EROAD announces NZ$50 million Equity Raise

TEL +64 9 927 4700 PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz




Market Release
Not for release to US wire services or distribution in the United States

7 September 2023

EROAD announces NZ$50 million Equity Raise

Transportation technology services company EROAD Limited (“EROAD”) announces that it is seeking to
raise approximately NZ$50 million of new capital. The structure of the equity raise is an institutional
placement to raise approximately NZ$11.6 million (“Institutional Placement”) and a 1 for 2.06 pro rata
accelerated renounceable entitlement offer to raise approximately NZ$38.4 million (“Entitlement Offer”
and, together with the Institutional Placement, the “Equity Raise”). The Equity Raise involves the offering
of new ordinary shares in EROAD (“New Shares”) and is fully underwritten.

During 2022, EROAD commenced a comprehensive strategic review of the business which included
significant cost out initiatives, rationalisation of its product suite and a more focused and disciplined
strategy for executing its growth plan.

Since then, EROAD has made considerable progress on its strategy including in FY23 achieving NZ$10m in
annualised cost out with a further NZ$10m annualised cost out targeted for FY24, strong customer
renewals and new wins, as well as further progressing the integration of its strategic acquisition, Coretex.

The capital raised from the Equity Raise will strengthen EROAD’s balance sheet, giving it greater flexibility
to continue its strategy of sustainable, profitable growth maximising long term shareholder value. The net
proceeds from the Equity Raise will be used to repay debt, providing funding headroom to allow EROAD to
further underpin its growth strategy, especially in the key North American market.

Entitlement Offer overview
The Entitlement Offer provides an opportunity for Eligible Shareholders to increase the number of Shares
they hold in EROAD and to take advantage of the discount at which the New Shares will be issued under
the Entitlement Offer, relative to the trading price prior to announcement of the Equity Raise.

Under the Entitlement Offer, Eligible Shareholders are entitled to acquire 1 New Share for every 2.06
existing shares (“Existing Shares”) held as at 7:00pm (NZST) / 5:00pm (AEST) on Friday, 8 September 2023
at an issue price of NZ$0.70 (or the A$ Price) per New Share (“Issue Price”) (“Entitlement”).

The A$ Price will be the Australian dollar equivalent of NZ$0.70 determined using the NZ$:A$ exchange
rate published by the Reserve Bank of New Zealand on its website as at 3:00pm (NZST) on Friday, 8
September 2023. The A$ Price will be announced by EROAD on Monday, 11 September 2023.

TEL +64 9 927 4700 PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz

The Issue Price of NZ$0.70 per New Share reflects a 49.6% discount to NZ$1.39, being the last close price
on the NZX as at Wednesday, 6 September 2023 and a 37.7% discount to the theoretical ex-rights price
(”TERP”)
1
of NZ$1.12.

Eligible Retail Shareholders will have until 7.00pm (NZST) / 5.00pm (AEST) on Thursday, 21 September
2023 to subscribe for New Shares.

The Entitlement Offer comprises an accelerated institutional entitlement offer, an institutional bookbuild,
a retail entitlement offer and a retail bookbuild. A summary of these different components of the
Entitlement Offer is set out in the Appendix to this announcement.

Institutional Placement overview
The Institutional Placement will comprise the offer of 16,571,429 New Shares to selected Institutional
Investors and other invited participants at the discretion of EROAD to raise approximately NZ$11.6 million.
The Institutional Placement will be conducted today (Thursday, 7 September 2023).

EROAD’s Chair, Susan Paterson, commented: “EROAD is well advanced on a number of strategic
initiatives and the funds raised under the Equity Raise will give us greater flexibility to execute our growth
plan, principally in North America. We are pleased to confirm that all Directors of EROAD who are eligible
intend to take up their full entitlements under the Entitlement Offer, with those and other Directors
intending to participate in the Institutional Placement, reflecting strong support for EROAD’s strategy
going forward."

The offer of New Shares by EROAD under the Entitlement Offer is made on the terms and conditions set
out in the Offer Document dated and provided to the NZX and ASX today. Capitalised terms have the
meaning set out in that Offer Document. Additional information can be found in the Investor
Presentation provided to the NZX and ASX today. Please read the Offer Document and Investor
Presentation carefully before deciding what to do. A letter informing shareholders of their Entitlements
and the process to apply for New Shares on the offer website (www.shareoffer.co.nz/eroad) will be sent to
eligible shareholders on Tuesday, 12 September 2023.

A table of key dates for the Retail Offer is included in the Appendix to this announcement.

Ends

Authorised for release to the NZX and ASX by EROAD’s Board of Directors.


Investor enquiries please contact:
Matt Gregorowski
Citadel-MAGNUS
+61 422 534 755
mgregorowski@citadelmagnus.com

For Media enquiries please contact:
Richard Llewellyn
Shanahan
+64 27 523 2362
richard@shanahan.nz

1
The TERP is the theoretical price at which EROAD shares should trade immediately after the ex-date of the Entitlement Offer. The TERP is a
theoretical calculation only and the actual price at which shares trade immediately after the ex-date for the Entitlement Offer will depend on many
factors and may not equal the TERP. The TERP is calculated by reference to EROAD’s closing price of NZ$1.39 on 6 September 2023 and includes the
New Shares to be issued via the Institutional Placement.

TEL +64 9 927 4700 PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz




About EROAD
EROAD Limited’s (ASX: ERD; NZX: ERD) (“EROAD”) purpose is to create safer and more sustainable roads.
EROAD develops and markets technology solutions to manage vehicle fleets, support regulatory
compliance, improve driver safety and reduce the costs associated with operating a fleet of vehicles and
inventory of assets. EROAD has a proven SaaS business model and is experiencing continuing growth in
installed units and revenue. EROAD has operations in New Zealand, North America and Australia, with
customers ranging in size from small fleets through to large enterprise customers.

For more information visit https://www.eroadglobal.com/global/investors

TEL +64 9 927 4700 PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz



Appendix: Summary of the Entitlement Offer

The Entitlement Offer will consist of:
• an accelerated institutional entitlement offer to Eligible Institutional Shareholders which will be
conducted on Thursday, 7 September 2023 ("Institutional Offer"), followed by the Institutional
Bookbuild; and
• a retail entitlement offer to Eligible Retail Shareholders which will open at 10:00am (NZST) /
8:00am (AEST) on Tuesday, 12 September 2023 and will close at 7:00pm (NZST) / 5:00pm (AEST)
on Thursday, 21 September 2023 ("Retail Offer"), followed by the Retail Bookbuild.

Each New Share will rank equally with the Existing Shares on issue.

Institutional Offer
EROAD is offering Eligible Institutional Shareholders the opportunity to participate in the Institutional
Offer which will be conducted on Thursday, 7 September 2023. Eligible Institutional Shareholders may
take up all, part or none of their Entitlements. Entitlements cannot be traded or sold on the NZX or ASX.

New Shares not taken up by Eligible Institutional Shareholders, or attributable to Ineligible Institutional
Shareholders, may be offered for sale through an Institutional Bookbuild to be conducted on Friday, 8
September 2023.

Any Premium achieved (where the Clearing Price exceeds the Issue Price) from the sale of New Shares
through the Institutional Bookbuild will be paid (net of any applicable withholding tax and expenses) on a
pro-rata basis to those Eligible Institutional Shareholders who do not take up their Entitlements in full and
Ineligible Institutional Shareholders. There is no guarantee that any Premium will be achieved through the
Institutional Bookbuild, and any Premium achieved in the Institutional Bookbuild may be different from
any Premium achieved in the Retail Bookbuild.

EROAD shares have been placed in a trading halt while the Institutional Offer and Institutional Bookbuild
are undertaken.

Retail Offer
EROAD is offering Eligible Retail Shareholders with an address recorded in EROAD’s share register that is
in New Zealand or Australia at 7:00pm (NZST) / 5:00pm (AEST) on the Record Date the opportunity to
participate in the Retail Offer. The Retail Offer will open at 10:00am (NZST) / 8:00am (AEST) on Tuesday,
12 September 2023 and close at 7:00pm (NZST) / 5:00pm (AEST) on Thursday, 21 September 2023. Eligible
Retail Shareholders will have the opportunity to participate at the same Issue Price and offer ratio as the
Institutional Offer. Eligible Retail Shareholders can choose to take up their Entitlement in whole, in part or
not at all. Entitlements cannot be traded or sold on the NZX or ASX.

New Shares not taken up by Eligible Retail Shareholders, or attributable to Ineligible Retail Shareholders,
will be offered for sale through a Retail Bookbuild to be conducted on Tuesday, 26 September 2023.


Any Premium achieved (where the Clearing Price exceeds the Issue Price) from the sale of New Shares
through the Retail Bookbuild will be paid (net of any applicable withholding tax and expenses) on a pro-

TEL +64 9 927 4700 PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz

rata basis to those Eligible Retail Shareholders who do not take up their Entitlements in full and Ineligible
Retail Shareholders. There is no guarantee that any Premium will be achieved through the Retail
Bookbuild, and any Premium achieved in the Retail Bookbuild may be different from any Premium
achieved in the Institutional Bookbuild.

Any Premium achieved through the Institutional Bookbuild or the Retail Bookbuild will be paid (net of any
applicable withholding tax) in either New Zealand dollars or, for those Shareholders with a nominated
bank account in Australian dollars or who have a registered address in Australia and do not have a New
Zealand bank account, at the prevailing A$:NZ$ exchange rate, to their nominated bank account as noted
in EROAD’s share register. That exchange rate may be different to the exchange rate used to set the A$
Price.

Key dates
To be read in conjunction with the Offer Document.

Record date – Institutional and Retail Offer 7:00pm (NZST) or 5:00pm (AEST), Friday, 8
September 2023
Institutional Placement, Institutional Offer and Institutional Bookbuild
Trading halt commences on the NZX Main Board
and the ASX
Pre-market open, Thursday, 7 September 2023
Institutional Offer and Institutional Placement
conducted
Thursday, 7 September 2023
Institutional Bookbuild conducted Friday, 8 September 2023
Announce results of Institutional Offer,
Institutional Bookbuild and Institutional
Placement and A$ Price

Trading halt lifted on the NZX Main Board and
ASX
Pre-market open, Monday, 11 September 2023
Settlement of Institutional Offer, Institutional
Bookbuild and Institutional Placement on ASX
Friday, 15 September 2023
Settlement of Institutional Offer, Institutional
Bookbuild and Institutional Placement on the NZX
Main Board and commencement of trading of
allotted New Shares on the NZX Main Board and
ASX
Monday, 18 September 2023

TEL +64 9 927 4700 PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz







The Institutional Placement and the Entitlement Offer do not constitute an offer, advertisement or invitation in any place in
which, or to any person to whom, it would not be lawful to make such an offer or invitation. This announcement may not be
forwarded to any other person (or otherwise reproduced in any manner) in the United States or in any jurisdiction outside of
New Zealand and Australia. In particular, this announcement may not be released to US wire services or distributed in the
United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the
United States. The offer and sale of the securities referred to in this announcement have not been, and will not be, registered
under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly,
such securities may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from, or
not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other
jurisdiction of the United States. Any forwarding or other distribution of this announcement in any jurisdiction outside New
Zealand or Australia could result in a violation of relevant securities laws.

Retail Entitlement Offer and Retail Bookbuild
Retail Offer opens 10:00am (NZST) or 8:00am (AEST), Tuesday, 12
September 2023
Retail Offer closes 7:00pm (NZST) or 5:00pm (AEST) (last day for
online applications), Thursday, 21 September 2023
Trading halt commences on the NZX Main Board
and ASX
Pre-market open, Tuesday, 26 September 2023
Retail Bookbuild conducted Tuesday, 26 September 2023
Announce results of Retail Offer and Retail
Bookbuild
Trading recommences on NZX Main Board and
ASX
Pre-market open, Wednesday, 27 September 2023
Settlement of Retail Offer and Retail Bookbuild on
ASX
Friday, 29 September 2023
Settlement of Retail Offer and Retail Bookbuild on
the NZX Main Board and commencement of
trading of allotted New Shares on the NZX Main
Board
Monday, 2 October 2023
Commencement of trading of allotted New Shares
on the ASX
Tuesday, 3 October 2023

Note: The above timetable is indicative only and subject to change without notice. All dates and times are New Zealand time (unless stated
otherwise).

---

PAGE 4
OFFER DOCUMENT
EROAD LIMITED
7 SEPTEMBER 2023
This Offer Document is an important document. You should read the entire document before deciding what action to take with
respect to your Entitlement. If you have any doubts as to what you should do, please consult your broker, financial, investment
or other professional adviser. This Offer Document may not be distributed outside New Zealand or Australia, except to certain
institutional and professional investors in such other countries and to the extent contemplated in this Offer Document.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
1 for 2.06 Accelerated Renounceable
Entitlement Offer of New Shares

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
2
CONTENTS
IMPORTANT NOTICE 4
PART 1: LETTER FROM THE CHAIR 6
PART 2: EQUITY RAISE AT A GLANCE 8
PART 3: IMPORTANT DATES 10
PART 4: ACTIONS TO BE TAKEN BY

ELIGIBLE SHAREHOLDERS 12
PART 5: DETAILS OF THE EQUITY RAISE 14
PART 6: GLOSSARY 21
PART 7: DIRECTORY 26

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
3

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
4
IMPORTANT NOTICE
GENERAL INFORMATION
The Entitlement Offer is made under the exclusion in clause
19 of Schedule 1 of the Financial Markets Conduct Act 2013
(
FMCA) and pursuant to the provisions of section 708AA
of the Corporations Act (as modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Instrument 20-0854).
This Offer Document is not a product disclosure statement or
other disclosure document for the purposes of the FMCA, the
Corporations Act, or any other law, has not been lodged with
the Financial Markets Authority or ASIC, and does not contain
all of the information that an investor would find in a product
disclosure statement or other disclosure document, or which
may be required in order to make an informed investment
decision about the Entitlement Offer or EROAD.
ADDITIONAL INFORMATION AVAILABLE
UNDER EROAD’S CONTINUOUS DISCLOSURE
OBLIGATIONS
EROAD is subject to continuous disclosure obligations under
the NZX Listing Rules. You can find market releases by EROAD
at www.nzx.com and www.asx.com.au under the code “ERD”.
EROAD may, during the period of the Entitlement Offer, make
additional releases to the NZX and ASX. To the maximum
extent permitted by law, no release by EROAD to the NZX
or ASX will permit an applicant to withdraw any previously
submitted application without EROAD’s prior consent.
OFFERING RESTRICTIONS
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to any
person to whom, it would not be lawful to make such an offer
or invitation.
This Offer Document may not be sent or given to any person
who is not an Eligible Shareholder in circumstances in which
the Entitlement Offer or distribution of this Offer Document
would be unlawful. The distribution of this Offer Document
(including an electronic copy) outside New Zealand or
Australia may be restricted by law. In particular, this Offer
Document may not be distributed to any person, and the New
Shares may not be offered or sold, in any country outside
of New Zealand or Australia except to Eligible Institutional
Shareholders or as EROAD may otherwise determine in
compliance with applicable laws.
Neither the Entitlements nor the New Shares have been,
or will be, registered under the US Securities Act or the
securities laws of any state or other jurisdiction of the United
States. Accordingly, the Entitlements may not be issued to, or
taken up by, and the New Shares may not be offered or sold,
directly or indirectly, to persons in the United States, except in
transactions exempt from, or not subject to, the registration
requirements of the US Securities Act and the applicable
securities laws of any state or other jurisdiction of the United
States. The Entitlements and the New Shares to be offered and
sold pursuant to this Offer Document may only be offered and
sold outside the United States in “offshore transactions” as
defined and in reliance on Regulation S under the US Securities
Act.
Further details on the offering restrictions that apply are set
out in the Details of the Offer section of this Offer Document.
If you come into possession of this Offer Document, you should
observe any such restrictions. Any failure to comply with such
restrictions could contravene applicable securities law. EROAD
disclaims all liability to such persons.
CHANGES TO THE ENTITLEMENT OFFER
Subject to the NZX Listing Rules, the ASX Listing Rules and
applicable laws, EROAD reserves the right to alter the dates set
out in this Offer Document.
Additionally, EROAD reserves the right to withdraw all or any
part of the Entitlement Offer (either generally or in particular
cases) and the issue of New Shares at any time before the
Allotment Date at its absolute discretion.
NO GUARANTEE
No guarantee is provided by any person in relation to the New
Shares to be issued pursuant to the Entitlement Offer. Likewise,
no warranty is provided with regard to the future performance
of EROAD or any return on any investments made pursuant to
this Offer Document.
The market price for the Shares may change between the
date the Entitlement Offer opens, the date you apply for New
Shares under the Entitlement Offer, and the date on which the
New Shares are allotted to you. Accordingly, the price paid for
Shares under the Entitlement Offer may be higher or lower
than the price at which Shares are trading on the NZX Main
Board or the ASX at the time New Shares are issued under the
Entitlement Offer. The market price of New Shares following
allotment may be higher or lower than the Issue Price.
FUTURE PERFORMANCE
This Offer Document includes certain “forward-looking
statements”. These forward-looking statements are not
historical facts but rather are based on EROAD’s current

