Notice of 2018 Annual Shareholders’ Meeting

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


Notice of 2018 Annual Shareholders’ Meeting
EROAD Limited, Auckland, New Zealand

Notice is hereby given that the Annual Meeting of Shareholders of EROAD Limited (“EROAD”) will be held on
Thursday 2 August 2018, 4:45pm,
at North Lounge, QBE Stadium, Stadium Drive, Albany, Auckland.

Business

1) Chairman’s Overview
2) Chief Executive Officer’s Address
3) Financial Statements and Auditor’s report

To receive and consider the Financial Statements and Auditor’s Report for the year ended
31 March 2018, as included in EROAD’s 2018 Annual Report.

4) Resolutions
1. Re-election of Director

That Candace Kinser, who retires by rotation, and being eligible, is re-elected as a director of
EROAD (see Explanatory Note 1).
2. Re-election of Director

That Gregg Dal Ponte, who retires by rotation, and being eligible, is re-elected as a director of
EROAD (see Explanatory Note 2).

3. Election of Director

That Graham Stuart, who retires in accordance with NZX Main Board Listing Rule 3.3.6, and
being eligible, is elected as a director of EROAD (see Explanatory Note 3).

4. Extension of non-executive director remuneration pool

That the non-executive director remuneration pool is extended from $350,000 to $500,000 a
year, with this money divided among the directors as they consider appropriate (see
Explanatory Note 4).

5. Auditor’s Remuneration

That the Directors be authorised to fix the fees and expenses of KPMG as the auditor of EROAD
(see Explanatory Note 5).

Procedural Notes
a. The persons who will be entitled to vote on the resolutions at the Annual Shareholders’
Meeting are those persons who will be the shareholders of EROAD at 4:45pm on Tuesday 31
July 2018.

Page 2 eroad.co.nz
b. A shareholder may vote at the Annual Shareholders’ Meeting either in person or by proxy. A
body corporate which is a shareholder may appoint a representative to attend the Annual
Shareholders’ Meeting on its behalf in the same manner as that in which it could appoint a
proxy.
c. A proxy need not be a shareholder of EROAD. A shareholder who wishes to do so may appoint
the Chairman of the Meeting to act as proxy.
d. A proxy will vote as directed in the proxy form or, if voting is left to the proxy’s discretion, then
the proxy will decide how to vote on the resolutions. If the Chairman is appointed as proxy and
the voting is left to his discretion, the Chairman intends to vote in favour of all Resolutions
(other than Resolution 4 as explained below).
e. A proxy form is enclosed and, if used, must be lodged with the share registrar, Computershare
Investor Services Limited, in accordance with the instructions set out on the form not less than
48 hours before the time of the holding of the meeting.
f. All resolutions must be passed by an ordinary resolution of shareholders, i.e., by a simple
majority of the votes of those shareholders entitled to vote and voting on the resolution in
person or by proxy.

Explanatory Notes
1. Under Listing Rule 3.3.11 of the NZX Main Board Listing Rules, and in accordance with clause 26
of the constitution of EROAD, one third of the Directors of EROAD must retire by rotation at the
Annual Shareholders’ Meeting. If the Directors are eligible, they may offer themselves for re-
election by shareholders at the meeting. In this case, Candace Kinser and Gregg Dal Ponte retire
by rotation and, being eligible, offer themselves for re-election by shareholders at the Annual
Shareholders’ Meeting.
Candace Kinser is a non-executive Director and is considered by the Board to be an Independent
Director, as that capacity is described in the NZX Main Board Listing Rules. A brief biography
outlining Candace Kinser’s history and experience is set out below.
At the Annual Shareholders’ Meeting a resolution to re-elect Candace Kinser will be put to
shareholders. The Board recommends that shareholders vote in favour of the re-election of
Candace Kinser. Candace Kinser abstained from any consideration by the Board on her re-
election and will abstain from voting her shares, and any incidental proxies she holds, on
Resolution 1.
Candace Kinser
Candace joined the EROAD Board in April 2014 and is an experienced director, CEO and tech
entrepreneur. Previously the CEO of the NZ Technology Industry Association and science software
company Biomatters, she is currently an Advisor for Palantir Technologies. Ms Kinser is also a
Director for global technology recruitment company Talent International, a Director of Livestock
Improvement and Chair of their Technology Advisory Board, an Advisor for the University of
Waikato’s Cyber Security Lab, a NZTE Beachheads Advisor and she also serves on the University of
Auckland Return on Science Investment Committee. Candace is a member of EROAD’s
Remuneration, Talent and Nomination Committee, and Finance, Risk and Audit Committee.

