Capital Change Notice – Further Issue of Performance Share

18 July 2023

Capital Change Notice - Further 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 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, on 7
July 2023 EROAD announced the issue of Performance Share Rights (PSRs) to select employees
as part of its three- year FY24 Long-Term Incentive (LTI) Plan.

This week EROAD is issuing PSRs under the LTI Plan and its FY24 grant to another key employee
pursuant to the terms of their employment contract.

A capital change notice is attached relating to this issue of unquoted PSRs to acquire ordinary
shares under EROAD’s LTI Plan.


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 enquiries please contact:
Hugo Shanahan
+64 275 111 561
hugo@shanahan.nz
For Investor enquiries please contact:
Matt Gregorowski Citadel-MAGNUS
+61 422 534 755
mgregorowski@citadelmagnus.com

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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 278,437
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)
1

16.1%
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 under the
2024 Grant to a participant in the
Plan pursuant to the terms of their
employment contract.
The PSRs become exercisable to the
extent that EROAD achieves absolute
financial performance for the financial
year ending 31 March 2024 (FY24)
and provided that the participant
remains employed by EROAD until 31
January 2024.
EROAD’s actual financial
performance for FY24 will be
assessed by reference to EROAD’s
FY24 statements, comparing revenue
and EBIT for FY24 against EROAD’s
FY24 budget, as set before the
issuance of the PSRs.
Between 85% and 130% of the PSRs
may become exercisable depending
on how EROAD’s FY24 financial
results compare with EROAD’s FY24
budget.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

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If EROAD’s actual financial
performance is less than 85% of
budget for FY24, then no PSRs will
vest.
Share rights vest subject to the terms
and conditions set out in the Plan.
The vesting date will be the date on
which EROAD releases its financial
results for FY24.
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 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)
Issue of 278,437 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 8 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.
1,729,348 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 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

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additional number of shares will be
issued on conversion of fully vested
PSRs to reflect dividends paid on
EROAD shares prior to exercise.
Any ordinary shares issued on the
valid exercise of PSRs will rank
equally with existing ordinary shares.
Date of issue/acquisition/redemption
2
17 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
18 July 2023