EROAD LIMITED ANNOUNCES SHARE PURCHASE PLAN

NZX Release

EROAD LIMITED ANNOUNCES SHARE PURCHASE PLAN

8 February 2018


EROAD Limited (EROAD) announced on 12 December 2017 that it intended to raise at least $18
million of new capital. The first stage of the capital raising successfully raised $15.5 million through
an equity placement to existing and new investors. As part of the placement, NMC Trustees
Limited as trustee of the NMC Investment Trust, EROAD’s largest shareholder, also successfully
offered $5 million of its shares for sale through the placement. EROAD announced in December
2017 that it intended to raise at least $4 million of ordinary shares through a Share Purchase Plan
(SPP). Given the strong interest that investors have shown in the SPP and EROAD’s desire to
provide its loyal retail shareholder base with an opportunity to participate in the SPP, EROAD now
intends to increase the size of the SPP to $6 million of ordinary shares.
EROAD is pleased to announce that the SPP opens today. The SPP gives each EROAD shareholder
recorded in the share register with a New Zealand address as at 5.00pm on 7 February 2018, or who
EROAD is satisfied can otherwise participate in the SPP in compliance with all applicable laws, an
opportunity to subscribe for up to $15,000 of shares at a price which is not more than $3.04 (being
the price paid by investors in EROAD’s share placement to institutional investors in December
2017).
The full terms and conditions of the SPP are contained in the attached EROAD Share Purchase Plan
offer document, and accompanying Chairman’s letter, which will also be posted or electronically
communicated to all eligible shareholders. Acceptances must be received by 5.00pm on 27 February
2018 and shares will be allotted on 6 March 2018.
A copy of the notice of offer of same class financial products for issue and Appendix 7 for the SPP
accompany this announcement.


- Ends -
For further information contact:
Michael Bushby
Chairman
Michael.Bushby@eroad.com
+64 9 927 4713
About EROAD

EROAD modernises road charging and tax compliance and health and safety compliance for road
transport by replacing paper-based systems with easy-to-use electronic systems that also improve
fleet management. The company is headquartered in Auckland, New Zealand, and listed on the
New Zealand Exchange (NZX). Its US business is based in Portland, Oregon, serving customers with


TEL +64 9 927 4700
PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757
Page 1
FREE 0800 4-EROAD Auckland, New Zealand
eroad.co.nz

vehicles operating in every US mainland state, growing outward in concentration from the
Northwest. In 2009 EROAD introduced the world’s first nationwide electronic road user charging
(eRUC) system in New Zealand. Currently half of all heavy transport RUC is collected electronically,
representing a rapid transition to e-commerce on a voluntary, industry-led basis, due to the cost
savings and benefits to customers. EROAD is also a leading provider of health and safety
compliance services, including vehicle management and driver behaviour and performance
measures.

For more information please visit www.eroad.com.

For a detailed description of EROAD’s business, and terms including Total Contracted Units, Future
Contracted Income and Retention Rate, which are non GAAP measures used by EROAD to manage
the business, please refer to the Appendix of the November 2017 Half Year Presentation.











































Page 2 eroad.co.nz

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8 FEBRUARY 2018
This is an important document. You should read the whole document before deciding
whether to subscribe for Shares. If you have any doubts as to what you should do,
please consult your broker, financial, investment or other professional advisor.
EROAD SHARE PURCHASE PLAN

EROAD SHARE PURCHASE PLAN

01
EROAD SHARE PURCHASE PLAN
CONTENTS
CHAIRPERSON’S LETTER03
HIGHLIGHTS AND KEY DATES04
QUESTIONS AND ANSWERS06
TERMS AND CONDITIONS9
GLOSSARY13
DIRECTORY15
This offer of Shares is made to Eligible Shareholders under
the exclusion in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013. This document is not a product
disclosure statement or prospectus and does not contain all
of the information which may be required in order to make an
informed investment decision about the offer or EROAD.
Capitalised terms used in this Share Purchase Plan (SPP)
booklet have the specific meaning given to them in the
Glossary at the back of this booklet or in the relevant section
of this booklet.

03
EROAD SHARE PURCHASE PLAN
Chairperson’s Letter
8 February 2018
Dear EROAD shareholder,
EROAD SHARE PURCHASE PLAN
On behalf of the directors of EROAD Limited (EROAD), I am
pleased to offer you the opportunity to acquire new Shares
through this Share Purchase Plan (SPP), without incurring
brokerage or other transaction costs.
EROAD announced on 12 December 2017 that it intended
to raise new capital to support three key areas of EROAD’s
business: business processes, non-bank debt replacement and
incremental growth. The first stage of the capital raising was an
equity placement of approximately $15.5 million of Shares to
existing and new investors under which approximately 5 million
new Shares were issued on 15 December 2017 at $3.04 per
Share. The second stage of the capital raising is this SPP, which
enables each eligible EROAD shareholder to subscribe for up
to $15,000 of Shares at a discounted price. EROAD announced
in December 2017 that it intended to raise at least $4 million
of ordinary shares through the SPP. Given the strong interest
that investors have shown in the SPP and EROAD’s desire to
provide its loyal retail shareholder base with an opportunity to
participate in the SPP, EROAD now intends to increase the size
of the SPP to $6 million of ordinary shares. The price EROAD
shareholders will pay for each new Share under the SPP will
not be more than the price paid by investors in the equity
placement.
SHARE PURCHASE PLAN
The SPP is available to all EROAD shareholders whose address
recorded in EROAD’s share register is in New Zealand, or
who EROAD is satisfied can otherwise participate in the SPP
in compliance with all applicable laws, on equal terms. Each
Eligible Shareholder (big or small) has the right to acquire the
same dollar amount of new Shares under the SPP.
The SPP gives you the opportunity to invest up to $15,000 in
new EROAD Shares. The minimum application amount is $1,000.
If we receive applications for Shares in excess of approximately
$6 million, your application will be scaled in proportion to your
shareholding at 5.00pm on the Record Date (or otherwise at
EROAD’s discretion) and you will receive less than the amount
you applied for. The price per Share will be the lower of:
• a 4.7% discount to the average end of day market price
of EROAD Shares on the NZX Main Board over the 5 day
trading period from 21 February to 27 February 2018 (being
the approximate percentage discount received by investors
in the equity placement); and
• $3.04 per Share (being the price paid by investors in the
equity placement).
If you do not participate in the SPP, your shareholding in EROAD
will be diluted. By way of example, a Shareholder owning 5%
of the issued Shares before the SPP who does not participate
in the SPP will own approximately 4.9% of the issued Shares
after the SPP (assuming the SPP is fully subscribed and the
Shares are issued at $3.04 per Share). The SPP is not a pro rata
offer. This means that even if you participate in the SPP, your
shareholding percentage in EROAD will likely change. Whether
your shareholding percentage increases or decreases will
depend on how many Shares you apply for, how many Shares
you hold on the Record Date and how many Shares other
Eligible Shareholders apply for and are allocated under the SPP.
The SPP is fully underwritten by First NZ Capital Securities
Limited. The board of EROAD recommends this offer to you.
Further details about the SPP are included in this document.
The SPP is scheduled to close at 5.00pm on 27 February 2018.
To apply for your new EROAD Shares, you should complete your
application online at www.shareoffer.co.nz/eroad or return the
enclosed Application Form with a cheque or direct credit for
the application monies in plenty of time to be received by 27
February 2018. Instructions on how to apply are set out on the
Application Form that accompanies the SPP booklet.
Thank you for your support in advance.
Yours sincerely
Michael Bushby,
Chairperson

