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 Share
Retention Plan
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 403,691
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 May
2024 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 403,691 PSRs under
EROAD’s Share Retention Plan.





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

Directors’ resolution dated 19
December 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.
403,691 PSRs of this Class.

In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD PSR Plan (467,651
PSRs)
• EROAD LTI Plan (70,000
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 19
December 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 May
2024 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
22 December 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 22 December 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).