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
5
expectations, estimates, beliefs, assumptions and projections
about EROAD, the industry in which EROAD operates, the
outcome and effects of the Equity Raise and use of proceeds.
These forward-looking statements include statements about
EROAD’s expectations about the performance of EROAD’s
business, statements about the future performance of EROAD,
and statements about the use of proceeds from the Equity
Raise. Forward-looking statements can generally be identified
by the use of forward-looking words such as “anticipate”,
“believe”, “expect”, “project”, “forecast”, “estimate”, “likely”,
“intend”, “should”, “will”, “could”, “may”, “target”, “plan” and
other similar expressions within the meaning of securities laws
of applicable jurisdictions. Indications of, and guidance or
outlook on future earnings, distributions or financial position
or performance are also forward-looking statements. These
statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other
factors, many of which are beyond the control of EROAD,
its directors and management, are difficult to predict and
may involve significant elements of subjective judgment and
assumptions as to future events which may not be correct
and could cause actual results to differ materially from those
expressed in the forward-looking statements. EROAD cautions
Shareholders and prospective Shareholders not to place undue
reliance on these forward-looking statements, which reflect
EROAD’s views only as of the date of this Offer Document.
There can be no assurance that actual outcomes will not
differ materially from these forward-looking statements. The
forward-looking statements made in this Offer Document
relate only to events as of the date on which the statements
are made. EROAD will not release publicly any revisions or
updates to these forward-looking statements to reflect events,
circumstances or unanticipated events occurring after the date
of this Offer Document except as required by law or by any
appropriate regulatory authority.
DECISION TO PARTICIPATE IN THE
ENTITLEMENT OFFER
The information in this Offer Document does not constitute a
recommendation to acquire or invest in New Shares nor does
it amount to financial product advice. This Offer Document
has been prepared without taking into account the particular
needs or circumstances of any investor, including an investor’s
investment objectives, financial and/or tax position.
DISCLAIMER
The Joint Lead Managers and Underwriters have not been
responsible for the preparation of, and to the maximum extent
permitted by law accept no liability in connection with, this
Offer Document.
PRIVACY
Any personal information provided by Eligible Shareholders via
the online application will be held by EROAD or the Registrar
at the addresses set out in the Directory.
EROAD and/or the Registrar may store your personal
information in electronic format, including in online storage or
on a server or servers which may be located in New Zealand
or overseas. The information will be used for the purposes of
administering your investment in EROAD.
This information will only be disclosed to third parties with
your consent or if otherwise required or permitted by law.
Under the New Zealand Privacy Act 2020, you have the right to
access and correct any personal information held about you.
ENQUIRIES
Enquiries about the Entitlement Offer can be directed to an
NZX Primary Market Participant, your broker, or your solicitor,
accountant or other professional adviser.
If you have any questions about how to apply online, please
contact the Registrar, whose contact details are set out in the
Directory.
DEFINED TERMS
Capitalised terms used in this Offer Document have the specific
meaning given to them in the Glossary of this Offer Document.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
6
Dear EROAD shareholder,
The Directors of EROAD are pleased to offer you
the opportunity to participate in an accelerated
renounceable entitlement offer to raise approximately
NZ$38.4 million of new equity (“Entitlement Offer”)
at an issue price of NZ$0.70 (or the A$ Price). In
conjunction with the Entitlement Offer, EROAD
will be conducting an institutional placement to
raise approximately NZ$11.6 million (“Institutional
Placement” and, together with the Entitlement Offer,
the “Equity Raise”).
The capital raised from the Equity Raise will
strengthen EROAD’s balance sheet, giving it greater
flexibility to continue its strategy of sustainable,
profitable growth maximising long term shareholder
value.
The net proceeds from the Equity Raise will be used
to repay debt, providing funding headroom to allow
EROAD to further underpin its growth strategy,
especially in the key North American market.
As discussed at our Annual Shareholders Meeting,
we are currently implementing our strategic plan
which is focused on “Turning Around the Core” and
“Growing North America”. Turning Around the Core is
progressing well, with the additional NZ$10 million of
cost-out, targeted in FY24, on track to be achieved.
EROAD’s entry into the North American market,
which gained momentum in the past 2 years through
the Coretex acquisition, provides exposure to a large
market with attractive growth prospects supported by
long-term industry tailwinds, including an increased
emphasis on sustainability and electrification,
increasing regulatory and compliance requirements,
strong fleet consolidation opportunities and workflow
digitization.
I am pleased to reiterate our outlook for FY24,
including:
• Revenue of NZ$175m to NZ$180m, reflecting
continued growth across all three geographies;
• EBIT of up to NZ$5m, normalised for 3G
replacement program; and
• R&D spend of NZ$30m.
Hitting these milestones will put EROAD firmly on
track to becoming Free Cash Flow neutral during
FY25, and Free Cash Flow positive during FY26.
Furthermore, I am pleased to announce that EROAD
has secured commitments from lenders for a new
3-year financing facility with an additional lender
included in the syndicate. The facility replaces the
debt due to mature in FY25, providing additional
funding flexibility and duration.
HOW YOU CAN PARTICIPATE IN THE
ENTITLEMENT OFFER
The Entitlement Offer provides an opportunity for
Eligible Shareholders to increase the number of
Shares they hold in EROAD and to take advantage of
the discount at which the New Shares will be issued
under the Entitlement Offer, relative to the trading
price prior to the announcement of the Equity Raise.
Under the Entitlement Offer, Eligible Shareholders are
entitled to acquire 1 New Share for every 2.06 EROAD
Shares held as at 7.00pm (NZST) / 5.00pm (AEST)
on Friday, 8 September 2023, at an Issue Price of
NZ$0.70 (or the A$ Price) per New Share.
The Issue Price reflects a 49.6% discount to NZ$1.39,
being the last close price on the NZX as at Wednesday,
6 September 2023 and a 37.7% discount to the
theoretical ex-rights price of NZ$1.12.
LETTER FROM THE CHAIR
Recapitalising our Roadmap for Growth
AGENDA
1.Chair’s Address
2.CEO and CFO Address
3.Resolutions
4.Q&A
SUSAN PATERSON, CHAIR
MARGARET WARRINGTON, CFO
PAGE 4
PAVING A PATH TO SUSTAINABLE & PROFITABLE GROWTH
MARK HEINE, CEO
PART 1

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
7
Eligible Retail Shareholders will have until 7.00pm
(NZST) / 5.00pm (AEST) on Thursday, 21 September
2023 to subscribe for New Shares. The institutional
component of the Entitlement Offer will be
accelerated and close today (Thursday, 7 September
2023).
You can choose to take up your entitlement in whole,
in part or not at all. Under the Entitlement Offer,
there will be no trading of Entitlements. Instead,
New Shares not taken up, or attributable to Ineligible
Shareholders, will be offered to Institutional Investors
through two Bookbuilds run by the Lead Managers,
Goldman Sachs and Canaccord. See Part 5 of this
Offer Document for further information on the
Bookbuilds and how any Premium achieved in those
Bookbuilds will be shared.
The Equity Raise is fully underwritten by Goldman
Sachs New Zealand Limited and Canaccord Genuity
(Australia) Limited.
CONCLUSION
This Offer Document contains important information
about the Entitlement Offer. I encourage you to
read it carefully and take the time to consider the
Entitlement Offer and seek financial, investment, or
other professional advice from a qualified professional
adviser. Additional information can be found in the
investor presentation which we have released to the
NZX and ASX.
Eligible Retail Shareholders can apply to take up
their Entitlements under the Entitlement Offer by
completing an online application at www.shareoffer.
co.nz/EROAD by 7.00pm (NZST) / 5.00pm (AEST) on
Thursday, 21 September 2023. Instructions on how to
make payment can be found at www.shareoffer.co.nz/
EROAD.
The Board and Management remain excited about the
future for EROAD.
We are pleased to confirm that all Directors of
EROAD who currently hold EROAD Shares intend to
take up their full entitlements under the Entitlement
Offer, with those and other Directors intending to
participate in the Institutional Placement, reflecting
strong investor support for the execution of EROAD’s
strategy in New Zealand, Australia and North America.
Yours sincerely,
Susan Paterson
Chair
Directors and Senior Officer Signatures October 2021
Susan Paterson
David GreenKsenija Chobanocich

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
8
EQUITY RAISE AT A GLANCE
PART 2
IssuerEROAD Limited
Entitlement OfferInstitutional Offer and Retail Offer
A pro rata renounceable entitlement offer of 1 New Share for every 2.06
Existing Shares held by an Eligible Shareholder at 7.00pm (NZST) or
5.00pm (AEST) on the Record Date, with fractional entitlements being
rounded down to the nearest share.
If you are an Eligible Shareholder and you do not take up all of your
Entitlement, your current shareholding will be diluted as a result of the
issue of New Shares.
Institutional Bookbuild and Retail Bookbuild
Entitlements cannot be traded on the NZX Main Board, the ASX or
otherwise privately transferred.
New Shares not taken up by Eligible Shareholders, or attributable to
Ineligible Shareholders, will be offered for sale through Bookbuilds run by
the Joint Lead Managers.
There will be a Bookbuild for the Institutional Offer (the Institutional
Bookbuild) and a separate Bookbuild for the Retail Offer (the Retail
Bookbuild).
Any Premium realised for New Shares in the Bookbuilds will be paid (net
of any applicable withholding tax) to Ineligible Shareholders and Eligible
Shareholders who do not take up all of their Entitlements, in proportion to
their holdings of the Entitlements offered under the Bookbuilds (Ineligible
Shareholders will be deemed to hold the Entitlement they would have
received if they were an Eligible Shareholder for the purpose of calculating
the amount of any such Premium payable to them).
There is no guarantee that there will be any Premium realised for the New
Shares offered for sale in the Bookbuilds, and the Premium realised (if any)
in the Institutional Bookbuild may be different from the Premium realised (if
any) in the Retail Bookbuild.
Institutional PlacementIn conjunction with the Entitlement Offer, EROAD will conduct an
Institutional Placement to raise approximately NZ$11.6 million. The New
Shares issued under the Institutional Placement will be issued at the Issue
Price.
New Shares issued to participants in the Institutional Placement will not be
eligible to participate in the Entitlement Offer.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
9
Issue PriceNZ$0.70 (or the A$ Price) per New Share.
Existing Shares currently on issue113,139,546 Existing Shares.
Maximum number of New Shares
being offered under the Equity Raise
54,922,109 New Shares under the Entitlement Offer and 16,571,429 New
Shares under the Institutional Placement, being 71,493,538 New Shares in
total under the Equity Raise (subject to rounding).
Equity Raise sizeThe approximate amount to be raised is NZ$38.4 million under the
Entitlement Offer and NZ$11.6 million under the Institutional Placement,
being NZ$50 million in total.
New SharesThe same class as, and ranking equally with, Existing Shares.
Eligible Retail ShareholdersYou are an Eligible Retail Shareholder if, as at 7.00pm (NZST) or 5.00pm
(AEST) on the Record Date, you are recorded in EROAD’s share register as
a Shareholder and:
(a) your address is shown in EROAD’s share register as being in New
Zealand or Australia; or
(b) EROAD considers, in its discretion, you may be treated as an Eligible
Retail Shareholder,
and you are not in the United States and not acting for the account
or benefit of a person in the United States and not an Institutional
Shareholder.
How to applyEligible Retail Shareholders
Applications must be made online at www.shareoffer.co.nz/EROAD by
7.00pm (NZST) or 5.00pm (AEST) on Thursday, 21 September 2023.
Eligible Institutional Shareholders
The Joint Lead Managers will contact Eligible Institutional Shareholders and
advise them of the terms and conditions of participation in the Entitlement
Offer and the application process.
UnderwritingThe Equity Raise is fully underwritten by the Underwriters.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
10
IMPORTANT DATES
PART 3
INSTITUTIONAL OFFER, INSTITUTIONAL PLACEMENT AND INSTITUTIONAL BOOKBUILD
This timetable is relevant to participants in the Institutional Offer, Institutional Placement and Institutional
Bookbuild. Eligible Retail Shareholders should refer to the important dates for the Retail Offer and Retail
Bookbuild set out in the “Retail Offer and Retail Bookbuild” table on the following page.
Key EventDate
Trading halt commences on the NZX Main
Board and the ASX (pre-market open)
Thursday, 7 September 2023
Institutional Offer and Institutional Placement conductedThursday, 7 September 2023
Institutional Bookbuild conductedFriday, 8 September 2023
Record Date 7.00pm (NZST) or 5.00pm (AEST)Friday, 8 September 2023
Announce results of Institutional Offer, Institutional Bookbuild
and Institutional Placement (pre-market open)
Announce A$ Price (pre-market open)
Trading halt lifted on the NZX Main Board and ASX (pre-market open)
Monday, 11 September 2023
Settlement of Institutional Offer, Institutional
Bookbuild and Institutional Placement on ASX
Friday, 15 September 2023
Settlement of Institutional Offer, Institutional Bookbuild and
Institutional Placement on the NZX Main Board and commencement
of trading of allotted New Shares on the NZX Main Board and ASX
Monday, 18 September 2023

