Notice of 2023 Annual Meeting

Notice of 2023 Annual Meeting 28 June 2023

EROAD Limited provides a copy of its Notice of 2023 Annual Shareholders’ Meeting which will be
held on Friday 28 July 2022, 2pm, at Great Northern Room, Ellerslie Events Centre 100 Ascot
Avenue, Ellerslie, Auckland.
The attached Notice of Meeting, Proxy Form and Virtual Meeting Guide are being sent to
shareholders. An electronic copy of these documents will also be available on the
company’s website.
For any questions, please contact Ksenija Chobanovich, General Counsel & Company
Secretary at Ksenija.Chobanoivch@eroad.com


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

















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

For Media enquiries please contact:
Hugo Shanahan
Hugo@shanahan.nz
Investor enquires please contact:
Matt Gregorowski Citadel-MAGNUS
+61 422 534 755
mgregorowski@citadelmagnus.com

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Notice of 2023 Annual
Shareholders’ Meeting
EROAD LIMITED, AUCKLAND, NEW ZEALAND

The safety of our people and shareholders
is our number one priority. In the event
that public health related restrictions
are in place which prevent us from
holding a physical meeting, or the Board
otherwise determines a physical meeting
is inappropriate in the circumstances, we
may decide to hold a virtual only Annual
Shareholders’ Meeting. If this occurs, we
will provide shareholders with notice
through an announcement to the NZX
and ASX, and on our website.
Notice of 2023 Annual
Shareholders’ Meeting
ITEMS OF BUSINESS
a. Chairman’s Overview
Graham Stuart, Chairman
b. Chief Executive Officer’s Address to Shareholders
Mark Heine, Chief Executive Officer
c. Financial Statements and Auditor’s Report
Margaret Warrington, Chief Financial Officer
d. Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
1. Re-election of Director
That Barry Einsig, having retired in accordance with NZX Listing Rule
2.7.1, be re-elected as a Director of EROAD (see Explanatory Note 1).
2. Appointment of Auditors and Auditor Remuneration
That the Directors be authorized to fix the fees and expenses of KPMG
as the auditor of EROAD (see Explanatory Note 2).
e. Special Resolution
To consider, and if thought fit, pass the following special resolution:
3. Non-Binding Say on Pay Vote
That EROAD’s Remuneration Report for the year ended
31 March 2023 as set out in the FY23 Annual Report be adopted
(see Explanatory Note 3). The outcome of the vote will be
non-binding.
Date of meeting
28 July 2023
Time

2pm NZT
Location

Ellerslie Events Centre, 100 Ascot Avenue,
Ellerslie, Auckland
Virtual link
https://vimeo.com/event/3519688
EROAD Limited, Auckland, New Zealand

