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EROAD releases FY22 Annual Report and Sustainability Report

Annual Report26 June 2022ERDIndustrials

EROAD Annual Report 20221
Sustainability Report

20

22

Safer and more sustainable roads

We are

EROAD

EROAD Sustainability Report 2022 EROAD Annual Report 202223
Contents

Together with our

customers, partners

& world leading

solutions, we’ll

create safer, more

sustainable roads.

8Message from The Chair

10Materiality Matrix

14Our Community

28Our Environment

48Our People

58Our Commercial Approach

66GRI Index

EROAD Sustainability Report 2022 EROAD Annual Report 202245
SAFER AND MORE

SUSTAINABLE ROADS

EROAD plays a critical role in improving sustainability in the transportation industry. We aim

to bravely solve complex transportation problems, delivering intuitive solutions that help our

customers succeed. This also means using our products to help conserve and improve the

environment, support economic growth and keep our communities safe. In doing so, EROAD

remains a sustainably viable business for all our stakeholders.

EROAD is committed to integrating sustainability into all our business processes and

decisions. Our Net Zero Steering Group is responsible for advancing sustainability

throughout the business. Key members from each department regularly report to the Net

Zero Steering Group on new developments in this space.

Keep our

community safe

• Reduce unsafe driving behaviour

• Ensuring vehicles are safe

• Ensure compliance with local regulations

Over 8,000 customers and

200,000 connected vehicles

We have the opportunity, through our customers in New Zealand, North America

and Australia to improve the community safety, conserve and improve the

environment and support sustainable economic growth.

Conserve and

improve the

environment

• Improve driving behaviour

• Optimise fleets

• Maintain vehicle health

• Reduce fuel usage

• Reduce food waste

• Reduce construction waste

• Reduce waste contamination

• Promote Eco-driving

• Enabling evaluation to transition to low

emission vehicles

Partners

We work alongside our commercial partners, regulators and policy makers to

provide solutions to our customers and advocate for the advancement and

refinement of laws to ensure that they are practical, business friendly, meet

policy, environmental and regulatory outcomes and are future proofed.

Support economic

growth

• Improve fleet productivity & efficiency

• Enable better decision making

through data

EROAD Sustainability Report 2022 EROAD Annual Report 202267
WHERE TO NEXT

Sustainability is core to our business, and as we continue

to make progress towards our net zero strategy we’ll be

focusing our efforts in the following key areas:

Helping customers

measure and reduce

their emissions

EROAD’s net zero product strategy, to be

delivered within the next five years, includes

new solutions and features to support

customers to improve fuel efficiency, provide

tools that will enable better decision making

to reduce carbon emissions and solutions to

help them meet their ESG credentials.

Measuring and reducing

our own carbon footprint

After measuring our emissions through

the Toitu carbon reduce programme, work

is underway on initiatives to reduce our

Category 1 & 2 emissions – such as fuel and

electricity use.

Performance Targets

Performance targets for areas important

to our stakeholders will be provided in the

FY23 Sustainability Report.

EROAD Sustainability Report 2022 | MESSAGE FROM THE CHAIRMESSAGE FROM THE CHAIR | EROAD Sustainability Report 202289
MESSAGE FROM

THE CHAIR

EROAD is a purpose led

company that aspires to create

safer and more sustainable

roads. We have the opportunity,

through our customers and

partners to keep our community

safe, conserve and improve

the environment and support

economic growth. We are

proud to be producing our

inaugural sustainability report to

demonstrate the great work we

are doing in this space already

and to show our commitment to

continued improvement

and advancement.

Sustainability and Sustainability Reporting is a journey,

one which we are committed to and one we encourage our

customers and partners to join us on. Ultimately, Sustainability

is an approach to decision-making, which balances the needs

of the current generations, the need for future generations,

and the health of the natural environment. We are committed

to do the right thing for all EROADers, our customers and the

environment, ensuring that we create a thriving business for

the long run.

This first report takes a major step, through our work with

the Toitu carbon reduce programme, and gives our baseline

emissions for FY22 which is the first step towards TCFD

reporting which we will begin in FY23.

Our Net Zero Steering Group is responsible for advancing

sustainability throughout the business. We recognise that

across all UN Sustainable Development Goals (SDGs) the

transport sector can influence 45% of the targets and a key

part of our future strategy is to continue bringing to market

solutions that support our customers in their own sustainability

efforts, as well as supporting the development of sensible

regulatory frameworks that incentivise the ones that go the

extra mile.

We recognise that we are only at the beginning of our journey

commit and look forward to updating you on the progress, as

well as publishing targets for us to measure, report and drive

improvements in our sustainability efforts going forward in the

FY23 sustainability report.

Graham Stuart

Chairman

EROAD Sustainability Report 2022 | MATERIALITY MATRIXMATERIALITY MATRIX | EROAD Sustainability Report 20221011
EROAD’S KEY STAKEHOLDERS

Customers

Policy Makers, Industry Regulators

and Associations

Investors

EROAD team

WHAT REALLY MATTERS

TO OUR STAKEHOLDERS

During FY21 we completed a materiality assessment which will

provide the foundation for driving future improvements in our

sustainability efforts. EROAD’s materiality assessment process

has enabled us to identify and prioritise the Environmental,

Social and Governance issues that are of most importance

to the business and its stakeholders so our improvement

efforts can be impactful. This matrix was updated in 2022 for

Coretex key stakeholders. There was no material change to the

outcome and our material issues remain unchanged.

MATERIALITY MATRIX

Our

communities

Our

people

Our

environment

Our commercial

approach

Importance to External Stakeholders

Business Impact on EROAD

10

9

8

7

6

678910

Carbon emissions

Safer communities

Health & safety

Data integrity/reliability

Customer relationships

Data privacy & security

Ethical business practices

Talent acquisition & retention

Training & development

Diversity & equality

Sustainable

financial returns

Contribution to public policy

Environmental impact/

Natural resources

Responsible use

of materials

Occupational H&S

MATERIALITY MATRIX | EROAD Sustainability Report 202213EROAD Sustainability Report 2022 12
UNITED NATIONS

SUSTAINABLE

DEVELOPMENT GOALS

The Sustainable Development Goals (SDGs) are the UN’s

blueprint for a more sustainable future for all. These goals look

to create a better world by ending poverty, fighting inequality

and addressing climate change.

EROAD is supportive of the United Nations Sustainable

Development Goals and has determined that the following

seven SDGs are applicable to our business. The seven SDGs

displayed below align closely with our business and are where

we believe we can make a positive difference.

3

Good health

and wellbeing

4

Quality

education

9

Industry,

innovation and

infrastructure

10

Reduced

inequalities

12

Responsible

consumption

and

production

16

Peace, justice

and strong

institutions

13

Climate

action

EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20221415
OUR

COMMUNITY

Our goals and aspirations

Reduce serious injuries

and deaths on roads

Improve survivability of

crashes by supporting

our customers to ensure

vehicles are fi t for purpose

Advocate for regulatory

solutions that are sensible

and future proof

Advocate for data-

led decision making in

transport industry to

achieve a sustainable

transportation network

EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20221617
Drive buddy

ENCOURAGING SAFER

DRIVING BEHAVIOUR

62%

fewer speeding events in heavy

vehicles with the enhanced features that

Ehubo2 provides

66%

lower speeding frequency in heavy vehicles

with Posted Speed installed

48%

lower speeding frequency in light vehicles

with Posted Speed installed

30%

of EROAD drivers have an average of

5-stars in leaderboard

“Through direct in-cab feedback and leaderboard rankings,

EROAD measures our drivers’ performance against the

industry and gives drivers real-time safety improvements

for themselves, our equipment, and other road users.

Leaderboard tracks speeding, idle time, and harsh braking

and cornering, providing us with an overall picture of how

our drivers are performing. We use that as a tool to identify

where we should focus our training and upskilling, and

we’re using it to develop a driver recognition programme

as well."

Toll

Our Ehubo device acts as a coach inside the cab, providing

real-time feedback to drivers on harsh driving behaviour, and

advising them of the posted speed limit.

All driving data is uploaded to MyEROAD where smart

algorithms build the EROAD Leaderboard and give drivers a

star rating to drive pride and competition for safer driving.

Drive buddy Posted speed Leaderboard

Posted speed

Leaderboard

EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20221819
EROAD's Electronic Logging Devices in North America, and

EROAD Day Logbook in New Zealand let drivers easily manage

their hours of service, clearly displaying how much time they

have until their next rest or work period begins. As well as

keeping them compliant, these tools increase road safety and

help to ensure drivers get home safe at the end of their shifts

by ensuring they’re well rested and alert while on the roads.

EROAD’s Clarity Solo & Connected means fleet managers

can see footage, GPS location and driver data in one place in

the event of an incident. EROAD has also integrated Seeing

Machines’ Guardian safety technology into MyEROAD, so

customers who choose to also procure that technology

can have a single interface for managing video telematics,

including driver distraction and fatigue using biometrics.

REDUCING THE RISK OF

DRIVER FATIGUE

Electronic Logging

Devices (ELD)

Logbook

EROAD Clarity Solo

& Connected

Seeing Machines

integration

#1

ELD ranking with 4.4

stars on FreightWaves

It is estimated across

North America 26 lives

are saved, 1,844 crashes

are prevented and there

are 562 fewer injuries as

a result of industry-wide

ELD roll-out

1

90%

reduction in fatigue-

related driving events

with Seeing Machines

8,546

logbook subscriptions

up 33% from FY21

1

FMCSA , estimated based on all competitors ELD roll out

Seeing Machines integration

EROAD ELD

Logbook

“The reason why we're quite hot on the whole fatigue topic

is that we've had around 8 crashes in the last nine months

where another vehicle coming in the opposite direction has

crossed the centre line and struck some portion of our unit

on the road. Two of those were fatal, and in each of those

8 events we can hand-on-heart say our drivers were alert,

responsive and not fatigued or distracted.”

Dynes Transport using EROAD Clarity Dashcam plus

Seeing Machines

EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222021
EROAD Clarity Connected, EROAD Clarity Solo and Coretex

CoreVision dashcams record HD footage both inside the cab

and outside which enables organizations to coach drivers and

improve safety outcomes.

Together with accurate telematics data available in the Fleet

Map or Coretex 360, these dashcams can also help exonerate

drivers in the event of an incident where they were not at fault,

protecting drivers from lengthy investigations or fraudulent

claims from third parties.

“The goal was for us to have informed conversations with

our drivers and help them understand how they could

become better and safer. We needed something that would

give us better information. It wasn’t us wanting to be Big

Brother and watch the fl eet and where they were going. It

was more out of concern for people’s safety and wanting to

make sure we’d given our drivers the best tools we could.”

BOC using EROAD Clarity Daschcam

IMPROVING SAFETY AND

EXONERATING DRIVERS

EROAD Clarity

Connected

MyEROAD

Replay

EROAD Clarity

Solo

Fleet map

Coretex

CoreVision

Coretex 360

EROAD Clarity Solo

CoreVision

10% 8,562

reduction in speed by 33% of

vehicles with EROAD Clarity

events reviewed by customers in FY22

4,344 513

dashcams installed across

549 customer fl eets in FY22

events resulted in driver coaching this year

“It’s amazing how much reassurance having that

footage gave our driver. Someone who’s been involved

in an incident doesn’t need to dwell on it for a fortnight

while we work through an investigation. If we can close

it out in a matter of hours, that’s a great outcome for

the business; that’s a cost savings for us. That’s hours

and hours of investigation that doesn’t need to happen

and almost instant relief for the driver concerned, their

manager, and our health and safety team.”

BOC using EROAD Clarity Dashcam

EROAD Replay

EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222223
Our fleet maintenance tools reduce the risk of drivers going

out in un-roadworthy vehicles. Standardised pre-start

inspections can be easily completed by drivers using EROAD

Inspect and Coretex DVIR Checklists, and defects can be

quickly reported. Fleet Managers can also manage regular

servicing and preventative maintenance through MyEROAD

Fleet Maintenance.

907,632 1,482

inspections conducted in 2021customers using fleet maintenance module

4.4% 42,452

of inspections identified unsafe-to-drive

trips to enable customers to take

appropriate action

vehicles are managed using fleet

maintenance module

Our CaRA is designed to send an alert if a rollover or

collision is detected, and with the help of EROAD Satellite

Communications it can get the message out even if the driver

is outside of cellular coverage.

CaRASatellite

Communications

MANAGING AND

PREVENTING PROBLEMS

WITH VEHICLE SAFETY

RESPONDING TO

EMERGENCIES

KNOWING WHERE DRIVERS

ARE AT ALL TIMES

Drivers spend long hours on the road alone, often in remote

locations. MyEROAD FleetMap gives fleet managers visibility

of where they are at all times, and if they’re out of cellular

coverage then Satellite Communications can send location

data back to MyEROAD every 10, 20 or 60 minutes (depending

on plan).

MyEROAD

FleetMap

Satellite

Communications

100% Iridium Satellite network coverage

vs 15% cellular coverage of the planet

InspectMyEROAD

Fleet

Maintenance

Coretex DVIR

Checklists

EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222425
In 2022, we renewed our contract with Downer New Zealand – our largest ANZ Enterprise customer. Since starting out with

1,000 units in 2016 to provide electronic RUC and basic tracking, they’ve now grown to over 5,600 units on the Safe Driver Plan.

Downer NZ also recently added more products including a subscription to EROAD Analyst, EROAD Inspect and In-cab pre-Trip

Comms and service alerts.

Together with EROAD, Downer New Zealand has moved from a manual, reactive approach to fl eet management to one that’s

proactive, strategic, and streamlined.

“EROAD is integral to how we manage our fl eet. Over the

last fi ve years we have seen our average driving events

reduce by 93.8%. We are excited about continuing this

successful relationship and the upcoming enhancements

we will bring for the safety of our people on the road.”

Josh Hedley, Fleet Manager, Downer New Zealand National

All Vehicles

Reduction in Frequency of Speed- In Response to In-Vehicle Feedback

Average Speed Events per 100km travelled against Fleet Size

Heavy VehiclesLight Vehicles

Drive Buddy

& Driver ID

Posted Speed

Drive Buddy

Posted Speed

6K

4K

2K

0K

2017

2017

2018

2018

2019

2019

2020

2020

2021

2,000

1,500

1,000

500

0

2017201820192020

4K

3K

2K

1K

0K

Drive Buddy

Posted Speed

REDUCTION IN FREQUENCY OF SPEED IN RESPONSE TO IN-VEHICLE FEEDBACK

Average Speed Events per 100km travelled

WORKING WITH DOWNER

NEW ZEALAND TO IMPROVE THEIR

DRIVER SAFETY OUTCOMES

EROAD Sustainability Report 2022 | OUR COMMUNITYOUR COMMUNITY | EROAD Sustainability Report 20222627
EROAD's Global Market Development team works alongside

regulators and policy makers to advance and refine regulatory

laws and rules that are future proof, as well as practical,

business friendly, meet policy and regulatory outcomes. By

providing a bridge between the industry and the regulators,

EROAD enables industry-accepted high-quality solutions to be

delivered to the market that, in turn, accelerate the move to a

safer, greener and more productive world.

THOUGHT LEADER IN ROAD FUNDING

In New Zealand, EROAD engages with the Ministry of Transport

and a range of other government agencies, sharing our

experiences and providing insights to support regulatory

change. In FY22, EROAD was especially involved with work

looking at the sustainability of the road funding system,

including: Ministry of Transport work on the future funding

system and early investigations of possible changes to the RUC

system; the Parliamentary inquiry into Auckland congestion

pricing; and Infrastructure New Zealand’s exploration of road

pricing. Climate change was also a significant topic for policy

investigation. We contributed to the Ministry of Transport’s

investigation into the decarbonisation and transport, and the

Climate Change Commission’s draft recommendations to

government and subsequent development of the first Emissions

Reduction Plan.

In North America, EROAD is deeply involved in research on

future sustainable transportation funding solutions including

with the Federal Highway Administration, the American Trucking

Association, the Mileage Based User Fee Alliance, the Eastern

Transportation Coalition, federal and state governments.

In 2021 EROAD completed the 1st National Truck Pilot in the

US in partnership with the Eastern Transportation Coalition to

study RUC as a replacement for the fuel tax. EROAD is further

deeply involved in key global associations like the International

Bridge, Tunnel and Turnpike Association (IBTTA) and the

International Road Federation, where Nina Elter (EROAD’s SVP

Global Market Development) serves on the executive committee

of the board as well as chair of the RUC Committee providing

thought leadership and experience from lessons learnt across

the globe. A recent development was the establishment of the

RUC4 Sustainability Taskforce, which has been launched at the

Intertraffic Amsterdam in March 2022 and aims to highlight the

opportunities and challenges beyond funding.

OUR CONTRIBUTION TO

INFRASTRUCTURE PLANNING

EROAD's Road Network Insights team is deeply involved in

transportation projects. Working with stakeholders to provide

aggregated and anonymised data to support decision-making.

Councils, universities, and governments lead these projects to

understand better how vehicles are using our network and how

to make roads safer, more sustainable, and more productive for

all road users.

In the United States, the Texas Department of Transportation

engaged EROAD to understand travel patterns across the state.

Understanding these patterns is essential to ensure that proper

infrastructure supports freight movements.

The Texas Transportation Institute worked with EROAD to

identify how parking facilities are being used and determine

if they are sufficient to support drivers when required to take

breaks. EROAD assisted Oregon State University with a model

to assess the impacts of roundabouts vs traffic signals on freight

movements in Oregon. Oregon Department of Transportation

now has more information to make better data-driven decisions

about future infrastructure choices.

In New Zealand, EROAD has provided data to support the

identification of curves on the road network that potentially

raise the risk of a crash. In terms of productivity, EROAD has

provided origin destination data and route usage to local and

central government departments to support understanding of

freight movements.

Hamilton City Council wanted to understand the most used

freight routes through their city and where vehicles are stopping

on the road network. Tauranga City Council needed to integrate

truck movements into the Tauranga Transport Model refresh,

Waka Kotahi wanted to understand the route decisions being

made in several New Zealand regions. Te Manatū Waka - Ministry

of Transport has engaged EROAD to provide anonymous and

aggregated data on truck movements to support examining the

impacts of transport system changes in a unified and systematic

manner. For instance, how new infrastructure or road pricing

affects travel behaviour and assessing social and environmental

impacts of such changes.

CONTRIBUTION TO

PUBLIC POLICY

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20222829
OUR

ENVIRONMENT

Our goals and aspirations

Provide customers insights

into their fl eet emission

performance and the area

of impact. Empower them

to take targeted actions

to decarbonise

Improve our customers’

fl eet utilisation and fuel

effi ciency to reduce

their emissions

Reduce food, construction,

industrial wastage and

reduce contamination

Operate effi ciently and

sustainably to optimise

EROAD’s emissions across

our suppliers, contractors,

and staff members

Support government net

zero targets

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223031
ENCOURAGING EFFICIENT

DRIVER BEHAVIOR TO

REDUCE FUEL USAGE

Reducing fuel usage is crucial to

reducing emissions. It also makes

business sense as it’s one of

the biggest costs for transport

operators (especially so in

the current macro-economic

environment which has seen fuel

prices rise signifi cantly). EROAD

has a number of products that

help customers manage their

fuel usage.

Fuel management

Our fuel management product links fuel cards to MyEROAD so

fl eet managers can keep track of exactly how much fuel their

fl eet is using.

IDLE reports

IDLE reports can be used to coach drivers around when it’s

best to turn off the ignition and save fuel.

Route optimisation

Route optimization helps fl eet managers to manage and plan

the most effi cient routes for their drivers.

Precooling analytics

Using EROAD’s automated pre-cooling detection analytics,

fl eet managers can track how many diesel seconds have

elapsed in achieving precooling. This information can be used

to increase operational effi ciencies in trailer compartment

management and switch-on time, closing expensive gaps that

may exist and lowering fuel costs.

Reefer Fuel Sensor

The Location Effi ciency Report helps users understand the

behaviour of their vehicles in diff erent places. Key insights relating

to diesel vs electric runtime are surfaced to assist in electrifi cation

effi ciency eff orts. This is made possible with EROAD engine

seconds interpolation computed on our edge gateways. Users save

fuel, discover places of unrecognised detention, identify storage

usage and track vehicle site behaviour for delivery insights.

Drive Buddy, Leaderboard and EROAD Assist

Driver behavior can have a signifi cant impact on effi ciency

and fuel consumption. Our suite of products are designed to

not only encourage safer driving behavior, but also to improve

effi ciency, reducing unnecessary fuel burn from speeding or

harsh acceleration.

“We are very big on using EROAD to monitor and manage

driver speed. If you have a driver travelling at 10km faster

than the posted speed limit – which is easily done – they’re

going to be using more fuel, and risking safety.”

Paul Farnan, Operations Manager, Refrigafreighters

Drive buddy Leaderboard EROAD Assist

driver app

6.2%

less fuel used by drivers who consistently

achieved 4 or 5 stars on EROAD’s

Leaderboard in FY22

“By being able to monitor idling using EROAD Idle

reports, Foodstuff s was able to make fuel savings of 4%

over less than four months.”

Foodstuff s, New Zealand

"In 2021, we partnered with EROAD to boost

environmental and safety outcomes through

application of the latest in-vehicle monitoring

technology [...] The EROAD upgrade is complemented

by driver awareness training to teach the environmental

benefi ts of reducing idling and turning engines off

when possible. In six months of the EROAD upgrade,

idling has been reduced by 8% per 100 vehicles"

Ventia 2021 Sustainability Report

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223233
When it comes to reducing emissions, there is no room for

a one size fits all mentality. Besides vehicle replacement,

transport operators and fleet managers could reduce

their emissions and save costs on fuel by focusing on fleet

efficiency and optimisation, including driver behaviour, route

optimisation, fleet data analysis, and performing a stock take

on their current fleet.

Fleet utilisation

Fleet managers can’t afford to have under-utilised vehicles in

their fleet. Utilisation reporting provides data that can be used

to support fleet audits, and determine where vehicles can be

removed, upgraded or replaced by zero-emission alternatives.

EROAD BookIt

EROAD BookIt helps maximise fleet efficiency by providing an

intelligent booking tool for shared pool vehicles. Making the

most of an entire fleet is not only good for business, it’s also

good for the planet. Customers can increase vehicle utilisation

according to specific fleet goals. By selecting rules around

what vehicles appear first, customers can guide bookers

towards the right vehicles for them and the fleet. For example,

by selecting to show all available electric vehicles first to align

with emission reduction targets.

EROAD Analyst

EROAD Analyst allows our customers to harness their fleet

data to help their business perform better, reduce emissions

and improve safety outcomes. Our customers can customise

their own dashboards based on specific requirements,

including safety and utilisation metrics, ensuring accurate

time keeping by cross-referencing logbook data with vehicle

use, and informing more profit-focused business decisions

by combining EROAD data with financials in route and

vehicle level profit and loss reporting. This in turn enables our

customers to make data-driven decisions when optimising

their fleets.

Automatic Job Statusing

Efficient fleets make full use of all their assets and vehicles.

Automatic Job Statusing can helpfleet managers make better

decisions and improve utilisation, by seeing the status of each

of their assets, whether ticketed, en route, on site, pouring, or

traveling back to plant. If a truck hasn’t been given a new job,

or time to allocate new jobs is too long, decisions can be made

to better utilise the fleet and save on fuel and resources.

OPTIMISING FLEETS

“EROAD is helping us manage our fleet better. We can

capture fuel usage, so we can see if a truck is suddenly

using more fuel than normal. We can run utilisation

reports so we can see when a vehicle’s actually starting

to cost us more in terms of repairs and maintenance

compared to kilometres travelled, operational hours and

fuel usage. Utilisation reports also provide quality data to

indicate if the truck is required in that region or could be

moved to another branch that can utilise it better.”

Envirowaste

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223435
REDUCING FOOD WASTE

WITH OUR REFRIGERATED

TRANSPORT SOLUTIONS

In the United States, food waste is estimated at between

30-40 percent of the food supply. Ineffi cient cold chains can

contribute to unnecessary food wastage and greenhouse

gas emissions. Our refrigerated transport solutions with

remote start/stop, two-way commands and continuous

real-time temperature monitoring allow operators to meet

their operational and food safety goals, reduce product loss,

optimise fuel burn and improve equipment utilisation .

Coretemp Route and FSMA Product Compliance

EROAD has evolved cold chain transportation assurance by

creating a collaborative, real-time route tracking platform for

both the Carrier and Shipper. Coretemp creates assurance,

transparency and consistency with simulated product

temperature thresholds and route compliance metrics surfaced

in real-time during transportation and backed with interactive

compliance reporting.

Effi ciency Insights and Change Maintenance

EROAD Cold Chain 360 uses industry aligned metrics and

real time notifi cations to facilitate genuine change in fl eet

performance. In depth analytics allow vehicle, fl eet and

national performance tracking in key areas: utilisation, pre-

cool, fault severity, shutdown avoidance, and other relative

vehicle effi ciency measures. By setting appropriate goals and

SOP's confi gurable vehicle alerting thresholds reduce cost and

wastage - fault code severity, tiered temperature alerts, low

fuel, low battery, door open timers, pre cool duration, arrival

notices with temperature data.

Coretemp

“Data harvested by the units has given us a valuable

look at our cold chain performances during transport.

Using the trailer return air data for predictive analytics

has been a game changer for GSF and has positioned us

as industry leaders. By using the solution as part of our

new predictive product temperature monitoring process

we were able to save about $50,000 per month by not

requiring drivers to probe product at each stop.”

Golden State Foods Corporate Quality

Systems Director – Logistics

“The solution has proven to be a reliable provider of real-

time information that supports effi cient operations and

safely protects the integrity of our customers’ cold chain.”

COO and Co-founder Tiger Cool Express

“The algorithm works fl awlessly. Everyone wants to make

sure they know that the core temperature of their products

is compliant. Being able to build on air temperature reading

by receiving actual product temperature will allow us to

communicate to our customer that they are receiving the

highest quality of product every time.”

General Manager, QCD

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223637
REDUCING WASTE AND

IMPROVING EFFICIENCY WITH

CONSTRUCTION SOLUTIONS

In 2018, the Environmental Protection Agency estimated that

the USA’s construction sector generated 600 million tons of

construction and demolition waste – more than double the

amount generated from municipal solid waste. This is not only

a signifi cant loss of resources, but also increases the total

environmental impact of the sector.

EROAD’s construction solutions help reduce construction

and industrial wastage. Through a connected network of

wireless sensors, compact hub, driver tablet and business

dashboards, EROAD has engineered the complete solution

for construction projects both on and off the site. Capturing

rich data throughout every step of the workfl ow ensuring

customers, drivers, dispatch and management remain

informed, and make decisions that reduce waste, increase

safety, and maximise productivity.

Concrete Assurance

Our customers can count every rotation, measure every drop

of water, and maintain accurate digital records showing they

delivered to their customer's requirements. Smart drum

sensors provide customised alerts at start, stop, fast mix,

regular, and pour. Accurate geo-fencing also allows customers

to quickly and easily locate truck-in-front to reduce wait times

on site. It's the concrete assurance every project needs, helping

to reduce wastage and improve effi ciency.

Reduce on-site wait times

Precision pouring

REDUCING CONTAMINATION

WITH OUR WASTE &

RECYCLING SOLUTIONS

EROAD’s waste and recycling solutions help reduce

contamination. EROAD’s Smart Waste solution off ers

sophisticated proof of service functions along with a suite

of in-cab applications and the eRoute Management toolkit.

The benefi ts include more effi cient routing, fewer driver

distractions, better customer service, fewer missed stops

and costly call backs. Plus, EROAD’s modular off ering lets

customers scale the solution into the future.

Missed stop identifi cation

Exception recording

Commercial and Residential Waste App

Radio-frequency identifi cation technology systems

Multiple real-time remote service verifi cation methods

including route coverage, service (lift arm) events, RFID and

manual (driver) statusing. In recycling, if there are signs of

contamination then the reporting data can be provided to

cities to communicate with people that are not meeting

standards. This can help reduce contamination by educating

people on what can and can’t be recycled.

Smart Routes

Smart Routes allows drivers to run the optimal route, leading

to fewer runs and more effi cient fuel usage. It also provides

a paperless solution for route sheets and turn-by-turn

navigation, reducing paper and boosting effi ciency.

Missed stop identifi cation

Missing a stop can be costly for haulers, it also creates more

emissions to complete the same number of pick ups. With

our waste solution, customers can easily identify missed

stops before the end of a route and help drivers to complete

routes effi ciently and on time.

Exception recording

On the spot driver recording of blocked or contaminated

carts and other service anomalies helps further reduce the

risk of contamination.

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20223839
WELL MAINTAINED

VEHICLES ARE

EFFICIENT VEHICLES

Vehicles that are well maintained are not only safer, they can

also be more effi cient. Things like tyre wear and pressure can

impact the fuel usage of vehicles.

Inspect

EROAD Inspect provides a standardised method for drivers

to carry out pre- and post-trip inspections and alert fl eet

managers of any wear and tear or defects occurring.

MyEROAD Fleet Maintenance

Through MyEROAD Fleet Maintenance, the fl eet manager can

ensure all vehicles have regular servicing and maintenance

scheduled in advance to keep them roadworthy and in top

working condition, further helping with effi ciency.

“Going paperless has been a big focus for

Refrigafreighters. With tools like EROAD Inspect, we can

carry out inspections quickly and easily, and it’s digital

and fully automated. That’s a huge benefi t in itself."

Paul Farnan, Operations Manager, Refrigafreighters

13,309

Inspect subscriptions as at 31 March 2022

“The Service module has allowed me to build cases for

replacement because it’s all there at the touch of a button.

Every invoice is stored in there, so I know exactly what

we’re spending on each vehicle, and what we shouldn’t be

spending on each vehicle as they get older.”

Foodstuff s

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224041
SUPPORTING

NEW ZEALAND’S

TRANSPORT SECTOR

TO DECARBONISE

The Transport sector accounts for 21% of New Zealand’s

greenhouse gas emissions. Zero emission vehicles are still

in development. Without data, operators are unable to fully

understand the operational and cost implications on their

business by switching to zero emissions vehicles. To support

New Zealand’s decarbonisation efforts, EROAD is involved in a

number of key projects.

NEW ZEALAND’S FIRST-OF-ITS KIND

ZERO EMISSIONS TRUCK TRIAL

In November 2021, EROAD supported Fuso New Zealand

and Auckland Transport in the country’s first-of-its kind zero

emissions truck trial. Over 12 months, EROAD will collect data

from the five 100% electric FUSO eCanter trucks being trialled

by Mainfreight, Bidfood NZ, Toll Group, Owens Transport and

OnGas to provide insights on truck usage, EV data and driver

behaviour. Fleet managers and businesses want to know what

it really takes to run electric trucks as part of a commercial

fleet, and the trial will help them do this.

EROAD’S HEAVY VEHICLE

DECARBONISATION TOOL COMING SOON

EROAD has been awarded partial funding from the Energy

Efficiency & Conservation Authority (EECA) Low Emission

Transport Fund to develop a Heavy Vehicle Decarbonisation

and Recommendation tool.

While the electrification of New Zealand’s vehicle fleet is

increasing rapidly, low or zero emission vehicle options are still

limited for heavy fleets. The tool we’re creating will support

transport operators to assess all viable options for reducing

their heavy vehicle emissions.

EROAD has an extensive real-world telematics and driving

behaviour dataset that covers over 50% of the diesel vehicles

on NZ roads, 36,000+ heavy vehicles traveling 44 million

km per week. The Heavy Vehicle Decarbonisation and

Recommendation tool will leverage this reliable and effective

dataset to generate actionable insights.

SUPPORTING THE NZ GOVERNMENT’S

CARBON NEUTRAL PROGRAMME

In 2020 the New Zealand Government established the Carbon

Neutral Government Programme, a long-term programme that

aims to make a number of government organisations carbon

neutral from 2025. To advise government agencies through the

transition to carbon neutrality, EROAD has joined the Ministry

of Business, Innovation & Employment’s Fleet Audit Panel

alongside other fleet optimisation experts.

To meet the target from 2025, initial fleet audits need to be

carried out by 2023, allowing time to put fleet optimisation

plans into action. One council that has used EROAD’s data for

its fleet audit, and subsequent optimisation plan is Hutt City

Council in Wellington. When it hired consultants to perform

a fleet utilisation analysis in 2018, EROAD’s data really came

into its own, providing the council with information such as

how far each vehicle travelled and how much time they were

parked up. In 3 years, as well as reducing its overall fleet size,

the council has electrified 25% of its fleet - and that number

continues to rise.

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224243
INTERNATIONAL ROAD FEDERATION

(IRF) TASKFORCE: ITS FOR CLIMATE

IMPACT MITIGATION

In November 2020, the International Road Federation

established an Intelligent Transport Systems and Services (ITS)

for Climate Impact Mitigation Taskforce with the aim to build

knowledge among road transport stakeholders from public

and private sectors and to identify appropriate, feasible and

effective decarbonisation measures. The Taskforce’s work

includes a comprehensive review of existing ITS solutions

and their impact, and their potential contribution to reduce

substantially the carbon emissions due to road transport. Nina

Elter, EROAD’ s SVP Global Market Development is part of

the Taskforce.

In November 2021, the initial report ‘ITS for Climate Impact

Mitigation’ was released. The report included a comprehensive

review of existing ITS solutions, their impact and potential

contribution to reduce substantially the carbon emission due

to road transport. The ITS industry, in close cooperation with

transport authorities and road operators, has been developing

knowledge from operational case studies in different regions

of the world that give concrete evidence on the potential of

ITS in contributing to emission reduction and therefore in

helping the road transport community in meeting climate

impact mitigation targets.

According to the report, road transport stakeholders from

public and private sectors have a major role to play in

transforming road infrastructure towards drastic emission

reduction by 2030. ITS and enabling Information and

Communication Technologies (ICT) has been very successful

in the last decades in delivering key solutions to improve road

safety and traffic efficiency. Transport infrastructure is essential

to sustainable development and to regional, national and

transnational cooperation and can improve a region's global

competitiveness.

However, the transport sector is also one of the largest

sources of greenhouse gas (GHG) emissions, largely driven

by the fact that fossil fuels remain the dominant source of

energy consumption in transport. The sector is responsible for

approximately 16% of global GHG emissions, making it the third-

largest contributor to GHG pollution after energy and buildings.

In addition, the ITF Transport Outlook 2021 predicts that global

transport activity is expected to more than double by 2050,

due to population growth and economic development and

traffic emissions are expected to rise by 16% compared to

2015 - even if existing commitments to decarbonise transport

are fully implemented. Any currently expected emissions

reductions will be more than offset by the increased demand

for transport, which would overshoot the levels needed to

reduce global warming by 1.5% by about 3 times.

This report highlights a suggested “top 10” of ITS tools for

decarbonising roads, transport and mobility.

Criteria for their selection include:

Top 10 Solutions

1. Smart road user charging and tolling

2. Access control

3. Collective mobility and MaaS

4. Parking guidance – reducing parking search and

traffic circulation

5. Congestion management and incident detection

6. Speed management

7. Trucks and logistics (highlighting telematics)

8. BEV charging facilities open standard for reservations

9. Environment optimised traffic management

10. Driver behaviour (eco-driving)

The work of the taskforce will continue in 2022 with the

ultimate goal of establishing an ITS for Climate Impact

Mitigation Alliance, a global knowledge base and collaboration

workspace where road transport stakeholders from the public

and private sector can share their commitment and unite their

efforts in the deployment of emission cutting ITS solutions to

achieve environmental sustainability for road transportation.

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224445
MEASURING AND

REPORTING ON OUR

COMPANY IMPACT

In FY22, EROAD joined the Toitu carbonreduce programme

and subsequently became certifi ed in May 2022 after

completing our base year emissions report. Undertaking this

process involved measuring and reporting on EROAD’s carbon

emissions and considering our company-wide reduction plan.

Our base year emissions report has provided us with the data

we need to understand our company emissions profi le. We

can assess this by emissions category and by area of operation

(New Zealand, Australia, and North America). EROAD’s total

company emissions (excluding Coretex entities) for FY22 were

17,766.18 TCO2e (tonnes of carbon dioxide equivalent).

Category 4 emissions are clearly our most signifi cant emissions

source and, although we were not required to report on these

as part of the Toitu carbonreduce programme, we considered

these emissions to be integral to our emissions profi le and so

sought to capture them in our reporting. Category 4 emissions

are indirect emissions from products and services used by

EROAD. We took a cash spend approach to determine our

Category 4 emissions for FY22 and this approach led to the

inclusion of manufacturing emissions from our hardware

2

Category 1 emissions are indirect emissions and removals such as transport fuels

including petrol and diesel.

3

Category 2 emissions are indirect emissions from imported energy such as

electricity use.

suppliers, emissions resulting from our data storage, and

emissions pertaining to other business activities such as legal

and fi nancial services.

The Toitu carbonreduce programme requires us to commit to

reducing our Category 1

2

and Category 2

3

emissions in FY23.

These relate to transport emissions, including petrol and diesel,

and emissions from imported energy (electricity use). EROAD

has recently acquired 14 new EVs and is investigating a change

to our vehicle procurement policy to give rated fuel effi ciency

and/or alternative low emissions fuel options. We are also

exploring the possibility of fi ltering vehicle recommendations

within Orbit Travel (EROAD’s travel provider) so that the

lowest emission options are displayed fi rst. Another way in

which we are reducing our emissions is by greater use of

virtual customer meetings and by continuing our company

culture of promoting virtual meetings where practicable.

In FY23 we will be running an internal “Switch it Off ” campaign

within the company offi ces and EROADer home offi ces. This

campaign is intended to raise awareness and promote a

reduction in our Category 2 emissions.

Company emissions across all our areas of operation were

captured in our base year report, however emissions relating

to the Coretex entities were excluded from the FY22 Report.

EROAD will look to capture carbon emissions from the entire

EROAD Group in FY23, following completion of the

integration process.

In FY23 we hope to engage and further collaborate with our

suppliers on sustainability matters. This engagement should

have a positive eff ect on our data quality objectives which will

in turn support our reduction plan.

TCFD

The new Financial Sector (Climate-related Disclosures

and other Matters) Amendment Act is now in force, with

mandatory reporting triggered in January 2023. The Act

aims to ensure that listed entities like EROAD are routinely

considering the eff ects of climate change. EROAD will be

required to prepare an annual climate statement from 2024.

EROAD is supportive of this legislation as a higher level of

understanding will naturally help us transition into being a

more sustainable company, feeding directly into our company

purpose. Our work with Toitu is an important fi rst step in

preparing for our disclosures under the new Act and we will

begin compliance in our FY23 sustainability report.

16,711

refurbished units in FY22

14,000

batteries were recycled in FY22

Coretex-branded

products are now

being recycled

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

Emissions (tCO2e) by category

130.5235.31

1620.46

15979.89

Category 1:

Direct

emissions

Category 2:

Indirect

emissions

from

imported

Category 3:

Indirect

emissions from

transportation

Category 4:

Indirect

emissions

from products

used by

organisation

Responsible material use is geared towards an improved

sustainability profi le associated with raw material use

throughout the product lifecycle; from product design

and manufacturing, packaging, product use, maintenance,

refurbishment, through to end-of-life treatment.

Firstly, the maintenance of existing and creation of new

product and service off erings through our SaaS platforms

and our mobile applications negates the need to produce

additional ‘tangible’ hardware, thereby vastly reducing the

potential environmental impact as we grow.

In instances where we are dependent on hardware, EROAD

strives to reduce material consumption by upstream suppliers.

EROAD’s supply chain varies depending on the product and

componentry; and is sourced locally and internationally.

Apart from short-term mitigation of global supply chain

challenges, EROAD manages inventory levels in accordance

with client-driven demands, reducing excessive stockpiling of

hardware as much as reasonably practicable.

Shipped products are accompanied by short form hard copy/

printed installation guide with the bulk of the supporting

information available online.

When EROAD’s products need to be repaired, exchanged,

retired or decommissioned, EROAD makes every eff ort to

collect the devices and reuse components (such as the printed

circuit board (PCB)) that are inherently valuable. Components,

casings, screens and peripherals that are no longer usable, or

are damaged through wear and tear or do not meet EROAD’s

product quality standards are sent for recycling.

In ANZ the swap out, collection and return of devices is chiefl y

done through EROAD’s installer network. Whereas in North

America, where self-installation predominates, the customer is

responsible for returning the devices to EROAD.

All our end-of-life units that we can’t refurbish are sent

through to Computer Recycling, who is New Zealand’s No.1

recycler for electronic devices. This includes the batteries. Of

our total number of units refurbished, 72% by value is reused

as components.

RESPONSIBLE USE

OF MATERIALS

EROAD Sustainability Report 2022 | OUR ENVIRONMENT OUR ENVIRONMENT | EROAD Sustainability Report 20224647
THE ROAD TO SUSTAINABILITY:

OUR INAUGURAL SUSTAINABILITY

SENTIMENT SURVEY

Across Australia and New Zealand, mandated regulations

around sustainability reporting differ for businesses by

country. As each Government sets its own Net Zero Emissions

timeframes, it is likely regulatory and reporting requirements

on sustainability efforts will increase in the near term.

At EROAD, our customer base includes industries which

are typically high GHG emitters. We’re uniquely placed to

understand how ready these businesses are to respond to

any shift in sustainability reporting and regulation, and the

challenges they’re facing.

In mid-2021, we surveyed 1,134 business decision makers across

Australia and New Zealand in our first ever sustainability

sentiment survey. We intend to use this report as a launchpad

to bring sustainability to the forefront of the conversation

when discussing transport carbon footprint emissions. This

will help us further our sustainability efforts within the

transport industry.

42%

of businesses don’t currently report on

sustainability goals

42%

of businesses are challenged by the

associated costs, lack of tangible value

and prioritisation

37%

of all light fleets are expected to be fully

electric or alternatively powered by 2025

21%

of all heavy fleets are expected to be fully

electric, hydrogen or alternatively powered

by 2025

FLEETS WILL BE GREENER BY 2025

In Australia, transport accounts for 17% of GHG

emissions, and in New Zealand, GHG emissions from road

transport represent 21% of total emissions. In our survey,

37% of all light fleets and 21% of all heavy fleets expect to be

fully electric or alternatively powered by 2025. To support

customers on their sustainability journey, we’ve worked with

industry experts to put together helpful resources as they

consider the options available, such as:

“Hydrogen is the equivalent to the horsepower of a

bigger vehicle. It's a real alternative for people to consider

for long haul. That's where it separates itself from the

battery electric. These types of vehicles can travel

between regions, they can go where electric vehicles

can't, they really open the door for long haul freight.”

Hamish Quinn, TR Group


Greening your fleet: undertaking the journey to EVs

From cost metrics to onboarding, we provide what fleet

managers need to get started.

What’s the alternative: a guide to reducing emissions for

heavy and mixed fleets

Whether it’s vehicle replacement, fleet optimisation or

improving efficiency, we lay out the alternatives for fleet

managers to reduce emissions today.

EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20224849
OUR

PEOPLE

Our goals and aspirations

An inclusive, collaborative

engaged culture aligned to

our values and vision

Remuneration and

benefi ts that recognise

performance and support

attraction and retention

Good talent pipelines

and career progression

opportunities for current

and potential EROADers

Leaders with the

capability, tools and

empowerment to lead

OUR PEOPLE | EROAD Sustainability Report 202251
OUR PEOPLE

At EROAD our people are our top priority. The health and

wellbeing of our team is crucial - so is how staff feel about

their place in the organisation and the value they bring. It’s all

about people - not simply because their success is paramount

to our business success, but because at EROAD we do what’s

right and focus on the safety and wellbeing of our people.

FY22 and COVID-19 has brought with it a number of new

challenges as our team dealt with significant uncertainty

and change through having to operate under lockdown, a

major merger with Coretex and leadership change. On top

of this we are operating in an incredibly tight labour market

so EROAD’s employer brand is more important than ever as

we look to retain and attract new talent to drive our growth

strategy forward. We believe our strong culture and focus on

people helped navigate us through these issues well; but, as

we head into FY23, there will be continued focus on change

management as we merge the EROAD and Coretex cultures

together to create an engaged and aligned EROAD 2.0. For

FY23 our key focus areas will be positioning EROAD as an

employee of choice and continuing to improve the capability

of our leaders.

OUR VALUES

We do what’s right

We put customers at the heart of what we do.

We look after our people and put their safety & wellbeing first.

We focus on delivering quality outcomes.

We play as a team

We all play for the same team and that includes our customers and partners.

We value & respect diverse opinions and we work together to overcome challenges.

We embrace our differences and celebrate what makes us unique.

We learn & grow

We listen to learn.

We own & learn from mistakes, choosing to hold a growth mindset.

We believe that curiosity fuels successful innovation.

We get it done

We do what we say we will.

We prioritise to deliver the most important outcomes.

We take ownership and work together to get to a solution.