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
11
RETAIL OFFER AND RETAIL BOOKBUILD
The timetable immediately below is relevant to participants in the Retail Offer and Retail Bookbuild. Eligible
Institutional Shareholders should refer to the important dates for the Institutional Offer, Institutional Placement
and Institutional Bookbuild set out in the “Institutional Offer, Institutional Placement and Institutional Bookbuild”
table above.
Key EventDate
Record Date 7.00pm (NZST) or 5.00pm (AEST)Friday, 8 September 2023
Announce A$ Price (pre-market open)Monday, 11 September 2023
Retail Offer opens 10.00am (NZST) or 8.00am (AEST)Tuesday, 12 September 2023
Retail Offer closes 7.00pm (NZST) or 5.00pm
(AEST) (last day for online applications)
Thursday, 21 September 2023
Trading halt commences on the NZX Main Board and ASX (pre-market open)
Retail Bookbuild conducted
Tuesday, 26 September 2023
Announce results of Retail Offer and Retail Bookbuild (pre-market open)
Trading recommences on NZX Main Board and ASX (pre-market open)
Wednesday, 27 September 2023
Settlement of Retail Offer and Retail Bookbuild on ASXFriday, 29 September 2023
Settlement of Retail Offer and Retail Bookbuild on the NZX Main Board and
commencement of trading of allotted New Shares on the NZX Main Board
Monday, 2 October 2023
Commencement of trading of allotted New Shares on ASXTuesday, 3 October 2023
Despatch of holding statements for New Shares issued
under the Retail Offer and the Retail Bookbuild
Tuesday, 3 October 2023
Applicants must apply via the online application process and are encouraged to do so as soon as possible. No
cooling-off rights apply to applications submitted under the Entitlement Offer and once an application has been
submitted it cannot be withdrawn without EROAD’s consent.
The dates set out in the tables above (and any references to them in this Offer Document) are subject to change
and are indicative only. All times and dates refer to NZ time (unless otherwise specified). EROAD reserves the
right to amend the timetables (including by extending the closing dates for the Entitlement Offer or accepting
late applications, either generally or in particular cases) subject to the NZX Listing Rules, ASX Listing Rules and
applicable law. Any extension of the closing dates for the Entitlement Offer will have a consequential effect on the
relevant Allotment Date.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
12
ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS
PART 4
IF YOU ARE AN ELIGIBLE RETAIL
SHAREHOLDER
If you are an Eligible Retail Shareholder, you may take
the following actions:
• take up all of your Entitlement;
• take up part of your Entitlement; or
• do nothing.
If you only take up part of your Entitlement or do
nothing, New Shares attributable to any Entitlement
not taken up will be offered for sale in the Retail
Bookbuild. Any Premium realised for those New
Shares in the Retail Bookbuild will be paid (net of
any applicable withholding tax) on a pro rata basis
to those Eligible Retail Shareholders who do not take
up all of their Entitlement or who are Ineligible Retail
Shareholders.
TO TAKE UP ALL OR PART OF YOUR
ENTITLEMENT
If you are an Eligible Retail Shareholder and wish to
take up all or part of your Entitlement, you need to
apply online at www.shareoffer.co.nz/EROAD before
7.00pm (NZST) or 5.00pm (AEST) on Thursday, 21
September 2023. You will be required to enter your
CSN/Holder number which you hold your Shares under
and your Entitlement number which will be sent to you.
Payment for your New Shares must be by way of direct
credit. More detail on payment options is included in
the online acceptance form.
Cheques will not be accepted.
The Entitlement Offer is a pro rata offer to Eligible
Shareholders. Eligible Shareholders who take up
their Entitlement in full will not have their percentage
shareholding in EROAD reduced by the Entitlement
Offer. However, Eligible Shareholders who do not take
up all of their Entitlement will have their percentage
shareholding in EROAD diluted by the issue of New
Shares under the Entitlement Offer.
Depending on the extent to which Eligible
Shareholders who are invited to do so participate in the
Institutional Placement, Eligible Shareholders may have
their current shareholding diluted as a result of the
issue of New Shares under the Institutional Placement.
DO NOTHING
If you do not take up all of your Entitlement, New
Shares attributable to the remaining balance of your
Entitlement will be sold through the Retail Bookbuild
on Tuesday, 26 September 2023. You will not be able
to subscribe for New Shares in respect of the portion
of your Entitlement not taken up and your holding
will be diluted by the issue of New Shares under the
Entitlement Offer.
You will receive the Premium (if any) in respect
of those Unexercised Retail Entitlements. There is
no guarantee that any Premium will be achieved,
and any Premium achieved in the Retail Bookbuild
may be different from any Premium achieved in the
Institutional Bookbuild. The ability to sell New Shares
attributable to Unexercised Retail Entitlements in the
Retail Bookbuild and the ability to obtain any Premium
will be dependent upon various factors, including
market conditions. Further, the price received for
the New Shares attributable to Unexercised Retail
Entitlements under the Retail Bookbuild may not be
the highest price available, but will be determined
having regard to a number of factors, including having
binding and bona fide offers which, in the reasonable
opinion of the Joint Lead Managers will, if accepted,
result in all New Shares offered in the Retail Bookbuild
being sold.
It is expected that the Premium (if any) will be paid
to you (net of any applicable withholding tax) on or
about Monday, 9 October 2023 and will be paid to your
nominated bank account as noted in EROAD’s share
register.
IF YOU ARE AN INSTITUTIONAL
SHAREHOLDER
The Joint Lead Managers will contact Institutional
Shareholders to inform them of the terms and
conditions of participation in the Institutional Offer
and seek confirmation of their Entitlements under the
Entitlement Offer.
The Joint Lead Managers will determine the
Shareholders who will be treated as Institutional
Shareholders for the purpose of determining the
Shareholders to whom an offer of Entitlements and
New Shares will be made under the Institutional Offer.
In exercising their discretion, the Joint Lead Managers
may have regard to a number of matters, including
legal and regulatory requirements and logistical
and registry constraints. EROAD and the Joint Lead
Managers will agree on which Shareholders will be
treated as Ineligible Institutional Shareholders.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
13
WHAT OPTIONS DO INELIGIBLE
SHAREHOLDERS HAVE?
Ineligible Shareholders are unable to participate
in the Entitlement Offer and cannot take up their
Entitlements. New Shares attributable to the
Entitlements that Ineligible Retail Shareholders would
have received if they were Eligible Retail Shareholders
will be sold in the Retail Bookbuild and Ineligible
Retail Shareholders will receive the Premium (if any)
in respect of the New Shares attributable to the
Entitlements they would have received if they were
Eligible Retail Shareholders. There is no guarantee
that there will be any Premium achieved in the Retail
Bookbuild, and any Premium achieved in the Retail
Bookbuild may differ from any Premium achieved in
the Institutional Bookbuild.
New Shares attributable to the Entitlements that
Ineligible Institutional Shareholders would have
received if they were Eligible Institutional Shareholders
will be sold in the Institutional Bookbuild and Ineligible
Institutional Shareholders will receive the Premium
(if any) in respect of the New Shares attributable to
the Entitlements they would have received if they
were Eligible Institutional Shareholders. There is no
guarantee that there will be any Premium achieved in
the Institutional Bookbuild, and any Premium achieved
in the Institutional Bookbuild may differ from any
Premium achieved in the Retail Bookbuild.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
14
DETAILS OF THE EQUITY RAISE
PART 5
THE ENTITLEMENT OFFER
The Entitlement Offer is an offer of New Shares to
Eligible Shareholders under a pro rata accelerated
renounceable entitlement offer. Under the Entitlement
Offer, Eligible Shareholders are entitled to subscribe
for 1 New Share for every 2.06 Existing Shares held
at 7.00pm (NZST) or 5.00pm (AEST) on the Record
Date. The New Shares will be the same class as, and
will rank equally with, Existing Shares which are
quoted on the NZX Main Board and ASX. It is a term
of the Entitlement Offer that EROAD will take any
necessary steps to ensure that the New Shares are,
immediately after issue, quoted on the NZX Main
Board and ASX.
If you are an Eligible Shareholder, you may take up
all or some of your Entitlement or do nothing with
all or some of your Entitlement. If you are an Eligible
Shareholder and you do not take up all of your
Entitlement, your current shareholding will be diluted
as a result of the issue of New Shares.
In conjunction with the Entitlement Offer, EROAD will
be conducting the Institutional Placement whereby,
in addition to the Entitlement Offer, 16,571,429 New
Shares will be offered to eligible Institutional Investors
(which may include Eligible Institutional Shareholders)
to raise approximately NZ$11.6 million (before costs).
The price per New Share issued under the Institutional
Placement will be issued at the Issue Price. New
Shares issued to participants in the Institutional
Placement will not be eligible to participate in the
Entitlement Offer.
In aggregate, EROAD expects to raise a total of
approximately NZ$50 million through the Equity Raise
(before costs), issuing an anticipated 71,493,538 New
Shares (subject to rounding). Both the Entitlement
Offer and the Institutional Placement are fully
underwritten by the Underwriters.
By receiving this Offer Document, you represent and
warrant that:
• You are an Eligible Shareholder;
• You understand that (i) neither the Entitlements
nor the New Shares have been, or will be,
registered under the US Securities Act or the
securities laws of any state or other jurisdiction
of the United States, and (ii) the Entitlements
and the New Shares may not be offered or sold,
directly or indirectly, to the United States, except
in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act
and the applicable securities laws of any state or
other jurisdiction of the United States; and
• You have not sent, and will not send, this Offer
Document to any person in the United States or
elsewhere outside Australia and New Zealand
except nominees and custodians may send
this Offer Document to beneficial shareholders
outside the United States who are Institutional
Investors.
ISSUE PRICE
The Issue Price is NZ$0.70 (or the A$ Price) per New
Share.
The A$ Price will be the Australian dollar equivalent of
NZ$0.70 determined using the NZ$:A$ exchange rate
published by the Reserve Bank of New Zealand on its
website at 3.00pm (NZST) on Friday, 8 September
2023. The A$ Price will be announced by EROAD on
Monday, 11 September 2023.
The Issue Price must be paid in full on application.
Payment of the Issue Price for the Retail Offer must
be made in accordance with the online application
process.
Any New Shares allotted to you will be allotted on the
same branch register as your Existing Shares are held
on the Record Date.
EROAD may accept late applications and application
monies, either generally or in particular cases, but
it has no obligation to do so. EROAD may accept or
reject (at its discretion) any online application which it
considers is not completed correctly, and may correct
any errors or omissions in the online application.
An application may not be withdrawn without
EROAD’s prior consent once submitted.
Application monies received will be held in a trust
account with the Registrar until the corresponding
New Shares are allotted or the application monies are
refunded. Interest earned on the application monies
will be for the benefit, and remain the property, of
EROAD and will be retained by EROAD whether or
not the issue of New Shares takes place. Any refunds
of application monies (without interest) will be made
within 10 Business Days of allotment (or the date that
the decision not to accept an application is made, as
the case may be).
WITHDRAWAL
Subject to EROAD’s compliance with all applicable
laws, EROAD reserves the right to withdraw the
Entitlement Offer at any time at its absolute
discretion. If any application is not accepted, all
applicable application monies will be refunded,
without interest, to the relevant Shareholder.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
15
PURPOSE OF THE EQUITY RAISE
EROAD intends that the proceeds raised from the
Equity Raise will be used to provide funding flexibility,
strengthen the balance sheet and allow EROAD
to accelerate its North America growth strategy
and continue its objective of maximising long term
shareholder value.
THE INSTITUTIONAL PLACEMENT
Overview of the Institutional Placement
In conjunction with the Entitlement Offer, EROAD will
be conducting the Institutional Placement whereby,
in addition to the Entitlement Offer, 16,571,429
New Shares will be offered to selected Institutional
Investors (which may include Eligible Institutional
Shareholders) and other invited participants at the
discretion of the Company to raise approximately
NZ$11.6 million (before costs). The price per New
Share issued under the Institutional Placement will
be the Issue Price. New Shares issued to participants
in the Institutional Placement will not be eligible to
participate in the Retail Offer.
THE INSTITUTIONAL OFFER
Overview of the Institutional Offer
EROAD is offering Eligible Institutional Shareholders
the opportunity to subscribe for 1 New Share for every
2.06 Existing Shares held as at 7.00pm (NZST) or
5.00pm (AEST) on the Record Date, at an Issue Price
of NZ$0.70 (or the A$ Price) per New Share. This
ratio and the Issue Price are the same as for the Retail
Offer. Eligible Institutional Shareholders may take up
all, part or none of their Entitlements.
Entitlements will not be quoted and cannot be
traded on the NZX Main Board or ASX or privately
transferred. Ineligible Institutional Shareholders and
Eligible Institutional Shareholders who have not taken
up their full Entitlement may receive some value in
respect of their Unexercised Institutional Entitlements
if a Premium is achieved under the Institutional
Bookbuild. There is no guarantee that any Premium
will be achieved, and any Premium achieved in the
Institutional Bookbuild may be different from any
Premium achieved in the Retail Bookbuild.
Eligibility under the Institutional Offer
The Institutional Offer is only open to Eligible
Institutional Shareholders. EROAD and the Joint Lead
Managers will determine (in their sole discretion)
the Shareholders who will be treated as Eligible
Institutional Shareholders for the purpose of
determining the Shareholders to whom an offer of
New Shares will be made under the Institutional Offer.
In exercising their discretion, the Joint Lead Managers
may have regard to a number of matters, including
legal and regulatory requirements and logistical
and registry constraints. EROAD and the Joint Lead
Managers will agree on which Shareholders will be
treated as Ineligible Institutional Shareholders.
If you sell any Shares (and that sale settles) prior to
7.00pm (NZST) or 5.00pm (AEST) on the Record
Date, then the Entitlements attributable to those
Shares will accrue to the holder of those Shares as
at 7.00pm (NZST) or 5.00pm (AEST) on the Record
Date. If you have acquired Shares (and that sale
settles) after the Record Date, you will not receive any
Entitlements in relation to those Shares.
EROAD reserves the right to reject any application
for New Shares under the Institutional Offer that it
considers comes from a person who is not an Eligible
Institutional Shareholder.
Acceptance of Entitlement under the Institutional
Offer
The Joint Lead Managers will seek to contact Eligible
Institutional Shareholders to inform them of the terms
and conditions of participation in the Institutional
Offer and seek confirmation of their Entitlements
under the Institutional Offer. Applications for New
Shares by Eligible Institutional Shareholders can only
be made in accordance with the process conducted
by the Joint Lead Managers.
Entitlements are not rounded up to a minimum
holding. The number of New Shares to which an
Eligible Institutional Shareholder is entitled under
its Entitlement will, in the case of fractions of New
Shares, be rounded down to the nearest whole
number. Applications in excess of an Eligible
Institutional Shareholder’s Entitlement will not be
accepted.
The Institutional Bookbuild
New Shares that are attributable to Unexercised
Institutional Entitlements will be offered under the
Institutional Bookbuild to Institutional Investors
(which may include Eligible Institutional Shareholders
whether or not they took up their full Entitlement
under the Institutional Offer).

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
16
DETAILS OF THE EQUITY RAISE CONTINUED
PART 5
The Institutional Bookbuild is expected to take place
on Friday, 8 September 2023. The Clearing Price
under the Institutional Bookbuild will be equal to or
above the Issue Price.
The proceeds from each New Share issued under the
Institutional Bookbuild (if any) will be paid as follows:
• EROAD will receive the Issue Price for all New
Shares issued under the Institutional Bookbuild;
and
• any Premium achieved in the Institutional
Bookbuild will be paid to:
a) each Eligible Institutional Shareholder who
did not take up their Entitlement in full (with
respect to the part of the Entitlement they
did not take up only); and
b) each Ineligible Institutional Shareholder (who
will be deemed to hold the Entitlement they
would have received if they were an Eligible
Institutional Shareholder for the purpose of
calculating the amount of any such Premium
payable to them),
in proportion to their holdings of Unexercised
Institutional Entitlements.
Allocations of New Shares under the Institutional
Bookbuild will be determined by EROAD and the
Joint Lead Managers.
Settlement of the Institutional Offer and the
Institutional Bookbuild
Settlement of the Institutional Offer and the
Institutional Bookbuild will occur on the Institutional
Settlement Date in accordance with arrangements
advised by the Joint Lead Managers. Each investor
remains responsible for ensuring its own compliance
with the Takeovers Code and other applicable law.
NZ RegCo has granted EROAD a waiver from Listing
Rule 4.19.1 in respect of the Entitlement Offer and
Institutional Placement, to the extent that it would
require allotment of New Shares to Volaris to occur
within 10 Business Days from the close of the
Institutional Offer and the Institutional Placement.
This is subject to the condition that to the extent
allotment of New Shares to Volaris cannot occur
on the Institutional Settlement Date without Volaris
breaching the Takeovers Code, the allotment of New
Shares to Volaris occurs on the Retail Settlement
Date. In addition to disclosure of this waiver in this
Offer Document, it is also a condition that this waiver
is disclosed in EROAD’s annual report for the 2024
financial year. The purpose of the waiver is to allow
Volaris to take up its Entitlements in full or participate
in the Institutional Placement, should it wish to do so,
without breaching the Takeovers Code at the earlier
Institutional Settlement Date where such breach
would be cured on the Retail Settlement Date.
THE RETAIL OFFER
Overview of the Retail Offer
EROAD is offering Eligible Retail Shareholders the
opportunity to subscribe for 1 New Share for every
2.06 Existing Shares held as at 7.00pm (NZST) or
5.00pm (AEST) on the Record Date, at an Issue
Price of NZ$0.70 (or the A$ Price) per New Share.
This ratio and the Issue Price are the same as for the
Institutional Offer. Eligible Retail Shareholders may
take up all, part or none of their Entitlements.
The Retail Offer opens on Tuesday, 12 September
2023 and closes at 7.00pm (NZST) or 5.00pm (AEST)
on Thursday, 21 September 2023 (subject to EROAD’s
right to modify these dates or times).
Entitlements will not be quoted and cannot be
traded on the NZX Main Board or ASX or privately
transferred. Ineligible Retail Shareholders and Eligible
Retail Shareholders who have not taken up their full
Entitlement may receive some value in respect of
their Unexercised Retail Entitlements if a Premium
is achieved under the Retail Bookbuild. There is
no guarantee that any Premium will be achieved,
and any Premium achieved in the Retail Bookbuild
may be different from any Premium achieved in the
Institutional Bookbuild.
Eligibility under the Retail Offer
The Retail Offer is only open to Eligible Retail
Shareholders.
The Retail Offer does not constitute an offer to any
person who is not an Eligible Retail Shareholder
(including any Institutional Shareholder or an
Ineligible Retail Shareholder). Any person allocated
New Shares under the Institutional Offer, Institutional
Bookbuild or Institutional Placement does not have
any entitlement to participate in the Retail Offer in
respect of those New Shares.
EROAD reserves the right to reject any application for
New Shares under the Retail Offer that it considers
comes from a person who is not an Eligible Retail
Shareholder.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
17
Acceptance of Entitlement under the Retail Offer
Applications for New Shares by Eligible Retail
Shareholders can only be made via an online
application at www.shareoffer.co.nz/EROAD.
Entitlements are not rounded up to a minimum
holding. The number of New Shares to which an
Eligible Retail Shareholder is entitled under its
Entitlement will, in the case of fractions of New
Shares, be rounded down to the nearest whole
number.
Eligible Retail Shareholders are not obliged to
subscribe for any or all of the New Shares to which
they are entitled under the Retail Offer. They may take
up some or all of their Entitlement or allow some or all
of their Entitlement to lapse.
Any person outside New Zealand or Australia who
takes up an Entitlement in the Retail Offer (and
therefore applies for New Shares) through a New
Zealand or Australian resident nominee, and their
nominee, will be deemed to have represented and
warranted to EROAD that the Entitlement Offer can
be lawfully made to their nominee pursuant to this
Offer Document. None of EROAD, the Joint Lead
Managers, the Underwriters, the Registrar or any of
their respective directors, officers, employees, agents,
or advisers accept any liability or responsibility to
determine whether a person is eligible to participate
in the Entitlement Offer.
The Retail Bookbuild
New Shares that are attributable to Unexercised
Retail Entitlements will be offered under the Retail
Bookbuild to Institutional Investors (which may
include Eligible Institutional Shareholders whether
or not they take up their full Entitlements under the
Institutional Offer).
The Retail Bookbuild is expected to take place on
Tuesday, 26 September 2023. The Clearing Price
under the Retail Bookbuild will be equal to or above
the Issue Price.
The proceeds from each New Share issued under the
Retail Bookbuild (if any) will be paid as follows:
• EROAD will receive the Issue Price for all New
Shares issued under the Retail Bookbuild; and
• any Premium achieved in the Retail Bookbuild will
be paid to:
a) each Eligible Retail Shareholder who did not
take up their Entitlement in full (with respect
to the part of the Entitlement they did not
take up only); and
b) each Ineligible Retail Shareholder (who
will be deemed to hold the Entitlement
they would have received if they were an
Eligible Retail Shareholder for the purpose of
calculating the amount of any such Premium
payable to them),
in proportion to their holdings of Unexercised
Retail Entitlements.
Allocations and any necessary scaling of New Shares
under the Retail Bookbuild will be determined by
EROAD and the Joint Lead Managers.
Institutional Investors may participate in the Retail
Bookbuild by contacting the Joint Lead Managers
who will provide details as to the process to be
undertaken in relation to the Retail Bookbuild.
Payment of Premium
Any Premium will be paid (net of any applicable
withholding tax) in either New Zealand dollars or, for
those Shareholders with a nominated bank account
in Australian dollars or who have a registered address
in Australia and do not have a New Zealand bank
account, at the prevailing A$:NZ$ exchange rate, to
their nominated bank account as noted in EROAD’s
share register. That exchange rate may be different
from the exchange rate used to set the A$ Price.
No interest will be paid in respect of any Premium
payable.
NOMINEES
If you hold Existing Shares as nominee for more than
one person, then you may (depending on the nature
of each such person) be an Eligible Institutional
Shareholder, Ineligible Institutional Shareholder,
Eligible Retail Shareholder or Ineligible Retail
Shareholder with regard to the Entitlement of each
such person.
Notice to nominees and custodians
The Retail Offer is being made to all Eligible Retail
Shareholders. Nominees and custodians with
registered addresses in the eligible jurisdictions,
irrespective of whether they participated under the
Institutional Offer, may also be able to participate
in the Retail Offer in respect of some or all of the
beneficiaries on whose behalf they hold Existing
Shares, provided that the applicable beneficiary would
satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as
nominees or custodians will receive a letter from
EROAD. Nominees and custodians should consider
carefully the contents of that letter and note in
particular that the Retail Offer is not available to, and

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
18
DETAILS OF THE EQUITY RAISE CONTINUED
PART 5
they must not purport to accept the Retail Offer in
respect of:
• beneficiaries on whose behalf they hold Existing
Shares who would not satisfy the criteria for an
Eligible Retail Shareholder;
• Eligible Institutional Shareholders who received
an offer to participate in the Institutional Offer
(whether they accepted their Entitlement or not);
• Ineligible Institutional Shareholders who were
ineligible to participate in the Institutional Offer;
or
• Shareholders who are not eligible under all
applicable securities laws to receive an offer
under the Retail Offer.
In particular, persons acting as nominees for other
persons may not take up Entitlements on behalf of,
or send any documents relating to the Retail Offer to,
any person in the United States. Persons in the United
States and persons acting for the account or benefit
of persons in the United States will not be able to
exercise Entitlements under the Retail Offer.
EROAD is not required to determine whether or not
any registered holder is acting as a nominee or the
identity or residence of any beneficial owners of
Shares or Entitlements. Where any holder is acting as
a nominee for a foreign person, that holder, in dealing
with its beneficiary will need to assess whether
indirect participation by the beneficiary in the Retail
Offer is compatible with applicable foreign laws,
including that any beneficial owner of Shares outside
Australia and New Zealand is an Institutional Investor
(excluding the United States).
OVERSEAS SHAREHOLDERS
The Entitlement Offer is only open to Eligible
Shareholders and persons that EROAD is satisfied
can otherwise participate in the Entitlement Offer
in compliance with all applicable laws. EROAD has
determined that it is unreasonable to extend the
Retail Offer to Ineligible Retail Shareholders and
the Institutional Offer to Ineligible Institutional
Shareholders because of the small number of such
Shareholders, the number and value of Shares
that they hold and the cost of complying with the
applicable regulations in jurisdictions outside New
Zealand or Australia.
This Offer Document is only being sent by EROAD to
Eligible Shareholders. The distribution of this Offer
Document (including an electronic copy) outside
New Zealand or Australia may be restricted by law.
Any failure to comply with such restrictions may
contravene applicable securities law. EROAD disclaims
all liability to such persons.
Nominees and custodians may not distribute any
part of this Offer Document, and may not permit
any beneficial shareholder to participate in the
Entitlement Offer who is located, in the United States
or any other country outside New Zealand or Australia
except to Institutional Investors as contemplated
below.
Australia
This Offer Document, the Institutional Placement,
Institutional Offer and Bookbuilds are only made
available in Australia to persons to whom an offer of
securities can be made without disclosure under Part
6D.2 of the Corporations Act including in accordance
with applicable exemptions in sections 708(8)
(sophisticated investors) and 708(11) (professional
investors) of the Corporations Act. The Retail Offer is
also being made to Australian resident Shareholders
without a prospectus in accordance with section
708AA of the Corporations Act (as modified by ASIC
Instrument 2016/84 and ASIC Instrument 20-0854).
This Offer Document is not a prospectus, product
disclosure statement or any other form of disclosure
document regulated by the Corporations Act and
has not been and will not be lodged with ASIC.
Accordingly, this Offer Document may not contain all
information which a prospective investor may require
to make a decision whether to subscribe for New
Shares and it does not contain all of the information
which would otherwise be required by Australian law
to be disclosed in a prospectus, product disclosure
statement or other disclosure document. Neither ASIC
nor ASX takes any responsibility for the contents of
this Offer Document.
Germany
This Offer Document has not been, and will not
be, registered with or approved by any securities
regulator in Germany or elsewhere in the European
Union. Accordingly, this Offer Document may not
be made available, nor may the Entitlements or the
New Shares be offered for sale, in Germany except
in circumstances that do not require a prospectus
under Article 1(4) of Regulation (EU) 2017/1129 of the
European Parliament and the Council of the European
Union (the “Prospectus Regulation”).
In accordance with Article 1(4)(a) of the Prospectus
Regulation, an offer of Entitlements and New Shares
in Germany is limited to persons who are “qualified
investors” (as defined in Article 2(e) of the Prospectus
Regulation).

