Special Meeting

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS Notice is hereby given that the Special Meeting of Shareholders of Enprise Group Limited (Company) will be held at Level 2, 16 Hugo Johnston Drive, Penrose, Auckland on Tuesday, 28 November 2017 at 3pm. The Explanatory Notes which accompany this Notice of Meeting set out the details of the transactions which are the subject of the resolutions and the approval required for each resolution by the shareholders of the Company pursuant to the NZAX Listing Rules (Listing Rules), the Companies Act 1993 (Act) and the constitution of the Company (Constitution). BUSINESS OF THE MEETING 1. Ratification of the Grant of Put Option to the Kilimanjaro shareholders - Ordinary Resolution To consider, and if thought fit, pass the following resolution as an ordinary resolution of the Company: "Shareholders ratify the entry of the Company into the Put Option Deed (Deed) with the shareholders (Kilimanjaro Shareholders) of Kilimanjaro Consulting Pty Limited, (Kilimanjaro) pursuant to which Deed: (a) the Company has agreed to grant in favour of the Kilimanjaro Shareholders an irrevocable put option (Put Option) to require the Company to purchase 6,154 ordinary fully paid shares in Kilimanjaro (Put Option Shares) for a consideration of $3,967,962 if the Put Option is exercised; and (b) the purchase consideration shall be satisfied by the issue of 2,854,649 ordinary fully paid shares in the Company to the Kilimanjaro Shareholders, at an issue price of $1.39 per share, and the transactions described in the Deed are approved, and that the Directors be authorised to take all actions, do all things and execute all documents and agreements necessary or considered by them to be expedient to give effect to such transactions." 2. Approval of the issue of up to 852,664 new ordinary fully paid shares in the Company pursuant to a non-renounceable rights issue - Ordinary Resolution - Listing Rule 7.3.1 "The Directors of the Company are authorised to: (a) issue up to 852,664 ordinary fully paid shares to shareholders of the Company with a registered address in New Zealand, and to certain wholesale shareholders of the Company with a registered address in Australia, at an issue price of $1.39 per Share pursuant to a non-renounceable rights issue ("Rights Issue Shares"); and (b) take all actions, do all things and execute all documents and agreements necessary or considered by them to be necessary or expedient to issue the Rights Issue Shares, such Rights Issue Shares when issued, shall rank pari passu (equally) with all existing ordinary shares of the Company." 3. Ratification of the previous issue of 1,560,000 ordinary shares - Ordinary Resolution - Listing Rule 7.3.5(c) To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: "The previous allotment of 1,560,000 ordinary fully paid shares, issued at an issue price of $1.39 per share, to the shareholders of Kilimanjaro Consulting Pty Limited on 29 September 2017, are hereby ratified and approved" Elliot Cooper Chief Executive Officer End CA:00309759 For:ENS Type:MEETING Time:2017-11-03 11:25:33