Page 3 eroad.co.nz
2. Gregg Dal Ponte is a non-executive Director who the Board considers to be an Independent
Director, as that capacity is described in the NZ Main Board Listing Rules. A brief biography
outlining Mr Dal Ponte’s history and experience is set out below.
At the Annual Shareholders’ Meeting a resolution to re-elect Gregg Dal Ponte will be put to
shareholders. The Board recommends that shareholders vote in favour of the re-election of
Gregg Dal Ponte. Gregg Dal Ponte abstained from any consideration by the Board on his re-
election and will abstain from voting on any incidental proxies he holds on Resolution 2.
Gregg Dal Ponte
Gregg Dal Ponte has more than 38 years’ experience in the transport industry, holding multiple
executive leadership positions in throughout his career. From 1996 until recently, he served as
Administrator for Oregon Department of Transport’s (ODOT) Motor Carrier Transportation Division.
Under Mr Dal Ponte’s leadership, the ODOT initiated and supported a number of innovative
projects and partnerships which helped revolutionise trucking through simplifying compliance and
regulatory requirements, while safeguarding the Oregon transportation infrastructure. Gregg is
currently Director of Regulatory Compliance for the Oregon Trucking Associations, Inc. Gregg was
appointed to the EROAD board in July 2016. Gregg is part of EROAD’s Remuneration, Talent and
Nomination Committee.

3. Under Listing Rule 3.3.6 of the NZX Main Board Listing Rules, and in accordance with clause 25.2
of the constitution of EROAD, any person appointed as a Director of EROAD by the Board must
retire at EROAD’s next annual shareholders’ meeting, but will be eligible for election at that
meeting. In this case, Graham Stuart, appointed as a Director by the Board in January 2018, has
retired and, being eligible, offers himself for election by shareholders at the Annual
Shareholders’ Meeting.
Graham Stuart is a non-executive Director and is considered by the Board to be an Independent
Director, as that capacity is described in the NZX Main Board Listing Rules. A brief biography
outlining Graham Stuart’s history and experience is set out below.
At the Annual Shareholders’ Meeting a resolution to elect Graham Stuart will be put to
shareholders. The Board recommends that shareholders vote in favour of the election of
Graham Stuart. Graham Stuart abstained from any consideration by the Board on his election
and will abstain from voting his shares, and any incidental proxies he holds, on Resolution 3.
Graham Stuart
Graham Stuart, the current chair of the Finance, Risk and Audit Committee, is a highly respected
director. Graham has a wealth of business experience across South East Asia, Europe, the UK and
Latin America and held chief executive and chief financial officer roles in some of Australasia’s
largest companies. He was previously Chief Executive Officer of Sealord Group. Prior to that
Graham was Chief Financial Officer then Director of Strategy & Growth at Fonterra. Graham is also
currently an Independent Director of Tower Insurance and Chairman of its Audit Committee.
Graham joined the EROAD Board on 1 January 2018.

Page 4 eroad.co.nz
4. The total amount of fees available for payment to non-executive directors was last approved by
shareholders at the 2016 Annual Meeting of the company. At the 2016 Annual Meeting, the
total amount of fees available for payment to non-executive directors was increased from
$300,000 to $350,000 (a 17% increase). It is proposed that the total amount of the fee pool be
increased from $350,000 to $500,000, which represents an increase of $150,000 (or
approximately 43%) since the 2016 increase.

