2023 Corporate Governance Roadshow

EROAD 2023 Corporate Governance Roadshow

Transportation technology services company EROAD LIMITED (NZX/ASX: ERD) attaches a
copy of the Corporate Governance roadshow that the Chairman Graham Stuart and General
Counsel Ksenija Chobanovich will be presenting to a number of investors in the upcoming
period.


Ends

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


Investor enquires please contact:
Matt Gregorowski Citadel-MAGNUS
+61 422 534 755
mgregorowski@citadelmagnus.com

For Media enquiries please contact:
Hugo Shanahan
Hugo@shanahan.nz




























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

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1
EROAD
GOVERNANCE
ROADSHOW
Graham Stuart, EROAD Chair
Ksenija Chobanovich, General Counsel and Company Secretary
June2023

IMPORTANTINFORMATION
Theinformationinthispresentationisofageneralnatureanddoes not
constitutefinancialproductadvice,investmentadviceorany
recommendation.Nothinginthispresentationconstituteslegal,financial, taxor
other advice.
Thispresentationmaycontainprojectionsorforward-looking statements
regardingavarietyofitems.Suchprojectionsorforward-lookingstatements
arebasedoncurrentexpectations,estimatesand assumptionsandare
subjecttoanumberofrisks,uncertaintiesand assumptions.
Thereisnoassurancethatresultscontemplatedinanyprojectionsor forward-
lookingstatementsinthispresentationwillberealised.Actual resultsmay
differmateriallyfromthoseprojectedinthispresentation. Nopersonisunder
anyobligationtoupdatethispresentationatany timeafteritsreleasetoyouor
toprovideyouwithfurtherinformation about EROAD.
Whilereasonablecarehasbeentakenincompilingthispresentation, noneof
EROADnoritssubsidiaries,directors,employees,agents
oradvisers(tothemaximumextentpermittedbylaw)givesany warrantyor
representation(expressorimplied)astotheaccuracy, completenessor
reliabilityoftheinformationcontainedinitnortakes anyresponsibilityforit.
Theinformationinthispresentationhasnot beenandwillnotbe
independentlyverifiedoraudited.
PAGE 2
NON-GAAPMEASURES
EROADhasusednon-GAAPmeasureswhendiscussingfinancial
performanceinthisdocument.Thedirectorsandmanagement believethat
thesemeasuresprovideusefulinformationastheyare usedinternallyto
evaluateperformanceofbusinessunits,toestablish operationalgoalsandto
allocateresources.Non-GAAPmeasuresare notpreparedinaccordancewith
NZIFRS(NewZealandInternationalFinancialReportingStandards)andare
notuniformlydefined,therefore thenon-GAAPmeasuresreportedinthis
documentmaynotbe comparablewiththosethatothercompaniesreport
andshouldnotbe viewedinisolationorconsideredasasubstitutefor
measuresreported byEROADinaccordancewithNZIFRS.
Thenon-GAAPmeasuresarenotsubjecttoauditorreview.

FY23 HIGHLIGHTS
PAGE 3
REPORTED REVENUE
$174.9m
normalised for one off contingent
consideration accounting impacts
$165.3m
(FY22: $114.9M)
AMRR
$153.7m
reflecting growth of 14.2%,
including a positive FX impact
of $8.6m
(FY22: $134.6M)
FREE CASH FLOW MARGIN
(
18
)
%
normalised for Coretex
consideration in FY22 and FY23
(FY22: (39)%)
R&D AS A % OF REVENUE
23%
reflecting the benefit from the
growth in revenue with a full
year of both companies
(FY22: 28%)
REPORTED EBITDA
$45.2m
FY23: $39.0m normalised for
integration costs and contingent
consideration accounting
(FY22: $21M)
CONTRACTED UNITS
227,149
representing net growth of 18,452
units globally
(FY22: 208,697)
ASSET RETENTION RATE
94.8%
reflecting high asset retention
rates in all regions
(FY22: 93.4%)
MONTHLY SAAS ARPU
$56.34
reflecting expansion of SaaS
products and ancillary
hardware within our customer
base along with a positive FX
impact of $2.11
(FY22: $55.57)
PAGE 7