76%

EROADer’s recommend EROAD as

a great place for work (FY21: 83%)

83%

EROADer’s feel that EROAD is an inclusive

workplace where they can be themselves

(FY21: 83%)

EROAD Sustainability Report 2022 | OUR PEOPLE 50

EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20225253
REWARD AND RECOGNITION

Reward and recognition goes further than an employee’s base

salary and short and long term incentives (which you can

read about on pages 116-137 of your FY22 Annual Report). At

EROAD we enrich our company culture and improve employee

engagement through peer to peer initiatives such as an online

reward platform, Bonusly, and through the quarterly EROAD

Awards programme.

• 232 nominations for EROAD Awards

• 17,097 Bonusly recognition messages

• $3,865.20 donations to charities through Bonusly rewards

Thirty seven staff were recognised for their contribution to

EROAD throughout the financial year with a one-off award

of EROAD shares. These recipients were nominated by the

executive team for their exceptional contribution to EROAD

during FY22.

TRAINING AND DEVELOPMENT

EROAD is committed to working with, and retaining, talented

and capable people. We invest in the training, development,

and wellbeing of our teams across the globe.

Leadership development

• With more than 100 managers across the business,

EROAD is committed to ongoing capability building and

development of emerging leaders, through an intensive

six-month experiential programme.

• In FY22 and 23 three cohorts will have completed EROAD’s

Leadership Programme (ELP), seeing 75% of EROAD people

leaders become graduates.

Training and education

In FY22, we:

• Supported our product engineering and development team

with a review of our agile work approach and the recruitment

of a permanent agile coach.

• Engaged specialist external course providers to upskill and

support teams including specific training in Customer Service

and Sales Training, Lean Six Sigma, and Business Intelligence.

• Launched a new refreshed mandatory course “Privacy at

EROAD” which sits alongside other mandatory courses: health

and safety, data security, and onboarding.

• Launched new eLearning module ‘How to write a Development

Plan at EROAD.’

• Started development on a new e-learning platform Workday

which aunched in FY23 and has been incorporated into a new

human resources information system.

Career development

• Work continued to increase career pathway opportunities

within the engineering team.

• EROAD’s managers continued to conduct regular

developmental one-to-ones with team members,

ensuring everyone has the opportunity to develop their

careers at EROAD.

• EROAD invested in leading human resources software

in 2022, enabling a greater quality of developmental

conversation to take place across the business.

ATTRACTING NEW TALENT

It is always a top priority to attract and welcome new talent to

the EROAD team. FY22 saw us build on new initiatives from

previous years.

Intern Programme

• EROAD attracted more than 200 high calibre applicants

in FY22. The 10 successful interns enjoyed an immersive

experience within EROAD’s product development and

engineering team gaining vital hands-on experience. Six of

these interns will join EROAD as new graduates.

Targeting future graduates

• In July EROAD attended a careers expo at the University

of Auckland to promote tech industry opportunities within

New Zealand.

Scholarship

• Launched in 2015, EROAD awards an annual scholarship of

$5,000 to Māori and Pacific students studying computer

science, data science, information systems or software

engineering. This year’s scholarship recipient went to

University of Auckland student Moemaitawhiti Moore who

is studying for a Bachelor of Commerce and is passionate

about engineering and marketing.

Immigration status

• EROAD retains Immigration NZ employer status.

EROAD’s people are the heart of the business, and we are

committed to providing a diverse and inclusive workplace.

EROAD celebrates diversity and promotes an inclusive culture.

It is our diversity – our people represent 29 countries – that

makes EROAD what it is today. EROAD compares favourably

to both the transport and technology sectors for female

representation at both non-manager and manager levels.

EROAD is committed to encouraging and supporting female

leaders. Flexible work arrangements, parental leave and

leadership development opportunities are just some of the

ways that EROAD supports its female employees.

CREATING A SENSE OF BELONGING

THROUGH OUR WISH COMMITTEE

The WISH (Wellbeing, Inclusion, Social & Health & Safety)

committee is a team of enthusiastic volunteers from across

EROAD. With a drive to bring everyone together as one team,

no matter their geographic location, the WISH committee

organises events, activities and celebrations throughout the

year, so the team can connect, celebrate, meet new staff

members, and have fun.

EROAD is a diverse team and the WISH committee’s activities

helps create a sense of inclusion and belonging as well as

celebrating our diversity. Boxing fitness classes, a global

walking competition, culture day, international women’s day,

pink shirt day, and opportunities to volunteer in the community

are just some of the events organised by the committee and

showcase the range of passions and backgrounds at EROAD.

The committee works hard to connect all teams around the

globe. With the Covid pandemic dominating again this year,

there were times when the majority of the EROAD team across

the globe was working remotely, so many events and activities

were done virtually like the weekly pop quiz and the end of

year global celebration.

DIVERSITY

AND EQUALITY

PEOPLE LEADERS DIVERSITY

EROADERS COME FROM OVER

FEMALE % OF OUR TEAM

EROAD

30%

IT

SECTOR

24%

29

DIFFERENT

COUNTRIES

AGE SPLIT CHART

49%

30 - 50

19%

over 50%

17%

under 30

15%

not disclosed

49%

19%

17%15%

30.4%

ERAOD

EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20225455
MODERN SLAVERY STATEMENT

EROAD’s purpose and company values encompass a

commitment to social responsibility. Accordingly, EROAD

is committed to upholding human rights practices in all our

business-related activity. EROAD’s commitment to human

rights involves ensuring that slavery and human trafficking are

not taking place in any part of our business operations.

We expect all of EROAD, organisations in our supply chain, as

well as our contractors and third parties to comply with this

commitment. Our Code of Ethics, Code of Conduct and Risk

Management Policy all reinforce our value of doing what’s

right by committing to acting ethically and with integrity in all

our business relationships to address modern slavery risks. We

have a multidisciplinary team, with representation from Global

Operations, Supply Chain, Product and Legal, overseeing the

application and assurance of these requirements.

The EROAD Sustainable Supplier Questionnaire is sent out

to all key suppliers we work with. The section on social

responsibility requires suppliers to disclose whether they

have any human rights and/or labour policies in place, and

to provide these where applicable. Likewise with any safety

and wellbeing policies. To date, EROAD has not identified or

become aware of any instances of human trafficking or slavery

within our operations or supply chain.

EROAD has published a statement in accordance with our

obligations as a listed entity on both the NZX and ASX and

under the Australian Modern Slavery Act 2018. You can view the

statement here. https://www.eroadglobal.com/global/investors/

MENTAL HEALTH

EROAD continues to support mental health app Groov,

formerly Mentemia, which provides information, activities and

videos about mental and emotional wellbeing. Employees also

have 24/7 access to an Employee Assistance Programme.

HEALTH, SAFETY AND

WELLBEING OF OUR PEOPLE

SUPPORTING PEOPLE THROUGH A

GLOBAL PANDEMIC

In another year dominated by COVID-19 disruptions and

restrictions, EROAD’s priority remained on keeping staff and

their families safe.

When the Delta strain struck New Zealand in August 2021, it

meant a lengthy lockdown period, particularly in Auckland,

and we returned to a predominantly work from home situation.

This continued throughout the Omicron variant outbreak

although we were able to allow an increase in usage of the

sites due to the country’s change to the traffic light framework

system. We were also able to provide NZ staff with free rapid

antigen tests so they could monitor the health of themselves

and their whānau.

In North America and Australia, COVID restrictions and

lockdowns were prevalent also forcing most employees to

work from home. With EROAD’s flexible working policy, most

employees were used to a hybrid environment and adjusted

quickly post-lockdown. EROAD provided office equipment

options for employees working from home so that our people

were working safely from home.

Our global team is now well versed in working remotely.

In fact, working from home is likely to remain a common

option for our teams offering greater lifestyle flexibility and

work-life balance.

EROAD worked hard to look after the team throughout

another challenging year, with resilience development

webinars, virtual quizes and social events, a Christmas hamper

delivered to their homes, and an additional three days of paid

leave over the end of year break so everyone could take some

well-deserved time off.

COVID-19 GLOBAL RESPONSE FUND

Over the last 2 years, many of our team members have lost

loved ones as the pandemic escalated. People from across the

EROAD community reached out to ask if we could do something

to show our support. In May 2021, we launched a fundraiser on

Givealittle, through which EROAD employees donated $5,000

NZD, and EROAD provided double-matching on all donations.

A total of $15,000 NZD was donated to the World Health

Organisation COVID-19 Solidarity Response Fund.

RED CROSS UKRAINE APPEAL

In March 2022, when the war broke out in Ukraine, our team

members once again got behind our Red Cross Ukraine

fundraiser. With EROAD double-matching all donations again,

we raised a total of $32,000 NZD.

EROADERS CLEAN UP KAI IWI LAKES

In 2021, some EROADers combined their volunteer day with

their diving experience to clean up and remove rubbish

from Kai Iwi Lakes in the far north of New Zealand. The

team wanted to do something good for the community,

and collected over 8kg of rubbish that included socks, hats,

sunglasses and an iPhone 12.

PLANTING DAY IN AUCKLAND

The Whau River Trust works to restore and protect the

biodiversity of the Whau River area in Auckland, and our team

of volunteers jumped in, rolled up their sleeves and made a

real difference for our community and environment by clearing

the river bank and planting native trees.

EROAD LEANT ITS SUPPORT TO

GLOBAL CAUSES WITH LOCAL

CONNECTIONS

EROAD Sustainability Report 2022 | OUR PEOPLE OUR PEOPLE | EROAD Sustainability Report 20225657
Bringing two teams together is challenging. Not only did

staff numbers increase, but our offi ce locations increased

with Coretex sites in Newmarket (NZ), Sydney (AU), New

Jersey, and San Diego (US). When EROAD and Coretex

merged on 1 December 2021, that wasn’t the start of the

integration work but was the result of months of planning,

preparation and collaboration. The intention to merge into

what is aff ectionately dubbed EROAD 2.0, was announced in

July 2021 kick starting a major project to make the transition

as smooth as possible for the 600+ Coretex and EROAD staff

across New Zealand, Australia and North America. Dedicated

people, change and communications workstreams worked

alongside technical, logistics and operational workstreams,

to the extent possible, as part of a major integration working

group designed to successfully bring together the people,

culture, technology, product and intellectual property of the

two businesses.

To prepare staff , and keep them informed, after the

merger there were a range of change management and

communication activities to bring both Coretex and EROAD

staff on the journey including fi ve employee experience

workshops with 299 staff to share views and stories on the

new EROAD culture and how we work together.

In bringing the teams together, the focus was on merging the

positive aspects from both organisations where people and

their career opportunities were prioritised. When creating

EROAD 2.0, the focus was neither EROAD nor Coretex but on a

newer and more improved EROAD.

As part of merging the culture and structure of Coretex and

EROAD, EROAD has adopted Coretex’s vertical structure,

which focuses on industry-specifi c customers, which is being

rolled out across the North American business.

From a cultural perspective, surveys continue to monitor

employee net promoter scores and overall satisfaction,

and work continues on developing a new employee value

proposition to make EROAD a top employer of choice.

Since the merger of Coretex and EROAD, it’s great to see staff

moving within the organisation.

Akinyemi Koyi (AK) Koyi spent more

than eight years with Coretex and

joined EROAD during the merger as

Chief Innovation Offi cer. AK started

his career in a software and hardware

engineering background before

moving into leadership roles. He

moved to the US with Coretex and

was responsible for the company’s

North America operations which

further developed his in-market

commercial skills in this important

growth market. As part of the new

EROAD, AK was recently appointed

President North America alongside

his innovation role.

Tracey joined EROAD during the

merger following a 13-year career

with Coretex in fi nance roles (CFO

and Group Finance Manager) as well

as taking responsibility for other

functions including legal, and HR

within the Coretex Group. She was

recently appointed as EVP Finance in

EROAD’s North American team and

will relocate to San Diego to take up

the role.

BRINGING 2 TEAMS

TOGETHER FOR A BIGGER

BRIGHTER FUTURE

EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20225859
OUR COMMERCIAL

APPROACH

Our goals and aspirations

Continue to fi nd innovative

solutions to solve our

customers' problems

Continue to deliver

sustainable and growing

fi nancial returns for

our shareholders

Maintain resilient and

robust platforms

Protect our customers

against breach of

confi dentiality, loss of data

or technology disruption

EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20226061
RELIABLE AND

SECURE DATA

It is fundamental to EROAD’s success to maintain resilient

and robust platforms and continually invest in privacy and

security. A breach of confidentiality, loss of data or technology

disruption can lead to significant financial loss and/or

reputational damage for our customers.

EROAD has built a modern, cloud native information

technology platform to support customers, operations and

the sales team. In FY22, EROAD’s proprietary platform had an

industry leading uptime of over 99.96% for New Zealand and

Australia and 100% for North America, ensuring delivery of

a reliable and consistent service to our customers. Since the

acquisition of Coretex, focus has been on putting processes in

place for a consistent combined view of uptime across both

our platforms. This will also include a customer-facing view

of the current uptime status of all our systems in order to

improve transparency with customers.

We continue to partner with global leading and resilient

technology partners, such as AWS, Microsoft Azure, HERE

and Vodafone. All connectivity in or out of the environment is

secured and controlled, and penetration testing is performed

annually by our third-party security partner. We have several

other tiers of protection for data, identities, and devices. As

part of our design methodology we now include privacy as an

essential priority of any product, service, system or process. To

achieve this, in FY22 we officially launched a privacy impact

assessment tool.

Work continues to simplify and strengthen policies for IT

and cybersecurity to help clarify and reinforce the standards

expected to ensure robust security practices. We train our

full- and part-time employee workforce in data security, how

to recognize and understand privacy-related risks, and ways to

mitigate data and privacy issues.

In FY22 we invested in the creation of a dedicated cyber-

security team working directly with all of EROAD’s software

engineering teams, which has resulted in implementation of

numerous security programmes and measures.

During FY22, significant inroads were made towards

implementing the leading global framework for cybersecurity

and privacy, National Institute of Science & Technology

(NIST) Cyber-Security Framework, in addition to rolling out

an OWASP SAMM roadmap, which provides an even more

thorough view on cybersecurity practices specifically across

software engineering environments.

In FY23, EROAD will be further raising the commitment to

data governance, specifically focusing on quality, security

and privacy. While this area has always been taken seriously,

we are looking to raise the bar once more and are increasing

the investment this year, including to the people resources

dedicated to the data governance function.

99.9%

uptime EROAD stand alone

EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20226263
WORKING IN PARTNERSHIP

WITH OUR CUSTOMERS

At EROAD, we strive to build relationships and partnerships

with our customers, small and large. Because of this, we

invest heavily into our post-sale customer service resourcing –

something that has set EROAD apart in the telematics industry.

Today, EROAD has over 70 staff globally dedicated to the

success of its customers’ EROAD experience. Each enterprise

account has both a Technical Account Manager and a Customer

Success Manager that work closely together to ensure that

customers are taken care of from the support, product and

engineering side of the business, as well as deriving maximum

value from EROAD products, solutions and services.

EROAD’s service model means customers are proactively

supported to achieve the key outcomes they wanted from the

technology when they signed with us. Part of EROAD’s success

methodology is to partner with the customer and identify these

specifi c Goals and Desired Outcomes - we defi ne a customer’s

success based on the metrics and success criteria that we've

identifi ed and agreed on together. For larger/enterprise sized

accounts, this is facilitated by a dedicated Customer Success

Manager (CSM) or Key Account Manager (KAM) who tracks the

customer’s goals and provides visibility on progress. During

reviews of the customer’s business, the CSM/KAM will do a

deep dive and thorough review of all in-progress goals, as

well as celebrate and document completed goals and realised

outcomes. By providing 100% transparency and updating

progress in real-time, there are no surprises, and each partner

holds the other accountable for working together toward goal

completion. As the partnership grows over time, the expectation

is that new goals are identifi ed and new success criteria applied.

An important point of diff erence for enterprise accounts in

North America is how EROAD’s Customer Success Managers

work closely with an in-house Technical Account Manager – a

technical advocate for the customer that drives results from

products and issues raised. Together, they ensure the customers

are being taken care of from the support, product and

engineering side of the business, as well as deriving value from

EROAD products, solutions and services. Over the last 12 months

in ANZ, EROAD’s support teams have adapted the customer

service model off ered so we can better respond to the size and

complexity of each customer for best results. This allows EROAD

to provide appropriate customer service, at scale, as EROAD

grows. Part of this change included the launch of EROAD’s

Enterprise Support Team – 10 staff that project manage

the rollouts of EROAD’s enterprise customers for seamless

integration of EROAD’s technology into their businesses.

The Enterprise Support Team provides market leading, gold

standard service and operational support, working well within

Enterprise SLAs and supporting the Key Account Manager

closely to create a true EROAD/Customer partnership. This is

a new, premium service off ered to our Enterprise customers in

ANZ – a refl ection of our commitment to customers

going forward.

Moving into FY23, EROAD will continue to focus on the

integration of the Coretex business into EROAD’s product

off ering and operations. Customer Operations teams have been

and continue to focus on upskilling themselves in the Coretex-

branded product suite. It is EROAD’s intention to ensure the

gold standard EROAD customer service is rolled out across

Coretex’s customer base so that it can build trust with and retain

these customers within the business.

4

February 2022 - April 2022

5

February 2022 - April 2022

6

February 2022 - April 2022

7

Defi ned as a customer who re-signed a new contract, contracted unit numbers as at end of old contract

8

Upgraded their hardware, or upgraded type of plan (connected, advance, safedriver, starter and premium)

9

Existing EROAD customers that added a dashcam, Logbook, Inspect, EROAD Analyst, Geofence Triggered Alerts and Pre-Trip Comms or BookIt to their plan

93.4%

EROAD STAND ALONE ASSET

RETENTION RATE

Coretex’s 4 month Asset Retention Rate

was 98.4%

1,131

CUSTOMERS RENEWED THEIR PLAN

(31,597 contracted units)

7

refl ecting high renewals from

New Zealand Enterprise customers and North

America 3G upgrade programme

$190.2m

FUTURE CONTRACTED INCOME

up from $149.1m at H1 FY22 refl ecting high

level of renewals and a proportion of Coretex’s

customers who have purchased hardware upfront

979

CUSTOMERS UPGRADED THEIR PLAN

(9,720 contracted units)

8

961

CUSTOMERS ADDED ADDITIONAL

PRODUCTS AND SERVICES TO

THEIR PLAN

(39,649 contracted units)

9

39

NORTH AMERICAN NPS SCORE

4

26

NEW ZEALAND NPS SCORE

5

26

AUSTRALIAN NPS SCORE

6

EROAD Sustainability Report 2022 | OUR COMMERCIAL APPROACH OUR COMMERCIAL APPROACH | EROAD Sustainability Report 20226465
EROAD’S RESPONSE TO

GLOBAL SUPPLY CHAIN

PRESSURES

Like all organisations, following COVID-19 EROAD is having to

deal with significant global supply chain pressures. Supply chain

management has been a strength and area of focus of EROAD

historically, however given the extent of the pressures globally it

was necessary to take a number of steps to ensure these issues

didn’t impact the growth ambitions of the company. During

FY22 we have built up the capacity and capability of this team,

and this will continue into FY23 as we don’t see global supply

chain issues being a short-term problem.

As a stocking strategy, critical components are being purchased

up to 12 months in advance to minimise (more expensive) spot

market buying. The global semiconductor industry remains

under pressure. To combat this, we are having to buy many

components on the spot market at increased cost. We expect

this to continue for at least the next 24 months.

While investment in our supply chain management team and

our stocking strategy do have an impact on EROAD’s operating

expenditure and cash flow, we consider this investment is

essential to ensure robust risk management and continued

growth of the company.

We are in the process of developing an alternative supply source

for some of our hardware. This will ensure redundancy (BCP),

and increased capacity. We are also working on reducing our

reliance on certain components and therefore reducing supply

chain pressures.

FY22 has also been focused on integrating Coretex and EROAD

supply chains. In FY23 the supply chain will be focused on

increasing distribution capability, setting up supply chains and

distribution for new products, scaling for 2G/3G shutdown

requirements and business growth.

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102 GENERAL DISCLOSURES

Reporting

Standard

DescriptionReport

Section

FY22

102-1Name of

organization

Cover/Annual

Report

EROAD Limited

102-2 Activities, brands,

products

Introduction/

Annual Report

EROAD's purpose is safer and more sustainable roads. EROAD develops

and markets technology solutions to manage vehicle fleets, support

regulatory compliance, improve driver safety and reduce the costs

associated with operating a fleet of vehicles and inventory of assets.

EROAD has a proven SaaS business model and is experiencing continuing

growth in installed units and revenue. EROAD has operations in New

Zealand, North America and Australia with customer ranging in size from

small fleets through to large enterprise customers.

102-3Location of

Headquarters

Annual Report

Directory

Albany, Auckland, New Zealand. Disclosed in ‘Directory’ Section.

102-4Location of

operations

Annual Report

Directory

New Zealand, Australia, North America.

102-5Ownership and legal

form

Annual Report:

Corporate

Governance

Report

Limited company incorporated under the NZ Companies Act.

Owned by shareholders trading on the NZX and the ASX.

102-6Markets servedAnnual Report:

About EROAD

New Zealand, Australia, North America.

Sectors are construction and civils, waste and recycling, food safety,

general transportation, public transport, infrastructure and local/central

government.

102-7Scale of the

organization

-i. 544 permanent employees only, refer to 102-8 for split of permanent

employees by region.

ii. & iii. Total operations split by reportable segments as identified in the

annual financial statements:

Corporate &

DevelopmentNANZAU

Eliminate

inter-

segment Total

Total assets$256.9m$80.8m$64.8m$13.3m($48.7m)$367.1m

Total revenue$32.4m$40.3m$69.8m$3.9m($31.5m)$114.9m

Total costs

(excluding

interest, taxation,

depreciation and

amortisation)

$66.3m$30.9m$24.6m$3.8m($31.7m)$93.9m

Earnings before

interest, taxation,

depreciation, and

amortisation

($33.9m)$9.4m$45.2m$0.1m$0.2m$21.0m

iv. Total capitalization: Market capitalisation on 31 March 2022 was $483.3m

(based on 110,338,787 shares on issue with a price of $4.38 per the NZX on

that date). On 31 March 2022 there was $32.7m of drawn debt outstanding

with the bank.

v. Quantity of products/services provided: On 31 March 2022 contracted

units were 208,697, excluding the acquisition of 66,157 Coretex contracted

units this is an increase of 16,337 contracted units on prior year.

102-8Information on

employees and other

workers

102-8 (a) 102-8 (c)

10

Reduced

inequalities

Our Peoplea.

FemaleMaleNot disclosed

Temporary192474

Permanent1813565

b.

AUSBrazilFijiGermanyNZUS

Temporary17190819

Permanent171423101

c.

Full TimePart Time

Female1928

Male3773

Not disclosed79

d. n/a

e. n/a

f. Above data has been compiled from our HR system (BambooHR) data.

Gender is an optional field that can be disclosed by the employees

themselves and so the data is incomplete especially for temporary staff.

102-9Supply chainOur EnvironmentRefurbished 16,700 units

102-10Significant changes

to the organization's

supply chain

Our EnvironmentEROAD's historical supply chain remains the same. The new EROAD

supply chain that came with Coretex acquisition has changed. The

primary supplier GPC has shifted our production from NZ to Australia as

their facility there is bigger and has capacity to produce more units for

future expansion.

102-11Precautionary

principle or

approach

Annual Report:

Corporate

Governance

Report

The level of risk EROAD is willing to take on is captured in its Risk Appetite

Statements (RAS). Key business risks, and associated

limits (included in the RAS) are identified, reviewed and agreed by the

Executive and the Board on an annual basis. Performance

against these risk limits is monitored continuously and reported to the

Executive and Board on a monthly basis.

EROAD adapts its risk universe to factor in emerging risks such climate

change, geo-politics, etc.

102-12External Initiatives -Environment

EROAD’s commitment to the environment spans climate change, use of

natural resources, pollution and waste. We follow the globally accepted

recommendations of the Task Force for Climate-related Financial Disclosures

(“TCFD”), as it is a significant step towards supporting the transition to a low-

carbon economy and developing resilience against climate events. EROAD

is committed to supporting the New Zealand, Australian and United States

governments in our efforts to become net zero.

Climate-related legislation

EROAD supports and follows the Financial Sector (Climate-related Disclosures

and Other Matters) Amendment Act and EROAD will issue future reports

under the climate related disclosures framework.

General business practices

EROAD is likewise committed to ensuring transparency around our business

practices. In FY21 we began reporting against the Global Reporting Initiative

Standards (“GRI”) and in FY22 we began reporting against the United Nations

Sustainable Development Goals (“UNSDG”). We are aiming to improve

our disclosures each reporting year as we progress our own sustainability

initiatives. EROAD maintains an internal disclosure register so we can track our

progress in this area.

General

EROAD is always looking at ways to connect and collaborate with likeminded

individuals, businesses, agencies, regulatory bodies, and government

departments on sustainability issues. EROAD is involved in working groups,

thought leadership and pilot initiatives, and we welcome any opportunity to

both share our expertise and learn from others in this space.

GRI STANDARDS INVENTORY

- WHAT HAS EROAD REPORTED ON?

EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20226869
102-13Membership of

associations

GRI IndexNew Zealand

Bus and Coach Association

Civil Contractors New Zealand

Intelligent Transport Systems New Zealand

New Zealand Trucking Association

Road Transport Association

Road Transport Forum

WasterMINZ

Australia

Australian Furniture Removers Association

Australian Trucking Association

Civil Contractors Federation New South Wales

Civil Contractors Federation Queensland

Civil Contractors Federation Victoria

Queensland Trucking Association

Roads Australia

United States of America

American Trucking Association

Colorado Trucking Association

Commercial Vehicle Safety Association

Florida Trucking Association

Georgia Trucking Association

Indiana Motor Trucking Association

Louisiana Trucking Association

Mileage Based User Fee Alliance

National Private Truck Council

New York Trucking Association

North American Transportation Services Association

North Carolina Trucking Association

Oklahoma Trucking Association

Ohio Trucking Association

Oregon Trucking Association

Pennsylvania Trucking Association

South Carolina Trucking Association

Tennessee Trucking Association

Texas Trucking Association

Truckload Carriers Association

Transportation Research Board

Utah Trucking Association

Washington Trucking Association

Wisconsin Motor Carriers Association

Women in Trucking

Wyoming Trucking Association

Global

International Bridge Tunnel and Turnpike Association

International Road Federation (Global)

102-14Statement

from senior decision-

maker

Annual Report:

Letter from the

Chair and CEO

Sustainability is key to EROAD's success. As a purpose led organisation,

sustainability is at the forefront of our minds as we seek to create safer and

more sustainable roads.

EROAD has a new Sustainability Policy that sets out our company

approach. This is broken down under the headings "E", "S" and "G".

Our dedicated Net Zero Steering Group comprises of key personnel who

come together to discuss and progress our sustainability initiatives.

102-15Key impacts, risks

and opportunities

-Key risks:

Growth & strategy

Financial

Expectations

People

Regulatory & Governance.

EROAD remains committed to innovation and has a high-risk appetite

for this, alongside learning and knowledge, growth and partnerships, and

acquisitions.

102-16Values, principles,

standards and

norms of behaviour

16

Peace, justice

and strong

institutions

About EROAD/

Our People

Our values

Listening to the ideas and feedback of more than 90 EROADers from all

regions and teams, we have a new set of values for EROAD that speak to

the experience and aspirations of our whole team.

• We do what’s right

• We play as a team

• We learn & grow

• We get it done

Our values are written in easy to use, everyday language and they all start

with ‘we’ because it’s about how we work together.

102-17Mechanisms for

advice and concerns

about ethics

16

Peace, justice

and strong

institutions

Annual Report:

Corporate

Governance

Report

EROAD’s Code of Ethics sets our ethical expectations for ERAODers and

our suppliers. EROAD’s Whistleblowing Policy is available on our intranet

site for all employees to access. In the first instance, employees should

raise concerns with their line manager. If that is not appropriate, then

they can report it to the Chief People Officer or the EVP General Counsel.

Concerns may also be escalated directly to the Chair of FRAC or to the

external EY Whistleblower email. EROAD is currently working with a new

provider for our independent whistleblowing service so that potential

whistleblowers have more options for reporting any concerns.

102-18Governance

structure

Annual Report:

Corporate

Governance

Report

Disclosed in Corporate Governance Report – The Board on advice from

FRAC, General Counsel, Risk and Compliance Manager, Global Market

Development Team, Road Network Insights Team and Net Zero

Steering Group.

102-19Delegating

authority

Annual Report:

Corporate

Governance

Report

Disclosed in Corporate Governance Report – Board delegates to

management teams.

102-20Executive-level

responsibility

for economic,

environmental and

social topics

Annual Report:

Corporate

Governance

Report

EROAD's executive team collectively consider economic, environmental

and social topics. EROAD's Net Zero Steering Group is responsible for

environmental topics, EROAD's CFO is responsible for economic topics

and EROAD's CPO is responsible for social topics. The General Counsel

and CFO work closely on ESG matters and are ultimately responsible

for reporting to the board on ESG. See also 'Annual Report: Corporate

Governance Report'.

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102-21Consulting

stakeholders

on economic,

environmental and

social topics

16

Peace, justice

and strong

institutions

-During FY21 EROAD completed a materiality assessment which provided

the foundation for driving future improvements in our sustainability

efforts. EROAD’s materiality assessment process has enabled us to identify

and prioritise the Environmental, Social and Governance issues that are of

most importance to the business and its stakeholders so our improvement

efforts can be impactful. This matrix was updated in 2022 for Coretex

key stakeholders. There was no material change to the outcome and the

material issues remain unchanged.

102-22Composition of the

highest governance

body and its

committees

16

Peace, justice

and strong

institutions

Annual Report:

Corporate

Governance

Report

See Corporate Governance Report.

EROAD has recently added Sara Gifford to our Board of directors. Sara is

an independent director with significant experience. The Board was and is

focused on ensuring board member diversity.

102-23Chair of the highest

governance body

Annual Report:

Corporate

Governance

Report

Chair is not an Executive Officer

102-24Nominating and

selecting the highest

governance body

16

Peace, justice

and strong

institutions

Annual Report:

Corporate

Governance

Report

EROAD has an Appointment and Selection of New Directors Policy that

sets out the process for the nomination and selection of board members.

Independence, expertise and experience are all considered by the Board.

The Board is particularly focused on ensuring diversity within the group

and is delighted with the appointment of Sara Gifford early in FY23.

Shareholders are required to formally vote on the appointment of new

Directors at the Annual Shareholder Meetings. Stakeholder views around

Board succession are sought via governance roadshows.

102-25Conflicts of interestAnnual Report:

Corporate

Governance

Report

Disclosed in Corporate Governance Report – Board Charter, Code

of Ethics, Related party Transaction Policy. EROAD maintains an interests

register which is provided to our auditors.

No conflicts of interest have come to our attention.

102-26Role of highest

governance body

in setting purpose,

values and strategy

Annual Report:

Corporate

Governance

Report

Disclosed in ‘Corporate Governance’ Section – Board and management

regularly review EROAD’s purpose and update this where applicable.

EROAD updated its company values in FY22.

102-27Collective

knowledge of

highest governance

body

Annual Report:

Corporate

Governance

Report

The Board is kept updated on progress made by EROAD's Net Zero

Steering Group.

102-28Evaluating the

highest governance

body's performance

Annual Report:

Corporate

Governance

Report

Disclosed in Corporate Governance Report –an independent third party

reviews the Board’s performance biennially.

There was an external review in FY22 and another review will be done

in FY23.

102-29Identifying and

managing economic,

environmental and

social impacts

16

Peace, justice

and strong

institutions

Annual Report:

Corporate

Governance

Report

Board takes a proactive role in progressing ESG matters following reports

from EROAD's Net Zero Steering Group.

Materiality matrix is referenced as we also take note of what our investors,

suppliers and customers are interested in.

102-30Effective risk

management

Annual Report:

Corporate

Governance

Report

Board reviews risk management on advice from management and FRAC.

102-31Review of economic,

environmental and

social topics

Annual Report:

Corporate

Governance

Report

At every board meeting.

102-32Highest governance

body's role in

sustainability

reporting

Annual Report:

Corporate

Annual Report:

Corporate

Governance

Report

Governance

Board - Annual Report and ESG Report.

102-33Communicating

critical concerns

Annual Report:

Corporate

Governance

At every board meeting.

102-34Nature and total

number of critical

concerns

Annual Report:

Corporate

Governance

Report

There were no critical concerns identified in FY22.

EROAD currently offers an independent whistle blower hotline service with

EY for reporting critical concerns in the business. EROAD is looking to offer

a more fulsome independent whistleblowing service in FY23.

102-35Remuneration

policies

Annual Report:

Corporate

Governance

Report

Refer to the EROAD Remuneration Policy.

Fixed, variable pay (incl STI and LTI) is disclosed in the Remuneration

Report for CEO and CFO.

No termination payments, clawbacks or retirement benefits have

been paid.

Performance criteria are linked to economic objectives.

102-36Process for

determining

remuneration

Annual Report:

Corporate

Governance

Report

RTNC determine appropriate remuneration. This is with guidance from

P&C and external advisors. More information on this can be found within

EROAD's Remuneration Report.

102-37Stakeholders'

involvement in

remuneration

16

Peace, justice

and strong

institutions

Annual Report:

Corporate

Governance

Report

EROAD introduced the Australian Say On Pay Vote in FY22. In FY21 we

held governance roadshows and consulted heavily with our stakeholders

before reaching a decision.

EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20227273
102-38Annual total

compensation ratio

-Highest pay Median

NZ $778,880 $101,000

US $520,000 $85,000

AU $287,500 $120,975

Disclaimer: The above table includes contracted pay which includes base

salary, allowances and potential STI payment (noting actual payment is

determined by company performance). It excludes LTI schemes. All figures

stated above are given in the local currency.

102-39Percentage increase

in annual total

compensation ratio

-The % increase for each significant area of operate is as follows:

NZ: 4.12%

US: 3.03%

AU: 13.49%

Disclaimer: The above information includes contracted pay which

includes base salary and potential STI payment (noting actual payment

is determined by company performance). It excludes LTI schemes. All

percentages stated above have been calculated in the local currency.

102-40List of stakeholder

groups

Materiality MatrixCustomers, Policy Makers, Industry Regulators, Associations, Investors,

EROAD Team

102-41Collective bargaining

agreements

-None

102-42Identifying

and selecting

stakeholders

Materiality MatrixEROAD has a multitude of stakeholders including regulatory bodies,

suppliers and customers. EROAD has a desire to work with organizations

who share EROAD's values and goals.

102-43Approach to

Stakeholder

Engagement

Materiality MatrixPlease see pages 10 - 11

102-44Key topics and

concerns raised

Materiality MatrixEROAD has received lots of feedback on ESG matters. Much of this

feedback has been from stakeholders in the USA and from customers in

NZ. Feedback has been delivered via roadshows, investor email address,

governance roadshows and our Annual Shareholder Meeting. We update

policy and planning documents based on relevant stakeholder feedback.

102-45Entities included

in consolidated

financial statements

Annual Report:

Financial

Statements

EROAD Limited and the associated group entities.

102-46Defining report

content and topic

boundaries

-The process for defining the report content involved considering our

environment, both physically and operationally; the social context, with

a real focus on EROADers and the people we interact with; and how

we govern ESG generally. Our IR team has these considerations at the

forefront of their minds when they discuss the reporting plan with the

board and senior management teams.

Stakeholder inclusiveness is key for us and we completed a materiality

matrix in FY21 to ensure this remains a critical focus point. Sustainability

is obviously a key focus for us with direct ties to our purpose. We recently

ratified a Sustainability Policy to ensure that we have a clearly documented

sustainability focus. Materiality and Completeness are intimately tied to

stakeholder inclusiveness and sustainability for the EROAD Group.

The Materiality Principle has been considered carefully. Much of our

legal, financial and regulatory disclosures made in our Annual Report are

governed by our legal and regulatory requirements as a listed business

on the NZX and ASX. Our industry reputation and stakeholder views

are of the utmost importance to us which is why we have voluntarily

increased our disclosures around remuneration for FY22 and have given

such a strong focus to the Coretex integration work. We want to share our

challenges and successes with all our stakeholders.

102-47List of material

topics

-Our Materiality Matrix is a key starting point for assessing our material

topics as is our company purpose.

Our material topics are: safer communities and how our products and

services contribute to this, our company values, our people.

102-48Restatements of

information

GRI IndexOnly restatement of information in the financial statements was the

retrospective application of an accounting standard change with regards

to cloud computing arrangements.

The impact of the restatement on the previously reported results for 31

March 2021 was a decrease to net assets of $2.5m and an increase to profit

before tax of $0.7m. Refer to the 31 March 2022 full financial statements

for discussion on this required change.

102-49Changes in reporting GRI IndexThere have been no significant changes from the previous reporting

periods in the list of material topics and topic boundaries.

102-50Reporting periodGRI IndexFY22

01/04/2021 - 31/03/2022.

102-51Date of most recent

report

GRI Index31 March 2022

102-52Reporting cycle -Annual

102-53Contact points for

questions regarding

the report

GRI IndexCEO: Mark Heine

Acting CFO: Margaret Delany

102-54Claims of reporting

in accordance with

the GRI Standards

-EROAD currently makes GRI referenced claims on an annual basis.

102-55GRI content index-Ye s

102-56External assurance-External assurance has not been sought for EROAD’s GRI Reporting

in FY22.

103 MANAGEMENT APPROACH

103-1Explanation of the

material topic and its

boundary

-Our material topics come from our Materiality Matrix, feedback through

the investor website, governance roadshows, customer meetings and a

general understanding of the current landscape. Our risk reporting as part

of the Corporate Governance Report covers key business risks.

103-2The management

approach and its

components

-Addressed throughout.

EROAD has a range of policies in place that govern our approach to

material matters. These reinforce our company purpose and values.

103-3Evaluation of the

management

approach

Annual Report:

Corporate

Governance

Report

Addressed throughout.

Management/the Board regularly review the effectiveness of our

approaches. We adjust and update these if needed.

201 ECONOMIC PERFORMANCE

201-1Directed economic

value generated and

distributed

9

Industry,

innovation and

infrastructure

Annual Report:

Financial

Statements

i. Total revenue $114.9m

ii. Operating expenses $48.7m (excluding personnel expenses)

Personnel expenses $57.3m

Payments to providers of capital: Nil dividends were paid in the year,

interest was paid of $2.8m in the year.

Payments to Government in the form of taxes such as GST, FBT and

income taxes of $2.5m in New Zealand, $1.9m in North America and

$0.2m in Australia.

iii. Economic value retained: $1.5m.

201-2Financial

implications and

other risks and

opportunities due to

climate change

-EROAD continued expanding on EV pilots and strategized on product

directions to support customers to accelerate their decarbonization

journeys, as we observed increasing pressure from governments,

consumers, investors, and financial markets pushing companies to speed

up their efforts towards net zero.

201-3Defined benefit

plan obligations and

other retirement

plans

Annual Report:

Corporate

Governance

Report

Disclosed in ‘Corporate Governance’ Section. Remuneration for US

based employees, EROAD has a 401k Plan in place which staff may

opt in to.

201-4Financial assistance

received from

government

-In FY22, EROAD accrued for NZD$1.3m in the form of Research &

Development Tax Incentives (RDTi). The RDTi replaced the Callaghan R&D

grant in the current year. There was no other financial assistance received

in the period.

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202 MARKET PRESENCE

202-1Ratios of standard

entry wage by

gender compared to

local minimum wage

-Currently no EROAD employees are on minimum wage.

202-2Portion of senior

management hired

from the local

community

13

Climate

action

-The percentages below show the percentage of senior management at

significant locations of operation that were hired from the local community

US: 100%

NZ:100%

AU:100%

Senior management includes all executive team members, as well as those

managers who report directly to an executive member.

EROAD’s definition of ‘local’ is within the country. EROAD’s definition for

‘significant locations of operation’ are the three markets we operate in -

New Zealand, Australia and the United States of America.

203 INDIRECT ECONOMIC IMPACTS

203-1Infrastructure

investments and

services supported

-

203-2Significant indirect

economic impacts

-

204 PROCUREMENT PRACTICES

204-1Proportion of

spending on local

suppliers

-We have limited manufacturing conducted in NZ with the bulk of

manufacturing being conducted overseas. This is primarily for cost and

availability reasons.

205 ANTI-CORRUPTION

205-1Operations assessed

for risks relating to

corruption

16

Peace, justice

and strong

institutions


-No formal assessment per se, but EROAD has a range of Codes and

Policies to discourage corrupt behaviours such as the Code of

Ethics.

Suppliers are presented with a modern slavery questionnaire.

Unable to visit suppliers in person due to COVID.

205-2Communication and

training about anti-

corruption policies

and procedures

Annual Report:

Corporate

Governance

Report

EROAD has no tolerance for corruption. We have clear policies in place on

this including under our Code of Ethics

205-3Confirmed incidents

of corruption and

actions taken

Annual Report:

Corporate

Governance

Report

No known corruption issues to report.

206 ANTI-COMPETITIVE BEHAVIOR

206-1Legal actions for

anti-competitive

behavior, anti-trust,

and monopoly

practices

16

Peace, justice

and strong

institutions

-None

207 TAX

207-1 Approach to tax

10

Reduced

inequalities

-There is no formal tax strategy currently in place. EROAD takes a

conservative position in regards to tax to ensure we meet all our

obligations in each of the jurisdictions we operate in.

207-2Tax governance,

control, and risk

management

10

Reduced

inequalities

-EROAD has external advisors to support us with our tax governance and

risk management. EROAD takes a conservative position in regard to tax to

ensure we meet all our obligations in each of the jurisdictions we operate

in. Any changes in our approach to tax would require sign off by the Board

of Directors. The taxation calculations included in the annual financial

statements are subject to audit review.

207-3Stakeholder

engagement and

management of

concerns related to

tax

10

Reduced

inequalities

-As noted above, EROAD has external advisors globally who prepare our tax

returns and transfer pricing documentation, they act as our agent with Tax

Authorities in each jurisdiction and would manage any concerns arising.

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207-4Country-by-country

reporting

10

Reduced

inequalities

-Tax is reported at a group level in the audited annual financial statements.

Individual tax returns are prepared for each tax jurisdiction within which

we operate.

The tax jurisdictions for each of the trading entities in the EROAD Group

are as follows:

Tax jurisdictionNZNAAU

Entities and their

primary activities

EROAD Limited:

Transport technology &

SAAS. Parent entity of

the Group.

EROAD Financial

Services Limited:

financing activities

within the Group

EROAD LTI Trustee

Limited: LTI scheme

trustee

Coretex NZ Limited

(from 1 December

2021): Transport

technology & SAAS

Coretex Limited (from

1 December 2021):

Transport technology

& SAAS

EROAD Incorporated:

Transport technology

& SAAS

Coretex USA

Incorporated (from

1 December 2021):

Transport technology

& SAAS

Coretex Telematics

Limited (from 1

December 2021):

Transport technology

& SAAS

EROAD (Australia)

Pty Limited: Transport

technology & SAAS

Coretex Australia

Pty Limited (from

1 December 2021):

Transport technology

& SAAS

No. of employees

(permanent

employees as at

31 March 2022)

42310117

Revenues from

third-party sales

$72.1m$39.0m$3.8m

Intra-group sales

transactions

with other tax

jurisdictions

$20.0m$1.3m$0.0m

Profit/(loss)

before tax

($10.6m)$0.2m($0.0m)

Tangible assets

other than

cash and cash

equivalents

$80.1m$25.4m$4.6m

Corporate income

tax paid on a cash

basis

Nil$0.1mNil

Corporate income

tax accrued

on profit/loss

(Amounts in

brackets represent

tax benefit to the

Group)

($0.3m)($1.0m)$0.6m

Reasons for

the difference

between

corporate income

tax accrued on

profit/loss and

the tax due if

the statutory tax

rate is applied to

profit/loss before

tax

($3.0m)

Differences relate to

non-deductibles and

utilisation of tax losses

$0.0m

Differences relate to

non-deductibles and

utilisation of tax losses

$0.0m

Differences relate to

non-deductibles and

utilisation of tax losses

The information reported above is for the period 1 April 2021 to 31 March

2022, except for the Coretex subsidiaries which were acquired on 1

December 2021. The information reported above for each of the Coretex

subsidiaries is from 1 December 2021 to 31 March 2022.

301 MATERIALS

301-1Materials used by

weight or volume

301-1-a

--

301-2Recycled input

materials used

11

Sustainable

cities and

communities

12

Responsible

consumption

and production

-We do not use recycled electronic components in our products due to the

potential for early life failure.

We do refurbish product - see 301-3.