When determining the fees for non-executive directors and Chairs of the Board and its
committees, the Board considers the median director fee levels for comparable listed
companies in New Zealand. As a result, effective from 1 January 2018, the Board resolved to
increase the non-executive directors’ remuneration and to start paying remuneration to the
Chair of the Finance, Risk and Audit Committee and the Chair of the Remuneration, Talent and
Nomination Committee (given the extra workload for these roles) as follows:
• NZ$110,000 per annum for the Chair of the Board,
• NZ$55,000 per annum for non-executive directors,
• NZ$10,000 per annum for the Chair of the Finance, Risk and Audit Committee, and
• NZ$8,000 per annum for the Chair of the Remuneration, Nomination and Talent
Committee.

The fee increase effective on 1 January 2018 was the first fee increase for the Chair and non-
executive directors since EROAD was listed in August 2014 and was made following a review of
the non-executive directors’ fees by Strategic Pay in November 2017. A summary of Strategic
Pay’s review is attached to this notice of meeting. Prior to the 1 January 2018 fee increase, the
non-executive directors and Chair remuneration was as follows:
• NZ$76,792 for the Chair of the Board, and
• NZ$49,0 61 for non-executive directors.

The percentage of increase in the non-executive directors’ remuneration was 12% and 43% for
the Chair of the Board.

Since 2016, EROAD has grown significantly, particularly in the United States. A comparison of
EROAD’s revenue and customer numbers since 2016 is as follows:

31 March 2016 31 March 2018 Percentage Increase
Revenue $26.1m $51.5m 97%
Total TCUs
1
36,953 77,600 110%
TCUs in North
America
4,501 17,757 295%
TCUs in ANZ 32,452 59,843 84%



1
TCUs, or Total Contracted Units, represents the total number of EROAD devices subject to a customer
contract and includes the number of EROAD devices installed in vehicles and subject to a customer contract
and the total number of EROAD devices pending installment.

Page 5 eroad.co.nz
Based on the fee levels introduced on 1 January 2018, including an allowance for benefits and
assuming the Board size remains constant, the total projected non-executive directors’
remuneration is approximately $348,000 out of a total current fee pool of $350,000.

The Board has determined that the increase to the fees available for payment to non-executive
directors to $500,000 is necessary to allow sufficient funds to increase the number of non-
executive directors on the Board. The increase is also necessary to attract new candidates,
including overseas based directors, and to reflect the fee expectations of candidates in light of
the increased level of governance responsibilities held by directors.

NZX Main Board Listing Rule 3.5.1 requires the proposed increase in directors’ remuneration be
authorised by an ordinary resolution of shareholders. In accordance with NZX Main Board
Listing Rule 9.3.1, no non-executive director or any of their Associated Persons (as defined under
the NZX Listing Rules) can vote in favour of this resolution, unless casting votes under an
express proxy of a person who is not disqualified from voting.

5. KPMG is automatically reappointed as the auditor of EROAD under Section 207T of the
Companies Act 1993. Pursuant to Section 207S of the Companies Act 1993, this resolution
authorises the Board to fix the fees and expenses of the auditor.

ERoad Limited

Directors’ Fees Review











November 2017

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 2





















Strategic Pay Limited is independent of ERoad Limited. In this context, independence means that Strategic Pay
Limited has not been subjected to any undue influence from management of ERoad Limited, any board member
of ERoad Limited, or any other party in relation to the services provided by Strategic Pay Limited or the outcomes
of those services.

PRIVATE AND CONFIDENTIAL
This document and any related advice, data or correspondence provided in relation to it is the intellectual property of Strategic Pay
Limited. The intellectual property is confidential information and provided to the client to whom it is addressed (or if not so addressed,
to the intended recipient) only for the internal purposes of that recipient on a confidential basis.

If an engagement is awarded to Strategic Pay, the right of the client to duplicate, use, or disclose such information will be such as
may be agreed in the resulting engagement contract. If an engagement is not awarded, this document and any duplicate copy thereof
must be returned to Strategic Pay or destroyed.

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 3
Overview
On behalf of the Board of Directors, Tony Gibson, Director at ERoad Limited (“ERoad” hereafter), has
commissioned Strategic Pay Ltd to provide a review of its Board of Director fees. Mr Gibson supplied our
background information, and was interviewed by phone.