04
EROAD SHARE PURCHASE PLAN
Highlights
Key Dates
Equal
participation
Each Eligible Shareholder, big or small, has
the same right to apply for the same dollar
amount of Shares.
Application
amount
You can apply for a minimum of $1,000
and up to $15,000 of Shares.
Discounted
pricing
Shares will be priced at a discount to the
average market price on the NZX Main
Board over the 5 trading day period from
21 February to 27 February 2018 inclusive
or, if lower, at $3.04 per Share.
When to
apply
Applications must be received by 5.00pm
on the Closing Date (27 February 2018,
unless extended).
How to applyApplications can be made online at www.
shareoffer.co.nz/eroad
Alternatively, complete and return
your personalised Application Form
accompanying this booklet in accordance
with its instructions.
Receiving
your Shares
You will receive your Shares on the
Allotment Date (6 March 2018, unless
extended).
DATEEVENT
7 February 2018Record DateThe date on which
Eligible Shareholders
are determined.
8 February 2018Opening DateThe Share Purchase
Plan opens.
27 February 2018Closing DateThe Share Purchase
Plan closes.
Application Forms
and payment must be
received by 5.00pm.
27 February 2018Issue Price
fixed
After market close,
the Issue Price is fixed
and announced upon
market open on the
following trading day.
6 March 2018Allotment
Date
Shares are allotted.
Trading of the
Shares is expected
to commence on the
NZX Main Board.
No later than 13
March 2018
Allotment
statements
mailed
Allotment statements
are despatched
to participating
shareholders within 5
business days of the
Allotment Date.
* Subject to the Listing Rules, EROAD reserves the right
to alter the key dates.
NO INVESTMENT ADVICE
The information contained in this SPP booklet and
Application Form does not take into account the investment
objectives, financial situation, tax position or particular needs
of individuals. If you are in doubt as to the course of action
you should follow, you should consult your broker, financial,
investment or other professional advisor before participating
in the SPP.
PRICE MOVEMENTS
The market price of Shares may rise or fall between the date
of this offer, the date on which the Issue Price is fixed and
the date when Shares are allotted to you. As a result, the
Issue Price you pay for the Shares allotted to you pursuant
to the SPP may be either higher or lower than the price of
the Shares trading on the NZX Main Board on the date when
those Shares are allotted to you.
FOREIGN JURISDICTIONS
The SPP is only available to shareholders of EROAD at
5.00pm on the Record Date with an address recorded in
EROAD’s share register in New Zealand or who EROAD is
satisfied can otherwise participate in the SPP in compliance
with all applicable laws.

Key Dates

06
EROAD SHARE PURCHASE PLAN
Questions and Answers
1. WHAT IS THE SHARE PURCHASE PLAN (SPP)?
The SPP allows Eligible Shareholders to purchase additional
Shares in EROAD without incurring brokerage or other
transaction costs.
All Shares issued under the SPP will be of the same class as,
and rank equally with, all Shares in EROAD currently on issue.
2. WHY IS EROAD OFFERING THE SPP?
EROAD announced on 12 December 2017 that it intended
to raise new capital to support three key areas of EROAD’s
business: business processes, non-bank debt replacement
and incremental growth. The first stage of the capital raising
was an equity placement of approximately $15.5 million of
Shares to existing and new investors under which 5,099,247
new Shares were issued on 15 December 2017 at $3.04 per
Share.
The second stage of the capital raising is this SPP, which
will raise approximately $6 million and enables each eligible
EROAD shareholder to subscribe for up to $15,000 of Shares
at a discounted price. The price EROAD shareholders will pay
for each new Share under the SPP will not be more than the
price paid by investors in the equity placement.
3. AM I ELIGIBLE TO PARTICIPATE?
You are eligible to participate in the SPP if you were
registered as a holder of EROAD Shares at 5.00pm on 7
February 2018 (being the Record Date) and your address
recorded on the share register is in New Zealand or EROAD
is satisfied you can otherwise participate in the SPP in
compliance with all applicable laws.
4. HOW MANY SHARES CAN I PURCHASE?
If you apply for Shares under the SPP, you will apply for
a dollar amount rather than a number of Shares. Eligible
Shareholders may apply for $1,000 to $15,000 of Shares
under the SPP, in multiples of $100. Applications which are
not for one of these denominations may not be accepted by
EROAD or may be rounded down to the nearest permitted
denomination.
The dollar amount of Shares you receive will be less than
the dollar amount you apply for if scaling is required. Please
read paragraph 9 of the terms and conditions for more
information.
5. WHAT IS THE ISSUE PRICE OF THE SHARES?
The price of the Shares to be issued under the SPP will be
fixed after market close on 27 February 2018 as the lesser of:
(a) a 4.7% discount to the average end of day market price
of Shares on the NZX Main Board over the 5 day trading
period from 21 February to 27 February 2018 (being the
approximate percentage discount received by investors in
the equity placement); and
(b) $3.04 per Share (being the price paid by investors in the
equity placement).
The Issue Price will be announced to NZX upon market open
on 28 February 2018.
If, subject to the Listing Rules, EROAD elects to extend the
Closing Date for the SPP, the Issue Price will be calculated as
the lesser of:
(a) a 4.7% discount to the average end of day market price
of Shares on the NZX Main Board over the 5 day trading
period up to and including the extended Closing Date
(being the approximate percentage discount received by
investors in the equity placement); and
(b) $3.04 per Share (being the price paid by investors in the
equity placement).
In this case, the Issue Price will be announced upon market
open on the trading day following the extended Closing Date.
6. ARE THERE ANY CONDITIONS TO THE SPP?
No. However, if the SPP is cancelled for whatever reason,
all application monies will be returned to applicants and
no Shares will be allotted under the SPP. No interest will be
payable on any monies returned to applicants.
7. WHAT IF I OWN SHARES THROUGH A TRUSTEE
OR CUSTODIAN OR OWN SHARES IN MORE THAN
ONE CAPACITY?
If you own Shares through a trustee or custodian, then,
subject to certain certification requirements and other
conditions, you may instruct the trustee or custodian to
purchase Shares on your behalf, up to the $15,000 limit. If
you own Shares through a trustee or custodian and also own
Shares in your own name, then you may either purchase
Shares yourself or instruct your trustee or custodian to
purchase Shares on your behalf. You may not do both.

