SPH Notice – Brillian APAC Pty Ltd (Brillian)

Disclosure of beginning to have substantial holding
Sections 276, Financial Markets Conduct Act 2013
To NZX Limited

and

To EROAD Limited
Date this disclosure made: 22 June 2023
Date on which substantial holding began: 21 June 2023
Substantial product holder(s) giving disclosure
Full name(s): Brillian APAC Pty Ltd (Brillian). Brillian is part of the Volaris group and is a wholly-
owned subsidiary of Constellation Software Inc.
Summary of substantial holding

Class of quoted voting products: ordinary shares (Shares) in EROAD Limited (NZX Code: ERD)
(ERD)
Summary for Brillian
For this disclosure,—
(a) total number held in class: 20,025,091
(b) total in class: 112,919,084
(c) total percentage held in class: 17.734%
Details of relevant interests
Details for Brillian
Nature of relevant interest(s): Beneficial owner of Shares. No relevant agreement is required to be
attached under regulation 139 of the Financial Markets Conduct Regulations 2014.
For that relevant interest,—
(a) total number held in class: 20,025,091
(b) percentage held in class: 17.734%
(c) current registered holder(s): FNZ Custodians Limited
(d) registered holder(s) once transfers are registered: N/A

Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Between 30 May 2023 and 16 June 2023 Brillian acquired 4,030,653 EROAD shares on market on
the NZX and ASX for an aggregate consideration of NZ$2,897,081.37. In addition, on 21 June
2023 Brillian acquired a further 15,994,438 EROAD shares on market for an aggregate
consideration of NZ$20,792,769.40 (with settlement to occur on 26 June 2023).
As part of the consideration for the 21 June 2023 trades ( being 15,994,438 Shares), Brillian also
agreed to pay an "escalation payment" to each of the sellers from which it has acquired shares, if
within six months after the date on which the relevant escalation agreement was entered into,
Brillian or a related company of Brillian:
• enters into a scheme implementation agreement (SIA) with ERD to implement a scheme
of arrangement under Part 15 of the Companies Act 1993 in relation to the acquisition by
that party (or its nominee) of all of the Shares (the Scheme), the price under the
Scheme is greater than the sale price for that acquisition and the Scheme is
implemented in accordance with the SIA. Brillian will pay the difference to the relevant
counterparty within five business days of the Scheme completing; or
• gives a notice under rule 41 of the Takeovers Code of its intention to make a full
takeover offer for all of the equity securities in ERD (Takeover Offer), the price under
the Takeover Offer is greater than the sale price for that acquisition and the Takeover
Offer is declared unconditional in all respects. Brillian will pay the difference to the
relevant counterparty within five business days of the Takeover Offer being declared
unconditional in all respects.

Additional information
Address(es) of substantial product holder(s):
c/-Infoview Technologies Pty Ltd
725 Ann Street
Fortitude Valley
Queensland 4006
Australia
Contact details: Troy O’Connor, +61 419 307 515, troy.oconnor@volarisgroup.com
Name of any other person believed to have given, or believed to be required to give, a disclosure
under the Financial Markets Conduct Act 2013 in relation to the financial products to which this
disclosure relates: National Nominees Ltd ACF Australian Ethical Investment Limited and First
Sentier Investors (Australia) IM Ltd

Certification
I, Troy O’Connor, certify that, to the best of my knowledge and belief, the information contained in
this disclosure is correct and that I am duly authorised to make this disclosure by all persons for
whom it is made.