GRAHAMSTUART
1,2
Chairman, Independent Director
Appointed January 2018
BARRYEINSIG
2,3
Independent Director
Appointed January 2020
SUSANPATERSON
1,2
Independent Director
Appointed March 2019
SARAGIFFORD
2,3
Independent Director
Appointed April 2022
SELWYNPELLETT
2,3
Non-Executive Director
Appointed December 2021
OUR BOARD
•Sara Gifford, a North American director,
joined the Board at the start of FY23
•Search for additional directorshas
commenced and expected to complete
in next3 months
•External Board review in FY24 after
onboarding of additional directors
1
Member of Finance, Risk and Audit Committee.
2
Member of Remuneration, Talent and Nomination Committee.
Selwyn Pellett became a member in May 2023.
3
Member of Technology Committee.
BOARDSTATS
-2/6 directors female
-5/6 directors
independent
-average collective
tenure 4 years
TONY GIBSON
1,2
Independent Director
Appointed October 2009
PAGE 4

PAGE 5
ENSURING WE HAVE THE RIGHT SKILLS
AROUND THE BOARD TABLE

FY23 A YEAR OF RECOVERY
•Company went off the rails in FY22; FY23 results reflect strategic shift and
rebuilding momentum.
•Board responded by:
•Giving market guidance in May 2022
•Appointing new CEO and CFO
•Supporting the new CEO to appoint a new senior management team
•Six new faces on lead team only one remaining from FY22
•Last outstanding role to be filled in July 2023
•Undertook strategic refreshled by McKinsey & Co. Completed in
December 2022.
•Initiated strategic review and investigation of partnership options in
North America.
•FY23 results announced in Mayin-line with market guidance.
PAGE 6

WHAT’S ON THE
BOARD’S AGENDA
FOR FY24?
•Board renewal
•Implementation of the refreshed
strategy set to provide pathway to
sustainable, profitable growth
•Identify partnership opportunities
to assist EROAD in accelerating
the North American strategy
•Sustainability governance initiatives
aimed at promoting environmentally
responsible practices and ensuring
long-term sustainability of EROAD
PerformanceComplianceFocusedon the
big picture
Measuring the right things,
not just financial metrics
Driven by purpose and
setting the tone from the top
•Deliveryagainstplan, cash
neutral by FY25 and cash
positive by FY26
•QualityofrevenueandARPU
•Cost containment & sound
investmentinR&D
•Staffengagementand
retention
•Successful replacement
of 3G units in New
Zealand
•Promoting an open and
engaged culture, acting
ethically and responsibly
•Sound risk taking culture
and effective risk
management
•Alert to cyber security
threats and protecting our
customers’ privacy
•Ensuring a healthy and safe
work environment
•Maintaining an up to date
industry awareness
•Making the business model
scalableand finding path to
profitable growth
•Investing wisely in R&D
•Ensuring access to capital at
the right cost
•Board renewal and
management succession
planning
Stayingaheadofthe
business andanticipating
pinch points
PAGE 7

STRUCTURE
OF BOARD/
SUBCOMMITTEES
•Established a Technology Board subcommittee
during FY23
EROAD BOARD
•Strategic Direction • Health & Safety • Governance Framework/Practices
•Cyber Security • ESG • Reporting Oversight
INVESTOR
RELATIONS
CEO
SHAREHOLDERS
EXECUTIVE TEAM
FINANCE, RISK AND AUDIT
COMMITTEE
REMUNERATION, TALENT
AND NOMINATIONS
COMMITTEE
TECHNOLOGY COMMITTEE
•Riskmanagement
•Internalcontrols
•Externalfinancialreporting
•Auditfunction
•Sustainability
•Remuneration, benefits
and policies
•Performancemonitoring
•Successionplanning and
people development
•Generalpeoplematters
•Director appointments
•Product management,
technology and innovation
•Plans and operations related to
technology
•Cybersecurity and privacy
•Key product and ecosystem partners
PAGE 8

