EROAD/Announcement
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Appendix 2A

Capital Change17 September 2023ERDIndustrials

This appendix is available as an online form
Only use this form if the online version is not available +Rule 2.8, 3.10.3A to 3.10.3D

+ See chapter 19 for defined terms

5 June 2021 Page 1

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. 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 seeking quotation of a new class of

+securities other than CDIs, you will need to obtain and provide an International Securities

Identification Number (ISIN) for that class. 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.

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named) apply for

+quotation of the following +securities and

agree to the matters set out in

Appendix 2A of the ASX Listing Rules.

1


EROAD Limited

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.

Updated number of shares issued under

Institutional Offer and Institutional Bookbuild

1.4b

*Date of previous announcement to this

update

Answer this question if your response to Q 1.4 is an

update/amendment to previous announcement.

15 September 2023

1.4c *Reason for cancellation

Answer this question if your response to Q 1.4 is “A

cancellation of a previous announcement”

Not applicable


1

Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue

will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the

application of, or the entity’s capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-sale of

securities and other financial products and consult your legal adviser.

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 2

1.4d

*Date of previous announcement to this

cancellation

Answer this question if your response to Q 1.4 is “A

cancellation of a previous announcement”

Not applicable

1.5 *Date of this announcement 18 September 2023

Part 2 – Type of issue

Question

No.

Question Answer

2.1 *The +securities to be quoted are:

Select whichever item is applicable.

If you wish to apply for quotation of different types of

issues of securities, please complete a separate

Appendix 2A for each type of issue.

☒ +Securities issued as part of a

transaction or transactions previously

announced to the market in an

Appendix 3B

☐ +Securities issued under a +dividend or

distribution plan

☐ +Securities issued, transferred or re-

classified as a result of options being

exercised or other +convertible

securities being converted

☐ Unquoted partly paid +securities that

have been fully paid up and are now to

become quoted fully paid +securities

Note: there is no need to apply for quotation of

the fully paid securities if the partly paid securities

were already quoted

☐ +Restricted securities where the escrow

period has expired or is about to expire

☐ +Securities previously issued under an

+employee incentive scheme where the

restrictions on transfer have ceased or

are about to cease

☐ +Securities issued under an +employee

incentive scheme that are not subject to

a restriction on transfer or that are to be

quoted notwithstanding there is a

restriction on transfer

☐ Other [please specify]

If you have selected ‘other’ please explain the

circumstances of the issue here:

2.1a

*Have the +securities to be quoted been

issued yet?

Yes

2.1a.1 *What was their date of issue?

Answer this question if your response to Q2.1a is

“Yes”.

18 September 2023

2.1a.2 *What is their proposed date of issue?

Answer this question if your response to Q2.1a is “No”.

Not applicable

2.2a.1

*Date of Appendix 3B notifying the market

of the proposed issue of +securities for

which quotation is now being sought

Answer this question if your response to Q2.1 is

“Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B”

7 September 2023

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 3

2.2a.2

*Are there any further issues of +securities

yet to take place to complete the

transaction(s) referred to in the

Appendix 3B?

Answer this question if your response to Q2.1 is

“Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B”.

Yes

2.2a.2.1

*Please provide details of the further issues

of +securities yet to take place to complete

the transaction(s) referred to in the

Appendix 3B

Answer this question if your response to Q2.1 is

“Securities issued as part of a transaction or

transactions previously announced to the market in an

Appendix 3B” and your response to Q2.2a.2 is “Yes”.

Please provide details of the proposed dates and

number of securities for the further issues. This may

be the case, for example, if the Appendix 3B related to

an accelerated pro rata offer with an institutional

component being quoted on one date and a retail

component being quoted on a later date.

Further issue of ordinary shares under the

retail component of the accelerated

renounceable rights issue, which is

expected to occur on 29 September 2023.

EROAD expects that approximately 29.7

million ordinary shares will be issued under

the retail component of the accelerated

renounceable entitlement offer (subject to

rounding and final reconciliation of

shareholder entitlements).


2.2b.1

Date of Appendix 3A.1 lodged with ASX in

relation to the underlying +dividend or

distribution

Answer this question if your response to Q2.1 is

“Securities issued under a dividend or distribution

plan”.

Not applicable

2.2c.1

Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code)

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.

Not applicable

2.2c.2

And the date the options were exercised or

other +convertible securities were

converted

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.

Note: If this occurred over a range of dates, enter the

first date and last date of the period in which the

options were exercised or convertible securities were

converted.

Not applicable

2.2c.3

Is this all of the options or other

+convertible securities on issue of that type

(ie have all of those options now been

exercised or have all of those convertible

securities now been converted)?

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.

Not applicable

2.2c.4

The right of the holder of the options or

other +convertible securities to receive the

+underlying securities is being satisfied by:

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.

Not applicable

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 4

2.2c.5

The underlying securities being received by

the holder are:

Answer this question if your response to Q2.1 is

“Securities issued, transferred or re-classified as a

result of options being exercised or other convertible

securities being converted”.

