Important EROAD Shareholder Update

12 July 2023

Important EROAD Shareholder Update

On 22 June 2023 the EROAD Board received an unsolicited proposal outlining a non-binding
indicative offer from a subsidiary of Volaris Group (“Volaris”) to acquire all EROAD shares it does
not already own, at a price of NZ$1.30 per share in cash (“Volaris NBIO”).
After careful consideration, the Board has determined that the Volaris NBIO materially
undervalues EROAD’s business. The Volaris NBIO therefore falls below the level at which the
Board would be prepared to grant Volaris access to due diligence information, or to engage in
negotiations on a scheme implementation agreement.
The Board has communicated this to Volaris today and will send the attached letter to all EROAD
shareholders today (to which a copy of the response letter to Volaris is attached).
EROAD’s response follows a thorough assessment of the offer in the interest of all shareholders,
and taking into account the Board’s dual responsibility to ensure the Volaris NBIO is given full
consideration, while also ensuring the EROAD team remains focused on executing our strategic
plans.
Authorised for release to the NZX and ASX by the Chair of the EROAD Board.


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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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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
IMPORTANT EROAD SHAREHOLDER UPDATE
12 July 2023
Dear Shareholder,
On behalf of the Board and ahead of EROAD’s 2023 Annual Shareholder Meeting (“2023 ASM”) to
be held on Friday 28 July 2023 I wish to provide you with the following update.
In particular, EROAD wants to draw your attention to the attached letter that we have sent to Volaris
in relation to their takeover proposal. The rest of this letter provides the background to that proposal
and provides additional information about EROAD.
Background
On 22 June 2023 the EROAD Board received an unsolicited proposal outlining a non-binding
indicative offer from a subsidiary of Volaris to acquire all EROAD shares it does not already own, at
a price of NZ$1.30 per share in cash (“Volaris NBIO”).
On receipt of the Volaris NBIO, EROAD requested a short trading halt. This was to consider the
terms of the Volaris NBIO and to ensure shareholders were not trading on selective disclosure as
Volaris had indicated it has had discussions with some of EROAD’s shareholders and has agreed
escalation payments for a small number of institutional shareholders.
During the trading halt the Board met and established a committee of directors to consider what
next steps may be required, supported by expert advisers who have been appointed to assist the
Board. The trading halt was lifted at midday on 22 June 2023.
EROAD’s Response
Our response sent to Volaris today follows a thorough assessment of the offer in the interest of all
shareholders, and taking into account the Board’s dual responsibility to ensure the Volaris NBIO is
given full consideration, while also ensuring the EROAD team remains focused on executing our
strategic plans.
As communicated at the Company’s FY23 Result briefing and March 2023 Investor Day and Guidance
Update, EROAD’s strategy has been completed with the help of McKinsey and over the past 14 years
the Company has committed to a substantial capital investment programme to develop the
company’s core technology platform, which included the 2021 acquisition of specialist telematics
company, Coretex.
EROAD’S management team continues to make compelling progress to reposition the business
with the aim of generating positive Free Cash Flow and drive profitable growth.

TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 2
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz
Under this strategy EROAD has already executed meaningful change to our operations and
significant cost-out initiatives and exploring options to accelerate growth in all our markets.
Upcoming ASM
The Board looks forward to addressing shareholder questions at the upcoming 2023 ASM.
Further details to participate in the ASM can be found in the recent Notice of Meeting filed with
the NZX on 28 June 2023.
We encourage you to attend what will be an important meeting in EROAD’s journey. If there is
anything you wish to share with the Board in the interim, please do so via investors@eroad.com.

Sincerely,


Susan Paterson
Chair, EROAD Limited

Attachment – EROAD Letter to Volaris
725 Ann Street
Fortitude Valley
Queensland 4006
Australia
Attention: Troy O’Connor, Portfolio Manager Volaris Group
12 July 2023
RESPONSE TO NON-BINDING PROPOSAL FOR THE ACQUISITION OF EROAD LIMITED
Dear Troy,
On behalf of the EROAD Limited (“EROAD”) Board, we thank
you for the confidential, indicative, non-
binding and incomplete proposal to acquire all o f t he shares in EROAD, which you would prefer to
implement through a scheme of arrangement (the “Proposal”) dated 22 June 2023.
We would also like to take this opportunity to welcome Volaris
Group as a shareholder, and we look
forward to your support as we continue to deliver on EROAD’s strategy.
We note that under the Proposal, you have offered EROAD shareholders NZ$1.30 per share in cash
consideration which implies an EV / FY24 revenue (guidance) of c.1.2x.
The Board of EROAD has established a Sub-Committee, who have met on several occasions and
carefully considered the Proposal along with Goldman Sachs as our financial adviser and Chapman Tripp
as our external legal counsel.
The Board appreciates there are strategic benefits that EROAD could offer to your portfolio, including the
attractive long-term growth prospects. After careful consideration, the Board has determined that the
Proposal materially undervalues EROAD’s business. The Proposal therefore falls
below the level at which
the Board would be prepared to grant access to due diligence information, or to engage in negotiations on
a scheme implementation agreement.
The Board remains committed to value maximisation and acting in the best interests of EROAD and our
shareholders. We look forward to engaging with you as one of EROAD’s substantial shareholders.
Yours sincerely,
S
usan Paterson
Chair, EROAD Limited