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
19
Hong Kong
WARNING: This Offer Document has not been,
and will not be, registered as a prospectus under
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong, nor
has it been authorised by the Securities and Futures
Commission in Hong Kong pursuant to the Securities
and Futures Ordinance (Cap. 571) of the Laws of Hong
Kong (the “SFO”). Accordingly, this Offer Document
may not be distributed, and the Entitlements and the
New Shares may not be offered or sold, in Hong Kong
other than to “professional investors” (as defined in
the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to
the Entitlements and the New Shares has been or will
be issued, or has been or will be in the possession of
any person for the purpose of issue, in Hong Kong
or elsewhere that is directed at, or the contents of
which are likely to be accessed or read by, the public
of Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with
respect to Entitlements and the New Shares that are
or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors.
No person allotted Entitlements or New Shares may
sell, or offer to sell, such securities in circumstances
that amount to an offer to the public in Hong Kong
within six months following the date of issue of such
securities.
The contents of this Offer Document have not been
reviewed by any Hong Kong regulatory authority.
You are advised to exercise caution in relation to the
offer. If you are in doubt about any contents of this
Offer Document, you should obtain independent
professional advice.
Singapore
This Offer Document and any other materials relating
to the Entitlements and the New Shares have not
been, and will not be, lodged or registered as a
prospectus in Singapore with the Monetary Authority
of Singapore. Accordingly, this Offer Document
and any other document or materials in connection
with the offer or sale, or invitation for subscription
or purchase, of Entitlements and New Shares, may
not be issued, circulated or distributed, nor may the
Entitlements and New Shares be offered or sold, or be
made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in
Singapore except pursuant to and in accordance with
exemptions in Subdivision (4) Division 1, Part 13 of
the Securities and Futures Act 2001 of Singapore (the
“SFA”) or another exemption under the SFA.
This Offer Document has been given to you on the
basis that you are an “institutional investor” or an
“accredited investor” (as such terms are defined in
the SFA). If you are not such an investor, please return
this document immediately. You may not forward or
circulate this Offer Document to any other person in
Singapore.
Any offer is not made to you with a view to the
Entitlements or the New Shares being subsequently
offered for sale to any other party in Singapore.
On-sale restrictions in Singapore may be applicable
to investors who acquire such securities. As such,
investors are advised to acquaint themselves with
the SFA provisions relating to resale restrictions in
Singapore and comply accordingly.
United Kingdom
Neither this Offer Document nor any other document
relating to the offer has been delivered for approval
to the Financial Conduct Authority in the United
Kingdom and no prospectus (within the meaning of
section 85 of the Financial Services and Markets Act
2000, as amended (“FSMA”)) has been published
or is intended to be published in respect of the
Entitlements or the New Shares.
These securities may not be offered or sold in the
United Kingdom by means of this Offer Document
or any other document, except in circumstances that
do not require the publication of a prospectus under
section 86(1) of the FSMA. This Offer Document is
issued on a confidential basis in the United Kingdom
to “qualified investors” within the meaning of Article
2(e) of the UK Prospectus Regulation. This Offer
Document may not be distributed or reproduced, in
whole or in part, nor may its contents be disclosed by
recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in
investment activity (within the meaning of section
21 of the FSMA) received in connection with the
issue or sale of the Entitlements or the New Shares
has only been communicated or caused to be
communicated and will only be communicated or
caused to be communicated in the United Kingdom
in circumstances in which section 21(1) of the FSMA
does not apply to the Company.
In the United Kingdom, this Offer Document is being
distributed only to, and is directed at, persons (i) who
have professional experience in matters relating to
investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets
Act 2000 (Financial Promotions) Order 2005
(“FPO”), (ii) who fall within the categories of persons
referred to in Article 49(2)(a) to (d) (high net worth

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
20
companies, unincorporated associations, etc.) of the
FPO or (iii) to whom it may otherwise be lawfully
communicated (“relevant persons”). The investment
to which this Offer Document relates is available only
to relevant persons. Any person who is not a relevant
person should not act or rely on this Offer Document.
UNDERWRITING AGREEMENT
EROAD has requested the Underwriters to underwrite
the Equity Raise and the Underwriters have agreed to
do so. This means that the Underwriters will subscribe
at the Issue Price for any New Shares that are not
subscribed for by Institutional Investors under the
Institutional Placement or by Eligible Shareholders
under the Entitlement Offer in accordance with the
terms of the Underwriting Agreement.
The Underwriting Agreement contains customary
indemnities, termination rights and other obligations
in favour of the Underwriters. The Underwriters will
be paid an agreed fee for their services in connection
with underwriting the Equity Raise.
TERMS AND RANKING OF NEW SHARES
New Shares will rank equally with, and have the same
voting rights, dividend rights and other entitlements
as, Existing Shares. Entitlements will not be quoted.
It is a term of the Entitlement Offer that EROAD will
take any necessary steps to ensure that the New
Shares are, immediately after issue, quoted on the
NZX Main Board and ASX.
As provided in EROAD’s formal dividend policy,
which is available at www.eroadglobal.com/global/
investors/, there is no current intention to pay
dividends as the directors expect that surplus funds
will be retained in order to capitalise on immediate
and future market growth opportunities.
QUOTATION AND TRADING
NZX
The New Shares have been accepted for quotation by
NZX and will be quoted on the NZX Main Board upon
completion of allotment procedures. The NZX Main
Board is a licensed market under the FMCA. However,
NZX accepts no responsibility for any statement in
this Offer Document. It is expected that trading on the
NZX Main Board of the New Shares issued under:
• the Institutional Placement, Institutional Offer and
Institutional Bookbuild will commence on Monday,
18 September 2023; and
• the Retail Offer and Retail Bookbuild will
commence on Monday, 2 October 2023.
ASX
An application has or will be made to ASX for
quotation of the New Shares issued under the Equity
Raise and EROAD expects that the New Shares will
be quoted upon completion of allotment procedures.
It is expected that trading on ASX of the New Shares
issued under:
• the Institutional Placement, Institutional Offer and
Institutional Bookbuild will commence on Monday,
18 September 2023; and
• the Retail Offer and Retail Bookbuild will
commence on Tuesday, 3 October 2023.
ASX accepts no responsibility for any statement in
this Offer Document. The fact that ASX may approve
the New Shares for quotation is not to be taken in any
way as an indication of the merits of EROAD.
Holding statements for New Shares allotted under
the Entitlement Offer will be despatched as soon
as practicable after allotment. Applicants under the
Entitlement Offer should ascertain their allocation
before trading in the New Shares. Applicants can do
so by contacting the Registrar, whose contact details
are set out in the Directory. Applicants selling New
Shares prior to receiving a holding statement do so
at their own risk. No person accepts any liability or
responsibility should any person attempt to sell or
otherwise deal with New Shares before the holding
statement showing the number of New Shares allotted
to an applicant is received by the applicant for those
New Shares.
DETAILS OF THE EQUITY RAISE CONTINUED
PART 5

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
21
GLOSSARY
PART 6
TermDefinition
A$Australian dollars, being the lawful currency of Australia.
A$ PriceThe Australian dollar equivalent of the Issue Price (as expressed in New
Zealand dollars), calculated in accordance with the terms of this Offer
Document.
AESTAustralian Eastern Standard Time.
Allotment DateIn respect of the:
a) Institutional Offer and Institutional Bookbuild, Monday, 18 September
2023; and
b) Retail Offer and Retail Bookbuild, Monday, 2 October 2023.
ASICThe Australian Securities and Investments Commission.
ASXASX Limited or the market it operates (as the context requires).
ASX Listing RulesThe official listing rules of ASX.
BookbuildThe Institutional Bookbuild or the Retail Bookbuild.
Business DayHas the meaning giving to that term in the NZX Listing Rules.
Corporations ActThe Australian Corporations Act 2001 (Cth).
Clearing PriceThe price determined:
a) in respect of the Institutional Bookbuild, through the Institutional
Bookbuild process; and
b) in respect of the Retail Bookbuild, through the Retail Bookbuild process,
which may be equal to or above the Issue Price.
Eligible Institutional ShareholderA person who:
a) as at 7.00pm (NZST) or 5.00pm (AEST) on the Record Date, was
recorded in EROAD’s share register as being a Shareholder; and
b) is an Institutional Investor (or the nominee of an Institutional Investor)
and is invited to participate in the Institutional Offer,
and who is not in the United States and not acting for the account or benefit
of a person in the United States.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
22
GLOSSARY CONTINUED
PART 6
Eligible Retail ShareholderA person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record Date,
was recorded in EROAD’s share register as being a Shareholder and:
a) whose address is shown in EROAD’s share register as being in New
Zealand or Australia; or
b) who EROAD considers, in its discretion, may be treated as an Eligible
Retail Shareholder,
and who is not in the United States and not acting for the account or benefit
of a person in the United States and is not an Institutional Shareholder.
Eligible ShareholderAn Eligible Retail Shareholder or an Eligible Institutional Shareholder.
EntitlementA right to subscribe for 1 New Share for every 2.06 Existing Shares held at
7.00pm (NZST) or 5.00pm (AEST) on the Record Date at the Issue Price,
issued pursuant to the Entitlement Offer.
Entitlement OfferThe accelerated renounceable entitlement offer of New Shares detailed in
this Offer Document, comprising the Institutional Offer, the Institutional
Bookbuild, the Retail Offer and the Retail Bookbuild.
Equity RaiseThe Institutional Placement together with the Entitlement Offer.
Existing ShareA Share on issue on the Record Date.
EROADEROAD Limited (company number 1036814).
FMCAThe Financial Markets Conduct Act 2013.
Ineligible Institutional
Shareholder
A person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record Date,
was recorded in EROAD’s share register as being a Shareholder who is not an
Institutional Investor but, if the Shareholder’s address was shown in EROAD’s
share register as being in New Zealand, Australia, Hong Kong, Singapore,
the United Kingdom or Germany, would in the opinion of EROAD be an
Institutional Investor.
Ineligible Retail ShareholderA Shareholder who is not an Institutional Shareholder or an Eligible Retail
Shareholder.
Ineligible ShareholderShareholders other than Eligible Shareholders.
Institutional BookbuildThe Bookbuild process conducted by the Joint Lead Managers under which
New Shares attributable to Unexercised Institutional Entitlements are
offered to Institutional Investors (which may include Eligible Institutional
Shareholders, whether or not they took up their full Entitlement under the
Institutional Offer and brokers/NZX firms acting on behalf of retail clients).

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
23
Institutional InvestorA person who is:
a) in New Zealand and who is a “wholesale investor” as defined in the
FMCA;
b) in Australia, who the Company considers is a person to whom an offer
of Shares may lawfully be made without a formal disclosure document
under Part 6D.2 of the Corporations Act (as modified by any applicable
regulatory instrument), including in accordance with applicable
exemptions in sections 708(8) (sophisticated investors) or 708(11)
(professional investors) of the Corporations Act;
c) in Hong Kong, that is a "professional investor" as defined under the
Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws
of Hong Kong;
d) in Singapore, that is an “institutional investor” or an “accredited investor”
as defined in the Securities and Futures Act 2001 of Singapore;
e) in the United Kingdom, who is a (i) "qualified investor" within the
meaning of Article 2(e) of the UK Prospectus Regulation and (ii) within
the categories of persons referred to in Article 19(5) (investment
professionals) or Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc) of the United Kingdom Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended;
f) in Germany, who is a "qualified investor" (as defined in Article 2(e) of the
Regulation (EU) 2017/1129 of the European Parliament and the Council of
the European Union);
g) in the United States, who the Company and the Underwriters reasonably
consider to be:
(i) a “qualified institutional buyer” within the meaning of Rule 144A
under the US Securities Act; or
(ii) dealers or other professional fiduciaries incorporated in the United
States that are acting for a discretionary or similar account (other
than an estate or trust) held for the benefit or account of persons
that are not US persons for which they have and are exercising
investment discretion, within the meaning of Rule 902(k)(2)(i) under
the US Securities Act, in reliance on Regulation S under the US
Securities Act; or
h) outside of the above jurisdictions, and who is an institutional or
professional investor to whom the Company, based upon advice from
counsel, is satisfied offers and sales of the Shares may lawfully be
made without any lodgement, registration or approval with or by a
governmental authority (other than one with which the Company, at its
absolute discretion, is willing to comply).
Institutional OfferThe offer of New Shares to Eligible Institutional Shareholders.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
24
GLOSSARY CONTINUED
PART 6
Institutional PlacementThe offer of 16,571,429 New Shares at the Issue Price (subject to rounding) to
eligible Institutional Investors (which may include Institutional Shareholders
and brokers/NZX Firms acting on behalf of retail clients) and other invited
participants at the discretion of the Company.
Institutional Settlement DateThe date of settlement of New Shares under the Institutional Offer, expected
to be Monday, 18 September 2023 on NZX.
Institutional ShareholderEligible Institutional Shareholders and Ineligible Institutional Shareholders.
Issue PriceNZ$0.70 (or the A$ Price) per New Share.
Joint Lead ManagersGoldman Sachs New Zealand Limited and Canaccord Genuity (Australia)
Limited.
New ShareA Share in EROAD offered under the Entitlement Offer or the Institutional
Placement of the same class as, and ranking equally in all respects with,
EROAD’s quoted Shares at the Allotment Date.
NZDTNew Zealand Daylight Time.
NZSTNew Zealand Standard Time.
NZXNZX Limited.
NZX Main BoardThe main board equity security market operated by NZX.
NZX Listing RulesThe listing rules of NZX in relation to the NZX Main Board in force from time
to time, read subject to any applicable rulings or waivers.
NZX Primary Market ParticipantAny company, firm, organisation, or corporation designated or approved as a
primary market participant from time to time by NZX.
Offer DocumentThis document.
PremiumThe amount per New Share, if any, by which the Clearing Price in the Retail
Bookbuild or the Institutional Bookbuild (as applicable) exceeds the Issue
Price.
Record DateFriday, 8 September 2023
RegistrarComputershare Investor Services Limited.

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
25
Retail BookbuildThe Bookbuild process conducted by the Joint Lead Managers under which
New Shares attributable to Unexercised Retail Entitlements are offered to
Institutional Investors (which may include Eligible Institutional Shareholders
whether or not they took up their full Entitlement under the Institutional Offer
and brokers/NZX Firms acting on behalf of retail clients).
Retail OfferThe offer of New Shares to Eligible Retail Shareholders.
ShareA fully paid ordinary share in EROAD.
ShareholderA registered holder of Shares.
Takeovers CodeThe Takeovers Code set out in the schedule to the Takeovers Regulations
2000.
UnderwritersGoldman Sachs New Zealand Limited and Canaccord Genuity (Australia)
Limited.
Unexercised Institutional
Entitlements
Entitlements that are not taken up by Eligible Institutional Shareholders
under the Institutional Offer together with the Entitlements that Ineligible
Institutional Shareholders would have received if they were Eligible
Institutional Shareholders.
Unexercised Retail EntitlementsEntitlements that are not taken up by Eligible Retail Shareholders under the
Retail Offer together with the Entitlements that Ineligible Retail Shareholders
would have received if they were Eligible Retail Shareholders.
US Securities ActThe US Securities Act of 1933, as amended.
VolarisBrillian APAC Pty Ltd, part of the Volaris group and a wholly owned
subsidiary of Constellation Software Inc.
NOTE:
• All references to time are to New Zealand time unless stated or defined otherwise.
• All references to currency are to New Zealand dollars unless stated or defined otherwise.
• All references to legislation are references to New Zealand legislation unless stated or defined otherwise.
• This Offer Document, the Entitlement Offer and any contract resulting from it are governed by the laws of
New Zealand, and each applicant submits to the exclusive jurisdiction of the courts of New Zealand.

