Notice of 2020 Annual Shareholders’ Meeting

NOTICE OF
2020 ANNUAL
SHAREHOLDERS’
MEETING
THURSDAY 30 JULY 2020
AUCKLAND, NEW ZEALAND
EROAD

NOTICE OF 2020 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
at The West Lounge at Eden Park, Auckland on Thursday
30 July 2020 at 4.45pm.
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 2020, as
included in EROAD’s 2020 Annual Report.
4. Resolutions
1. Election of Director
That Tony Gibson, who retires, and being eligible,
is elected as a director of EROAD
(see Explanatory Note 1).
2. Election of Director
That Barry Einsig, who joined the Board after the last
Annual Shareholders’ Meeting, and being eligible, is
elected as a director of EROAD
(see Explanatory Note 2).
3. Auditor’s Remuneration
That the Directors be authorised to fix the fees
and expenses of KPMG as the auditor of EROAD
(see Explanatory Note 3).
EROAD NOTICE OF MEETING
2020 ANNUAL SHAREHOLDERS’ MEETING
RESOLUTION 1
Election of Director
That Tony Gibson, who
retires, and being eligible,
is elected as a director
of EROAD.
Explanatory Note 1
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in
accordance with clause 27 of the constitution of EROAD, a
director must not hold office (without re-election) past the
third annual meeting following the director’s appointment or
3 years, whichever is longer. If the Director is eligible, they may
offer themselves for re-election by shareholders at the third
annual meeting following their appointment.
In this case, Tony Gibson retires and, being eligible,
offers himself for election by shareholders at the Annual
Shareholders’ Meeting.
Tony Gibson is a non-executive Director who the
Board considers to be an Independent Director, as that
capacity is described in the NZX Listing Rules. A brief
biography outlining Tony Gibson’s history and experience is
set out below.
At the Annual Shareholders’ Meeting a resolution to elect Tony
Gibson will be put to shareholders. The Board recommends
that shareholders vote in favour of the election of Tony Gibson.
TONY GIBSON
Tony Gibson joined the Board in 2009. Tony is the
Chief Executive of Ports of Auckland and is one of New
Zealand’s most experienced transport professionals. Tony has
worked in various senior management roles in Africa, Asia and
Europe. In 2008 the Minister of Transport appointed Tony to
the Road User Review Group. Tony is the Chairman of North
Tugz Limited, Nexus Logistics Limited and Conflixx Limited.
Tony is a Director of AMG Consulting Limited, Seafuels
Limited, Waikato Freight Hub Limited, and Marsden Maritime
Holdings Limited.

EROAD NOTICE OF MEETING
2020 ANNUAL SHAREHOLDERS’ MEETING
RESOLUTION 2
Election of Director
That Barry Einsig, who
joined the Board after the
last Annual Shareholders’
Meeting, and being eligible,
is elected as a director of
EROAD.
Explanatory Note 2
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in
accordance with clause 26.2 of the constitution of EROAD,
a director appointed by the Board must not hold office
(without re-election) past the next annual meeting following
the director’s appointment. If the director is eligible, they may
offer themselves for re-election by shareholders at the annual
meeting following their appointment.
Barry Einsig was appointed by the Board following the
last Annual Shareholders’ Meeting and, being eligible,
offers himself for election by shareholders at the Annual
Shareholders’ Meeting.
Barry Einsig is a non-executive Director who the
Board considers to be an Independent Director, as that
capacity is described in the NZX Listing Rules. A brief
biography outlining Barry Einsig’s history and experience
is set out below.
At the Annual Shareholders’ Meeting a resolution to
elect Barry Einsig will be put to shareholders. The Board
recommends that shareholders vote in favour of the election
of Barry Einsig.
BARRY EINSIG
Barry Einsig joined the Board in January 2020. Barry is located
in Pennsylvania and brings considerable transport knowledge
of the North American market, as well as global automated
and connected vehicle expertise. Barry is currently a Principal
at CAVita. Barry has held other directorships within the
transport industry and has advised Singapore’s Ministry of
Transportation on their Highly Automated Vehicle Program. In
addition, Barry has reviewed work undertaken by the Trans-
portation Research Board and has created patent-approved
technology used in Public Safety Networks. Barry is also a
Senior Manager at Econolite.
RESOLUTION 3
Auditor’s Remuneration
That the Directors be authorised to fix the fees and expenses
of KPMG as auditor of EROAD.
Explanatory Note 3
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.

PROCEDURAL NOTES
a. If you would like to send a question in advance of the
meeting, please email it to EROAD’s General Counsel and
Company Secretary at mark.heine@eroad.com.
b. 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 5:00pm on
Tuesday 28 July 2020.
c. 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.
d. 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.
e. 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.
f. 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.
g. Resolutions 1, 2 and 3 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.
EROAD NOTICE OF MEETING
2020 ANNUAL SHAREHOLDERS’ MEETING
MEETING DETAILS
Venue
West Lounge
West Stand, Eden Park
Walters Road, Kingsland, Auckland 1024
Date
30 July 2020
Time
4.45pm
A live web stream of the meeting will be available
on the following website: https://livestream.com/
vidcom/eroad-annual-shareholder-meeting-2020
WALTERS ROAD
A
N
BC
D
E
FG
H
D2
E2
REIMERS AVE
BUS HUB
WEST STAND
NORTH STAND
SOUTH STAND
EAST STAND
CRICKET AVE
SANDRINGHAM RD
JKL
M
CAR
PARK P1
CAR
PARK P2
CAR
PARK P2
Eden Park is well served by rail and bus services. Kingsland
train station is a short walk from Eden Park. There are car parks
available at the A Stand (through car park entrance A, off
Walters Avenue). Enter Eden Park at Gate A, and make your
way to the West Lounge by lift/stairs to the second level.
For the Health and Safety of all, we ask that if you have a cough, a high
temperature of at least 38°C, shortness of breath, sore throat, sneezing
and runny nose or temporary loss of smell that you stay at home. You
will still be able to watch the Meeting and submit questions live via our
webcast or email questions to EROAD’s General Counsel and Company
Secretary at mark.heine@eroad.com.

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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, 28 July 2020
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.

STEP 1
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
STEP 2
hereby appointof
or failing him/her
of
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of EROAD LIMITED
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 at The West Lounge at Eden Park, Auckland on Thursday 30 July 2020 at 4.45pm and at any adjournment of that meeting. Please use Gate A,
Walters Road to access the West Lounge. Parking is available at the Entry A carpark.
The resolutions below are stated in brief. Please refer to the Notice of 2020 Annual Shareholders' Meeting for the full text of the resolutions and
the explanatory notes.
Items of Business - Voting Instructions/Ballot Paper
Signature of Shareholder(s) This section must be completed.
Shareholder 1
or Sole Director/Director
Shareholder 2
or Director (if more than one)
Shareholder 3
EROAD Annual Shareholders' Meeting which will be held at The
West Lounge at Eden Park, Auckland on Thursday 30 July 2020
at 4.45pm. Please use Gate A, Walters Road to access the West
Lounge. Parking is available at the Entry A carpark.
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Email Address
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ForAgainstAbstain
Proxy
Discretion
Ordinary Business
Resolution 1To re-elect Tony Gibson as a Director
(see Explanatory Note 1).
Resolution 2To elect Barry Einsig as a Director
(see Explanatory Note 2).
Resolution 3To authorise the Directors to fix the fees and expenses of the auditor of EROAD
(see Explanatory Note 3).