301-3Reclaimed products

and their packaging

materials

11

Sustainable

cities and

communities

301-3-a

12

Responsible

consumption

and production

-When EROAD refurbishes its main product, approximately 70% of the

product by value is reused, with the remaining 30% replaced with new

components.

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302 ENERGY

302-1Energy consumption

within the

organization

12

Responsible

consumption

and production

13

Climate

action

-

Energy typeNZNAAU

Fuel consumption

(non-renewable sources)

Unleaded Petrol (litres)13,3711513,785

Diesel (litres)32,735--

Fuel consumption

(renewable sources)

---

Electricity consumption (kWh)252,84449,3706,072

Total energy consumption (tCO2e)147514

Figures above exclude the Coretex entities acquired on 1 December 2021.

Energy consumption within the organisation has been converted to

tonnes of CO2e using the Toitu Envirocare eManage tool as part of the

organisations Toitu carbonreduce certification of FY22.

302-2Energy consumption

outside of the

organization

302-2-a

12

Responsible

consumption

and production

13

Climate

action

-

The following categories and activities from the GHG Protocol Corporate

Value Chain (Scope 3) Accounting and Reporting Standard have been

identified as relevant energy consumption outside of the organisation

sources:

Upstream categories

• Purchased goods and services

• Upstream transportation and distribution

4

• Business travel

• Employee commuting

• Other: employee working from home

Downstream categories

• Downstream transportation and distribution

• Use of sold products

5

• End-of-life treatment of sold products

5

Energy typeNZNAAU

Upstream

1

Purchased goods and services (tCO2e)

2

13,3652,052563

Business travel (tCO2e)65716

Employee commuting (tCO2e)

3

4535511

Employee working from home (tCO2e)

3

5498

Total upstream energy consumption

(tCO2e)

13,9372,187588

Downstream

1

Downstream transportation and

distribution (tCO2e)

4

888--

Total downstream energy consumption

(tCO2e)

888--

Total energy consumption outside of

the organisation

14,8252,187588

Figures above exclude the Coretex entities acquired on 1 December 2021.

1

Upstream and downstream categories emissions data in tCO2e has been extracted from the

Toitu carbonreduce eManage tool and the audited results for FY22. Reasonable assurance

was obtained for FY22, except for category 4 purchased goods and services which limited

assurance was obtained due to the level of estimation required for that category.

2

Emissions from purchased goods and services (except for waste, electricity distributed losses

and paper use) have been estimated based on $ spend in FY22. We will continue to work with

our suppliers in the quest for better quality data in future periods.

3

Emissions from employee commuting and working from home were estimated based on

employee surveys conducted as part of the data gathering for the Toitu carbonreduce

certification.

4

For FY22 downstream transportation and distribution emissions have all been calculated

at the Group level and therefore allocated to New Zealand. In future periods we hope to be

able to disaggregate this data into the region to which it relates. These emissions also include

upstream transportation and distribution where EROAD were responsible for the organisation

of the freight cartage.

5

The energy consumption of our downstream categories use of sold products and end-of-life

treatment of sold products was not calculated for our FY22 Toitu carbonreduce certification

due to the difficulty in obtaining this information and forming appropriate estimates for. This

is an area that we would like to work on and consider including in future periods as they are

areas expected to contribute significantly to the organisations total energy consumption

outside of the organisation and through the development of our products we can somewhat

influence potential reductions in these emissions. These are also areas that our customers

would value having emissions data available for.

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302-3Energy intensity

302-3-a

12

Responsible

consumption

and production

13

Climate

action

-

EROAD became a Toitu carbonreduce certified organisation with FY22

forming our base year. Under the Toitu carbonreduce programme total

revenues is a mandatory intensity measure. EROAD have also specifically

chosen total contracted units at the end of the period as a second intensity

measure due to the units influence on the revenues of the business as well

as the catalyst for the majority of our emissions.

The following inventory summary has been taken from the Toitu

carbonreduce certification:

Category ScopetCO2e

Category 1: Direct emissionsScope 1131

Category 2: Indirect emissions from imported energyScope 235

Category 3: Indirect emissions from transportationScope 31,620

Category 4: Indirect emissions from products

used by organisation

Scope 315,980

Total direct emissions131

Total indirect emissions1 7, 6 3 5

Total emissions17,766

Figures above exclude the Coretex entities acquired on 1 December 2021.

Energy included in the reported emissions figures are: fuel and electricity.

All energy consumption within the organisation is included and a subset of

energy consumption outside of the organisation as identified in 302-2.

Emissions intensityTotal emissions

Total revenues (total emissions tCO2e/$ million of revenue)176.94

Per unit (total emissions tCO2e/number of contracted units)0.13

Figures above exclude the Coretex entities acquired on 1 December 2021.

302-4Reduction of energy

consumption

302-4-a

12

Responsible

consumption

and production

-EROAD became a Toitu carbonreduce certified organisation with FY22

forming our base year. As this was our first year of reporting no reduction

in energy consumption to report.

302-5Reductions in

energy requirements

of products and

services

302-5-a

12

Responsible

consumption

and production

13

Climate

action

-EROAD became a Toitu carbon reduce certified organisation with FY22

forming our base year. As this was our first year of reporting no reduction

in energy consumption to report.

303 WATER

303-1Water withdrawal by

source

303-1-a

12

Responsible

consumption

and production

-Information not available and not considered material to EROAD.

303-2Water sources

significantly affected

by withdrawal of

water

-Information not available and not considered material to EROAD.

303-3Water recycled and

reused

-Information not available and not considered material to EROAD.

303 WATER AND EFFLUENTS

303-1Interactions with

water as a shared

resource

303-1-a 303-1-c

11

Sustainable

cities and

communities

-Information not available and not considered material to EROAD.

303-2Management of

water discharge-

related impacts

-Information not available and not considered material to EROAD.

303-3Water withdrawal-Information not available and not considered material to EROAD.

303-4Water discharge-Information not available and not considered material to EROAD.

303-5Water consumption-Information not available and not considered material to EROAD.

304 BIODIVERSITY

304-1Occupational

health and safety

management system

-No organisational cites managed in or adjacent to protected areas and/or

areas of high biodiversity value.

304-2Significant impacts

of activities,

products, and

services on

biodiversity

-No significant direct and/or indirect impacts on diversity identified.

304-3Habitats protected

or restored

-No habitat areas have been identified.

304-4IUCN Red List

species and national

conservation list

species with habitats

in areas affected by

operations

-No activities identified that would post a threat to engendered plant and/

or animal species.

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305 EMISSIONS

305-1Direct (Scope 1) GHG

emissions

11

Sustainable

cities and

communities

13

Climate

action

-

a. Gross direct (Scope 1) GHG emissions was 130.5 tCO2e for the year to 31

March 2022.

b . The gross direct (Scope 1) GHG emissions are made up of CO2 (127.2

tCO2e), CH4 (0.6 tCO2e) and N2O (2.7 tCO2e) gases.

c. There were no CO2 biogenic emissions reported for 31 March 2022 in

EROAD's gross direct (Scope 1) GHG emissions.

d. i. Base year for the calculation is 1 April 2021 to 31 March 2022. This is the

first year EROAD has calculated it's emissions and the year that EROAD

joined the Toitu carbonreduce programme.

ii. Gross direct (Scope 1) GHG emissions for the base year was 130.5

tCO2e. Total emissions were calculated for category 1 with reasonable

assurance obtained for the Toitu carbonreduce certification.

e. All emissions were calculated using Toitū emanage with emissions

factors and Global Warming Potentials provided by the Programme.

f. Operational control consolidation approach was used to account

for emissions. EROAD acquired control over Coretex Limited and its

subsidiaries on 1 December 2021. Due to the timing of the control (8

months into our period) and our ability to influence changes and obtain

information during this critical integration time Coretex operations have

been excluded for FY22. Coretex will be included for FY23 onwards as

they will form part of our integrated business going forward.

g. All emissions were calculated using Toitū emanage with emissions

factors and Global Warming Potentials provided by the Programme.

305-2Energy indirect

(Scope 2) GHG

emissions

3

Good health

and well being

11

Sustainable

cities and

communities

13

Climate

action

-

a. and b. Gross indirect emissions from imported energy (Scope 2) GHG

emissions was 35.3 tCO2e for the year to 31 March 2022. Split between

gross location-based energy and gross market-based energy was

unavailable.

c. The gases included in the calculation were unavailable.

d. i. Base year for the calculation is 1 April 2021 to 31 March 2022. This is the

first year EROAD has calculated it's emissions and the year that EROAD

joined the Toitu carbonreduce programme.

ii. Gross indirect emissions from imported energy (Scope 2) GHG

emissions for the base year were 35.3 tCO2e. Total emissions were

calculated for category 2 with reasonable assurance obtained for the

Toitu carbonreduce certification.

e. All emissions were calculated using Toitū emanage with emissions

factors and Global Warming Potentials provided by the Programme.

f. Operational control consolidation approach was used to account

for emissions. EROAD acquired control over Coretex Limited and its

subsidiaries on 1 December 2021. Due to the timing of the control (8

months into our period) and our ability to influence changes and obtain

information during this critical integration time Coretex operations have

been excluded for FY22. Coretex will be included for FY23 onwards as

they will form part of our integrated business going forward.

g. All emissions were calculated using Toitū emanage with emissions

factors and Global Warming Potentials provided by the Programme.

305-3Other indirect

(Scope 3) GHG

emissions

3

Good health

and well being

11

Sustainable

cities and

communities

13

Climate

action

-

a. Gross indirect (Scope 3) GHG emissions was 17,599.9 tCO2e for the year

to 31 March 2022.

b. The gases included in the calculation were unavailable.

c. There were no CO2 biogenic emissions reported for 31 March 2022 in

EROAD's gross indirect (Scope 3) GHG emissions.

d. Other indirect (Scope 3) GHG emissions categories and activities

included in the calculation were:

• Category 3: Indirect emissions from transportation - business travel

(air travel, taxis, employee mileage claims), downstream distribution

for goods paid by the organisation (freight by air, rail, road and sea),

emissions from employee commuting and emissions from working from

home.

• Category 4: Indirect emissions from products used by the organisation -

emissions from purchased fuel and energy related activities (electricity

distributed T&D losses), emissions from purchased goods and services,

disposal of solid waste landfilled.

e. i. Base year for the calculation is 1 April 2021 to 31 March 2022. This is

the first year EROAD has calculated it's emissions and the year that

EROAD joined the Toitu carbonreduce programme.

ii. Gross indirect (Scope 3) GHG emissions for the base year was 17,599.9

tCO2e. Total emissions were calculated for categories 3 and 4 with

reasonable assurance obtained for category 3 and limited assurance

obtained for category 4 emissions due to the level of estimation

required in the calculation for the Toitu carbonreduce certification.

f. All emissions were calculated using Toitū emanage with emissions

factors and Global Warming Potentials provided by the Programme.

g. All emissions were calculated using Toitū emanage with emissions

factors and Global Warming Potentials provided by the Programme.

Operational control consolidation approach was used to account

for emissions. EROAD acquired control over Coretex Limited and its

subsidiaries on 1 December 2021. Due to the timing of the control (8

months into our period) and our ability to influence changes and obtain

information during this critical integration time Coretex operations have

been excluded for FY22. Coretex will be included for FY23 onwards as they

will form part of our integrated business going forward.

305-4GHG emissions

intensity

13

Climate

action

-

a,b and c.

EROAD became a Toitu carbonreduce certified organisation with FY22

forming our base year. Under the Toitu carbonreduce programme total

revenues is a mandatory intensity measure. EROAD have also specifically

chosen total contracted units at the end of the period as a second intensity

measure due to the units influence on the revenues of the business as well

as the catalyst for the majority of our emissions.

The following inventory summary has been taken from the Toitu

carbonreduce certification:

CategoryScopetCO2e

Category 1: Direct emissionsScope 1131

Category 2: Indirect emissions from imported energyScope 235

Category 3: Indirect emissions from transportationScope 31,620

Category 4: Indirect emissions from products used

by the organisation

Scope 315,980

Total direct emissions131

Total indirect emissions1 7, 6 3 5

Total emissions17,766

Figures above exclude the Coretex entities acquired on 1 December 2021.

Emissions intensityTotal emissions

Total revenues

(total emissions tCO2e/$ million of revenue)

176.94

Per unit

(total emissions tCO2e/number of contracted units)

0.13

Figures above exclude the Coretex entities acquired on 1 December 2021.

d. The gross direct (Scope 1) GHG emissions are made up of CO2 (127.2

tCO2e), CH4 (0.6 tCO2e) and N2O (2.7 tCO2e) gases.

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305-5Reduction of GHG

emissions

13

Climate

action

-EROAD became a Toitu carbonreduce certified organisation with FY22

forming our base year. As this was our first year of reporting no reduction

in GHG emissions to report.

305-6Emissions of

ozone-depleting

substances (ODS)

305-6-a

3

Good health

and well being

-Information on emissions of ozone-depleting substances is not

currently available.

305-7Nitrogen oxides

(NOX), sulfur

oxides (SOX), and

other significant air

emissions

-Information on nitrogen oxides (NOX), sulfur oxides (SOX), and other

significant air emissions is not currently available.

306 WASTE

306-1Waste generation

and significant

waste-related

impacts

3

Good health

and well being

11

Sustainable

cities and

communities

-EROAD current collects and discloses data for waste generated for

operations in New Zealand, North America and Australia. The waste data

collected is for landfilled waste from each of the EROAD offices as well

as the warehouse premises in New Zealand for the distribution of EROAD

products to customers and product refurbishment activities. EROAD's

reporting of waste is currently on that generated by our own activities

and none that are generated upstream or downstream in our value chain.

Reported waste data is based on information provided by our waste

disposal vendors where available.

The following areas have been identified as significant actual and potential

waste impacts in the EROAD value chain:

Inputs, activities and

outputs

Waste

generationActual and potential waste impacts

Materials and

production

Upstream in

value chain

Solid waste disposal and recycling from EROAD

packaging, consumables associated with

installation of the products and retirement of the

product at end of life.

Product components

Upstream in

value chain

Solid waste disposal and recycling produced from

the sourcing of raw materials and component

products to manufacture EROAD products

including the packaging to transport the materials

to be manufactured.

Products and packagingOwn activities

Solid waste disposal and recycling produced from

the sourcing of raw materials and component

products to manufacture EROAD products

including the packaging to transport the materials

to be manufactured.

Consumption

Downstream

in value chain

Solid waste disposal and recycling from the

refurbishment and repair of EROAD products

including that generated from spare parts and

componentry and the packaging of those. Solid

waste disposal and recycling of returned products

at end of life.

Product refurbishmentOwn activities

Solid waste disposal and recycling from supplier

packaging, pallets, scrap metal, office paper,

plastics and mixed recycling, as well as generated

waste from own warehouse operations to

distribute products to our customers.

306-2Management of

significant wast

related impacts

3

Good health

and well being

306-2-(a-c)

11

Sustainable

cities and

communities

-a. To prevent waste generation and to manage significant impacts from

waste generated in EROAD's own activities, upstream and downstream

in our value chain the three R's from the waste hierarchy: Reduce, Reuse,

Recycle are considered.

To strengthen EROAD's focus on generating less waste, EROAD is

continuing to focus on a more circular economy. This includes designing

out waste from our products and packaging, extending the life of products

and materials and reducing consumption across the value chain. Working

with our suppliers to share this same goal of waste minimisation is an

important step in this process.

b. Waste generated by the organisation is managed by third-parties at

each of our sites. As far as we are aware the waste is managed in line

with legislative obligations as no breaches have been bought to our

attention.

c. Our largest two waste generating sites, being our head office in Albany

and our warehouse in Penrose the waste taken away is measured by

general waste and cardboard using weight scales on their trucks. The

third-party supplier then undertakes further separation of the general

waste at their own facilities to identify and remove any other recyclable

materials to divert these from landfill. For our smaller office sites being

Christchurch, Oregon and Melbourne the waste removal is managed by

the landlord of the leased offices. Limited data is available on the waste

removed at these office sites but we will work with our landlords to

improve the data and to better understand the processes undertaken.

306-3Waste generated

3

Good health

and well being

306-3-(a-b)

11

Sustainable

cities and

communities

-

2022 (metric tonnes)

Solid waste disposal total28.7

Solid waste recycling total

1

7. 9

Total waste36.6

Figures above exclude the Coretex entities acquired on 1 December 2021.

1

Current available data relates to recycled cardboard only.

EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20228687
306-4Waste diverted from

disposal

3

Good health

and well being

306-4-(a-d)

11

Sustainable

cities and

communities

-Further breakdowns of our waste are not currently available. We will work

with our third-party providers to improve our data quality as well as look

at ways to reduce our waste and for what we cannot reduce, improve the

amount that can be recycled.

306-5Waste directed to

disposal

306-5-(a-d)

3

Good health

and well being

306-5-(a-d)

11

Sustainable

cities and

communities

-Further breakdowns of our waste are not currently available. We will work

with our third-party providers to improve our data quality as well as look

at ways to reduce our waste and for what we cannot reduce, improve the

amount that can be recycled.

307 ENVIRONMENTAL COMPLIANCE

307-1Non-compliance

with environmental

laws and regulations

307-1-a

16

Peace, justice

and strong

institutions

GRI IndexNone

308 SUPPLIER ENVIRONMENT ASSESSMENT

308-1New suppliers that

were screened

using environmental

criteria

-Any significant new suppliers we audit and this includes their

environmental practices.

Due to Covid there have been very few new suppliers this year as the

electronics industry is mostly based in Asia and we have been unable to visit.

308-2Negative

environmental

impacts in the

supply chain and

actions taken

-No negative impacts identified. If major breach to EROAD policies, we would

cease the arrangement. Our policy is to work with suppliers where possible

to remedy any negative environmental impacts.

Due to Covid there have been very few new suppliers this year as the

electronics industry is mostly based in Asia and we have been unable to visit.

401 EMPLOYMENT

401-1New employee

hires and employee

turnover

10

Reduced

inequalities

-Total permanent employees hired was 218, which is a hiring rate of 49%.

Turnover was 126 people which was 28.4% of the average employee

headcount.

401-2Benefits provided

to full-time

employees that are

not provided to

temporary or part-

time employees

401-2-a

3

Good health

and well being

-Benefit / Eligibility

US Employees

Australia Employees

New Zealand Employees

Health insurance Yes N/A N/A

Health insurance discount N/A N/A Yes

Life insurance Yes N/A N/A

Dental insurance Yes N/A N/A

Parental leave Yes Yes Yes (except FixedTerm)

Employee Assistance Program Yes Yes Yes

Bonusly reward & recognition Yes Yes Yes

EROAD Awards Yes Yes Yes

Gym membership Yes Yes Yes

Volunteer Day Yes Yes Yes

Flexible Working Yes Yes Yes

Annual Leave/ PTO Yes Yes Yes

Retailer discounts N/A N/A Yes

401-3Parental leave-a. Permanent employees that have completed 6 months of service are

eligible for parental leave.

158 female and 294 male were entitled to parental leave as at 31

st


Mar 2022

b. 5 female and 14 male employees began parental leave during FY22

c. 3 female and 11 male employees returned from parental leave during

FY22

d. Of 19 employees those that returned from parental leave during FY21, 9

male and 1 female are still employed by EROAD as at 31

st

March 2022

402 LABOR MANAGEMENT RELATIONS

402-1Minimum notice

periods regarding

operational changes

-a. 4 weeks notice

b. no collective agreements

EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20228889
403 OCCUPATIONAL HEALTH AND SAFETY (2018)

403-1Occupational

health and safety

management system

-EROAD maintains and implements a corporate Health, Safety and Wellness

(HSW) Management System which fulfils the key requirements of the

current ISO 45001 standard. We have a common HSW.

Policy for the company and corporate standards and procedures in areas

where EROAD wants to set standards. Local EROAD offices implement

supplementary HSW system requirements as determined by local

regulatory and legal requirements.

EROAD regularly assesses hazards and analyses risks across its operations,

and implements and maintains the controls necessary to prevent, monitor

and mitigate the risk to be within the organisation’s risk appetite. Risk

management practices are reviewed when new information becomes

available; e.g., new legal requirements, changes to processes, and incident

investigations.

It is the responsibility of all employees to ensure that all incidents are

reported in order to ensure timely investigation and corrective action.

Incidents are investigated using root cause analysis, and lessons learned

communicated as required.

403-2Hazard

identification,

risk assessment,

and incident

investigation

-Addressed above under 403-1.

403-3Occupational health

services

-EROADers are encouraged to take reasonable care of their wellbeing.

Accordingly, as deemed appropriate they can engage their manager,

a People & Capability team member and/or the Employee Assistance

Programme (EAP) for assistance with work-related ill health.

403-4Worker participation,

consultation, and

communication on

occupational health

and safety

403-4-(a-b)

16

Peace, justice

and strong

institutions

-In accordance with regulatory requirements, EROAD encourages worker

engagement, participation and representation in occupational health and

safety management. Managers across the organisation address health,

safety and wellness matters specific to their respective areas as well as pan-

organisational issues (such as risks associated with working from home).

403-5Worker training on

occupational health

and safety

-All employees are required to complete Health and Safety online training

as part of the induction.

403-6Promotion of worker

health

403-6-(a-b)

3

Good health

and well being

-Employee wellness is promoted and overseen by EROAD’s Wellness,

Inclusion, Social and Health & Safety (WISH) Committee. WISH caters for

global and local needs, addressing a wide range of issues such as fitness,

nutrition, and mental health. EROAD has processes in place to record

and investigate occupational illnesses to determine the root causes and

develop prevention strategies.

403-7Prevention and

mitigation of

occupational

health and safety

impacts directly

linked by business

relationships

-The scope of the HSW Management systems includes situations where

EROAD is in control of product installation. This includes working with risk

identification and mitigation in order to prevent any incidents of work-

related injuries or occupational illnesses.

Accordingly, EROAD’s installer network receive comprehensive instruction

on HSW requirements relating to the work they perform. All incidents that

arise are investigated to determine how work practices can be improved to

remove/reduce HSW risks.

403-8Workers covered

by an occupational

health and safety

management system

-Addressed under 403-1.

403-9Work-related injuries

403-9-(a-c)

3

Good health

and well being

304-9-(a-c)

6

Peace, justice

and strong

institutions

-Work-related injuries and illness data is regularly reported to the EROAD

Board. There have been no high severity incidents and illnesses over the

past year.

We are working with our employees to encourage reporting of low

severity incidents.

403-10Work-related ill

health

3

Good health

and well being

6

Peace, justice

and strong

institutions

-None

EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20229091
404 TRAINING AND EDUCATION

404-1Average hours of

training per year per

employee

404-1-a

4

Quality

education

401-1-a

10

Reduced

inequalities

-Due to the recent Integration with Coretex we are unable to provide

average hours of training for the EROAD GROUP.

We are also in the middle of moving from Absorb/Propel LMS to an

integrated HRMS system called Workday which will allow us to design

reports to match these requests once the rollout is complete.

404-2Programs for

upgrading employee

skills and transition

assistance programs

-Support provided as needed.

(a) The following training sessions took place in Feb 2022.

• Dale Carnegie Customer Service Training took place for 23 staff in Feb 2022

in person at EROAD Albany

(404-2 DC) For attendance list. This training program continues into 2022

from May

• Lean 6 Sigma Training by Lean 6 Sigma took place in Feb for 25 Staff 2022

in person at EROAD Albany

(404-2 L6) For attendance list. This training program continues into 2022

from May

• Business Intelligence by Enlighten Designs 16 staff online

(404-2 L6) For attendance list. This training program continues into 2022

from May

(b) Post Workday implementation the Learning Partner will perform a

Training Needs Analysis to capture training hours and budget by team

to meet these requirements more accurately. This is a significant piece

of work which will ideally allow the automation of reports via our new

HRMS.

In this current period, we do not have the ability to provide this data for

EROAD GROUP.

404-3Percentage

of employees

receiving regular

performance and

career development

reviews

404-3-a

-

405 DIVERSITY AND EQUAL OPPORTUNITY

405-1Diversity of

governance bodies

and employees

Annual Report:

Corporate

Governance

Report

i. 30% Female, 70% Male

ii. 63.6% 30 - 50 years, 36.4% over 50

Data above includes executive team only.

b.

i. 30.4% Female, 57.4% Male, 12.2% Not disclosed

ii. 17% under 30, 49% 30 > 50, 19% Over 50, 15% Not disclosed

405-2Ratio of basic salary

and remuneration of

women to men

405-2-a

--

406 NON-DISCRIMINATION

406-1Incidents of

discrimination and

corrective actions

taken

-None

407 FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING

407-1Operations and

suppliers in which

the right to freedom

of association and

collective bargaining

may be at risk

-

EROAD audits suppliers and ensures that operations and suppliers operate

under fair wage and working conditions.

This information is requested as part of the audit process.

408 CHILD LABOUR

408-1Operations and

suppliers at

significant risk for

incidents of child

labor

16

Peace, justice

and strong

institutions

-

We do not work with organisations where child labour is employed. Zero

tolerance policy.

We ask for this information up front and visit suppliers before engaging

them. It should be noted that visits have been restricted during Covid.

409 FORCED OR COMPULSORY LABOUR

409-1Operations and

suppliers at

significant risk for

incidents of forced

or compulsory labor

-

We do not work with organisations where forced labour is employed. Zero

tolerance policy.

We ask for this information up front and visit suppliers before engaging

them. It should be noted that visits have been restricted during Covid

410 SECURITY PRACTICES

410-1Security personnel

trained in human

rights policies or

procedures

-

N /A

411 RIGHTS OF INDIGENOUS PEOPLES

411-1Incidents of

violations involving

rights of indigenous

peoples

-

None

EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20229293
412 HUMAN RIGHTS ASSESSMENT

412-1Operations that

have been subject

to human rights

reviews or impact

assessments

None

412-2Employee training

on human rights

policies or

procedures

-

EROAD’s employment contract stipulates adherence to EROAD’s Code of

Conduct. The Code makes employees aware that EROAD will not tolerate

any form of discrimination, harassment or bullying in the workplace.

This includes direct and indirect discrimination in relation to sex, marital

status, religious belief, ethical belief, colour, race, ethnic or national origins,

disability, age, political opinion, employment status, family status and/or

sexual orientation.

412-3Significant

investment

agreements and

contracts that

include human

rights clauses or that

underwent human

rights screening

-

None

413 LOCAL COMMUNITIES

413-1Operations with

local community

engagement,

impact assessments,

and development

programs

-

COVID: EROAD conducted a COVID risk assessment and amended processes

to minimize COVID risk with 3rd parties - e.g. as required, notify landlords of

shared office facilities and customers of known or potential cases.

Support for local business via 'in kind' vouchers.

413-2Operations with

significant actual

and potential

negative impacts on

local communities

-

No negative impacts identified on local communities.

414 SUPPLIER SOCIAL ASSESSMENT

414-1New suppliers that

were screened using

social criteria

16

Peace, justice

and strong

institutions

-

Any significant new suppliers we audit and this includes their social practices.

414-2Negative social

impacts in the

supply chain and

actions taken

16

Peace, justice

and strong

institutions

-

No negative impacts identified. If major breach to EROAD policies, we

would cease the arrangement. Our policy is to work with suppliers where

possible to remedy any negative social impacts.

415 PUBLIC POLICY

415-1Political

contributions

-

No political contributions were made in FY22.

416 CUSTOMER HEALTH AND SAFETY

416-1Assessment of the

health and safety

impacts of product

and service

categories

-

All EROAD products are risk assessed for potential health and safety

impacts to customers; spanning distribution, installation, use, maintenance

and removal. This risk assessment process begins at concept stage and is

reassessed through subsequent product development phases up to a post

launch retrospective.

Where relevant our product guides highlight HSW requirements our

customers should be aware of.

416-2Incidents of

non-compliance

concerning the

health and safety

impacts of products

and services

16

Peace, justice

and strong

institutions

-

None

EROAD Sustainability Report 2022 | GRI INDEXGRI INDEX | EROAD Sustainability Report 20229495
417 MARKETING AND LABELING

417-1Requirements for

product and service

information and

labeling

11

Sustainable

cities and

communities

-

We do not ask our customers to dispose of our products themselves. Any

equipment deemed old or ill-functioning is returned to EROAD so that we

can ensure it is suitably disposed of, recycled or refurbished.

Our equipment is not dangerous to use. Any use of dangerous

chemicals or electrical anomalies are generally "certified out": we do

not generally release products (or documentation for products) without

CE, FCC or RCM certification, along with an RoHS mark (restriction of

hazardous substances).

EROAD does not yet cover the safe disposal of batteries in our installation

documents. This is largely because our equipment is either low-drain or

semi supported by engine power. This means that our customers will

upgrade our equipment before the battery loses power.

417-2Incidents of

non-compliance

concerning product

and service

information and

labeling

11

Sustainable

cities and

communities

-

See 417-1

417-3Incidents of

non-compliance

concerning

marketing

communications

-

None

418 CUSTOMER PRIVACY

418-1Substantiated

complaints

concerning breaches

of customer privacy

and losses of

customer data

16

Peace, justice

and strong

institutions

-

In FY22, EROAD did not have any substantiated complaints (whether from

customers or regulatory bodies) concerning breaches of customer privacy.

419 SOCIOECONOMIC COMPLIANCE

419-1Non-compliance

with laws and

regulations in the

social and

economic area

419-1-a

-

EROAD has zero risk policy for non-compliance with laws and regulations.

We are not aware of any such non-compliance incidents.

EROAD Sustainability Report 2022 | GRI INDEX96

---

EROAD Annual Report 20221
Annual Report

20

22

Safer and more sustainable roads

We are

EROAD

EROAD Annual Report 2022 | WE ARE EROADWE ARE EROAD | EROAD Annual Report 202223
OUR PURPOSE IS

SAFER AND MORE

SUSTAINABLE ROADS

WE PROVIDE

REGULATORY

AND SPECIALIZED

TELEMATICS

SOLUTIONS

OVER 200,000

CONNECTED

VEHICLES

across professional transport, refrigeration,

construction and waste & recycling

and over 8,000 customers in New Zealand,

North America and Australia

STABLE ASSET

RETENTION RATE OF

OVER 90%

GROWING

ANNUALISED

MONTHLY

RECURRING REVENUE

INCREASING

MOMENTUM

OF GROWTH,

TARGETING STRONG

GROWTH OF AT LEAST

$250M REVENUE

BY FY25

reflecting the quality of our service and

product offering

by winning new customers and growing

existing customers accounts increasing

their ARPU

A TALENTED AND

CAPABLE TEAM

INVESTED IN

CAPABILITY,

INVENTORY AND R&D

IN FY22 TO PREPARE

FOR GROWTH

WELL POSITIONED

TO EMERGE AS A

MAJOR PLAYER IN

INTERNATIONAL

TELEMATICS

driving the company forward

WE ARE

EROAD

EROAD Annual Report 2022 EROAD Annual Report 202245
CONTENTS

12Letters From Chair and CEO

18About EROAD

26Our Markets

34The Numbers

40Our Leadership Team

46Financial Statements

86Auditor’s Report

92Corporate Governance

114Renumeration Report

146Glossary

EROAD Annual Report 2022 EROAD Annual Report 202267
ABOUT THIS

REPORT

NON GAAP

MEASURES

EROAD has used non-GAAP measures when discussing financial

performance in this document. The directors and management

believe that these measures provide useful information as they

are used internally to evaluate performance of business units,

to establish operational goals and to allocate resources. Non-

GAAP measures are not prepared in accordance with NZ IFRS

(New Zealand International Financial Reporting Standards) and

are not uniformly defined, therefore the non-GAAP measures

reported in this document may not be comparable with those

that other companies report and should not be viewed in

isolation or considered as a substitute for measures reported by

EROAD in accordance with NZ IFRS. The non-GAAP measures

EROAD has used are Annualised Monthly Recurring Revenue

(AMRR), Costs to Acquire Customers (CAC), Costs to Service &

Support (CTS), EBITDA, Normalised EBITDA, EBITDA margin,

Normalised EBITDA margin, Free Cash Flow and Future

Contracted Income (FCI). The definitions of these can be found

on pages 146 of this report.

The 2022 Annual Report describes EROAD’s strategy, financial

performance and includes the Corporate Governance Statement

and the Remuneration Report. This report is published in

conjunction with EROAD’s FY22 Sustainability Report which

provides information on EROAD’s approach and performance in

relation to its most material social and environmental issues.

All numbers relate to the 12 months ended 31 March 2022

(FY22) and comparisons relate to the 12 months ended 31

March 2021 (FY21), unless stated otherwise. All dollar amounts

are in NZD, unless otherwise stated. This report covers the

twelve months ended 31 March 2022 and is dated 27 June

2022. GRI index references can be found throughout this

report. The index for these can be found on page 66 of the

FY22 Sustainability Report.

The Coretex merger completed on 30 November 2021. All

financials include four months of Coretex.

This report has been approved by the Board and is signed

on behalf of EROAD Limited by Graham Stuart, Chairman and

Susan Paterson, Chair of the Finance Risk and

Audit Committee.

Graham Stuart

Chairman

Susan Paterson

Chair of the Finance Risk and Audit Committee

EROAD Annual Report 2022 | FY22 HIGHLIGHTFY22 HIGHLIGHT | EROAD Annual Report 202289
FY22

HIGHLIGHTS

Financial result

reflects investment

in capabilites for

future growth

$114.9m$21.0m

REPORTED REVENUE

REPORTED EBITDA

FY21: $91.6m

reflecting the merger of Coretex and

organic growth across all markets

FY21: $30.4m

reflecting one-off transaction and

integration costs of $7.6m and increased

operating expenditure as EROAD invested

in capability to build momentum of growth

Significant period

of transition despite

challenging macro-

economic conditions

$134.6m

OVER

200,000

AMRR

CONTRACTED UNITS

FY21: $88.4m

reflecting growth in recurring revenues

from the Coretex acquistion, along with 

new units

FY22: 208,697 FY21: 126,203

reflecting both inorganic and

organic growth

Well positioned to

build greater growth

momentum over FY23

and beyond

$55.5793.4%

MONTHLY SAAS ARPU

EROAD STAND ALONE ASSET

RETENTION RATE

FY21: $58.30

reflecting improvement in selling additional

products, offset by a $1.64 negative FX

impact and Coretex’s historical revenue

model of selling hardware upfront 

FY21: 94.9%

Coretex 4 month asset retention rate

was 98.4%

$31.7m

CORETEX

MERGER

SPENT ON R&D

FY21: $21.3m

focused on improving product market

fit and increasing capabilities around

enterprise customers

improving product market fit, enterprise

capabilities and increased scale in

North America

EROAD Annual Report 2022 | FY22 HIGHLIGHTFY22 HIGHLIGHT | EROAD Annual Report 20221011
FY22

HIGHLIGHTS

Together with our

customers, partners &

world leading solutions,

we’ll create safer, more

sustainable roads

INAUGURAL

SUSTAINABILITY

REPORT

SUSTAINABILITY

POLICY LAUNCHED

reports on what matters to our stakeholders and

how we operate a sustainable business

working towards our customers,

employees and suppliers all

operating sustainably

CORETEX PRODUCTS

REDUCE FOOD,

CONSTRUCTION AND

INDUSTRIAL WASTAGE

PROGRAMME

OF WORK

COMPLETE

adding to the range of products we

offer that have a positive impact on

the environment

base year EROAD measurement

complete ahead of TCFD reporting.

FY23 report will include Coretex

HEAVY VEHICLE

DECARBONISATION

TOOL

COMING

SOON

SUPPORTING

GOVERNMENT’S

CARBON NEUTRAL

EFFORTS

utilises EROAD data to generate

actionable insights

as a member of the Ministry of Business

Innovation & Employment’s Fleet

Audit Panel and International Road

Federation’s ITS for Climate Impact

Mitigation taskforce

1213LETTER FROM THE CHAIR | EROAD Annual Report 2022EROAD Annual Report 2022 | LETTER FROM THE CHAIR
FY22 was a significant year of transition with the merger and

integration of Coretex being a game changer for EROAD.

EROAD has faced some challenges over the last 18 months

with slower growth in North America ahead of the merger,

unpredicted supply chain and labour market challenges

and Chief Executive uncertainty, all in a backdrop of falling

technology stock prices which has seen our share price

underperform.

Let me take this opportunity to reassure you the Board

and Management have a laser-sharp focus on improving

shareholder value. We remain confident that the Coretex

merger gives us scale and importantly fills technology and

capability gaps, and we are undertaking a strategy refresh

over H1 FY23 to ensure we maximise our growth potential.

The Board has now appointed Mark Heine as Chief Executive

Officer who has the capabilities to lead EROAD to perform

consistently and deliver on its growth strategies.

Our New Zealand business had yet another strong year and

our Australian business delivered a positive EBITDA for the

first time, all while the staff and the business dealt with the

continuing uncertainties and challenges thrown at us by

COVID-19. In North America we focused on improving our

product market fit and enterprise capabilities and we started

to see this market regain some momentum in Q4 following the

completion of the merger.

EROAD staff have had a challenging year and have every

reason to be proud of what has been achieved in challenging

conditions during FY22.

LETTER FROM

THE CHAIR

Graham Stuart

Chairman

NEW CHIEF EXECUTIVE APPOINTED

In April this year, we announced that EROAD’s founder, Steven

Newman, had stepped down from EROAD’s Board and as Chief

Executive Officer for personal reasons. Over his long career

as an entrepreneur, Steven has been an innovative visionary

in digitizing the transport sector with the aim of making our

roads safer and more sustainable. In EROAD, he has created a

great New Zealand success story and positioned it to become

a significant player in the international telematics market. We

would like to take this opportunity to thank Steven again for

his leadership, vision and enormous work ethic without which

EROAD would not be where it is today.

The Board began a global search process in late 2021 for a new

Chief Executive Officer to allow Steven Newman to step back

from the day-to-day responsibility of leading the company.

On Steven’s resignation the EROAD Board had no hesitation

in appointing Mark Heine, EROAD’s General Counsel and

Company Secretary as Acting Chief Executive Officer while the

Board concluded the process. Following Steven’s unexpected

resignation, the Board had to reconsider the skillset a new Chief

Executive Officer needed to bring to EROAD.

The Board is extremely pleased to announce the appointment

of Mark Heine as EROAD’s Chief Executive Officer. Given Mark’s

deep knowledge of the business, team building skills, and

understanding of the company’s strategy he emerged as the

stand-out candidate. Mark has empowered the team and won

the respect of all. EROAD’s Board has been impressed by

Mark’s leadership and commercial skills. His in-depth knowledge

of the business will be invaluable as we complete the integration

of Coretex.

ENSURING WE HAVE THE RIGHT SKILLS

AROUND THE BOARD TABLE

During the year we welcomed Sara Gifford, an additional North

American director, and Selwyn Pellett, former CEO of Coretex,

to the EROAD Board. Sara brings to the Board an excellent

understanding of enterprise customers’ needs combined with

extensive experience in technology development and logistics

and insights into the North American market. Selwyn joined

the Board as an Executive Director and an advisor during the

Coretex integration period and brings a wealth of experience, in

telematics and network security in particular.

The Board continues to review its composition and the

skill sets necessary to ensure we have a range of different

perspectives and experience to deliver strong and sustainable

growth momentum and continue to build shareholder value. A

search for an additional North American based director will be

commenced soon and we expect an appointment to be made

within the next six months.

The Board is conscious of its obligations to provide

transparency to stakeholders and this year we have elected to

voluntarily comply with the Australian say on pay regime, by

publishing a comprehensive remuneration report in this report and

putting a vote for adoption at the same time as our 2022 ASM.

TOGETHER WITH OUR CUSTOMERS,

PARTNERS & WORLD LEADING

SOLUTIONS, WE’LL CREATE SAFER, MORE

SUSTAINABLE ROADS

EROAD’s purpose is safer and more sustainable roads. We have

the opportunity, through our customers and partners, to keep

our community safe, conserve and improve the environment and

support economic growth. We are proud to be producing our

inaugural Sustainability Report, alongside this Annual Report, to

demonstrate the great work we are doing in this space already.

Sustainability and Sustainability Reporting is a journey, one

which we are committed to and one we encourage our

customers to join us on. This report takes a major step, through

our work with the Toitū Carbon Reduce programme, and gives

our baseline emissions for FY22, which is the first step towards

TCFD reporting, which we will begin in FY23.

We would encourage you to read the Sustainability Report

in conjunction with this Annual Report. The report not only

outlines the great work our products and services do but it

outlines our approach to the areas of our business that are

critical for EROAD to have a sustainable future – our people, our

customer service, and the reliability of our data.

LOOKING FORWARD

The goals for the business in the coming year are

straightforward, we must complete integration with the Coretex

business and build growth momentum in our North American

market, without taking a backward step in New Zealand or

Australia. Quite simply FY23 is a year of delivery.

EROAD has entered FY23 with an annualised monthly recurring

revenue of $134.6m, this is the base against which our revenue

growth will be measured. The Board has provided revenue

guidance for the year in the range of $150 million to $170

million, the width of the range reflecting the uncertain timing

of achieving larger enterprise sales. We expect that with

our strengthening presence in North America, sales growth

momentum will steadily build and we have provided a revenue

goal of at least $250m by FY25.

We expect normalised EBIT to fall from $0.9 million to between

a loss of $5 million and breakeven. Principally reflecting

increased non-cash depreciation and amortisation following

the Coretex merger. The Board and management team are

conscious that top-line growth without returning improved

operating leverage is not sustainable or conducive to building

shareholder value. In FY23 we will have completed building the

platform to deliver improving EBIT margins.

We have set these goals for ourselves knowing that in FY23

we can do better than we did in FY22 but also aware that we

are operating in turbulent market conditions. The competition

for talented staff has not been fiercer than EROAD is now

experiencing, the tide has quickly turned in our capital markets,

inflation is at the highest levels this century and in each of our

markets COVID-19 and its aftereffects continue to disrupt our

supply chains and supress economic growth.

EROAD’s solutions deliver bankable returns on investment for

our customers at relatively modest levels of capital expenditure.

This factor alone should ensure that we can navigate through an

economic downturn without losing too much momentum. The

sound investments made over the recent years, and that will be

completed during FY23, will ensure that we have the people and

the technologies to provide winning solutions to our customers

and to deliver on our purpose of providing safer and more

sustainable roads.

Thank you for your continued support of EROAD and we look

forward to seeing you at the ASM on 28 July.

1415LETTER FROM CEO | EROAD Annual Report 2022EROAD Annual Report 2022 | LETTER FROM CEO
My three months as Acting Chief Executive Officer has reinforced

my view that EROAD is extremely well positioned with the

merger of Coretex, providing an excellent platform for future

growth. I’m delighted to be accepting the role as Chief Executive

Officer and to lead EROAD at a pivotal point in its history.

We have made significant investment in our capability and now is

the time to deliver on that investment. We will sharpen our focus

to ensure delivery on our North American strategy while retaining

focus on our successful New Zealand business and the growth

Australia provides in the medium term.

Before I talk about the year that was, let me start by thanking

both Steven Newman and the EROAD staff for their support as

I transitioned into the Acting Chief Executive Role. I know the

EROAD team and strategy well which will make my transition into

the Chief Executive Role a seamless one. Our people are crucial

to EROAD’s success so I’m excited to lead such a talented and

motivated team. Together we can deliver on our strategy and

drive this business forward.

LETTER FROM CHIEF

EXECUTIVE OFFICER

FY22 FINANCIAL RESULTS

Revenue increased from $91.6m to $114.9m and Annualised

Monthly Recurring Revenue increased from $88.4m to $134.6m

reflecting the growth in recurring revenues from organic growth

and the merger with Coretex. Over the period, contracted

units grew by 65% to 208,697 and EROAD’s stand-alone Asset

Retention Rate remained high at 93.4% (FY21: 94.9%). During

FY22 we experienced softer growth in North America as our

small-to-medium customers were impacted by driver and truck

shortages and loss of underlying contracts. We also saw our

pipeline of opportunities delayed with the delay in completing

the merger with Coretex and the rollout of its next generation

Corehub platform, and broader economic conditions.

Operating expenditure increased significantly from $61.2m to

$93.9m reflecting four months of Coretex’s operating costs and

supply chain and inflationary pressures. Accordingly, Reported

EBITDA reduced from $30.4m to $21.0m and Normalised

EBITDA fell from $28.8m to $27.3m.

Free cashflows in FY22 were impacted by a combination of the

merger of Coretex, R&D investment and growth in inventory

as global supply chain pressures were addressed. EROAD

recently renegotiated a new syndicated debt facility of $90m

to provide future capacity to grow. Headroom of around $58m

will support the R&D and integration investment planned for

FY23 and fund hardware to enable EROAD to pursue large

Enterprise opportunities.

THE MERGER OF CORETEX

In what was a major milestone for EROAD, on 30 November

2021, we completed the Coretex merger after receiving

overwhelming support from shareholders and approvals from

the Overseas Investment Office and NZ Commerce Commission.

The expanded EROAD team brings a wider set of talent and

solutions, particularly in North America, to deliver increased

benefits to our existing and prospective customers.

