Capital Change Notice – Issue of Performance Share Rights

Template
Capital Change Notice

Updated as at 17 October 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 60,678
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 7.3% 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
price 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 for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 60,678 PSRs under the
EROAD Bedrock Share Award
for employees of EROAD
Limited.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Directors’ resolutions dated 16
July 2020
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.
60,678 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 16
July 2020

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 2020 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 o
receive dividends or other
distributions, or note 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
2
10/08/2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Eleanor Koningham
Contact person for this announcement Eleanor Koningham

2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

Template
Capital Change Notice

Updated as at 17 October 2019
Contact phone number 021 0276 1650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP

10 August 2020