PAGE 5
EROAD ENTITLEMENT OFFER
26
ISSUER
EROAD Limited
260 Oteha Valley Road
Albany
Auckland 0632
New Zealand
www.eroad.co.nz
For investor relations queries contact:
investors@EROAD.com
LEGAL ADVISORS
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
JOINT LEAD MANAGERS AND
UNDERWRITERS
Goldman Sachs New Zealand Limited
Level 38, Vero Centre
48 Shortland Street
Auckland, 1010
New Zealand
Canaccord Genuity (Australia) Limited
Level 42, 101 Collins Street
Melbourne
VIC 3000
Australia
If you have any queries about your Entitlement, or
how to apply online, please contact the Registrar at:
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Telephone (NZ): 0800 650 034
Telephone (AU): +64 9 488 8793
Email: EROAD@computershare.co.nz
www.computershare.com/nz

DIRECTORY
PART 7

PAGE 5
27

EROAD - ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
28

---

EROAD (NZX: ERD ASX: ERD)
RECAPITALISING OUR
ROADMAP FOR GROWTH:
MARKET UPDATE & EQUITY RAISE
7 September 2023

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
DISCLAIMER
Importantnotice
Thefollowingnoticeanddisclaimerappliestothispresentationandyouarethereforeadvisedtoread
thisdisclaimercarefullybeforereadingormakinganyotheruseofthispresentationoranyinformation
containedinthispresentation.Byacceptingthispresentationyourepresentandwarrantthatyouare
entitledtoreceivethepresentationinaccordancewiththerestrictionssetoutbelowandagreetobe
boundbythelimitationscontainedherein.
ThispresentationhasbeenpreparedbyEROADLimited(NZcompanynumber1036814,NZX:ERD;
ASX:ERD)(“EROAD”orthe“Company”)andisdated7September2023.Thispresentationhasbeen
preparedtoprovideinformationinrelationtotheInstitutionalPlacementandacceleratedprorata
renounceableentitlementofferofnewsharesintheCompany(the“NewShares”)underclause19of
Schedule1oftheFinancialMarketsConductAct2013(“FMCA”)andsections708Aand708AAofthe
CorporationsAct2001(Cth)(asmodifiedbyASICCorporations(Non-TraditionalRightsIssues)
Instrument2016/84andASICInstrument20-0854).
Capitalisedtermsusedinthispresentationandnototherwisedefinedinthebodyofthepresentationor
intheGlossarysectionofthispresentationhavethespecificmeaninggiventothemintheGlossaryat
thebackoftheseparateofferdocumentreleasedviaNZXandASX(the“OfferDocument”).
Informationofageneralnature
ThispresentationcontainssummaryinformationabouttheCompanyanditsactivitieswhichiscurrent
asatthedateofthispresentation.Theinformationinthispresentationisofageneralnatureanddoes
notpurporttobecompletenordoesitcontainalltheinformationwhichaprospectiveinvestormay
requireinevaluatingapossibleinvestmentintheCompanyorthatwouldberequiredinaproduct
disclosurestatement,prospectus,orotherdisclosuredocumentforthepurposesoftheFMCAorthe
CorporationsAct2001(Cth).
TheCompanyissubjecttoadisclosureobligationthatrequiresittonotifycertainmaterialinformation
toNZXLimited(“NZX”)andASXLimited(“ASX”)forthepurposeofthatinformationbeingmade
availabletoparticipantsinthemarketandthatinformationcanbefoundbyvisiting
www.nzx.com/companies/ERDandwww.asx.com.au.Thispresentationshouldbereadinconjunction
withtheCompany’sannualreport,marketreleasesandotherperiodicandcontinuousdisclosure
announcements,whichareavailableatwww.nzx.comandwww.asx.com.au.
Notanoffer
Thispresentationisnotaprospectus,productdisclosurestatementorotherofferingdocumentunder
NewZealandorAustralianlaw,oranyotherlaw(andwillnotbelodgedwiththeNewZealandRegistrar
ofFinancialServiceProviders,theAustralianSecuritiesandInvestmentsCommission(“ASIC”)orany
otherregulatorybody).Thispresentationisnotaninvitationorofferofsecuritiesforsubscription,
purchaseorsaleinanyjurisdiction.
AnydecisiontoacquireNewSharesshouldbemadeonthebasisoftheOfferDocument.AnyEligible
ShareholderwhowishestoparticipateintheoffershouldreviewtheOfferDocumentandapplyin
accordancewiththeinstructionssetoutintheOfferDocumentorasotherwisecommunicatedtothe
shareholder.ThispresentationandtheOfferDocumentdonotconstituteanoffer,advertisementor
invitationinanyplaceinwhich,ortoanypersontowhom,itwouldnotbelawfultomakesuchanoffer,
advertisementorinvitation.
Notfinancialproductadvice
Thispresentationisforinformationpurposesonlyandisnotlegal,financial,tax,financialproductadvice
orinvestmentadviceorarecommendationbytheCompany,theUnderwritersoritsadviserstoacquire
NewShares,andhasbeenpreparedwithouttakingintoaccounttheobjectives,financialsituationor
needsofprospectiveinvestors.Beforemakinganinvestmentdecision,prospectiveinvestorsshould
considertheappropriatenessoftheinformationhavingregardtotheirownobjectives,financial
situationandneedsandconsultanNZXFirm,ASXBroker,orsolicitor,accountantorotherprofessional
adviserifnecessary.
Noguarantee
Nopersonnamedinthispresentation(noranyotherperson)guaranteestheNewSharestobeissued
pursuanttothe“EquityRaise”(asdefinedonpage3ofthispresentation)orwarrantsthefuture
performanceoftheCompanyoranyreturnonanyinvestmentmadepursuanttothispresentation.
Futureperformance
Thispresentationincludescertain“forward-lookingstatements”.Theseforward-lookingstatementsare
nothistoricalfactsbutratherarebasedonEROAD’scurrentexpectations,estimates,beliefs,
assumptionsandprojectionsaboutEROAD,theindustryinwhichEROADoperates,theoutcomeand
effectsoftheEquityRaiseanduseofproceeds.Theseforward-lookingstatementsincludestatements
aboutEROAD’sexpectationsabouttheperformanceofEROAD’sbusiness,statementsaboutthefuture
performanceofEROAD,andstatementsabouttheuseofproceedsfromtheEquityRaise.Forward-
lookingstatementscangenerallybeidentifiedbytheuseofforwardlookingwordssuchas“anticipate”,
“believe”,“expect”,“project”,“forecast”,“estimate”,“likely”,“intend”,“should”,“will”,“could”,“may”,
“target”,“plan”andothersimilarexpressionswithinthemeaningofsecuritieslawsofapplicable
jurisdictions.Indicationsof,andguidanceoroutlookonfutureearnings,distributionsorfinancial
positionorperformancearealsoforward-lookingstatements.Thesestatementsarenotguaranteesof
futureperformanceandaresubjecttoknownandunknownrisks,uncertaintiesandotherfactors,many
ofwhicharebeyondthecontrolofEROAD,itsdirectorsandmanagement,aredifficulttopredictand
mayinvolvesignificantelementsofsubjectivejudgmentandassumptionsastofutureeventswhich
maynotbecorrectandcouldcauseactualresultstodiffermateriallyfromthoseexpressedinthe
forward-lookingstatements.EROADcautionsshareholdersandprospectiveshareholdersnottoplace
unduerelianceontheseforward-lookingstatements,whichreflectEROAD’sviewsonlyasofthedateof
thisrelease.Therecanbenoassurancethatactualoutcomeswillnotdiffermateriallyfromthese
forward-lookingstatements.Theforward-lookingstatementsmadeinthispresentationrelateonlyto
eventsasofthedateonwhichthestatementsaremade.EROADwillnotreleasepubliclyanyrevisions
orupdatestotheseforward-lookingstatementstoreflectevents,circumstancesorunanticipated
eventsoccurringafterthedateofthisreleaseexceptasrequiredbylaworbyanyappropriateregulatory
authority.
Pastperformance
Investorsshouldnotethatpastperformance,includingpastsharepriceperformanceofEROADisgiven
forillustrativepurposesonlyandcannotberelieduponas(andisnot)anindicatorof(andprovidesno
guidanceasto)futureEROADperformanceincludingfuturesharepriceperformance.
Accountingstandardsandadjustments
EROAD’sfinancialstatementsarepreparedinaccordancewithGenerallyAcceptedAccounting
PracticeinNewZealand(“NZGAAP”).EROAD’sfinancialstatementscomplywithNewZealand
equivalentstoInternationalReportingStandards(“NZIFRS”)forTier1entities,otherNewZealand
accountingstandards,andauthoritativenoticesthatareapplicabletoentitiesthatapplyNZIFRS.The
financialstatementsalsocomplywithInternationalFinancialReportingStandards(IFRS).
Non-GAAPFinancialMeasures
EROADhasusedNon-GAAPFinancialMeasures(asdefinedintheGlossaryofthisInvestor
Presentation)whendiscussingfinancialperformanceinthispresentation.Thedirectorsand
managementbelievethatthesemeasuresprovideusefulinformationastheyareusedinternallyto
evaluateperformanceofbusinessunits,toestablishoperationalgoalsandtoallocateresources.The
Non-GAAPFinancialMeasuresarenotpreparedinaccordancewithNZGAAPorNZIFRSanddonot
haveastandardisedmeaningprescribedbyNewZealandAccountingStandards,thereforetheNon-
GAAPFinancialMeasuresreportedinthispresentationmaynotbecomparablewiththosethatother
companiesreportandshouldnotbeviewedinisolationorconsideredasasubstituteformeasures
reportedbyEROADinaccordancewithNZIFRS.TheNon-GAAPFinancialMeasuresarenotsubjectto
auditorreviewandinvestorsarecautionednottoplaceunduerelianceonanyNon-GAAPFinancial
Measuresandratiosincludedinthispresentation.Investorscanfindareconciliationofcertainofthe
FY23Non-GAAPFinancialInformationincludedinthispresentationtoFY23GAAPfinancialinformation
onEROAD’swebsiteatwww.EROADglobal.com/global/investors.
Distributionofpresentation
Thispresentationmustnotbedistributedinanyjurisdictiontotheextentthatitsdistributioninthat
jurisdictionisrestrictedorprohibitedbylaworwouldconstituteabreachbytheCompanyofanylaw.
ThedistributionofthispresentationinotherjurisdictionsoutsideNewZealandorAustraliamaybe
restrictedbylaw,andpersonsintowhosepossessionthispresentationcomesshouldobserveanysuch
restrictions.Anyfailuretocomplywithsuchrestrictionsmaycontraveneapplicablesecuritieslaws.See
Appendixtothispresentationlabelled“InternationalOfferRestrictions”.NoneoftheCompany,any
personnamedinthispresentationoranyoftheiraffiliatesacceptorshallhaveanyliabilitytoanyperson
inrelationtothedistributionorpossessionofthispresentationfromorinanyjurisdiction.
NotfordistributionorreleaseintheUnitedStates
ThispresentationmaynotbereleasedtoU.S.wireservicesordistributedintheUnitedStates.This
presentationdoesnotconstituteanoffertosell,orthesolicitationofanoffertobuy,anysecuritiesinthe
UnitedStatesoranyotherjurisdictioninwhichsuchanofferwouldbeillegal.TheEntitlementsandthe
NewShareshavenotbeen,andwillnotbe,registeredundertheUSSecuritiesActof1933,asamended
(“theUSSecuritiesAct”),orthesecuritieslawsofanystateorotherjurisdictionoftheUnitedStates,and
maynotbeofferedorsold,directlyorindirectly,intheUnitedStatesortoanypersonactingforthe
accountorbenefitofanypersonintheUnitedStates,exceptintransactionsexemptfrom,ornotsubject
to,registrationundertheUSSecuritiesActandapplicablesecuritieslawsofanystateorother
jurisdictionoftheUnitedStates.
Currency
AllcurrencyamountsinthispresentationareinNZdollarsunlessstatedotherwise.
Disclaimer
NoneoftheUnderwritersnoranyoftheirrespectiveaffiliates,relatedbodiescorporate,directors,
officers,partners,representatives,employees,agentsoradvisersofanyofthem(“ExtendedParties”)
haveauthorised,permittedorcausedtheissue,lodgment,submission,dispatchorprovisionofthis
presentationanddonotmakeorpurporttomakeanystatementinthispresentationandthereisno
statementinthispresentationthatisbasedonanystatementbyanyofthoseparties.
TheCompany,theUnderwritersandtheirrespectiveExtendedParties,tothemaximumextent
permittedbylaw,expresslydisclaimallliabilities,includingwithoutlimitationliabilityfornegligencein
respectof,andmakenorepresentationsorwarrantiesregarding,andtakenoresponsibilityforanypart
ofthispresentationotherthanreferencetotheirname,includingfor,anyexpenses,losses,damagesor
costsincurredbyyouasaresultoftheinformationinthispresentationbeinginaccurateorincomplete
inanywayforanyreason,whetherbynegligenceorotherwise.TheCompany,theUnderwritersand
theirrespectiveExtendedParties,tothemaximumextentpermittedbylaw,makenorepresentationsor
warranties,expressorimplied,astothefairness,currency,accuracy,reliabilityorcompletenessof
information,opinionsandconclusionsinthispresentation.
EachUnderwriter,togetherwithitsaffiliates,isafullservicefinancialinstitutionengagedinvarious
activities,whichmayincludetrading,financing,financialadvisory,investmentmanagement,
investmentresearch,principalinvestment,hedging,marketmaking,brokerageandotherfinancialand
non-financialactivitiesandservicesincludingforwhichtheyhavereceivedormayreceivecustomary
feesandexpenses.TheUnderwritersareactingasthejointleadmanagersandUnderwritersofthe
InstitutionalPlacement,theInstitutionalOfferandtheRetailOffer.TheUnderwritersareactingforand
providingservicestotheCompanyinrelationtotheInstitutionalPlacementandtheEntitlementOffer
andwillnotbeactingfororprovidingservicestotheCompany’sshareholdersorcreditors.The
Underwritershavebeenengagedsolelyasindependentcontractorsandareactingsolelyina
contractualrelationshiponanarm’slengthbasiswiththeCompany.Theengagementofthe
UnderwritersbytheCompanyisnotintendedtocreateanyagencyorotherrelationshipbetweenthe
UnderwritersandtheCompany'sshareholdersorcreditors.EachUnderwriter,inconjunctionwithits
affiliates,isactinginthecapacityassuchinrelationtotheInstitutionalPlacementandtheEntitlement
Offerandwillreceivefeesandexpensesforactinginthiscapacity.
InconnectionwiththeBookbuilds,oneormoreInstitutionalinvestorsmayelecttoacquireaneconomic
interestintheNewShares(“EconomicInterest”),insteadofsubscribingfororacquiringthelegalor
beneficialinterestinthosesecurities.EachUnderwriter(oritsaffiliates)may,foritsownaccount,write
derivativetransactionswiththoseinvestorsrelatingtotheNewSharestoprovidetheEconomicInterest,
orotherwiseacquireNewSharesinconnectionwiththewritingofthosederivativetransactionsinthe
InstitutionalBookbuildand/orthesecondarymarket.Asaresultofthosetransactions,eachUnderwriter
(oritsaffiliates)maybeallocated,subscribefororacquireNewSharesorsecuritiesoftheCompanyin
theBookbuildsand/orthesecondarymarket,includingtohedgethosederivativetransactions,aswell
asholdlongorshortpositionsinthosesecurities.Thesetransactionsmay,togetherwithothersecurities
intheCompanyacquiredbyanUnderwriteroritsaffiliatesinconnectionwiththeirordinarycourse
salesandtrading,principalinvestingandotheractivities,resultinanUnderwriteroritsaffiliates
disclosingasubstantialholdingandearningfees.
Statementsmadeinthispresentationaremadeonlyasatthedateofthispresentation.Theinformation
inthispresentationremainssubjecttochangewithoutnotice.
DeterminationofeligibilityofinvestorsforthepurposesoftheEquityRaiseisdeterminedbyreference
toanumberofmatters,includinglegalregimesandthediscretionoftheUnderwriters.TheCompany,
theUnderwritersandtheirExtendedPartiesdisclaimallliabilityinrespectoftheexerciseorotherwise
ofthatdiscretiontothemaximumextentpermittedbylaw.
ThispresentationhasbeenauthorisedforreleasetoNZXandASXbytheCompany’sBoardofDirectors.
PAGE 2

PAGE 3
1
Based on a $80m facility. The 3-year facility is amortised down to $60m at maturity, starting in Dec-24.
2
Net leverage ratio is calculated as borrowings (FY23: $70.6m) minus cash
(FY23: $8.1m) divided by NormalisedEBITDA (FY23: $39.0m) and does not include leases.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Strategy
execution
▪During 2022 EROAD commenced a comprehensive strategic review of the business which included
significant cost-out initiatives, rationalisation of its product suite and a more focused and disciplined
strategy for executing its growth plan
▪As a result, EROAD has stabilised its foundation and begun delivering on the strategy and growth
plans
Equity
Raise
▪EROAD is undertaking an approximately $50m equity raise, comprising a fully underwritten:
―Institutional placement to selected Institutional Investors to raise approximately $11.6m
(“Institutional Placement”); and
―Pro-rata accelerated renounceable entitlement offer to Eligible Shareholders to raise
approximately $38.4m (“AREO” or “Entitlement Offer”) (together with the Institutional
Placement, the “Equity Raise”)
Use of
proceeds
▪The capital raised from the Equity Raise will strengthen EROAD’s balance sheet, positioning it with
flexibility to continue its strategy of sustainable, profitable growth maximisinglong term shareholder
value
▪The net proceeds from the Equity Raise will be used to repay debt, providing funding headroom to
allow EROAD to accelerate its growth strategy, especially in North America
▪Net proceeds from the Equity Raise will result in:
―An increase in funds available to ~$65m
1
―A reduction in net leverage ratio
2
as of FY23 of 1.6x to 0.4x
Debt
facilities
▪EROAD has secured commitments for a new 3-year debt facility, which will replace the current
facility which had been due to mature in FY25.
▪The new facility results in the extension of credit facilities to September 2026
EXECUTIVE SUMMARY

PAGE 4
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Page reference
1. OVERVIEW OF EROADPage 5-10
2. INVESTMENT HIGHLIGHTSPage 11-19
3. FINANCIAL PERFORMANCE UPDATE & GUIDANCEPage 20-24
4. EQUITY RAISE & DEBT FACILITIESPage 25-29
EQUITY RAISE DETAILSPage 26-27
TIMETABLEPage 28
COMMITTED 3-YEAR DEBT FACILITYPage 29
5. KEY RISKSPage 30-34
APPENDIX & INTERNATIONAL OFFER RESTRICTIONSPage 35ff.
CONTENTS

01
OVERVIEW OF
EROAD
PAGE 5
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PAGE 6NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EROAD: MORE THAN TELEMATICS
DELIVERING INTELLIGENCE YOU CAN TRUST,
FOR A BETTER WORLD TOMORROW.
We provide end-to-end technology solutions which connect vehicles,
assets and operations to help businesses make real-time decisions from
real-time data. Helping run safer, greener, more productive businesses.

OUR ROADMAP FOR A BETTER WORLD
PAGE 7NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
WE HAVE IMAGINED THE FUTURE WE ARE HELPING CUSTOMERS CREATE
SAFER DRIVERS =
SAFER ROADS
We believe that technology can aid
drivers by alerting them in real time
to enhance their driving, improving
safety outcomes for all.
SMART =
SUSTAINABLE
We believe that Operators will make
sustainable decisions when provided
with smart insights and the
opportunity to benchmark against
best in class.
PREDICTION =
PREVENTION
We believe that data can be utilised
to predict and prevent adverse
outcomes for Operators.

