Notice of 2022 Annual Meeting

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
Notice of 2022 Annual Meeting 4 July 2022

EROAD Limited provides a copy of its Notice of 2022 Annual Shareholders’ Meeting which will be held
on Thursday 28 July 2022, 1pm, at The Loyalty Lounge, Eden Park, Auckland.
The attached Notice of Meeting, Proxy Form and Virtual Meeting Guide are being sent to
shareholders. An electronic copy of these documents will also be available on the company’s
website.
For any questions, please contact Ksenija Chobanovich, Acting General Counsel at
Ksenija.Chobanoivch@eroad.com

Ends
Authorised for release to the NZX and ASX by the EROAD Acting General Counsel, Ksenija Chobanovich

For Investor enquires please contact:
Anna Bonney
Investor Relations
anna@merlinconsulting.co.nz
Ph +64 21 844 155
For Media enquiries please contact:
Hamish Haldane
ANZ Marketing Director
hamish.haldane@eroad.com

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No tice of 2022
Annual Shareholders’ Meeting
We are
EROAD

The safety of our people and shareholders
is our number one priority. In the event
that COVID-19 related restrictions are in
place which prevent us from holding a
physical meeting, or the Board otherwise
determines a physical meeting is
inappropriate in the circumstances, we
may decide to hold a virtual only Annual
Shareholders’ Meeting. If this occurs, we
will provide shareholders with notice
through an announcement to the NZX and
ASX, and on our website.
NOTICE OF 2022 ANNUAL
SHAREHOLDERS’ MEETING
Date of meeting
Thursday 28 July 2022
Time

1pm NZT
Location

West Lounge at Eden Park
Walters Road, Kingsland, Auckland 1024
Virtual link
https://meetnow.global/nz

ITEMS OF BUSINESS
a. Chairman’s Overview
Graham Stuart, Chairman
b. Chief Executive Officer’s Address
to shareholders
Mark Heine, CEO
c. Financial Statements and
Auditor’s Report
Margaret Warrington, Acting CFO
d. Resolutions
To consider, and if thought fit, pass the
following ordinary resolutions:
1. Election of Director
That Selwyn Pellett, having been
appointed by the Board and only
holding office until the Annual
Shareholders’ Meeting, be elected as
an Executive Director of EROAD (see
Explanatory Note 1).
2. Election of Director
That Sara Gifford, having been appointed
by the Board and only holding office
until the Annual Shareholders’ Meeting,
be elected as a Director of EROAD (see
Explanatory Note 2).
3. Re-election of Director
That Susan Paterson, having retired in
accordance with NZX Listing Rule 2.7.1,
be re-elected as a Director of EROAD
(see Explanatory Note 3).
4. Auditor Remuneration
That the Directors be authorized to fix
the fees and expenses of KPMG as the
auditor of EROAD (see Explanatory
Note 4).
e. Non-binding Say on Pay Vote
To consider, and if thought fit, pass a
special ordinary resolution that EROAD’s
Remuneration Report for the year
ended 31 March 2022 as set out in the
FY22 Annual Report be adopted (see
Explanatory Note 5). The outcome of the
vote will be non-binding.

RESOLUTION 2
Election of Director
That Sara Gifford, having been appointed
by the Board and only holding office until
the Annual Shareholders’ Meeting, be
elected as a Director of EROAD.
Explanatory Note 2
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in
accordance with clause 26.2 of the constitution of EROAD,
a director appointed by the Board must not hold office
(without re-election) past the next annual meeting following
the director’s appointment. If the director is eligible, they
may offer themselves for election by shareholders at the
annual meeting following their appointment. Sara Gifford
was appointed by the Board following the last Annual
Shareholders’ Meeting and, being eligible, offers himself
for election by shareholders at this Annual Shareholders’
Meeting. Sara Gifford is a non-executive Director who the
Board considers to be an Independent Director, as described
in the NZX Listing Rules. A brief biography outlining Selwyn
Pellett’s history and experience is set out below. At the Annual
Shareholders’ Meeting a resolution to elect Sara Gifford will be
put to shareholders. The Board recommends that shareholders
vote in favour of the election of Sara Gifford.
Sara Gifford
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.
RESOLUTION 1
Election of Director
That Selwyn Pellett, having been appointed
by the Board and only holding office until
the Annual Shareholders’ Meeting, be
elected as an Executive Director of EROAD.
Explanatory Note 1
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in
accordance with clause 26.2 of the constitution of EROAD,
a director appointed by the Board must not hold office
(without re-election) past the next annual meeting following
the director’s appointment. If the director is eligible, they
may offer themselves for election by shareholders at the
annual meeting following their appointment. Selwyn Pellett
was appointed by the Board following the last Annual
Shareholders’ Meeting and, being eligible, offers himself
for election by shareholders at this Annual Shareholders’
Meeting. Selwyn Pellett is an Executive Director who the
Board considers is not an Independent Director, as described
in the NZX Listing Rules. A brief biography outlining Selwyn
Pellett’s history and experience is set out below. At the Annual
Shareholders’ Meeting a resolution to elect Selwyn Pellett
will be put to shareholders. The Board recommends that
shareholders vote in favour of the election of Selwyn Pellett.
Selwyn Pellett
Selwyn Pellett joined the board in December 2021 following
EROAD’s acquisition of Coretex Limited. 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.