Not applicable

2.2c.6

Were the options being exercised or other

+convertible securities being converted

issued under an +employee incentive

scheme?

Answer this question if your response to Q2.1 is “Securities

issued, transferred or re-classified as a result of options

being exercised or other convertible securities being

converted”.

Not applicable

2.2c.7

*Are any of the options being exercised or

other +convertible securities being

converted held by +key management

personnel (KMP) or an +associate?

Answer this question if your response to Q2.1 is “Securities

issued, transferred or re-classified as a result of options

being exercised or other convertible securities being

converted” and your response to Q2.2c.6 is “Yes”.

Not applicable

2.2c.7.a

*Provide details of the KMP or +associates who are exercising options or converting

convertible securities.

Answer this question if your response to Q2.1 is “Securities issued, transferred or re-classified as a result of

options being exercised or other convertible securities being converted”, your response to Q2.2c.6 is “Yes” and

your response to Q2.2c.7 is “Yes”. Repeat the detail in the table below for each KMP involved. If the options or

other convertible securities are held by the KMP, repeat the name of the KMP or insert “Same” in “Name of

registered holder”. If the options or other convertible securities are held by an associate of a KMP, insert the

name of the associate in “Name of registered holder”.

Not applicable

Name of KMP

[200 characters]

Name of registered holder

[200 characters]

Number of options

being exercised or

other +convertible

securities being

converted

[16 characters]



2.2d.1

Please state the number and type of

unquoted partly paid +securities (including

their ASX security code) that have been

fully paid up and that are now to become

quoted on ASX

Answer this question if your response to Q2.1 is “Partly

paid securities that have been fully paid up and are

now to become quoted fully paid securities”.

Not applicable

2.2d.2 And the date the

+

securities were fully paid

up

Answer this question if your response to Q2.1 is “Partly

paid securities that have been fully paid up and are

now to become quoted fully paid securities”.

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

Not applicable

2.2d.3

Is this all of the partly paid +securities on

issue of that type (ie have all of those partly

paid securities now been fully paid up)?

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been fully

paid up and are now to become quoted fully paid

securities”.

Not applicable

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 5

2.2e.1

Please state the number and type of

+restricted securities (including their ASX

security code) where the escrow period has

expired or is about to expire

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.

Not applicable

2.2e.2

And the date the escrow restrictions have

ceased or will cease

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.

Note: If this occurred over a range of dates, enter the

date the last of the escrow restrictions has ceased or

will cease.

Not applicable

2.2f.1

Please state the number and type of

+securities (including their ASX security

code) previously issued under the

+employee incentive scheme where the

restrictions on transfer have ceased or are

about to cease

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.

Not applicable

2.2f.2

And the date the restrictions on transfer

have ceased or will cease:

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.

Note: If this occurred over a range of dates, enter the

date the last of the restrictions on transfer has ceased

or will cease.

Not applicable

2.2g.1

Please state the number and type of

+securities (including their ASX security

code) issued under the +employee

incentive scheme that are not subject to a

restriction on transfer or that are to be

quoted notwithstanding there is a restriction

on transfer

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

Not applicable

2.2g.2

*Please attach a document or provide

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a summary

of the terms.

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

Not applicable

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 6

2.2g.3

*Are any of these +securities being issued

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

Not applicable

2.2g.3.a *Provide details of the KMP or +associates being issued +securities.

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are

not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”

and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If

the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered

holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of

registered holder”.

Not applicable


Name of KMP

[200 characters]

Name of registered holder

[200 characters]

Number of +securities

[16 characters]



2.2h.1

*Were the +securities issued for a cash

consideration?

Answer this question if your response to Q2.1 is

“Other”.

If the securities are being issued for nil cash

consideration, answer this question “No”.

Not applicable

2.2h.1.a

*In what currency was the cash

consideration paid?

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “Yes”.

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Not applicable

2.2h.1.b *What was the issue price per +security

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “Yes”, and by

reference to the issue currency provided in your

response to Q2.2h.1.a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q2.2h.1 as “No” and complete Q2.2h.1.c.

Not applicable

2.2h.1.c

Please describe the consideration provided

for the +securities

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “No”.

Not applicable

2.2h.1.d

Please provide an estimate (in AUD) of the

value of the consideration provided per

+security for the +securities to be quoted

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2h.1 is “No”.

Not applicable

2.2h.2

*The purpose(s) for which the entity is

issuing the +securities is:

Answer this question if your response to Q2.1 is

“Other”.

You may select one or more of the items in the list.

Not applicable

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 7

2.2h.3

*Please provide any further information

needed to understand the circumstances in

which you are applying to have these

+securities quoted on ASX, including why

the issue of the +securities has not been

previously announced to the market in an

Appendix 3B

You must answer this question if your response to

Q2.1 is “Other”. If there is no other information to

provide, please answer “Not applicable” or “N/A”.

Not applicable

2.2i

*Have these +securities been offered under

a +disclosure document or +PDS?

Answer this question if your response to Q2.1 is

“Other”.

Not applicable

2.2i.1 *Date of +disclosure document or +PDS?

