Capital Change Notice – Issue of Performance Share Rights

Capital Change Notice





Section 1: Issuer information
Name of issuer EROAD Limited
NZX ticker code ERD
Class of financial product
Unquoted Performance share
rights (PSRs), convertible to
EROAD Limited ordinary shares
pursuant to EROAD’s LTI Plan
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 70,000
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the PSRs. The PSRs have a set
exercise price of $0
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

The PSRs comprise 100% of
the financial products of that
class
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or
the Option (for example, the exercise price and exercise
date)
The PSRs become exercisable
on certain performance hurdles
being met on or before 30
September 2023 and in certain
other circumstances. On
becoming exercisable, each
PSR entitles the holder to one
fully paid ordinary share in
EROAD Limited, subject to
adjustment in accordance with
the plan rules and the
performance hurdles, ranking
equally with all other EROAD
Limited ordinary shares. The
PSRs have a set exercise price
of $0.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 70,000 PSRs under
EROAD’s LTI Plan.


1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Directors’ resolution dated 27
September 2022.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the
Class held as Treasury Stock after the
issue/acquisition/redemption.
70,000 PSRs of this Class.

In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD PSR Plan (145,671
PSRs)
• EROAD Share Retention
Plan FY23 (460,617 PSRs)

No PSRs or EROAD Limited
ordinary shares are held as
treasury stock
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Directors’ resolution dated 27
September 2022.

NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The PSRs become exercisable
on certain performance hurdles
being met on or before 30
September 2023 and in certain
other circumstances. On
becoming exercisable, each
PSR entitles the holder to one
fully paid ordinary share in
EROAD Limited, subject to
adjustment in accordance with
the plan rules and the
performance hurdles, ranking
equally with all other EROAD
Limited ordinary shares. PSRs
do not entitle the holder to
receive dividends or other
distributions, or 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
on EROAD Limited shares prior
to exercise. Holders of PSRs
cannot transfer or grant security
interests over them.

Capital Change Notice



Date of issue/acquisition/redemption
2
13 October 2022
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Eleanor Koningham
Contact person for this announcement Eleanor Koningham
Contact phone number 021 0276 1650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP 13 October 2022


2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
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Announcement Summary
Entity name
EROAD LIMITED
Date of this announcement
Thursday October 13, 2022
The +securities the subject of this notification are:
Total number of +securities to be issued/transferred
ASX +security
codeSecurity description
Total number of
+securities to be
issued/transferredIssue date
ERDAAPERFORMANCE SHARE RIGHTS70,00003/10/2022
Refer to next page for full details of the announcement
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
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Part 1 - Entity and announcement details
1.1 Name of entity
EROAD LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ARBN
Registration number
643840519
1.3 ASX issuer code
ERD
1.4 The announcement is
1.5 Date of this announcement
13/10/2022
New announcement

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
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Part 2 - Issue details
2.1 The +securities the subject of this notification are:
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
which:
has an existing ASX security code ("existing class")
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to
ASX in an Appendix 3B
ASX +security code and description
ERDAA : PERFORMANCE SHARE RIGHTS
Date the +securities the subject of this notification were issued
3/10/2022
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
The performance share rights (PSRs) become exercisable on certain performance hurdles being met on or before 30
September 2023 and in certain other circumstances. On becoming exercisable, each PSR entitles the holder to one fully
paid ordinary share in EROAD Limited, subject to adjustment in accordance with the plan rules and the performance
hurdles, ranking equally with all other EROAD Limited ordinary shares. PSRs do not entitle the holder to receive dividends
or other distributions, or 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 on EROAD Limited
shares prior to exercise. Holders of PSRs cannot transfer or grant security interests over them.
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue of 70,000 PSRs in connection with EROAD's LTI Plan.
Issue details
Number of +securities
70,000
No
Yes

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
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Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of
the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one
application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +Securities (Total number of each +class of +securities quoted)
ASX +security code and description
Total number of
+securities on issue
ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX110,795,412
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
ERDAA : PERFORMANCE SHARE RIGHTS676,288