07
EROAD SHARE PURCHASE PLAN
If you receive more than one copy of this SPP booklet, or
if you hold Shares in more than one capacity (e.g. because
you are both a sole and joint holder of Shares), you may only
purchase Shares in all capacities up to the $15,000 limit. By
applying to purchase Shares under the SPP, you certify and
represent that you have not exceeded that limit.
8. IS THIS OFFER TRANSFERABLE TO ANOTHER
PERSON?
No. This offer is personal to you. Participation in the SPP
is entirely voluntary, but if you elect not to purchase any
Shares under the SPP, you may not transfer your right to
purchase Shares under the SPP to anyone else; that is, it is
non-renounceable.
9. WHAT ARE THE RISKS TO INVESTING IN THE SPP?
The market price of Shares may rise or fall between the date
of this offer and the date when Shares are allotted to you.
As a result, the price to be paid for the Shares to be issued
under the SPP may be higher or lower than the price at which
Shares are trading on the NZX Main Board on the date when
those Shares are allotted to you.
There is no certainty that Shares will trade at or above the
Issue Price following the issue of Shares under the SPP.
Therefore, you should seek your own financial advice in
relation to this offer and your participation under the SPP.
Further information about EROAD, including the most
recent financial statements of EROAD, can be obtained from
EROAD’s website: http://www.eroad.co.nz/. You are also
recommended to monitor EROAD’s market announcements
through the NZX website: www.nzx.com.
10. WHAT IS THE CURRENT SHARE PRICE?
The Share price is quoted in the financial pages of most major
metropolitan newspapers and on the NZX website: www.nzx.
com.
11. HOW DO I APPLY FOR SHARES UNDER THE SPP?
If you wish to participate in the SPP, you can apply online
at www.shareoffer.co.nz/eroad or follow the step-by-step
instructions set out on the enclosed personalised Application
Form. If you apply by using the enclosed personalised
Application Form, send your completed Application Form
with your payment by cheque made payable to “EROAD
Share Purchase Plan” or direct credit, for the Shares you
wish to apply for to the Share Registrar, as set out in the
instructions on the Application Form. If the exact amount
of money is not tendered, EROAD reserves the right not to
accept all or part of your payment. In those circumstances,
EROAD will return your application and cheque or refund all
or part of your payment (without interest). Online application
payments can only be made by direct credit.
You will not be able to withdraw or revoke your application
once you have sent it in.
12. HOW LONG IS THE SPP OPEN AND WHEN WILL I
RECEIVE MY SHARES?
The SPP opens on 8 February 2018 and is expected to close
at 5.00pm on 27 February 2018, unless extended. If you want
to participate you should ensure your Application Form and
payment (by cheque or direct credit) is received by 5.00pm
on the Closing Date.
Please allow adequate time for mail deliveries. Applications
received after this time may not be accepted.
You will receive Shares issued to you under the SPP on the
Allotment Date, which is currently expected to be 6 March
2018. A statement confirming the number of Shares issued to
you under the SPP will be sent to you no later than 5 business
days after the Allotment Date.
The Allotment Date is currently expected to be 6 March 2018.
EROAD may, subject to the Listing Rules, extend the Closing
Date and the Allotment Date.
13. HOW MANY SHARES WILL I RECEIVE?
Subject to scaling, you will receive the number of Shares
equal to the dollar amount of Shares you have applied for
divided by the Issue Price. If, once divided by the Issue Price,
the dollar amount of Shares you have applied for does not
equal a whole number of Shares the number of Shares
allotted to you will be rounded down to the nearest Share.
EROAD will retain any differences due to rounding.
If EROAD receives applications for Shares in excess of
approximately $6 million, it will scale back the number of
Shares to be allotted to each applicant under the SPP in
proportion to the shareholding of each applicant at 5.00pm
on the Record Date (or otherwise at EROAD’s discretion) -
(see paragraph 9 of the terms and conditions). In this case
your application monies will be greater than the value of the
Shares you will be allotted. The difference between the value
of the Shares you are allotted and your application monies
will be refunded to you either by direct credit to your bank
account (if those details are held by the Share Registrar) or
by cheque mailed within 5 business days of the Allotment
Date. No interest will be paid on any application monies
returned to you.

