EROAD LIMITED ANNOUNCES EQUITY RAISING

1

12 December 2017

Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011

EROAD LIMITED (NZX: ERD): NOTICE OF OFFER OF SAME CLASS FINANCIAL PRODUCTS
EROAD Limited (EROAD) intends to undertake a placement offer of at least $14 million of new fully
paid ordinary shares of the same class as already quoted on the NZX Main Board of NZX Limited.
Following EROAD’s decision to undertake the placement, NMC Trustees Limited as trustee of the
NMC Investment Trust (NMC Trustees), EROAD’s largest shareholder (with 26% of all EROAD shares
on issue), has decided to offer approximately $5 million of its shares for sale. Steven Newman, the
Chief Executive of EROAD, has an indirect interest in the shares held by NMC Trustees. Steven
remains fully committed to the EROAD business, and will remain a significant shareholder following
the placement. Following the placement, Steven is expected to indirectly hold in excess of 21.5% of
all EROAD shares, through NMC Trustees Limited.
Although initiated independently, the placement and the sell down by NMC Trustees (together, the
Offer) will be conducted contemporaneously such that they will appear to be a single placement.

Pursuant to clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) and clause
20 of Schedule 8 of the Financial Markets Conduct Regulations 2014 (FMC Regulations), EROAD
advises that:
1. EROAD and NMC Trustees are making the Offer in reliance upon the exclusion in clause 19
of Schedule 1 of the FMCA and EROAD is giving this notice under clause 20(1)(a) of
Schedule 8 of the FMC Regulations.
2. As at the date of this notice, EROAD is in compliance with:
a. the continuous disclosure obligations that apply to it in relation to EROAD's quoted
ordinary shares; and
b. its "financial reporting obligations" within the meaning set out in clause 20(5) of
Schedule 8 of the FMC Regulations.
3. As at the date of this notice, there is no information that is "excluded information" within
the meaning set out in clause 20(5) of Schedule 8 of the FMC Regulations.
The Offer is not expected to have any effect on the control of EROAD within the meaning set out in
clause 48 of Schedule 1 of the FMCA. While NMC Trustees Limited is expected to reduce its
shareholding in EROAD, it will retain a significant stake in EROAD immediately following the
transactions and is expected to remain the largest shareholder of EROAD.

2


On behalf of
EROAD Limited

Michael Bushby
Chairman

---

12 December 2017
Investor presentation

2
Important information
The information in this document and any information provided during any presentation of this document (collectively, Information) has been compiled solely to provide interested parties with further
information about EROAD Limited (EROAD). No part of it may be reproduced or provided to any person or used for any other purpose.
The Information does not constitute, or contain, an offer of securities or financial products to any person. This document does not constitute a product disclosure statement or other disclosure document for
the purposes of the Financial Markets Conduct Act 2013. No legal or other obligation will arise between an interested party and any of EROAD, its related companies, or any other person, in relation to the
Information.
All of the data provided in this document is derived from publicly available information in relation to EROAD (including EROAD’sannual report for its financial year ended 31 March 2017), unless otherwise
indicated.
The Information does not purport to contain all the information that an interested party may require. An interested party shouldconduct its own analysis of the Information and should not rely on it without
independent verification.
To the maximum extent permitted by law, none of EROAD, FNZC, or any of either of their respective subsidiaries, related companies, shareholders, directors, officers, employees, partners, agents or
advisers, or any other person, makes any representation or warranty, or provides any undertaking, in relation to any Informationand they shall have no liability (including for negligence) for: any errors or
omissions in the Information; or failure to correct or update the Information, or any other written or oral communications provided in relation to the Information; or any claim, loss or damage (whether
foreseeable or not) arising from the use of any of the Information or otherwise arising in connection with the Information.
The Information may contain forward looking statements with respect to the financial condition, results of operations and business, and business strategy of EROAD. EROAD gives no assurance that the
assumptions upon which EROAD based its forward looking statements will be correct, or that its business and operations will not be affected in any substantial manner by other factors not currently
foreseeable by EROAD or beyond its control. Accordingly, EROAD can make no assurance that the forward looking statements willberealised.
A number of financial measures may be used in this presentation. You should not consider any of these in isolation from, or as asubstitute for, the information provided in the financial statements available
at www.eroadglobal.com/global/investors/.
The Information is of a general nature and does not constitute financial product advice, investment advice or any recommendation. The Information does not constitute an offer to sell, or a solicitation of an
offer to buy, any financial product and may not be relied upon in connection with the purchase or sale of any financial product.Nothing in the Information constitutes legal, financial, tax or other advice.