PAGE 8NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EMPOWERING CUSTOMER TRANSFORMATIONS
OUR SUCCESS SO FAR HAS BEEN BUILT ON CONSISTENTLY DELIVERING OURVALUE
INSIGHT, CONTROL
& ROI
EROAD’s value for customers is
delivered through a continuous cycle.
Real-time insight allows immediate
action in the moment, plus
improvements based on trends and
productivity over time. This delivers
instant returns: reduced
administration, predictive loss
prevention and most importantly
safer outcomes for all.
PARTNERSHIP FOR
GROWTH
Our goal is to become a system of
record for our customers, serving as a
catalyst for change. Our products are
designed to help businesses identify
efficiencies and opportunities for
improvement. Our benchmarked
insights and whole-of-fleet solutions
enable us to partner with our
customers to achieve their growth
goals.
SIMPLE, INTUITIVE
SYSTEMS
EROAD‘s customers generate billions
of data points every year. But our
customers are not data scientists.
They‘re operators, and they need
simple, intuitive interfaces to act on
this data. We translate their data into
ways they can save money, save time
and operate in a safer and more
sustainable way.

FOCUS FOR FY24 –EXECUTION OF STRATEGY (1/2)
Turnaround the core
Future Growth
Approach
Corporate overhead reductionEfficiency in ANZ / Growth in NAGrowth in NAVerticals
Timing
FY23FY24~3-5 years
Headcount reduction
Overhead expense reduction
Asset tracking solution expanded
Corehub Xtremelaunchedin NA
Dashcam enhancements
Value focus
and selected
achievements
Accelerated 3G replacement program
Ongoing cost-out for SaaS costs
Supplier negotiations
Overhead expense reduction
Customer self service portal launched
Reefer Predictive Maintenance launched
Corehub Xtreme launch planned in AU
Sustainability Module launch planned in ANZ
Annualised
savings
$10m completed$10m targeted
~$7.5m identifiedyear-to-date
1
PAGE 9
WE ARE HERE
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1
~$7.5m has been identified and is underway to be implemented.

FOCUS FOR FY24 –EXECUTION OF STRATEGY (2/2)
Turnaround the core
Future Growth
Approach
Corporate overhead reductionEfficiency in ANZ / Growth in NAGrowth in NAVerticals
Timing
FY23FY24~3-5 years
PAGE 10
WE ARE HERE
Continue customerservice segmentation
Further product stabilisation and simplification
Rollout Sysco and retain North American
enterprise customers
Strategic Partner Review Process
‒Strategic review to identify partners to
accelerate North America strategy continues,
seeking options to contribute expertise and
additional market access for EROAD
‒EROAD continues to have a number of
discussions with potential partners, including
on refocusing its customer book, hardware
financing, and sales partnerships
Growth in large enterprise customer base
Capitalise on sales and product
improvements made
Rationalisation of cost base
Economies of scale on development,
other functions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Value focus
and selected
achievements
Customer win –Sysco
Major North American food service
operator with 15,000 delivery
vehicles
5-year agreement for fully-
integrated CoreHub SaaS solutions
to over 9,000 trucks
18-month procurement process;
12-month planned rollout

02
INVESTMENT
HIGHLIGHTS
PAGE 11
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

EROAD –WELL POSITIONED WITH STRONG MARKET
FUNDAMENTALS
PAGE 12
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
ATTRACTIVE MARKET
Exposure to a large North American
market with attractive growth
prospects supported by long-term
growth trends
PROVEN TRACK
RECORD
Leading New Zealand operations and
platform that positions the company
to grow in existing markets
TANGIBLE ROI
Solutions generate tangible benefits
and ROI to customers enabling safer
and more sustainable, decarbonised
transportation
123
456
BLUE-CHIP
CUSTOMERS
Strong relationships with diverse pool
of blue-chip customers resulting in
high retention rates
SCALABLE
PLATFORM
Ability to benefit from attractive unit
economics driven by further growth
and cost-out initiatives
EXPERIENCED
MANAGEMENT
Highly engaged team with significant
capability in their respective fields

CLEARLY DEFINED GROWTH STRATEGY FOR ATTRACTIVE NORTH
AMERICAN MARKET
PAGE 13
Estimated 2030 TAM
3
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Today’s US Total
Addressable Market
(“TAM”)
2
$10B+
$22B+
North American Total Telematics Market
1
Source: ACT Research, I.H.S., Berg, Expert interviews.
1
Shows US market only ($); revenue potential.
2
Defined as overall telematics market size including total revenue pool for telematics across varying fleet size, asset class and industries.
3
Assuming a 11% CAGR.
Telematics
Industry Trends
Broader transport
industry trends
Demand for bespoke/custom workflow
solutions
IOT PLATFORM / DATA AGGREGATOR
Need for cohesive and standardised
integration across multiple data sources
WHOLE-OF-FLEET
As base telematics is further commoditised
and fleets consolidate, EROAD will compete
with whole-of-fleet solutions (including APIs,
aggregation and enrichment)
SUSTAINABILITY FOCUS
Regulatory landscapes across all markets are
changing, impacting both reporting
requirements and tax impacts.
Provides tailwind for telematics fleet
management
◼Demand for advanced
workflow-based solutions
◼OEM offering built-in
telematics
◼Tighter integration across
supply chain
◼Commoditisation of base
offering stack
◼Fleet consolidation
◼Transition to EV fleets
◼Focus on sustainability and
ESG (excl. electrification)
◼Future regulatory
requirements
4
3
5
6
1
2
7
8
Key TrendsEROAD Focus
1

PAGE 14
1
Does not include corporate & development costs.
2
Asset retention rates are defined as the number of total contracted units at the beginning of the 12-month period and retained as total contracted units at the end of the 12-month
period, as a percentage of total contracted units at the beginning of the 12-month period.
Solid growth & profitable business with a focus
on multi-product adoption
Opportunities to leverage Trans-Tasman fleets
~6,400
Customers in FY23
FOCUSSED ON THREE CORE MARKETS, STRONG LEADERSHIP
POSITION AT HOME
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
$53.7m
FY23 EBITDA
1
Solid growth, with momentum building in one of
the world’s largest markets
116,455
Units
(as at 31-Mar-23)
14,717
FY23 gross unit adds
~96%
FY23 asset retention rate
2
4.8 years
Average customer tenure
(FY23)
33%
Of FY23 revenue was from
new customers
Fonterra
Recent whole-of fleet
solutions win (500+ units)
~650
Customers in FY23
$2.2m
FY23 EBITDA
1
15,636
Units
(as at 31-Mar-23)
1,985
FY23 gross unit adds
~97%
FY23 asset retention rate
2
3.5 years
Average customer tenure
(FY23)
19%
Of FY23 revenue was from
new customers
Enterprise win
(3,000+ units)
~3,250
Customers in FY23
$18.1m
FY23 EBITDA
1
95,058
Units
(as at 31-Mar-23)
15,394
FY23 gross unit adds
~93%
FY23 asset retention rate
2
3.9 years
Average customer tenure
(FY23)
51%
Of FY23 revenue was from
new customers
Sysco
Win
(9,000+ units)
New ZealandAustraliaNorth America
2

SOLUTIONS DELIVERING CUSTOMERS EVIDENCE-BASED ROI AS
THEY PURSUE SMARTER, SAFER & MORE SUSTAINABLE
TRANSPORTATION (1/2)
PAGE 15
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1
Ehubo ELD is certified by the FMCSA and by a third party provider.
2
Select hardware models pictured.
3
COMPLIANCE AND ASSURANCEPRODUCTIVITYHEALTH & SAFETY
•Driver behaviourmonitoring and
feedback
•Electronic logbook
•Vehicle inspections
•Speed monitoring
•Incident detection, alerting and
replay
•RUC and fuel tax compliance
—Electronic, automated RUC
purchases and claims
—Fuel tax reporting and IRP1
registration
•Industry-specific solutions
1
—Cold chain assurance
—Construction assurance
—Waste and recycling assurance
•Support compliance with emissions
reporting obligations including the
climate standards published by the
External Reporting Board (XRB)
—
•GPS tracking and geofencing
•Fleet maintenance
•Fuel management and idling
reports
•Vehicle inspections
DashcamsIoT hubsTrackers and sensors
SUSTAINABILITY
•Fuel management and idling
reports
•Fleet utilisation
•Decarbonisationassessment
& insights
POWERED BY
2

“My overall experience with the product has been
positive. Data harvested has given us a valuable
look at our cold chain performances during
transport. Using the trailer return air data for
predictive analytics has been a game changer for
GSF and has positioned us as industry leaders.”
Tim Bates, Corporate Quality Systems Director
Golden State Foods (“GSF”)
Refrigerated
transportation
General
transportation
$50,000
Monthly savings from automatic
temperature monitoring
(fleet of >1,000 trailers)
15%
Improvement in asset
utilisation within 3 months
64%
Reduction in pre-cool time (100
minutes to 36 minutes)
0
Temperature alerts
(vs. 5 previously)
25%
Reduction in hours reefers are on
33%
Less fuel consumption by reefers
80%+
Reduction in idle
rates
7%
Reduction in insurance
premiums
14%
Reduction in daily stop
times
$200,000
Annual savings through off-road
mileage fuel tax recovery
10 minutes
To file fuel tax reports
(vs. 2 weeks previously)
0.05
Monthly safety and compliance
violations per driver (vs. 4
previously)
ROI and sustainability / decarbonisation impact
“We immediately recognised that EROAD was
going to be transformative. Soon after, we moved
EROAD into the light vehicle fleet, and we
transitioned a lot of our mobile assets as well. We
now runEROAD Ehubo2in anything that has a
cab, and we run a mixture of products including
EROAD Asset Tracker toEROAD Wheretag
trackers in other applications.”
Josh Hedley, New Zealand National Fleet Manager
Downer
SOLUTIONS DELIVERING CUSTOMERS EVIDENCE-BASED ROI AS
THEY PURSUE SMARTER, SAFER & MORE SUSTAINABLE
TRANSPORTATION (2/2)
PAGE 16
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
VerticalMeasurable customer benefits
1
Select customer testimonials
2
1
Specific customer example.
2
Measurable customer benefits are not necessarily connected to select customer testimonials.
3

1
(Asset) retention rates are defined as the number of total contracted units at the beginning of the 12-month period and retainedas total contracted units at the end of the 12-month period, as a percentage of total contracted units at the
beginning of the 12-month period.
2
Excluding Coretex.
95.8%
94.4%
95.2%
94.9%
93.4%
94.8%
FY18AFY19AFY20AFY21AFY22A
2
FY23A
Customer relationships
Asset
retention
1
Unit
split
58%
of FY23 total units by market (New Zealand and Australia)
42%
of FY23 total units by market (North America)
Fleet size of 500 -6,000+
Average tenure of ~9 years
Fleet size of 1,000 -11,000+
Average tenure of ~5 years
LONG STANDING, TRUSTED PARTNERSHIPS WITH BLUE CHIP
CLIENTS
PAGE 17
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
New Zealand and AustraliaNorth America
4

020406080100120140160
0
50
100
150
200
250
300
350
Break-even average connections
Actual average connections
throughout FY23
Units, k
*
Annual average: ~220k units (FY23)
FY23 fixed
and
upfront
costs
1,2
ABILITY TO BENEFIT FROM ATTRACTIVE UNIT ECONOMICS DRIVEN
BY FURTHER GROWTH AND COST OUT INITIATIVES
PAGE 18
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EROAD has achieved $10m of annualisedcost-out savings in FY23 and targets a further $10m of annualisedcost-out in FY24
3
Note: Illustration shows a status quo and does not account for future cost inflation, revenue inflation or investments in futuregrowth.
1
Includes Hardware COGS, Installation COGS, Cost to Acquire (upfront costs) and In-market Costs, Corporate
Overhead, Expensed R&D, Capitalised R&D (fixed costs).
2
EROAD achieved annualisedcost savings in FY23 of $10m. $3.5m were included in the FY23A results.
3
~$7.5m has been identified and is underway to be implemented.
Illustrative fixed and upfront cost break even as a function of units (FY23)
1
Pro-forma
annualisedeffect
of achieved and
targeted cost-out
Fixed and upfront cost, $m
1
5

HIGHLY ENGAGED TEAM WITH SIGNIFICANT CAPABILITY IN THEIR
RESPECTIVE FIELDS
PAGE 19
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
AKINYEMI KOYI
PRESIDENT NORTH
AMERICA, CHIEF
INNOVATION
OFFICER
MARGARET
WARRINGTON
CFO
STEEN ANDERSEN
CHIEF
TRANSFORMATION
OFFICER
AARON LATIMER
CHIEF
OPERATING
OFFICER
CRAIG MARRIS
CHIEF SUSTAINABILITY
OFFICER,
EVP MIXED FLEETS
DEAN MARRIS
CHIEF DATA
SCIENCE OFFICER,
EVP CONSTRUCTION
JEREMY WILTON
VP PRODUCT AND
ENGINEERING
TIM MOLE
DIRECTOR OF
TECHNOLOGY
SHELLEY PRENTICE
CHIEF
PEOPLE
OFFICER
MARK HEINE
CEO
GLOBALEXECUTIVETEAM
KONRAD STEMPNIAK
EXECUTIVE GENERAL
MANAGER ANZ
6

03
FINANCIAL
PERFORMANCE
UPDATE & GUIDANCE
PAGE 20
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

FY23 GUIDANCE ACHIEVED
Operating Costs
2
1
Revenue normalised for $9.6m in FY23 and $1.3m in FY22, respectively, relating to accounting adjustment for contingent consideration.
2
Operating costs normalised for transaction and integration costs of $3.4m in FY23 and $7.6m in FY22, respectively.
3
EBIT normalised for contingent consideration of $9.6m in FY23 and $1.3m in FY22 respectively, and integration costs of $3.4m inFY23 and $7.6m in FY22 respectively.
4
A non-GAAP measure representing operating cash flow and investing cash flow reported in the Statement of Cash Flows (excluding net interest paid).
Normalised Revenue
1
81.2
91.6
113.6
165.3
FY20FY21FY22FY23
Normalised EBIT
3
4.5
5.1
-0.9
-4.5
-7
-5
-3
-1
1
3
5
7
FY20FY21FY22FY23
54.1
61.2
86.3
126.3
FY20FY21FY22FY23
Guidance
(159 to 164)
Guidance
(-6 to -3 )
PAGE 21
$m$m$m
$20m Cost-out
$10m (annualised) completed in FY23
$10m (annualised) targeted for FY24
$27.5m of available liquidity
at the end of March 2023
FY23 future contracted
income $219.6m (up 16%)
FY23 unit net adds 18,452
(up 8.8%)
FY23 FCF
4
-$29.9m
Cash burn reduced from $4.2m per
month in H1 to $1.8m per month in H2
FY23 R&D $37.2m (23% of
normalised revenue)
REVENUE GROWTH ACROSS ALL MARKETS AND PROGRESSING COST OUT PROGRAM
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

TRADING UPDATE
DELIVERING AGAINST OUR STRATEGY
PAGE 22
•100,000 connections have been achieved in North
America
•Due to the continued growth and right-sizing,
EROAD’s business is near an inflection point where it
is expected to achieve Free Cash Flow
1
break-even in
FY25
•The New Zealand business has a solid track record of
growth and Free Cash Flow
1
generation
•Ongoing growth is expected to spread fixed R&D and
platform costs over a larger base and contribute to
positive operating leverage
•Excluding temporary costs associated with 3G
replacement program EROAD would be Free Cash
Flow
1
positive today
Enterprise
customer
growth
▪FY24 HAS STARTED
STRONGLY WITH SUCCESS
ACROSS 6 KEY
ENTERPRISE CUSTOMERS
Pricing
▪IMPLEMENTED PRICE
INCREASES ACROSS MOST
CUSTOMERS TO REFLECT
INFLATIONARY PRESSURES
AND COMMENCED PRICING REVIEW
Financial
discipline
▪FY23 TRENDS HAVE
CONTINUED INTO
FY24, WITH VERY POSITIVE
PROGRESS ON CASH & DEBT
3G hardware
upgrade
▪41% OF ALL UNITS ACROSS
ANZ ARE 4G COMPATIBLE
41%
6%
Price increase
applied
(ANZ)
Anticipated new
units
5,300
Anticipated
renewed units
5,250
Installed
units
7,414
Draw down on
debt FYTD
$2m
Additional cost
savings
(annualised)
identified
2
$7.5m
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Current trading update as at 31 August
1
A non-GAAP measure representing operating cash flow and investing cash flow reported in the Statement of Cash Flows (excluding net interest paid).
2
~$7.5m has been identified and is underway to be implemented.
3%
Price increase
applied
(NA)

FOCUS FOR FY24 –OUTLOOK
Guidance reiterated
On track for FY24 guidance:
•Revenue growth of between 6 –9%
•Cost-out program to continue
•EBIT of $0m to $5m normalised for accelerated 3G replacement
program
FY24 Guidance
Revenue$175m –$180m
Normalised EBIT$0m to $5m
R&D spend$30m
PAGE 23
EXECUTION AGAINST STRATEGIC PLAN DELIVERING
RETURN TO PROFITABILITY
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

* Annualised monthly recurring revenue includes positive FX impact of $8.6m
PAGE 24
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
FINANCIALS –KEY METRICS AND TARGETS
GoalMetricFY22FY23StrategyFY26 Targets
SaaS
Quality
AMRR
$134.6m$153.7m*Grow customer base in-line with estimated market growth
3
11% -13%
CAGR
Churn
7%5%Maintain historical churn rate
5% -7%
4
Average Lease Duration
Remaining (years)
1.41.3
Rebalance toward longer-dated enterprise
contracts
1.5 –2.0
5
InvestmentR&D as % of revenue
2 8 %2 3 %Focus on projects with near-term ROI
13% -15%
6
ReturnFree Cash Flow
1
Margin
-3 9 %-18%Improve cash efficiency and drive NA growth
9%+
7
1
A non-GAAP measure representing operating cash flow and investing cash flow reported in the Statement of Cash Flows (excluding net interest paid).
2
Based on delivery plan of Project Switch.
3
Targeted growth in-line with blended market growth in North America and ANZ.; ANZ fleet management unit market is estimated to grow at a 16% CAGR (2019-2024); North America private fleet telematics market is expected to grow by 11% per
year until 20230 (Sources: ACT Research, I.H.S., Berg, Expert interviews).
4
In-line with historical churn rates (based on FY20-22A range).
5
Assumes that average lease duration remaining (years) increases with weighting to longer dated enterprise contracts.
6
Decrease in R&D as % of revenue is driven by streamlining of activities towards projects with near-term ROI.
7
Driven by additional cash efficiencies and growth in North America). Includes effects from roll-off of the switch program, leverage (holding fixed costs as we grow) and the anticipated $20m cost-out.
Targeting Free Cash Flow
1
neutrality in FY25
2
, and a positive Free Cash Flow
1
in FY26.
Implementation of refreshed strategy will provide pathway to sustainable, profitable growth