RESOLUTION 3
Re-election of Director
That Susan Paterson, having retired in
accordance with NZX Listing Rule 2.7.1, be
re-elected as a Director of EROAD.
Explanatory Note 3
Under Listing Rule 2.7.1 of the NZX Listing Rules, and in
accordance with clause 27 of the constitution of EROAD, a
director must not hold office (without re-election) past the
third annual meeting following the director’s appointment or
3 years, whichever is longer. If the Director is eligible, they may
offer themselves for re-election by shareholders at the third
annual meeting following their appointment. In this case, Susan
Paterson retires and, being eligible, offers herself for re-election
by shareholders at the Annual Shareholders’ Meeting. Susan
Paterson is a non-executive Director who the Board considers
to be an Independent Director, as described in the NZX Listing
Rules. A brief biography outlining Susan Paterson’s history
and experience is set out below. At the Annual Shareholders’
Meeting a resolution to elect Susan Paterson will be put to
shareholders. The Board recommends that shareholders vote in
favour of the election of Susan Paterson.
Susan Paterson
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.
RESOLUTION 4
Auditor Remuneration
That the Directors be authorised to fix
the fees and expenses of KPMG as the
auditor of EROAD.
Explanatory Note 4
KPMG is automatically reappointed as the auditor of EROAD
under Section 207T of the Companies Act 1993. Pursuant
to Section 207S of the Companies Act 1993, this resolution
authorises the Board to fix the fees and expenses of the auditor.

NON-BINDING SAY ON PAY VOTE
That EROAD’s Remuneration Report for
the year ended 31 March 2022, as set out
in the FY22 Annual Report, be adopted.
Explanatory Note 5
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. EROAD has presented its Remuneration Report to
shareholders for the year ended 31 March 2022 in the FY22
Annual Report. At the 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.
Consistent with the Australian Say on Pay regime, no vote may
be cast on the resolution by the individuals whose remuneration
is detailed in the Remuneration Report or any closely related
party (as defined in the Corporations Act) of them, provided
that directed proxy votes may be cast by those persons and
undirected proxy votes may be cast by the chair of the meeting,
in either case where appointed as proxy on behalf of any
shareholder who is not prohibited from voting.
The Remuneration Report is set out on pages 114 to 137 of
EROAD’s FY22 Annual Report, which can be accessed on our
website at www.eroadglobal.com/global/investors/.

MEETING DETAILS
Procedural Notes
a. The persons who will be entitled to vote on the
resolutions at the Annual Shareholders’ Meeting are those
persons who will be the shareholders of EROAD at 5pm
on Tuesday 26th July 2022. Certain persons are restricted
from voting on the Say on Pay Vote (see Explanatory
Note 5).
b. A shareholder may vote at the Annual Shareholders’
Meeting either in person or by proxy. A body corporate
which is a shareholder may appoint a representative to
attend the Annual Shareholders’ Meeting on its behalf in
the same manner as that in which it could appoint
a proxy.
c. A proxy need not be a shareholder of EROAD. A
shareholder who wishes to do so may appoint the
Chairman of the Meeting to act as proxy.
d. A proxy will vote as directed in the proxy form or, if voting
is left to the proxy’s discretion, then the proxy will decide
how to vote on the resolutions. Where the Chairman is
appointed as proxy and voting is left to his discretion,
the Chairman intends to vote in favour of all Resolutions
(including the Say on Pay Vote).
e. A proxy form is enclosed and, if used, must be lodged
with the share registrar, Computershare Investor Services
Limited, in accordance with the instructions set out on the
form not less than 48 hours before the time of the holding
of the meeting.
f. Resolutions 1 to 4 must be passed by an ordinary
resolution of shareholders, i.e., by a simple majority of the
votes of those shareholders entitled to vote and voting
on the resolution in person or by proxy. The Say on Pay
Vote is non-binding, but is a special resolution and will be
passed if more than 75% of those shareholders entitled to
vote and voting on the resolution in person or by proxy
vote in favour.
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Questions and comments
Shareholders are invited to submit questions prior to the
meeting to investors@eroad.com. For the Health and Safety
of all, we ask that if you have a cough, a high temperature
of at least 38°C, shortness of breath, sore throat, sneezing
and runny nose or temporary loss of smell that you stay
at home. You will still be able to watch the Meeting and
submit questions live via our webcast or email questions to
investors@eroad.com.
Venue information
Loyalty Lounge, West Stand, Eden Park, Walters Road,
Kingsland, Auckland 1024. Eden Park is well served by rail and
bus services. Kingsland train station is a short walk from Eden
Park. There are car parks available at the A Stand (through car
park entrance A, off Walters Avenue). Enter Eden Park at Gate
A, and make your way to the West Lounge by lift/stairs to the
second level.