3
Introduction
•EROAD is undertaking a capital raise to provide funds to upgrade its customer support systems, raise funds for new products / product enhancements, and to repay its non
bank lender
•Proceeds raised primarily relate to either the ANZ business or systems utilised across the whole business (regardless of jurisdiction)
•As announced on 28 November 2017, EROAD has engaged FNZC to undertake a strategic review of its North American business. Thereview is focused on evaluating options
to further capture the compelling growth opportunity in North America and will consider potential partnership, joint venture andother opportunities
•EROAD intends to raise at least $18 million via:
•An underwritten placement of ordinary shares of at least $14 million;and
•A subsequent offer of ordinary shares to existing New Zealand retail investors via an underwritten Share Purchase Plan (‘SPP’) of at least $4 million. The SPP is
expected to be undertaken early in calendar year 2018
•New shares issued will rank equally with EROAD’s existing ordinary shares in all respects
•In conjunction with EROAD’s capital raise, its largest shareholder NMC Trustees Limited (which currently holds 26% of all EROAD shares on issue) intends to sell
approximately $5 million of EROAD shares through an underwritten placement (Chief Executive Steven Newman holds an indirect interest in the EROAD shares held by
NMC Trustees Limited)
•Through NMC Trustees Limited, Steven has been the largest shareholder in EROAD since his initial investment on 31 October2007
•Steven remains fully committed to the EROAD business, and will remain a significant shareholder. Following the placement (and prior to the SPP), Steven is expected to
indirectly hold in excess of 21.5% of all EROAD shares, through NMC Trustees Limited.
•Costs associated with the sale of shares will be borne directly by NMC Trustees Limited
SALE OF SHARES BY NMC TRUSTEES LIMITED
EROAD CAPITAL RAISE
UPDATE AND GUIDANCE
•In November 2017 EROAD added 1,981 and 2,093 net new contracted units in ANZ and North America respectively
•For the full FY18 year EROAD expects:
•Total contracted units in excess of 77,000
•Total group revenue between $46.9 million and $47.6 million
•Group EBITDA between $12.8 million and $13.3 million

EROAD
OVERVIEW

5
Overview -EROAD modernises tax compliance and health & safety for commercial
vehicles
•In 2009, EROAD introduced the world’s first nationwide electronic
road user charging (eRUC) system in New Zealand
•Operations in Australia & New Zealand (ANZ) andNorth America
(NA)
•Sole heavy vehicle technology supplier for California Road User
Charge Pilot, and recently selected to participate in a mileage-based
user pilot for I-95 corridor coalition
•EROAD’s services offered include:
•Tax compliance
•Health & Safety
•Fleet management
•EROAD’s world class system consists of:
•Electronic Distance Recorder (In-cab Hardware)
•Electronic Logbook application (Mobile Software)
•Cloud based online applications portal (Software)
•Bank Grade Payment Gateway
•EROAD’s customers range from owner drivers to large fleet operators

