Capital Change Notices – Issue of Performance Share Rights

7 July 2023

Capital Change Notices - Issue of Performance Share Rights

As signaled in EROAD’s Remuneration Report included in the Company’s FY23 Annual Report
released to the market on 24 May 2023, and as outlined in more detail in EROAD’s 2023
Corporate Governance Roadshow Presentation released on 8 June 2023, the Company’s
Remuneration, Talent and Nomination Committee had engaged Haigh & Company to review
and evaluate market trends and to advise EROAD on its remuneration structure.

Following completion of this work, which has been in development since September 2022,
EROAD is now issuing Performance Share Rights (PSRs) to select employees as part of its three-
year FY24 Long-Term Incentive (LTI) Plan, which is intended to incentivise key employees to
grow the Company and to attract, motivate and retain top talent in line with its new strategic
direction. In addition, EROAD is issuing PSRs under EROAD’s Share Retention Plan to a key
employee pursuant to the terms of their employment contract.

Two capital change notices under NZX Listing Rule 3.13 are attached relating to the issue of
unquoted PSRs to acquire ordinary shares in the Company under the LTI Plan and the Share
Retention Plan. A further capital change notice together with an ASX Appendix 2A are attached
relating to the issue of ordinary shares upon vesting of certain PSRs under the Share Retention
Plan.

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

Ends













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 enquiriesplease 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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Template
Capital Change Notice

Updated as at 17 October 2019
100565613/3451-0475-0884.1


Section 1: Issuer information
Name of issuer EROAD Limited (EROAD)
NZX ticker code ERD
Class of financial product
Unquoted Performance Share
Rights (PSRs), convertible to
EROAD ordinary shares
pursuant to the 2024 Grant
(2024 Grant) under EROAD’s
Long Term Incentive Plan
(Plan).
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,450,911
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)
The PSRs for the 2024 Grant
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 issued under the
2024 Grant comprise three
tranches.
First Tranche
The first tranche of PSRs
becomes exercisable on a
participant remaining employed
on 31 March 2026 and in certain
other circumstances.
Second Tranche
The second tranche of PSRs
becomes exercisable where
EROAD’s total shareholder
return (TSR) calculated over a
period ending after the release
of its results for the year ended
31 March 2026 is at least
greater than the 40
th
percentile
of the constituents of the
S&P/ASX All Technology Index

100565613/3451-0475-0884.1
(XTX). The percentage of PSRs
that become eligible for exercise
will increase on a straight line
basis from 50% where
EROAD’s TSR is equal to the
40
th
percentile of the
constituents of the XTX to 100%
where EROAD’s TSR is equal
to or greater than the 60
th

percentile of the constituents of
the XTX. If EROAD’s TSR is
equal to or greater than the 80
th

percentile, the percentage
eligible for vesting will increase
on a straight line basis up to
200% vesting at the 100
th

percentile.
Third Tranche
The third tranche of PSRs
becomes exercisable based on
the absolute financial
performance of EROAD, which
is dependent on EROAD’s
revenue, EBIT and free cash
flow assessed on EROAD’s
financial statements for each
relevant year (being the years
ending 31 March 2024, 31
March 2025 and 31 March
2026) compared to EROAD’s 3-
year budget set at the beginning
of the 2024 Grant, as well as
EROAD’s cumulative
performance over that time.
Between 85% and 130% of the
PSRs may become exercisable
depending on achievement. If
performance is less than 85%,
then no PSRs will vest.
Share rights vest subject to the
terms and conditions outlined in
EROAD’s Long Term Incentive
Plan Rules.
On vesting, PSRs entitle the
holder to one ordinary share in
EROAD for no cash payment,
subject to adjustment in
accordance with the plan rules,
ranking equally with all other
EROAD Limited ordinary
shares.
The PSRs have a set exercise
price of $0.

Template
Capital Change Notice

Updated as at 17 October 2019
100565613/3451-0475-0884.1
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 1,450,911 PSRs for the
2024 Grant under the Plan.
Further background regarding
EROAD’s FY24 Remuneration
Framework and the Plan can be
found in EROAD’s corporate
governance roadshow released
to NZX and ASX on 6 June
2023.
Board resolution dated 30 June
2023.
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.
1,450,911 PSRs
In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD Share Retention
Plan (440,924 PSRs).
• EROAD PSR Plan (467,651
PSRs).
• EROAD LTI Plan (70,000
PSRs).
• EROAD FY20 LTI Plan
(56,494 PSRs remain on
issue).
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
Board resolution dated 30 June
2023.
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
Share Rights are not
transferrable and do not entitle
the holder to receive dividends
or other distributions, or vote in
respect of EROAD 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.
Any ordinary shares issued on
the valid exercise of PSRs will
rank equally with existing
ordinary shares.