We have made significant progress on the integration of the

Coretex business already with sales activities underway with the

Coretex 360 platform and Corehub hardware solutions provided

as EROAD’s next generation platform solution. The merger also

provided access to a large pipeline of enterprise customers and,

since completion, solid progress has been achieved towards

securing this business, with a number of pilots for potential

large enterprise customers in progress. In the North American

market alone, EROAD currently has eight Enterprise customer

pipeline opportunities at the pilot stage relating to potential

opportunities of around 26,000 connected vehicles.

The merger accelerates EROAD’s growth by:

• giving us capability and experience in new industries – in

addition to the professional trucking vertical which EROAD has

operated in for a number of years, we now provide products and

services for refrigerated transport, construction and civils and

waste & recycling;

• broadening our produc

t-market fit by expanding our product

offering with products more appealing to enterprise and North

American customers becoming a bigger player in North America

and Australian markets giving us more credibility to win new

customers – North American revenue increased from $30.6m in

FY21 to $40.3m in FY22 and our largest customer is now a North

American customer with 10,500 connected vehicles.

Significant effort has been made to integrate the two teams to

encourage the appropriate culture of inclusiveness, diversity

and collaboration that ensures we attract and retain the right

people. The Coretex business had achieved considerable success

in the North American enterprise market in its customer verticals

and we now have the opportunity to build on this combined

strength. Coretex’s next generation hardware and platform

are critical to this success and we are also pleased to benefit

from the leadership of Coretex’s NA President & COO Akinyemi

Koyi (“AK”), who also previously was at the helm of Coretex’s

technology development for over seven years, and is now the

new President of the merged North American EROAD business.

We are even more excited now by the Coretex merger than we

were at the time we announced the deal. As we go through

the integration process our confidence in the Coretex products,

platform and pipeline only grows. Throughout FY23 we will

continue to focus on progressing the integration of the two

businesses to maximise the synergies and opportunities and

deliver on our growth ambitions. We expect to deliver the key

product and platform integration by the end of this calendar year.

LETTER FROM THE CHAIR AND CEO | EROAD Annual Report 20221617EROAD Annual Report 2022 | LETTER FROM CEO
Mark Heine

Chief Executive Officer

FY23 OUTLOOK

Looking ahead to FY23, growth momentum is expected to

further build through the year with the successful conversion of

some of the North American enterprise pipeline opportunities.

The enterprise pipeline remains robust with a total of 18 pilots

with enterprise customers, representing some 30,700 unit and

10,000 microtags across all markets.

It is anticipated Revenue will be between $150 million to $170

million reflecting the contribution of a full year of Coretex and

continued growth across all our markets. FY22 has been a

significant year of investment in capability to prepare for growth

and this investment will continue into FY23. As a result, EROAD

is targeting normalised EBIT (excluding one-off integration

costs) of between -$5m to breakeven (FY22: -$0.9m). This

reflects the step up in non-cash amortisation following

the Coretex merger and continued operating expenditure

pressures as the company experiences a tight labour market

and inflationary conditions. It is expected operating leverage

will improve from FY24 onwards as revenue growth builds

momentum and operating cost growth flattens.

Last year EROAD started a significant period of transition.

EROAD has accelerated its growth strategies and is well

positioned to build greater growth momentum over FY23 and

beyond. Longer term, based on FY22 AMRR, our forecasted

growth rate in-line with pre-COVID levels and launch of

functionality increasing ARPU, EROAD is targeting to deliver

ongoing strong growth in revenue, increasing to at least $250m

by FY25. EROAD’s cashflow, in conjunction with banking

facilities are sufficient to support these organic

growth ambitions.

I look forward to meeting you all and updating you on the progress

we have made towards delivering on our growth strategy.

ABOUT EROAD | EROAD Annual Report 202219EROAD Annual Report 2022 | ABOUT EROAD18
OUR BROADER AND IMPROVED

PRODUCT OFFERING

Hardware SolutionsAdd on Products and Services

EROADCORETEXEROADCORETEX

EhuboTMU1500Clarity DashcamPhilips ConnectIOT sensors and tag

Clarity Solo DashcamCoreHub

Next Generation

LogbookInspectCoretemp

EROAD WhereMinitagsCorevision camera

MyEROAD / 360 Hub

All Vehicles. All Assets. One Platform

Hardware enabling delivery of Saas subscriptions to solve customer problems

* EROAD’s Ehubo1, Coretex’s V301 , TMU750 and Gen-x are all included in unit numbers however come to the end of supply during FY23

Solving Customers Problems

ProductivityRoad Safety

Regulatory Compliance

Proof of Service

Food SafetyCertification of Quality

Measure and Reduce

Emissions

Industries

Professional TransportConstruction & Civils

Refrigerated TransportWaste & Recycling

EROAD continued to extend its platform offering with a focus

on opening up the addressable market for Enterprise customers.

During the year EROAD has released 10 enhancements and nine

new products to enable growth, including Clarity Solo Dashcam,

EROAD Analyst, EROAD Where Mini Tags, EROAD Geoalerts

and EROAD Satellite communications.

Through the merger of Coretex we have added our next

generation hardware and platform - the CoreHub and Core360,

significantly increasing our addressable market and product

market fit.

EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222021
OUR NEXT

GENERATION OFFERING

AA ccoommpplleettee,, ccoonnnneecctteedd nneettwwoorrkk tthhaatt wwoorrkkss wwiitthh yyoouurr ssyysstteemmss

Hardware and software alike, design of products focused on ease of use, safety,

flexibility and quality - to deliver accurate insights for customers

OOuurr nneexxtt ggeenneerraattiioonn ooffffeerriinngg

All vehicles. All assets. One platform.

DRIVER DEVICE

ELD & DVIR

Hours of Service

Messaging

Navigation

Job Workflow

Supports 3rd Party Apps

(Routeforme)

COREHUB

Wi-Fi Hub

Idle Time

Accelerometer

Engine Fault Codes

MyEROAD / 360 ENTERPRISE

SOLUTION

Analytics

Dashboards

Reporting

Alerting

Mapping

Replay

Action Engine

IFTA

Full Suite of APIs

Qualified Integration Team

Penske Integration

HOS APIs for JJ Keller

IoT TAGS & SENSORS

CAMERAS

HD Video streaming

Incident resolution

Driver Behavior

API

All Vehicles. All Assets. One Platform

A COMPLETE, CONNECTED NETWORK THAT WORKS WITH CUSTOMERS’ SYSTEMS

Hardware and software alike, design of products focused on ease of use, safety, flexibility and quality - to deliver accurate insights

for customers.

EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222223
WE NOW HAVE A BROADER AND IMPROVED SERVICE

OFFERING TO ENTERPRISE CUSTOMERS AND CUSTOMERS

FROM DIFFERENT INDUSTRIES

Road

Safety

ELD Fatigue

Management

Driver

Behaviour*

Video

Telematics*

Inspect

App*

CaRa

Alerts*

Re-Torque

Alerts*

Service

alerts*

Pre-trip

comms*

Regulatory

Compliance

NZAUUSA

Electronic

RUC

Driver

Logbook*

EWD Certification

underway*

FBT and

FTC*

ELD*WMT

Report

RUAF/IFTA

Report

Fuel tax

Report

CA ELD Certification

underway

Productivity

Real-time Location

& Geofencing*

Geofence

Alerts

Tracking &

Tracing

Engine and Fuel

Report*

Analysis

Dashboards*

Job

Management*

Satellite

Communications*

Analyst and

Data Connector*

EROAD

Share

APIs and

Integrations*

Two-way

Messaging

BookIt

App*

ECM

Diagnostics*

Asset

Tracking*

Trailer Tractor

Linking

Trailer Tracking &

Monitoring

Route

Optimisation +

Scheduling*

Work Orders

Push-to-cab*

Food Safety

Real time

Alerts

Core

Temperature

Monitoring*

Core

Temp*

Proof of

Service

Trace, Track &

Service verification

Quality

Assurance

Core

Temp*

Concrete

Assurance

Reduce

Time-to-pour

Proof

of Service

Missed Stop

Identification

Exception

Recording

Residential &

Commercial Waste App

PROFESSIONAL TRANSPORTREFRIGERATED TRANSPORT

CONSTRUCTION

 

WASTE

* Provides additional ARPU over and above normal subscriptions

* Helps customers with their sustainability efforts

EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222425
THE NEXT GENERATION

SOLUTION MEETS THE NEEDS

OF PROFESSIONAL TRANSPORT,

REFRIGERATED TRANSPORT,

CONSTRUCTION AND WASTE

INDUSTRIES

IN CAB PROFESSIONAL

TRANSPORT

REFRIGERATED

TRANSPORT

CONSTRUCTION WASTE AND

RECYCLING

CoreHub can easily connect and integrate

with AI Cameras, combining with driver

data and behaviour to give an indepth look

into the driver’s performance. CoreHub also

meets ELD certification and has a rule set

engine built in, ensuring the driver’s safety

and compliance.

Combine door, temperature and humidity

sensors with geofences and custom

alerting to create a comprehensive view

of reefer units, ensuring compliance and

safety across all loads.


Using the drum rotation sensor and water

add meter, collect detailed job data. Easily

integrate this data to dispatch systems and

automated job workflows to streamline

complex supply chain processes.

By installing bin sensors on the arms of the

truck, receive specific and detailed data

on exactly the customers the drivers have

visited. By combining this information with

specific routes, easily see in real time route

compliance and optimisation.

EROAD Annual Report 2022 | ABOUT EROADABOUT EROAD | EROAD Annual Report 20222627
OUR

MARKET

EROAD Annual Report 2022 | OUR MARKETOUR MARKET | EROAD Annual Report 20222829
NEW ZEALAND

CONTINUED EXECUTION OF STRATEGY

In New Zealand contracted units grew by 22% to 106,916 despite

COVID-19 lock-down restrictions and some supply chain issues.

This growth reflected the acquisition of Coretex, organic growth

of existing and new customers and sales of Clarity Solo cameras

since end of October 2021.

Reflecting the quality of EROAD’s product and customer

offering EROAD’s stand alone Asset Retention Rate remained

high at 97.3% with 608 customers (representing 22,961 units)

renewing their plan during the year.

It was a major year of renewals for the New Zealand market

with a number of large enterprise customers re-signing during

the year including New Zealand’s largest enterprise customer

Downer EDI Limited who renewed their contract for 5,500 units

through to December 2025. EROAD continued to expand its

relationship with Downer New Zealand through this contract by

also including a subscription to EROAD Analyst, EROAD Inspect

and In-cab pre-Trip Comms and service alerts in addition to

existing services provided by EROAD’s Safe Driver product.

In total, 606 customers added products and services such as

Clarity Dashcam, Logbook or BookIt to their plan, representing

some 34,089 subscriptions. This resulted in Average Revenue

per Unit (ARPU) increasing from $56.18 to $56.45.

FY23 FOCUS

Looking forward to FY23 we expect to see unit growth at similar

levels to pre FY21 (added 9,000+ connected vehicles pa), with

focus on increased sales of Clarity Dashcam. EROAD is well

underway with work to provide ESG solutions to customers

to help them decarbonise and convert to EV fleets. EROAD

currently has five pilots underway representing around 2,700

connected units.

New Zealand had an exceptional year reaching over

100,000 connected vehicles with growth in new and

existing customers

106,916$45.2m

UNITSEBITDA

(FY21: 87,892)(FY21: $38.8m)

60897.3%

CUSTOMERS RENEWED THEIR PLANEROAD ASSET RETENTION RATE

(22,961 UNITS)

(FY21: 95.8%)

97.3%606

CORETEX 4 MONTH ASSET

RETENTION RATE

CUSTOMERS ADDED PRODUCTS AND

SERVICES TO THEIR PLAN

(34,089 SUBSCRIPTIONS) 

$56.45

NZ MONTHLY SAAS ARPU

(FY21: $56.18)

EROAD Annual Report 2022 | OUR MARKETOUR MARKET | EROAD Annual Report 20223031
NORTH AMERICA

CONTINUED EXECUTION OF STRATEGY

In North America contracted units more than doubled from

35,437 to 87,682 units reflecting the acquisition of Coretex

which added 50,628 units at 30 November 2021 and

organic growth.

COVID-19 has impacted EROAD’s small-to-medium size

customers and as a result EROAD’s net sales were below

expectations throughout FY22 as we saw increased churn

through the 3G upgrade renewable programme. The 3G to 4G

upgrade programme is near completion with 94% of EROAD

legacy customers and 88% of Coretex legacy customers now on

4G hardware.

As a result of this increased churn and the loss of an Enteprise

customer who was acquired and aligned its technology with its

acquirer, EROAD’s stand alone Asset Retention Rate fell from

92.8% to 84.2%. Coretex’s 4 month Asset Retention Rate from

30 November 2021 was 98.3%.

CORETEX INTEGRATION

The initial focus of the Coretex integration was building sales as

quickly as possible in the North American market. The EROAD

and Coretex sales and marketing teams are now integrated

and aligned facing into the market as one organisation. Sales

activities for the new Coretex 360 platform and Corehub

hardware solutions are underway as EROAD’s next generation

product platform.

FY23 FOCUS

EROAD currently has eight enterprise customer pipeline

opportunities at the pilot stage relating to potential

opportunities of approximately 26,000 connected units. It is

expected growth momentum will build through the year with

the successful conversion of some of these opportunities.

Regained growth momentum following the Coretex

merger completion which improved product market fit

and enterprise capabilities

87,682$9.4m

UNITSEBITDA**

(FY21: 35,437)(FY21: $10.0m)

507

84.2%

CUSTOMERS RENEWED THEIR PLAN

EROAD ASSET RETENTION RATE

(8,364 UNITS)(FY21: 92.8%)

98.3%207

CORETEX 4 MONTH ASSET

RETENTION RATE

CUSTOMERS ADDED PRODUCTS AND

SERVICES TO THEIR PLAN

(3,815 SUBSCRIPTIONS)

US

$39.02

*

MONTHLY SAAS ARPU*

(FY21: US$42.95)

reflecting the high proportion of trailers

and purchase of hardware upfront with

Coretex’s customer base

*In NZ$ North America ARPU fell from NZ$65.03 in FY21 to NZ$56.38 in FY22

** Includes one-off COVID-19 grant revenue of $1.6m

EROAD Annual Report 2022 | OUR MARKETOUR MARKET | EROAD Annual Report 20223233
AUSTRALIA

CONTINUED EXECUTION OF STRATEGY

The size of our Australian presence increased significantly in

FY22 with contracted units increasing from 2,874 to 14,099

reflecting the acquisition of Coretex which added 7,892

contracted units on 30 November 2021 and the roll out of Ventia

AU adding 2,723 units. This market was impacted by continued

lock-downs throughout the year and as such EROAD only saw

organic growth adding 610 contracted units and 49 Clarity Solo

dashcams during the year.

FY23 FOCUS

Australia remains a substantial growth opportunity in the

medium term. For H1 FY23 the focus will be on Clarity Solo

cameras and EROAD Where tag sales, with further growth

momentum indicated following the launch of the fully integrated

Coretex and EROAD platform towards the end of 2022. In the

Australian market EROAD has five ongoing Enteprise customer

pilots for about 2,000 contracted units and 10,000 microtags.

Australia delivered its first year of positive EBITDA and strong

growth in ARPU reflecting the successful roll out of Ventia AU

and continued growth in small-to-medium customers

14,099

$0.1m

UNITSEBITDA

(FY21: 2,874)(FY21: $(0.9)m)

16

88.4%

CUSTOMERS RENEWED THEIR PLAN EROAD ASSET RETENTION RATE

(272 UNITS)(FY21: 93.7%)

99.4%148

CORETEX 4 MONTH ASSET

RETENTION RATE

CUSTOMERS ADDED PRODUCTS AND

SERVICES TO THEIR PLAN

(1,745 SUBSCRIPTIONS)

AU

$ 36.69

MONTHLY SAAS ARPU*

(FY21: AU$33.16)

*In NZ$ Australian ARPU increased from NZ$35.50 in FY21 to NZ$38.99 in

FY22

EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20223435
EROAD’s FY22 financial result reflects investment in capability

and an number of one-off impacts. The New Zealand business

had a exceptional year achieving good growth despite

the challenges that COVID-19 has brought. Australia too

demonstrated good growth and achieved positive EBITDA

for the first time as a result of the successfully roll out of the

Ventia contract and continuing to build small-to-medium size

customers. Connected vehicle growth in North America regained

moemetum in Q4 following the Coretex merger which improved

product market fit and enterprise capabilities.

REVENUE

Revenue increased 25% to $114.9m, with underlying SaaS

revenue growing 22% and revenue growth across all regions.

New Zealand revenue increased from $59.8m to $69.8m with

contracted units increasing from 87,892 to 106,916 including

the additional 7,637 units on 30 November 2021 following the

Coretex merger and organic growth of 11,387 units reflecting

growth in existing and new customers. New Zealand ARPU grew

from $56.18 to $56.45 as 606 customers added products and

services to their plan (representing some 34,089 subscriptions)

including dashcam Clarity, Logbook and Inspect sold to existing

customers. It was a major year of renewals in New Zealand with a

number of major enterprise customers re-signing during the year.

North American revenue increased from $30.6m to $40.3m

reflecting the significant scale in this region added through the

merger of Coretex which added 50,628 connected units as at

30 November when the deal completed. Organic growth of

1,617 connected units reflected churn that resulted from the 3G

upgrade programme renewals as challenging macro-economic

conditions impacted small-to-medium customers and the loss of

1,751 units as EROAD lost an enterprise customer who aligned its

technology with an acquirer. Connected unit growth started to

build momentum again in Q4 following the merger with Coretex

North American ARPU fell from US$42.95 to US$39.02 reflecting

the high proportion of trailers and purchase of hardware upfront

with Coretex’s customer base.

Revenue in Australia increased from $1.4m to $3.9m reflecting

the 7,892 units added at the time of the Coretex merger, the roll-

out of the Ventia AU contract (2,723 units and organic growth of

small-to-medium customers which added 610 units.

Following the acquisition of Coretex, revenue includes outright

hardware sales that do not have ongoing contractual conditions.

This is $2.5m for the 4 month period and is expected to reduce

over time as customers shift to rental models. Non-recurring

revenue including one-off acquisition accounting revenue

($1.3m) and early termination fees related to the large enterprise

customer in North America have increased other revenue. A

similar one-off item is also in FY21 (forgiveness of the North

American COVID-19 government support ($1.6m).

THE NUMBERS

OPERATING EXPENSES

Operating expenditure increased significantly from $61.2m to

$93.9m. This increase includes transaction and integration costs

($7.6m), four months of Coretex operating expenditure ($13.6m)

and increased employee costs ($8.3m) as EROAD invested

in its people capability in a tight labour market to ensure

delivery of future growth strategy. Growth in personnel costs

to deliver increased R&D and to manage global supply chain

pressures were two areas of investment during FY22, along with

inflationary pressures in competitive labour markets impacted by

COVID restrictions.

EBITDA

Reported EBITDA reduced from $30.4m

*

to $21.0m, representing

an EBITDA margin of 18%. For FY22, once transaction and

integration costs are excluded, normalised EBITDA is $27.3m, a

decrease from normalised EBITDA for FY21 of $29.1m. EROAD’s

normalised EBITDA margin is 24%. EBIT fell from $5.1m in FY21

to a reported loss of $7.2m and a normalised EBIT of $0.9m

reflecting significantly higher non-cash amortisation and

depreciation following the acquisition of Coretex.

Continued strong growth into existing customer fleets, along

with attracting new customers and continued high asset

retention has resulted in a 16% increase in New Zealand EBITDA

to $45.2m.

North American EBITDA fell $0.6m reflecting the one-off

COVID-19 grant received in FY21 and impacts of global supply

chain cost pressures related to legacy Coretex product.

Significant investment in sales and marketing was also made

during the year. H2 EBITDA grew 124% reflecting the larger

Coretex revenue base in North America.

FY22 is the first year Australia has had a positive EBITDA

following the acquisition of Coretex, due to roll-out of Ventia and

steady growth in small-to-medium customers.

FY21FY22

$

(18.6)m

$

(13.1)m

$

(12.8)m

$

(47.9)m

FY18FY19FY20FY21

-

30.0

40.0

20.0

10.0

-

40.0

20.0

80.0

100.0

60.0

120.0

FY18FY19FY20FY22

$

43.8m

$

10.5m

$

15.6m

$

27.1m

$

28.8m

$

21.0m

$

61.4m

$

81.2m

$

114.9m

FY21FY18FY19FY20FY22FY21FY21

-

30.0

40.0

20.0

10.0

$

10.5m

$

15.6m

$

27.1m

$

30.4m*

$

27.3m

FY18FY19FY20FY22FY21

$

91.6m

-

25.0

(25.0)

(50.0)

$

5.3m

EBITDA

REPORTEDNORMALISED

*

-31%-5%

FREE CASH FLOWS

EXCLUDING MERGER

FY21FY22

$

(18.6)m

$

(13.1)m

$

(12.8)m

$

(47.9)m

FY18FY19FY20FY21

-

30.0

40.0

20.0

10.0

-

40.0

20.0

80.0

100.0

60.0

120.0

FY18FY19FY20FY22

$

43.8m

$

10.5m

$

15.6m

$

27.1m

$

28.8m

$

21.0m

$

61.4m

$

81.2m

$

114.9m

FY21FY18FY19FY20FY22FY21FY21

-

30.0

40.0

20.0

10.0

$

10.5m

$

15.6m

$

27.1m

$

30.4m*

$

27.3m

FY18FY19FY20FY22FY21

$

91.6m

-

25.0

(25.0)

(50.0)

$

5.3m

-$53.2

REVENUE

FY21FY22

$

(18.6)m

$

(13.1)m

$

(12.8)m

$

(47.9)m

FY18FY19FY20FY21

-

30.0

40.0

20.0

10.0

-

40.0

20.0

80.0

100.0

60.0

120.0

FY18FY19FY20FY22

$

43.8m

$

10.5m

$

15.6m

$

27.1m

$

28.8m

$

21.0m

$

61.4m

$

81.2m

$

114.9m

FY21FY18FY19FY20FY22FY21FY21

-

30.0

40.0

20.0

10.0

$

10.5m

$

15.6m

$

27.1m

$

30.4m*

$

27.3m

FY18FY19FY20FY22FY21

$

91.6m

-

25.0

(25.0)

(50.0)

$

5.3m

+25%+25%

Corporate EBITDA loss grew $16.1m which included integration

and transaction costs ($7.6m) and 4 months of Coretex costs

($2.9m). Our R&D and global supply chain teams grew to address

pressure points. Border closures impacted labour markets, creating

inflationary pressure and increased annual leave costs were

incurred (with less leave taken during NZ lock downs).

DEPRECIATION AND AMORTISATION

Total Depreciation and Amortization increased from $25.3m to

$28.2m reflecting increased amortisation associated with the

merger of Coretex intangibles and growth in R&D activity.

BALANCE SHEET

Cash has decreased $43.2m following the purchase of Coretex

and growth in property, plant and equipment (PPE), as increased

inventory is held to ensure continuity of supply given global

supply chain pressures.

Other assets increased from $9.5m to $27.2m as a result of

the combination of an increase in our receivables balance

following the Coretex merger, growth in prepayments to secure

component parts and the reclassification of some intangible

costs to prepayments following the new IFRS guidance in

relation to treatment of Cloud.

Contract Fulfilment and Customer Acquisition Assets increased

by $2.0m (across both current and non-current portions)

reflecting growth and a strong period of renewals.

Intangibles growth from $40.6m to $228.4 primarily relates

to the purchase of Coretex and includes R&D, brand value,

customer contracts and goodwill. These were independently

valued to reflect fair market values. There has also been $23.7m

R&D development capitalised during the year.

Borrowings from long term bank loans have reduced form

$35.0 to $32.1m due to scheduled repayments. Other liabilities

includes an estimate for the contingent payable related to the

Coretex merger.

FREE CASH FLOW

Free cash flow (excluding the merger costs) fell by $53.2m to

-$47.9m reflecting growth in Property, Plant and Equipment

reflecting both unit growth but also the investment in inventory

to help ensure continuity of supply as global supply pressures

occur and increases in R&D, including outsourcing development

to support flexibility to scale up and down in the future.

*Restated

EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20223637
THE FINANCIAL METRICS

We measure ourselves by

MONITORING PERFORMANCE

leading growth indicators

MONITORING PERFORMANCE

profitability

ANNUALISED MONTHLY RECURRING REVENUE ($m)

COST TO ACQUIRE CUSTOMERS AS % OF REVENUE

FUTURE CONTRACTED INCOME ($m)

COST TO ACQUIRE PER UNIT*

30.0

60.0

90.0

120.0

150.0

66.5

84.0

88.4

134.6

-

FY19FY20FY22FY21

-

50

100

150

200

100.5

117.4

134.4

141.9

190.2

FY19FY18FY20FY22FY21

100

200

300

400

500

600

-

FY21FY22

$451

$587

Annualised Monthly Recurring Revenue (AMRR) increased

reflecting growth in recurring revenues from the Coretex

merger, along with new units and SaaS ARPU, supported by a

positive FX impact of $0.2m in FY22.

Future Contracted Income (FCI) increased with the merger

of Coretex and a considerable number of large enterprise

renewals in New Zealand along with the continuing 3G and 4G

roll-out in North America.

Total R&D spend of $31.7 m, of which $1.4m was spent on

integration. For FY23 Total R&D is expected to increase to

around $38m.

CAC would be expected to trend downwards over time as

revenue grows, reductions will be partly offset by investment

in development markets ahead of revenues.

Cost to Acquire has increased due to marketing spend

returning to pre-COVID levels and staff investment.

CTS has increased reflecting Coretex costs and ongoing billing

improvements and automated customer support. CTS will

improve over time as operations are integrated, scaled and

leverage increases.

* The cost to acquire per unit methodology has changed and is now based on gross unit growth (FY21 restated).

6

5

4

2

3

11

11

15

17

18

24

22

20

13

14

-

5

10

15

20

25

FY22FY21FY20FY19FY18

Total CACCAC CapitalisedCAC Expensed

MONITORING PERFORMANCE

enterprise value from existing

customer base

RESEARCH AND DEVELOPMENT ($m)ARPU

EROAD STAND ALONE

ASSET RETENTION RATE

COST TO SERVICE AND SUPPORTAS % OF REVENUE

5.0

10.0

15.0

20.0

25.0

30.0

35.0

-

13.4

5.1

8.3

9.6

13.1

23.7

6.0

8.2

8.0

15.6

21.3

31.7

FY19FY20FY22FY21

10

20

30

40

50

60

-

FY18

FY19

FY21FY22FY20

$

54.32

$

55.08

$

58.38

$

58.30

$

55.57

20

40

60

80

100

95.8%

94.4%

95.2%

94.9%

93.4%

*

-

FY18

FY19

FY21FY22FY20

Monthly SaaS ARPU down from FY21 reflecting

improvement in selling additional products, offset by

Coretex’s lower ARPU (due to historical revenue model of

selling hardware upfront) and a $1.64 negative

FX impact. 

EROAD’s Asset Retention Rate has remained relatively

stable over time. Significant  renewal programmes, in

particular North America with the 3G upgrade  programme

saw significant fleet reduction due to lagging COVID-19 

impacts. Coretex’s 4 month Asset Retention Rate was 98.4%.

5.0

-

1

2

3

4

5

6

7

FY22FY21FY20FY19FY18

4.6

4.5

4.6

6.4

CTS

R&D Expensed

R&D Capitalised

EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20223839
EROAD’S TRACK RECORD

FY22

FY21

(restated)

FY20FY19FY18

Income statement

Revenue $114.9$91.6m$81.2m$61.4m$43.8m

EBITDA $21.0m $30.4m

*

$27.1m$15.6m$10.5m

EBITDA margin18%34%33%25%24%

(Loss)/profit before tax$(10.4)m$2.6m $1.4m$(5.1)m$(5.9)m

Total comprehensive profit/(loss) after tax $(9.9)m$2.0m$(0.3)m$(6.0)m $(3.7)m


Balance sheet

Total current assets $61.5m$82.6$34.0m$43.9m$46.6m

Total non-current assets $305.6m$87.0m$91.8m$79.3m$64.5m

Total liabilities $119.4m$67.4$74.5m$71.9m$54.4m


Cash flow

Net cash inflow from operating activities $14.3m$28.1m$23.1m$14.3m$5.2m

Net cash outflow from investing activities $(134.6)$(22.8)$(35.9)m$(27.3)m$(23.8)m

Free cash flow $(120.3)m $5.3m $(12.8)m$(13.0)m$(18.6)m


Financial performance metrics

Annualised monthly recurring revenue $134.6m$88.4m$84.0m$66.5mn/a

Future contracted income $190.2m$141.9m$134.4m$117.4m$100.5m

R&D$31.7m$21.3m$15.6m$13.4m$9.8m

Monthly SaaS average revenue per unit $55.57$58.30$58.4$55.1$54.3

EROAD stand-alone asset retention rate93.4%94.9%95.2%94.4%95.8%

Cost to acquire customers as a % of revenue 14%13%20%22%24%

*Restated

EROAD Annual Report 2022 | THE NUMBERSTHE NUMBERS | EROAD Annual Report 20224041
OUR

LEADERSHIP

TEAM

EROAD Annual Report 2022 | OUR LEADERSHIP TEAM OUR LEADERSHIP TEAM | EROAD Annual Report 20224243
THE MANAGEMENT TEAM

MARK HEINE

Chief Executive Officer

Mark began his tenure as CEO in June 2022. With a deep knowledge of EROAD’s business

coupled with his well established legal expertise, Mark is best placed to lead EROAD.

Mark joined EROAD in 2015 after establishing himself as a well regarded lawyer in NZ and

Australia. He has experience across a range of legal areas including corporate, commercial,

M&A, litigation, privacy, IP and anti trust. Mark has also been employed as a barrister in New

Zealand and holds current practicing certificates for New Zealand and Australia.

He holds an LLB and BA from the University of Otago.

MATT DALTON

Chief Operating Officer

Matt is responsible for the global operations of EROAD, focusing on execution of strategy.

With a strong technical delivery background, prior roles include CTO and Director of

Professional Services along with a solid engineering foundation. Matt has global delivery

experience across multi region teams and customers; working throughout NZ, Australia, USA

and UK. Graduated from University of Auckland with a BCom.

AKINYEMI KOYI

President North America & Chief Innovation officer

Akinyemi Koyi (AK) has more than 20 years of experience as a leader and innovator in the

technology sector. Working in a variety of industries, Akinyemi has built, managed and

nurtured highly skilled, successful teams while overseeing complex engineering projects. He

joined EROAD in 2021 when EROAD acquired Coretex, a telematics company where Akinyemi

was Chief Operating Officer and Chief Technology Officer. Akinyemi brings to EROAD a

dedication to innovation, a people-focused leadership style and a commitment to creating

technology solutions that make our customers safer and more successful.

BRIDGET O’SHANNESSEY

Acting Chief People Officer

Bridget joined EROAD in January 2022 to lead the People & Capability Team. Bridget is a

highly experienced Human Resources practitioner both nationally and internationally. She

has worked with many leadership teams, boards and remuneration committees in both the

public and private sectors spanning a diverse range of industries including, manufacturing,

finance and technology. Bridget’s key focus is on organisational culture, leadership, talent and

succession, and employee value proposition.

KSENIJA CHOBANOVICH

Acting General Counsel

Ksenija joined EROAD over 5 years ago and in April 2022 she stepped into the role of Acting

General Counsel. Ksenija is a highly experienced legal professional with specialist knowledge

of telco, technology and SaaS businesses. With cross-jurisdictional expertise, Ksenija manages

EROAD’s legal function and ensures delivery of our strategic objectives. She holds an LLB and

BCom (Marketing) from the University of Wellington.

SARAH THOMPSON

Chief Product Officer

Sarah joined EROAD in March 2019 to oversee our product research and development.

She brings a wealth of experience to this global role that includes creating and executing

product strategy across a range of software companies, delivering to health and large

insurance organisations globally. Sarah joined from a similar role at Orion Health. She holds

a B(Des) and has attended the Executive Leadership Development program at Stanford

Business School.

TONY WARWOOD

Executive General Manager, ANZ Business

Tony leads our New Zealand and Australian businesses. Tony joined EROAD with our first

customers back in 2009. A qualified mechanic, he brings first-hand experience of the

challenges our customers face, given his foundational career included being a heavy vehicle

mechanic and fleet manager.

TIM HOGAN

Chief Technology Officer

Tim joined EROAD in December 2020 to lead our technology function. He has extensive

experience in the technology sector and has held key leadership roles at major global

companies including Warner Bros. and TiVo. He has previously launched and localised

technology services in 11 markets around the world.

NINA ELTER

SVP, Global Market Development

Nina joined EROAD in February 2012 and leads the Global Market Development team,

responsible for finding and evaluating new opportunities on the global landscape that

enable safer and sustainable roads for all. She is an international strategist and her career

spans more than 20 years working in the technology, trucking, tolling and fuel card sector

across Europe, the Americas and Australasia. Nina is a member of the executive committee

of the International Road Federation (IRF Global) and an active member of several other

international transportation associations and committees.

MARGARET WARRINGTON (DELANY)

Acting CFO

Margaret joined EROAD in September 2020 as Group Financial Controller and is currently

seconded into the acting CFO position. Margaret is highly experienced with more than 12

years in senior finance and commercial positions across a number of sectors. She joined

EROAD from Head of Finance at Summerset Group, and prior to this held CFO roles in

the public sector. She is a CA and graduated from Victoria University with a Bachelor of

Commerce and Diploma in teaching. Margaret also chairs GBB charitable trust, a national

charity with 3,000 volunteers.

EROAD Annual Report 2022 | OUR LEADERSHIP TEAM OUR LEADERSHIP TEAM | EROAD Annual Report 20224445
THE BOARD

GRAHAM STUART

Chairman, Independent Director,

Auckland

Appointed: January 2018, Chairman

from August 2018

Board Committees: Finance, Risk

and Audit, Remuneration, Talent and

Nomination

Graham brings extensive leadership and

governance experience. He has previously

served as CEO of Sealord Group and CFO then

Director of Strategy and Growth at Fonterra.

More than half his executive career was spent as

Chief Financial Officer or equivalent and he has

business experience across Asia, Europe, the UK

and Latin America. In addition to his impressive

executive resume, Graham brings significant

board experience in NZ, Europe, Australia, and

Latin America and currently serves on four

listed company boards. Graham holds a Master’s

degree in Science and a Bachelor of Commerce

in Finance.

BARRY EINSIG

Independent Director, Pennsylvania

Appointed: January 2020

Board Committees: Remuneration, Talent

and Nomination

Located in Pennsylvania, Barry brings

considerable knowledge of the North American

transport market as well as global automated

and connected vehicle expertise. He is currently

a Vice President at Econolite and has held

other senior leadership positions within the

transport industry. Barry was an advisor to

the Singapore Ministry of Transportation on

their Highly Automated Vehicle Programme.

In addition, he has reviewed work undertaken

by the Transportation Research Board and has

created patent-approved technology used in

Public Safety Networks. Barry holds a Bachelor

of Science (Environmental Biology).

TONY GIBSON

Independent Director, Auckland

Appointed: October 2009

Board Committees: Remuneration, Talent

and Nomination (Chairman) and Finance,

Risk and Audit Committees

Tony joined the EROAD Board in October 2009

and brings more than 30 years’ experience in

shipping, logistics, technology and governance.

Tony is one of New Zealand’s most experienced

transport professionals, having previously

served as the Chief Executive of Ports of

Auckland and in 2008 the Minister of Transport

appointed him to the Road User Review Group.

Tony has worked in various senior management

positions across Africa, Asia and Europe and

is currently a director for Marsden Maritime

Holdings and North Tugz. He is currently

EROAD’s longest serving director.

SARA GIFFORD

Independent Director, Massachusetts

Appointed: April 2022

Board Committees: Remuneration,

Talent and Nomination

Based in Boston, Sara has extensive leadership

experience in software companies and is well

versed in logistics, transportation, product

implementation, and sales. She has significant

business experience across North America,

Europe, Southeast Asia, Australia, and NZ.

Sara served as the Chief Solutions Officer and

executive board member of Quintiq and is a

director of North American company Spiro. Sara

is also the co-founder and director of Activote,

a non-partisan application enabling voting in

North America. Sara holds a Bachelor of Science

in Computer Engineering and a Master’s of

Science in Software Engineering.

SUSAN PATERSON

Independent Director, Auckland

Appointed: March 2019

Board Committees: Finance, Risk and

Audit (Chair) and Remuneration, Talent

and Nomination Committee

Susan is a highly sought-after professional

director with more than 25 years Board/Chair

experience in NZX/ASX listed companies,

private companies, government entities and

not for profits. With a pharmaceutical and

management background and an MBA (London

Business School), she has worked in a range

of consulting and management positions

throughout New Zealand and internationally.

Susan is an appointed Officer of New Zealand

Order of Merit (services to governance) and was

awarded Chartered Fellow status by the Council

of the Institute of Directors. Susan holds an

MBA and Bachelor of Pharmacy.

SELWYN PELLETT

Executive Director, Auckland

Appointed: December 2021

Board Committees: Remuneration,

Talent and Nomination

Selwyn is an acclaimed technology

entrepreneur with more than 40 years’

experience in electronics supply chains,

enterprise level network security and telematics

in Asia, Australia, NZ, North America and

Europe. He has extensive experience in

international sales, marketing, strategic

planning and supply chain management,

spanning small start-ups to multibillion-dollar

corporations. Selwyn was the founder and CEO

of Coretex Limited before the merger with

EROAD, and the previous co-founder, CEO and

Chairman of Endace Ltd. Selwyn’s leadership,

vision and significant contribution to New

Zealand’s technology sector was recognised

by the New Zealand Hi Tech Association who

named him as a ‘Flying Kiwi’ in 2009.

EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20224647
FINANCIAL

STATEMENTS

EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20224849
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2022

2022

Restated

2021

Notes

$M's$M’s

Revenue3 114.9 91.6

Operating expenses4(93.9)(61.2)

Earnings before interest, taxation, depreciation and amortisation

21.0

30.4

Depreciation of property, plant and equipment14(10.4)(9.6)

Amortisation of intangible assets16(11.0)(8.9)

Amortisation of contract and customer acquisition assets7(6.8)(6.8)

Earnings before interest and taxation

(7.2)

5.1

Finance income0.10.2

Finance expense(3.3)(2.7)

Net financing costs8

(3.2)

(2.5)

(Loss)/profit before tax (10.4)2.6

Income tax benefit90.8(0.1)

(Loss)/Profit after tax for the period attributable to the

shareholders

(9.6)2.5

Other comprehensive income

Items that are or may be reclassified subsequently to profit or loss(0.3)(0.5)

Total comprehensive (loss)/profit for the period(9.9)2.0

(Loss)/Earnings per share - basic (cents)

11

(10.07)3.33

(Loss)/Earnings per share - diluted (cents)

11

(9.98)3.33

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

*Refer to Note 2(h) for details on 2021 restatement.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2022

2022

Restated

2021

Notes$M's$M’s

Current assets

Cash and cash equivalents12 13.9 57.1

Restricted bank accounts12 14.7 10.5

Trade and other receivables13 27. 2 9.5

Contract fulfilment costs7 3.6 3.0

Costs to obtain contracts7 2.1 2.5

Total current assets 61.5 82.6

Non-current assets

Property, plant and equipment14 61.7 34.7

Intangible assets16 228.4 40.6

Contract fulfilment costs7 3.3 2.4

Costs to obtain contracts7 1.9 1.0

Deferred tax assets10 10.3 8.3

Total non-current assets 305.6 8 7.0

Total assets 3 67.1 169.6

EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20225051
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued)

AS AT 31 MARCH 2022

2022

Restated

2021

Notes$M's$M’s

Current liabilities

Borrowings18 2.1 6.4

Trade payables and accruals17 37.1 7. 8

Payables to transport agencies12 15.0 10.5

Contract liabilities19 5.7 3.9

Lease liabilities15 1.4 1.0

Employee entitlements 4.6 2.4

Total current liabilities 65.9 32.0

Non-current liabilities

Borrowings18 30.0 28.6

Contract liabilities19 6.2 2.7

Lease liabilities15 4.3 4.2

Derivative financial liabilities20 0.2 -

Deferred tax liabilities10 12.8 -

Total non-current liabilities 53.5 35.5

Total liabilities 119.4 67. 4

Net assets 247.7 102.1

Equity

Share capital11 293.3 131.7

Share capital premium/discount (6.5)-

Reserves (3.7)(3.4)

Accumulated loss (35.4)(26.2)

Total shareholders' equity247.7102.1

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2022

Share

Capital

Share

Premium/

Discount

Accumulated

loss

Translation

Reserve

Hedging

Reserve

Total

Notes$M’s$M’s$M’s$M’s$M’s

Balance as at 1 April 2020,

as previously reported

80.7 - (26.5) (2.9)- 51.3

IFRS change in accounting policy,

net of tax

2(h) - - (3.0) - - (3.0)

Restated balance as at 1 April 2020 80.7 - (29.5) (2.9) - 48.3

Restated profit after tax for the period - - 2.5 - - 2.5

Other comprehensive income - - - (0.5)- (0.5)

Total comprehensive income for the

period, net of tax

- - 2.5 (0.5) - 2.0

Transactions with owners

of the Company

Equity settled share-based payments - - 0.8 - - 0.8

Share capital issued

11

51.0 - - - - 51.0

Restated balance at 31 March 2021 131.7 - (26.2) (3.4) - 102.1

Balance at 1 April 2021 131.7 - (26.2) (3.4) - 102.1

Loss after tax for the period - - (9.6) - - (9.6)

Other comprehensive income - - - (0.1) (0.2) (0.3)

Total comprehensive loss for the

period, net of tax

- - (9.6) (0.1) (0.2) (9.9)

Transactions with owners

of the Company

Equity settled share-based payments 1.3 - 0.4 - - 1.7

Share capital issued

11

80.4 - - - - 80.4

Share capital issued relating to

business combination

11

79.9 (6.5) - - - 73.4

Balance at 31 March 2022 293.3 (6.5) (35.4) (3.5) (0.2) 247.7

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Chair of the Finance, Risk and A

udit Committee, 26 May 2022

Chairman, 26 May 2022

EROAD Annual Report 2022 | FINANCIAL STATEMENTSFINANCIAL STATEMENTS | EROAD Annual Report 20225253
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2022

2022

Restated

2021

Notes$M’s$M’s

Cash flows from operating activities

Cash received from customers109.492.3

Payments to suppliers and employees(92.2)(61.7)

Interest received0.1-

Interest paid(2.9)(2.5)

Tax (paid)/received(0.1)-

Net cash inflow from operating activities 14.3 28.1

Cash flows from investing activities

Payments for investment in property, plant & equipment14(28.4)(4.7)

Payments for investment in intangible assets16(24.9)(13.1)

Payments for investment in contract fulfilment assets7(5.7)(3.5)

Payments for investment in customer acquisition assets7(3.2)(1.5)

Payments for investment in subsidiary, net of cash acquired2(i)(72.4)-

Net cash outflow from investing activities (134.6) (22.8)

Cash flows from financing activities

Receipts from bank loans1832.11.7

Repayments of bank loans18(35.0)(2.5)

Payment of lease liability15(1.6)(1.6)

Receipts from issue of equity85.052.9

Payments for costs of raising equity(3.4)(2.1)

Net cash inflow from financing activities 7 7.1 48.4

Net (decrease)/increase in cash held (43.2) 53.7

Cash and cash equivalents 57.1 3.4

Closing cash and cash equivalents 13.9 57.1

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.


RECONCILIATION OF OPERATING CASH FLOWS WITH REPORTED PROFIT AFTER TAX

FOR THE YEAR ENDED 31 MARCH 2022

2022

Restated

2021

Notes$M’s$M’s

Reconciliation of operating cash flows with reported profit after

tax

Profit after tax for the year attributable to the shareholders(9.6)2.5

Add/(less) non-cash items

Tax asset recognised(1.1)0.1

Depreciation and amortisation28.225.3

Other non-cash expenses/(income)1.4(1.1)

28.524.3

Movements in other working capital items

Decrease/(increase) in trade and other receivables(10.4)2.7

Increase/(decrease) in contract liabilities5.3(1.6)

Increase/(decrease) in trade payables, interest payable and

accruals

0.5 0.2

(4.6)1.3

Net cash from operating activities14.328.1

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20225455
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

NOTE 1 REPORTING ENTITY AND STATUTORY BASE

EROAD Limited (the “Company”) is a company domiciled in New Zealand registered under the Companies Act 1993 and listed on the

New Zealand Stock Exchange (NZX) Main Board and Australian Stock Exchange (ASX). The Company is a FMC reporting entity for the

purposes of the Financial Markets Conduct Act 2013. The financial statements have been prepared in accordance with the requirements

of that Act and the Financial Reporting Act 2013. The consolidated financial statements comprise EROAD Limited and its subsidiaries (the

“Group”). The Group provides electronic on-board units and software as a service to the transport industry.

