Capital Change Notice – Issue of Performance Share Rights

Template
Capital Change Notice

Updated as at 8 May 2019


Section 1: Issuer information
Name of issuer EROAD Limited
NZX ticker code ERD
Class of financial product Unquoted Performance share
rights (PSRs), convertible to
EROAD Limited ordinary
shares pursuant to EROAD’s
Performance Share Right Plan.
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 770,474
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the PSRs.
The PSRs have a set exercise
price of $0.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
1

The PSRs comprise 100% of
the financial products of that
class.
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
pri ce and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
The PSRs become exercisable
on certain performance hurdles
being met on or before
31 March 2022 and in certain
other exceptional
circumstances.
On becoming exercisable,
each PSR entitles the holder to
one fully paid ordinary EROAD
Limited share, subject to
adjustment in accordance with
the plan rules and the
performance hurdles, ranking
equally with all other EROAD
Limited ordinary shares.
The PSRs have a set exercise
price of $0.
Reason for issue/acquisition/redemption and specific authority Issue of 770,474 PSRs under

for issue/acquisition/redemption/ (the reason for change must
be identified here)
the EROAD Performance
Share Right Plan for senior
executives of EROAD Limited.
Directors’ resolutions dated
26 August 2019.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
770,474 PSRs.

No PSRs or EROAD Limited
ordinary shares are held as
treasury stock.
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Directors’ resolutions dated
26 August 2019.

Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The PSRs become exercisable
on certain performance hurdles
being met on or before
31 March 2022 and in certain
other exceptional
circumstances.
On becoming exercisable,
each PSR entitles the holder to
one fully paid ordinary EROAD
Limited share, subject to
adjustment in accordance with
the plan rules and the
performance hurdles, ranking
equally with all other EROAD
Limited ordinary shares.
PSRs do not entitle the holder
to receive dividends or other
distributions, or vote in respect
of EROAD Limited ordinary
shares, although under the
terms of the plan an additional
number of shares will be
issued on conversion of fully
vested PSRs to reflect
dividends paid to EROAD
Limited shares prior to
exercise.
Holders of PSRs cannot
transfer or grant security
interests over them.
Date of issue/acquisition/redemption 30/10/2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Mark Heine

Contact person for this announcement Mark Heine

Template
Capital Change Notice

Updated as at 8 May 2019
Contact phone number
027 973 2106

Contact email address
mark.heine@eroad.com

Date of release through MAP
30 October 2019