6
Value proposition -EROAD differentiates via value adding compliance products
•EROAD’s business is built on a secure, highly available platform for tax compliance, with EROAD subsequently expanding into Health and Safety
compliance and Fleet Management services.
•By contrast general fleet management companies have built platforms for the provision of Fleet Management services only, so have platform
limitations in moving up the value chain
TAXCOMPLIANCE
•Weight Mile Tax (WMT) -NA
•International Fuel Tax (IFTA) -NA
•Road User Charges (RUC)
HEALTHAND SAFETY COMPLIANCE
•Hours of service -NZ
•Driver Vehicle Inspection Report (DVIR) -NA
•International Registration (IRP) -NA
•Electronic Logging Device (ELD), Hours of Service -NA
•Storage enabling customer audit reporting
•Driver health and safety management and reporting
•Storage enabling internal and external audit reporting
FLEET MANAGEMENT
•Driver identification
•Vehicle maintenance scheduling
•Vehicle tracking and fleet activity
•Fuel and idling reporting
•Driver messaging
More value
-
added services
EROAD
value add
FLEET MANAGEMENT
GENERAL FLEET MANAGEMENT
COMPANIES
Bottom up
EROAD
Less competition
Platform Capability
Limit
Greater complexity

7
Near Term Opportunity -EROAD is operating in a large total addressable market
•EROAD is well established in the ANZ market
•In New Zealand EROAD now collects 39% of all heavy vehicle RUC with strong growth also being achieved in the light commercialvehicle segment
•EROAD’s Australian business (operationally managed from New Zealand) provides fleet management services primarily to trans-Tasman customers
•EROAD’s focus has widened to North America as ELD, WMT and IFTA have opened large new opportunities
Australia
700kheavy vehicles
USAELDshours of service3m
vehiclesInterstate only
ELD
Hours of service
USA, Canada and Mexico
andintrastate
USA
IFTA & IRP services
2.9mvehicles
Prospect:
California, Eastern USA(I-95)
Oregon eWMT
306kvehicles
New Zealand500k
commerciallightvehicles
New Zealand120k
heavy vehicles
EROAD is leveraging its platform, initially built for NZ RUC, to access significantly larger market opportunities
Australia
2.9m
light commercial vehicles
Total ANZ units
2
:52,916Total North American units
2
: 2,995
LARGE TOTAL ADDRESSABLE MARKET IS AVAILABLE
Current operationsPotential operations
Australia & New Zealand‣Oregon ‣Northwest ‣North America
1
Note: for a full description of ELD, WMT, IFTA and IRP please see the Appendix of this presentation
1. There is continued lobbying in North America to delay the implementation date of the ELD mandate via an executive order to at least 1 April 2018 (which is the date federal and state enforcement officers will start enforcing ELD
compliance), or potentially longer
2. As at 30 November 2017
See the Appendix
for a detailed
description of key
product terms

8
Longer Term Prospects –Infrastructure funding needs provide longer term
opportunities
•Globally, freight transport by road is forecast to continue to
increase significantly
•As increasing numbers of trucks move larger volumes of freight,
significant pressure is put on existing transport infrastructure
•Transport authorities are increasingly facing problems around
funding the maintenance and expansion of road and highway
infrastructure
•Fuel excise taxes and vehicle registration fees often fall short of
meeting the costs of road funding, further exacerbated by the
advent of electric vehicles (which don’t pay fuel excise taxes)
•EROAD selected to participate in the first multi-state pilot to
explore the feasibility of a Mileage-Based User Fee (MBUF) along
the United States’ eastern seaboard (the I-95 Corridor Coalition
truck pilot)
•Estimated over US$1 trillion required to fund streets and roads in
the United States
1
•Australia investigating the introduction of road user charging
Existing road funding regimes offer potential for
modernisation using electronic systems to improve
efficiency and accountability
1. Source: American Society of Civil Engineers, 2015
What is Behind America’s Road Funding Challenge?
Paying for road time? User-based
system could fund transportation needs
in state, tax watchdog says
The fund to repair America's crumbling infrastructure
is almost out of cash
Source: The Verge, November 2015
Source: uscommonsense.org, November 2015
America’s roads score a “D” grade
“America’s roads are often crowded, frequently in poor condition, chronically underfunded, and are
becoming more dangerous.”
Source: Leader Telegram, November 2017
Source: American Society of Civil Engineers Report, 2017
Infrastructure Australia has recently
recommended that the Commonwealth
Government should initiate a public
inquiry into the limitations of the existing
charging and funding framework for roads
and to develop a pathway to road user
charging reform in Australia.
Source: The Australian Government’s Response to
Infrastructure Australia’sAustralian Infrastructure
Plan, November 2016