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2i is “Yes”.

Under the Corporations Act, the entity must apply for

quotation of the securities within 7 days of the date of

the disclosure document or PDS.

Not applicable

2.3

*Any on-sale of the +securities to be quoted

within 12 months of their date of issue will

comply with the secondary sale provisions

in sections 707(3) and 1012C(6) of the

Corporations Act by virtue of:

Answer this question if your response to Q2.1 is

“Other” and your response to Q2.2i is “No”.

Note: Under Appendix 2A of the Listing Rules, when

the entity applies for quotation of securities, it gives a

warranty that an offer of the securities for sale within

12 months after their issue will not require disclosure

under section 707(3) or 1012C(6) of the Corporations

Act.

If you are in any doubt as to the application of, or the

entity’s capacity to give, this warranty, please see

ASIC Regulatory Guide 173 Disclosure for on-sale of

securities and other financial products and consult

your legal adviser.

Not applicable

2.4 *The +securities to be quoted are:

Tick whichever is applicable

☒ Additional +securities in a class that is

already quoted on ASX ("existing

class")

☐ New +securities in a class that is not yet

quoted on ASX ("new class")


This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 8

Part 3A – number and type of +securities to be quoted (existing class or

new class) where issue has previously been notified to ASX in

an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Securities issued as part of a transaction or transactions

previously announced to the market in an Appendix 3B”.

Question

No.

Question Answer

3A.1 *ASX security code & description

ERD – Ordinary fully paid foreign exempt

NZX

3A.2 *Number of +securities to be quoted 41,742,072 shares, being:

• 16,571,429 shares issued under the

Institutional Placement announced on 7

September 2023.

• 25,170,643 shares issued under the

Institutional Offer and Institutional

Bookbuild announced on 7 September

2023.

3A.3

Any other information the entity wishes to

provide about the +securities to be quoted

Not applicable

3A.4

*Provide a distribution schedule for the new +securities according to the categories set out

in the left hand column – including the number of recipients and the total percentage of the

new +securities held by the recipients in each category. Not applicable

Number of +securities held Number of holders

Total percentage of

+securities held

1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over

Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not

have to answer this question), your response to Q2.4 is “new class” and the securities to be quoted have already

been issued.

Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to

ASX a list of the 20 largest recipients of the new securities, and the number and percentage of the new securities

received by each of those recipients, and a distribution schedule for the securities when they are issued.


This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 9

Part 3B – number and type of +securities to be quoted (existing class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Securities issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.4 is “existing class”. If your

response to Q2.1 is “Securities issued, transferred or re-classified as a result of options being exercised or other convertible

securities being converted”, the questions in this part relate to the securities being issued, transferred or reclassified as a result

of the exercise of the options or the conversion of the convertible securities. If your response to Q2.1 is “Unquoted partly paid

securities that have been fully paid up and are now to become quoted fully paid securities”, the questions in this part relate to

the fully paid securities arising from that payment up. Otherwise, the questions in this part relate to the securities issued by the

entity which are to be quoted on ASX and which are described in the response to Q2.1.

Part not applicable (deleted)


This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 10

Part 3C – number and type of +securities to be quoted (new class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Securities issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.4 is “new class”. If your response

to Q2.1 is “Securities issued, transferred or re-classified as a result of options being exercised or other convertible securities

being converted”, the questions in this part relate to the securities being issued, transferred or reclassified as a result of the

exercise of the options or the conversion of the convertible securities. If your response to Q2.1 is “Unquoted partly paid

securities that have been fully paid up and are now to become quoted fully paid securities”, the questions in this part relate to

the fully paid securities arising from that payment up. Otherwise, the questions in this part relate to the securities issued by the

entity which are to be quoted on ASX and which are described in the response to Q2.1.

Part not applicable (deleted)

Part 4 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity

will comprise:

Note: the figures provided in the tables in sections 4.1 and 4.2 below are used to calculate the total market capitalisation of the

entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by

the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 4.1 and

include in the table in section 4.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 4.1 if you are applying to have them quoted because the

escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 4.2.

4.1

*Quoted +securities (total number of each +class of +securities quoted on ASX following

the +quotation of the +securities the subject of this application)

ASX security code and description Total number of +securities on issue

ERD – Ordinary fully paid foreign exempt NZX





154,881,618


4.2

*Unquoted +securities (total number of each +class of +securities issued but not quoted

on ASX):

ASX security code and description Total number of +securities on issue

ERDAA: Performance share rights




2,764,417


Part 5 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt

Listings do not need to complete this Part) and your response to Q2.1 is:

- “Securities issued under a dividend/distribution plan”;

- “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be

quoted notwithstanding there is a restriction on transfer”; or

- “Other”.

Note that if your response to Q2.1 is “Securities issued as part of a transaction or transactions previously announced to the

market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

Part not applicable (deleted)

This appendix is available as an online form Appendix 2A
Application for quotation of +securities

+ See chapter 19 for defined terms

5 June 2021 Page 11

Introduced 01/12/19; amended 31/01/20; 05/06/21

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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