Capital Change Notice – Issue of Performance Share Rights

Template
Capital Change Notice

Updated as at June 2023

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 EROAD Share Retention
Plan (Plan).
ISIN (If unknown, check on NZX website)
N/A
Currency
NZD
Section 2: Capital change details
Number issued/acquired/redeemed
457,253
Nominal value (if any)
Nil
Issue/acquisition/redemption price per security
Nil
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the PSRs. The PSRs have a set
exercise price of $0.
Amount paid up (if not in full)
N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
1

The PSRs for the Grant comprise
19% 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
Share Retention Plan are
eligible for vesting on 5
March 2025 provided the
participant remains
employed on 5 March
2025 and no termination
notice has been received.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of 457,253 PSRs for the
participant under the Plan.
Further background regarding
EROAD’s Remuneration
Framework can be found in
EROAD’s Annual Report.
Board resolution dated 3 May
2024.
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.
EROAD has a total of 2,867,703
PSRs on issue.
This total includes this PSR issue,
and PSRs issued in connection
with the following grants:

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

• EROAD Share Retention
Grant 403,691 PSRs
• EROAD FY24 LTI Grant
1,450,911 PSRs
• EROAD FY24 LTI Grant
278,437 PSRs
• EROAD Share Retention
Grant 220,462 PSRs
• 56,949 PSRs of the same
class from the FY20 EROAD
LTI Grant remain on issue.
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 3
May 2024.
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.
Date of issue/acquisition/redemption
2

03/05/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Ksenija Chobanovich
Contact person for this announcement
Ksenija Chobanovich
Contact phone number
027 203 2555
Contact email address
ksenija.chobanovich@eroad.com
Date of release through MAP

03/05/2024


2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).