08
EROAD SHARE PURCHASE PLAN
14. WILL THE SHARES BE QUOTED?
The Shares will be quoted on the NZX Main Board, a licensed
market operated by NZX which is a licensed market operator
under the Financial Markets Conduct Act 2013. However,
NZX accepts no responsibility for any statement in this SPP
booklet.
It is expected that you will be able to commence trading the
Shares allotted to you under the SPP on the NZX Main Board
on the Allotment Date.
15. WHY IS THERE A MAXIMUM APPLICATION
AMOUNT?
The offer under the SPP needs to comply with the conditions
imposed by Listing Rule 7.3.4(c) which caps the maximum
application amount of each Eligible Shareholder at $15,000.
16. WHAT IS EROAD’S DIVIDEND POLICY?
The payment and amount of dividends will be decided by
the board of EROAD. The payment and amount of any future
dividends will be at the discretion of the Board after taking
into account various factors the Board deems relevant.
These factors may include EROAD’s financial condition,
operating results, current and anticipated cash needs, plans
for expansion and debt position. Consistent with its dividend
policy, EROAD does not currently expect to pay a dividend in
respect of the year ending 31 March 2018.
17. WHAT IS THE DILUTIONARY EFFECT OF THE SPP?
If you do not participate in the SPP, your shareholding in
EROAD will be diluted. By way of example, a Shareholder
owning 5% of the issued Shares before the SPP who does
not participate in the SPP will own approximately 4.9% of
the issued Shares after the SPP (assuming the SPP is fully
subscribed and the Shares are issued at $3.04 per Share).
The SPP is not a pro rata offer. This means that even if
you participate in the SPP, your shareholding percentage
in EROAD will likely change. Whether your shareholding
percentage increases or decreases will depend on how
many Shares you apply for, how many Shares you hold
on the Record Date and how many Shares other Eligible
Shareholders apply for and are allocated under the SPP.
18. FURTHER ASSISTANCE
If you have any further questions, please contact your broker,
financial, investment or other professional advisor before
making your investment decision.

09
EROAD SHARE PURCHASE PLAN
Terms and Conditions
IMPORTANT NOTICE
If you apply to participate in the SPP by completing and
returning the Application Form you are accepting the risk
that the market price of Shares may change between now
and the Allotment Date. This means that it is possible that
up to or after the Allotment Date, you may be able to buy
Shares at a lower price than the Issue Price.
We encourage you to seek your own financial advice
regarding your participation in the SPP.
1. OFFER TIMETABLE
DATEEVENT
Record DateAny person registered as a holder of
one or more EROAD Shares at 5.00pm
on 7 February 2018 with a New Zealand
address recorded in the share register
may participate in the SPP or who
EROAD is satisfied can otherwise
participate in the SPP in compliance with
all applicable laws.
Opening DateThe offer opens on 8 February 2018.
Closing DateThe offer closes at 5.00pm on 27
February 2018, unless extended.
Application Forms must be received by
this time. Application Forms may not be
processed or held to be valid if they have
not been received by this time.
Issue Price fixedAfter market close on 27 February 2018,
unless the Closing Date is extended. This
will be announced to the market upon
market open on the following trading
day.
Allotment DateThe Shares will be allotted on 6 March
2018, unless the Allotment Date is
extended.
Commencement
of trading
EROAD expects the Shares will
commence trading on the NZX Main
Board on the Allotment Date.
Holding
statements mailed
A holding statement will be despatched
to you no later than 5 business days after
the Allotment Date.
Subject to the Listing Rules, EROAD has a discretion to
change, at any time, the offer timetable (notwithstanding
that the offer has opened, or Application Forms have been
received).
2. ELIGIBLE SHAREHOLDERS
2.1 You may participate in the SPP if you are an Eligible
Shareholder
2.2 Joint holders of Shares are taken to be a single registered
holder of Shares for the purposes of determining
whether they are an Eligible Shareholder and the
certification on the Application Form is taken to have
been given by all of them.
2.3 If you are an Eligible Shareholder, your rights under this
offer are personal to you and non-renounceable, so you
may not transfer them.
3. ISSUE PRICE AND NUMBER OF SHARES
3.1 The price of the Shares to be issued under the SPP will
be fixed after market close on 27 February 2018 as the
lesser of:
(a) a 4.7% discount to the average end of day market
price of Shares on the NZX Main Board over the 5
day trading period from 21 February to 27 February
2018 inclusive; and
(b) $3.04 per Share.
3.2 The Issue Price will be announced to the NZX upon
market open on 28 February 2018.
3.3 If, in accordance with the Listing Rules, EROAD elects to
extend the Closing Date for the SPP, the Issue Price will
be calculated as the lesser of:
(a) a 4.7% discount to the average end of day market
price of Shares on the NZX Main Board over the 5
day trading period up to and including the extended
Closing Date; and
(b) $3.04 per Share.
3.4 In this case, the Issue Price will be announced upon
market open on the trading day following the extended
Closing Date.
3.5 Subject to clause 4.2, if you are an Eligible Shareholder
you may apply to purchase $1,000 to $15,000 of Shares
under the SPP, in multiples of $100 under the SPP
by selecting the applicable amount of Shares on the
Application Form. Applications which are not for one of
these denominations may not be accepted by EROAD
or may be rounded down to the nearest permitted
denomination.