9
Strategy -How EROAD creates shareholder value
Identify and foster
market opportunities
1.
e.g. North America: I-95 multi state Mileage Based User
Fee (MBUF) pilot announced November 2017; EROAD
selected as the sole heavy vehicle provider in the
California Road Charge Pilot Program in 2016
1
Design, develop and validate
solution with stakeholders
2.
e.g. Driver Vehicle Inspection Report (DVIR), being implemented in
North America in December 2017
R&D and Business
Development
Operations, Sales,
Business Processes,
Customer Service
Build long term sustainable
business that continues to
meet needs of all stakeholders
4.
e.g. New Zealand: Road User Charges (RUC) and Health & Safety
As at 30 November 2017, EROAD had 52,916 total contracted units
in ANZ
Establish commercial
operations to address
market opportunity
3.
e.g. North America: International Fuel Tax Agreement
(IFTA) and Electronic Logging Devices (ELD)
As at 30 November 2017, EROAD had 12,995 total
contracted units in North America
1. The CalifornianRoad Charge Pilot Program was the single largest heavy vehicle and light vehicle pilot in North America

10
EROADderivesrevenuefromtwomainsources:recurringrevenueandhardware sales
•EROAD’s business model generates high levels of recurring revenue
•In addition, material growth options are available to increase recurring revenue and hardware sales, plus new sources of revenue(in particular,
monetising data)
Other
•Other revenue is earned from four sources
•Transport statistics (monetising data);
•Accessory sales;
•Consulting and advisory services; and
•Research grants
Hardware sales
•Approximately 8% of EROAD’s units are sold (rather than rented)
•Hardware sales provide higher initial earnings and cash flow
Recurring revenue
(Dominant revenue
stream)
•Recurring revenue is generated from all customers through monthly charges for both services and rental of hardware
•Approximately 92% of units across New Zealand, Australia and North America are rented, generally on a 36-month term, with the majority of
customers then renewing the contracts
•On occasion, EROAD leases units for longer than the usual 36 month rental period. In such instances, the subtance of the transaction is assessed,
and if it is considered that substantially all the risks and rewards of ownership have been transferred, the arrangement is acccounted for as a
finance lease
•Customer retention rates are strong at 98%
•In addition, EROAD receives incremental recurring revenue from transaction fees each time a customer purchases RUC from NZTA through
EROAD’s platform
•Future Contracted Income as at 1HY18 was $75 million