Our approach involves constructing relevant, customised market samples from our February 2017 New
Zealand Director Fees Survey database to determine and position appropriate Board fee levels for ERoad
Limited. We then “cross-check” our data results using our proprietary Director Evaluation Methodology which
considers nine factors, the majority of which are qualitative and address issues of complexity, risk and
stakeholder management.


This report presents the following:

1. Background information and context;
2. Recommendation Summary;
3. Customised market samples;
4. Results of Director Evaluation Methodology;
5. Chair Fee Practice; Committee Fees;
6. Recommendation;
7. Appendix 1 – February 2017 New Zealand Director Fees Survey highlights;
8. Appendix 2 - Overview of Director Remuneration Issues in New Zealand;
9. Appendix 3 - Director Evaluation Methodology and factors;
10. Appendix 4 – Strategic Pay Ltd – Capabilities and Offerings.

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 4
Background
Listed on the NZSX in 2014, ERoad Limited (“ERoad” hereafter) is a fully integrated technology, tolling and
services provider based in Auckland. ERoad modernises road charging and compliance for road transport by
replacing paper-based systems with easy-to-use electronic systems. These services involve in-vehicle
hardware and software systems. ERoad has recently entered the US market in the midst of regulatory change
with the potential of revenues far exceeding those in New Zealand.

ERoad is all about managing and supporting growth. With a highly profitable business in New Zealand, the
Company is challenged to raise the capital needed to support its significant growth opportunities. At the same
time, It is challenged to build the necessary culture, branding and infrastructure to realise the huge opportunity
in the US market.

For the year ending 30 March 2017, annual revenues are reported at $32 million on a total asset base of $46
million. As of today, future contract income for the FYE 30 March 2018 is $75 million, without any additional
sales. Given a 99% retention rate on contracts, such income can be calculated with confidence. Market
capitalisation stands at $175 million. 220 FTEs are employed, with 30 based in the US.

The Board is composed of an independent Chair and four independent Directors. The Directors are each paid
an annual base fee of $49,061 and the Chair receives an annual base fee of $76,792. No separate committee
fees are paid. Fees were last adjusted three years ago. The approved annual governance pool is $350,000.

There are nine formal Board meetings per year.

There are two Committees:

+ Finance, Audit and Risk Committee: Quarterly meetings

+ Remuneration, Talent and Nominations Committee: Quarterly meetings.

The Board advises that its remuneration policy positions base annual Director fees at market Median levels
for comparable-sized, publicly listed organisations.

Organisation Demographics / Dimensions

Organisation Type
Private sector, Listed
Ownership
New Zealand
Industry
Technology
Annual Turnover / Future contract income
$32 M in FY 17; $75 M Future Contract Income.
Assets
$46 M

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 5
Recommendation Summary
We recommend that base annual fees for Directors of ERoad increase from the existing $49,061 to $55,000 –
a competitive, consensus market median level for listed businesses.

We further recommend that base annual fees for the Chair of ERoad be increased from $76,792 to $110,000 -
a figure that incorporates the NZ market typical 2X:1 premium between Chair and Director base annual fees.
Again, this recommendation is based upon market median fee levels for listed companies.

Additionally we believe it is appropriate to add separate Committee Chair fees at market Median levels. This
equates to $10,000 for the Chair of the Finance, Audit & Risk Committee, and $8,000 for the Chair of the
Remuneration, Talent and Nominations Committee.

In our view, these recommendations represent highly competitive levels for a successful, rapidly growing New
Zealand publicly listed company.

RECOMMENDATION SUMMARY

Fees
Current
($)
Number
Proposed
($)
Number
Proposed Total
($)
Chair 76,792 1 110,000 1 110,000
Directors 49,061 4 55,000 4 220,000
Chair – Finance,
Audit & Risk
- 1 10,000 1 10,000
Chair –
Remuneration,
Talent &
Nomination
- 1 8,000 1 8,000
Total 273,036 348,000


Depending on your final decisions, the annual governance pool cost rises from $273,036 to $348,000. This
represents a 27.5% increase. While this is significant, we note that there has been no adjustment in three
years, and that these proposed levels track the high growth trajectory and doubling of revenues at ERoad.