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Annual Meeting Admission and Proxy/Voting Form
the chair of the meeting, in either case where appointed as proxy on behalf of any
shareholder who is not prohibited from voting.
Approval Thresholds
Resolutions 1 to 4 must be passed by an ordinary resolution of the shareholders, i.e.,
by a simple majority of the votes of those shareholders entitled to vote and voting
on the resolution in person or by proxy. The Say on Pay Vote is non-binding, but is a
special resolution and will be passed if more than 75% of those shareholders entitled
to vote and voting on the resolution in person or by proxy vote in favour.
Attending the Meeting
If you propose to attend the Annual Shareholders’ Meeting, please bring this
Admission Form/Proxy Form to the meeting. All shareholders must register
with the EROAD registration staff prior to entering the meeting room. If a
representative of a corporate shareholder or proxy is to attend the meeting you
may need to provide evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power
of attorney (unless already deposited with the Company) and a signed certificate of
non-revocation of the power of attorney must be produced to the Company with this
Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a Sole
Director can also sign alone. Please sign in the appropriate place and indicate the
office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Lodge your proxy
EROAD LIMITED
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 1.00pm on Tuesday, 26 July 2022.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy by completing
and signing ‘Step 1’ of the Proxy Form and lodge it with Computershare Investor
Services Limited. A proxy can be any person of your choice and does not have
to be a shareholder of EROAD Limited. If you return this form without appointing a
proxy or signing it, your Proxy Form will be invalid.
The Chairman of the meeting, or any other director, is willing to act as proxy
for any shareholder who wishes to appoint him or her for that purpose.
To do this, enter ‘the Chairman’ or the name of your proxy in the space allocated
in ‘Step 1’ of this form. If you inadvertently do not name a proxy, or your named
proxy does not attend the meeting, the Chair will be your proxy and vote in
accordance with your expressed direction. Alternatively, you can appoint a proxy
online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business.
If you tick the box “discretion” on any resolution, you are directing your proxy or
representative to decide how to vote on that resolution on your behalf. If you
tick the “abstain” box on any resolution, you are directing your proxy or
representative not to vote on that resolution. If you return this Proxy Form
without a direction as to how to vote on any resolution, or if you tick more than
one box in relation to any resolution, the vote on that resolution will be treated
as “discretion” and your proxy will exercise his/her discretion as to whether to
vote and, if so, how. The Chairman intends to vote discretionary proxies in favour
of Resolutions 1 to 4 and in favour of the Say on Pay Vote.
Voting Restrictions
Consistent with the Australian Say on Pay regime, no vote may be cast on the
Say on Pay Vote by the individuals whose remuneration is detailed in the
Remuneration Report or any related party of them, provided that directed proxy
votes may be cast by those persons and undirected proxy votes may be cast by
HYBRID MEETING
The safety of our people and shareholders is our number one priority. In the event that COVID related restrictions are in place which prevent
us from holding a physical meeting, or the Board otherwise determines a physical meeting is inappropriate in the circumstances,
we may decide to hold a virtual only Annual Shareholder’s Meeting. If this occurs, we will provide shareholders with notice through an
announcement to the NZX, ASX and on our website.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of EROAD LIMITED
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Items of Business - Voting Instructions/Ballot Paper
STEP 2
The resolutions below are stated in brief. Please refer to the Notice of 2022 Annual Shareholders’ Meeting for the full text of the resolutions
and the explanatory notes.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
EROAD Annual Shareholders’ Meeting which will be
held in the West Lounge at Eden Park, Walters Road,
Kingsland, Auckland on Thursday, 28 July 2022 at 1pm.
Ordinary Business
Resolution 1 Election of Director
That Selwyn Pellett, having been appointed by the Board and only holding office until the Annual
Shareholders’ Meeting, be elected as an Executive Director of EROAD (see Explanatory Note 1).
Resolution 2Election of Director
That Sara Gifford, having been appointed by the Board and only holding office until the Annual
Shareholders’ Meeting, be elected as a Director of EROAD (see Explanatory Note 2).
Resolution 3Re-election of Director
That Susan Paterson, having retired in accordance with NZX Listing Rule 2.7.1, be re-elected as a Director
of EROAD (see Explanatory Note 3).
Resolution 4
Appointment of Auditors and Auditor Remuneration
That the Directors be authorized to fix the fees and expenses of KPMG as the auditor of EROAD (see
Explanatory Note 4).
Resolution 5
Non-binding Say on Pay Vote
To consider, and if thought fit, pass a special ordinary resolution that EROAD’s Remuneration Report for the
year ended 31 March 2022 as set out in the FY22 Annual Report be adopted (see Explanatory Note 5). The
outcome of the vote will be non-binding.
ForAgainstAbstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the EROAD Annual Shareholders’ Meeting
which will be held in the West Lounge at Eden Park, Walters Road, Kingsland, Auckland on Thursday, 28 July 2022 at 1pm and at any adjournment of that meeting.
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.