10
EROAD SHARE PURCHASE PLAN
3.6 Subject to clause 6.1(e), any application in excess of
$15,000 will be deemed to be an application for $15,000.
3.7 Eligible Shareholders may only apply for a maximum
of $15,000 under the SPP and may only make one
application. This applies to all Eligible Shareholders,
including those who receive more than one offer under
the SPP (for example, because they hold Shares in more
than one capacity) and including whether the Eligible
Shareholder is applying through a Custodian or on his or
her own behalf.
4. CUSTODIANS
4.1 Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee company and
holds Shares in EROAD by reason only of acting for
another person in the ordinary course of business of
that trustee corporation or nominee company; or
(b) holds Shares in EROAD by reason only of being
a bare trustee of a trust to which the Shares are
subject, is a custodian (Custodian) under the SPP.
4.2 Custodians may apply to purchase Shares for greater
than $15,000 but only up to the total value of Shares it is
validly directed to apply for on behalf of each beneficial
owner for whom the Custodian acts as a Custodian.
Custodians must confirm to EROAD that they are holding
Shares as a Custodian for beneficial owners by providing
the written certification to EROAD described in clause
4.3 below. Each beneficial owner may only direct the
Custodian to apply on behalf of that beneficial owner for
one of the parcels described in clause 3.5.
4.3 If a Custodian applies to purchase Shares on behalf
of one or more beneficial owners, the Custodian must
certify to EROAD in writing by validly completing the
Application Form that:
(a) the Custodian holds Shares directly or indirectly as a
Custodian for beneficial owners;
(b) each beneficial owner (or the beneficial owner’s
agent) has instructed me to apply for, and accept,
under the SPP the dollar amount of Shares set out
on the Application Form (or in a schedule attached
to the Application Form);
(c) no other Custodian is submitting an application
under the SPP for that beneficial owner; and
(d) the Custodian is not applying for Shares with an
aggregate application amount which is more than
$15,000 in respect of any beneficial owner for whom
the Custodian acts as a Custodian.
5. COMPLETING THE APPLICATION FORM AND
PAYING FOR SHARES
If you wish to participate in the SPP, you must complete
the Application Form and provide a cheque, or pay by
direct credit, for the parcel of Shares you have selected in
accordance with the instructions on the Application Form.
Cheques must be drawn on a New Zealand bank account.
6. EROAD’S DISCRETION TO ACCEPT OR REJECT
APPLICATIONS
6.1 EROAD has complete discretion to accept or reject your
application to purchase Shares under the SPP, including
(without limitation) if:
(a) your Application Form is incorrectly completed,
incomplete or otherwise determined by EROAD to
be invalid;
(b) your cheque is dishonoured or has not been
completed correctly;
(c) the cheque that you enclose with your Application
Form is not made out in New Zealand dollars for the
exact amount of the parcel that you have selected
on the Application Form;
(d) your direct credit payment is not cleared, is reversed
or is not for the exact amount of the parcel value
that you have selected on the Application Form;
(e) it appears that you are applying to buy more than
$15,000 (in aggregate) of Shares (except if you are
a Custodian applying on behalf of more than one
beneficial owner in accordance with clause 4.2),
including where clause 3.6 applies;
(f) your Application Form is received after the Closing
Date. While EROAD has discretion to accept
late Application Forms and cheques, there is no
assurance that it will do so. Late Application Forms
and cheques, if not processed, will be returned to
you at your registered address within 5 business
days of the Allotment Date or within 5 business
days of the date of receipt in respect of any late
applications received after the Allotment Date;
(g) EROAD believes that you are not an Eligible
Shareholder or Custodian; or
(h) EROAD considers that your application does not
otherwise comply with these terms and conditions.
6.2 No interest will be paid on any application monies returned
to you. Any refunds for whatever reason will be paid to you
either by direct credit to your bank account (if those details
are held by the Share Registrar) or by cheque mailed within
5 business days of the Allotment Date.

11
EROAD SHARE PURCHASE PLAN
7. SIGNIFICANCE OF SENDING IN AN APPLICATION
7.1 If you apply to purchase Shares under the SPP by
completing and returning the Application Form:
(a) your application, on these terms and conditions, will
be irrevocable and unconditional (i.e. it cannot be
withdrawn);
(b) you certify to EROAD that you are an Eligible
Shareholder entitled to apply for Shares under these
terms and conditions;
(c) you acknowledge that the SPP may not proceed;
(d) you certify that your acceptance of the SPP will not
be, or cause, a breach of any law in any jurisdiction;
(e) you agree to be bound by the constitution of
EROAD, which you may download for free from
the Companies Office website: https://companies-
register.companiesoffice.govt.nz/;
(f) you certify to EROAD that you are not applying for
Shares under the SPP with an aggregate application
price in excess of $15,000 (including any application
made through a Custodian) even though you may
have received more than one offer under the SPP or
received offers in more than one capacity under the
SPP;
(g) you authorise EROAD (and its officers or agents)
to correct any error in, or omission from, your
Application Form and to complete the Application
Form by the insertion of any missing details;
(h) you acknowledge that EROAD may at any time
irrevocably determine that your Application Form is
valid, in accordance with these terms and conditions,
even if the Application Form is incomplete, contains
errors or is otherwise defective;
(i) you accept the risk associated with any refund
that may be despatched to you by cheque to your
address shown on EROAD’s share register;
(j) you agree to indemnify EROAD for, and to pay to
EROAD within 5 business days of demand, any
dishonour fees or other costs EROAD may incur
in presenting a cheque for payment which is
dishonoured;
(k) you acknowledge that none of EROAD, its advisors
or agents has provided you with investment advice
or financial product advice, and that none of them
has an obligation to provide advice concerning your
decision to apply for and purchase Shares under the
SPP;
(l) you acknowledge the risk that the market price for
the Shares may change between the date of this
offer and the Allotment Date. A change in market
price during this period may affect the value of the
Shares you receive under the SPP;
(m) you acknowledge that EROAD is not liable for any
exercise of its discretions referred to in these terms
and conditions; and
(n) you irrevocably and unconditionally agree to these
terms and conditions and agree not to do any act or
thing which would be contrary to the spirit, intention
or purpose of the SPP.
7. 2 If a Custodian applies to purchase Shares under the
SPP for a beneficial owner pursuant to clause 4.2, the
certification referred to in clause 7.1(f) will be taken to
be given by the beneficial owner on whose behalf the
Custodian is applying to purchase Shares.
8. ISSUE PRICE
You agree to pay the Issue Price per Share up to a maximum
of the amount you have selected on the Application Form.
9. SCALING
9.1 If you apply for Shares under the SPP, you will apply for
a dollar amount rather than a number of Shares. The
number of Shares you will receive will be determined by
dividing the dollar amount of Shares you have applied
for by the Issue Price, unless your application has been
scaled back in accordance with clause 9.2, in which case
the number of Shares you receive will be determined by
dividing the dollar amount of the Shares you have been
allocated (following scaling) by the Issue Price. If this
calculation does not equal a whole number of Shares the
number of Shares allotted to you will be rounded down
to the nearest Share. EROAD will retain any differences
due to rounding.
9.2 If EROAD receives applications in excess of $6 million
(rounded down, if necessary, to the nearest multiple
of the Issue Price), it will scale back all applications in
proportion to the shareholding of each applicant at
5.00pm on the Record Date, unless EROAD determines
otherwise in its discretion. In this case your application
monies will be greater than the value of the Shares you
will be allotted. The difference between the value of
the Shares you are allotted as a result of scaling (as any
amounts due to rounding will be retained by EROAD)
and your application monies will be refunded to you
either by direct credit to your bank account (if those
details are held by the Share Registrar) or by cheque
mailed within 5 business days of the Allotment Date. No
interest will be paid on any application monies returned
to you.

