Notice of 2021 Annual Meeting

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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
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corporateactions@computershare.co.nz
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For your proxy to be effective it must be received by 1.00pm on Wednesday 28 July 2021.
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 Resolutions 1 and 3.
In accordance with Listing Rule 6.3.1, no non-executive director or any of their
Associated Persons (as defined under the NZX Listing Rules) can vote in favour of
Resolution 2, unless casting votes under an express proxy of a person who is not
disqualified from voting.
HYBRID MEETING
If Auckland is at COVID-19 Alert Level 1, attendees will have the option of attending in person at the
Loyalty Lounge, Eden Park, Kingsland, Auckland, or virtually. If Auckland is at COVID-19 Alert Level 2 or above, or the Board otherwise
considers it appropriate in the circumstances, only virtual attendance will be available.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of EROAD LIMITED
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Items of Business - Voting Instructions/Ballot Paper
STEP 2
The resolutions below are stated in brief. Please refer to the Notice of 2021 Annual Shareholders’ Meeting for the full text of the resolutions
and the explanatory notes.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
EROAD Annual Shareholders’ Meeting which will
be held in the Loyalty Lounge at Eden Park, Walters
Road, Kingsland, Auckland on Friday 30 July 2021
at 1pm
Ordinary Business
Resolution 1 That Graham Stuart be re-elected as a Director of EROAD. (see Explanatory Note 1).
Resolution 2
That the non-executive annual remuneration pool be increased from $500,000 to $850,000, to be divided
among the directors as they consider appropriate.
(See Explanatory Note 2).
Resolution 3 That the Directors be authorised to fix the fees and expenses of KPMG as the auditor of EROAD.
(See Explanatory Note 3).
ForAgainstAbstain
Proxy
Discretion
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 in the Loyalty Lounge at Eden Park, Walters Road, Kingsland, Auckland on Friday 30 July 2021 at 1pm and at any adjournment of that meeting.
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this information is not
provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
312-976-984
Remote entry to the Annual Meeting will open at 12.30PM
NZT on Friday 30 July 2021, with the meeting commencing at
1.00PM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
To log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in
as a guest if you are not a shareholder in EROAD Limited. Please note, if you have logged in as a guest you will not be able to ask any
questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.

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Notice of 2021 Annual Shareholders’ Meeting

Notice of 2021 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 1pm on Friday 30th of July at the Loyalty
Lounge, Eden Park and virtually via the link https://web.lumiagm.com/
(Meeting ID: 312-976-984).
The safety of our people and shareholders is our number one priority. In the
event that COVID-19 related restrictions are in place which prevent us from
holding a physical meeting, or the Board otherwise determines a physical
meeting is inappropriate in the circumstances, we may decide to hold a virtual
only Annual Shareholders’ Meeting. If this occurs, we will provide shareholders
with notice through an announcement to the NZX, ASX and on our website.
ITEMS OF BUSINESS
1. Chairman’s Overview
Graham Stuart, Chairman
2. Chief Executive Officer’s Address to shareholders
Steven Newman, CEO
3. Financial Statements and Auditor’s report
Alex Ball, CFO
To receive and consider the Financial Statements and Auditor’s Report for the year
ended 31 March 2021, as included in EROAD’s 2021 Annual Report.
4. Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
1. Re-election of Director
That Graham Stuart, who retires, and being eligible, is re-elected as a director of
EROAD (see Explanatory Note 1).
2. Increase of Non-Executive Director Remuneration Pool
That the annual non-executive director remuneration pool be increased from
$500,000 to$850,000, to be divided among the directors as they consider
appropriate (see Explanatory Note 2).
3. Appointment of Auditors and Auditor Remuneration
That the Directors be authorised to fix the fees and expenses of KPMG as the
auditor of EROAD (see Explanatory Note 3).

