SPH Notice – Steven Newman and NMC Trustees Limited

100080615/3821103.1
Disclosure of change in nature of relevant interest
Section 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To ASX Limited
and
To EROAD Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 17 September 2020
Date this disclosure made: 17 September 2020
Date last disclosure made: 15 December 2017
Substantial product holder(s) giving disclosure
Full name(s): Steven Newman and NMC Trustees Limited as trustee of the NMC
Investment Trust
Summary of substantial holding
Class of quoted voting products: Ordinary shares in EROAD Limited (NZX Code: ERD)
(“EROAD”)
Summary for Steven Newman
For this disclosure,—
(a) total number held in class: 14,505,881
(b) total in class: 68,301,620
(c) total percentage held in class: 21.238%
For last disclosure,—
(a) total number held in class: 14,363,557
(b) total in class: 66,116,258
(c) total percentage held in class: 21.725%
Summary for NMC Trustees Limited as trustee of the NMC Investment Trust
For this disclosure,—
(a) total number held in class: 14,379,458
(b) total in class: 68,301,620

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(c) total percentage held in class: 21.053%
For last disclosure,—
(a) total number held in class: 14,354,457
(b) total in class: 66,116,258
(c) total percentage held in class: 21.711%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On or about 17 September 2020, NMC Trustees Limited as trustee of the NMC Investment
Trust entered into an agreement (“Block Trade Agreement”) with Bell Potter Securities
Limited and Canaccord Genuity (Australia) Limited (together, the “Joint Lead Managers”)
pursuant to which NMC Trustees Limited agreed to sell, and the Joint Lead Managers
agreed to act as brokers and joint lead managers to manage the sale of up to 1,438,000
fully paid ordinary shares in EROAD (“Shares”).
Pursuant to the Block Trade Agreement, 1,437,945 Shares held by NMC have been
allocated to investors, at a sale price of NZ$3.90 per Share, with settlement expected to
occur on 23 September 2020. As a consequence of those allocations, there is a
qualification on the power of NMC Trustees Limited to dispose of, or control the disposal of,
such Shares.
A copy of the Block Trade Agreement (16 pages) is attached to this notice.
Details after relevant event
Details for Steven Newman
Nature of relevant interest(s): Steven Newman is the holder of 20% or more of the shares
in NMC Trustees Limited and has the power to control dealings and voting of shares held
by NMC Trustees Limited as trustee of the NMC Investment Trust. As a consequence of the
Block Trade Agreement, there is a qualification on the power of Steven Newman to dispose
of, or control the disposal of, 1,437,945 of NMC Trustees Limited’s Shares in EROAD.
For that relevant interest,—
(a) number held in class: 14,379,458
(b) percentage held in class: 21.053%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: Unknown.
Nature of relevant interest(s): Steven Newman is the beneficial owner of Shares pursuant
to EROAD’s Long Term Incentive Plan.
For that relevant interest,—

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(a) number held in class: 117,323
(b) percentage held in class: 0.172%
(c) current registered holder(s): EROAD LTI Trustee Limited
(d) registered holder(s) once transfers are registered: N/A.
Nature of relevant interest(s): Steven Newman has the power to control the acquisition or
disposal of, and has the power to exercise or to control the exercise of, a right to vote the
Shares held by Alexandra Ashley Newman, his daughter.
For that relevant interest,—
(a) number held in class: 5,700
(b) percentage held in class: 0.008%
(c) current registered holder(s): Alexandra Ashley Newman
(d) registered holder(s) once transfers are registered: N/A.
Nature of relevant interest(s): Steven Newman has the power to control the acquisition or
disposal of, and has the power to exercise or to control the exercise of, a right to vote the
Shares held by Henry James Newman, his son.
For that relevant interest,—
(a) number held in class: 3,400
(b) percentage held in class: 0.005%
(c) current registered holder(s): Henry James Newman
(d) registered holder(s) once transfers are registered: N/A.
Details for NMC Trustees Limited as trustee of the NMC Investment Trust
Nature of relevant interest(s): NMC Trustees Limited is the registered holder of 14,379,458
Shares (which it holds on trust for the beneficiaries of the NMC Investment Trust in its
capacity as trustee of the NMC Investment Trust). As a consequence of the Block Trade
Agreement, there is a qualification on the power of NMC Trustees Limited to dispose of, or
control the disposal of, 1,437,945 of its Shares.
For that relevant interest,—
(a) number held in class: 14,379,458
(b) percentage held in class: 21.053%
(c) current registered holder(s): NMC Trustees Limited

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(d) registered holder(s) once transfers are registered: Unknown.
Additional information
Address(es) of substantial product holder(s):
91 Taylor Road, Waimauku, 0882, Auckland, New Zealand
Contact details:

Steven Newman
Phone: +64 9 927 4713
Email: steven.newman@eroad.co.nz

Nature of connection between substantial product holders: Steven Newman is the holder of
20% or more of the shares in NMC Trustees Limited and has the power to control dealings
and voting of shares held by NMC Trustees Limited as trustee of the NMC Investment
Trust.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A.
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Steven Newman is also a director of EROAD. Pursuant to section 302 of the Financial
Markets Conduct Act 2013, this disclosure also constitutes disclosure by Steven Newman
for the purposes of the directors’ and senior managers’ disclosure obligations.
Certification
I, Steven Newman, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

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APPENDIX – BLOCK TRADE AGREEMENT