12
EROAD SHARE PURCHASE PLAN
10. THE SHARES
10.1 Shares issued under the SPP will rank equally with, and
have the same voting rights, dividend rights and other
entitlements as, existing fully paid Shares in EROAD
quoted on the NZX Main Board.
10.2 The Shares will be quoted on the NZX Main Board, a
licensed market operated by NZX which is a licensed
market operator under the Financial Markets Conduct
Act 2013. However, NZX accepts no responsibility for
any statement in this SPP booklet.
10.3 You cannot trade in any Shares issued to you pursuant
to the SPP, either as principal or agent, until official
quotation on the NZX Main Board in accordance with
the Listing Rules. EROAD expects that the Shares
will commence trading on the NZX Main Board on the
Allotment Date.
11. FINANCIAL STATEMENTS
You may download the most recent annual report and
financial statements of EROAD for free from EROAD’s
website: http://www.eroadglobal.com/global/investors/.
12. UNDERWRITING
The SPP has been fully underwritten by First NZ Capital
Securities Limited. To the extent that EROAD receives, in
aggregate, valid applications for less than approximately
$6 million Shares under the SPP, EROAD may allot those
shortfall Shares in accordance with Listing Rule 7.3.4(d). Any
such shortfall Shares acquired by First NZ Capital Securities
Limited will be issued at the Issue Price. Accordingly,
approximately $6 million is expected to be raised in respect
of the SPP.
13. AMENDMENTS TO THE SPP AND WAIVER OF
COMPLIANCE
13.1 Notwithstanding any other term or condition of the SPP
and/or the Application Form, EROAD may, at its discretion:
(a) make non-material modifications to the SPP on
such terms and conditions it thinks fit (in which
event applications for Shares under the SPP will
remain binding on the applicant notwithstanding
such modification and irrespective of whether
an Application Form was received by the Share
Registrar before or after such modification is made);
and/or
(b) suspend or terminate the SPP at any time prior to
the issue of the Shares under the SPP (including by
amending the timetable for the SPP). If the SPP is
terminated, application monies will be refunded to
applicants without interest within 5 business days of
termination.
13.2 Subject to the Listing Rules, EROAD reserves the right to
waive compliance with any provision of these terms and
conditions.
13.3 EROAD will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of
the SPP.
14. GOVERNING LAW
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
15. DISPUTE RESOLUTION
If any dispute arises in connection with the SPP, EROAD may
settle it in any manner it thinks fit. It may do so generally or
in relation to any particular shareholder, applicant, application
or Share. EROAD’s decision will be final and binding.
16. INCONSISTENCY
Unless otherwise determined by the directors of EROAD,
in the event of any inconsistency between the Terms and
Conditions of the SPP and:
(a) the Letter from the Chairperson of EROAD and
Questions and Answers, the Terms and Conditions
take precedence; and
(b) EROAD’s constitution, EROAD’s constitution shall
prevail.

13
EROAD SHARE PURCHASE PLAN
Allotment Date6 March 2018, unless extended.
Application FormThe personalised application form relating to the SPP that you received with this SPP booklet.
Closing Date27 February 2018, unless extended.
CustodianSee clause 4.1 for the definition of “Custodian”.
Eligible
Shareholder
A person who, at 5.00pm on the Record Date, was recorded in EROAD’s share register as being a
registered holder of Shares and having an address in New Zealand recorded in the share register or
who EROAD is satisfied can otherwise participate in the SPP in compliance with all applicable laws.
EROADEROAD Limited.
Issue PriceThe lesser of:
(a) a 4.7% discount to the average end of day market price of Shares on the NZX Main
Board over the 5 day trading period from 21 February to 27 February 2018 inclusive; and
(b) $3.04 per Share,
or if EROAD elects to extend the Closing Date the lesser of:
(c) a 4.7% discount to the average end of day market price of Shares on the NZX Main Board
over the 5 day trading period up to and including the extended Closing Date; and
(d) $3.04 per Share.
Listing RulesThe listing rules of NZX in relation to the NZX Main Board (or any market in substitution
for that market) in force from time to time, read subject to any applicable rulings or waivers.
$ or NZ$New Zealand dollars.
NZXNZX Limited.
NZX Main BoardThe main board equity security market operated by NZX.
Opening Date8 February 2018.
Record Date7 February 2018.
Share RegistrarComputershare Investor Services Limited.
ShareAn ordinary share of EROAD.
SPPThe share purchase plan detailed in this SPP booklet.
Glossary