ACHIEVEMENTS AND
OUTLOOK

12
Achievements and key events -EROAD continues to gather momentum
•EROAD continues to achieve
key milestones
•In 2009 EROAD introduced the
world’s first nationwide
electronic road user charging
(eRUC) system in New Zealand
•eRUC has grown rapidly, and
now accounts for more than
50% of heavy transport RUC
collected in New Zealand (with
EROAD collecting 39% of all
such RUC) and continues to
take share from paper based
RUC
•In 2014 EROAD introduced the
first electronic Weight Mile Tax
service in the US
•In 2017 EROAD launched its
ELD product in North America,
which is: ranked #3 (of 24) by
ELDratings.com, and
independently verified by PIT
Group
2016
Launches Ehubo2 in NZ
2014
EROAD listed on the
NZX in August 2014
2014
Launches in North
America with the
first electronic WMT
service in the US
2017
Launches
ELD in North
America
USA
ANZ
2017
Launches mobile DVIR
product, Inspect, in NZ
2017
Finalist in 3 categories at
NZ Hi-Tech Awards
2017
2014-2016
Included on Deloitte
Technology Fast500
Asia Pacific
2014
Launches NZ Transport
Agency approved electronic
logbook in NZ
2014
EROAD’s electronic WMT solution
receives independent unqualified
opinion from Oregon Secretary of
State Audits Division
2015
Launches
electronic logbook
and IFTA service in
North America
2017
EROAD’s ELD is
ranked number three
by ELDratings.com
(out of 24 ELDs rated)
2017
Registered with the
Federal Motor Carrier
Safety Administration
(FMCSA) in the USA
2016
EROAD selected as
the sole provider in
the California Road
Charge Pilot Program
2017
ELD solution receives
independent
verification from the
the PIT Group
2014Today
EROAD TIMELINE
POST IPO
2017
EROAD collects 80% of
all Heavy Vehicle eRUC
in NZ
2017 (ANZ & US)
New Multi-Option
Credit Facility Secured.
Put in place July 2017
2017
Right sized R&D team
post completion of
major R&D projects
(including ELD)
3,113
2,323
3,216
2,439
2,895
3,582
2,227
2,384
4,411
7,086
1Q 162Q 163Q 164Q 161Q 172Q 173Q 174Q 171Q 182Q 18
NET NEW CONTRACTED UNITS
(UNIT SALES PER QUARTER, NORTH AMERICA AND ANZ MARKETS)

13
Unit sales -ongoing ANZ growth and increasing momentum in North American unit sales
•EROAD forecasts continued strong growth in net new contracted units
for the remainder of FY18, primarily driven by:
•In ANZ, on-going momentum of light commerical and heavy vehicles sales, plus recent
large contracts wins, including an extension by a large existing enterprise customer; and
•In North America, ongoing growth from legislated ELD requirements
•Average monthly revenue per unit for FY18 is expected to be
approximately $54 per unit, driven by factors including:
•Cutomers upgrading to EHUBO2;
•Customers upgrading service plans;
•Continued penetration into lighter vehicles; and
•Increasing number of contracts up for renewal
1. A wide forecast range has been provided for North American Q4 volumes due to uncertain market conditions post the ELD mandate deadline which is currently 18 December 2017. As noted in footnote 1 on page 7 continued lobbying to extend
the implementation date is currently occurring
2. Calculated as total contracted units multiplied by average revenue per unit (per month) x 12
Estimated FY18 Units and Annualised Recurring Revenue
ANZNorth AmericaTotal
HY1849,8029,73659,538
Net New Contracted Units
3Q 18 estimate~4,550-4,950~4,800-5,200~9,350-10,150
4Q 18 estimate~5,000-5,600~3,200-5,600~8,200-11,200
Estimate of total contracted units as
at FY18
~59,300+~17,700+~77,000+
Average revenue per unit~$54
Annualised recurring revenue as at 31 March 2018
2
~50 million+
1,166
2,093
~1,800
897
271
796
547
422
378
392
409
1,321
2,313
~4,800-5,200
~3,200-5,600
1Q 162Q 163Q 164Q 161Q 172Q 173Q 174Q 171Q 182Q 183Q 184Q 18
Oct-17Nov-17Forecast
1,133
1,981
~1,650
2,216
2,052
2,420
1,892
2,473
3,204
1,835
1,975
3,090
4,773
~4,550-4,950
~5,000-5,600
1Q 162Q 163Q 164Q 161Q 172Q 173Q 174Q 171Q 182Q 183Q 184Q 18
Oct-17Nov-17Forecast
ANZ: NET NEW CONTRACTED UNITS
(UNIT SALES PER QUARTER)
NORTH AMERICA: NET NEW CONTRACTED UNITS
(UNIT SALES PER QUARTER)
1
Momentum has increased
in North America, following
rejection of the ELD legal
challenge in June 2017