Other than as described in note 2(h), the accounting policies below have been applied consistently to all periods presented in these

financial statements.

NOTE 2 BASIS OF ACCOUNTING

(a) Basis of preparation

The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP).

The Group is a for-profit entity for the purposes of complying with NZ GAAP. The financial statements comply with New Zealand

equivalents to International Financial Reporting Standards (NZ IFRS) for Tier 1 entities, other New Zealand accounting standards, and

authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements also comply with International Financial

Reporting Standards.

(b) Changes in accounting policies

During the year, the Group revised its accounting policy in relation to upfront configuration and customisation costs incurred in

implementing SaaS arrangements in response to the IFRIC agenda decision clarifying its interpretation of how current accounting

standards apply to these types of arrangements. The new accounting policy is presented below. Comparative financial information has

been restated to account for the impact of the change – refer note 2(h).



Softw

are-as-a-Service (SaaS) arrangements

SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software over

the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider’s application

software, are recognised as operating expenses when the services are received.

Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional capability to,

existing on-premise systems and meets the definition of and recognition criteria for an intangible asset. These costs are recognised as

intangible software assets and amortised over the useful life of the software on a straight-line basis. The useful lives of these assets are

reviewed at least at the end of each financial year, and any change accounted for prospectively as a change in accounting estimate.

(c) Going concern


As at balance the Group’s current liabilities exceeded its current assets by $4.4 million, however adjusting for contract assets and liabilities

and non-cash contingent consideration the Group had net current assets of $1.0 million. The directors have carefully considered the

ability of the Group to continue to operate as a going concern for at least the next 12 months from the date the financial statements

are authorised for issue. It is the conclusion of the directors that the Group will continue to operate as a going concern and the financial

statements have been prepared on that basis.

In reaching their conclusion the directors have considered the following factors:

-Cash reserves as a

t 31 March 2022 of $13.9M and bank borrowing facility of $90M of which $57.3M was undrawn as at 31 March 2022

after including borrowing costs of $0.6M. This provides sufficient level of headroom to help support the business for at least the next 12

months from the date of issuance of these financial statements;

-The F

uture Contracted Income of $190.2M provides certainty of forecast revenue;

-The direc

tors have made due enquiry into the appropriateness of the assumptions underlying the budgetary forecasts;

(d) Basis of measurement

The financial statements are prepared on the historical cost basis, except for certain financial instruments carried at fair value.

(e) Presentation currency

The financial statements are presented in New Zealand dollars ($) which is the Group’s presentation currency, and all values are rounded

to million dollars to one decimal place ($M’s) except where stated. Items included in the financial statements of each of the Group’s

entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).

The functional currency of EROAD Limited is New Zealand dollars.

(f) Standards or interpretations issued but not yet effective and relevant to the Group


A number of new standar

ds, amendments to standards and interpretations are effective for annual periods beginning on or after a 1 April

2022.

The Group has not adopted, and currently does not anticipate adopting, any standards prior to their effective dates.

(g) Critical accounting estimates and judgements

In applying the Group’s accounting policies, management continually evaluates judgements, estimates and assumptions based on

experience and other factors, including expectations of future events that may have an impact on the Group. All judgements, estimates

and assumptions made are believed to be reasonable based on the most current set of circumstances available to the Group. Actual

results may differ from the judgements, estimates and assumptions.

The significant judgements, estimates and assumptions made by management in the preparation of these financial statements are

outlined within the financial statement notes to which they relate. These are :

-Recognition of deferred tax assets (refer to Note 10)

-Impairment testing – key assumptions underlying recoverable amounts, including recoverability of development costs (refer to Note 16)

-Fair values of assets and liabilities acquired (refer to Note 2(i))

-Capitalisation of development costs (refer to Note 16)

Impact of COVID-19

On 11 March 2020 the World Health Organisation declared a global pandemic as a result of the outbreak and spread of COVID-19.

Following this, in each of EROAD’s markets of New Zealand, the United States and Australia, lockdowns of varying severity were

introduced. Lockdowns continued in these markets during the year, and while some restrictions have eased in each of the markets

they have yet to return to the level of economic trading conditions prevalent prior to the COVID-19 crisis. Following the lockdowns

being initiated in 2020, EROAD was designated an essential service in each of its three markets and remained operational under its

communicable illness business continuity plan. EROAD continues to be considered an essential service in the current period. Despite this

designation, EROAD still experienced a loss in customer demand for new or replacement units and services, aside from those customers

who themselves were designated as essential services. Accordingly, each of EROAD’s markets were impacted differently due to the

differences in lockdown conditions, as well as the differing proportion of essential services customers in its total customer base. Like most

businesses we are unsure about the flow on implications of the pandemic in future periods.

Doubtful debts - COVID-19 Provisions

To ensure EROAD has recorded sufficient credit loss provisions to account for the estimated financial impact of any future defaults

EROAD has performed an assessment of estimated credit losses not yet identified but driven by the increase in credit default risk for its

customers. The assessment considered the following aspects:

• the risk level associated with the industry the customer is operating in, including whether this is an essential service;

• historical loss rates for each risk category; and

• macro economic conditions in the relevant market including COVID-19 responses and lock-down activity.

NOTE 2 BASIS OF ACCOUNTING (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20225657
(h) Retrospective restatement

As disclosed in note (b), the Group revised its accounting policy in relation to SaaS arrangements during the year resulting from the

implementation of agenda decisions issued by the IFRIC. Comparative financial information has been restated to account for the impact

of the change in accounting policy, as follows:


The flow on impact on these transactions to the March 21 financials plus further movements is as follows:

31 March

2020

previously

reported

AdjustmentsRestated

31 March

2021

previously

reported

Adjustments Restated

$M’s$M’s$M’s$M’s$M’s$M’s

Statement of financial position

Trade and other receivables - Prepayments10.7 1.7 12.4 8.2 1.3 9.5

Total current assets34.0 1.7 35.7 81.3 1.3 82.6

Intangible assets42.1 (5.8)36.3 45.3 (4.7)40.6

Deferred tax asset7. 5 1.1 8.6 7. 3 1.0 8.3

Total non-current assets91.8 (4.7)8 7.1 90.7 (3.7)8 7.0

Total assets125.8 (3.0)122.8 172.0 (2.4)169.6

Net assets51.3 (3.0)48.3 104.6 (2.5)102.1

Retained earnings(26.5)(3.0)(29.5)(23.7)(2.5)(26.2)

Total equity51.3 (3.0)48.3 104.6 (2.5)102.1

202120212021

$M’s$M’s$M’s

Statement of comprehensive income

Operating expenses(60.9)(0.3)(61.2)

Amortisation of intangible assets(9.9)1.0 (8.9)

Profit before tax1.9 0.7 2.6

Income tax benefit0.1 (0.2)(0.1)

Profit after tax for the period attributable

to the shareholders

2.0 0.5 2.5

No impact on statement of cash flows as relates to asset changes in the 1 April 2020 opening balance sheet.

(i) Acquisition of subsidiary

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The Group

controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to

affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial

statements from the date on which control commences until the date on which control ceases.


On 1 December 2021, the Group acquired 100% of the shares and voting interests in Coretex Limited, a telematics vertical specialist

provider delivering enterprise grade solutions.

The acquisition is expected to accelerate EROAD’s key growth metrics enabling it to access the significant growth opportunity in North

America and Australia (particularly with respect to Coretex’s focus on the Enterprise customer base). It also accelerates growth by adding

new strategic vertical markets, broadening product market fit and customer base and positions EROAD to become a bigger player in the

global telematics market.

For the four months ended 31 March 2022, Coretex contributed revenue of $13.9 million and loss before tax of $2.7 million to the Group’s

results. If the acquisition had occurred on 1 April 2021, management estimates that Coretex’s consolidated revenue would have been

$41.7 million and consolidated loss before tax for the year would have been $8.1 million. In determining these amounts management has

assumed that the fair value adjustments that arose on date of acquisition would have been the same if the acquisition had occurred on 1

April 2021.

Consideration transferred

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any

goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.

Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that

meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within

equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair

value of the contingent consideration are recognised in profit or loss.

The consideration for the acquisition of all of the shares of Coretex Limited, was comprised of cash, shares in EROAD Limited and a

contingent amount of both cash and shares. The acquisition date fair value of the total consideration transferred was $167.3 million made

up of:

Cash$74.4 million

Equity instruments (13,317,000 ordinary shares)$66.5 million

Contingent consideration$26.4 million

Total consideration paid or payable$167.3 million

i. Equity instruments issued

The fair value of the ordinary shares issued was based on the listed share price of the Company at 30 November 2021 of $4.99 per share.

ii. Contingent consideration

The Group has agreed to pay the selling shareholders in 12 months from transaction completion additional consideration of $14.5

million in cash and a maximum of 2,683,000 of ordinary shares based on the satisfaction of customer retention and platform suitability

performance criteria.

Assuming all criteria are met, the maximum contingent consideration payable is $14.5 million in cash and 2,683,000 shares.

The Group has included $26.4 million as contingent consideration, which represents its fair value at the date of acquisition. At 31 March

2022, the contingent consideration had decreased by $0.9 million due to remeasurement. The fair value of contingent consideration at

the balance date includes $12.4 million that will be settled in shares, of which $7.0 million has been recognised as equity within Share

Premium/Discount reserve as the number of shares that will be issued is fixed depending on the achievement of certain platform

suitability targets, and $5.4 million has been recognised as a liability within Trade Payables and accruals as the number of shares that will

be issued is variable based on the outcome of customer retention performance targets.

Acquisition related costs

The Group incurred acquisition-related costs of $3.6 million on legal fees and due diligence costs. These costs have been included in

‘operating expenses’.

Identifiable assets acquired and liabilities assumed

The following table summarises the fair values of assets acquired and liabilities assumed at the date of acquisition (using foreign

exchange rates on the acquisition date):



$M’s

Property, plant and equipment9.2

Intangible assets69.2

Deferred tax assets4.3

Cash and cash equivalents2.0

Trade and other receivables7. 3

Trade payables and accruals(9.6)

Employment liabilities(2.7)

Lease liability(1.3)

Deferred tax liabilities(16.2)

Total identifiable net assets acquired62.2

NOTE 2 BASIS OF ACCOUNTING (CONTINUED)NOTE 2 BASIS OF ACCOUNTING (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20225859
i. Measurement of fair values

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

Assets acquiredValuation technique

Intangible assetsCustomer relationships: The multi-period excess earnings method

The multi-period excess earnings method considers the present value of net cash flows expected to be generated

by the customer relationships, by excluding any cash flows related to contributory assets.

Brand: Relief from royalty method

The basic principle of the relief from royalty method is that without ownership of the subject intangible asset, the

user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the

rights to use that asset. By acquiring the intangible asset, the user avoids these payments.

Technology: The cost approach

The cost approach is based on the premise that a prudent investor would pay no more for an intangible asset than

its replacement or reproduction cost. The cost to replace the intangible asset would include the cost of constructing

a similar intangible asset of equivalent utility at prices applicable at the time of the valuation analysis. This estimate

may then be adjusted by losses in value attributable to obsolescence (physical, functional and/or economic).

Trade receivablesTrade receivables comprise gross contractual amounts due of $7.4 million of which $2.3 million was expected to be

uncollectible at the date of acquisition.

Fair values measured on a provisional basis

The following amounts have been measured on a provisional basis:

• Income tax payable related to North America pending completion of independent advisor’s review of the tax rate to be applied as well as

the required adjustments for differences between accounting and tax.

• Deferred tax liability related to North America intangible assets pending completion of independent advisor’s review of the tax rate to be

applied.

A rate of 21%, which is equal to the Federal tax rate in the US has been applied in determining provisional tax values in North America.

An adjustment may be required to account for the various State taxes. The determination of a State tax rate is complex as each State in

the US has its own rates and various components to which it calculates its tax base. The State tax rates vary from 0% to 12%. Given the

Coretex business operations cross many States, the percentage to apply will depend on how much business operations is taxable in each

State. We will continue to work with our advisers to determine what the appropriate adjustment to the percentage is to account for these

State taxes at acquisition date. The likely impact is a decrease to the net assets on acquisition and an increase to the resulting goodwill

for North America. There will likely be a flow on impact into the deferred tax balances of the Group when this adjustment is made.

If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of

acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the

accounting for the acquisition will be revised.


Goodwill

Goodwill arising from the acquisition has been recognised as follows:

$M’s

Consideration transferred167.3

Fair value of identifiable net assets62.2

Goodwill105.1

The goodwill is mainly attributable to growth from new customers, the skills and experience of Coretex’s workforce and the synergies

expected to be achieved from integrating the company into the Group’s business. None of the goodwill recognised is expected to be

deductible for tax purposes.

NOTE 3 REVENUE

2022 2021


$M’s$M’s

Revenue from contracts with customers

Software as a Service (SaaS) revenue 104.1 85.0

Hardware revenue 2.5 -

Other

Transaction fee revenue 3.0 2.6

Grant income1.3 2.6

Other income4.0 1.4

Total Revenues114.9 91.6

Set out above is the disaggregation of the Group’s revenue. The disaggregation reflects the nature, amount, timing and uncertainty of

revenue and cash flows are affected by economic factors. Specifically, software as a service (SaaS) revenue represents revenue earned

from customer contracts for the sale or rental of hardware, installation services, training and support services and provision of software

services. Hardware Revenue represents revenue earned from sale of hardware with no software as a service term. Transaction fee revenue

relates to the collection of Road User Charges (RUC) fees.

Hardware only revenue is recognised when control of the goods has transferred, being when the goods have been shipped to the

specified location. A receivable is recognised by the Group when the goods are delivered as this represents point in time at which the

right to consideration becomes unconditional, as only the passage of time is required before payment is due.

Transaction price allocated to the remaining performance obligations

The below table represents the revenue allocated to performance obligations that are unsatisfied or partially unsatisfied at the period

end. The revenue amounts yet to be recognised under non-cancellable contract agreements at 31 March are expected to be recognised by

EROAD based on the time bands disclosed below.


2022 2021

$M’s$M’s

Software as a Service (SaaS) revenue

No later than one year 83.6 72.3

Later than one year no later than five years 106.6 69.6

Total price allocated to remaining performance obligations 190.2 141.9

The Group reports the Non-GAAP measure, Future Contracted Income. The definition of Future Contracted Income includes all future

hardware and SaaS cash inflows relating to income under non-cancellable long-term agreements. The disclosure above aligns with the

Future Contracted Income reported by the Group.



Software as a service revenue

The Group has determined EROAD’s customers do not have the right to direct the use of EROAD’s asset (Ehubo, Corehub/THU1500) as

EROAD continues to have the right and ability to change how the asset operates during the customer’s contract period. These contracts

are therefore accounted for as service contracts. The Group generates revenue through the sale of hardware assets, rental of hardware

assets, installation of hardware assets and provision of software services as part of contracts with customers as part of a bundled

package. These hardware units enable customers to access the software platform offered by the Group. The transaction involving

hardware and accessories do not convey a distinct good or service. The sale does not transfer control to the customer as the Group

provides a significant service of integrating the software service to produce a combined output. The sale of the hardware, accessories

and software service are referred to as Software as a Service (SaaS) revenue, which is recognised on a straight line basis over the

contract period to reflect the fulfilment of the performance obligations as they arise. There are no variable consideration terms within the

contracts.

A contract liability is recognised where consideration is received in advance of the completion of associated performance obligations. The

contract liability is derecognised over time. As a result there is a financing component which the group recognise as a finance cost when

consideration is received in advance.

Hardware revenue with no contractual term for Saas is recognised when control of the goods has transferred, being when the goods have

been shipped to the specified location. A receivable is recognised by the Group when the goods are delivered as this represents point in

time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.


NOTE 2 BASIS OF ACCOUNTING

(CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226061
The Group offers installation services as part of a number of promises to transfer goods and services within each contract. Installation

services do not convey a distinct good or service and therefore are not a separate performance obligation as the installation is a set-up

activity that does not provide the customer a direct benefit other than access to the software services. As a result, the installation service

is considered as part of the single performance obligation; referred to as Software as a Service (SaaS) revenue, which includes the

software service and hardware sale or rental for which the customer simultaneously receives and consumes the benefit of the service.

Where installation revenue is received in advance of satisfying the performance obligation a contract liability is recognised. The contract

liability is derecognised over time evenly over the period of the contract as the customer derives the benefit evenly from the services

provided over the contract period. The majority of contracts are for 3 years and can be for a term of up to 5 years. As a result there is a

financing component which the group recognises as a finance cost when consideration is received in advance.

Transaction fees

The Group acts as an agent for transport authorities in the market that is operates in. Where fees are collected on their behalf, the Group

charges a commission. The revenue recognised is the net amount of the commission fee earned by the Group.

Grant income

Government grants are recognised at fair value in the statement of comprehensive income over the same periods as the costs for which

the grants are intended to compensate. No unfulfilled conditions or contingencies exist related to the government grants. As at 31 March

2022 no Covid-19 related grants were received (31 March 2021 $1.6million).

NOTE 4 EXPENSES

2022

Restated

2021

Notes$M’s$M’s

Personnel expenses - net of capitalised employee remuneration6 45.2 29.7

Administrative and other operating expenses 24.3 20.7

SaaS platform costs 15.3 9.8

Directors fees 0.5 0.4

Acquisition-related expenses 3.6 -

Integration-related expenses 4.0 -

Auditor's remuneration - KPMG 0.6 0.3

Other assurance services - KPMG 0.1 0.1

Tax compliance and advisory services - KPMG 0.3 0.2

Total operating expenses93.961.2

Other assurance services include half year and Callaghan Grant reviews and NZTA reasonable assurance.

During the year the costs expensed for Research and Development (including integration) was $8.0M (2021: $8.2M).

The int

egration related expenses include internal staff time.



NOTE 5 SEGMENT

AL NOTE

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a

reasonable basis. Unallocated items comprise income tax .

The Group has four segments as described below, which are the Group’s strategic divisions. The strategic divisions offer different services

and are managed separately because they require different technology, services and marketing strategies. For each strategic division, the

Group’s CEO (the chief operating decision maker) reviews internal management reports. The following summary describes the operations

in each of the Group’s segments.

EROAD reports selected financial information segmented by geographic location for operating companies and corporate and

development costs.

• Corporate & Development: Corporate head office costs and R&D activities for development of new and existing products

and services


North America:

Operating companies serving customers in North America


Australia: Operating companies serving customers in Australia


New Zealand:

Operating companies serving customers in New Zealand

These segments remain the same following the acquisition of the Coretex Group.

Inter

-segment pricing is determined on an arm’s length basis.

Reportable segment information

Information related to each reportable segment is set out below. Segment result represents Earnings before Interest, Taxation,

Depreciation & Amortisation (EBITDA), which is the measure reported to the chief operating decision maker.

Corporate &

DevelopmentNorth America New ZealandAustralia

2022

Restated

2021202220212022202120222021

$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s

Revenue

Software as a Service (SaaS)

revenue

0.3 0.3 35.0 27. 2 65.3 56.5 3.5 1.1

Hardware Revenue - - 2.4 - - - 0.1 -

Transaction fee revenue - - - - 3.0 2.6 - -

Other revenue ₁ 32.1 24.8 2.9 3.4 1.5 0.7 0.3 0.3

32.4 25.1 40.3 30.6 69.8 59.8 3.9 1.4

Earnings before interest,

taxation, depreciation &

amortisation

(33.9) (17.8) 9.4 10.0 45.2 38.8 0.1 (0.9)

Total assets 256.9 101.5 80.8 27.1 64.8 39.7 13.3 3.0

Depreciation of property,

plant & equipment

(1.5) (1.1) (3.8) (4.7) (5.2) (4.8) (0.3) (0.1)

Amortisation of intangible

assets

(8.8) (8.9) (1.7) - (0.3) - (0.2) -

Amortisation of contract and

customer acquisition assets

- - (1.5) (1.8) (5.0) (4.9) (0.3) (0.1)

₁ Revenue from Corporate & Development Markets includes R&D Grant Income of $1.3M (2021: $2.6M).

Reconciliation of information on reportable segments

2022

Restated

2021

$M’s$M’s

Revenue

Total revenue for reportable segments 146.4 116.9

Elimination of inter-segment revenue (31.5) (25.3)

Consolidated revenue 114.9 91.6

EBITDA

Total EBITDA for reportable segments 20.8 30.1

Elimination of inter-segment EBITDA 0.2 0.3

Consolidated EBITDA 21.0 30.4

Depreciation

Total depreciation for reportable segments (10.8) (10.7)

Elimination of inter-segment depreciation 0.4 1.1

Consolidated depreciation (10.4) (9.6)

Total assets

Total assets for reportable segments 415.8 171.3

Elimination of inter-segment balances (48.7) (1.7)

Consolidated total assets3 67.1 169.6

NOTE 3 REVENUE (CONTINUED)NOTE 5 SEGMENTAL NOTE (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226263
Allocation of goodwill and other intangible assets

Included within Total Assets are Development Assets of $88.3M (2021: $36.9m) which for the purpose of the segment note have

been allocated to the Corporate & Development Market based on the ownership of intellectual property. The amortisation for these

assets are also presented in the Corporate & Development segment. The Group’s cash generating units (CGUs) are North America,

New Zealand and Australia. For impairment testing purposes management allocate the Development Assets to the CGU based on the

specific CGU that the Development Asset relates to, or if the Development Asset is developed for use globally across all CGU’s, the

asset is allocated to CGU’s based on the proportionate share of the Group’s Contracted Units.

Also included in the total assets is the intangible assets acquired through the acquisition of the Coretex subsidiaries and resulting

goodwill. The allocation of these to cash-generating units has been done based on valuation expert advice.

The allocation of the Development Assets, goodwill and other intangibles to CGU’s within the following reportable segments for the

purpose of impairment testing was as follows:

2022

Development AssetsGoodwillBrandCustomer relationships

$M’s$M’s

North America

43.3 85.8 3.1 21.9

New Zealand 39.8 5.7 - 4.9

Australia 5.2 13.6 - 1.2

88.3 105.1 3.1 28.0

2021

Development AssetsGoodwillBrandCustomer relationships

$M’s$M’s

North America

13.9 - - -

New Zealand 21.6 - - -

Australia 1.4 - - -

36.9 - - -

Geographic information

The geographic information below analyses the Group’s revenue and non-current assets by the Company’s country of domicile and

other countries. In presenting the following information segment revenue has been based on the geographic location of customers

and segment assets were based on the geographic location of the assets.

2022

Restated

2021

$M’s$M’s

Revenue

New Zealand 72.1 61.2

All foreign countries:

USA 39.0 29.3

Australia

3.8 1.1

Total revenue 114.9 91.6

Non-current assets

New Zealand 206.5 65.2

All foreign countries:

USA 76.9 12.5

Australia 11.9 1.0

Total non-current assets 295.3 78.7

Non-current assets exclude financial instruments and deferred tax assets.

NOTE 6 PERSONNEL EXPENSES

20222021

$M’s$M’s

Salaries and wages - excluding capitalised commission costs 53.7 34.8

Annual leave 0.8 0.6

Performance bonus 0.8 1.1

Share-based payments 2.0 0.9

Salaries and wages capitalised to development and software assets (12.1) (7.7)

45.2 29.7

NOTE 7 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS

Capitalised contract fulfilment costs

The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract fulfilment

costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a term of up to 5 years.

Customers who do not sign up to a term have contract fulfilment costs expensed up-front.

Capitalised contract acquisition costs

The Group has applied a policy of capitalising only costs that are incremental in obtaining contracts with customers, typically sales

commissions. Contract acquisition costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and

can be for a term of up to 5 years. Customers who do not sign up to a term have contract acquisition costs expensed up-front.

The following table provides information about contract fulfilment and costs to obtain contracts with customers:

CONTRACT FULFILMENTCOSTS TO OBTAIN CONTRACTS

2022202120222021

$M’s$M’s$M’s$M’s

Opening net book value 5.4 5.9 3.5 4.8

Additions 5.7 3.4 3.1 1.6

Amortisation (4.2) (3.9) (2.6) (2.9)

Closing Net book value 6.9 5.4 4.0 3.5

Current 3.6 3.0 2.1 2.5

Non-current 3.3 2.4 1.9 1.0

NOTE 5 SEGMENTAL NOTE (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226465
NOTE 8 FINANCE INCOME & FINANCE EXPENSES

20222021

$M’s$M’s

Finance income

Interest income 0.1 -

Foreign exchange gains - 0.2

0.1 0.2

Finance expenses

Interest expense (2.4) (2.2)

Interest expense - lease liabilities (0.3) (0.3)

Interest expense - contract liabilities (0.2) (0.2)

Change of fair value of contingent consideration (0.4) -

(3.3) (2.7)

Net financing costs (3.2) (2.5)

NOTE 9 INCOME TAX EXPENSE

2022

Restated

2021

$M’s$M’s

(a) Reconciliation of effective tax rate

(Loss)/ Profit before income tax(10.4)2.6

Income tax using the Company’s domestic tax rate of 28% 2.9(0.3)

Non-deductible expense(2.3)-

Adjustment related to prior period(0.5)0.3

Utilisation of tax losses previously unrecognised1.3-

Current-year losses for which no deferred tax asset is recognised(0.5)-

Effect of different tax rates of subssidiaries operating overseas -(0.1)

Income tax expense 0.9 (0.1)

(b) Current tax expense

Current year- -

--

(c) Deferred tax expense

Current year 1.4 0.1

Adjustments related to prior period (0.5) -

0.9 0.1

At 31 March 2022 there were no imputation credits available to shareholders (2021: Nil)

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent

that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax payable also includes any tax

liability arising from the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied

to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate

to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current

tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable

that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and

are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

NOTE 10 DEFERRED TAX ASSETS/(LIABILITIES)

2022

Restated

2021

$M’s$M’s

Recognised deferred tax assets/(liabilities)

Deferred tax assets are attributable to the following:

Tax loss carry forward 13.0 11.5

Property, plant and equipment (3.9) 0.6

Intangibles (21.1) (5.9)

Provisions, accruals and other liabilities 1.7 1.1

Equity-settled share-based payments 0.7 0.4

Trade and other receivables, including contract assets 5.5 (0.7)

Lease liability 1.6 1.3

Total deferred tax (liability)/asset (2.5) 8.3

The movement in temporary differences has been recognised in profit or loss. Deferred tax assets have been recognised at a rates

between 21% to 30% at which they are expected to be realised.

Movement in temporary differences during the year:

Balance

2022

Recognised

in Profit

or Loss

Under/

(Over)

from Prior

Periods

Acquired in

Business

combinations

Currency

Translation

Restated

Balance

2021

$M's$M's$M's$M's$M's$M's

Tax loss carry forward 13.0 (2.0) (0.2) 3.7 - 11.5

Property, plant and equipment (3.9) (0.2) (4.0) (0.3) - 0.6

Intangibles (21.1) 0.5 - (15.8) 0.1 (5.9)

Provisions, accruals and other liabilities 1.7 1.0 (0.6) 0.3 (0.1) 1.1

Equity-settled share-based payments 0.7 0.3 - - - 0.4

Trade and other receivables including

contract assets

5.5 2.0 4.2 - - (0.7)

Lease liability 1.6 (0.2) 0.1 0.3 0.1 1.3

Total

(2.5) 1.4 (0.5) (11.8) 0.1 8.3

During the year an exercise was performed to align prior period adjustments to the correct deferred tax categories, to ensure consistency

with the balance sheet/nature of the deferred tax balances.

The New Zealand EROAD tax group consists of EROAD Limited, EROAD New Zealand Limited and EROAD Financial Services Limited.

Losses incurred within this group are transferred within the group with no compensation being recognised. Deferred tax assets have been

recognised in respect of these items as based on the expected profitability of the New Zealand Tax Group as it is considered that future

taxable profit will be available for utilisation against the carried forward losses. Coretex New Zealand Limited are currently not part of the

tax group however it will be considered for inclusion in the New Zealand tax group in the future.

NOTE 9 INCOME TAX EXPENSE

(CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226667
Determining the extent to which losses will be utilised requires judgement. The Group has forecast expected utilisation of tax losses. Key

assumptions included total contracted units, revenue and expense forecasts in line with Group budget and three-year forecast supported

by a robust strategic and business planning process.


The results of the forecasting indicate that there will be sufficient profitability within the New Zealand tax group and Coretex New Zealand

to utilise the existing tax losses. Losses incurred in recent years have been the result of a large investment creating the North American

market. The Group expect to be able to report significant improvements in profitability over the next three years as the business reaches

a sufficiently large subscriber base to self-fund operating and corporate costs. Due to the cumulative subscription nature of our business

model as well as certain operating expenses that do not scale at the same rate of unit and revenue growth, the business is expected to be

able to achieve its forecast growth in profitability.


As at 31 March 2022 the Group has tax losses of $67.5M (2021: $48.7M) that are available indefinitely for offsetting against future taxable

profits of the entity in which they arose, subject to meeting the relevant tax rules. $24.3M (2021:11.2M) of tax losses are unrecognised due

to lack of certainty of recovery.

NOTE 11 PAID UP CAPITAL

All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.

Notes

Number of

Ordinary Shares

Issue Price

$

Issued Capital

$

AT 31 MARCH 202181,896,340-131.7

Shares issued to employees-- 1.3

Shares issued in August 2021 equity placement 15,125,447 $5.54 83.8

Costs of raising capital-- (3.4)

Shares issued in November 2021 relating to

business combination

2(i)13,317,000$6.0079.9

At 31 March 2022110,338,787 293.3

On 4 August 2021 EROAD issued addtional 15,125,447 shares at a price of $5.54 each. On 30 November EROAD issued additional

13,317,000 shares at a price of $6.00 each.

At 31 March 2022 there was 110,338,787 authorised and issued ordinary shares (31 March 2021: 81,896,340). 417,306 (31 March 2021:

732,741) shares are held in trust for employees in relation to the long-term incentive plan and are accounted for as treasury stock.

The calculation of both basic and diluted loss per share at 31 March 2022 was based on the loss attributable to ordinary shareholders

of $9.6M (2021: profit of $2.5M). The weighted number of ordinary shares on 31 March 2022 was 95,572,631 (2021: 74,366,384) for basic

earnings per share and 96,462,064 for diluted earnings per share (2021: 74,366,384).

Other components of equity include:

• Translation reserve - comprises foreign currency translation differences arising from the translation of financial statements of the Group’s

foreign subsidiaries into New Zealand dollars.

• Hedging reserve - the hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The amounts are recognised

in profit and loss when the hedged transaction affects profit and loss.

• Retained earnings - includes all current and prior period retained profits and share-based employee remuneration.

• Share Premium/Discount - this account is for the difference between the issued par share price and the trading share price (or fair value share

price) on date of issue and includes contigent consideration portion classified as equity related to the acquisition of Coretex.

NOTE 12 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES

20222021

$M’s$M’s

Cash and cash equivalents 13.9 57.1

Restricted bank accounts 14.7 10.5

28.6 67. 6

Cash and cash equivalents exclude restricted bank accounts. Restricted bank accounts are presented separately from cash and cash

equivalents on the face of the Statement of Financial Position and movements in restricted bank accounts are excluded from the

Statement of Cash Flows. The restricted bank accounts relate to Road Users tax collected from clients due for payment to the appropriate

government agency.

Payables to transport agencies (15.0) (10.5)

NOTE 13 TRADE AND OTHER RECEIVABLES

2022

Restated

2021

$M’s$M’s

Trade receivables 19.4 8.0

Expected credit losses (3.2) (2.6)

16.2 5.4

Prepayments and other receivables 11.0 4.1

2 7. 2 9.5

In addition to the movement in the expected credit losses, the Group has written off $0.8M (2021: $0.9M) of bad debts to the statement

of comprehensive income.

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or

loss. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead

recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on

its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Due to the

short term nature of these debtors, their carrying value is assumed to approximate fair value.

(a) Credit risk


In relation t

o trade receivables, it is the Group’s policy that all customers who wish to trade on terms are subject to credit verification

on an ongoing basis with the intention of minimising bad debts. The nature of the Group’s trade receivables is represented by regular

turnover of product and billing of customers based on the Group’s contractual payment terms. In North America, the Group requires

that customers under a certain fleet size to purchase the hardware with an upfront payment regardless of credit verification. To measure

the expected credit losses, trade receivables have been grouped based on customer industry risk characteristics and the days past

due. The expected loss rates are based on recent payment profiles, historical customer behaviour, age of debt and individual customer

circumstances.


The aging of the Group’

s Trade receivables at the reporting date was as follows:



GrossAllowance for

Doubtful Debts

GrossAllowance for

Doubtful Debts

2022202220212021

$M’s$M’s$M’s$M’s

Not past due 8.0 0.1 3.1 0.2

Past due 1-30 days 5.5 0.1 2.3 0.4

Past due 31-60 days 1.0 0.1 0.5 0.2

Past due over 61 days 4.9 2.9 2.1 1.8

19.4 3.2 8.0 2.6

NOTE 10 DEFERRED TAX ASSETS/(LIABILITIES) (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20226869
NOTE 14 PROPERTY, PLANT AND EQUIPMENT

Right of

Use Assets

Hardware

Assets

Plant and

Equipment

Leasehold

Improvements

Motor

Vehicles

Office

EquipmentComputersTotal

$M's$M's$M's$M's$M's$M's$M's$M's

YEAR ENDED 31 MARCH 2022

Opening net book

amount

4.1 28.0 0.2 1.3 0.4 0.3 0.4 34.7

Acquisition through

business combinations

- Note 2(i)

1.37. 5-0.2-0.10.1 9.2

Additions0.424.1---0.30.8 25.6

Disposals----(0.1)-- (0.1)

Depreciation charge(1.3)(8.1)(0.1)(0.3)(0.1)(0.1)(0.4) (10.4)

Depreciation recovered-3.3--0.1-- 3.4

Effect of movement in

exchange rates

-(0.7)----- (0.7)

Closing net book amount 4.5 54.1 0.1 1.2 0.3 0.6 0.9 61.7

Cost8.576.30.72.91.11.84.395.6

Accumulated

depreciation

(4.0)(22.2)(0.6)(1.7)(0.8)(1.2)(3.4)(33.9)

Net book amount 4.5 54.1 0.1 1.2 0.3 0.6 0.9 61.7

Right of

Use Assets

Hardware

Assets

Plant and

equipment

Leasehold

improvements

Motor

vehicles

Office

equipmentComputersTotal

$M's$M's$M's$M's$M's$M's$M's$M's

YEAR ENDED 31 MARCH 2021

Opening net book

amount

5.1 29.5 0.2 1.7 0.3 0.3 0.3 37. 4

Additions - 4.4 - - 0.2 0.2 0.3 5.1

Depreciation charge (0.9) (7.8) - (0.4) (0.1) (0.2) (0.2) (9.6)

Depreciation recovered - 2.1 - - - - - 2.1

Effect of movement in

exchange rates

(0.1) (0.2) - - - - - (0.3)

Closing net book amount 4.1 28.0 0.2 1.3 0.4 0.3 0.4 34.7

Cost 6.8 51.3 0.7 2.9 1.3 1.4 3.4 67. 8

Accumulated

depreciation

(2.7) (23.3) (0.5) (1.6) (0.9) (1.1) (3.0) (33.1)

Net book amount 4.1 28.0 0.2 1.3 0.4 0.3 0.4 34.7

Included in the Hardware Assets is equipment under construction to be leased of $15.1M (2021: $6.8M).

During the year the Group undertook a review of fully depreciated fixed assets, resulting in a reduction of cost and accumulated

depreciation by $6.6m.

Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the purchase

consideration, and those costs directly attributable to bringing the asset to the location and condition necessary for its intended use.

Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of comprehensive income is calculated

as the difference between the net sales price and the carrying amount of the asset.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the

underlying asset or the site on which it is located, less any lease incentives received.



Subsequent c

osts


The Group r

ecognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when

that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the

item can be measured reliably. All other costs are recognised in the statement of comprehensive income as an expense in the period they

are incurred.

Depreciation

Depreciation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by

management. The following rates have been used on a straight line basis:

Leasehold improvements 3 to 9 years

Hardwar

e assets

3 to

6 years


Plant and equipment 3 to 11 years

Computer

/Office equipment

1 to

5 years


Motor vehicles 3 to 5 years

Right of use assets 3 to 9 years

The above rates reflect the estimated useful lives of the respected categories. Consideration was given to how long assets can be

deployed and any expected network changes. Leasehold improvements are depreciated over the contracted lease term.

NOTE 15 LEASES AS A LESSEE

Lease Liabilities

20222021

$M’s$M’s

Maturity analysis - contractual undiscounted cash flows

Less than one year 2.1 1.3

One to five years 3.8 4.2

More than five years - 0.8

Total undiscounted lease liabilities 5.9 6.3

Lease liabilities included in the statement of financial position 5.7 5.2

Current 1.4 1.0

Non-current 4.3 4.2

Amounts recognised in Statement of Comprehensive Income

20222021

$M’s$M’s

Interest expense on lease liabilities 0.3 0.3

Depreciation on right of use assets 1.1 0.9

Amounts recognised in Statement of Cash Flows

20222021

$M’s$M’s

Total cash outflow for leases

(1.6) (1.6)

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,

discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing

rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

-fixed payments, including in-substance fixed payments;

-variable lease paymen

ts that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

-amounts expec

ted to be payable under a residual guarantee;

-the exer

cise priced under a purchase option that the Group is reasonably certain to exercise;

-lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and

-penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future

NOTE 14 PROPERTY, PLANT AND EQUIPMENT

(CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227071
lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be

payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or

termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or

is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

NOTE 16 INTANGIBLE ASSETS

DevelopmentSoftwareGoodwillBrand

Customer

RelationshipsTotal

Notes$M's$M's$M’s$M’s$M’s$M's

YEAR ENDED 31 MARCH 2022

Opening net book amount 36.9 3.7 - - - 40.6

Business combination acquisition2(i) 37. 2 - 105.1 3.3 28.7 174.3

Additions 23.7 1.2 - - - 24.9

Disposals - (0.1) - - - (0.1)

Effect of movement in foreign

exchange rate

(0.2) - - - (0.1) (0.3)

Amortisation charge (9.3) (0.9) - (0.2) (0.6) (11.0)

Closing net book amount 88.3 3.9 105.1 3.1 28.0 228.4

Cost 128.9 9.5 105.1 3.3 28.6 275.4

Accumulated amortisation (40.6) (5.6) - (0.2) (0.6) (47.0)

Net book amount 88.3 3.9 105.1 3.1 28.0 228.4

DevelopmentSoftwareGoodwillBrand

Customer

relationshipsTotal

$M's$M's$M’s$M’s$M’s$M's

YEAR ENDED 31 MARCH 2021

Opening net book amount 32.7 9.4 - - - 42.1

Cloud adjustments-(5.7) - - - (5.7)

Restated opening net

book amount

32.7 3.7 - - - 36.4

Additions 12.2 0.9 - - - 13.1

Disposals - - - - - -

Restated amortisation charge (8.0) (0.9) - - - (8.9)

Restated closing net book amount 36.9 3.7 - - - 40.6

Cost 68.2 8.5 - - - 76.7

Accumulated amortisation (31.3) (4.8) - - - (36.1)

Restated net book amount 36.9 3.7 - - - 40.6

The useful lives of the Group’s Intangible Assets are assessed to be finite. Assets with finite lives are amortised over their useful lives and

tested for impairment whenever there are indications that the assets may be impaired. Where an indicator of impairment exists the Group

makes a formal assessment of the recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, the asset

is considered impaired and is written down to its recoverable amount. The recoverable amount is the greater of fair value less costs to

dispose of the assets and its value in use. For the purposes of assessing impairment, assets are Grouped at the lowest levels for which

there are separately identifiable cash flows (cash-generating units).


Research and De

velopment

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in

the statement of comprehensive income when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes.

Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically

and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete

development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and overhead costs

that are directly attributable to preparing the asset for its intended use. Other development expenditure is recognised in the statement of

comprehensive income when incurred. There is judgement involved in relation to whether a project meets the capitalisation criteria, and

whether the expenditure can be directly attributable to the respective project.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Other intangible assets

Other intangible assets, including customer relationships, brand, patents and trademarks, that are acquired by the Group and have finite

useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

Subsequent expenditure

Subsequent expenditure is capitalised when it increases the future economic benefits embodied in the specific asset to which it

relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the statement of

comprehensive income when incurred.

Amortisation

Amortisation is recognised in the statement of comprehensive income on a straight line basis over the estimated useful life of intangible

asset. The estimated useful lives for the current and comparative periods are as follows:

Patents

10 to 20 years

Development Hardware & Platform

7 to 15 years

Development Products 5 to 10 years

Softwar

e

5 to 7 year

s

Customer relationships 15 years

Brand 5 years

Impairment testing of goodwill

The acquisition of Coretex during the financial year, meant goodwill was recognised for the excess between the fair value consideration

paid and the fair value of the net assets acquired. This goodwill was then allocated to the cash generating units of the business with

the assistance of external specialists. When goodwill is acquired in a business combination, under the accounting standards, NZ IAS 36

requires an impairment test to be completed annually (for cash-generating units in which goodwill has been allocated) irrespective of

whether there is any indication of impairment. Refer to note 5 for the allocation of goodwill to cash generating units (CGUs).

To complete the annual impairment testing management assessed the recoverable amount of each of the cash-generating units (‘CGU’)

of which goodwill has been allocated by reference to its value in use determined using a discounted cash flows model. The recoverable

amounts of the CGU’s were estimated based on the following significant assumptions:

-Compound annual growth rate in connected units between 2023 and 2025 of 5% to 20% and 1.5% to 12.8% in 2026 to 2027 reflecting

past experience and forecast performance of the Group following the acquisition of Coretex

-Compound annual growth rate in Average Revenue per Unit (ARPU) between 2023 and 2025 of 1.3% to 8.3% and no growth in 2026 to

2027

-Post-tax discount rate of 11.0%

-Terminal growth rate of 1.5% applied to 2027 and thereafter

A sensitivity analysis was undertaken which concluded that the results are not particularly sensitive to changes in the underlying

assumptions. The Group concluded that the recoverable amount of each of the CGU’s were higher than their respective carrying values

and therefore no impairment was considered necessary at 31 March 2022.

NOTE 17 TRADE PAYABLES AND ACCRUALS

20222021

$M’s$M’s

Trade creditors 11.6 4.2

Sundry accruals 7.0 3.6

Contingent consideration liability 18.5 -

37.17. 8

NOTE 15 LEASES AS A LESSEE (CONTINUED)NOTE 16 INTANGIBLE ASSETS (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227273
NOTE 18 BORROWINGS

20222021

$M’s$M’s

Current borrowings

Term loans - 5.0

Revolving Credit Facility 0.7 -

Capex facility 2.0 2.0

Capitalised borrowing costs (0.6) (0.6)

2.16.4

Non-current borrowings

Term loans 30.0 28.6

30.028.6

Terms and debt repayment schedule

2022202220212021

Nominal

Interest

Year of

Maturity

Face

Value

$M’s

Carrying

Amount

$M’s

Face

Value

$M’s

Carrying

Amount

$M’s

Term loans4.12%2025 30.0 30.0 33.6 33.6

Capex facility4.12%2025 2.0 2.0 2.0 2.0

Revolving credit facility4.12%2025 0.7 0.7 - -

Capitalised borrowing costs - 2025 - (0.6) - (0.6)

32.7 32.1 35.6 35.0

Current financial year

The Group has a syndicated debt facility with the Bank of New Zealand (BNZ) and the Australia and New Zealand Banking Group (ANZ).

At 31 March 2022, EROAD had the following facilities in place:

$30.0M (NZD) Term Loan Facility A – to refinance existing debt. The Term Loan has a term of 36 months from the March 2022 refinance

date, with the facility having a maturity date in March 2025. The interest rate is variable with reference to a base rate (BKBM bid rate) for

the selected interest period plus a margin of 2.95%. EROAD may select an interest period of 1,2,3 or 6 months. This is an interest only term

facility with full repayment on the termination date.

$55.0M (NZD) Revolving Credit Facility B – used to refinance existing debt and general corporate purposes. The Revolving Credit Facility

has a term of 36 months from the March 2022 refinance date with a periodic roll over feature at the end of each interest period (90 days)

that is subject to continued compliance with the terms of the loan agreement, with the facility having a maturity date in March 2025.

Funds may be drawn in NZ Dollars, AU Dollars, or US Dollars. The interest rate is variable with reference to the base rate (BKBM bid rate

for NZ Dollar drawings, BBSY bid rate for AU Dollar drawings, and US Federal Open Market Committee short-term interest rate target

for US Dollar drawings) for the selected interest period plus a margin of 1.5%. EROAD may select an interest period of 1,2,3 or 6 months.