CSN / Holder number:
EROAD SHARE PURCHASE PLAN
The SPP booklet accompanying this Application Form is important. If you have any questions in relation to the
SPP, please consult your broker, financial, investment or other professional advisor. Please see instructions on the
reverse on how to complete this Application Form and where to send it. This Application Form is irrevocable and
cannot be withdrawn once lodged.
Shareholding as at 5pm (NZT) on 7 February 2018
1. APPLICATION FOR SHARES AND PAYMENT
You may apply for EROAD Limited (EROAD) ordinary shares (Shares) online at www.shareoffer.co.nz/eroad by following the onscreen instructions or by completing
this Application Form. Your application may be up to a maximum value of NZ$15,000, subject to a minimum of NZ$1,000 and only in multiples of NZ$100 (on and
in accordance with the terms and conditions in the accompanying SPP booklet). Please indicate the amount of Shares you are applying for below, and either pay by
direct credit to the account detailed below or attach a cheque payable to: “EROAD Share Purchase Plan”. Cheques must be in New Zealand dollars and must not
be post-dated.
NZ$
Note: You may receive a refund as a result of any scaling if EROAD receives application funds in excess of approximately $6 million in the circumstances as set out
in clause 9 of the terms and conditions contained in the accompanying SPP booklet (Terms and Conditions).
PAYMENT OPTIONS
OPTION 1
OPTION 2
Pay by DIRECT CREDIT to: Computershare Investor Services Limited
Enclose a CHEQUE for immediate value drawn on a New Zealand bank, made payable to “EROAD Share Purchase Plan”. Please do not post
date your cheque. Please see the Terms and Conditions regarding payment.
Payments made by direct credit (funds transfer) must quote the reference and particulars – shown below to ensure your payment is
identifiable. Please advise the date of your payment in the box below.
Applicants paying by direct credit must submit their payment instructions to their bank, so the payment is received in Computershare’s
bank account in clear funds by no later than 5.00pm (NZT) on Tuesday 27 February 2018, being the Closing Date. Applicants must still
complete this form and return it by the Closing Date where payment has been made by direct credit.
Name of bank
Name of bank
Account details
Name of bankANZ BankBranch:
01
Bank
Deposit ReferenceParticularsDate of Payment
1839
Branch No.
002
Suffix
0817766
Account No.
Auckland (Queen and Victoria Streets)

APPLICATION FORM
EROAD SHARE PURCHASE PLAN
2. CERTIFICATION
By accepting this offer and applying for Shares under the SPP, you are agreeing to the Terms and Conditions (in particular those described in clause 7 of the
SPP booklet) and you are providing the certification set out on the reverse side of this form, under the heading “Certification”. Read that section carefully.
3. EXECUTION*
* If a joint holding all holders must sign.
* If a company is signing, it must be signed on behalf of the company by a person duly authorised for that purpose.
* lf this Application Form is signed under a power of attorney, a certificate of non-revocation of power of attorney in the usual form must also be submitted with
this Application Form.
Holder/Director/Authorised PersonHolder/Director/Authorised PersonHolder/Authorised Person
Please provide your contact details below.
Please enter your email address below if you wish to receive, where applicable, all Shareholder communications (including notification of the availability of annual
reports and interim reports, transaction statements, payment advices, meeting documents and any other company related information) by email:
Contact Name
Email Address
Mobile or Daytime Telephone No
This offer closes at 5.00pm (NZT) on 27 February 2018, unless extended. Applications must be received by the Share Registrar before this time at the address
provided on the reverse. Please allow adequate time for mail deliveries. Personal information provided will be held by EROAD and/or the Share Registrar. This
information will be used for the purposes of managing your investment in the SPP. Under the Privacy Act 1993, you have the right to access and request correction
of any personal information held about you.
4. CONTACT DETAILS
If you are a Custodian acting on behalf of one or more beneficial owners you must complete this section.
Please state the number of beneficial owners for whom you act as a Custodian.
Please state the total dollar amount of Shares that you are applying for on
behalf of beneficial owners under this CSN.
Please either state the full name(s) of the beneficial owner(s) for whom you act in submitting this Application Form or attach a schedule of the full names of
the beneficial owners for whom you act in submitting this Application Form including each beneficial owner’s dollar amount of Shares applied for.
$

APPLICATION FORM
EROAD SHARE PURCHASE PLAN
INSTRUCTIONS
How to complete this Application Form:
Read carefully the Terms and Conditions of the EROAD Share Purchase Plan (SPP) contained in the booklet accompanying this Application Form. In this Application
Form, where the context requires, a reference to “I” includes a reference to “we”. If you do not understand the Terms and Conditions, this Application Form or if you
have any questions about what to do in relation to the SPP, please consult your broker, financial, investment or other professional advisor.
1. APPLICATION AND PAYMENT
• Applications can be made online at www.shareoffer.co.nz/eroad by following the onscreen instructions, alternatively please complete this Application Form.
• Specify the amount of Shares you wish to apply to purchase by writing the dollar amount of Shares you wish to apply for in the box on the Application Form.
• You cannot apply for Shares having a value of less than NZ$1,000 or greater than NZ$15,000, and other than in multiples of NZ$100.
• Make one application only, whether personally or through a Custodian.
• You must pay in New Zealand dollars by cheque or direct credit as per the instructions in the SPP booklet and this Application Form.
• Enclose a cheque for immediate value drawn on a New Zealand bank, made payable to “EROAD Share Purchase Plan”.
• Applicants paying by direct credit must submit their payment instructions to their bank, so the payment is received in Computershare’s bank account in clear funds
by no later than 5.00pm (NZT) on Tuesday 27 February 2018, being the Closing Date. Applicants must still complete this form and return it by the Closing Date
where payment has been made by direct credit.
• Do not post date your cheque.
• Your cheque or direct credit must be for the same amount as the amount of Shares you applied for on the front of this Application Form.
• If EROAD receives application monies in excess of approximately $6 million, it will scale acceptances which may result in you receiving a refund as described in the
Terms and Conditions.
2. CERTIFICATION
I irrevocably apply for the amount of Shares indicated in this Application Form (or such greater or lesser number of Shares as may be allocated to me due to
rounding or scaling), and agree that:
• By applying for Shares, I acknowledge that this Application Form was distributed with the booklet containing the Terms and Conditions dated 8 February 2018,
and confirm that I have read this Application Form and the SPP booklet in their entirety. I agree to be bound by the constitution of EROAD and I irrevocably and
unconditionally agree to the Terms and Conditions.
• If I am not a Custodian, I certify that:
• my address recorded in EROAD’s share register is in New Zealand or I can otherwise participate in the SPP in compliance with all applicable laws and I held Shares
on the Record Date; and
• I am not applying for Shares with an aggregate application amount which is more than NZ$15,000 (including applications made through a Custodian) even
though I may have received more than one offer under the SPP or received offers in more than one capacity under the SPP.
• If I am a Custodian, I certify that:
• my address recorded in EROAD’s share register is in New Zealand or I can otherwise participate in the SPP in compliance with all applicable laws and I hold Shares
directly or indirectly as a Custodian for beneficial owners;
• each beneficial owner (or the beneficial owner’s agent) has instructed me to apply for, and accept, under the SPP the dollar amount of Shares set out on the front
of this Application Form (or set out in the schedule otherwise provided to the Share Registrar);
• no other Custodian is submitting an application under the SPP for that beneficial owner; and
• I am not applying for Shares with an aggregate application amount which is more than NZ$15,000 in respect of any beneficial owner for whom I act as a Custodian.
3. EXECUTION
You should sign this Application Form where indicated.
4. CONTACT DETAILS
Fill in your daytime telephone number and contact name, as we may need to contact you, for example, if you have not filled in this Application Form correctly.
If you are not applying online then post this Application Form and your cheque or direct credit so that it is received before 5.00pm (NZT) on 27 February 2018 (unless
the Closing Date is extended). You should allow sufficient time for delivery by the postal service. Application Forms and payment received after the Closing Date may not
be processed regardless of when they are postmarked. We have included a reply paid envelope for your convenience.
You may also use a standard envelope, which should be posted to Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142, New Zealand or hand delivered
to Computershare Investor Services Ltd, Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622.
Only Application Forms with payment by direct credit may be scanned and emailed to Computershare Investor Services Ltd:
Scan & email: eroad@computershare.co.nz (please put EROAD SPP in the subject line for easy identification – for applications with payment by direct credit only).

