Capital Change Notice – Issue of Performance Share Rights

100565613/3447-5198-9027.2

Template
Capital Change Notice
Updated as at 17 October 2019


Section 1: Issuer information
Name of issuer EROAD Limited
NZX ticker code ERD
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZERDE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 61,513
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Not applicable
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Fully paid ordinary shares
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)
0.033%
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)
Not applicable
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Vesting of PSRs granted to the
participant in this grant.
Board resolution dated 30 June
2023.

EROAD wishes to correct the
Capital Change Notice released
through MAP on 7 July 2023. That
notice had a typographical error
and incorrectly recorded the dates
the second and third tranches of
PSRs become exercisable. The
correct details pursuant to the
second and third tranches are as
follows:
Second tranche
The second tranche of PSRs
becomes exercisable on the
participant remaining employed on
30 September 2023 and in certain
other circumstances.

100565613/3447-5198-9027.2

Third tranche
The third tranche of PSRs
becomes exercisable on the
participant remaining employed on
30 September 2024 and in certain
other circumstances.
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
184,736,058 ordinary shares.
No treasury stock held.
Class held as Treasury Stock after the
issue/acquisition/redemption.
220,462 PSRs remain on issue
under this grant.
156,964 PSRs have lapsed under
the EROAD Share Retention Plan
to account for participant tax
liability which is paid in cash to the
relevant tax authorities.

In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD Share Retention
Plan (403,691 PSRs).
• EROAD Long Term
Incentive Scheme
(1,450,911 PSRs).
• EROAD Long Term
Incentive Scheme (278,437
PSRs).
• EROAD Long Term
Incentive Scheme (42,187
PSRs).
• EROAD Performance
Share Right Plan (145,671
(PSRs).
• 56,949 PSRs of the same
Class from the FY20 Grant
under the EROAD Long
Term Incentive Scheme
remain on issue.
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution dated 30 June
2023
NZX Listing Rule 4.6.1 and
4.9.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The shares rank pari passu with
existing ordinary shares
Date of issue/acquisition/redemption 22 November 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

100565613/3447-5198-9027.2

Contact email address Eleanor.koningham@eroad.com
Date of release through MAP 23 November 2023

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Application for quotation of +securities
Application for quotation of +securities
1 / 6
Announcement Summary
Entity name
EROAD LIMITED
Announcement Type
New announcement
Date of this announcement
Wednesday November 22, 2023
The +securities to be quoted are:
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
ERDORDINARY FULLY PAID FOREIGN EXEMPT
NZX
61,51322/11/2023
Refer to next page for full details of the announcement
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities
being converted

Application for quotation of +securities
Application for quotation of +securities
2 / 6
Part 1 - Entity and announcement details
1.1 Name of entity
EROAD LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
1.2 Registered number type
ARBN
Registration number
643840519
1.3 ASX issuer code
ERD
1.4 The announcement is
1.5 Date of this announcement
22/11/2023
New announcement

Application for quotation of +securities
Application for quotation of +securities
3 / 6
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
2.2 The +securities to be quoted are:
Additional +securities in a class that is already quoted on ASX ("existing class")
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities
being converted

Application for quotation of +securities
Application for quotation of +securities
4 / 6
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
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
ERDAA : PERFORMANCE SHARE RIGHTS
TO (Existing Class)
ASX +security code and description
ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
61,513
The first date the options were
exercised or other +convertible
securities were converted
22/11/2023
The last date the options were
exercised or other +convertible
securities were converted
22/11/2023
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)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
The underlying securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Issue date
22/11/2023
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
No
Yes
Intended to be, but are not yet, quoted by ASX
An issue of new +securities
No

Application for quotation of +securities
Application for quotation of +securities
5 / 6
Issue details
Number of +securities to be quoted
61,513
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Securities were issued for nil consideration under EROAD's Share Retention Plan.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.640000
Any other information the entity wishes to provide about the +securities to be quoted
Not applicable.
No

Application for quotation of +securities
Application for quotation of +securities
6 / 6
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:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one
application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX184,692,687
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 RIGHTS1,667,835