04
EQUITY RAISE &
DEBT FACILITIES
PAGE 25
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PAGE 26
EQUITY RAISE DETAILS (1/2)
1
Theoretical ex rights price ("TERP") is the theoretical price at which EROAD shares should trade immediately after the ex-date of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which shares trade immediately after the
ex-date for the Entitlement Offer will depend on many factors and may not equal TERP. TERP is calculated by reference to EROAD’sclosing price of $1.39 on 6 September 2023 and includes the New Shares to be issued via the Institutional Placement.
Offer size and
structure
▪$50m fully underwritten Equity Raise, comprising (approximately) a:
―$11.6m Institutional Placement to selected Institutional Investors
―$38.4m 1 for 2.06 Entitlement Offer (being the pro-rata accelerated renounceable entitlement offer of New Shares detailed in the Offer Document,
comprising the Institutional Offer, the Institutional Bookbuild, the Retail Offer and the Retail Bookbuild)
―Approximately 71.5m New Shares will be issued under the Equity Raise (equivalent to 63.2% of current issued capital)
Offer price
Institutional Placement:
▪$0.70 per New Share, representing:
―49.6% discount to last close
price of $1.39 as at
6 September 2023
Entitlement Offer:
▪$0.70 per New Share, representing:
―49.6% discount to last close price of $1.39 as at 6 September 2023
―37.7% discount to TERP
1
of $1.12
▪The Australian dollar application price for the Retail Offer and Retail Bookbuild will be announced by EROAD on
Monday, 11 September 2023 and will be determined using the $:A$ exchange rate published by the New
Zealand Reserve Bank on its website at 3.00pm (NZST) on 8 September 2023
Institutional
Placement
▪Eligible Institutional Investors (which may include Institutional Shareholders and brokers/NZX Firms acting on behalf of retail clients and other invited
participants at EROAD’s discretion) will be invited to participate in the Institutional Placement being undertaken today
▪New Shares issued to participants in the Institutional Placement will not be eligible to participate in the Entitlement Offer
Institutional
Offer
▪Eligible Institutional Shareholders will be invited to take up their entitlements in an accelerated Institutional Offer
▪New Shares relating to entitlements not taken up will be offered to Institutional Investors (which may include Eligible Institutional Shareholders, whether or
not they took up their full entitlements under the Institutional Offer and brokers/NZX Firms acting on behalf of retail clients)in the Institutional Bookbuild
▪Any Premium achieved in the Institutional Bookbuild will be returned to renouncing and ineligible shareholders as detailed further in the Offer Document
Retail Offer
▪Eligible Retail Shareholders will be sent offer materials and invited to take up their entitlements in a Retail Entitlement Offer
▪Eligible Retail Shareholders seeking to participate in the Rights Offer will only be able to do so electronically and should visit the offer website for more details
(www.shareoffer.co.nz/EROAD)
▪New Shares relating to entitlements not taken up will be offered to Institutional Investors (which may include Eligible Institutional Shareholders whether or not
they took up their full Entitlement under the Equity Raise and brokers/NZX Firms acting on behalf of retail clients) in the Retail Bookbuild. Any Premium
achieved in the Retail Bookbuild will be returned to renouncing and ineligible shareholders as detailed further in the Offer Document. There will be no rights
trading on market or oversubscription facility
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PAGE 27
EQUITY RAISE DETAILS (2/2)
1
$80m facility. The 3-year facility ($80m) is amortised down to $60m at maturity, starting in Dec-24.
2
Net leverage ratio is calculated as borrowings (FY23: $70.6m) minus cash (FY23: $8.1m) divided by NormalisedEBITDA (FY23: $39.0m) and does not include leases.
3
Interest coverage ratio is
defined as Normalised EBITDA (FY23: $39.0m) divided by net financing costs (FY23: $6.8m).
4
Includes $1.4m of overdraft facility and $0.5m of capitalised borrowing costs.
5
Includes $3.6m of overdraft facility.
6
Assumes ~$3m of transaction costs.
Ranking
▪New Shares issued under the Entitlement Offer and Institutional Placement will rank equally with Existing Shares
Underwriting
▪The Equity Raise is fully underwritten by Goldman Sachs New Zealand Limited and Canaccord Genuity (Australia) Limited on customary terms for an offer of
this nature
Offer eligibility
▪The Institutional Offer is open to Eligible Institutional Shareholders only
▪The Retail Offer is open to Eligible Retail Shareholders only
Board support
▪Directors of EROAD who currently hold EROAD Shares intend to take up their full entitlements under the Entitlement Offer, with those and other Directors
intending to participate in the Institutional Placement
Use of
Proceeds
▪The capital raised from the Equity Raise will strengthen EROAD’s balance sheet, positioning it with flexibility to continue its strategy of sustainable, profitable
growth maximisinglong term shareholder value
▪The net proceeds from the Equity Raise will be used to repay debt, providing funding headroom to allow EROAD to accelerate its growth strategy, especially in
North America
—Following the Equity Raise, EROAD expects pro forma net leverage ratio
2
to reduce to 0.4x
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Pro forma net debt and funds available
($m)31-Mar-2023EquityRaise (net)New facility
1
Pro forma
(31-Mar-2023, post-raise)
Cash8.147.1
6
9.6
Revolving credit facility (drawn)40.6
4
--
Revolving credit facility (undrawn)19.4
5
55.055.0
Term Loan facility30.025.025.0
Total net debt62.515.4
Funds available 27.564.6
Net leverage ratio
2
1.6x0.4x
Net interest ratio
3
5.7xNM

PAGE 28
EventKey Dates
Dates and Times are Subject to Change without Notice
Record date –Institutional and Retail Entitlement Offer7.00pm (NZST) or 5.00pm (AEST), 8 September 2023
Institutional Placement, Institutional Offer and Institutional Bookbuild
Trading halt commences on the NZX Main Board and the ASXPre-market open, 7 September 2023
Institutional Offer and Institutional Placement7 September 2023
Institutional Bookbuild8 September 2023
Announce results of Institutional Offer, Institutional Bookbuild and Institutional Placement
Trading halt lifted on the NZX Main Board and ASX
Pre-market open, 11September 2023
Settlement of Institutional Offer, Institutional Bookbuild and Institutional Placement on ASX15 September 2023
Settlement of Institutional Offer, Institutional Bookbuild and Institutional Placement on the NZX Main Board
and commencement of trading of allotted New Shares on the NZX Main Board and ASX
18 September 2023
Retail Offer and Retail Bookbuild
Retail Offer opens 10.00am (NZST) or 8.00am (AEST), 12 September 2023
Retail Offer closes
7.00pm (NZST) or 5.00pm (AEST) (last day for online
applications), 21 September 2023
Trading haltcommences on the NZX Main Board and ASXPre-market open, 26 September 2023
Retail Bookbuild26 September 2023
Announce results of Retail Offer and Retail Bookbuild
Trading recommences on NZX Main Board and ASX
Pre-market open, 27 September 2023
Settlement of Retail Offer and Retail Bookbuild on ASX29 September 2023
Settlement of Retail Offer and Retail Bookbuild on the NZX Main Board and commencement of trading of
allotted New Shares on the NZX Main Board
2 October 2023 with commencement of trading on the ASX on
3 October 2023
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
TIMETABLE

EROAD has secured commitments for a new 3-year debt facility, which will
replace the current facility which had been due to mature in FY25. The new
facility results in the extension of credit facilities to September 2026
•$80m new facility amount
—Amortisation of $20m by the end of the 3-year commitment to
$60m
•In addition to the two existing lenders (ANZ, BNZ), Kiwibank has joined
the syndicate
•The new facility provides additional duration and flexibility, with
headroom to covenants
—Net leverage ≤ 1.50x reducing to 1.25x by September 2025 and
1.00x by June 2026
—Interest coverage ratio ≥ 4.00x
The new refinancing arrangements are only subject to the completion of the
Equity Raise and final documentation
In combination with the announced Equity Raise of approximately $50m,
EROAD’s available funds increases to ~$65m
1
COMMITTED 3-YEAR DEBT FACILITY
PAGE 29
1
Pro-forma as of 31-Mar-23. See page 27 for more details.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

05
KEY RISKS
PAGE 30
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

KEY RISKS
This section describes the key risks that EROAD has identified in connection with the Equity Raise. EROAD considers it is important that these key risks, and their potential
effect on the future operating and financial performance of EROAD, and EROAD’s share price, are specifically highlighted to investors in the context of the Equity Raise. Like
any investment, there are risks associated with an investment in EROAD shares. This section does not (and does not purport to) identify all of the risks related to the future
operating and financial performance of EROAD, an investment in EROAD shares, the Equity Raise, or general market, industry, regulatory or legal risks. Some risks may be
unknown and other risks, currently considered to be immaterial, could turn out to be material. This presentation should be read in conjunction with EROAD’s other periodic
and continuous disclosure announcements released to NZX and ASX.
Before deciding whether to invest in EROAD shares, you must make your own assessment of the risks associated with the investment, including the inherent risks from
investing in shares, and consider whether such an investment is suitable for you having regard to all other publicly available information, your personal circumstances and
following consultation with your financial and other professional advisers.
PAGE 31
Risk
Risks Specific to
Strategy Execution
EROAD is focused on executing its strategy to turn around the core and achieve growth in North America. If EROAD is less successful than anticipated in achieving these
initiatives, this may have a material adverse effect on EROAD’s financial performance and/or share price.
Key risks include:
•EROAD is forecasting growth in North America, enabled by a change in its approach to sales strategy. This change involves: i. focusing on two industry verticals (i.e.,
general transport and refrigerated transport), ii. implementing account-based management and iii. cultivating stronger relationships with larger enterprise customers.
While changes are underway, EROAD will be in the process of incorporating this new approach to sales into its ongoing operations. This involves upskilling current
teams and hiring additional experienced salespeople during FY24, FY25 and FY26. Until staff have been upskilled, additional staff have been recruited, and the North
American business has demonstrably achieved sales momentum by finding and regularly converting enterprise opportunities to revenue, forecast growth may not
occur at the rates or within the timeframes currently anticipated
•Concentrating on enterprise customers introduces unpredictability in conversion timeframes and success rates due to the longer lead times associated with such
pursuits. Failed pursuits could result in prolonged periods before new opportunities with potential customers arise. However,succeeding in securing and retaining
enterprise customers provides valuable references, endorsing EROAD's capabilities in North America and internationally
•Missing cost-saving targets in FY24 could affect EROAD’s FY25 and FY26 growth forecasts. As of today, EROAD has realised$10m of annualisedcost savings in FY23, and
is implementing additional $7.5m of identified annualized cost savings YTD.
Customer Acquisition
and Retention Risks
Given EROAD’s shift towards focusing on referenceable enterprise customers, losing a key marquee or enterprise customer couldhave a significant impact on EROAD’s
revenue and perceived reliability and reputation. To mitigate this risk, EROAD is putting several measures in place includingproactive relationship management, service
and support and some access for marquee and enterprise customers to additional engineering resources, where necessary or relevant to a customer’s procured solution.
There is a risk that acquisition of new customers may be slower or more costly than anticipated, in the event of slow transitionaway from competitors (due to integration
with competitor products or existing contractual commitments), aggressive competitor responses or poor brand awareness or product market fit. EROAD’s refreshed sales
strategy seeks to mitigate this risk by better enabling a verifiable and growing pipeline for enterprise customers, but its success is reliant in part on scaling up EROAD’s
sales force to target and acquire a sufficiently high volume of enterprise scale customers.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PAGE 32
Risk
New Zealand’s 3G
Network Sunset
Risk
New Zealand’s 3G network will start to switch off from 31 August 2024. While the affected EROAD products will work on the 2G network, it is anticipated that this network
will also switch off sometime in the future. This requires EROAD and other telematics providers to replace, over time, any components used in telematics solutions that are
only enabled for these networks. EROAD has planned for this change and is managing a project (“Project Switch”) to swap out units that are reaching end of life, replacing
these with units enabled for 4G networks.
This project is not without risk, as swapping units and installing different units can be disruptive for customers, which maycause some to reassess their preferred choice of
telematics solution or seek to renegotiate terms or pricing. The costs of replacement unit components and installation may increase over time, exceeding assumed costs
and requirements. Although potentially disruptive, the risks from this project are managed and regularly reviewed with the project anticipated to be substantially complete
by the end of FY25.
A delay in project execution due to external or internal reasons, could result in EROAD failing to achieve its business plan,which in turn may have a material adverse effect
on EROAD’s financial performance and/or share price.
Capital Sufficiency
and Banking Risk
EROAD has undertaken a capital sufficiency modelling exercise based on its forecasts for FY24 to FY26, which have been independently reviewed. Based on this work,
EROAD expectstohavesufficient liquidity to meet its capital requirements for delivering on its strategy and supporting plans,which have been assessed and modelled
through to the end of FY26.
Key assumptions underpinning EROAD’s forecast model to the end of FY26 include realistic cost reductions in FY24 and achieving its growth targets in North America in
FY25 and FY26. There is a risk that these assumptions are not met. If this occurs, then EROAD may have insufficient liquiditytomeet capital and operational requirements,
necessitating additional equity or debt funding. This could have adverse effects on EROAD’s operating and financial performance and/or share price.
Additionally, as part of enabling an optimal capital structure, EROAD has engaged with banks to renew its debt facilities. Asa result, EROAD has recently secured a new
facility with a limit to $80m, extending its facility to September 2026, subject to successful completion of an equity raising and completion of the necessary documentation.
If the Equity Raise is not successfully completed, for example because the underwriting agreement is terminated prior to the allotment of the Entitlement Offer and
Institutional Placement, or EROAD’s performance results in non-compliance with covenants or otherwise triggers any event of default under EROAD’s facilities, EROAD
would retain its existing debt facility and may have to refinance its debt on less favourable terms, which could have an adverseeffect on EROAD’s financial performance
and/or share price.
Competition RiskMaintaining competitiveness in EROAD’s key markets is not without risk because:
•The telematics industry in which EROAD operates is highly competitive, particularly in North America. It includes companies withsignificantly greater resources than
EROAD.
•Rapid advancements in technologies, OEM integrations, or others’ investments in accelerating the adoption of artificial intelligence and other emerging technologies for
telematics solutions could shift market dynamics and require adjustments to EROAD’s currently prioritised products and services if EROAD is to remain competitive and
achieve its forecasts.
•Larger global telematics operators may also seek to expand into new markets including New Zealand, which may risk decreasing EROAD’s potential sales opportunities
or increase customer churn.
However, the Equity Raise helps enable increased flexibility to better compete with well-resourced competitors by offering adequate headroom for EROAD to adjust its R&D
priorities and planned products and services or elements of them where necessary to keep pace with others’ offerings.
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PAGE 33
Risk
Product and Platform
Reliability Risk
Platform and product stability is essential for reliable services and customer satisfaction. Any bugs, reliability and data quality issues can impact on customer interactions
and EROAD’s reputation. EROAD’s refreshed strategy aims to create a robust, stable and scalable platform and products for itscustomers. To that end, EROAD has
prioritised R&D activity to focus on projects that will improve platform and product reliability.
The focus on enterprise customers, especially in North America, raises scalability risks. Enterprise customers often require seamless integration with their existing systems.
However, becoming more involved in customer operations, also creates a risk if EROAD products or services were to experience a failure. For example, customers could fail
to comply with their regulatory requirements, if their EROAD product fails to work correctly. EROAD has put in place a North American engineering team to help address
this risk and respond to customer needs quicker.
Product quality and reliability concerns may arise as EROAD creates new products and expands its existing products to cater to amore diverse customer base. Launching
any system upgrades may result in deployment issues, which could impact on EROAD’s reputation, sales and diversion of resources into remedial work (which could impact
on innovation efforts). To mitigate these risks, EROAD intends to make further ongoing investment into systems and will increasingly leverage third party platform service
providers’ products and expertise which offer increased scalability and improved functionality. However, EROAD is mindful of thepotential of relying too heavily on these
providers, and will take careful measures to manage this risk effectively.
Product
Development and
Supply Chain Risks
EROAD’s refreshed sales strategy is supported by deliberate decisions to prioritise investment in key markets and on researchand development (R&D) activities that
support the delivery of stable, robust, reliable and scalable products and services to meet market demands. However, all productdevelopment journeys carry inherent risks.
If EROAD’s solutions lose relevance, due to quickly changing customer demands or slow product delivery caused by staffing challenges, alongside competitors introducing
disruptive technologies at more competitive prices or service levels, there is risk of EROAD being unable to win or retain key customers. This could impact the projected
growth for FY25 and FY26 and, therefore, EROAD's revenue forecasts and/or share price.
Bringing solutions to market, also involves reliance on external suppliers and original equipment manufacturers for key hardwarecomponents and technology. This reliance
poses three main risks:
•Supplier dependency, which could result in delays in meeting customers’ expectations if such suppliers are not delivering in a timely manner and in accordance with
their contractual obligations.
•Due to EROAD’s relatively modest scale, there are constraints on its negotiating leverage, particularly in cases where the supplier options are limited.
•Potential for sub-standard components, products or services if suppliers are not actively managed, monitored and where necessarychallenged.
These risks are not unique to EROAD. EROAD’s risk mitigation strategies include proactively taking steps to oversee and strengthen supplier relationships, enable
contingency planning and diversify sourcing channels. The EROAD Board’s Technology Committee oversees product development strategies and risks. This oversight
ensures a strategic and informed approach to product development. EROAD also invests in innovation and proprietary technologies and measures to help protect it, which
can help retain a competitive position and mitigate the risk of market erosion and unanticipated customer churn.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PAGE 34
Risk
Key person riskEROAD's success depends on the expertise and dedication of its directors, key senior management, and staff as a whole. The departure of any key team member or a high
rate of turnover could lead to disruptions in EROAD's day-to-day operations in the short term and potentially adversely impact overall operational and financial performance.
In an environment where competition for skilled professionals is intense, EROAD faces the challenge of retaining and attracting top talent. To mitigate this risk, EROAD has
implemented several measures including a remuneration policy aimed at attracting, incentivising and retaining key talent and other employee value propositions (e.g. health
insurance and hybrid working).
Cybersecurity riskEROAD recognises that its operational and financial success hinges on the effective performance, availability and reliabilityofits products, services and business systems. The
occurrence of any malicious attacks on or unauthorised penetration of these core systems or the data within them could lead to substantial disruption in EROAD’s
operations. Any breach or compromise of EROAD’s cyber or information security, privacy and confidentiality measures, risks affecting both operations and reputation.
Furthermore, the evolving regulatory landscape places risks of substantial financial penalties on data breaches, which could have cascading implications on EROAD’s market
reputation and overall financial performance. In light of these dynamics, EROAD is continuously committed to strengthening the security and resilience of its business
systems.
General economic
conditions
EROAD's operational and financial performance is intertwined with economic conditions both in New Zealand and internationally. Aprolonged economic downturn,
disruption or prolonged recession, could impact customers’ investment choices and available cash and, therefore, EROAD's financial performance. Despite these potential
challenges, EROAD's offerings encompass products and services that assist customers in managing compliance and optimising their management of expenses relating to
their vehicles. This strategic positioning helps equip EROAD to navigate potential challenges with resilience and effectiveness as a necessary spend for enterprise customers,
rather than a discretionary one.
Market volatility of
EROAD’s shares
Investing in equity capital carries inherent risks. EROAD's shares, currently listed on both NZX and ASX, are subject to market forces that can influence their price. There is no
guarantee that trading in shares post-Equity Raise will not lead to share prices that are less than what investors paid. EROAD’sshare prices may fluctuate due to a range of
factors including market-related forces, volatility, disclosed risk factors, unforeseen risks or extreme market conditions, the impact of currency fluctuations on portfolio values
or a combination of any of these factors.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

