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 Ltd
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 145,671
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 100% 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
the participants still being employed
by EROAD Limited or a subsidiary on
31 November 2023.
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 145,671 under the Coretex
purchase agreement.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial
145,671
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
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 28
October 2021
Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
The PSRs become exercisable on
the participants still being employed
by EROAD Limited or a subsidiary
on 31 November 2023
and in certain other exceptional
cir cumstances. 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 to 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
5 May 2022
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
Contact phone number 021 02761650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP

05 /05/2022
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).