RESOLUTION 1
Re-election of Director
That Barry Einsig, having retired in
accordance with NZX Listing Rule 2.7.1,
be re-elected as a Director of EROAD.
RESOLUTION 2
Auditor Remuneration
That the Directors be authorised to fix
the fees and expenses of KPMG as the
auditor of EROAD.
Explanatory Note 1
Under Listing Rule 2.7.1 of the NZX Listing Rules, and
in accordance with clause 27 of the constitution of
EROAD, a Director must not hold office (without re-
election) past the third annual meeting following the
Director’s appointment or 3 years, whichever is longer.
If the Director is eligible, they may offer themselves for
re-election by shareholders at the third annual meeting
following their appointment. In this case, Barry Einsig
retires and, being eligible, offers himself for re-election
by shareholders at this Annual Shareholders’ Meeting.
Barry Einsig is a Non-Executive Director who the Board
considers to be an Independent Director, as described
in the NZX Listing Rules and taking into account the
factors in Table 2.4 of the NZX Corporate Governance
Code dated 1 April 2023. A brief biography outlining
Barry Einsig’s history and experience is set out below.
At the Annual Shareholders’ Meeting, a resolution to re-
elect Barry Einsig will be put to shareholders. The Board
recommends that shareholders vote in favour of the
election of Barry Einsig.
Explanatory Note 2
KPMG is automatically reappointed as the auditor of
EROAD under section 207T of the Companies Act
1993. Pursuant to section 207S of the Companies Act
1993, this resolution authorises the Board to fix the fees
and expenses of the auditor. The Board recommends
that shareholders vote in favour of authorising the
Directors to fix the fees and expenses of KPMG as the
auditor of EROAD.
A representative from KPMG will attend the Annual
Shareholders’ Meeting, and will be available to answer
any questions shareholders may have in relation to
the audit.
RESOLUTION 3
Non-Binding Say On Pay Vote
That EROAD’s Remuneration Report for
the year ended 31 March 2023, as set out
in the FY23 Annual Report, be adopted.
Explanatory Note 3
A change to the Australian Corporations Act (Cth) 2001
in 2011 required companies listed on the ASX to include
a non-binding resolution enabling shareholders to vote
on the adoption of a company’s annual Remuneration
Report. The Australian Say on Pay regime includes
a “two-strike” rule. The two-strike rule provides that
if at least 25% of the votes cast on the resolution to
adopt the Remuneration Report at two consecutive
Annual Shareholders’ Meetings are against adopting
the Remuneration Report, shareholders will have the
opportunity to vote on a “spill resolution” at the second
Annual Shareholders’ Meeting. In these circumstances,
the spill resolution will be put to shareholders at
the second Annual Shareholders’ Meeting as a
contingent resolution which will only be voted on if the
Remuneration Report is not adopted at the second
Annual Shareholders’ Meeting. The spill resolution will ask
shareholders to vote on whether the company must hold
another Shareholders’ Meeting to consider spilling the
Board (known as a “spill meeting”). The outcome of the
spill resolution is binding. If the spill resolution is approved
by a simple majority of 50% or more of the eligible votes
cast, the spill meeting must be held within 90 days. At the
spill meeting, those individuals who were Directors when
the Remuneration Report was considered at the most
recent Annual Shareholders’ Meeting will be required to
stand for re-election (other than the Managing Director,
should the company have one).
As a New Zealand registered company, EROAD is not
required to comply with the Corporations Act. However,
the Board has determined that as it seeks to continually
improve its governance in accordance with evolving
international best practice, it should offer shareholders
the opportunity to vote on the Remuneration Report
and to call a spill meeting in accordance with the
Australian Say on Pay regime.
EROAD has presented a Remuneration Report to
shareholders for the year ended 31 March 2023 in the
FY23 Annual Report. At the Annual Shareholders’
Meeting a resolution to adopt the Remuneration
Report for the year ended 31 March 2023 will be
put to shareholders. The Board recommends that
shareholders vote in favour of the adoption of EROAD’s
Remuneration Report for the year ended 31 March 2023,
as set out in the FY23 Annual Report.
The outcome of the vote regarding the adoption
of EROAD’s Remuneration Report at this Annual
Shareholders’ Meeting will be non-binding. The Say on
Pay resolution at the previous Annual Shareholders’
Meeting was passed by a special resolution of
shareholders and EROAD’s Remuneration Report was
adopted. Accordingly, no spill resolution will be put to
shareholders at this year’s Annual Shareholders’ Meeting.
Consistent with the Australian Say on Pay regime, no vote
may be cast on the resolution by the individuals whose
remuneration is detailed in the Remuneration Report or
any closely related party (as defined in the Corporations
Act) of them, provided that directed proxy votes may be
cast by those persons and undirected proxy votes may
be cast by the Chair of the Annual Shareholders’ Meeting,
in either case where appointed as proxy on behalf of any
shareholder who is not prohibited from voting.
The Remuneration Report is set out on pages 124 to
143 of EROAD’s FY23 Annual Report, which can be
accessed on our website at www.eroadglobal.com/
global/investors/.
Barry Einsig
Located in Pennsylvania, Barry brings considerable
knowledge of the North American transport market
as well as global automated and connected vehicle
expertise. He is currently a Senior Consultant and
Shareholder at Econolite and has held other senior
leadership positions within the transport industry.
Barry was an advisor to the Singapore Ministry of
Transportation on their Highly Automated Vehicle
Programme. In addition, he has reviewed work
undertaken by the Transportation Research Board and
has created patent-approved technology used in Public
Safety Networks. Barry holds a Bachelor of Science
(Environmental Biology). Barry is also the Chair of
EROAD’s Technology Committee.