EROAD.CO.NZ
ISSUER
EROAD Limited
260 Oteha Valley Road
Albany
Auckland 0632
Phone: +64 9 927 4700
Email: investors@eroad.com
www.eroad.co.nz
LEGAL ADVISORS
Chapman Tripp
Level 35, ANZ Centre
23 Albert Street
Auckland 1010
Phone: +64 9 357 9000
Directory
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
New Zealand
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
www.investorcentre.com/nz
UNDERWRITER
AND LEAD MANAGER
First NZ Capital Securities Limited
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
Phone: +64 9 302 5500

EROAD.CO.NZ

---

1



8 February 2018

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) announced on 12 December 2017 that it intended to raise at least $18
million of new capital. The first stage of the capital raising successfully raised $15.5 million through
an equity placement to existing and new investors. As part of the placement, NMC Trustees
Limited as trustee of the NMC Investment Trust, EROAD’s largest shareholder, also successfully
offered $5 million of its shares for sale through the placement. The second stage of the capital
raising, to which this notice relates, is a Share Purchase Plan (the SPP). EROAD intends to raise $6
million through the SPP. The SPP is available on equal terms to all EROAD shareholders that had a
New Zealand address recorded in the share register on the record date or who EROAD is satisfied
can otherwise participate in the SPP in compliance with all applicable laws.
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 is making the SPP in reliance upon the exclusion in clause 19 of Schedule 1 of the
FMCA and 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 SPP 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.


On behalf of
EROAD Limited

Michael Bushby
Chairman

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumberDate
Nature of event
BonusIf ticked,Rights Issue
Tick as appropriateIssuestate whether:Taxable/ Non TaxableConversionInterestRenouncable
Rights Issue
1
CapitalCallDividend
If ticked, stateFull
non-renouncable

change
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities to
2
Minimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per security
4
Payment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
SupplementaryAmount per security
Currencydividendin dollars and cents
details -
NZSX Listing Rule 7.12.7
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 8 in the NZSX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
* Please refer to the notes identified below which are set out on the second page of this notice
EMAIL: announce@nzx.com
Notice of event affecting securities
*
2
EROAD Limited
Michael BushbyDirectors' resolution
+64 9 927 470008022018
To be determined
Ordinary sharesNZERDE0001S5
Ordinary shares issued under a Share Purchase PlanNZERDE0001S5
In dollars and cents
To be fixed on 27 February 2018
N/A
Rounded down
3
Enter N/A if not
applicable

N/A
Date Payable
7 February 201827 February 2018
9 February 20186 March 2018
$$
$

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)
For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
1
2
3
4
2018
EMAIL: announce@nzx.com
Notice of event affecting securities
2
The issue price for the SPP is yet to be fixed, as described in note 4 below. EROAD is seeking to raise up to $6 million under
the SPP. The exact number of shares issued under the SPP will depend on the issue price. If EROAD receives applications in
excess of $6 million, it will scale back all applications in proportion to the shareholding of each applicant at 5.00pm on the
Record Date (or otherwise at EROAD’s discretion).
Eligible shareholders will apply for a dollar amount of shares rather than a certain number of shares. The number of shares to
be issued to each eligible shareholder will be the dollar amount of shares applied for (adjusted for any scaling) divided by the
issue price by reference to the shareholding. If this produces a fractional number, the number of shares allotted to that eligible
shareholder will be rounded down to the nearest whole number.
EROAD Limited
Michael BushbyDirectors' resolution
EROAD is offering eligible shareholders (being EROAD registered shareholders as at 5.00pm on 7 February 2018 (being the
record date) with an address recorded on the share register in New Zealand or who EROAD is satisfied can otherwise
participate in the SPP in compliance with all applicable laws) the opportunity to acquire new shares via a $6 million share
purchase plan (SPP). Each eligible shareholder may apply for up to $15,000 of shares.
+64 9 927 47000802
The issue price will be fixed after market close on 27 February 2018 as the lesser of:

● a 4.7% discount to the average end of day market price of EROAD shares on the NZX Main Board over the 5
day trading period from 21 February to 27 February 2018; and

● $3.04 per share.

If, subject to the Listing Rules, EROAD elects to extend the closing date of the SPP, the issue price will be calculated as the
lesser of:

● a 4.7% discount to the average end of day market price of EROAD shares on the NZX Main Board over the 5
day trading period up to and including the closing date; and

● $3.04 per share.