliable and efficient natural gas to electric power solutions across Canada and various industries.

The acquisition not only expands Enterprise’s equipment fleet by adding 17 turbine generators, but also establishes a platform from which to add FlexEnergy Solutions’ innovative 2.0-megawatt unit that meets the highest standards of power generation efficiency. Additionally, the acquisition includes several long-term lease and service contracts, ensuring a steady stream of recurring revenue.

The integration of FlexEnergy Canada into Enterprise Group will enhance the Company’s offerings significantly. Not only will Enterprise continue to meet temporary and project-based power needs, but it will also provide permanent installation solutions with long-term lease options catering to a wider range of customer needs across all industries.

The acquisition also includes a team of highly trained specialists, ensuring continued excellence in turbine technology and operations. This expansion aligns with the growing trend towards mobile, temporary natural gas power solutions, which offer a more cost-effective and environmentally friendly alternative to traditional diesel.

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Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

For further information, please contact Leonard Jaroszuk, Chief Executive Officer of Enterprise at (780) 418-4400.

Item 9 Date of Report

May 12, 2025

Forward-Looking Information

This material change report may contain certain forward-looking information, as defined under applicable Canadian securities legislation, that is not based on historical fact, including without limitation statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. In particular, this material change report includes forward-looking information relating to the Company's purchase of the shares of FlexEnergy Canada; the benefits of the acquisition, including potential revenue from long-term lease and service contracts; and the integration of FlexEnergy Canada with the Company's existing operations. Actual results, events or developments could be materially different from those expressed or implied by these forward-looking statements. There is no assurance that any of the events or expectations will occur or be realized. By their nature, forward-looking statements are subject to numerous assumptions and risk factors including those discussed in the Company's Annual Information Form and most recent MD&A which are incorporated herein by reference and are available through SEDAR at www.sedarplus.ca. The forward-looking statements contained in this material change report are expressly qualified by this cautionary statement and are made as of the date thereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.