MEETING DETAILS
Procedural Notes
a. The persons who will be entitled to vote on the resolutions at the Annual
Shareholders’ Meeting are those persons who will be the shareholders of
EROAD at 5pm on Wednesday 26 July 2023.
b. A shareholder may vote at the Annual Shareholders’ Meeting either in
person or by proxy. A body corporate which is a shareholder may appoint
a representative to attend the Annual Shareholders’ Meeting on its behalf
in the same manner as that in which it could appoint a proxy.
c. A proxy need not be a shareholder of EROAD. A shareholder who wishes
to do so may appoint the Chairman of the Annual Shareholders’ Meeting
to act as proxy.
d. A proxy will vote as directed in the proxy form or, if voting is left to
the proxy’s discretion, then the proxy will decide how to vote on the
resolutions. Where the Chairman is appointed as proxy and voting is left
to his discretion, the Chairman intends to vote in favour of all resolutions
including the Say on Pay regime.
e. A proxy form is enclosed and, if used, must be lodged with the share
registrar, Computershare Investor Services Limited, in accordance with
the instructions set out on the form not less than 48 hours before the
time of the holding of the meeting.
f. Resolutions 1 and 2 must be passed by an ordinary resolution of
shareholders, i.e., by a simple majority of the votes of those shareholders
entitled to vote and voting on the resolution in person or by proxy.
g. Resolution 3 is non-binding, but is a special resolution and will be passed
if more than 75% of those shareholders entitled to vote and voting on
the resolution in person or by proxy vote in favour. Consistent with the
Australian Say on Pay regime, no vote may be cast on Resolution 3 by the
individuals whose remuneration is detailed in the Remuneration Report
or any closely related party of them, provided that directed proxy votes
may be cast by those persons and undirected proxy votes may be cast by
the Chairman of the Annual Shareholders’ Meeting, in either case where
appointed as proxy on behalf of any shareholder who is not prohibited
from voting.
Questions and comments
Shareholders are invited to submit questions prior to the meeting to
investors@eroad.com. For the health and safety of all, we ask that if
you have a cough, a high temperature of at least 38°C, shortness of
breath, sore throat, sneezing and runny nose or temporary loss of
smell that you stay at home. You will still be able to watch the Annual
Shareholders’ Meeting and submit questions live via our webcast or
email questions to investors@eroad.com.
Venue information
Great Northern Room, Ellerslie Events Centre
100 Ascot Avenue, Ellerslie, Auckland
ENTRANCE
PARKING
ELLERSLIE EVENTS
CENTRE