Strategic Pay’s guiding principle is that it is important not to undervalue the contributions, experience
or time committed by Board members.

The full recommendation appears on pages 6 and 7.

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 6
Recommendation
Our recommendation is based on several factors including the financial size, ownership, and industry of
ERoad, your own guidance, and the market data presented above.

DIRECTORS FEES

First, we recommend increasing base annual Director fees from $49,061 to $55,000 as per the market sample
results below:

TABLE 6: SUMMARY RESULTS – DIRECTOR FEE SAMPLES FOR EROAD:

Sample Positioning Base Annual Fee ($)
Revenue Median
60,000
Assets Median 35,000
Market Cap Median
55,750
IT/Computer Industries Median 40,000
Director Evaluation Upper Quartile 47,588

As you can see, while there is some variation in sample results, the two samples where we place greatest
reliance: revenue and market capitalisation – fall at $55,750 and $60,000 respectively.

Accordingly, we recommend an increase in base annual fees from $49,061 to $55,000, a conservative
positioning relative to these revenue and market capitalisation sample results. Such positioning reflects
ERoad’s own policy for setting Board fees at market medians amongst like-sized publicly listed companies.


CHAIR FEES

Next, we recommend increasing base annual fees for the Chair from $76,792 to $110,000 as per the market
sample results below:

TABLE 7: SUMMARY RESULTS – CHAIR FEE SAMPLES FOR EROAD:

Sample Positioning Base Annual Fee ($)
Revenue Median
100,000
Assets Median 60,520
Market Cap Median
88,954
IT/Computer Industries Median 75,000

As you can see, sample results for the Chair vary considerably: that is, from $60,520 to $100,000.

Given this variation, in this case we choose to apply the market typical 2:1X ratio premium to the
recommended Director fee level above of $55,000 such that the recommended Chair base annual fee is
$110,000. We believe the workload, complexity, and risk for the Chair of this high growth, listed company
warrant the full 2X premium.

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 7


COMMITTEE CHAIR FEES

At the same time, we recommend instituting a $10,000 committee fee for the Finance, Audit & Risk
Committee Chair. This is an appropriate and conservative level for a listed company, and reflects the
additional responsibilities, scope and liability inherent in this role.

At the same time, we recommend instituting an $8,000 committee fee for the Remuneration, Talent and
Nominations Committee Chair. This, too, is an appropriate and conservative level for a publicly listed
company.

Both these committee fee recommendations represent market median Committee Chair fee levels.



By implementing the adjustments recommended above, the annual governance pool cost rises from $273,036
$348,000, an increase of 27.5%. We note that this increase occurs at time when annual income has doubled,
and the Company is highly profitable in New Zealand.

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 8

APPENDIX 4: ABOUT STRATEGIC PAY LTD

At Strategic Pay we provide innovative solutions to help organisations meet their strategic remuneration,
performance development and performance improvement goals. We help improve your overall performance
by ensuring employee effort, remuneration and rewards are closely aligned with business objectives.

Deliver Strategic Rewards

We work alongside you to provide a compelling proposition that attracts retains and motivates the best
people.

Our adaptable solutions include:
• Remuneration and reward strategy development
• Executive remuneration and performance advice (including incentives)
• Salary options using job evaluation, grades, bands or benchmarks
• Salary review management, including processes, tools and training
• Performance development systems, including customised design and implementation

Access New Zealand’s Largest Remuneration Data Services

Strategic Pay offers an unrivalled suite of nation-wide and specialist industry and sector remuneration survey
reports, based on a database of more than 180,000 employees from nearly 1,100 organisations.