RESOLUTION 1
Re-election of Director
That Graham Stuart, who retires, and being eligible, is re-elected
as a director of EROAD.
Explanatory Note 1
Under Listing Rule 2.7 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 three years (whichever is longer). If a director is eligible, they may offer themselves for re-election by shareholders
at the meeting. In this case, Graham Stuart retires by rotation and, being eligible, offers himself for re-election by
shareholders at the Annual Shareholders’ Meeting.
Graham Stuart is a non-executive Director and is considered by the Board to be an Independent Director, as that capacity
is described in the NZX Listing Rules. A brief biography outlining Graham Stuart’s history and experience is set out below.
At the Annual Shareholders’ Meeting a resolution to re-elect Graham Stuart will be put to shareholders.
In accordance with EROAD’s Appointment and Selection of New Directors Policy, directors (excluding Graham Stuart)
considered Mr Stuart’s performance as a director and unanimously recommend that shareholders vote in favour of the
re-election of Mr Stuart. Graham Stuart abstained from the Board’s consideration of his re- election.
Graham Stuart
Graham Stuart, the current Chair of the Board, is a
highly experienced director. Graham has a wealth of
business experience across South East Asia, Europe,
the UK and Latin America and has held chief executive
and chief financial officer roles in some of Australasia’s
largest companies. He was previously Chief Executive
Officer of Sealord Group. Prior to that Graham was
Chief Financial Officer then Director of Strategy &
Growth at Fonterra. Graham has a strong professional
background in accounting and finance as well as
experience in technology and leadership. Graham is a
qualified Chartered Accountant and holds a Master of
Science (Management) and a Bachelor of Commerce
(First Class Honours).
Graham is currently a director in the following
companies:
• Tower Limited (Independent Director, Chair of
Audit Committee)
• Northwest Healthcare Properties Management Ltd
(Independent Director, Northwest manages the Vital
Healthcare Property Trust which Graham Chairs)
• Metro Performance Glass Limited (Independent
Director, Chair of Audit and Risk Committee)
• Vinpro Limited
Graham joined the EROAD Board on 1 January 2018 and
was last elected by shareholders in August 2018.

RESOLUTION 2
Increase of Non-Executive Director Remuneration Pool
That the annual non-executive director remuneration pool be increased from
$500,000 to $850,000, to be divided among the directors as they consider
appropriate.
Explanatory Note 2
In accordance with NZX Listing Rule 2.11, the remuneration of non-executive EROAD directors (“NED”) must be
authorised by ordinary resolution at a meeting of EROAD’s shareholders.
Proposed increase of Non-Executive Director Remuneration Pool
The total amount of fees available for payment to EROAD’s NEDs was last approved by shareholders at the 2018
Annual Meeting of the company. At the 2018 Annual Meeting, the total amount of fees available for payment to NEDs
was increased from $350,000 to $500,000.
It is proposed that the total amount of the fee pool be increased from $500,000 to $850,000, which represents an
increase of $350,000.
The Board has determined that the increase to the fees available for payment to NEDs to $850,000 is necessary to
allow sufficient funds to increase the number of NEDs on the Board. The Board currently comprises five directors of
whom four are non-executive. It is proposed that, in the next 12-18 months, the number of NED directors is increased
to five or six to continue to build the expertise of the Board and allow ongoing rotation of NEDs from the Board.
Given EROAD’s expectation of ongoing growth in its North American and Australian markets, the increase is also
considered necessary to attract suitable candidates, including overseas based directors. It is proposed that the
directors to be appointed are based in North America and Australia. In line with the increasingly common practice
of paying NEDs in their local currency, it is proposed that remuneration for directors based overseas is paid at the
prevailing market rate in the NED’s country of domicile.
It is also proposed that the fees for the NEDs and Chairs of the Board and the Remuneration, Talent and Nominations
Committee (“RTNC”) be increased.
Proposed increase of NED and Chair Fees
The current NED and chair remuneration is as follows:
• NZ$110,000 for the Chair of the Board;
• NZ$55,000 for NEDs based in New Zealand and Australia;
• US$96,000 for NEDs based in the United States of America;
• NZ$25,000 for the Chair of the Finance, Risk and Audit Committee (“FRAC”); and
• NZ$8,000 for the Chair of the RTNC.
With the exception of the NED fee for the US, the above fees have been in effect since 1 January 2018. Since 2018, as
noted below, EROAD has grown significantly and has listed on the ASX as a foreign exempt listing.
In 2021, EROAD’s Board engaged PwC to conduct a review of EROAD’s NED fees. A summary of PwC’s review
is available at the Governance page of the Investor section of EROAD’s website. EROAD’s market capitalization
of $495m as at the date of the report places it between the median and 75th percentile of the NZ and Australian
comparator group in the report.
When determining the fees for NEDs and chairs of the Board and its committees, the Board considered the fee levels
for comparable listed companies in New Zealand, Australia and United States. The median and 75th percentile fees in
PwC’s report for the Board functions were as follows:

Fees in local currency
NZAU
FunctionMedian fees75th percentileMedian fees75th percentile
Chair128,000150,000170,000186,500
FRAC Chair15,00016,70013,10016,100
RTNC Chair12,00015,00011,20015,000
NED70,00085,00086,30091,300
FunctionNA Median fees1
Chair118,500
FRAC Chair13,000
RTNC Chair9,500
NED90,250
Based on PwC’s findings and pending approval from shareholders to increase the NEDs’ remuneration pool, the
Board intends to increase the NEDs’ remuneration and to increase remuneration to the Chairs of the Board and the
RTNC as follows:
• NZ$150,000 per annum for the Chair of the Board, an increase of $40,000 or 36%
• NZ$95,000 per annum for NEDs based in New Zealand, an increase of $40,000 or 73%
• AU$95,000 per annum for NEDs based in Australia, an increase of $43,3002 or 84%
• NZ$12,000 per annum for the Chair of the RTNC, an increase of $4,000 or 50%.
It is proposed to reduce the fee paid to the Chair of the FRAC from $25,000 to $15,000 due to that proposed change
to the base NED fee.
The total of NED fees to be paid to the current four directors if shareholders approve the increase to the remuneration
pool is estimated to be approximately NZ$504,0003.
A comparison between EROAD’s current director fees, EROAD’s proposed fees and the 75th percentile fees in PwC’s
report are shown below for NZ, AU and US directors.
Function
Current fees
in all local
currency
75th percentile
fees for function
in local currency
Proposed
fee for
function
% Change between
current and
proposed fees
% Difference between
75th percentile and
proposed fees
Chair110,000150,000150,00036%0%
FRAC Chair25,00016,70015,000-40%-10%
RTNC Chair8,00015,00012,00050%-20%
NED NZ55,00085,00095,00073%12%
NED AU51,70091,30095,00084%4%
Function
Current fees
in all local
currency
Median fee
in local
currency
Proposed
fee for
function
% Change between
current and
proposed fees
% Difference between
median and
proposed fees
NED US96,00090,25096,0000%6%
1
US director fees are typically made up of a portion of cash to equity weighted approximately 40:60 cash/equity.
2
Australian resident directors’ fees are currently paid in New Zealand dollars. NZ$55,000 equates to AU$51,700 at an exchange rate of NZ$1:AU$0.94.
3The fees for the US based director was converted at an exchange rate of US$0.70:NZ$1

The proposed NED base fees in NZ and Australia are 12% and 4% higher than the 75th percentile in the comparator
group. The proposed NED base fee in the US is 6% higher than the median fee in the comparator group.
The increase takes into account that EROAD does not pay committee members additional fees for their roles on
such committees (these fees typically range between $5,000-$10,000 per year) and that EROAD does not intend to
increase the base fees for directors over the next three years without shareholder approval.
Since EROAD last increased director remuneration in 2018, EROAD has grown significantly. A comparison of EROAD’s
revenue, customer numbers and EBITDA since 2018 are tabled below.
31 March
2018
31 March
2019
31 March
2020
31 March
2021
Compound growth
2018 – 2021 (% pa)
Revenue$43.8m$61.4m$81.2m$91.6m28%
TCUs
4
77,60096,390116,488126,20318%
EBITDA$10.5m$15.6m$27.1m$30.7m43%
4
TCUs, or Total Contracted Units, represents the total number of EROAD devices subject to a customer contract and includes
the number of EROAD devices installed in vehicles and subject to a customer contract and the total number of EROAD devices
pending installment.
Listing Rule 2.11.1 requires the proposed increase in the directors’ remuneration pool be authorised by an ordinary
resolution of shareholders. In accordance with Listing Rule 6.3.1, no non-executive director or any of their Associated
Persons (as defined under the NZX Listing Rules) can vote in favour of this resolution, unless casting votes under an
express proxy of a person who is not disqualified from voting.
RESOLUTION 3
Appointment of Auditors and Auditor Remuneration
That the Directors be authorised to fix the fees and expenses of KPMG as the
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.

MEETING DETAILS
Procedural Notes
a. 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 5pm on Wednesday 28th July 2021.
b. 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.
c. 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.
d. 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. Where the Chairman is appointed as proxy and voting is left to his discretion, the Chairman
intends to vote in favour of all Resolutions (other than Resolution 2 as explained below).
e. 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.
f. All resolutions 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.
g. Voting restrictions apply to Resolution 2 (as detailed in the Explanatory Notes).
Questions and comments
Shareholders are invited to submit questions prior to the meeting to investors@eroad.com.
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 investors@eroad.com.
Venue information
Loyalty Lounge, West Stand, Eden Park, Walters Road, Kingsland, Auckland 1024
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.
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