SPH Notice – Steven Newman and NMC Trustees Limited

1168035-3

Disclosure of movement of 1% or more in substantial holding

Sections 277, Financial Markets Conduct Act 2013
To NZX Limited
And
To ASX Limited
And
To EROAD Limited
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 23 September 2020
Date this disclosure made: 23 September 2020
Date last disclosure made: 17 September 2020
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: 13,067,936
(b) total in class: 79,070,851
(c) total percentage held in class: 16.527%
For last 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%
Summary for NMC Trustees Limited as trustee of the NMC Investment Trust
For this disclosure,—
(a) total number held in class: 12,941,513
(b) total in class: 79,070,851

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(c) total percentage held in class: 16.367%
For last disclosure,—
(a) total number held in class: 14,379,458
(b) total in class: 68,301,620
(c) total percentage held in class: 21.053%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 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 pursuant to which NMC Trustees Limited agreed
to sell 1,437,945 fully paid ordinary shares in EROAD (“Sell Down Shares”) to investors.
The sale of the Sell Down Shares was effected on 17 September 2020, at a sale price of
NZ$3.90 per share, as disclosed to NZX and ASX in a disclosure of change of nature in
relevant interest notice dated 17 September 2020 from Steven Newman and NMC Trustees
Limited as trustee of the NMC Investment Trust. A copy of the Block Trade Agreement was
attached to that notice. The sale of the Sell Down Shares has settled on or about the date
of 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.
For that relevant interest,—
(a) number held in class: 13,067,936
(b) percentage held in class: 16.527%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: NMC Trustees Limited as to
13,067,936 shares and unknown as to the transferred 1,437,945 shares.
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,—
(a) number held in class: 117,323
(b) percentage held in class: 0.148%

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(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: 0.007%
(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: 0.004%
(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 shares in
EROAD.
For that relevant interest,—
(a) number held in class: 12,941,513
(b) percentage held in class: 16.367%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: NMC Trustees Limited as trustee
of the NMC Investment Trust as to 12,941,513 shares and unknown as to the
transferred 1,437,945 shares.
Additional information
Address(es) of substantial product holder(s):

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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.