14
$0.7
$1.9
$3.2
$0.3
$1.4
$2.2
~$5.1-$5.5
-
$0.4
$2.2
$4.1
~$8.3-$8.7
FY14FY15FY16FY17FY18
1H2H
$4.3
$7.8
$11.2
$13.2
$17.4
$5.6
$9.4
$12.0
$14.7
~$21.2-$21.5
$10.0
$17.2
$23.3
$27.8
~$38.6-$38.9
FY14FY15FY16FY17FY18
1H2H
Revenue growth -driven by unit sales
ANZ: REVENUE (NZ$m)
1
NORTH AMERICA: REVENUE (NZ$m)
1. Excludes intercompany revenue
•Revenue in 2HY18 will be predominantly driven by:
•Growth in new contracted units
•Recognition of additional revenue for units sold partway through the prior
period
•Recurring revenue per unit at $54per month
+39-40%
+102-112%

15
EBITDA–growth primarily driven by increase in total contracted units
EBITDA MOVEMENT FY17 to FY18 (NZ$m)
•Growth in revenue driven predominantly by unit growth, see previous
slide for details
•Increased expenses driven by:
•Increase in COGS related to servicing of additional units
•Lower capitalised costs, due to taking a more conservative approach to
capitalisation / expensing
•Increased North American salaries and expenses driven by investment in
US sales capability to better capture the ELD opportunity
•Costs incurred in relation to resizing the R&D team following completion
of key projects
$7.1
~$14.1-$14.9
~$(8.4)-$(8.7)
~$12.8-$13.3
~$1.2
~$14.0-$14.5
FY17RevenueExpensesFY18One offsFY18 excluding
one offs
1
1. The major component of one off costs was restructuring costs

Funding

17
$11.1
($2.5)
($4.6)
($4.0)
($4.3)
($7.0)
$0.9
$0.8
$6.6
$1.9
$19.0
$12.5
$26.4
$15.2
-
$5.0
$10.0
$15.0
$20.0
$25.0
$30.0
$35.0
$40.0
Available net
cash & debt
facility (as at
31-Mar-17)
EBITDA ANZEBITDA
North
America
EBITDA
Corporate
and R&D
Expensed
Working
Capital
R&D
Capitalised
Funding
Rental Units
Available net
cash & debt
facility (as at
30-Sep-17)
($m)
Net Debt -Cash generated by ANZ business funds operating activities
CASH & AVAILABLE DEBT FACILITY MOVEMENT (NZ$m)
6 Months to 30 September 2017
Available committed cash advance facility (funding for units only)
1
1. Adjusted for July 2017 refinance of EROAD’s debt facilities, whereby the CCAF facility increased to $19m, and the term debt facility was refinanced to $10.5m, and the working capital overdraft facility was refinanced to $3.0m
Net cash flow from
operations $0.0m
Net cash flow from
investing $11.2m
A
B
Cash, available term loan & overdraft facility for regular working capital &
other capex
•EROAD’s current debt facilities (signed in December 2017), provide
significant funding for rental units:
•As at 30 September 2017 EROAD’s Committed Cash Advance Facility
(CCAF) to fund unit growth had remaining capacity of $12.5m;
•The December facility capped and converted to Term Debt (equal to the
$12.6m drawn under the previous CCAF). New CCAF of $19m introduced
•In addition, EROAD’s cash, available term debt and available overdraft
provide additional funding for regular working capital and other capex
requirements:
•As at 30 September 2017 this amounted to $2.8m of funds;
•The November facility increased these funds by approximately $2m
through an extended overdraft
$7.0m of debt
drawn down as at
31-Mar-17
1
($33.4m
total capacity)
$18.1m debt
drawn down as
at 30-Sep-17
($33.4m total
capacity)
A
B
As the majority of EROAD’s debt facilities are provided against the
Future Contracted Income of the rental units (i.e. the majority of
EROAD’s debt capacity is in the form of the CCAF), any significant
non-unit capex requires additional funding