In addition, a Commitment Fee of 1.45% per annum is payable on the committed balance of the facility quarterly in arrears. The full

outstanding balance is payable on the termination date.

$5.0M Capex Facility– for general working capital purposes. This is an on demand facility with the interest rate to be agreed between the

lender and borrower at the time of borrowing plus a margin of 1.5%. In addition, a Commitment Fee of 1.45% per annum is payable on the

committed balance of the facility quarterly in arrears. The full outstanding balance is payable on the termination date.

EROAD’s operating covenants to support the above facilities include Interest Cover Ratio, Leverage Ratio and Obligor Assets to Group

Assets. EROAD was compliant with all covenants during the period and at 31 March 2022.

The security package for the Multi-Option Credit Facility Agreement includes an all obligations cross-guarantee granted by EROAD

Financial Services Limited, EROAD Australia Pty Limited, EROAD Inc, Coretex Limited, Imarda Pty Limited, Coretex Australia Pty Limited,

Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the banking syndicate). in respect

of the obligations of EROAD Limited, and a General Security Agreements granted by EROAD Limited, EROAD Financial Services Limited,

EROAD Inc, EROAD Australia Pty Limited, Coretex Limited, Imarda Pty Limited, Coretex Australia Pty Limited, Coretex NZ Limited, and

Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the banking syndicate).

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of

the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

NOTE 19 CONTRACT LIABILITIES

The Group enters into contracts with customers for the provision of software services over a contracted period. As stated in the

accounting policies, this revenue is recognised over time as the customer simultaneously receives and consumes the benefit of the

service. The Group has determined that the benefit of the services provided is consumed evenly over the period of the contract, and

thus the performance obligations are satisfied evenly over the period. Where the Group receives a portion of the transaction price of a

contract in advance, this is recognised as a contract liability and released over the contract period as the Group satisfies its performance

obligations.

20222021

$M’s$M’s

Opening balance 6.6 8.2

Amounts deferred during the period 10.4 4.1

Amount recognised in the statement of comprehensive income (5.1) (5.7)

11.9 6.6

Current 5.7 3.9

Non-current 6.2 2.7

NOTE 20 FINANCIAL RISK MANAGEMENT

As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which include

foreign currency risk, commodity price risk and interest rate risk. These risks are described below. The principles under which these risks

are managed are set out in policy documents approved by the Board. The policy documents identify the risks and set out the Group’s

objectives, policies and processes to measure, manage and report the risks. The policies are reviewed periodically to reflect changes in

financial markets and the Group’s businesses.


Recognition and initial measurement

Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially

recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade

receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at

fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a

significant financing component is initially measured at the transaction price.

Last year, the Group entered into interest rate swaps. These swaps were entered into in order for the Group to manage its risk

associated with interest rate fluctuations. The interest rate swaps qualify for cash flow hedge accounting.

Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at amortised cost.

Financial assets - subsequent measurement and gains and losses

Financial assets at amortised cost. These assets are subsequently measured at amortised cost using the effective interest method. The

amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in

profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial liabilities

Under the interest rate swap agreements the Group has a right to receive interest at variable rates and to pay interest at fixed rates for its

New Zealand dollar denominated loans. Interest rate swaps are initially recognised at fair value on the date a contract is entered into and

are subsequently measured at fair value on each reporting date. The fair values of the interest rate swaps are determined based on cash

flows discounted to present value using current market interest rates.

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of liabilities the effective part of any gain

or loss is recognised directly in the cash flow hedge reserve within equity and the ineffective part is recognised immediately in the income

statement. The effective portion is reclassified to the income statement when the underlying cash flows affect the income statement.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the

reference interest rates, tenors, repricing dates and maturities and the notional amounts.

In these hedging relationships, the main sources of ineffectiveness are:

-changes in count

erparty credit risk and cross currency basis spreads which are not reflected in the change in the fair value of the

hedged item; and

-differenc

es in repricing dates between the cross currency interest rate swaps and the borrowings.

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227475
NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)

Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the

right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial

asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does

not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or

substantially all of the risks and rewards of the transferred asset. In theses cases, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when the contractual obligations are discharged or cancelled, or expire. The Group also

derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in

which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including

any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

The Group holds the following financial assets and liabilities, the table below shows their carrying amount and measurement basis.

20222021

Amortised

Cost


$M’s

Other

amortised

cost

$M’s

FVTPLFair Value

-hedging

instruments

Amortised

Cost


$M’s

Other

amortised

cost

$M’s

FVTPLFair Value

-hedging

instruments

Financial assets

Cash and cash equivalents 13.9 --- 57.1 ---

Restricted bank account 14.7 --- 10.5 ---

Trade receivables 19.4 --- 8.0 ---

48.0 - - - 75.6 ---

Financial liabilities

Borrowings- 32.1 - - - 35.0 - -

Employee entitlements-4.6 - - - 2.3 - -

Lease liabilities- 5.7 - - - 5.2 - -

Trade and other payables-18.6 - - - 7. 8 - -

Payables to transport

agencies

- 15.0 - -- 10.5 - -

Interest rate swaps - cash

flow hedge

- - -0.2- - - -

Contingent consideration

liability

-- 18.5 - - - - -

-76.018.5 0.2 - 60.8 --

The Group’s financial assets and liabilities are disclosed in sections (b), (c) and (e) below.

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual

obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of business.


The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The creditworthiness of a

customer or counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external credit

ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative factors include transaction

size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow and profitability.

The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised above.

Refer to Note 13 for an aging profile for the Group’s trade receivables at reporting date.

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and payable. The

Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities

when they become due and payable, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation.


The Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days, including the

servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such

as natural disasters.


Maturities of financial liabilities

The following table details the Group’s contractual maturities of financial liabilities, including estimated interest payments and excluding

the impact of netting agreements, as at the reporting date. Refer to Note 18 for the maturity profile of the Group’s borrowings.

1 year or

less

1 to 5

years

Over 5

years

Total contractual

cash flows

Carrying amount of

liabilities

$M's$M's$M's$M’s$M’s

2022

Non-derivative financial liabilities

Borrowings 2.7 30.0- 32.7 32.7

Employee entitlements 4.6 -- 4.6 4.6

Trade and other payables37.1--37.137.1

Payable to transport agencies 15.0 -- 15.0 15.0

59.4 30.0 - 89.489.4

1 year or

less

1 to 5

years

Over 5

years

Total contractual

cash flows

Carrying amount of

liabilities

$M's$M's$M's$M’s$M’s

2022

Derivative financial liabilities

Interest rate swaps 0.2 - - - -

0.2 - - - -

1 year or

less

1 to 5

years

Over 5

years

Total contractual

cash flows

Carrying amount of

liabilities

$M's$M's$M's$M’s$M’s

2021

Non-derivative financial liabilities

Borrowings 8.8 30.4 - 39.2 35.6

Employee entitlements 2.3 - - 2.3 2.3

Trade and other payables 7. 8 - - 7. 8 7. 8

Payable to transport agencies 10.5 - - 10.5 10.5

29.4 30.4 - 59.8 56.2

1 year or

less

1 to 5

years

Over 5

years

Total contractual cash

flows

Carrying amount of

liabilities

$M's$M's$M's$M’s$M’s

2021

Derivative financial liabilities

Interest rate swaps-----

-----

NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227677
The Group entered into an interest rate swap agreement as at 31 March 2021. Due to the inception date being the same as year end date in

the prior period the carrying amount of the derivative was nil at 31 March 2021. The swap has a maturity date of March 2023 to align with

the Group’s borrowing facility.

(c) Market risk


Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates, will affect the

Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control

market risk exposures within acceptable parameters, while optimising the return on risk.


Foreign currency risk

The Group is exposed to currency risk on sales transactions that are denominated in a currency other than the respective functional

currencies of Group entities, primarily the US Dollar (USD) and Australian Dollar (AUD). The Group is also exposed to currency risk on

expense transactions that are denominated in a currency other than the respective functional currencies of Group entities, primarily the

US Dollar (USD), Australian Dollar and Euro (EUR). The Group, may on occasion, enter into forward exchange contracts to hedge the

exposure to foreign currency fluctuations on sales receipts.

The Group reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial results, financial

position and cash flows. Where practical, the Group attempts to reduce this risk by matching revenues and expenditures, as well as assets

and liabilities, by country and by currency.

Foreign exchange rates applied against the New Zealand Dollar, at 31 March are as follows:

20222021

$M’s$M’s

AUD 1

0.930.92

USD 10.690.70

The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New Zealand dollars):


AUDUSD

$M’s$M’s

2022

Cash and cash equivalents 0.7 5.8

Trade receivables 1.3 10.3

Lease liabilities - 0.5

AUDUSD

$M’s$M’s

2021

Cash and cash equivalents 0.1 12.1

Trade receivables 0.2 2.2

Lease liabilities - 0.4

Interest rate risk

At 31 March 2022, the Group had interest rate swap agreements in place with a total notional principal amount of $10.0M. The Group applies a

hedge ratio of 1:1. These agreements effectively change the Group’s interest exposure on the principal covered by the interest rate swaps from

a floating rate to fixed rates. The maturity of the interest rate swap is 12 months and has a weighted average interest rate of 0.55%.

Nominal amount

of the hedging

instrument

Carrying amount -

derivative assets/

(liabilities)

Change in

value used for

calculating hedge

ineffectiveness

Hedging (gain) or

loss recognised in

other comprehensive

income

Hedging (gain) or

loss recognised in

income statement

$M's$M's$M's$M’s$M’s

Cash flow hedging

Interest rate swap - NZD borrowings

Maturity: 12 months 10.0 (0.2) - 0.2 -

Fixed interest rate: 0.55%

10.0 (0.2) - 0.2 -

There was no hedge ineffectiveness recognised in profit or loss during the year.

Summarised sensitivity analysis



The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate and foreign

currency risk.

Foreign currency riskInterest rate risk

-10%+10%-100bps+100bps

ProfitEquityProfitEquityProfitEquityProfitEquity

$M's$M's$M's$M’s$M’s$M’s$M's$M’s

2022

Cash and cash equivalents (0.5) (0.5) 0.5 0.5 (0.1) (0.1) 0.1 0.1

Trade receivables (0.8) (0.8) 0.8 0.8 ----

Lease liabilities - - - - 0.10.1(0.1)0.1

Interest rate swap - - - - -(0.1)-0.3

Total increase/(decrease) (1.3) (1.3) 1.3 1.3 - (0.1) - 0.5

-10%+10%-100bps+100bps

ProfitEquityProfitEquityProfitEquityProfitEquity

$M's$M's$M's$M’s$M’s$M’s$M's$M’s

2021

Cash and cash equivalents (0.9) (0.9) 0.9 0.9 (0.6) (0.6) 0.6 0.6

Trade receivables (0.2) (0.2) 0.2 0.2 - - - -

Lease liabilities - - - - 0.1 0.1 (0.1) 0.1

Interest rate swap - - - - - - - -

Total increase/(decrease) (1.1) (1.1) 1.1 1.1 (0.5) (0.5) 0.5 0.6

(d) Capital management

The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future

development of the business. The Board monitors the return on capital employed, which the Group defines as reported EBIT (Earnings

Before Interest and Tax) divided by capital employed.

(e) Fair value measurement


The carrying amounts of the Gr

oups financial assets and liabilities approximate their fair value due to their short maturity periods or fixed

rate nature, with the exception of interest rate swap derivatives and the contingent consideration liability. All of the Group’s interest rate

derivatives are in designated hedge relationships and are measured and recognised at fair value. Interest rate derivatives are calculated by

discounting the future principal and interest cash flows at current market interest rates that are available for similar financial instruments.

NOTE 20 FINANCIAL RISK MANAGEMENT

(CONTINUED)NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20227879
NOTE 20 FINANCIAL RISK MANAGEMENT (CONTINUED)NOTE 21 SHARE BASED PAYMENTS (CONTINUED)

The contingent consideration liability is also measured and recognised at fair value. The valuation technique applied for valuing the

contingent consideration liability is described below.

Level 1

Quoted prices (unadjus

ted) in active markets for identical assets or liabilities.


Lev

el 2

Inputs that are observ

able for the asset or liability, either directly (as prices) or indirectly (derived from prices)



other than quoted prices included within level 1.

Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The estima

ted fair value measurements for the derivative instruments compared to their carrying values in the balance sheet are ($0.2M)

as at 31 March 2022 (2021:nil).

Financial liabilities

20222021

Carrying

Value

$M’s

Fair

Value

$M’s

Carrying

Value

$M’s

Fair

Value

$M’s

Interest rate swaps - cash flow hedgeLevel 2 0.2 0.2 - -

Contingent consideration liabilityLevel 3 18.5 18.5 - -

18.7 18.7 - -

TypeValuation technique

Significant

unobservable inputs

Inter-relationship between

significant unobservable inputs

and fair value measurement

Contingent

consideration

Discounted cash flows: The

valuation model considers the

present value of the expected

future payments, discounted using

a risk-adjusted discount rate for

the cash contingent consideration.

Expected cash flows

(31 March 2022:$14.2m).

The estimated fair value would

increase (decrease) if:

• the expected cash flows were

higher (lower); or

• the risk-adjusted discount rate

were lower (higher).

Risk-adjusted discount rate

(31 March 2022: 10.3%).

Market comparison technique:

The fair value is estimated using

the Company’s quoted equity

securities price on reporting date

and expected future number of

shares payable for the shares

contingent consideration.

Expected share issue

(31 March 2022: 1.2 million shares)

The estimated fair value would

increase (decrease) if:

• The expected shares payable

were higher (lower); or

• The quoted Company equity

security price was higher

(lower).

NOTE 21 SHARE BASED PAYMENTS

At 31 March 2021, the Group had the following share-based payment arrangements.

FY20 Performance Share Rights


Under the FY20 Long Term Incentive (LTI) plan, 921,282 performance share rights (PSRs) were issued (for nil consideration) to

participants which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or other

distributions, or vote 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. 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.

For the FY20 LTI plan, the award is linked to growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and 31 March

2022. Participants bear the tax liability of the LTI plan. The Board retains discretion over the final outcome of PSR payments, to allow

appropriate adjustments where unanticipated circumstances may impact performance over the measurement period.

FY22 Performance Share Rights

Under the FY22 Long Term Incentive (LTI) plan, 145,671 performance share rights (PSRs) were issued (for nil consideration) to participants

which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or other distributions,

or vote 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. 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.

For the FY22 LTI plan, the award is linked to the participant completing remaining employed for two years following the completion date.

EROAD LTI Plan (equity-settled)


Eligible employees w

ere invited to purchase EROAD shares under the EROAD LTI plan. Under the terms of the scheme the purchase of the

shares is funded by a loan granted to the eligible employees by EROAD Limited. At the end of the vesting period the employee will be paid

a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company, enabling the

loan to be repaid.

Shares issued under the scheme are held in trust for the employees during a 3 year restrictive period. If the employee ceases to be an

employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price.

The eligible employees must meet certain performance conditions during each year of the restrictive period, as determined by the

remuneration committee and approved by the board. 50% of the scheme shares initially granted will be forfeited for each year the

participant fails to achieve their performance conditions. Additionally the employee’s shares will also be forfeited if the enterprise value of

the Company has not doubled by the end of the restrictive period.

Employee’s shares that are forfeited due to failure to meet market and non-market performance conditions will be repurchased by the

Trustee at the original grant date price.

The EROAD LTI Plan has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key terms and conditions

relating to the grants under this Scheme are disclosed in the table below.

EROAD US President Incentive Scheme


The US Presiden

t was invited to purchase EROAD shares under the EROAD US President Incentive Scheme. Under the terms of the scheme

the purchase of the shares is funded by a loan granted to the employee by EROAD Limited. At the end of the vesting period the employee

will be paid a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company,

enabling the loan to be repaid.

Shares issued under the scheme are held in trust for the employee during a 3 year restrictive period. If the employee ceases to be an

employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price.

Key operational measures and targets for the North American business are outlined in the employees grant letter, these include Total

Contract Units, Average Revenue Per Unit, Customer Acquisition Cost Payback Period, and Renewal Rate targets. Each operational

measure has a percentage weighting for each of the three-year periods, with the performance for each year being calculated based on the

percentage of target achieved multiplied by the percentage weighting for each operational measures.

The total percentage of shares to vest at the end of the restrictive period is calculated based on the average percentage performance over

the three years. If the total average performance is less than 60% then all shares granted under the scheme will be forfeited.

Employee’s shares that are forfeited due to failure to meet the non-market performance conditions will be repurchased by the Trustee at

the original grant date price.

The EROAD US President Incentive Scheme has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key

terms and conditions relating to the grants under this Scheme are disclosed in the table below.

EROAD’s LTI Plan II (equity-settled)


Eligible employees w

ere invited to purchase EROAD shares under the EROAD LTI plan. Under the terms of the scheme the purchase of the

shares is funded by a loan granted to the eligible employees by EROAD Limited. At the end of the vesting period the employee will be paid

a net bonus in relation to the shares that vest to the employee, equal to the amount of their loan outstanding to the Company, enabling the

loan to be repaid.

Shares issued under the scheme are held in trust for the employees during a 3 year restrictive period. If the employee ceases to be an

employee during the restrictive period the Trustees will repurchase the employees shares at the original issue price. For the shares to vest

the Company’s Total Shareholder Return (TSR) must exceed the median TSR of the NZX50 Group over the Relevant Assessment Period,

with a progressive vesting scale for performance between 50th and 75th percentiles, and 100% vesting if company performance is equal to

or above the 75th percentile of the NZX50 Group.

Employee’s shares that are forfeited due to failure to meet market and non-market performance conditions will be repurchased by the

Trustee at the original grant date price.

The EROAD LTI Plan has been accounted for as grant of shares to employees in accordance with NZ IFRS 2. The key terms and conditions

relating to the grants under this Scheme are disclosed in the table below.

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20228081
EROAD LTI Plans

Grant date/employees

entitledShares granted Vesting conditions

Vesting

period

Apr-17Sep-18

Shares granted to key

management personnel

EROAD LTI Plan II (FY18) - 197,890

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the

NZX50 Group over the Relevant Assessment Period (1 April 2017 to 1 April 2021).

• progressive vesting scale for performance between 50th and 75th percentiles, and

100% vesting if company performance is equal to or above the 75th percentile of the

NZX50 Group.

2.5 years

EROAD LTI Plan II (FY19) - 85,276

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the

NZX50 Group over the Relevant Assessment Period (1 April 2018 to 1 April 2021).

• progressive vesting scale for performance between 50th and 75th percentiles, and

100% vesting if company performance is equal to or above the 75th percentile of the

NZX50 Group.

2.5 years

EROAD US President

Incentive Scheme

490,000 -

• 3 years service from grant date

• Meet minimum targets for key operational metrics: Total Contracted Units, Average

Revenue per Unit, Cost of Customer Acquisition Payback and Renewal Rates.

• Each years performance is measured on a weighted calculation of percentage

achieved vs. target for operational metrics.

• The percentage of shares to vest is calculated based on the average of each years

weighted percentage achieved. If the vested amount is less than 60% all shares will be

forfeited.

3 years

Shares granted to other

employees

EROAD LTI Plan II (FY18) - 87,995

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the

NZX50 Group over the Relevant Assessment Period (1 April 2017 to 1 April 2021).

• progressive vesting scale for performance between 50th and 75th percentiles, and

100% vesting if company performance is equal to or above the 75th percentile of the

NZX50 Group.

2.5 years

EROAD LTI Plan II (FY19) - 25,977

• 3 years service from grant date

• Company’s Total Shareholder Return (TSR) must exceed the median TSR of the

NZX50 Group over the Relevant Assessment Period (1 April 2018 to 1 April 2021).


progres

sive vesting scale for performance between 50th and 75th percentiles, and

100% vesting if company performance is equal to or above the 75th percentile of the

NZX50 Group.

2.5 years

490,000 397,138

EROAD Performance Share Rights

Grant date/employees

entitledShares granted Vesting conditions

Vesting

period

Oct-19Jul-21Oct-21Dec-21

Performance Shares

Rights granted to key

management personnel

FY20 Performance

Share Rights

374,238 72,043 - -

• 2.4 years service from grant date

• The award is linked to growth in EROAD’s total

contracted units (TCUs) between 1 April 2019 and

31 March 2022. Participants bear the tax liability of

the PSR plan. The Board retains discretion over the

final outcome of PSR payments, to allow appropriate

adjustments where unanticipated circumstances may

impact performance over the measurement period.

2.4 years

Performance Shares

Rights granted to

other employees

FY20 Performance Share

Rights

396,236 - - 78,765

• 2.4 years service from grant date

• The award is linked to growth in EROAD’s total

contracted units (TCUs) between 1 April 2019 and 31

March 2022. Participants bear the tax liability of the

PSR plan. The Board retains discretion over the final

outcome of PSR payments, to allow appropriate

adjustments where unanticipated circumstances

may impact performance over the measurement

period.

2.4 years

FY22 Performance Share

Rights

- -

145,671

-

• 2 years service from grant date2 years

770,474 72,043 145,671 78,765

Measurement of fair value

The fair value of the shares issued under the EROAD LTI plans during the year ended 31 March 2022 was determined with reference to

the Company’s share price on the NZX at grant date. A discount was applied to the fair value of the shares issued under the EROAD LTI

scheme to reflect the non-vesting market conditions.


The number of shares granted and forfeited during the period were as follows:

EROAD LTI Plans

20222021

Outstanding at 1 April 732,741874,557

Granted during the period--

Forfeited during the period(275,590)(141,816)

Vested during the period(457,151)-

Outstanding at 31 March -732,741

NOTE 21 SHARE BASED PAYMENTS (CONTINUED)

NOTE 21 SHARE BASED PAYMENTS (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20228283
EROAD Performance Share Rights

20222021

Outstanding at 1 April 596,186770,474

Granted during the period150,808-

Forfeited during the period(73,506)(174,288)

Vested during the period--

Outstanding at 31 March 673,488596,186

EROAD Performance Share Rights

20222021

Outstanding at 1 April --

Granted during the period145,671-

Forfeited during the period--

Vested during the period--

Outstanding at 31 March 145,671-

During the year-ended 31 March 2022 an amount of $2M (2021: $0.9M) was recognised as an expense within the statement of

comprehensive income in relation to share-based payments for all share plans.

NOTE 22 RELATED PARTY TRANSACTIONS

The subsidiaries of the Company are:

Company Country of Incorporation Interest % Principal activity

EROAD Financial Services Ltd New Zealand 100 Financing activities within group

EROAD LTI Trustee Limited New Zealand 100 LTI Scheme Trustee

EROAD (Australia) Pty Limited Australia 100 Transport Technology & SaaS

EROAD Inc


United Sta

tes of America

100 Transport T

echnology & SaaS

Coretex NZ Limited New Zealand 100 Transport Technology & SaaS

Coretex Australia Pty Limited Australia 100 Transport Technology & SaaS

Coretex USA Inc United States of America 100 Transport Technology & SaaS

Coretex Telematics Limited Canada 100 Transport Technology & SaaS

Coretex Limited New Zealand 100 Transport Technology & SaaS

Imarda Pty Limited Australia 100 Not Trading

Imarda Asia Pte Limited Singapore 100 Not Trading

Coretex Telematics Limited British Columbia 100 Not Trading

International Telematics Corporation United States of America 100 Not Trading

In

ternational Telematics Holdings Limited New Zealand 100 Not Trading

Key management personnel compensation comprised:

20222021

$M’s$M’s

Short-term employee benefits 3.4 3.0

Share-based payments 1.0 0.8

4.4 3.8

(a) Loans to key management personnel

There ha

ve been no loans to management personnel.


(b) Other transac

tions with key management personnel



There were no other transactions with key management personnel during the period. From time to time, key management personnel of

the Group may purchase goods from the Group.

(c) Remuneration of Non-executive Directors

20222021

$M’s$M’s

Michael Bushby (Resigned 1 July 2020)-0.01

Anthony Gibson0.110.06

Candace Kinser (resigned 24 July 2020)-0.02

Graham Stuart (Chair)0.150.12

Susan Paterson0.110.08

Barry Einsig0.150.13

Sara Gifford (appointed 31 March 2022)--

0.520.42

No additional fees were paid to any Directors for consultancy work provided to the Company (2021: None paid).

(d) Remuneration of Executive directors

20222021

$M’s$M’s

Salary and bonus 1.2 0.9

Share-based payments 0.3 0.1

1.5 1.0

Additional fees were paid to an executive director for consultancy work provided to the Company of $0.067M (2021: None paid).

(e) T

ransactions with related parties

20222021

$M’s$M’s

Streamline Business NZ Limited 0.2 -

0.2 -

EROAD Group contracts with Streamline Business NZ Limited for outsourcing work, the company has a common director with EROAD. All

transactions with these related parties are priced on an arm’s length basis.

NOTE 23 CAPITAL COMMITMENTS


As at 31 March 20

22 the Group had confirmed purchase orders open with its third party manufacturer of hardware units amounting to

$20.7M (2021: $5.1M).


The large increase in capital commitments is mainly a result of the inclusion of Coretex’s capital commitments ($12.1M) and to due an

increase of inventory lead time.


NOTE 22 RELATED PARTY TRANSACTIONS

(CONTINUED)

NOTE 21 SHARE BASED PAYMENTS (CONTINUED)

EROAD Annual Report 2022 | NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS | EROAD Annual Report 20228485
NOTE 24 CONTINGENT LIABILITIES

At 31 March 2022 there were no contingent liabilities (2021: nil)

NOTE 25 NET TANGIBLE ASSETS PER SHARE

2022

Restated

2021

$M’s$M’s

Net assets (equity) 247.7 102.1

Less intangibles(228.4)(40.6)

Total net tangible assets 19.3 61.5

2022

Restated

2021

$$

Net tangible assets per share ($) 0.17 0.75

The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced under the NZX

listing rules.

NOTE 26 EVENTS SUBSEQUENT TO BALANCE DATE

There are no other events subsequent to balance date which have not already been taken up in the accounts (2021: Nil).

EROAD Annual Report 2022 | AUDITOR’S REPORTAUDITOR’S REPORT | EROAD Annual Report 20228687
© 2022 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member

firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Independent Auditor’s Report

To the shareholders of EROAD Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial

statements of EROAD Limited

(the ’Company’) and its subsidiaries (the

'Group') on pages 48 to 85 present fairly in all

material respects the Group’s financial

position as at 31 March 2022 and its financial

performance and cash flows for the year

ended on that date in accordance with New

Zealand Equivalents to International Financial

Reporting Standards and International

Financial Reporting Standards.

We have audited the accompanying consolidated financial

statements which comprise:

— the consolidated statement of financial position as at 31

March 2022;

— the consolidated statements of comprehensive income,

changes in equity and cash flows for the year then ended;

and

— notes, including a summary of significant accounting

policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We believe

that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics

for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International

Code of Ethics for Professional Accountants (including International Independence Standards) (‘IESBA Code’), and we

have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Group in relation to tax compliance, tax due diligence and tax advisory

and other assurance services. Subject to certain restrictions, partners and employees of our firm may also deal with the

Group on normal terms within the ordinary course of trading activities of the business of the Group. These matters

have not impaired our independence as auditor of the Group. The firm has no other relationship with, or interest in, the

Group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the

consolidated financial statements as a whole. The materiality for the consolidated financial statements as a whole was

set at $1.2 million determined with reference to a benchmark of Group’s revenue. We chose the benchmark because,

in our view, this is a key measure of the Group’s performance.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process by

which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the purpose of

our statutory audit opinion on the consolidated financial statements as a whole and we do not express discrete

opinions on separate elements of the consolidated financial statements.










The key audit matter How the matter was addressed in our audit

Revenue recognition

Refer to Note 3 of the consolidated financial

statements.

The Group’s contracts are accounted for as a

service contract and the associated revenues are

recognised over the contract term.

During the year the Group acquired Coretex Limited

(‘Coretex’) which increased the volume and types of

contractual arrangements through the newly

acquired business.

We focused on this area because the accounting

determination of whether or not the contract

contains a lease is a significant judgement and the

outcome has a significant impact on the recognition

of profit and loss and the financial position.

Furthermore, judgement is also required when

assessing the recoverability of this revenue and

associated debtor balances in light of the economic

conditions from COVID-19.

We assessed the judgement in revenue recognition by

performing the following procedures:

— Obtaining Coretex’s customer contracts and trading

terms and evaluating whether management’s revenue

recognition assessment is appropriate and in accordance

with relevant financial reporting standards;

— Assessing whether the Group’s customer contract terms

and conditions meet the definition of service contracts to

be recognised over time;

— Reviewing any changes or new contractual terms and

conditions entered into with new customers during the

period to identify any potential impact on performance

obligations required to satisfy the contract;

— Selecting a sample of customer contracts to compare

the revenue recognised to the contractual period;

— Checking a sample of customer invoices immediately

prior to and after year end to ensure revenue is

recognised in the correct period; and

— Challenging management’s assumptions used to

determine the recoverability of revenue and associated

debtor balances particularly in context of ongoing

uncertainty relating to COVID-19.

We did not identify any matters that indicated that the

reported revenue is materially misstated.

Capitalisation of Development costs

Refer to Note 16 of the consolidated financial

statements.

The Group has reported a development asset of

$88.3 million (2021: $36.9 million). The

establishment of the development asset requires

significant judgement as to whether a project meets

the capitalisation criteria, and which expenditure is

directly attributable to the development of such

projects.

In assessing whether a project meets the

capitalisation criteria we consider its technical and

economic feasibility, intention and ability to develop,

use or sell the asset. Roles of employees and the

nature of overhead costs are considered in

assessing whether they are directly attributable to a

qualifying project. Projects that do not continue to

meet the capitalisation criteria are written off.

We focused on this area due to the quantum of the

development costs capitalised and judgement

involved.

We assessed the judgements related to capitalised

expenditure by performing the following procedures:

— Understanding the nature and background of the

activities that are capitalised through inquiry of key

management personnel;

— Selecting a sample of projects ensuring they meet the

capitalisation criteria;

— Challenging whether costs capitalised during the year

were directly attributable to development projects; and

— Selecting a sample of timesheets and recalculating the

amount of internal costs capitalised based on the hours

which staff spent developing the asset.

We did not identify any factors that were materially

inconsistent with management’s overall conclusions.

EROAD Annual Report 2022 | AUDITOR’S REPORTAUDITOR’S REPORT | EROAD Annual Report 20228889









The key audit matter How the matter was addressed in our audit

Impairment of non-current assets

Refer to Note 16 of the consolidated financial

statements.

During the year the Group recognised goodwill,

brand and customer relationships of $ 105.1 million,

$3.3 million and $28.7 million respectively arising

from the Coretex acquisition. At the balance date

the Group’s non-current assets additionally include

property, plant and equipment of $61.7 million

(2021: $34.7 million), and capitalised development

costs with a carrying value of $88.3 million (2021:

$36.9 million). Capitalised development costs

include a technology asset of $37.2 million that was

recognised on the acquisition of Coretex.

The non-current assets are allocated to three cash

generating units (‘CGUs’) representing the three

core markets the Group develops and markets its

products (New Zealand, Australia and North

America).

Goodwill has been allocated to each of these CGUs,

and as a result the carrying value of each CGU must

be tested for impairment annually.

The recoverable amounts of the CGUs, which have

been determined based on their value in use, have

been derived from discounted forecast cash flow

models. These models use several key

assumptions, including estimates of future

contracted units and average rate per unit (‘ARPU’),

operating costs, terminal value growth rates and the

weighted-average cost of capital (discount rate)

relevant to each market.

In addition, a specific impairment review of Group’s

capitalised development costs by project was

performed to assess whether following the

acquisition of Coretex these projects would

continue to provide economic value to the business.

The impairment testing of non-current assets is

considered to be a key audit matter due to the

complexity of the accounting requirements and the

significant judgement required in determining the

assumptions used to estimate the recoverability of

these assets.

We assessed management’s impairment testing of non-

current assets by performing the following procedures:

— Enquiring of the executive management to corroborate

an understanding of the Group’s products, markets and

strategic opportunities following the acquisition of

Coretex. Taking this into account we considered whether

the existing products and capitalised development costs

require specific impairment.

— Obtaining a value-in-use model for each CGU and

assessing the methodology, underlying cash flows and

key assumptions made including:

- Using our corporate finance specialists to challenge

the reasonableness of the weighted average cost of

capital and terminal growth rates;

- Challenging management’s future cash flow

forecasts. This included comparing previous

forecasts to actual results and other relevant

supporting documentation to evidence the feasibility

of the forecasts and to assess the reliability of

historical forecasting; and

- Challenging management’s forecasts by performing

sensitivity analysis over the forecast unit sales

growth, ARPU, and discount rates.

We did not identify any factors that were materially

inconsistent with management’s overall conclusions.

Acquisition of Coretex

Refer to Note 2(i) of the consolidated financial

statements.

The Group acquired 100% of Coretex with effect

from 1 December 2021.

Our audit procedures in this area included:

— Assessing whether the business combination has been

appropriately accounted for in accordance with applicable

financial reporting standards and reflects terms and

conditions of the sale and purchase agreement;










The key audit matter How the matter was addressed in our audit

As a result of the acquisition, the Group recognised

definite life intangible assets of $69.2 million and

goodwill of $105.1 million.

The accounting for this transaction is complex due

to the significant judgements and estimates that are

required to determine the values of the

consideration transferred and the identification and

measurement of the fair value of the assets

acquired and liabilities assumed.

Due to the size and complexity of the acquisition,

we considered this to be a key audit matter.

— Involving our own valuation specialists to assist with

assessing the Group’s identification of acquired assets

and assumed liabilities, challenging the methodologies

applied and valuations produced, in particular the key

assumptions used to determine fair values of:

- The customer relationships intangible asset, which

included reconciling key inputs such as customer

retention rates, number of connected units and

ARPU to underlying reports, and challenging the

discount rate;

- The technology intangible asset, which included

agreeing the historical costs to the past R&D grant

claims and audited pre-acquisition financial

statements;

- The brand intangible asset, which included

challenging the royalty rate applied and assessing

the sensitivity of the brand valuation to changes in

the royalty rate assumption.

— Verifying the cash consideration paid to date;

— Challenging the fair value of the contingent

consideration, which included assessing the likelihood of

achieving performance targets by agreeing amounts to

actual performance and approved forecasts; and

— Evaluating the adequacy of the financial statement

disclosures.

We did not identify any factors that were materially

inconsistent with management’s overall conclusions, while

noting the tax payable and deferred tax liability have been

recognised on a provisional basis.

Other information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Annual Report.

Other information may include the Chairman’s and Acting Chief Executive’s report, disclosures relating to corporate

governance and other statutory disclosures. Our opinion on the consolidated financial statements does not cover any

other information and we do not express any form of assurance conclusion thereon.

The Annual Report is expected to be made available to us after the date of this Independent Auditor's Report. Our

responsibility is to read the Annual Report when it becomes available and consider whether the other information it

contains is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit,

or otherwise appear misstated. If so, we are required to report such matters to the Directors.

EROAD Annual Report 2022 | AUDITOR’S REPORTAUDITOR’S REPORT | EROAD Annual Report 20229091
Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been undertaken so

that we might state to the shareholders those matters we are required to state to them in the independent auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the shareholders as a body for our audit work, this independent auditor’s report, or any of the

opinions we have formed.

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of the Company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial Reporting

Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate or to cease

operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error; and

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with

ISAs NZ will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial

statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at the

External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.

For and on behalf of

KPMG

Auckland

26 May 2 022

EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229293
CORPORATE

GOVERNANCE

REPORT

EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229495
Dear Shareholder

I am pleased to present

the Corporate Governance

Statement for the year ended 31

March 2022. In this Statement

we describe how the Board goes

about governing EROAD, key

actions and workstreams during

the year, our approach to the

alignment of purpose, values,

culture and strategy and our

engagement with stakeholders.

We have also set goals for FY23,

reflecting matters that are a

priority to the Board and will be

reflected in the work programme

we undertake during the new

financial year.

CORPORATE

GOVERNANCE REPORT

EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229697
BOARD FOCUS IN 2022

Coretex: The Coretex acquisition that was undertaken during the

year was a particular highlight from a governance perspective,

given the need for the Board to ensure the acquisition was

not only in EROAD’s best interests but to also raise capital to

fund the acquisition. A goal of the capital raise was to provide

all shareholders, with an Australian or New Zealand address,

with an opportunity to participate (on a pro rata basis where

possible). The offer consisted of a fully underwritten Placement

and a Share Purchase Plan.

Board strategy workshop: Annually the Board gets together

outside of its meetings programme to consider, test, and

approve the strategy proposed by management. This did

not happen in FY22 due to COVID. The Board is mindful

of balancing considerations of operational performance

with more strategic matters as well as looking ahead at the

environment that will face the Company. After the settlement

of the Coretex acquisition, Steven Newman and Alex Ball

met with large institutional investors and the Board met with

shareholders who attended our annual meeting. I presented

the Board’s priorities - a focus on performance, management

of compliance and risk and seeing the bigger picture. Staying

agile and responsive is vital to delivering performance

outcomes that reward shareholders.

CEO succession: CEO succession: As with many companies,

particularly in the technology space, it is important that CEO

succession is actively planned for. The Board, including Steven

Newman, began a global search process late in 2021 for a new

Chief Executive Officer, to allow Steven to step back from the

day to day responsibility of leading the Company. EROAD has

transformed significantly over its 14 year history, including the

acquisition of Coretex, and is now positioned to accelerate its

growth. With Steven’s resignation in early April the Board have

had to reconsider the skillset a new Chief Executive Officer

needed to bring to EROAD. The Board was extremely pleased

to recently announce the appointment of Mark Heine as

EROAD’s Chief Executive Officer. Given Mark’s deep knowledge

of the business, team building skills and understanding of the

company’s strategy he emerged as stand-out candidate.

Director appointments: Strengthening the Board by adding

fresh perspectives, additional skill sets and increased diversity

was a target directors set for 2022. This has been delivered with

the appointment of Selwyn Pellett and Sara Gifford. A search for

an additional director is underway and I expect an appointment

to be made within the next few months.

COMPLIANCE WITH NZX CORPORATE

GOVERNANCE CODE RECOMMENDATIONS

The Board believes it has complied with the Code other than

in respect of Recommendation 8.4 relating to pro rata offers.

For its 2021 capital raising, the Board was focused on ensuring

that all shareholders, where possible, received at least a pro rata

allocation of shares. In order to ensure as many shareholders

as possible maintained their proportionate shareholding, the

Board increased the size of the Share Purchase Plan offer per

participant to NZD $32,000 (AUD $30,000) and accepted

additional applications through the plan.

2023 GOALS

The Board believes our governance practices are robust

and meet EROAD’s current needs. You will see that in this report

we have included a series of goals to be achieved in FY23.

We will report to you in next year’s report on our progress to

achieving them.

Graham Stuart

Chairman

EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 20229899
The Board of EROAD Limited (EROAD,

the Company) is committed to fulfilling

our corporate governance obligations

and responsibilities in the best interests

of the Company and our stakeholders

by ensuring that the Company adheres

to best practice governance principles

and maintains the highest ethical

standards. The Board regularly reviews

and assesses EROAD’s governance

framework and processes to ensure that

they are consistent with best practice.

This Statement provides an overview of EROAD’s governance

framework and processes. It is structured to follow the NZX

Corporate Governance Code (NZX Code) and discloses

the Company’s practices for each of the NZX Code’s eight

governance principles.

The Board’s view is that as at 31 March 2022, EROAD

has complied with the Code other than in respect of

Recommendation 8.4 relating to pro rata offers. The Company

also complies with the corporate governance requirements

of the NZX Listing Rules (NZX Listing Rules) and with our

obligations as a foreign-exempt issuer on the ASX

(ASX Listing Rules).

EROAD’s corporate governance policies, practices and

procedures can be found on our website at http://www.

eroadglobal.com/global/investors/. The Investor website page is

used in this statement as a reference to the website page where

the Company’s set of governance documents are located.

This Corporate Governance Statement was approved by the

Board on 27 June 2022.

EROAD’S PRINCIPAL ACTIVITIES

The Company develops and sells end to end road and SaaS

products for the management of vehicle fleets in New Zealand,

Australia and the United States of America.

EROAD’s product offering is intended to:

a) support regulatory compliance including transportation taxes,

road user charging, fuel and vehicle registration;

b) improve record keeping of both mobile assets (vehicles) and

drivers (including fatigue related products);

c) reduce vehicle operating costs and carbon emissions by

improving fleet efficiency;

d) improve and promote driver safety;

e) monitor refriger

ated fleets and provide services to

construction and waste fleets; and

f) micro asset tracking.

EROAD is undergoing a period of significant growth following

the acquisition of Coretex in 2021. While there were no

significant changes to EROAD’s principal activities during the

financial year, the Company now offers a wider suite of products

and has significantly increased its global addressable market.

PRINCIPLE 1: CODE OF ETHICAL

BEHAVIOUR

EROAD’s purpose is to create safer and more sustainable roads.

EROAD’s values are key to achieving this purpose and these

were refreshed and updated during the year.

EROAD’s values are:

• We do what’s right;

• We play as a team;

• We learn & grow; and

• We get it done.

The Company’s values reflect our commitment to delivering

the best outcomes for EROAD, our team, our customers,

shareholders, and wider stakeholders.

The Company’s Code of Ethics provides guidance on

the behaviours that will enable the directors, employees,

independent contractors, and advisers of EROAD and our

related companies (“EROADers”) to align their conduct, actions,

and decisions with EROAD’s purpose and values.

Broadly, the behaviours will lead to all EROADers enjoying

an open, transparent, positive and high-performing culture

with the following attributes: full commitment across the

Company to the success of EROAD’s future; constructive

relationships being developed and maintained in an open,

professional and respectful manner; good career development

opportunities being provided within EROAD; consultation on

matters concerning EROADers and the business; and everyone

incorporating EROAD’s values into their work to collectively

achieve EROAD’s purpose. The Code of Ethics also addresses,

amongst other things, confidentiality; conflicts of interest and

corporate opportunities; receipt of gifts and personal benefits;

expected conduct; whistleblowing; corruption; reporting

concerns regarding breaches of the Code, other policies, and the

law. All EROADers are made aware of EROAD’s key policies and

receive training on these via our online training platform. Whilst

there is no formal assessment for corruption per se, EROAD

has a range of Codes and Policies that discourage corrupt

behaviours by employees.

Several other policies and documents are regarded as being

important in ensuring high ethical standards are maintained.

This includes EROAD’s Code of Conduct which sets out

EROAD’s purpose, values, and culture. The Code further

discusses personal behaviour, workplace stress, responsibilities,

privacy and so on. The Market Disclosure Policy sets out

the Company’s commitment to the promotion of investor

confidence by ensuring that the trading of EROAD shares

takes place in an efficient, competitive and informed market.

The Securities Trading Policy clearly sets out for directors

and employees of EROAD when they may buy or sell the

Company’s shares, and the approvals that are required prior to

trading. The underlying principle of the Policy is that EROAD is

committed to ensuring our directors, officers, employees and

advisers do not trade EROAD shares while in possession of

inside information. An Interests Register is kept, in accordance

with the requirements of the Companies Act 1993 and the

Financial Markets Conduct Act 2013, to ensure all relevant

transactions and matters involving the directors are recorded.

The Related Party Transactions Policy governs any proposed

or actual related party transactions. The Whistle-blower Policy

supplements the Code of Ethics and Code of Conduct provisions

regarding reporting concerns by providing a clear pathway for

resolving issues that may have arisen. EROADers can raise any

critical concerns with their manager or with any member of

the executive team and any major concerns will be passed up

to the Board where appropriate. Additionally, EROAD has an

independent whistle-blower email for EROADers to use. This

is managed by EY Australia. The Board and management will

review any critical concerns and will work with the appropriate

EROADers to swiftly resolve any serious reports. EROAD’s

Modern Slavery Statement will be published within our EROAD

Sustainability Report and will be available on our investor

website page from the date the Report is published.

Our in-house legal team provides advice and assistance to

the business globally on how to comply with our various legal

obligations. External legal counsel is engaged to assist us as and

when required.

EROAD’s Code of Ethics, Market Disclosure, Securities Trading,

Related Party Transactions and Whistle-blower policies can be

found at the Investor website page.

FY23 goal: To further strengthen our ethical practices we intend

to prepare a Supplier Code of Conduct to ensure our suppliers

understand and share our commitment to building a supply

chain structure that supports our approach to corporate social

responsibility and sustainability.