Our key nation-wide surveys and reports include:
• NZ Remuneration Report (published 6 monthly) • Corporate Services and Executive Management
• CEO and Top Executive Remuneration Report • Directors’ Fees Report
• NZ Benchmark Report • HR Metrics Survey

Use Smart Technology

We understand busy HR practitioners’ needs and offer a range of smart tools to manage remuneration and
survey submissions:
• RemWise
®
: a remuneration tool to manage all aspects of your salary review, market data and survey
submissions
• Rem On-Demand
®
: online access to remuneration reports, resources and insights
• PayCalculator: survey data at your fingertips

Drive Organisation Performance

Superior organisational performance is critical to delivering strategic business objectives. Speak to us today
about using PLUS+ to develop a future proof strategy, an organisational model and structure that supports the
strategy and matching the right people to accountabilities best designed to deliver the strategy in your
organisation.

Build Capability

Through a range of workshops and the Strategic Pay Academy we provide clients with comprehensive short
courses in Remuneration, Performance Management and Organisational Performance. We also offer training
programmes that can be tailored to meet your specific requirements.

Consult Nationwide

© 2017 Strategic Pay Limited ERoad Ltd Board Report - November 2017 | PAGE 9
Strategic Pay is nationwide, servicing clients across all parts of New Zealand from our various locations. Our
consultants regularly travel to visit clients around the country and are happy to meet wherever you are. Find
out more at www.strategicpay.co.nz

---

Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Annual Meeting Admission and Proxy/Voting Form
Attending the Meeting
If you propose to attend the Annual Shareholders’ Meeting, please bring this
Admission Form/Proxy Form to the meeting. All shareholders must register
with the EROAD registration staff prior to entering the meeting room. If a
representative of a corporate shareholder or proxy is to attend the meeting you
may need to provide evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Lodge your proxy
EROAD LIMITED
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 4.45pm on Tuesday, 31 July 2018
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy by completing
and signing ‘Step 1’ of the Proxy Form and lodge it with Computershare Investor
Services Limited. A proxy can be any person of your choice and does not have
to be a shareholder of EROAD Limited. If you return this form without
appointing a proxy or signing it, your Proxy Form will be invalid.
The Chairman of the meeting, or any other director, is willing to act as proxy
for any shareholder who wishes to appoint him or her for that purpose.
To do this, enter ‘the Chairman’ or the name of your proxy in the space allocated
in ‘Step 1’ of this form.
Alternatively, you can appoint a proxy online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business.
If you tick the box “discretion” on any resolution, you are directing your proxy or
representative to decide how to vote on that resolution on your behalf. If you
tick the “abstain” box on any resolution, you are directing your proxy or
representative not to vote on that resolution. If you return this Proxy Form
without a direction as to how to vote on any resolution, or if you tick more than
one box in relation to any resolution, the vote on that resolution will be treated
as “discretion” and your proxy will exercise his/her discretion as to whether to
vote and, if so, how. The Chairman intends to vote discretionary proxies in
favour of all Resolutions (other than Resolution 4). If your proxy is a disqualified
person for the purpose of the NZX Main Board Listing Rules in respect of a
resolution, neither your proxy nor any of that proxy’s associated persons may
vote any undirected proxies in favour of that resolution.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/her
of
I/We being a shareholder/s of EROAD LIMITED
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
STEP 2
The resolutions below are stated in brief. Please refer to the Notice of 2018 Annual Shareholders’ Meeting for the full text of the resolutions and
the explanatory notes.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
EROAD Annual Shareholders’ Meeting which will be held
on Thursday, 2 August 2018 at 4.45pm North Lounge, QBE
Stadium Function Centre, Stadium Drive, Albany, Auckland
Ordinary Business
Resolution 1 To re-elect Candace Kinser as a Director
Resolution 2To re-elect Gregg Dal Ponte as a Director
Resolution 3 To elect Graham Stuart as a Director
Resolution 4 That the non-executive director remuneration pool is extended from $350,000 to $500,000
Resolution 5 To authorise the Directors to fix the fees and expenses of the auditor of EROAD
ForAgainstAbstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the EROAD Annual Shareholders’ Meeting
which will be held on Thursday, 2 August 2018 at 4.45pm North Lounge, QBE Stadium Function Centre, Stadium Drive, Albany, Auckland and at any
adjournment of that meeting.
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)