APPENDIX &
INTERNATIONAL
OFFER RESTRICTIONS
PAGE 35
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

EROAD IS A TRANSPORTATION TECHNOLOGY SERVICES COMPANY THAT SIMPLIFIES TAX AND COMPLIANCE
FOR ROAD TRANSPORT AND EMISSION REPORTING, CAPTURES DATA AND DELIVERS FLEET MANAGEMENT
INSIGHTS THAT TRANSFORM FLEET PERFORMANCE, SAFETY AND VEHICLE MAINTENANCE.
WE GET IT DONEWE DO WHAT’S RIGHTWE PLAY AS A TEAMWE LEARN & GROW
470
227,149
CUSTOMERS
10,260
UNITS
116,599
ACTIVE
PLATFORM USERS
ASSET RETENTION RATE
94.8%
DATA POINTS
33.7bn+
KM TRAVELLED
9.2bn+
RUC PURCHASED
(NZ)
$536m+
Our Values
256,805
ACTIVE DRIVERS
63%
CUSTOMERS WITH
EROAD >3YRS
API CALLS
205m+
TRIGGERED EVENTS
CAPTURED ON
VIDEO
352k+
EROADers
47%
CUSTOMERS USE
2+ PRODUCT
CATEGORIES
PAGE 36
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EROAD AT A GLANCE
Key highlights –FY23

PAGE 37
•Major North American food service operator with 15,000 delivery vehicles
•5-year agreement for fully-integrated CoreHub SaaS solutions to over 9,000 trucks
•18-month procurement process; upcoming 12-month planned rollout
•Growth potential beyond existing contract
“EROAD is more than just a technology provider. The team really
took the time to understand our challenges as well as our
dedication to corporate social responsibility and sustainability.
As a result, they presented a solution that not only addressed those
challenges and unique needs but is completely transforming our
approach to fleet management.
They’re helping us create an entirely new digital experience, and
we’re excited to see all of the benefits that will come from
working with EROAD.”
Daniel T. Purefoy, Chief Supply Chain
Operations Officer, Sysco Corporation
ACCELERATED ROADMAP & STRENGTHENED SOLUTION
ALLOWING FASTER PIVOT TOWARDS ENTERPRISE SALES
SYSCO | PIVOTING TO ENTERPRISE
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PAGE 38
GRAHAM STUART, INDEPENDENT DIRECTOR
-Previously CEO of Sealord Group
-CFO, then Director of Strategy & Growth at Fonterra
-On Boards of Vital Healthcare (VHP-NZX) and
Tower Insurance (TWR-NZX)
-Based in Auckland
-Former Chair, retiring at an appropriate date
later in 2023 to ensure an orderly transition
SARA GIFFORD, INDEPENDENT DIRECTOR
-Director of Spiro, co-founder and Director of
Activote (both based in NA)
-Previously Chief Solutions Officer and executive
board member of Quintiq
-Based in Boston, Massachusetts
SELWYN PELLETT, NON-EXECUTIVE DIRECTOR
-Founder and CEO of Coretex
-Previously Founder-CEO and Chairman of EndaceLtd
-Previously Sr. VP Avnet Asia and CEO Avnet Pacific
-20+ years of investing and growing technology
businesses from NZ
-2009 recipient of Fly Kiwi Award for contributions to NZ
Technology Sector
-Based in Auckland
BARRY EINSIG, INDEPENDENT DIRECTOR
-Advisor to companies on Transportation,
Business,Technology and ESG
-Previous advised Singapore Ministry of
Transportation on Highly Automated Vehicle
Program and created technology used in Public
Safety Networks
-Based in Pennsylvania
SUSAN PATERSON, CHAIR, INDEPENDENT DIRECTOR
-Professional Director with 25 years of governance
experience
-Previously senior executive and consultant to
several companies in New Zealand, the US and
Europe
-Chair of Steel & Tube Holdings Ltd, Theta Systems
and Evolution Healthcare, Director of Reserve Bank
of New Zealand
-Based in Auckland
DAVID GREEN, INDEPENDENT DIRECTOR
-Chair of BT Funds Management (NZ) Ltd and
MyFarm UF1 GP Ltd
-Independent Director of Westpac New Zealand
-Previously held senior executive roles at ANZ and
Deutsche Bank
-Based in Auckland
-Commenced role on 1 August 2023
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EROAD BOARD

Glossary
AMRR (ANNUALISED MONTHLY RECURRING
REVENUE)
Anon-GAAP measure representing monthly Recurring
Revenue for the last month of the period, multiplied by
12. It provides a 12 month forward view of revenue,
assuming unit numbers, pricing and foreign exchange
remain unchanged during the year.
ARPU (MONTHLY SAAS AVERAGE REVENUE PER
UNIT )
A non-GAAP measure that is calculated by dividing the
total SaaS Revenue for the year reported in Note 2 of
the FY23 Financial Statements, by the TCU balance at
the end of each month during the year.
ASSET RETENTION RATE
Thenumber ofTotalContractedUnitsatthe beginning
ofthe12monthperiodandretainedas TotalContracted
Unitsattheendofthe12monthperiod,asapercentage
ofTotal ContractedUnitsatthe beginningofthe12
monthperiod.
CAC (COSTS TO ACQUIRE CUSTOMERS)
Anon-GAAPmeasureofcoststoacquirecustomers.
TotalCACrepresentsallsales&marketingrelated
costs.CACcapitalisedincludesincrementalsales
commissionsfornewsales,upgradesandrenewals
whicharecapitalisedandamortisedoverthelifeof the
contract.AllotherCACrelatedcostsareexpensed
whenincurredandincludedwithinCACexpensed.
CHURN
The inverse of the asset retention rate.
COREHUB
EROAD’s next generation telematics hardware that
collects rich data, meets Electronic Logging Device
certification.
CTS (COSTS TO SERVICE & SUPPORT)
Anon-GAAPmeasureofcoststosupportandservice
customers.TotalCTSrepresentsall customersuccess
andproductsupportcosts. Thesecostsareincludedin
Administrative and otherOperatingExpenses.
CY (CALENDAR YEAR)
12monthsended31December
EBITDA
Anon-GAAPmeasurerepresentingEarnings
before Interest,Taxation,Depreciationand
Amortisation (EBITDA).ReferConsolidated
Statementof ComprehensiveIncomeinFinancial
Statements.
EBITDA MARGIN
Anon-GAAPmeasurerepresentingEBITDA
divided byRevenue.
EHUBO, EHUBO2 and EHUBO 2.2
EROAD’s first and second generation telematics
hardware. EHUBO is a trade mark registered in
New Zealand, Australia and the United States.
ELECTRONIC LOGGIING DEVICE (ELD)
An electronic solution that synchronises with a vehicle
engine to automatically record driving time and hours
of service records
ENTERPRISE
Acustomer where the $AMRR is more than $100k in $
for the Financial year reported
FCF (FREE CASH FLOW)
Anon-GAAPmeasurerepresentingoperatingcash flow
andinvestingcashflowreportedintheStatement of
CashFlows (excluding net interest paid).
FCI (FUTURE CONTRACTED INCOME)
Anon-GAAPmeasurewhichrepresentscontracted
SoftwareasaService(SaaS)incometoberecognised as
revenueinfutureperiods.ReferRevenueNote2of the
FY23 FinancialStatements.
FY (FINANCIAL YEAR)
Financialyearended31March.
H1 (HALF ONE)
Forthesixmonthsended30September.
H2 (HALF TWO)
Forthesixmonthsended31March.
LEASE DURATION
Future contracted income as a proportion of reported
revenue.
NON-GAAP FINANCIAL MEASURES
Includes AMRR, CAC, CTS, EBITDA, EBITDA Margin,
FCF, FCI, ARPU and all normalised financial
information.
NORMALISED EBIT
A non-GAAP measure that excludesone-off items
including acquisition accounting revenue ($9.6m)
and integration costs ($3.4m).
FY22normalisations include
acquisitionaccountingrevenue($1.3m), due
diligence costs ($2.0m),
transactioncosts($1.6m),and
integrationcosts($4.0m).
NORMALISED EBIT MARGIN
A non-GAAP measure that excludesone-offitems,
consistent with the definition provided for Normalised
EBIT
NORMALISED EBITDA
A non-GAAP measure that excludesone-off items
including acquisition accounting revenue ($9.6m)
and integration costs ($3.4m).
FY22normalisations include
acquisitionaccountingrevenue($1.3m), due
diligence costs ($2.0m),
transactioncosts($1.6m),and
integrationcosts($4.0m).
NORMALISED EBITDA MARGIN
A non-GAAP measure that excludesone-offitems,
consistent with the definition provided for Normalised
EBITDA
NORMALISED REVENUE
A non-GAAP measure that excludesthe one-off
acquisition accounting revenue in FY23 ($9.6m).
RUC (ROAD USER CHARGES)
InNew Zealand,RUCisapplicabletoHeavyVehicles and
allvehiclespoweredbyafuelnottaxedat source. The
chargesarepaidintoafundcalledtheNational Land
TransportFund,whichiscontrolledbyNZTA, andgo
towardsthecostof repairingtheroads.
SAAS
SoftwareasaService,amethodofsoftwaredelivery in
which software is accessed online via a subscription
rather than bought and installed on individual
computers.
SAAS REVENUE
Software as a service (SaaS) revenue represents
revenue earned from customer contracts for the
sale or rental of hardware, installation services
and provision of software services.
TOTAL CONTRACTED UNITS
Represents EROAD and Coretexbranded units
subject to a customer contract both on Depot and
pending instalment and Coretexbranded units
currently billed.
UNIT
A communication device fitted in-cab or on a trailer.
Where there is more than one unit fitted in-cab or
on a trailer, it is counted as one unit (excluding
Philips Connect units).
PAGE 39
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This presentation does not constitute an offer of entitlements (“Entitlements”) or new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the
Entitlements and New Shares may not be offered or sold in the institutional entitlement offer, in any country outside Australia and New Zealand except to the extent permitted below.
Australia
This document, the Institutional Placement, Institutional Offer and Bookbuilds are only made available in Australia to persons to whom an offer of securities can be made without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations
Act"), including in accordance with applicable exemptions in sections 708(8) (sophisticated investors) and 708(11) (professionalinvestors) of the Corporations Act. The Retail Offer is also being made to Australian resident Shareholders without a prospectus in
accordance with section 708AA of the Corporations Act (as modified by ASIC Instrument 2016/84 and ASIC Instrument 20-0854). ThisOffer Document is not a prospectus, product disclosure statement or any other form of disclosure document regulated by the
Corporations Act and has not been and will not be lodged with ASIC. Accordingly, this Offer Document may not contain all information which a prospective investor may require to make a decision whether to subscribes for New Shares and it does not containall
of the information which would otherwise be required by Australian law to be disclosed in a prospectus, product disclosure statement or other disclosure document. Neither ASIC nor ASX takes any responsibility for the contents of this Offer Document.
Germany
This document has not been, and will not be, registered with or approved by any securities regulator in Germany or elsewhere in the European Union. Accordingly, this document may not be made available, nor may the Entitlements or the New Shares be offered
for sale, in Germany except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129ofthe European Parliament and the Council of the European Union (the “Prospectus Regulation”).
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of Entitlements and New Shares in Germany is limited to persons who are “qualified investors” (as defined in Article 2(e) of the Prospectus Regulation).
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong
Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). Accordingly, this document may not be distributed, and the Entitlements and the New Shares may not be offered or sold, in Hong Kong other than to
“professional investors” (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will be issued, or has beenor will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of
which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Entitlements and the New Shares that are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors. No person allotted Entitlements or New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issueof such
securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional
advice.
Singapore
This document and any other materials relating to the Entitlements and the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other
document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Entitlements and New Shares, may not be issued, circulated or distributed, nor may the Entitlements and New Shares be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or
another exemption under the SFA.
This document has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward or circulate
this document to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire such securities. As such, investors are
advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as
amended (“FSMA”)) has been published or is intended to be published in respect of the Entitlements or the New Shares.
These securities may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a
confidential basis in the United Kingdom to “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any
other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Entitlements or the New Shares has only been communicated or caused to be communicated and
will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMAdoes not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act
2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated
(“relevant persons”). The investment to which this document relates is available only to relevant persons. Any person who is nota relevant person should not act or rely on this document.
United States
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Entitlements and the New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any
state or other jurisdiction of the United States. Accordingly, such securities may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state
securities laws.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
PAGE 40

ASX & NZX: ERD
investors@eroad.com |eroadglobal.com/investors
EROAD acknowledges the Indigenous Nations, First Peoples, Tangata Whenua and
Custodians of the lands and waterways on which our offices reside in New Zealand,
Australia and the United States of America. We express gratitude and appreciation
to these peoples for sharing their culture and traditions and stewarding these
lands. We recognise and pay respect to their elders, past, present and emerging.

---

Corporate Action Notice
(Other than for a Distribution)
Updated June 2023

Page 1 of 2

Section 1: Issuer information (mandatory)
Name of issuer EROAD Limited
Class of Financial Product Ordinary Shares
NZX ticker code ERD
ISIN (If unknown, check on NZX
website)
NZERDE0001S5
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer

Renounceable
Rights issue or
Accelerated
Offer
x
Capital
reconstruction

non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Record date 08/09/2023
Ex Date (one business day before the
Record Date)
07/09/2023
Currency NZ$/AU$
Section 2: Rights issue or Accelerated Offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
If Accelerated Offer, structure AREO, comprising:
(a) a pro-rata accelerated institutional entitlement
offer of new ordinary shares (New Shares) to
eligible institutional shareholders (Institutional
Offer); and
(b) a pro-rata retail entitlement offer of New Shares
to eligible retail shareholders (Retail Offer).
Number of Rights to be issued for
renounceable/non renounceable rights
offer, OR number of entitlements
available for security holders if
Accelerated Offer
54,922,109 (subject to rounding)
Maximum number of Financial Products
to be issued if offer is fully subscribed
54,922,109 (subject to rounding)
ISIN of Rights security (if applicable) N/A

2 of 2
Oversubscription facility N
Entitlement ratio (for example 1 for 3)
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Financial Product (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New 1 Existing


2.06
Treatment of fractions
Fractional entitlements will be rounded down to the
nearest share
Subscription price
(per Financial Product)
NZ$0.70 (or the AU$ price which will be announced
on 11 September 2023) per New Share
Letters of entitlement mailed 12/09/2023 (Retail Offer)
Offer open 07/09/2023 (Institutional Offer)
12/09/2023 (Retail Offer)
Offer close 07/09/2023 (Institutional Offer)
21/09/2023 (Retail Offer)
Quotation date (if Rights will be quoted) Rights will not be quoted
Allotment date Market open on:
18/09/2023 (Institutional Offer)
02/10/2023 (Retail Offer)
Section 7: Authority for this announcement (mandatory)
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 07/09/2023

---

This appendix is available as an online form
Only use this form if the online version is not available +Rule 3.10.3

+ See chapter 19 for defined terms
5 June 2021 Page 1
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are
in an existing class of security, and the event timetable includes rights (or entitlement for non-
renounceable issues), and deferred settlement trading or a representation of such, ASX requires the
issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading.
This code will be different to the existing class. If the securities do not rank equally with the existing
class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 2
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
EROAD Limited (EROAD)
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ARBN 643 840 519
1.3 *ASX issuer code ERD
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
Not applicable

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 3
1.4b
*Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.
Not applicable
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
Not applicable
1.4d
*Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
Not applicable
1.5 *Date of this announcement 7 September 2023
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.

☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☒ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☐ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a
*The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☒ Renounceable
1.6b
*The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☒ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 4
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the entitlement offer can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the
entitlement offer in
Appendix 7A of the
listing rules.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 5
Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1
*Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
ERD: ORDINARY FULLY PAID FOREIGN
EXEMPT NZX
3D.2
*Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
ERD: ORDINARY FULLY PAID FOREIGN
EXEMPT NZX
3D.3 *Has the offer ratio been determined? Yes
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
1 New Share for every 2.06 Existing Shares
3D.3b
*How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
Not applicable
3D.4
*What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☒ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5
*Maximum number of +securities proposed
to be issued (subject to rounding)
54,922,109
3D.6
*Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
No
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
Not applicable
3D.7
*Will a scale back be applied if the offer is
over-subscribed?
No

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 6
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
Not applicable
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZD and AUD
3D.9
*Has the offer price for the institutional offer
been determined?
Yes
3D.9a
*What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.9 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
$0.70 NZD (or the AUD price which will be
announced on 11 September 2023) per New
Share
3D.9b
*How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
Not applicable
3D.9c
*Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
No
3D.9d
*Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q3D.9c is “Yes”.
Not applicable.
3D.10
*Has the offer price for the retail offer been
determined?
Yes

This appendix is available as an online form Appendix 3B
Proposed issue of +securities
+ See chapter 19 for defined terms
5 June 2021 Page 7
3D.10a
*What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.10 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.

The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
$0.70 NZD (or the AUD price which will be
announced on 11 September 2023) per New
Share
3D.10b
*How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.
Not applicable
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
7 September 2023
3E.1b *Announcement date of accelerated offer 7 September 2023
3E.2
*Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
11 September 2023
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only
Not applicable
3E.4 *Rights trading commences
For PAITREO offers only
Not applicable
3E.5
*Date offer will be made to eligible
institutional +security holders
7 September 2023
3E.6
*Application closing date for institutional
+security holders
7 September 2023
3E.7 Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers
8 September 2023