100565613/3451-0475-0884.1
Date of issue/acquisition/redemption 6 July 2023
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 7 July 2023

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Template
Capital Change Notice

Updated as at 17 October 2019
100565613/3454-6174-5187.2


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 661,386
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)
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 are issued in three
tranches under EROAD’s Share
Retention Plan to a participant
in that Plan, pursuant to the
terms of their employment
contract.
First tranche
First tranche of PSRs will vest
immediately following this issue
and will become exercisable
immediately following this issue.
Second tranche
The second tranche of PSRs
becomes exercisable on the
participant remaining employed
on 30 September 2024 and in
certain other circumstances.
Third tranche
The third tranche of PSRs
becomes exercisable on the
participant remaining employed

100565613/3454-6174-5187.2
on 30 September 2025 and in
certain other circumstances.
Share rights vest subject to the
terms and conditions outlined in
EROAD’s Share Retention Plan
Rules.
On vesting, PSRs entitle the
holder to one ordinary share in
EROAD for no cash payment,
subject to adjustment in
accordance with the plan rules,
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)
Granting of 661,386 PSRs to
incentivise the retention of the
participant.
Board resolution dated 30 June
2023.
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.
661,386

In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD PSR Plan (467,651
PSRs).
• EROAD LTI Plan (70,000
PSRs).
• EROAD FY20 LTI Plan
(56,494 PSRs remain on
issue).

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
Board resolution dated 30 June
2023
NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
Share Rights are not
transferrable and do not entitle
the holder to receive dividends
or other distributions or vote in
respect of EROAD ordinary
shares although under the
terms of the plan an additional
number of shares will be issued

Template
Capital Change Notice

Updated as at 17 October 2019
100565613/3454-6174-5187.2
on conversion of fully vested
PSRs to reflect dividends paid
on EROAD Limited shares prior
to exercise.
Any ordinary shares issued on
vesting of PSRs will rank
equally with existing ordinary
shares.
Date of issue/acquisition/redemption 6 July 2023
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 7 July 2023

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Template
Capital Change Notice

Updated as at 17 October 2019
100565613/3447-5198-9027.2


Section 1: Issuer information
Name of issuer EROAD Limited
NZX ticker code ERD
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZERDE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 220,462
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
Upon the vesting of
performance share rights
(PSRs) under a grant under
EROAD Limited’s (EROAD)
Share Retention Plan to a
participant in that Plan, pursuant
to the terms of their employment
contract on the date of issue of
those PSRs, the holder is
entitled to one ordinary share in
EROAD for no cash payment.
Further details of the grant to
the participant will be included
within EROAD’s annual report.
Amount paid up (if not in full) Fully paid ordinary shares
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)
0.20%
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)
Vesting of 220,462 PSRs
granted to the participant in this
grant.
Board resolution dated 30 June
2023

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
113,139,546 ordinary shares.
No treasury stock held.

100565613/3447-5198-9027.2
Class held as Treasury Stock after the
issue/acquisition/redemption.

440,924 PSRs remain on issue
under this grant.

In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD PSR Plan
(467,651 PSRs).
• EROAD LTI Plan
(70,000 PSRs).
• EROAD FY20 LTI Plan
(56,494 PSRs remain
on issue).
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
Board resolution dated 30 June
2023
NZX Listing Rule 4.6.1 and
4.9.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The shares rank pari passu with
existing ordinary shares
Date of issue/acquisition/redemption 6 July 2023
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 7 July 2023

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Application for quotation of +securities
Application for quotation of +securities
1 / 6
Announcement Summary
Entity name
EROAD LIMITED
Announcement Type
New announcement
Date of this announcement
Friday July 07, 2023
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
220,46206/07/2023
Refer to next page for full details of the announcement
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities
being converted

Application for quotation of +securities
Application for quotation of +securities
2 / 6
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
7/7/2023
New announcement

Application for quotation of +securities
Application for quotation of +securities
3 / 6
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
2.2 The +securities to be quoted are:
Additional +securities in a class that is already quoted on ASX ("existing class")
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities
being converted

Application for quotation of +securities
Application for quotation of +securities
4 / 6
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
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
ERDAA : PERFORMANCE SHARE RIGHTS
TO (Existing Class)
ASX +security code and description
ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
220,462
The first date the options were
exercised or other +convertible
securities were converted
6/7/2023
The last date the options were
exercised or other +convertible
securities were converted
6/7/2023
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
The underlying securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Issue date
6/7/2023
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
No
Yes
Intended to be, but are not yet, quoted by ASX
An issue of new +securities
No

Application for quotation of +securities
Application for quotation of +securities
5 / 6
Issue details
Number of +securities to be quoted
220,462
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Shares issued upon vesting of a grant under EROAD's Share Retention Plan for nil cash consideration.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.940000
Any other information the entity wishes to provide about the +securities to be quoted
Not applicable.
No

Application for quotation of +securities
Application for quotation of +securities
6 / 6
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 NZX113,139,546
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 RIGHTS398,900