18
Capital Raising -Use of funds predominately supports non-unit capex
Use of funds DescriptionMarketTypeAmount
(NZ$m)
Supporting core
business growth
Upgrade customer
support systems to
maintain high service
levels
‐Upgrade customer transaction systems
‐Additional online onboarding and training tools
‐Billing engine replacement
‐Upgrade lease management system
Whole businessCapex2.5
Working capital for
inventory growth
‐Fund component costs and finished goods inventory. EROAD funds inventory:
(1)at the pre manufacture component stage; and
(2)post assembly pre-sale.
‐Inventory is funded externally once a rental contract has been entered into through:
(1)the assembly stage by EROAD's third party manufacturer; and
(2)by EROAD's bank facilty provider(based on a percentage of future contracted income)
Whole businessWorking capital2.0
Incremental
growth
Transport analytics
insights
Newproducts /
enhancements
-Build digital ecosystem to better collect and analyse transport data includingfunding development staff
through set up stage, prior to revenue generation ($0.5m for development staff)
-New disruptive monetisedproduct offerings or product expansions within existing geographies
-Potential inorganic growth, particularlyin the changing North American market, and/or in the data
analytics space
Whole businessPredominantly
Capex
8.5+
Replacement of
non bank lender
and offercosts
Debtreplacement-Predominantly to replace non-bank lender funding (which is already closed to new customers),
simplifying EROAD's funding structure and operational activities
-Offer costs
ANZDebt replacement5.0
Total18.0+
Proceeds raised primarily relate to either the ANZ business or systems utilised across the whole business (regardless of jurisdiction)
As announced on 28 November 2017, EROAD has engaged FNZC to undertake a strategic review of its North American business. Thereview is focused on evaluating options
to further capture the compelling growth opportunity in North America and will consider potential partnership, joint venturesand other opportunities

19
Key Contact
Jason Dale
Chief Financial Officer
Jason.dale@eroad.com
+64 21 359 017

APPENDIX

21
Glossary of key terms
Road User Charges (RUC)
The New Zealand Transport Agency requires all
diesel vehicles and all vehicles with a manufacturer’s
gross laden weight of greater than 3.5 tonnes to pay
RUC. Revenue collected is dedicated to the National
Land Transport Fund, which funds road
improvements and maintenance, public transport
and road safety
EROAD introduced the world’s first nationwide
electronic road user charging system in New Zealand
in 2009
Electronic Logging Device (ELD)
The ELD mandate was introduced by the Federal
Motor Carrier Safety Administration (FMCSA) in
December 2015. The ruling mandates the use of
ELDs by 4m commercial vehicles from December
2017.
EROAD registered the first fixed in-cab ELD solution
with the FMCSA in March 2017 . EROAD’s ELD is
currently rated number 3 out of 26 by ELD
ratings.com
International Fuel Tax
Agreement (IFTA)
IFTA is an agreement between the lower 48 states of
the United States and the Canadian provinces, to
simplify the reporting of fuel use by motor carriers
that operate in more than one jurisdiction.
EROAD’s fuel tax reporting simplifies the IFTA
mandated quarterly tax return process
International Registration Plan
(IRP)
The IRP is an agreement among states of the US,
District of Columbia and Canada providing for
payment of commercial motor carrier registration
fees.
EROADs IRP automatically generates the required
trip information to support distance record
requirements for IRP
Weight Mile Tax (WMT)
Commercial vehicles weighing more than 26,000
pounds are required to pay WMTin Oregon.
TheWMT is based on two factors: a vehicle
combination's declaredweightand the distance
travelled on public roads.
EROAD’s WMT solution automatically generates the
required trip information to support WMT reporting
requirements
North AmericaANZ