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Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Annual Meeting Admission and Proxy/Voting Form
the chair of the meeting, in either case where appointed as proxy on behalf of any
shareholder who is not prohibited from voting.
Approval Thresholds
Resolutions 1 and 2 must be passed by an ordinary resolution of the shareholders,
i.e., by a simple majority of the votes of those shareholders entitled to vote and voting
on the resolution in person or by proxy. The Say on Pay Vote is non-binding, but is a
special resolution and will be passed if more than 75% of those shareholders entitled
to vote and voting on the resolution in person or by proxy vote in favour.
Attending the Meeting
If you propose to attend the Annual Shareholders’ Meeting, please bring this
Admission Form/Proxy Form to the meeting. All shareholders must register
with the EROAD registration staff prior to entering the meeting room. If a
representative of a corporate shareholder or proxy is to attend the meeting you
may need to provide evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power
of attorney (unless already deposited with the Company) and a signed certificate of
non-revocation of the power of attorney must be produced to the Company with this
Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a Sole
Director can also sign alone. Please sign in the appropriate place and indicate the
office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Lodge your proxy
EROAD LIMITED
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2.00pm on Wednesday, 26 July 2023.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy by completing
and signing ‘Step 1’ of the Proxy Form and lodge it with Computershare Investor
Services Limited. A proxy can be any person of your choice and does not have
to be a shareholder of EROAD Limited. If you return this form without appointing a
proxy or signing it, your Proxy Form will be invalid.
The Chairman of the meeting, or any other director, is willing to act as proxy
for any shareholder who wishes to appoint him or her for that purpose.
To do this, enter ‘the Chairman’ or the name of your proxy in the space allocated
in ‘Step 1’ of this form. If you inadvertently do not name a proxy, or your named
proxy does not attend the meeting, the Chair will be your proxy and vote in
accordance with your expressed direction. Alternatively, you can appoint a proxy
online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business.
If you tick the box “discretion” on any resolution, you are directing your proxy or
representative to decide how to vote on that resolution on your behalf. If you
tick the “abstain” box on any resolution, you are directing your proxy or
representative not to vote on that resolution. If you return this Proxy Form
without a direction as to how to vote on any resolution, or if you tick more than
one box in relation to any resolution, the vote on that resolution will be treated
as “discretion” and your proxy will exercise his/her discretion as to whether to
vote and, if so, how. The Chairman intends to vote discretionary proxies in favour
of Resolutions 1 and 2 and in favour of the Say on Pay Vote.
Voting Restrictions
Consistent with the Australian Say on Pay regime, no vote may be cast on the
Say on Pay Vote by the individuals whose remuneration is detailed in the
Remuneration Report or any related party of them, provided that directed proxy
votes may be cast by those persons and undirected proxy votes may be cast by
HYBRID MEETING
The safety of our people and shareholders is our number one priority. In the event that public health related restrictions are in
place which prevent us from holding a physical meeting, or the Board otherwise determines a physical meeting is inappropriate in the
circumstances, we may decide to hold a virtual only Annual Shareholder’s Meeting. If this occurs, we will provide shareholders
with notice through an announcement to the NZX, ASX and on our website.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of EROAD LIMITED
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Items of Business - Voting Instructions/Ballot Paper
STEP 2
The resolutions below are stated in brief. Please refer to the Notice of 2023 Annual Shareholders’ Meeting for the full text of the resolutions
and the explanatory notes.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
EROAD Annual Shareholders’ Meeting
which will be held in the Great Northern Room, Ellerslie
Events Centre, 100 Ascot Avenue, Ellerslie, Auckland on
Friday, 28 July 2023 at 2pm.
Ordinary Business
Resolution 1Re-election of Director
That Barry Einsig, having retired in accordance with NZX Listing Rule 2.7.1, be re-elected as a Director of
EROAD (see Explanatory Note 1).
Resolution 2
Appointment of Auditors and Auditor Remuneration
That the Directors be authorized to fix the fees and expenses of KPMG as the auditor of EROAD
(see Explanatory Note 2).
Resolution 3
Non-binding Say on Pay Vote
To consider, and if thought fit, pass a special ordinary resolution that EROAD’s Remuneration Report for the
year ended 31 March 2023 as set out in the FY23 Annual Report be adopted (see Explanatory Note 3). The
outcome of the vote will be non-binding.
ForAgainstAbstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the EROAD Annual Shareholders’ Meeting
which will be held in the Great Northern Room, Ellerslie Events Centre, 100 Ascot Avenue, Ellerslie, Auckland on Friday, 28 July 2023 at 2pm and at any adjournment of
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.