DIRECTOR FEES
•Selwyn Pellett’s directorship status
updated from an Executive Director to a
non-Executive Director in FY23.
•When determining director fees, EROAD
considers the median director fee levels
for comparable listed companies in New
Zealand
•To attract appropriately qualified
overseas candidates, EROAD has shifted
to paying based on director fees for
comparable companies in the market
that the director is based in
•In FY22, EROAD elected to voluntarily
comply with
•the Australian Say on Pay, by
publishing a comprehensive
Remuneration Report and putting
a vote for adoption at the ASM
•EROAD continues to take this
approach in FY23
Median NZ Fees Median AU fees Median US fees
EROADfees
6
Chairfees
NZ$128,000AU$170,000US$118,500NZ$150,000
Non-executivedirectorfees
NZ$70,000AU$86,300US$90,250NZ$95,000
7
or US$96,000
4
COMPARABLECOMPANIES
5
3
The increase in director fees in FY23 is due to the addition of Sara
Gifford to the Board, change in Selwyn Pellett’s directorship
status, and introduction of the Technology Committee Chair.
4
Barry Einsig and Sara Gifford are receiving non-executive director
fees of USD$96,000. This is consistent with director fee levels for
comparable listed companies in the United States. On the graph,
these fees are represented in NZD with exchange rates calculated
as at 31/3/2023.
5
Comparable companies' median fees data is from FY21.
6
In addition to the listed fees, the Chair of Finance, Risk and Audit
Committee received $15,000 NZD, Chair of Remuneration, Talent and
Nomination Committee received $12,000 NZD, and the Chair of
Technology Committee received $12,000 USD prorated
7
New Zealand based directors are receiving non-executive director
fees in NZD.
EROADDIRECTORFEES
3,4
$600,000
$800,000
$900,000
$500,000
$700,000
$400,000
$300,000
$200,000
$100,000
20162017201820192020202120222023Year
Fee poolTotal fees paid
PAGE 9

EXECUTIVE REMUNERATION
FY23 Remuneration Framework and Outcomes
Fixed Remuneration
EROAD’s policy is to set fixed remuneration in line with external market
trends, the intrinsic value of a job and internal relativities.
•Mark Heine appointed as CEO in June 2022:
•base salary of $700,000
•CEO remuneration earned for FY23 (including in his acting and
permanent CEO capacity) was a total of $883,430, comprising of gross
fixed remuneration (including benefits) of $722,584, and LTI of $160,846
under the FY20 LTI Plan.
•Margaret Warrington appointed as CFO in December 2022:
•base salary of $420,000
•CFO remuneration earned for FY23 (including in her acting and
permanent CFO capacity) was a total of $391,036 comprising of fixed
remuneration (including benefits) of $360,975 and LTI of $30,061 under
the FY20 LTI Plan.
Short Term Incentives
•CEO FY23 STI: 70% of base salary, based on group performance against
key financial metrics (60%) and completion of the strategic review
(40%).
•Total payout of 67.6% of the STI target opportunity (paid in June 2023).
• CFO FY23 STI: 25% of base salary, based on group performance against
key financial metrics (40%) and non-financial metrics (60%).
•Total payout of 0% in H1 and 57% in H2 of FY23 (paid in June 2023).
PAGE 10
Long Term Incentives
FY20 LTI Plan: performance share rights were issued (for nil
consideration) to participants which convert to shares (for nil
consideration) on 26 May 2022 upon the company meeting the
performance metrics. The award was linked to growth in EROAD’s
Total Contracted Units between 1 April 2019 and 31 March 2022.
•Total of 55,464 shares (value of $160,846) vested to the CEO.
•Total of 10,263 shares (value of $30,061) vested to the CFO.
EROAD did not operate a LTI Plan in FY23 and is intending
to implement a new LTI Plan commencing FY24.
FY23 Share Retention Plan
Performance share rights were issued (for nil consideration) to
participants which converted to shares (for nil consideration) on 6 April
2023 provided participants remained employed by EROAD on 31 March
2023. This plan was exclusive to FY23:
•Total of 88,983 shares vested to the CEO.
•Total of 22,034 shares vested to the CFO.

FY24 REMUNERATION FRAMEWORK
Fixed remuneration
EROAD’s policy is to set fixed remuneration in line with external
market trends, the intrinsic value of a job and internal
relativities.It includes base pay and benefits. Fixed
remuneration is benchmarked against roles in organisations of
similar size and geographies and is set from the 50th percentile
or market median.
Short-term incentives
•Transitioning from a 6-monthly to an annual cycle for STI
Plan payments, which may be paid in shares instead of cash
•Based on group performance against shared team goals:
•75% -core financial targets
•25% -key strategic and operational targets
•Participants must also achieve health & safety and
behavioural gates
•The aggregated threshold for the financial metrics needs to
be over 85% and for non-financial 75%.
PAGE 11
Review of EROAD’s Remuneration Framework
•In FY23 the Board’s Remuneration, Talent and Nomination
Committee (RTNC) focused on aligning remuneration
packages with the new strategic direction.
•Engaged Haigh & Company, international consulting firm, to
review and evaluate market trends and advise on
remuneration structure.
•RTNC is now in the final stages of designing EROAD’s
remuneration framework, aimed at attracting and retaining
top talent globally, with focus on North America.
•The changes expected in the new remuneration framework
are outlined in the right-hand column and on next slide.
Expected changes to EROAD’s Remuneration Framework

