EROAD/Announcement
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Capital Change Notice for Placement

Capital Raise27 December 2022ERDIndustrials

Capital Change Notice

Updated as at 17 October 2019



Section 1: Issuer information

Name of issuer EROAD Limited

NZX ticker code ERD

Class of financial product Fully paid ordinary shares

ISIN (If unknown, check on NZX website) NZERDE0001S5

Currency NZD

Section 2: Capital change details

Number issued/acquired/redeemed 1,833,000

Nominal value (if any) Not applicable

Issue/acquisition/redemption price per security NZ$6.00

Nature of the payment (for example, cash or other

consideration)

In partial satisfaction of the

contingent consideration payable

by EROAD Financial Services

Limited (a wholly owned

subsidiary of EROAD Limited) to

the vendors of Coretex Limited

Amount paid up (if not in full) Not applicable

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)

1.627%

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)

Not applicable

Reason for issue/acquisition/redemption and specific

authority for issue/acquisition/redemption/ (the reason for

change must be identified here)

Issue of ordinary shares in partial

satisfaction of the contingent

consideration payable by

EROAD Financial Services

Limited (a wholly owned

subsidiary of EROAD Limited) to

the vendors of Coretex Limited

for the acquisition of 100% of the

shares in Coretex Limited.

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.

112,628,412

In the case of an acquisition of shares, whether those shares

are to be held as treasury stock

Not applicable

Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,

acquisition, or redemption is made

The issue of shares is made

pursuant to NZX Listing Rule

4.1.1 and has received approval

by shareholder resolution dated

30 July 2021.

Terms or details of the issue, acquisition, or redemption (for

example: restrictions, escrow arrangements)

Issue of ordinary shares which

rank equally with all other fully

paid ordinary shares in EROAD

Limited.

Date of issue/acquisition/redemption 28 December 2022

Section 3: Authority for this announcement and contact person

Name of person


authorised to make this announcement Ksenija Chobanovich

Contact person for this announcement Ksenija Chobanovich

Contact phone number +64 27 203 2555

Contact email address ksenija.chobanovich@eroad.com

Date of release through MAP


28 December 2022

---

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


Market Release

28 December 2022


Correction to the Total Number of Unquoted Securities on Issue in Appendix 2A

EROAD is aware that a system generated announcement for ASX purposes has an incorrect number of

performance shares (PSRs) noted in Appendix 2A. EROAD is addressing this urgently with the ASX.

The correct number of PSRs is 1,168,962.

Ends

Authorised for release to the NZX by Ksenija Chobanovich, General Counsel and Company Secretary.




For Media enquiries please contact:

Hugo Shanahan

Hugo@shanahan.nz

Investor enquires please contact:

Anna Bonney

Investor

Relations

+64 21844155

anna@merlinconsulting.co.nz

Application for quotation of +securities
Application for quotation of +securities

1 / 5

Announcement Summary

Entity name

EROAD LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday December 28, 2022

The +securities to be quoted are:

Total number of +securities to be quoted

ASX +security

codeSecurity description

Number of +securities to

be quotedIssue date

ERDORDINARY FULLY PAID FOREIGN EXEMPT

NZX

1,833,00028/12/2022

Refer to next page for full details of the announcement

Other

Application for quotation of +securities
Application for quotation of +securities

2 / 5

Part 1 - Entity and announcement details

1.1 Name of entity

EROAD LIMITED

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix

2A of the ASX Listing Rules.

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

28/12/2022

New announcement

Application for quotation of +securities
Application for quotation of +securities

3 / 5

Part 2 - Type of Issue

2.1 The +securities to be quoted are:

2.2 The +securities to be quoted are:

2.3c Have these +securities been offered under a +disclosure document or +PDS?

2.3d Please provide any further information needed to understand the circumstances in which you are applying to

have these +securities quoted on ASX, including why the issue of the +securities has not been previously

announced to the market in an Appendix 3B

Not applicable

2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the

secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

An applicable ASIC instrument or class order

No

Additional +securities in a class that is already quoted on ASX ("existing class")

Other

Application for quotation of +securities
Application for quotation of +securities

4 / 5

Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an

Appendix 3B

Additional +securities to be quoted in an existing class

ASX +security code and description

ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX

Issue date

28/12/2022

Will the +securities to be quoted rank equally in all respects from their issue date with the

existing issued +securities in that class?

Issue details

Number of +securities to be quoted

1,833,000

Are the +securities being issued for a cash consideration?

Please describe the consideration being provided for the +securities

In partial satisfaction of the contingent consideration payable by EROAD Financial Services Limited (a wholly owned

subsidiary of EROAD Limited) to the vendors of Coretex Limited

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the

+securities to be quoted

5.684400

Any other information the entity wishes to provide about the +securities to be quoted

Not applicable

The purpose(s) for which the entity is issuing the securities

To pay for the acquisition of an asset

Please provide additional details

In partial satisfaction of the contingent consideration payable by EROAD Financial Services Limited (a wholly owned

subsidiary of EROAD Limited) to the vendors of Coretex Limited

No

Yes

Application for quotation of +securities
Application for quotation of +securities

5 / 5

Part 4 - Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital 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 on ASX following the +quotation of the

+securities subject of this application)

ASX +security code and description

Total number of

+securities on issue

ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX112,628,412

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 RIGHTS765,271

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.

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