EROAD Annual Report 2022 | CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT | EROAD Annual Report 2022100101
PRINCIPLE 2: BOARD COMPOSITION

AND PERFORMANCE

RESPONSIBILITIES OF THE BOARD AND

EXECUTIVE MANAGEMENT

The business and affairs of EROAD are managed under the

direction of the Board of Directors. The role of the Board is

to approve the purpose, values and strategic direction of the

Company, to guide and monitor EROAD’s management in

accordance with the purpose, values and strategic plans, and to

oversee good governance practice. The Board Charter sets out

internal Board procedures and defines the Board’s specific roles

and responsibilities that include, amongst other things:


appointment of a Chair;

• in consultation with the Chief Executive Officer (CEO),

providing strategic direction and approving EROAD’s

strategies and objectives;

• advancing major strategies for achieving EROAD’s objectives;

• setting a risk appetite for the management of risks;

• determining the overall policy framework within which the

business of EROAD is conducted; and

• monitoring management’s performance with respect to

these matters.

The Board has a statutory obligation to reserve

responsibility for certain matters and these are set out in

the Charter. The Board also deals with issues relating to the

appointment or removal of the CEO, ensuring adequate

resources are available to management to run the business,

overseeing director appointments and reappointments,

approving financial and business plans, and considering matters

that are outside delegated authority levels. The Board uses

Committees to address certain issues that require detailed

consideration by members of the Board who have specialist

knowledge and experience.

The Board regularly reviews and assesses our governance

structures, policies, and procedures to ensure these are in line

with best practice and legal requirements. The Board Charter

was last updated in October 2019.

Management of the day-to-day operations and responsibilities

of EROAD together with delivery of the strategic direction and

goals is delegated to the executive management team under

the leadership of the CEO. The Board holds management

accountable for the performance of our delegated functions.

In doing so the Board constructively challenges management’s

proposals and decisions and seeks to instil a culture of

accountability throughout the Group.

This is achieved by monitoring management’s performance by

receiving reports and plans, maintaining an active programme of

engagement with senior management and through the Board’s

annual work programme.

If circumstances arise where a director needs to obtain

independent advice, that director is, as a matter of practice, able

to seek such advice at the expense of EROAD.

FY23 goal:

• Review Board processes and reporting framework to further

support the Board’s focus on performance, management of

compliance and risk and monitoring of the global big picture;


Review and update the Board Charter.

BOARD COMPOSITION

EROAD is committed to ensuring that the composition of the

Board includes directors who collectively bring an appropriate

mix of skills, commitment, experience, expertise, and diversity

to Board decision-making. At 31 March 2022 EROAD had six

directors, four of whom were non-executive directors. Steven

Newman, the CEO, was an executive director, as is Selwyn

Pellett. The Board was pleased to announce the appointment

of Sara Gifford, an additional independent director who

commenced her directorship in April 2022.

A brief biography of each Board member, including experience,

length of service, expertise, role, and the term of office is set out

in the “The Board” section of this report. Disclosure on director

shareholdings and other directorships is included on pages 141

of this report.

The Board does not have a tenure policy, but it is of the view

that the profile, represented by the length of service of each

of our directors, is appropriately balanced such that Board

succession and renewal planning is managed over the medium

to longer term.

DIRECTOR NOMINATION, APPOINTMENT,

RETIREMENT AND RE-ELECTION

The Board takes an active role in the appointment of new

directors and has established a Remuneration, Talent and

Nominations Committee (“RTNC”) to assist it with the selection,

appointment, and reappointment of Directors to the Board.

The Committee also has oversight of EROAD’s overall human

resources strategy. The Committee’s specific responsibilities are

set out in our Charter, which is available at the Investor

website page.

The Appointment and Selection of New Directors Policy sets

out the criteria and process that the Committee will follow

during the process of selecting and appointing new directors

as and when a vacancy arises and in considering whether

to recommend the reappointment of existing directors. The

Appointment and Selection of New Directors Policy can be

viewed at https://www.eroadglobal.com/global/investors/.

Where a candidate is recommended by the RTNC, the Board

will assess that candidate against a range of criteria including

background, experience, professional qualifications, personal

qualities, the potential for the candidate’s skills to augment

the existing Board (board skills matrix) and the candidate’s

availability to commit to the Board’s activities.

EROAD is also particularly committed to ensuring that we

have a diverse organisation. Levels of both gender and cultural

diversity across EROAD’s workforce are higher than the IT

industry average. That said, we are conscious of the under

representation of women in our current board composition.

We continually review the skills and experience we consider

we require to provide the appropriate governance for the

Company as it moves through its next phase of growth.

Diversity is a key consideration. Selwyn Pellett was appointed

to the Board in December 2021 following the completion of

the Coretex acquisition. Selwyn is an executive director and

will stand for election at this year’s annual meeting. As part

of the skills assessment process, we are also considering the

need for an additional director. Our commitment to identifying

suitable female candidates with this skillset through a rigorous,

comprehensive search process led to the appointment of Sara

Gifford to the Board in April 2022. Sara Gifford will stand for

election at this year’s annual meeting as an

independent director.

At last year’s annual meeting, Graham Stuart retired by rotation

and being eligible, offered himself for re-election and was

re-elected to the Board. At this year’s annual meeting, Selwyn

Pellett and Sara Gifford will stand for election and Susan

Paterson will stand for re-election.

In line with the NZX Code Recommendations, checks are made

for any material adverse information before a candidate is

recommended to the Board for election or re-election. Where

appropriate, external consultants are engaged to assist in

searching for candidates. The Board includes in the Notice of

Meeting for annual meetings all material information that is

considered relevant to a decision on whether to elect or re-elect

a director.

All new and reappointed directors enter into a written

agreement with EROAD, which sets out the terms of their

appointment. New directors also complete a comprehensive

induction programme that enables them to meet with the

Chairman, the Finance, Audit and Risk Committee (“FRAC”)

Chairwoman and senior management to gain insight into

EROAD’s values and culture, our business operations, key risks

and regulatory and legal framework. The program also includes

site visits. Each director’s induction program is tailored based on

the director’s existing skills, knowledge, and experience.

All directors are expected to maintain the skills required to

discharge their obligations to the Company. On an ongoing

basis, directors are provided with papers, presentations and

briefings on matters which may affect EROAD’s business or

operations to assist the directors regarding understanding

key developments in the industry in which EROAD operates.

The Board considers that Barry Einsig, Steven Newman,

Tony Gibson and Selwyn Pellett all have industry specific

experience. Directors are also encouraged to undertake

continuing education and training relevant to the discharge of

their obligations as directors of the Company. We are always

working to broaden the expertise, skillset, and knowledge of the

Board with a view to increasing diversity and broadening the

geographic location of directors.

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BOARD SKILLS

At Board level, diversity allows EROAD to benefit from a range of different perspectives that collectively lead to healthier debate and

decision-making. The Board considers that Barry Einsig, Tony Gibson and Selwyn Pellett all have transport industry specific experience.

Graham Stuart and Susan Paterson bring listed company and finance / risk experience. Sara Gifford, Barry Einsig and Selwyn Pellett

have extensive experience in technology solutions. Overall, the Board’s skill set is as set out in the following table.

Business contextCapabilityKey elementCurrent board

A depth of industry experience

and awareness of sector trends

Executive industry

experience

Mordern executive telematic hardware experience

Hardware R&D

Product softwareFleet management or adjacent software

development

Data-driven innovation and growth

Deep software development experience

Transport and

supply chain

Strong insight into transport – systems, trends

Fleet management

Supply chain Regulation Sustainability

Customer perspective

Driving long-term value creation

through serving customer needs

Modern technologistSaaS businesses

Data analytics / AI

Strong scale tech networks

Modern cloud expertise

Cybersecurity

Key trends in tech sector

Tech go-to-market

strategy and sales

Sales channel leadership experience – digital and

enterprise selling

Customer-centric strategies identifying new growth

opportunities

Building world-class sales capability

Go-to-market strategy

Driving revenue growth – beyond $1bn

Digital product

marketing

Tech sector marketing

Building customer insight

Brand development

Key customer

segment insight

New Zealand

North America

Australia

Scaling experience to guide

EROAD growth towards a $1b

company

Scale software

Company

Scaling a technology or SaaS organisation

– beyond $1b

Growth strategy development and execution

Capital market leadership

InvestmentDirect exposure to investments in technology

companies that have successfully scaled

M&A / takeovers

Long-term value creation

Finance / investment community insight

Technology

infrastructure

Scale IT infrastructure

Technology trends

Technology risk

Supporting financial and culture

growth as scale and complexity

builds

FinanceFormer CFO / CA / ARC Chair expertise Financial

strategy (tech)

Financial reporting and regulations

Risk management

People and

compensation

Corporate culture and diversity & inclusion

Executive compensation experience

Employee engagement

Performance and talent

H&S

Driving best practice in

governance and strategic

leadership

Listed governanceScale public company governance experience - NZX,

ASX, NASDAQ ESG

Shareholder engagement and partnering

Chair succession potential

Demographic

diversity

Gender, ethnicity, age

KeyHigh capabilityModerate capability

The Board also believes that the tenure of each of its members is important as it seeks to balance independent, institutional knowledge

gained through length of service and the importance of fresh perspectives in decision-making. The Board does not have a tenure

policy, but it is of the view that the profile, represented by the length of service of each of our directors and as set out in the following

table, is appropriately balanced such that Board succession and renewal planning is managed over the medium to longer term.

With the appointment of Sara Gifford on 1 April 2022 and Steven Newman’s resignation on 8 April 2022 the Board’s tenure changed

from what it was at 31 March 2022. The current Board tenure information is set out in the following table.

Director period of appointment as at 30 April 20220-3 years3-9 years9 years +

Number of directors321

FY23 goal: Appoint an additional director

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INDEPENDENCE OF DIRECTORS

The factors that are considered by the Board when assessing

the independence of our directors are set out in the Board

Charter. The guidance provided in the NZX Code is also

considered alongside the ASX Corporate Governance Principles

and Recommendations. As set out in the Board Charter, factors

that may impact a director’s independence include:

1. being currently, or within the last three years, employed in an

executive role by EROAD, any of our subsidiaries, and there has

not been a period of at least three years between ceasing such

employment and serving on the Board;

2.

currently, or within the last twelve months, holding a senior

role in a provider of material professional services to EROAD or

any of our subsidiaries;

3. having a curren

t, or within the last three years, material

business relationship (e.g. as a supplier or customer) with

EROAD or any of our subsidiaries;

4.

being a substantial pr

oduct holder of EROAD, or a senior

manager of, or person otherwise associated with, a substantial

product holder of EROAD;

5.

having a curren

t, or within the last three years, material

contractual relationship with EROAD or any of our subsidiaries,

other than as a director;

6.

having close family ties with an

yone in the categories listed

above; or

7.

having been a direc

tor of EROAD for a length of time that may

compromise independence.

In each case, the materiality of the interest, position, association

or relationship needs to be assessed to determine whether it

might interfere, or might reasonably be seen to interfere, with

the director’s capacity to bring an independent judgment to

bear on issues before the Board, to act in the best interests of

EROAD, and to represent the interests of our financial product

holders generally. The Board reviews the independence of each

Director considering interests that each director is required to

disclose in relation to the factors set out above.

Based on these factors, EROAD considers that, as at 31 March

2022, Graham Stuart, Anthony Gibson, Susan Paterson and

Barry Einsig were independent directors.

BOARD PERFORMANCE

Performance evaluations for the Board, the Board’s committees,

individual directors, and executives are undertaken regularly.

The Board Charter requires the Board to undertake a regular

performance evaluation of itself that:

• compares the performance of the Board with the requirements

of our Charter;

• revie

ws the performance of the Board’s committees and

individual directors; and

• makes improvements to the Board Charter where


considered appropriate.

As part of the Board review process, an independent third party

is appointed to review the Board performance periodically. The

FY22 review included, for the first time, an ESG component.

Key areas of focus from the report include supporting the

onboarding of a new CEO, execution of EROAD’s strategic

plan, including integration of Coretex, resetting the Board

composition with a particular focus on increasing the number of

NA appointments and ensuring Board materials are focused at

the right strategic level. Self-assessments are undertaken by the

Board biennially as an alternative to the independent evaluation.

FY23 goal:

• Complete board performance review by external consultant.

• Implement recommendations made as a result of the Board’s

FY22 self-assessment.

COMPANY SECRETARY

During FY22, Mark Heine maintained his role as the Company

Secretary. He was accountable to the Board, through the

Chairman, on all matters to do with the proper functioning of

the Board. Mr. Heine had regular discussions with the Chairman

to manage the flow of information between EROAD’s Board,

our committees, and senior executives. He was responsible

for all aspects of legal compliance at EROAD together with

the Company’s relationship with regulators and evaluating

new regulatory opportunities in New Zealand. Mr. Heine’s

remuneration was tied to the same STI and LTI plan as EROAD’s

wider executive team. These plans are further explained on

page 127.

EROAD has been a party to two legal actions in FY22. The first

of these relates to the terms of patent licence agreement, which

has now been settled, and the second relates to a claim for

early termination fees against a customer which terminated its

agreement with EROAD. Mr. Heine is not aware of any pending

actions regarding anti-competitive behaviour and violations of

anti-trust and monopoly legislation. EROAD has not identified

any non-compliance with any laws and/or regulations, nor

has the Company been subject to any significant fines or non-

monetary sanctions for non-compliance with any laws and/or

regulations in the social and economic area.

DIVERSITY AND INCLUSION

EROAD and our Board are committed to a workplace culture

that promotes and values diversity and inclusion. The Company

pursues a broad programme of diversity by recognising,

valuing, and considering our employees’ different backgrounds,

knowledge, skills, needs and experiences.

The Board recognises that diversity and inclusion lead to a

better experience at work for EROAD’s employees, makes

teams stronger, leads to greater creativity and performance,

contributes to a more meaningful relationship with

customers and stakeholders, and, ultimately, increases value

to shareholders. When there is a variety of thinking styles,

backgrounds, experiences, perspectives and abilities, employees

are more able to understand customers’ needs and to respond

effectively to them, thus best equipping EROAD for future growth.

EROAD encourages diversity and inclusion by:

• having a robust recruitment process in place to attract capable,

motivated, engaged, creative and diverse candidates; and

• fostering a culture and environment of inclusion through various

initiatives, policies, and development opportunities.

To deliver on our strategy, EROAD has designed a scalable and

diverse organisation with the right skillset to grow and mature

the Company’s operations in new markets and geographies.

We explain this in more detail in the People section of the FY22

Sustainability Report.

The Board has adopted a Diversity and Inclusion Policy

in accordance with the NZX Code and the ASX Corporate

Governance Principles and Recommendations. The policy is

available at the Investor website page. To ensure continued

focus and prioritisation, the policy requires the Board to set,

review and report on measurable objectives for achieving and

promoting diversity across EROAD’s business. Implementation

of actions to achieve the objectives is the responsibility of

the CEO. Progress has been made in FY22 in achieving the

objectives. One of the achievements is that the percentage of

female employees exceeds the percentage of female employees

in the technology sector generally. EROAD employees also cover

a broad age range (currently 19 through to 73 years) and come

from over 29 different countries. EROAD is currently migrating

our employee data to Workday. This platform will empower us

with further capability to capture and report on D&I information

from a demographic-profile perspective. We are currently

building out our objectives in this space.

Further, EROAD has maintained the following key goals

regarding Diversity & Inclusion:

• Culture & Values

To deliver appropriate internal policies and programs supporting

and promoting diversity and inclusion that are adopted at each

level of EROAD’s business.

EROAD delivers a diverse range of cultural celebrations

and social events, with a broad range of people on relevant

committees. This includes events such as: Cultural Day, Matariki

Day, 4th of July, Australia Day, Diwali, and International

Women’s Day. Diversity and Inclusion also plays a role in talent

planning designed to enable all employees the opportunity for

career advancement. Further, EROAD undertakes regular review

of employee remuneration and their approach to this, ensuring

pay equity.

• Inclusion

To ensure a culture which promotes and values inclusion. This

means key discussions are not limited to small groups and

involve a wide selection of people to promote diversity of thought.

EROAD creates a safe environment which actively encourages

EROADers to share their opinions. Leadership role modelling,

regular cultural awareness and celebration opportunities,

toastmasters and wellness programmes are some of the

mechanisms EROAD supports staff participation. Everyone has

the freedom and opportunity to voice their opinions.

Diverse groups contribute to business strategy and planning

activity, and inter-departmental social and work project

interactions connect people. Frameworks and managerial

education are provided to promote inclusion such as flexible

workplace practices.

• Leadership and People Development

A significant emphasis is given to developing our leaders and

people across EROAD. A Leadership Program was launched

in 2019 to ensure a consistent leadership approach is applied

across all teams, as well as giving a wide range of employees

new opportunities to develop as leaders.

It is encouraging to see that female participation in our

Leadership Program has increased with 39% female

participation and 61% male. This means there is a great pipeline

of future leaders. EROAD’s “Lean-In Circles” provide a safe

environment for employees to help each other develop. EROAD

is moving to an annual review of diversity of all promotions to

further strengthen our philosophy around equal opportunity.

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• Recruitment

Our goal is to ensure that our recruitment campaigns generate

a diverse pool of talent with value on experiential and cognitive

diversity and that all hiring decisions are based on merit.

To achieve this EROAD continues to advertise and promote on a

broad range of recruitment advertising channels and we apply

a diversity and inclusion lens to recruitment to maximise the

appeal to a diverse candidate pool. We have a scholarship that

gives priority to Māori and Pasifika candidates.

• Communication

EROAD’s expectations around diversity and inclusion are

communicated often and clearly, with a top-down approach.

Diversity initiatives such as cultural events and flexible working

are widely promoted. EROAD’s careers site supports recruitment

diversity. Inclusiveness is promoted at all levels.

• Gender balance

The table below shows the respective number of men and

women on the Board, in executive management positions (as

“Officers”) and across the whole organisation, including both full

time and part time employees, as at 31 March 2021 and 31 March

2022. Almost 34% of EROAD staff are female, which is above

average in our industry, and 13% of EROAD female employees

are in leadership roles.

20212022

WomenMenWomenMen

Board1 (20%)4 (80%)1 (17%)5 (83%)

Officers1 (12.5%)7 (87.5%)3 (20%)12 (80%)

Other

employees

137 (38%)226 (62%)178 (35%)337 (65%)

“Officers” are the CEO and senior executives reporting directly

to the CEO.

PRINCIPLE 3: BOARD COMMITTEES

The Board has established a Finance, Risk and Audit Committee

and a Remuneration, Talent and Nomination Committee.

These Board committees support the Board by working with

management and advisers on relevant issues at a suitably

detailed level. Recommendations are reported to the Board.

The Committees’ charters set out their objectives, procedures,

composition, and responsibilities. Copies of these charters are

available at the Investor website page.

All directors have a standing invitation to attend committee

meetings where there is no conflict of interest.

FINANCE, RISK AND AUDIT

COMMITTEE (FRAC)

The Finance, Risk and Audit Committee assists the Board in

fulfilling our oversight responsibilities relating to EROAD’s risk

management and internal control framework, the integrity of

our financial reporting and the auditing processes and activities.

Four meetings of the Finance, Risk and Audit Committee were

held during the year ended 31 March 2022.

Under the Finance, Risk and Audit Committee Charter, the

Committee must be comprised of non-executive directors,

all of whom must be independent. Further, the Chair of the

Committee must be an independent director and cannot be the

Chairman of the Board.

Employees only attend the Finance, Risk and Audit Committee

meetings at the invitation of the Committee. In the year ended

31 March 2022, the CEO, the Chief Financial Officer (CFO)

and General Counsel were invited to attend each of the four

meetings of the Finance, Risk and Audit Committee.

The current members of the Finance, Risk and Audit Committee

are Susan Paterson (Chair), Anthony Gibson and Graham Stuart.

All members of the Finance, Risk and Audit Committee are

independent non-executive directors.

QUALIFICATIONS AND EXPERIENCE OF

COMMITTEE MEMBERS

Susan Paterson: Susan has held a number of roles where she

was accountable for the financial performance of entities.

She has spent the last 25 years either chairing or contributing

to Audit Committees within both government and private

company arenas. Susan regularly attends training courses on

financial matters and best practice in Audit and Assurance.

Susan holds an MBA from London Business School (focused on

finance and strategy) and is a Chartered Fellow of the Institute

of Directors. In 2015 Susan was appointed as an Officer of the

New Zealand Order of Merit in recognition of her service to

corporate governance.

Anthony Gibson: Tony has extensive governance and

international executive experience. Tony was the CEO of

Ports of Auckland Limited for 11 years and prior to this role

was Managing Director of Maersk Line New Zealand, Director

of Maersk Logistics and Managing Director of P&O Nedlloyd

for New Zealand and the Pacific Islands and held senior

management roles in Europe, Asia and Africa. Tony has also

been the chair of North Tugz, Nexus Logistics and Conlixx.

In addition, Tony brings extensive transportation and logistic

expertise to the Board, including being appointed by the

Government in 2009 as a member on the Independent Review

of the NZ Road User Charging System.

Graham Stuart: Graham has over 30 years of governance

experience. In addition to his extensive service on company

boards, Graham has had a highly successful executive career

split between CEO and CFO roles. Graham has held roles that

were highly strategic in nature, within dynamic environments

and in high growth businesses. 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).

The Chairperson of the Committee reported to the Board on the

Committee’s proceedings following each meeting.

FY23 goals: Implement Committee recommendations regarding

duties, responsibilities and scope of activities.

REMUNERATION, TALENT AND

NOMINATION COMMITTEE (RTNC)

The Remuneration, Talent and Nomination Committee oversees,

amongst other things, the remuneration and benefits policies;

the CEO’s performance review and performance objectives;

remuneration of EROAD’s executives; succession planning

and associated management development for the CEO and

the executive team; and the effectiveness of the Diversity and

Inclusion Policy. It also oversees the director appointment

process when a vacancy arises and the reappointment of

sitting directors.

The current members of the Remuneration, Talent and

Nomination Committee are Anthony Gibson (Chair), Graham

Stuart, Susan Paterson, Sara Gifford, Barry Einsig and

Selwyn Pellett.

Barry Einsig is currently a principal at CAVita, where he provides

consulting services to cities, governments and companies on

Smart Cities, transport mobility and connected/automated

vehicle systems. His extensive global experience in the transport

industry, coupled with his network of industry colleagues, is

of real value to the Board in their recruitment and succession

planning. With an executive level background in large publicly

traded companies, Barry supports the RTNC’s focus on

remuneration and organisational matters.

Steven Newman attended parts of the two Remuneration, Talent

and Nomination Committee meetings at the invitation of

the Committee.


The Chairperson of the C

ommittee reported to the Board on the

Committee’s proceedings following each meeting.

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BOARD PROCESSES

The Board held six meetings during the year ended 31 March 2022.

Board

Finance, Risk and Audit

Committee

Remuneration, Talent and

Nomination Committee

Eligible to

attend

Attended

Eligible to

attend

Attended

Eligible to

attend

Attended

Graham Stuart664422

Anthony Gibson664322

Susan Paterson 664422

Steven Newman 664422

Barry Einsig66--22

Selwyn Pellett22--11

Sara Gifford11----

In addition to the above scheduled Board meetings, the Board also had an additional 11 Board meetings in relation to the acquisition of

Coretex Limited.

TAKEOVER PROTOCOL

The Board has a formal written protocol that sets out the procedure to be followed in the event that a takeover offer is received

by EROAD. The Protocol summarises key aspects of takeover preparation, and sets out governance, conflict and communications

protocols for takeover response. This Protocol provides that in the event of a takeover offer, the Board would establish an Independent

Takeover Response Committee to manage its takeover response obligations.

PRINCIPLE 4 – REPORTING & DISCLOSURE

MAKING TIMELY AND BALANCED DISCLOSURE

EROAD is committed to promoting shareholder confidence through open, timely and accurate market communication. The Company

has procedures in place to ensure compliance with our disclosure obligations under the NZX Listing Rules and the ASX Listing Rules.

The Board has a Disclosure Committee that comprises the CEO, CFO and one Independent Director. The Disclosure Committee is

responsible for administering EROAD’s compliance with our Market Disclosure Policy, including our NZX and ASX continuous disclosure

obligations. The Disclosure Officers, being the CEO and CFO, will recommend to the Disclosure Committee whether a market disclosure

should be made. The Disclosure Officers are ultimately responsible for all communications with NZX and ASX regulators.

EROAD’s Finance, Risk and Audit Committee Charter oversees the quality and integrity of external financial reporting including the

accuracy, completeness, balance and timeliness of financial statements. It reviews interim and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas of judgement, compliance with financial reporting standards,

NZX, ASX and legal requirements, and the results of the external audit. All matters required to be addressed and for which the

Committee has responsibility were addressed during the period under review.

All interim and full-year financial statements are prepared in accordance with relevant financial standards.

NON-FINANCIAL REPORTING

Safety, communities and the environment are at the heart of

EROAD’s culture. Our philosophy and achievements in these

areas are further outlined in our FY22 Sustainability Report.

EROAD is committed to an awareness of environmental,

economic, and social sustainability factors. EROAD’s General

Counsel and CFO have an informal responsibility for economic,

environmental, and social topics. The General Counsel and

CFO inform the Board of any material factors that come to

light and keep the Board up to date with current market trends

and processes in this space. The directors are committed to

progressing ESG matters and consider these at every board

meeting. Members of the Executive Team report directly to the

Board on these as and when they see fit. The Board also takes

advice from the FRAC Committee, General Counsel, Risk &

Compliance Manager, Net Zero Steering Group, Global Market

Development Team and the Road Network Insights Team. The

Board receives reports on a series of performance measures

that are considered key indicators of EROAD’s performance in

areas across all the business units. Recommendations based

on the performance measures are incorporated into agreed

actions to mitigate the identified risks. The Board delegates to

management who follow EROAD’s Health and Safety Policy,

Delegation of Authority Roles, Roles & Responsibility Matrix,

Treasury Policy, Risk Appetite Statement, Code of Ethics and

Code of Conduct. EROAD reports on our sustainability efforts on

an annual basis in our Sustainability Report. Further information

is available in the Risk section of this statement.

As noted in the Remuneration section, up to 60% of the Short-

Term Incentive scheme targets are based on the achievement of

strategic (non-financial) program targets from the annual plan.

EROAD is pleased to provide further reporting on sustainability

factors in our FY22 Sustainability Report. EROAD’s commitment

to health and safety, diversity and community benefits are

discussed in our FY22 Sustainability Report.

PRINCIPLE 5 – REMUNERATION

See the Remuneration Report on page 120 of this Annual Report

which outlines our compliance with Principle 5.

PRINCIPLE 6 – RISK MANAGEMENT

RISK MANAGEMENT FRAMEWORK

EROAD is committed to the identification, monitoring and

management of material financial and non-financial risks

associated with our business activities. The Board ultimately has

responsibility for internal compliance and control. It recognises

that a sound culture is fundamental to an effective risk

management framework. The Company’s purpose, values and

Code of Ethics are important contributors to instilling effective

risk management and awareness, and to support appropriate

behaviours and judgements about risk taking within the

parameters. EROAD’s risk management framework provides for

the oversight and management of financial and non- financial

material business risks, as well as related internal systems. The

framework is designed to:

• optimise the return to, and protect the interests of, stakeholders;

• safeguard EROAD’s assets and maintain our reputation;

• improve EROAD’s operating performance; and

• support EROAD’s strategic objectives.

EROAD’s Risk Management Policy is available at the Investor

website page.

EROAD’s risk management strategy enhances strategic planning

and prioritization, as well as assisting in the achievement of

key objectives. The strategy also strengthens EROAD’s ability

to be agile when responding to challenges that may be faced.

The risk management framework requires senior executives

and the wider leadership team to review risks against the risk

limits and triggers in the risk appetite statement (Risk Appetite)

and to update the Risk Register on a periodic basis. The

register identifies all known risks, including those that are key

to EROAD’s strategy and business priorities. The Risk Register

records risks by impact, probability, and trending, and records

the controls for those risks. Risk mitigation for high-risk projects

must be addressed from inception and be supervised by the

appropriate executive team members. The executive team

reviews the Risk Register in setting EROAD’s strategy

and budgets.

The Finance, Risk and Audit Committee periodically reviews

the Risk Appetite, the Risk Register and other relevant aspects

of the risk management framework. In addition, a review is

undertaken, with the external auditors and management, of the

policies and procedures in relation to material business risks.

The Finance, Risk and Audit Committee, in conjunction with

management, reports to the Board on the effectiveness

of EROAD’s management of our material business risks

and whether the risk management framework is operating

effectively in all material respects.

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RISK APPETITE

During FY22 the EROAD Board and Executive continued to rely on the Risk Appetite to provide guidance to, and monitoring of

employees, contractors, and suppliers. EROAD’s risk appetite sets out the amount and type of risk that EROAD is willing to accept to

meet our strategic objectives and create value for our customers and stakeholders. EROAD is strategically focused and risk aware, but

is not a risk-averse organisation. Risks are taken in alignment with EROAD’s purpose and in accordance with EROAD’s values. EROAD

has no appetite for risks that do not align with these.

EROAD has five key risk categories and adopts a different risk appetite for each identifiable risk within these categories. The five risk

categories are:

• Growth & Strategy

• Financial

• Expectations

• People

• Regulatory & Governance

Although the Coretex Integration Programme falls within the scope of the Growth & Strategy category, it was incorporated as a

separate cross-cutting theme in the monthly appetite reporting over the latter half of FY22.

A summary of EROAD’s risk appetite is set out below.

Risk Appetite Level

Growth And

StrategyFinancial

Customer

ExpectationsPeople

Regulatory and

Governance

Very high

High

• Strategic risk


Partnerships and

acquisitions

• Growth

constraints

• Innovation• Capability


Learning /

knowledge

Medium

• Regulatory

environment

Low

• Strategic

execution

• Working capital

• Cost of Capital

• Shareholder

liquidity


Global Supply

chain and

inven

tory

• Customer

interactions

• Product deliv

ery

• Key roles, single

point of failure

Very low

• IT and cyber

security

• Quality and

resilienc

e


Privacy


Governance risk

No appetite

• Banking

covenants

• Product

compliance

• Health and Safety

• Purpose and

values

• Legal & regulatory risk

In managing the Company’s business risks, the Board approves and monitors policy and procedures in areas such as treasury

management, financial performance, taxation and delegated authorities.

During FY23 EROAD plans to review and revise the Risk Appetite Statement (RAS), giving particular attention to addressing distinct

regional and product-specific requirements, recalibrating performance measures, and enabling operational integration of corrective

actions that are identified.

FY23 goal: Review and revise EROAD’s Risk Appetite Statement to incorporate regional and product-specific matters.

INSURANCE

EROAD has insurance policies in place covering areas where risk

to our assets and business can be insured at a reasonable cost.

HEALTH AND SAFETY RISK MANAGEMENT

The Board considers ensuring safety and wellbeing at EROAD

to be one of our core roles. Our specific responsibilities are set

out in the Board Charter. The Board is committed to ensuring

that safety and wellbeing is a top priority for EROAD and is

embedded into every aspect of EROAD’s business. EROAD’s

Safety and Wellbeing Policy is a management policy that

provides for the oversight and management of health and safety

risks on behalf of the Board.

EROAD’s Safety and Wellbeing Management Framework

outlines safety and wellbeing activities at EROAD and articulates

safety and wellbeing responsibilities for the Board, the executive

team and the people performing work for EROAD. The

framework requires objectives and key results to be established

and incorporated into business planning processes to enable

the Safety and Wellbeing Policy’s intent and related strategies

and procedures to be achieved. The framework also requires the

safety and wellbeing strategy to be reviewed every three years

to ensure alignment with EROAD’s values, the overall business

strategy and the safety and wellbeing vision.

At each Board meeting, members of the Board are provided

with a safety and wellbeing report summarising EROAD’s

risk profile and management actions, the current safety and

wellbeing focus, lead and lag indicators and updates from the

Safety and Wellbeing staff committee. In the year ended 31

March 2022, there have been no notifiable events to report to

WorkSafe NZ.

PRINCIPLE 7 – AUDITORS

Oversight of the Company’s external audit arrangements to

safeguard the integrity of financial reporting is the responsibility

of the Finance, Risk and Audit Committee. The External Auditor

Independence Policy ensures that audit independence is

maintained, both in fact and appearance. It covers:

• the selection and appointment process for the external auditor;

• rotation of external audit partners;

• policy to ensure external auditors’ independence;

• provision of non-audit services; and


reporting to the Financ

e, Risk and Audit Committee.

The policy is available at the Investor website page.

The role of the external auditor is to audit the financial

statements of the Company in accordance with applicable

auditing standards in New Zealand and to report on their

findings to the Board and shareholders of the Company.

EROAD’s external auditor is Aaron Woolsey from KPMG.

Aaron became the engagement partner in 2020 following the

completion of the audit for the 2020 financial year. Mr Woolsey

has provided an independence attestation to the Board. He will

attend the annual shareholder’s meeting to answer questions

from shareholders in relation to audits.

EROAD does not have an internal audit function. The Finance,

Risk & Audit Committee pays particular attention to matters

raised by the Company’s auditor. It also requires the Executive

Team to report periodically on areas identified as most sensitive

to risk together with recommendations for improvements

and changes to internal controls. Through the steps outlined

under the Risk Management section, the Board ensures

EROAD is reviewing, evaluating and continually improving the

effectiveness of our risk management framework.

The Chief Financial Officer has a direct line of communication

with the Chair of the Finance, Audit and Risk Committee and the

external auditor.

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PRINCIPLE 8 – SHAREHOLDER RIGHTS

AND INTERESTS

EROAD recognises the importance of providing our

shareholders and the broader investment community with

access to up to date, high-quality information to enable them

to: monitor the Company’s performance; participate in decisions

required to be put to owners; and provide avenues for two-

way communication between the Company, the Board and

shareholders. The Shareholder Communication Policy sets out

how EROAD engages with shareholders and other stakeholders

to provide them with written communications, electronic

communications and access to the Board, management and

auditors. It is one of the corporate governance policies included

at the Investor website page.

EROAD’s website is an important information portal and is

kept up to date with relevant information, including copies of

shareholder reports, presentations and market announcements.

Releases and reports are published to the website once they

have been provided to and publicly released to both the NZX

and ASX. The website also contains Board and management

profiles together with information on EROAD’s history, awards

and a library of product information.

Shareholders can easily communicate with EROAD, including

by way of email to the address investors@eroad.com.

EROAD’s major communications with shareholders during

the financial year include our annual and half-year results,

Annual Report, Sustainability Report and the annual meeting of

shareholders. The Annual Report is available in electronic and

hard-copy formats. Shareholders have the option to receive

communications from EROAD electronically.

Shareholders have the right to vote on major decisions as

required by the NZX Listing Rules.

The Notice of Meeting is sent to shareholders and published on

EROAD’s website at least 20 working days prior to the annual

shareholders’ meeting each year.

The Board notes the recommendation in the NZX Corporate

Governance Code that boards of issuers are responsible for

considering the interests of all existing financial product holders

when assessing their capital raising options. When practical,

issuers should favour capital raising methods that provide

existing equity security holders with an opportunity to avoid

dilution by participating in the offer. Recommendation 8.4

states that shares should first be offered pro rata, and on no

less favourable terms, to existing shareholders before further

equity securities are offered to other investors. In July 2021

EROAD conducted a NZ$64.4m placement and a NZ$20m

share purchase plan to partially fund the acquisition of Coretex

Limited. EROAD did not comply with Recommendation 8.4.

EROAD’s Board opted for a Placement scheme and Share

Purchase Plan. The Board was focused on ensuring that all

shareholders, where possible, received at least a pro rata

allocation of shares. In order to ensure as many shareholders

as possible maintained their proportionate shareholding, the

Board increased the size of the Share Purchase Plan offer per

participant to NZD $32,000 (AUD $30,000) and accepted

additional applications through the plan.

FY23 goal: Engage an independent expert to report on investor

sentiment to ensure the Board is able to monitor current and

emerging perceptions.

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REMUNERATION

REPORT

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REMUNERATION

REPORT

REPORT FROM REMUNERATION, TALENT

AND NOMINATION COMMITTEE CHAIRMAN

The appointment of a Chief Executive is arguably the most

important job any Board undertakes. It is important that

succession is actively planned for, and the Board, including

Steven, began a global search in late 2021 for a new Chief

Executive (CEO), to allow Steven to step back from the day-

to-day responsibility of leading the company. EROAD has

transformed significantly over its 14-year history. With Steven’s

resignation in early April the Board have had to reconsider

the skillset a new Chief Executive Officer needed to bring to

EROAD. The Board was extremely pleased to recently announce

the appointment of Mark Heine as EROAD’s Chief Executive

Officer. Given Mark’s deep knowledge of the business, team

building skills, and understanding of the company’s strategy he

emerged as the stand-out candidate. As Acting Chief Executive

Officer Mark has empowered the team and won the respect of

all. EROAD’s Board has been impressed by Mark’s leadership

and commercial skills and since his appointment as interim

Chief Executive Officer in early April he has breathed fresh air

into EROAD. His in-depth knowledge of the business will be

invaluable as we complete the integration of Coretex. EROAD

has also commenced its search for a permanent Chief Financial

Officer (CFO). The skill set we are looking for anticipates a more

internationally focused business. Over the past few months,

EROAD and Coretex have been focused on integrating teams in

New Zealand, North America and Australia. Our intention is to

ensure we keep the best elements of both companies to create

a unique and engaged culture for the new EROAD. Although

lockdowns in all of our markets has made integration of teams

challenging at times, across the business we have seen our

people respond with agility, resilience and dedication to a very

different working environment that was modified at pace to stay

ahead. This was a significant accomplishment in a difficult year.

REVIEW OF REMUNERATION STRUCTURE

Fixed remuneration is reviewed, but not necessarily increased,

on an annual basis. This review was undertaken as usual during

the year and took place in May 2021. Key considerations for

FY22 were to test, firstly, the principles behind where fixed

remuneration is pitched against market averages and, secondly,

whether any adjustments to variable “at risk” remuneration

were appropriate. EROAD has operations in New Zealand, North

America and Australia and sees the global market as the base

from which it recruits. The company has been listed since 2014,

generated 35% of its FY22 revenue from the North American

market and increased substantially in size with the Coretex

acquisition. Remuneration therefore needs to be based at an

appropriate level that reflects EROAD’s international operations

and growing recruitment needs.

Any remuneration increases for executives are approved by the

Board. A review was undertaken during the year by the RTNC

and took into account the market conditions relating to EROAD

and, for each position, the level of responsibility assigned to the

role, and each executive’s individual performance.

As EROAD continues to build on its successful global growth

path, the RTNC will continue to review regularly the structure

and components of remuneration packages to ensure the best

people are attracted to and retained by the company.

FY22 FIXED REMUNERATION

The RTNC has monitored market remuneration movements in

FY22. Its view is that EROAD’s executive remuneration is in line

with market benchmarks for similar roles. Salary negotiations

with permanent appointments for these roles will be undertaken

with the remuneration packages reflecting the skills and

attributes the successful candidates bring to the role.

Fixed remuneration across the company increased by an

average of 7.3%. Senior executive remuneration increased by an

average of 3.3%.

FY22 SHORT-TERM INCENTIVE

PLAN OUTCOMES

The performance and outcomes are reflected in cash payments

made to executives in May and November of each year. The

payout for the Short Term Incentive Plan (STI) for the first half

of FY22 averaged 57.4% of target opportunity (note, target

opportunity is a % of an employee’s total fixed remuneration).

The possible range was 0% - 150% payout of target opportunity.

The board has determined that there will be no payout for the

second half of the year.

LONG TERM INCENTIVE PLANS OUTCOMES

EROAD had two equity grant schemes operative during

the year.

EROAD’s FY18 and FY19 Total Shareholder Return (TSR) plans

required EROAD to exceed the median TSR of the NZX50 Group

over a defined period. The FY18 LTI plan period was 1 April

2017 to 28 May 2021 (when EROAD announced its FY21 annual

results) and the FY19 LTI plan period was 1 April 2018 to 28

May 2021. For the FY18 LTI plan, EROAD’s TSR performance for

the period saw it achieve a 165.5% return, placing it fifth in the

NZX 50. EROAD’s TSR performance for the FY19 LTI plan saw it

achieve a 44.9% return and a ranking above the median. In FY22

the Board approved the vesting of shares to participants for

both tranches.

Under the FY20 Long Term Incentive (LTI) plan, performance

share rights (PSRs) were issued (for nil consideration) to

participants. The award is linked to growth in EROAD’s total

contracted units (TCUs) between 1 April 2019 and 31 March

2022. The PSRs convert to shares (for nil consideration) if

targets are met. The scheme expired at the end of the financial

year. EROAD’s performance for the period saw it achieve growth

in contracted units above the scheme’s targets. The 100%

threshold target of 206,563 units was exceeded by an additional

574 units. The Board approved the vesting of 101% of the

performance share rights to the participants.

DIRECTOR REMUNERATION

At the 2021 annual shareholder meeting, shareholders approved

an increase in the annual non-executive director remuneration

pool from $500,000 to $850,000. No further increase is

proposed to be sought until the 2024 annual meeting.

SAY ON PAY VOTE

A change to the Australian Corporations Act (Cth) 2001 in 2011

introduced a Say on Pay regime which requires companies

listed on the ASX to include a non-binding resolution enabling

shareholders to vote on the adoption of a company’s annual

remuneration report. The Corporations Act Say on Pay regime

includes a ‘two-strike’ rule. The two-strike rule provides that if

at least 25% of the votes cast on the resolution to adopt the

remuneration report at two consecutive annual shareholders’

meetings are against adopting the remuneration report,

shareholders will have the opportunity to vote on a “spill

resolution” at the second annual shareholders’ meeting. In these

circumstances the spill resolution will be put to shareholders

at the second annual shareholders’ meeting as a contingent

resolution which will only be voted on if the remuneration report

is not adopted at the second annual shareholders’ meeting. The

spill resolution will ask shareholders to vote on whether the

company must hold another shareholders’ meeting to consider

spilling the board (known as a “spill meeting”). If the spill

resolution is approved by a simple majority of 50% or more of

the eligible votes cast, the spill meeting must be held within 90

days. At the spill meeting, those individuals who were directors

when the remuneration report was considered at the most

recent annual shareholders’ meeting will be required to stand

for re-election (other than the managing director, should the

company have one).

As a New Zealand registered company, EROAD is not required

to comply with the Corporations Act. However, the Board

has determined that as it seeks to continually improve its

governance in accordance with evolving international best

practice, it should adopt the Australian Say on Pay regime and

offer shareholders the opportunity to vote on its Remuneration

Report and to call a spill meeting in accordance with that

regime. At the 2022 Annual Shareholders’ Meeting a resolution

to adopt the Remuneration Report for the year ended 31 March

2022 will be put to shareholders. The outcome of the vote will

be non-binding.

APPROACH TO REPORTING

We have taken a different approach to reporting on

remuneration in this Annual Report in the interests of providing

shareholders with greater transparency regarding EROAD’s

remuneration practices. You will see we have expanded the

disclosure beyond what has previously been published. The

report will continue to evolve, and we will continue to focus

on ensuring it is fit for purpose by clearly explaining EROAD’s

remuneration practices. We welcome your feedback.

Tony Gibson

Chairman, RTNC

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FIVE YEAR METRICS

EROAD METRICS

Mar 22Mar 21Mar 20Mar 19Mar 18

Contracted units208,697 126,203116,48896,39077,600

Annualised monthly recurring revenue$134.6m $88.4m $84.0m $66.5m n/a

Revenue $114.9m$91.6m $81.2m $61.4m $43.8m

Free cash flow$(120.3)m$5.3m $(12.8)m $(13.0)m $(18.6)m

MARKET METRICS

NZX / NZ$Mar 22Mar 21Mar 20Mar 19Mar 18

Period end closing share price $4.38 $4.45 $2.00 $2.68 $3.83

EROAD total shareholder return-1.6% 122.5% -25.4% -30.0% 80.7%

S&PNZX50G return -3.6% 28.2% -0.5% 18.3% 15.6%

ASX / AU$*

Period end closing share price $4.14$4.06N /AN /AN /A

EROAD total shareholder return2.0%N /AN /AN /AN /A

S&P/ASX200 return10.4%33.8%-17.9%7. 3 %-1.8%

*EROAD listed on ASX on 21 September 2020.

DIRECTORS AND

SENIOR EXECUTIVES

This report focuses on the remuneration of EROAD’s directors, CEO and CFO in FY22.

PositionCountry of residence

Period position was held

during FY22

Executive

Steven NewmanManaging Director and Chief ExecutiveNew ZealandFull year

Alex BallChief Financial OfficerNew ZealandFull year

Non-executive directors

Graham Stuart

Chairman, Independent DirectorNew ZealandFull year

Barry EinsigIndependent DirectorUnited States Full year

Tony GibsonIndependent DirectorNew ZealandFull year

Susan Paterson

Independent DirectorNew ZealandFull year

Selwyn PellettExecutive DirectorNew ZealandAppointed 30 November 2021

Appointments and resignations that occurred after balance date are:

• Sara Gifford was appointed as a director on 1 April 2022. Ms Gifford resides in Boston in the United States. The Board has determined that

Ms Gifford is an independent director for the purposes of the NZX Listing Rules.