22
Debt Funding -November debt facilities ensure capacity to fund unit growth
•During HY18, EROAD secured a new credit facility with the BNZ totalling $33.4 million, which was first drawn in July 2017
•Subsequent to the end of HY18, EROAD signed a facility agreement with the BNZ to further extend its facilities by approximately $16 million
($14 million of growth facility and $2 million of overdraft), to support expected increases in the sales pipeline
•The subsequent facility will be used primarily to provide growth funding for the financing of new units leased to customers in New Zealand,
Australia and North America–to be drawn down in accordance with the execution of new rental contracts
•The subsequent facility has a revised expiry date of 1 April 2019
•Covenants and funding rates are in line with the previous agreement, however, margins have increased by 25 bps across all facilities –an
umbrella limit of $35 million also applies
•Term Debt: $9.5 million amortising over 30 months, repaid quarterly
•Second Term Debt Facility representing Capped Committed Cash Advance Facility
1
: $12.6
million, amortising over 33 months
•Committed Cash Advance Facility
1
: $21 million to fund unit growth, amortising over 36
months
•Overdraft facility $5 million (increased from $3 million)
NEW DEBT FACILITES
1. Facilities are in local currencies and to local market rates
New Multi-Option
Credit Facility Secured
First drawn inJuly 2017,
Revised in November 2017

---

NZX Release

EROAD LIMITED ANNOUNCES EQUITY RAISING

12 December 2017

EROAD Limited (NZX: ERD) (EROAD) is pleased to announce that it will be raising new capital to
support the continued implementation of its strategy. The capital will be raised via a combination of
a placement to raise at least $14 million and a Share Purchase Plan (SPP) to raise at least $4 million.

EROAD forecasts continued strong growth in net new contracted units for the remainder of FY18. To
service the continued growth, EROAD intends to use the capital raised to support three key areas of
EROAD’s business: business processes, non-bank debt replacement and incremental growth.

To support core business growth, $4.5 million will be used for upgrading customer support systems
to maintain high service levels as well as providing working capital for inventory growth. Additionally,
$5 million has been budgeted for replacing non-bank lender funding to simplify EROAD’s funding
structure and operational activities. The remaining $8.5 million or more will be used to develop and
expand disruptive product offerings as well as building a digital ecosystem to better collect and
analyse transport data and potential inorganic growth.


The placement will be conducted today through a bookbuild in which institutional and other select
investors in New Zealand, Australia, Hong Kong and Singapore will be invited to participate by First
NZ Capital Securities Limited.

Following EROAD’s decision to undertake the placement, NMC Trustees Limited as trustee of the
NMC Investment Trust (NMC Trustees), EROAD’s largest shareholder (with 26% of all EROAD shares
on issue), decided to offer approximately $5 million of its shares for sale through the placement.
Steven Newman, the Chief Executive of EROAD, has an indirect interest in the shares held by NMC
Trustees. Steven remains fully committed to the EROAD business, and will remain a significant
shareholder following the placement. Following the placement, Steven is expected to indirectly hold
in excess of 21.5% of all EROAD shares, through NMC Trustees Limited.

In addition to the placement, EROAD intends to make an offer of at least $4 million through an SPP.
The SPP is expected to give each EROAD shareholder whose address recorded in EROAD’s share
register is in New Zealand an opportunity to subscribe for shares. The final terms of the SPP are
expected to be announced in more detail in early calendar year 2018, but eligible shareholders will
pay the lower of the placement price or a discount to the share price at the time.


The placement and SPP will be fully underwritten by First NZ Capital Securities Limited.

A copy of the notice of offer of same class financial products and investor presentation accompany
this announcement.


- Ends -

For further information please contact:
Michael Bushby
Chairman
Michael.Bushby@eroad.com
+64 9 927 4700

About EROAD

EROAD is a fully integrated technology, tolling and services provider. EROAD’s goal is to offer
flexible and powerful solutions based on its innovative technology to assist in the creation of a
transport sector that is responsive to the evolving needs of business, government and the wider
community.

The EROAD platform consists of a secure electronic distance recorder (Ehubo), integrated with
mobile applications, and an online bank-grade payment gateway and services portal. It undertakes
design and manufacture of its in-vehicle hardware, as well as software development, from its
headquarters in Auckland, New Zealand.

EROAD’s advanced technology provides road charging, compliance and commercial services with
the same platform to lower overall client and delivery costs for transport operators across New
Zealand, Australia and North America.