Capital Change Notice – Issue of Performance Share Rights

Template
Capital Change Notice
Updated as at 17 October 2019
100565613/3451-0475-0884.1




Section 1: Issuer information
Name of issuer EROAD Limited (EROAD)
NZX ticker code ERD
Class of financial product
Unquoted Performance Share
Rights (PSRs), convertible to
EROAD ordinary shares
pursuant to the 2024 Grant
(2024 Grant) under EROAD’s
Long Term Incentive Plan
(Plan).
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 42,187
Nominal value (if any) Nil
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the PSRs. The PSRs have a set
exercise price of $0.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
The PSRs for the 2024 Grant
comprise 2.38% of the financial
products of that class.
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or
the Option (for example, the exercise price and exercise
date)
The PSRs issued under the
2024 Grant comprise three
tranches.
First Tranche
The first tranche of PSRs
becomes exercisable on a
participant remaining employed
on 31 March 2026 and in certain
other circumstances.
Second Tranche
The second tranche of PSRs
becomes exercisable where
EROAD’s total shareholder
return (TSR) calculated over a
period ending after the release
of its results for the year ended
31 March 2026 is at least
greater than the 40
th
percentile
of the constituents of the
S&P/ASX All Technology Index

100565613/3451-0475-0884.1



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

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

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

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

Template
Capital Change Notice
Updated as at 17 October 2019
100565613/3451-0475-0884.1


Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 42,187 PSRs for the
2024 Grant under the Plan.
Further background regarding
EROAD’s FY24 Remuneration
Framework and the Plan can be
found in EROAD’s corporate
governance roadshow released
to NZX and ASX on 6 June
2023.
Board resolution dated 16
October 2023.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the
Class held as Treasury Stock after the
issue/acquisition/redemption.
1,771,535 PSRs
In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD Share Retention
Plan (440,924 PSRs).
• EROAD PSR Plan (467,651
PSRs).
• EROAD LTI Plan (70,000
PSRs).
• EROAD FY20 LTI Plan
(56,949 PSRs remain on
issue – restated from previous
Capital Change Notices).
No PSRs or EROAD Limited
ordinary shares are held as
treasury stock
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution dated 16
October 2023.
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
Share Rights are not
transferrable and do not entitle
the holder to receive dividends
or other distributions, or vote in
respect of EROAD ordinary
shares although under the
terms of the plan an additional
number of shares will be issued
on conversion of fully vested
PSRs to reflect dividends paid
on EROAD Limited shares prior
to exercise.
Any ordinary shares issued on
the valid exercise of PSRs will
rank equally with existing
ordinary shares.

100565613/3451-0475-0884.1


Date of issue/acquisition/redemption 16 October 2023
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Eleanor Koningham
Contact person for this announcement Eleanor Koningham
Contact phone number 021 0276 1650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP 16 October 2023