• Steven Newman resigned as director and CEO on 8 April 2022. Mark Heine was appointed Acting Chief Executive Officer on 8 April and as

the new Chief Executive Officer of EROAD on 21 June 2022.

• Alex Ball gave his resigned notice as CFO on 17 February 2022 with effect from 13 May 2022. Margaret Warrington was appointed Acting

CFO from 13 May 2022 until a new CFO is appointed.

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REMUNERATION

GOVERNANCE

The RTNC has responsibility

for overseeing remuneration

and organisational matters

at EROAD, including making

recommendations to the

board regarding company-

wide remuneration, benefits

and policies, together

with overseeing the senior

management team’s

performance objectives,

remuneration packages,

succession planning and

manager development

programmes. Fundamental to

the senior management team’s

achievement of success is strong

alignment to the Company’s

purpose and values.

ROLE OF THE RTNC

The RTNC has a charter that sets out its objectives and purpose.

Broadly these relate to

• director appointments and reappointments;

• remuneration and benefits; and

• performance, development and succession planning.

The RTNC oversees the overall human resources strategy and

its implementation. It also oversees remuneration policies and

practices relating to independent remuneration consultants

being engaged, director remuneration and senior management

remuneration and financial and other reporting as it relates

to remuneration.

The RTNC is responsible for overseeing director selection,

appointment, reappointment and succession together with

Board Committee memberships. This involves determining the

competencies required, the skills, experience and capabilities

currently represented on the Board and those that would

benefit the board by being introduced. The RTNC also has

responsibility for induction of new directors and overseeing

the ongoing training and upskilling of existing directors and

senior management.

The RTNC leads the process for the appointment of the CEO,

setting his or her terms of employment, monitoring performance

against key performance indicators and, where necessary,

terminating his or her employment. Similar responsibility sits

with the RTNC for any of the CEO’s direct reports in relation

to material changes to the terms of employment, and where

necessary, termination.

The Committee periodically reviews its objectives and activities.

Any changes in the duties and responsibilities of the Committee

or the terms of its Charter are made as a recommendation to

the Board. No changes were made during the year.

The RTNC has no decision-making powers except where

expressly provided by the Board.

COMMITTEE MEMBERSHIP

AND INDEPENDENCE

The members of the RTNC are Tony Gibson (Committee Chair),

Graham Stuart (Board Chair), Susan Paterson (FRAC Chair),

Barry Einsig and Selwyn Pellett (Executive director). Sara

Gifford was appointed to the RTNC on joining the Board in

April 2022.

The RTNC composition is consistent with the Charter

requirements which are that there shall be: at least three

members; the Chair shall be an Independent Director; and a

majority of members shall be Independent Directors.

The secretary to the RTNC is EROAD’s Chief People Officer.

EXTERNAL AND INDEPENDENT ADVICE

During the year the RTNC took independent advice from

Strategic Pay. Aon provided advice to EROAD regarding

remuneration for its employees. Haigh & Company assisted with

a refresh of EROAD’s remuneration policies for staff, including

executive employees.

NO DEALING OR

PROTECTION ARRANGEMENTS

EROAD has a Securities Trading Policy that applies to Directors,

employees, contractors and advisers in relation to the

Company’s quoted securities. In addition to the Policy these

parties are prohibited from entering into any arrangement that

is intended to hedge or otherwise protect the economic risk of

restricted securities. Once vested, all securities are subject to the

Policy rules.

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REMUNERATION STRATEGY

AND PRINCIPLES

EROAD’S PURPOSE AND VALUES

EROAD’s purpose is simple – safer and more sustainable roads. We develop technology solutions to manage vehicle fleets, support

regulatory compliance, improve driver safety, reduce costs of operating a fleet of vehicles and assets, monitoring refrigerated fleets

and providing services to construction and waste fleets. Our regulatory compliance and telematics software solutions are sold to heavy

and light vehicle fleets in New Zealand, North America and Australia.

EROAD’s updated values reflect our commitment to delivering the best outcomes for EROAD, our team, our customers, shareholders

and wider stakeholders.

We do what’s right

(Our people/customers)

We put customers at the heart of what we do.

We look after our people and put their safety & wellbeing first.

We focus on delivering quality outcomes.

We play as a team

(Teamwork/belonging)

We all play for the same team and that includes our customers and partners.

We value & respect diverse opinions and we work together to overcome challenges.

We embrace our differences and celebrate what makes us unique.

We learn & grow

(Mindset/innovation)

We listen to learn.

We own & learn from mistakes, choosing to hold a growth mindset.

We believe that curiosity fuels successful innovation.

We get it done

(Delivery/accountability)

We do what we say we will.

We prioritise to deliver the most important outcomes.

We take ownership and work together to get to a solution.

An essential component of EROAD’s remuneration strategy is that the conduct of staff at all levels aligns with the Company’s values.

This includes behaviour and leadership which is ethical, and not to the detriment of customers, shareholders, our community, other

employees or EROAD. In a situation where it is deemed that the achievement of objectives has not been aligned with the culture and

values of EROAD, or an executive is not leading their teams as required by EROAD, their leadership and values multiplier will be less

than 100%. The STI payment is at the discretion of the Board. Receipt of an STI is not guaranteed even where performance criteria has

been met.

REMUNERATION KEY PRINCIPLES

EROAD seeks to attract and retain high-performing people who deliver the Company’s vision and strategies in accordance with its

values. The remuneration framework is designed to attract, motivate and retain top tier talent through a structure that:

• aligns with EROAD’s strategic and annual business objectives and EROAD values;

• balances competitive pay with affordability;

• provides flexibility to reward individuals for outstanding contribution;

• helps attract, motivate and retain directors and executives who contribute to EROAD’s business outcomes;

• ensures there is a direct link between performance and pay;

• rewards performance, based on results achieved as well as demonstrated behaviours and competencies;

• rewards achievement of strategic objectives and shareholder value creation; and

• is transparent, consistent, easy to understand and simple to administer.

Plan typeBase salarySale incentive planShort-term incentive (STI)Long-term incentive (LTI)

Overview

Market pay based on role

and effectiveness

Payment linked to sales

achievement

6 monthly plan

To drive key outcomes linked

to annual strategy

Encourages and rewards

right behaviours near term

3 year plan

Ensuring company growth

strategy is set and delivered

Encouraging long-term value

adding actions and retention

EligibilityAll employeesSales team

Exec team + key senior

positions

Exec team + key senior

positions

EROAD is a technology company that operates globally. It requires highly skilled, specialist executives and staff to deliver on the

company’s strategy and ensure strong long-term performance. The recruitment, retention, motivation and reward of our people is

fundamental to our long-term success.

EROAD’s Remuneration Policy is directly linked to the Company’s financial performance, the creation of shareholder wealth, the

delivery of strategic objectives and executive behaviour.

The remuneration framework has been specifically developed to incorporate three elements: fixed remuneration; short term incentives

and a long-term equity plan.

The proportion of the value of equity within the remuneration structure is intentionally relatively high. This is to ensure we attract

skilled and experienced people whose total remuneration is aligned with the interests of shareholders and growth in shareholder value

over the longer term.

The Group’s Remuneration Policy is to set fixed remuneration at the median level of a comparator group of companies but with

upper-quartile total potential rewards for outstanding performance and proven capability. For senior leadership team roles, a peer

group of companies is developed to set pay ranges based on the location where the role is based that have sales revenue and market

capitalisation. This approach provides a sound basis for delivering a non-discriminatory pay structure, providing equal pay for equal

work value, for all Group employees.

Each year, the RTNC conducts a review of EROAD’s remuneration policy to determine that it delivers a remuneration structure and

levels which are consistent with the policy principles. The remuneration framework is applied to all salaried employees. Its banding

structure ensures roles are mapped into specific bands that equalise roles with broadly equivalent work value, recognising that

remuneration rates differ geographically. Pay ranges for each band are determined under the same framework globally and are then

based on the local market rates for the roles falling within each band.

Corporate and personal short-term incentive objectives are agreed with staff and reviewed at the half year. Senior executive team

objectives are reviewed and approved by the RTNC. It also reviews progress against the objectives following the release of the results

for the first six months of the financial year and again at year end, prior to the completion of the annual audit. The annual review

considers Group, business unit and individual executive performance.

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A long-term incentive plan based on performance shares, an

incentive-based form of equity compensation, is provided to

executives if certain pre-agreed benchmarks are met. The plan is

aligned with EROAD’s strategy and ensures a focus on execution

and long-term value creation. The incentive performance

conditions are set out in the rules of the Performance Share

Rights Plan.

MINIMUM SHAREHOLDING REQUIREMENTS

The EROAD Board encourages but does not require senior

leadership team members or directors to hold shares in the Company.

VARIATION OF TERMS

The Board may from time to time vary any term of a Participant’s

participation in the Plan, with the agreement of the Participant.

RIGHTS ISSUE, BONUS ISSUE,

RECONSTRUCTION, TAKEOVER


The PSR Plan rules provide that on an event such as a rights

issue, bonus issue, reconstruction or takeover being undertaken

between the Issue Date and the Vesting Date, the Board will make

such adjustments or alterations to the terms of the Plan as in its

reasonable opinion is appropriate, after having considered the

effect of the issue on Plan participants in good faith to ensure

that, so far as is reasonably possible, no benefit is conferred on a

participant that is not conferred on shareholders of the Company

(and vice versa), as a result of the occurrence of the issue.

RISK ADJUSTMENT

Incentivising for management of risks and an understanding of

appropriate risk-taking practices also underpins the remuneration

principles and framework. This approach is demonstrated in

several ways:


The RTNC has discr

etion to adjust the level of At Risk

Remuneration for STI awards based on the financial or share

price performance of the Company and the behaviours exhibited

by individual senior leadership team members, including their

adherence to the Company’s Code of Conduct, shared values

and risk appetite.


The RTNC may, at its discretion, reduce the amount of a

senior leadership team member’s STI award (regardless of

the achievement of corporate or personal objectives) where

his or her performance or behaviour during the year has been

assessed as not warranting all or part of an incentive payment to

which he or she may otherwise be entitled.


The RTNC

’s discretion can be used to increase or decrease

vesting outcomes, which includes reducing vesting to zero. The

RTNC adopted a principles-based approach to non-financial risk,

with a framework which provides guidelines as to the types of

events that may warrant an adjustment and guidance on what

should be considered by the Committee. Advice is provided

to the RTNC by the Chair of the Finance, Risk and Audit

Committee, the Chief People Officer and the EVP


General Counsel and Company Secretary when deciding

whether to e

xercise its discretion to adjust any year end

remuneration outcomes.

• The Board retains the sole discretion to issue some or all of

the shares relating to the PSRs to an employee following their

cessation of employment with EROAD.

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EXECUTIVE REMUNERATION

FRAMEWORK

The RTNC is responsible for reviewing the remuneration of

EROAD’s senior employees in consultation with EROAD’s CEO.

The Board is responsible for approving remuneration of the

senior employees on the recommendation of the RTNC.

EROAD’s remuneration policy for members of the executive

team and other senior staff, including the CEO, provides the

opportunity for them to receive, where performance merits,

a total remuneration package made up of two components.

Fixed Remuneration is not directly linked to performance. The

At Risk Remuneration component is variable and directly linked

to EROAD’s financial performance and the delivery of corporate

and personal objectives.

This structure is subject to the discretion of the RTNC and

the Board and is reviewed periodically to determine if changes

are required.

CEO AND CFO EMPLOYMENT CONDITIONS

The CEO and CFO are both employed on an ongoing basis.

The CEO and CFO are paid a base salary that is subject to

annual review. EROAD makes Kiwisaver contributions. The

employee may choose to receive benefits including health

insurance as a deduction against their salary. The employee will

be considered for participation in any STI plans and LTI plans

offered by the Board.

REMUNERATION STRUCTURE

The following diagram summarises the remuneration structure for the senior leadership team for the 2022 financial year.

DescriptionLink to strategy and performance

Fixed remuneration

• Base salary

• Benefits: Kiwisaver, health insurance

• Reviewed, but not necessarily increased, annually. Based on individual

skills, experience, accountabilities, performance, leadership and

behaviours.

• Takes into account the market conditions relating to EROAD and the

position, the level of responsibility assigned to the employee and the

employee’s performance.


Executives and the CE

O must participate in periodic performance

reviews measuring their achievement against operational and strategic

objectives. The results of the performance review forms the basis of

any remuneration review.

STI award

At risk

• “At risk” award set as a % of base

salary


Performance reviewed for six

monthly periods commencing 1 April

and 1 October each year

• 100% Group performance against

shared team goals


40%: Performanc

e against

financial metrics


60%: Achievement of strategic

program targets from the annual

plan


A maximum % of Total Fixed


Remuneration is set for the CEO and

for the Executive Team


Designed to motiva

te , encourage and reward right behaviours

near-term, typically in that financial year.


Crea

tes alignment between shareholder value creation and employee

reward.


Targe

t value of an STI payment is set annually, usually as a percentage

of the executive’s base salary.


Financial metrics and strategic program targets set by the RTNC.


Includes behavioural multiplier t

o ensure alignment between EROAD’s

values and ethics with outcomes.


The STI pa

yment is at the discretion of the Board. Entitlement is not

guaranteed even where performance criteria have been met.

LTI award

At risk


“At risk” a

ward set as a % of base

salary


Performanc

e Share Rights-based


New employ

ees / promotions may

be invited to participate


Vesting subjec

t, amongst other

things, to continued employment,

providing a time-based incentive to

participants


Align long-term re

wards with the creation of shareholder value.


Focus on achievement of multi-year targets and deliverables.

• Ensure consis

tent, sustained performance over the longer term.


Maintain consistency between the Plan and the Company’s planning

horizon.

EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022128129
SHORT-TERM INCENTIVES

The STI program is designed to link specific annual performance targets with the opportunity to earn cash incentives based on a

percentage of fixed base salary. It creates alignment between shareholder value creation and employee reward.

The STI plan is based on 6-month periods (commencing 1 April and 1 October each year), aligned to investor cycles and outcomes. The

STI amount payable is based on group performance against shared team goals.

The FY22 remuneration review process resulted in the CEO earning a payment of $46,058 for the first half. The CFO earned a payment

of $38,798. The payments were made in December 2021.

The CEO and CFO did not receive STI payments in the second half of the year as the financial and non-financial metrics for H2 FY22

have not been met.

ElementDetails

Purpose Rewards achievement of Board-set KPIs.

Target opportunity 32% of total fixed remuneration (TFR) for CEO. Up to 30% of TFR for CFO and senior executives.

Maximum opportunity Up to 150% of target.

Performance period 6-month periods commencing 1 April and 1 October each year.

Financial objectives

40%: EROAD’s performance against the metrics of EBITDA, the ratio of gross margin to sales and the ratio of

working capital to sales.

Non-financial objectives

60%: Achievement of strategic program targets from the annual plan Performance under the CEO’s objectives

and key results for the year. Each objective has a specific target and stretch level of performance, as described

under the “Short-term Incentives” section above.

Objectives set Following completion of financial year budgets.

Performance evaluation

The CEO reviews executive performance and makes a payment recommendation to the RTNC. In relation to the

CEO’s performance, the RTNC makes a recommendation to the Board. H1 FY22 performance was reviewed and

outcomes determined in November 2022. H2 FY22 outcomes have been determined in May 2022.

STI payment

Payment is made six monthly on determination of the STI payment by the RTNC for the CEO and by the CEO for

the CFO and senior executives. Payments are subject to approval by the Board and at its sole discretion.

EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022130131
FINANCIAL AND

NON-FINANCIAL OBJECTIVES

STI FINANCIAL COMPONENT AND STI NON-FINANCIAL COMPONENT

The outcomes for achievement of STI metrics for FY22 are as follows. At the May 2022 Board meeting, the Board determined that the

financial and non-financial objectives for H2 FY22 have not been met, and as a result the Board decided that there would be no STI

payout for the second half of FY22.

Final Calculation of STI Payout

Metric Achievement Pay-out Weighting Total

H1

FY22

Financial*79.3%68.5%40%27.4%

Non-financial- general**71%

0% This metric requires

a minimum performance

achievement of 75% to

pay out

30% 0%

Non-financial completion of acquisition 100% 100% 30% 30%

Total STI payout H1 FY22 57. 4 %

H2

FY22

Financial* 19%

0% This metric requires

a minimum combined

performance achievement of

75% to pay out

40% 0%

Non-financial - general** 30% 60% 0%

Total STI pay-out H2 FY220%

*Financial metric includes EBITDA, Customer Lifetime Value and Free cashflow performance measures.

**Non-financial metric includes strategic initiatives, future-focussed development and operational excellence performance measures.

LONG-TERM INCENTIVES

The purpose of the long-term incentive (LTI) plan is to attract, motivate, retain and reward executive employees who can influence the

performance and strategic direction of EROAD.

The Board retains discretion over the terms of a participant’s participation in the plan (with the agreement of the participant) or to

amend the plan rules or grant if it considers the interests of participants are not materially affected.

ElementDetails

Purpose

To align long-term rewards with the creation of shareholder value; focus employees on the achievement of

multi-year targets and deliverables; retain key talent; ensure consistent, sustained performance over the longer

term; and maintain consistency between the Plan and the Company’s planning horizon.

Vesting date 31 March 2022 for FY20 Performance Share Rights Plan.

Minimum opportunity

The minimum Units on Depot at the Vesting Date for the share rights to become eligible share rights is required

to be 46,416.

Maximum opportunity

There is no maximum award. The formula for the calculation of the eligible share rights % where the Units on

Depot exceeds 110,172 at the Vesting date is ((Units added – 110,173) x 2)/1000) + 100%.

Mechanism

Performance share rights (PSRs) issued for nil consideration to participants. PSRs convert to shares for nil

consideration if targets are met. PSRs do not attract dividends or other distributions and cannot vote. On

exercise, each PSR converts to one fully paid ordinary EROAD Limited share ranking equally with all other

EROAD Limited ordinary shares.

Performance period Three-year period commencing 1 April 2019.

Performance metric Growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and 31 March 2022.

Metric achievement evaluation Performance against objectives reviewed by KPMG under an agreed upon procedures basis.

Cessation of employment Involuntary: Proportionate qualification. Board discretion may be exercised.

Rights issue, bonus issue,

reconstruction, takeover

Entitlements will be adjusted so as not to prejudice participants’ entitlements. The Board has broad discretion to

determine the appropriate treatment of vested and unvested PSRs on a change of control.

EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022132133
LTI OUTCOMES FOR FY22

Growth in contracted units was above the scheme’s targets at the expiry of the plan. The 100% threshold target of 206,563 units was

exceeded by an additional 574 units. Vesting of 101% of the performance share rights to the participants was approved by the Board.

CEOCFO

Shares vested in FY22 for FY18 and FY19 plans 93,996 -

Shares to be vested in FY23 in total for PSR plan 121,200 100,145

FY18 AND 19 LTI PLANS

Prior to 30 September 2019, eligible employees who were invited to purchase EROAD shares under the EROAD LTI plan, participated

in a way that was based on the purchase of the shares being funded by a loan granted to those employees by EROAD Limited. At the

end of the vesting period the participants were paid a net cash bonus in relation to the shares that were to vest to the employee, equal

to the amount of their loan outstanding to the Company, enabling the loan to be repaid. Shares issued under the scheme were held in

trust for the employees during a three-year restrictive period. Those employees who ceased to be an employee during the restrictive

period had their shares repurchased at the original issue price. For the shares to vest, the Company’s Total Shareholder Return (TSR)

needed to exceed the median TSR of the group of companies comprising the NZX50 over a stated assessment period. A progressive

vesting scale applied for performance between 50th and 75th percentiles, and 100% vesting applied if the company’s performance was

equal to or above the 75th percentile of the NZX50 group. The performance conditions were determined by the RTNC and approved

by the board.

The assessment period for the FY18 and FY19 schemes ended on 1 April 2021.

EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022134135
CFO REMUNERATION

Fixed

Remuneration

Performance Based Remuneration Total

Total Cash

Remuneration

STI

LT I

Granted

LTI Vested

Total

Remuneration

Total

Remuneration

Earned

FY21$398,509 $78,618-FY20 plan vested May 2022**$477,407$477,407

FY22$410,606$410,606* - $477,487$477,487

*Performance under the STI is assessed on a 6-monthly basis and payment is based on the performance achieved.There is no STI payment for H2 FY22 as the financial

and non-financial metrics have not been met.

** As with the CEO, the CFO’s FY20 LTI entitlement is a three year plan which vested in May 2022.

CEO AND CFO SHAREHOLDINGS

Ordinary shares

Balance at

1 April 2021

FY18 and

FY19 LTI shares vested

LTI PSRs SPP

Balance at

31 March 2022

Steven Newman

(includes NMC

Trustees Limited’s

relevant interest)

12,941,513 93,996*

121,2000 (less 47,268 shares

deducted for PAYE liability)

13,680,870

Alex Ball 10,064

100,145 (less 39, 057 shares

deducted for PAYE liability)

2,150 12,214

*The LTI shares were issued on 5 August 2021. Some 23,327 shares were forfeited.

CEO AND CFO

REMUNERATION OUTCOMES

CEO REMUNERATION

The CEO’s remuneration is made up of three components: fixed remuneration, STI and LTI as follows:

Fixed

Remuneration

Performance Based

Remuneration

Total

STI*

Total Cash

Remuneration

LTI**LTI Plan Status

Total

Remuneration

Total

Remuneration

Paid

FY18$555,859 $116,760 $672,619 $150,000** 100% – vested in FY22 $822,619 $672,619

FY19 $567,120 - $567,120 $90,739**

50% – vested in FY22, other

50% forfeited

$657,859.20 $567,120

FY20$590,000 $96,288$686,288$351,480**** 101% – vested in FY22$ 1 ,0 37,76 8$686,288

FY21$603,043 $133,902 $736,945 - same plan as above $736,945 $736,945

FY22$677,618 $115,819 $793,438 - same plan as above $793,438$793,438

*Prior to FY20, performance under the STI plan was assessed following the end of each financial year and payment was based on the performance achieved. E.g. FY19

STI payment was based on performance in FY19 and was paid out in FY20. From FY20, performance under the STI plan is assessed on a 6-monthly basis and payment is

based on the performance achieved. E.g. the FY21 STI payment was based on performance in H1 FY21 that was paid out in FY21, and on performance in H2 FY21 that was

paid out in FY22.

**The LTI shares were granted during FY19 under both the FY18 LTI plan to the value of $150,000 and the FY19 LTI Plan to the value of $181,478. These plans vested in May

2021 and vested at 100% for the FY18 LTI Plan and 50% for the FY19 LTI Plan.

***Under the FY20 LTI plan, performance share rights to the value of $350,495.05 were granted to Mr Newman under a three-year plan in FY20. This plan vested in May

2022 at 101%.

EROAD Annual Report 2022 | REMUNERATION REPORTREMUNERATION REPORT | EROAD Annual Report 2022136137
DIRECTORS’ REMUNERATION

The RTNC is responsible for establishing and monitoring remuneration policies and guidelines for directors which enable EROAD to

attract, motivate and retain the high calibre of directors who will contribute to the successful governing of EROAD and create value for

shareholders. External independent remuneration consultants at PWC provide advice in relation to remuneration for EROAD’s directors.

When determining the fees for non-executive directors and Chairs of the Board and our committees, the Board considers the fee levels

for comparable listed companies in New Zealand, Australia and United States. Shareholders approved an increase in the total director

fee pool to $850,000 at EROAD’s 2021 annual meeting. Under the company Remuneration Policy, no retirement payments are made to

directors or executive employees for their service.

Annual fees payable for FY22 to non-executive directors are as follows:

Country of residence Chair Director*

Finance, Risk and Audit

Committee Chair**

Remuneration, Talent and

Nomination Committee Chair**

New Zealand (NZ$) 150,000 95,000 15,000 12,000

Australia (AU$)95,000

United States (US$)96,000

*EROAD’s Remuneration Policy allows for additional payments to be made to directors for specific projects they are involved in.

**EROAD does not pay committee members additional fees for their roles on such committees.

EROAD does not intend to increase the base fees for directors over the next two years without shareholder approval.

A special annual pool is reserved to provide flexibility for the remuneration of non-executive directors who assume additional

responsibilities throughout the year, such as attending ad hoc Board committees or performing additional services for EROAD. This

pool is capped at 10% of the total remuneration pool available for use for directors’ fees. As the current total remuneration pool is

$850,000, no more than $85,000 will be reserved for the special annual fee pool. No special fees were paid in FY22.

Non-executive directors received the following directors’ fees from EROAD in the year ended 31 March 2022. All fees are in NZD unless

otherwise indicated:

Base fee Fee for Finance,

Risk and Audit

Committee Chair

Fee for Remuneration,

Nomination and Talent

Committee Chair

Total remuneration received

for FY22

Graham Stuart $150,000

(Board Chairman)

- - $150,000

Barry Einsig

USD$96,000--USD $96,000

Anthony Gibson

$95,000-$12,000$107,000

Susan Paterson

$95,000$15,000-$110,000

Selwyn Pellett*

$67,275**--$67,275**

* Appointed 30 November 2021

** Selwyn Pellett is an executive director who received remuneration of $67,275 under his consultancy agreement.

Directors do not take a portion of their remuneration under a share plan. Ownership of EROAD shares by Directors is encouraged

rather than being a requirement. When Directors are acquiring shares they are encouraged to buy on-market. Their ownership interests

are disclosed in the “Directors’ Shareholdings” section of this report.

Non-executive directors are entitled to be reimbursed for reasonable costs directly associated with attending the Board meetings.

Steven Newman and Selwyn Pellett, in their capacity as executive directors, do not receive remuneration as a director of EROAD.

No EROAD director or employee receives or retains any remuneration or other benefits in their capacity as a director of that subsidiary.

EMPLOYEE REMUNERATION

EROAD and our subsidiaries have employees in New Zealand, the United States and Australia. Remuneration market levels differ

between the three countries. The overseas remuneration amounts are converted into New Zealand dollars. Of the 222 employees, not

being directors of EROAD and our subsidiaries, noted in the table below who received remuneration and other benefits that exceed

NZ$100,000 in value, 51 (23%) are employed by EROAD in the United States of America and 12 (5%) in Australia:

NZ$ TotalNZ$ Total

100,000 – 110,00049270,000-280,0001

110,001 – 120,00036280,000-290,0000

120,001 – 130,00021290,000-300,0002

130,001 – 140,00020300,000-310,0001

140,001 – 150,00022310,000-330,0002

150,001 – 160,00015330,000-340,0003

160,001 – 170,00012340,000-350,0000

170,001 – 180,00013340,000-350,0000

180,001 – 190,0004360,000-390,0000

190,001 – 200,0002390,000-400,0001

200,001 – 210,0003400,000-490,0002

210,001 – 220,0005490,000-500,0000

220,001 – 230,0000500,000-560,0001

230,001 – 240,0002560,000-570,0000

240,001 – 250,0000570,001-600,0001

250,001 – 260,0002

260,001-270,0002TOTAL222

EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022138139
REGULATORY

DISCLOSURES

EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022140141
DIRECTORS

The persons who held office as directors of EROAD Limited at

any time during the year ended 31 March 2022, are as follows:

Graham StuartChairman Non-Executive, Independent

Steven Newman

Chief Executive Officer, Executive

Director

Anthony GibsonNon-Executive, Independent

Susan PatersonNon-Executive, Independent

Barry EinsigNon-Executive, Independent

Selwyn PelletttExecutive Director

SUBSIDIARY COMPANY DIRECTORS

The persons who held office as directors of subsidiary

companies at 31 March 2022 are as follows:

EROAD Financial Services

Limited (New Zealand)

Anthony Gibson

EROAD (Australia) Pty Limited

(Australia)

David Worth, Steven Newman

EROAD Inc. (USA)Mark Heine, Alex Ball

EROAD LTI Trustee Limited Anthony Gibson

REGULATORY

DISCLOSURES

INTERESTS REGISTER

In accordance with Section 140(2) of the Companies Act, the

directors named below have made a general disclosure of

interest by a general notice disclosed to the Board and entered

in the Company’s interests register. General notices given by

directors which remain current as at 31 March 2022 are as

follows:

Graham Stuart

Director Tower Limited

Director and ShareholderLeroy Holdings Limited

DirectorVinPro Limited

Director

Northwest Healthcare Properties

Management Limited

DirectorMetro Performance Glass Limited

DirectorH4G Limited

Consultant

FTP Solutions Pty Limited (Western

Australia)

Anthony Gibson

ChairNorth Tugz Limited

Director and ShareholderAMG Consulting Limited

DirectorMarsden Maritime Holdings Limited

Steven Newman

DirectorNMC Trustees Limited

Susan Paterson

DirectorArvida Group Limited

DirectorLes Mills Holdings Limited

Director (Chair)Steel & Tube Holdings Limited

Director (Chair) Theta Systems Limited

DirectorReserve Bank of New Zealand

DirectorLodestone Energy

Barry Einsig

Senior ManagerEconolite

PrincipalCAVita LLC

Selwyn Pellett

Director and shareholderStorm Distribution Limited

Director and shareholderSwaytech Limited

ShareholderContex Engineers Limited

Director and shareholder Streamline Business NZ Limited

Director and shareholderStreamline Business Group Limited

Director and shareholderAIGA Limited

ShareholderXSOL Limited

Director and shareholderReyburn Investments Limited

Director and shareholderKTX Limited

The following details included in the Company’s interests

register as at 31 March 2021 have been removed as at 31

March 2022:

• Anthony Gibson is no longer the Chief Executive Officer of Ports

of Auckland.

• Anthony Gibson is no longer a Director of Seafuels Limited,

Waikato Freight Hub Limited, Nexus Logistics Limited and

Conlixx Limited.

• Susan Paterson is no longer a Director of Goodman (NZ) Limited

and associated entities, Electricity Authority, GMT Wholesale

Bond Issue Limited and GMT Bond Issuer LTD.

SHARE DEALINGS BY DIRECTORS

In accordance with Section 148(2) of the Companies Act, the

Board has received disclosures from the directors named

below of acquisitions or dispositions of relevant interests in the

Company between 1 April 2021 and 31 March 2022, and details

of those dealings were entered in the Company’s interests

register. The particulars of such disclosures are:

Steven Newman and NMC Trustees Limited 


1) Acquired 93,996 ordinary shares for nil consideration on 5

July 2021.

• 2) Acquired 571,429 ordinary shares at $5.58 per share on 5

August 2021.

Susan Paterson 

• 1) Acquired 3,741 ordinary shares at $5.58 per share on 5

August 2021.

Graham Stuart  

• 1)Acquired 5,734 ordinary shares at $5.58 per share on 5

August 2021.

• 2) Acquired 11,446 ordinary shares at $4.90 per share on 15

December 2021.

Anthony Gibson  


1) Acquired 35,843 ordinary shares at $5.58 per share on 5

August 2021

USE OF COMPANY INFORMATION

There were no notices from directors of the Company

requesting to use Company information received in their

capacity as directors that would not otherwise have been

available to them.

DIRECTORS’ AND OFFICERS’ INSURANCE

AND INDEMNITY

EROAD has arranged, as provided for under the Company’s

constitution, policies of directors’ and officers’ liability insurance

which, with a Deed of Indemnity entered into with all directors,

ensures that generally directors will incur no monetary loss as

a result of actions undertaken by them as directors. Certain

actions are specifically excluded, for example, the incurring of

penalties and fines that may be imposed in respect of breaches

of the law.

DIRECTORS’ RELEVANT INTERESTS

The following directors held relevant interests in the following

ordinary shares in the Company as at 31 March 2022:

NameOrdinary shares

Steven Newman (and NMC Trustees)13,680,870

Graham Stuart70,000

Anthony Gibson616,662

Susan Paterson  16,561

Selwyn Pellett1,835,806

ANNUAL SHAREHOLDERS’ MEETING

EROAD’s 2022 annual shareholders’ meeting will be held at

Eden Park on Thursday 28 July 2022.

EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022142143
DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS

Holding Range Number of holders%

Number of

ordinary shares

%

1 to 9991,84840.01749,2380.68

1,000 to 4,9991 ,77438.485,073,0913.58

5,000 to 9,99946310.043,105,0262.81

10,000 to 49,9994038.748,185,9137. 4 2

50,000 to 99,999541.173,773,6813.42

100,000 and over681.4890,578,20782.09

Total4,610100110,338,787100

The details set out above were as at 31 March 2022.

The Company only has one class of shares on issue, ordinary shares, and these shares are quoted on the NZX and ASX Main Boards.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given under the Financial Markets Conduct Act 2013, the substantial product holders in ordinary shares (being the

only class of quoted voting products) of the Company and their relevant interests according to the substantial product holder file as at

31 March 2022, were as follows:

Substantial product holderDate of NoticeNumber of shares% of shares on issue

at 31 March 2022

NMC Trustees Limited*05/08/202113,512,94212.25

FNZ Custodians Limited 7,324,5036.64

National Nominees Limited - NZCSD 7,145,8586.48

Citicorp Nominees Pty Limited6,815,9126.18

HSBC Custody Nominees (Australia) Limited6,680,3726.05

National Nominees Limited** 18/03/20225,718,883 5.18

*On 05 July 2021, Steven Newman gave ongoing disclosure for the acquisition of 93,996 ordinary shares pursuant to EROAD’s Long Term Incentive Plan. Legal title to the

shares was transferred to Steven Newman by EROAD LTI Trustee Limited by an off-market transfer on 5 July 2021 for nil consideration. The remaining 23,327 shares held

on trust by EROAD LTI Trustee Limited in which Steven Newman holds a beneficial interest in are forfeited under the terms of the plan.

On 5 August 2021, Steven Newman gave ongoing disclosure for the acquisition of 571,429 ordinary shares under the placement. On 15 July 2021, EROAD announced the

completion of a conditional placement of fully paid ordinary shares in EROAD (“Placement Shares”), at an issue price of NZ$5.58 / A$5.25 per Placement Share, to partly

fund the acquisition of 100% of Coretex Limited. The issuance of the Placement Shares was approved at a special meeting of EROAD shareholders on 30 July 2021. NMC

Trustees Limited as trustee of the NMC Investment Trust subscribed for 571,429 Placement Shares. Such Placement Shares were allotted to NMC Trustees Limited as

trustee of the NMC Investment Trust on the date of this notice.

**On 18 March 2022, National Nominees Limited ACF Australian Ethical Investment Limited gave ongoing disclosure for the acquisition of 1,239,458 ordinary shares.

On 24 December 2021, Commonwealth Bank of Australia gave ongoing disclosure for the acquisition of 1,211,213 ordinary shares.

On 7 December 2021, Mitsubishi UFJ Financial Group Inc., First Sentier Investors (Australia) IM Ltd, First Sentier Investors Realindex Pty Ltd gave ongoing disclosure for

the acquisition of 855,172 ordinary shares.

On 3 December 2021, Colonial First State Investments Limited gave ongoing disclosure for the acquisition of 813,556.

On 3 December 2021, Jarden Securities Limited gave ongoing disclosure for ceasing to be a substantial product holder.

On 2 December 2021, Allianz SE as ultimate parent company gave ongoing disclosure for ceasing to be a substantial product holder.

The total number of ordinary shares (being the only class of quoted voting products) on issue in the Company as at 31 March 2022

was 110,338,787.

SHAREHOLDER

INFORMATION

PRINCIPAL SHAREHOLDERS

The names and holdings of the twenty largest registered shareholders in the Company as at 31 March 2022 were:

Holder NameShares%

NMC Trustees Limited13,512,94212.25

FNZ Custodians Limited7,324,5036.64

National Nominees Limited – NZCSD7,145,8586.48

Citicorp Nominees Pty Limited6,815,9126.18

HSBC Custody Nominees (Australia) Limited6,680,3726.05

National Nominees Limited5,718,8835.18

Accident Compensation Corporation - NZCSD2,715,0202.46

J E & A L Marris Trustees Limited2,081,9611.18

BNP Paribas Nominees (NZ) Limited – NZCSD2,010,3921.82

New Zealand Depository Nominee Limited1,963,7701.78

BNP Paribas Nominees (NZ) Limited – NZCSD1,839,5631.78

Selwyn Pellett & Tracey Herman1,835,7971.66

MOVAC Fund 4 Custodial limited1,704,9961.55

BNP Paribas Nominees (NZ) Limited – NZCSD1,664,3711.51

TEA Custodians (Milford) Limited1,629,8541.48

HSBC Nominees (New Zealand) Limited – NZCSD1,545,5111.40

Milford Private Equity II LP1,509,5181.37

BNP Paribas Noms Pty1,399,1481.27

Custodial Services Limited1,317,5991.19

Citibank Nominees (New Zealand) Limited - NZCSD1,275,3881.16

EROAD Annual Report 2022 | REGULATORY DISCLOSURESREGULATORY DISCLOSURES | EROAD Annual Report 2022144145
NZX WAIVERS

In relation to the acquisition of Coretex Limited, EROAD was

granted waivers in respect of NZX Listing Rules 4.2.2 and 4.19.1

on 14 July 2022. A copy of the waivers is available on EROAD’s

NZX Announcement page.

DISCIPLINARY ACTION TAKEN BY

THE NZX

The NZX has not taken any disciplinary action against the

Company during the year ended 31 March 2022.

AUDITOR’S FEES

KPMG has continued to act as auditor of EROAD and our

subsidiaries. The amount payable by EROAD and our

subsidiaries to KPMG as audit fees during the year ended 31

March 2022 was $0.6m The amount of fees payable to KPMG for

non-audit work during the year ended 31 March 2021 was $0.4m

Note 4 in the Financial Statements section of this Annual Report

includes a detailed breakdown of auditor’s fees for audit and

non-audit work.

DONATIONS

EROAD does not make any political donations. We did make

donations to WHO Foundation, Red Cross Ukraine and our

subsidiaries made donations totalling $39,041 during the year

ended 31 March 2022.

CREDIT RATING

EROAD does not currently have a credit rating.

OTHER

INFORMATION

DIRECTORY

REGISTERED OFFICE

IN NEW ZEALAND

REGISTERED OFFICE

IN NORTH AMERICA

REGISTERED OFFICE

IN AUSTRALIA

Level 3 260 Oteha Valley Road,

Albany, Auckland, New Zealand

7618 SW Mohawk Street

Tualatin, OR 97062 USA

Level 36, Tower 2 Collins Square

727 Collins Street Docklands, VIC

3008 Australia

INVESTOR RELATIONS

AND SUSTAINABILITY

ENQUIRES

MANAGING YOUR

SHAREHOLDING ONLINE

SHARE REGISTER -

NEW ZEALAND

Address: EROAD Limited, PO Box

305 394 Triton Plaza

North Shore, Auckland

Email: investors@eroad.com

Telephone: 0800 437 623

Changes in address and investment

portfolios can be viewed and updated

online: www.computershare.co.nz/

investorcentre.

You will need your CSN and FIN

numbers to access this service.

Computershare Investments Services

Limited Private Bag 92119, Victoria

Street West Auckland 1142,

New Zealand

Email: enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Website: www.computershare.co.nz/

investorcentre

LEGAL ADVISORS BANKERS

Chapman Tripp Level 34 Commercial

Bay Auckland 1010

PO Box 2206, Auckland 1140

Telephone: +64 9 357 9000

Bank of New Zealand

China Construction Bank

National Australian Bank

Wells Fargo

EROAD Annual Report 2022 | GLOSSARYGLOSSARY | EROAD Annual Report 2022146147
GLOSSARY

ANNUALISED MONTHLY RECURRING

REVENUE (AMRR)

A non-GAAP measure representing monthly Recurring Revenue

for the last month of the period, multiplied by 12. It provides a 12

month forward view of revenue, assuming unit numbers, pricing

and foreign exchange remain unchanged during the year.

ASSET RETENTION RATE

The number of Total Contracted Units at the beginning of the 12

month period and retained as Total Contracted Units at the end

of the 12 month period, as a percentage of Total Contracted Units

at the beginning of the 12 month period.

COSTS TO ACQUIRE CUSTOMERS (CAC)

A non-GAAP measure of costs to acquire customers. Total CAC

represents all sales & marketing related costs. CAC capitalised

includes incremental sales commissions for new sales, upgrades

and renewals which are capitalised and amortised over the life

of the contract. All other CAC related costs are expensed when

incurred and included within CAC expensed.

COSTS TO SERVICE & SUPPORT (CTS)

A non-GAAP measure of costs to support and service customers.

Total CTS represents all customer success and product support

costs. These costs are included in Administrative and other

Operating Expenses reported in Note 4 Expenses of the FY22

Financial Statements.

CY

12 months ended 31 December.

EBITDA

A non-GAAP measure representing Earnings before Interest,

Taxation, Depreciation and Amortisation (EBITDA). Refer

Consolidated Statement of Comprehensive Income in

Financial Statements.

EBITDA MARGIN

A non-GAAP measure representing EBITDA divided

by Revenue.

EHUBO, EHUBO2 and EHUBO 2.2

EROAD’s first and second generation electronic distance recorder

which replaces mechanical hubo-dometers. Ehubo is a trade

mark registered in New Zealand, Australia and the United States.

ELECTRONIC LOGGING DEVICE (ELD)

An electronic solution that synchronises with a vehicle engine to

automatically record driving time and hours of service records.

ENTERPRISE

A fleet of more than 500 vehicles in North America and more

than 150 vehicles in Australia or New Zealand.

FREE CASH FLOW

A non-GAAP measure representing operating cash flow and

investing cash flow reported in the Statement of Cash Flows.

FUTURE CONTRACTED INCOME (FCI)

A non-GAAP measure which represents contracted Software as

a Service (SaaS) income to be recognised as revenue in future

periods. Refer Revenue Note 3 of the FY22 Financial Statements.

FY

Financial year ended 31 March.

H1

For the six months ended 30 September.

H2

For the six months ended 31 March.

MONTHLY SAAS AVERAGE REVENUE

PER UNIT (ARPU)

A non-GAAP measure that is calculated by dividing the total

SaaS revenue for the year reported in Note 2 of the FY22

Financial Statements, by the TCU balance at the end of each

month during the year.

NORMALISED EBITDA

Excludes one-off items including transaction and integration

costs ($7.6m), COVID-19 grant in H1 FY21 ($1.6m) and acquisition

revenue ($1.3m).

NORMALISED EBITDA MARGIN

Excludes one-off items including transaction and integration

costs ($7.6m), COVID-19 grant in H1 FY21 ($1.6m) and acquisition

revenue ($1.3m).

NORMALISED REVENUE

excludes the one-off COVID-19 grant in H1 FY21.

ROAD USER CHARGES (RUC)

In New Zealand, RUC is applicable to Heavy Vehicles and all

vehicles powered by a fuel not taxed at source. The charges

are paid into a fund called the National Land Transport Fund,

which is controlled by NZTA, and go towards the cost of

repairing the roads.

SAAS

Software as a Service, a method of software delivery in which

software is accessed online via a subscription rather than bought

and installed on individual computers.

SAAS REVENUE

Software as a service (SaaS) revenue represents revenue earned

from customer contracts for the sale or rental of hardware,

installation services and provision of software services.

TOTAL CONTRACTED UNITS

Represents EROAD branded units subject to a customer contract

both on Depot and pending instalment and Coretex branded

units currently billed

UNIT

A communication device fitted in-cab or on a trailer. Where there

is more than one unit fitted in-cab or on a trailer, it is counted as

one unit (excluding Philips Connect).

EROAD Annual Report 2022 | REGULATORY DISCLOSURES148

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TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1

FREE 0800 4-EROAD Auckland, New Zealand eroad.co.nz

EROAD releases FY22 Annual Report and Sustainability Report 27 June 2022

Transportation technology services company EROAD (NZX/ASX: ERD), with its purpose of safer and

more sustainable roads, is pleased to today release its FY22 Annual Report and Sustainability

Report.

EROAD is extremely proud to be releasing its Inaugural Sustainability Report. Sustainability and

sustainability reporting is a journey, and it i s one which EROAD encourages its customers and partners to

join EROAD on. EROAD’s FY22 Sustainability Report

represents a major step, as does the work with Toitu

in reporting our baseline carbon emissions. EROAD will publish targets to measure, report and drive

further improvements in its sustainability efforts in future years.

The Board is conscious of its obligations to provide transparency to stakeholders and this year EROAD has

elected to voluntarily comply with the Australian say on pay regime by publishing a comprehensive

remuneration report in the FY22 Annual Report and putting a vote for adoption at the same time at the

FY22 Annual Shareholders Meeting.

Ends

Authorised for release to the NZX and ASX by Mark Heine, Chief Executive Officer.

Investor enquires please contact:

Anna Bonney

Investor Relations

anna@merlinconsulting.co.nz

For Media enquiries please contact:

Hamish Haldane

ANZ Marketing Director

hamish.haldane@eroad.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.