FY24 REMUNERATION FRAMEWORK CONTINUED...
Long-term incentives
PAGE 12
Performance share rights (PSRs) issued
as part of a 3-year incentive programme
that incorporates award types as
described in the following table:
A new 3-year LTI grant would commence
each financial year.
AWARD
TYPE
PORTION OF
TOTAL
VESTING MECHANICS
INTENTIONS
RATIONALEWEIGHTINGSPERFORMANCE RANGE
Time Vested
Units
1/3Vests 100% at the end of
three years
Supports retention and
continuity of key
employees while EROAD
implements and
executes its new long-
term strategy
100%0% (if not achieved)
or 100% (if achieved)
Performance-
Relative S/H
Return (rTSR)
1/3Vests at the end of three
years based on EROAD’s
rTSRagainst the peers on the
ASX Technology Index (XTX)
over 3 years of the plan
Focuses management
and key employees on
building and maintaining
long-term shareholder
value and outperforming
relevant market
benchmarks
100%From 0% -200% of rTSR
shares vested, as follows:
•Under 4oth percentile of
XTX –0% rTSRshares vested
•40
th
percentile of XTX = 50%
rTSRshares vested
•60
th
percentile of XTX =
100% rTSRshares vested
•80
th
percentile of XTX =
150% rTSRshares vested
•100
th
percentile = 200%
rTSRshares vested
Performance –
Absolute
EROAD
Performance
(Revenue,
EBIT, FCF)
1/3Vests at the end of three
years but assessed as follows:
20% per annum performance
segments based on the
3-year budget set at the
beginning of the LTI plan;
and
40% 3-year cumulative
segment
Focuses on execution of
the long-term strategy
delivering revenue
growth, profitable
performance and positive
free cashflow
20% each year
and 40%
cumulative at
the end of the
3-year period
From 85% -130% depending
on achievement.
Failure to meet minimum
threshold of 85% means
zero pay-out.

EXECUTIVE TEAM
•Increase investment and focus on key roles and organisational design
•Appointment of Chief Financial Officer
•Appointment of Chief Transformation Officer
•Appointment of Chief People Officer
•Appointment of Chief Operating Officer
MARK HEINE
Chief Executive Officer
STEEN ANDERSEN
Chief Transformation Officer
AKINYEMI KOYI
President North America &
Chief Innovation Officer
PAGE 13
AARON LATIMER
Chief Operating Officer
MARGARET WARRINGTON
Chief Financial Officer
SHELLEY PRENTICE
Chief People Officer
TIM MOLE
Vice President Product and
Engineering
JEREMY WILTON
Vice President Product and
Engineering
KONRAD STEMPNIAK
Executive General Manager
ANZ

OUR PEOPLE AND DIVERSITY
PAGE 14
•EROAD’s purpose is to deliver intelligence you
can trust, for a better world tomorrow.
•EROAD encourages and values the unique
experiences, skills and background of its people
who help deliver on this purpose.
•It continually strives to create an inclusive,
collaborative and open space where people feel
safe and empowered to think differently to
create new ideas.

•New Chief Sustainability Officer appointed.
•EROAD's internal Sustainability Committee established to
drive internal and customer facing sustainability
initiatives.
•Work is underway to ensure compliance with the
Financial Sector (Climate-related Disclosures and Other
Matters) Amendment Act 2021 requirements from FY24.
•EROAD is committed to helping our customers on their
sustainability journeyby introducing innovative solutions
and features that help promote fuel efficiency,
decarbonisation planning and fleet management
recommendations.
•EROAD is certified under the Toitucarbon-reduce
programme.
•FY23 Sustainability Report will be available in June.
Total EROAD emissions for FY23
28,610.86 tCO2e
PAGE 15
SUSTAINABILITY INITIATIVES

15
Forfurtherinformationpleasecontact:
Ksenija Chobanovich, General Counsel
Ksenija.chobanovich@eroad.com • 027 2032555
NZX: ERD • investors@eroad.com • eroadglobal.com/investors
GlobalHeadOffice
andANZHeadquarters
260OtehaValleyRoad,
AlbanyAuckland, 0757
www.eroad.co.nz
NorthAmerican
HeadOffice
15110 Avenue of Science, Suite 100
San Diego, CA 92128
www.eroad.com
Australia Office
Level 1, 1-5 Link Road, Zetland
Sydney, NSW 2017
www.eroad.com.au