EROAD 2024 Corporate Governance Roadshow

TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz
EROAD 2024 Corporate Governance Roadshow
AUCKLAND, 7 May 2024: Transport technology services company EROAD Limited (NZX/ASX: ERD)
attaches a copy of the Corporate Governance Roadshow presentation that will be presented to
investors in the coming weeks by Susan Paterson - Board Chair, Sara Gifford - Director and Chair of the
People and Culture Committee, and Ksenija Chobanovich - EROAD’s General Counsel.
Authorised for release to the NZX and ASX by EROAD’s General Counsel & Company Secretary,
Ksenija Chobanovich.

Ends
For Investor enquiries please contact:
Jason Kepecs
Jason.kepecs@eroad.com
NZ contact: +64 21 990 474
AU contact: +61 47 7711 136
For Media enquiries please contact:
Richard Llewellyn
richard@shanahan.nz
+64 27 523 2362


About EROAD
EROAD is a fully integrated technology, tolling and services provider, based in Auckland, New Zealand, and
serving customers in New Zealand, Australia and North America. They were the first company in the world to
implement a GNSS/cellular-based road charging solution across an entire country. They design and manufacture
in-vehicle hardware, operate secure payment and merchant gateways and offer web-based value-added services.
EROAD modernises road charging and compliance for road transport by replacing paper-based systems with easy-
to-use electronic systems. They are the largest provider of road user charges (RUC) compliance in New Zealand,
and a leading provider of health and safety compliance and fleet management solutions. EROAD is listed on the
New Zealand Stock Exchange (NZX) and Australian Stock Exchange (ASX) under the stock symbol of ERD.
www.eroad.co.nz

---

1
EROAD
Governance
Roadshow
Susan Paterson,EROADChair
Sara Gifford, Director
KsenijaChobanovich,GeneralCounsel and Company Secretary
May2024

IMPORTANTINFORMATION
Theinformationinthispresentationis ofa generalnature
anddoes notconstitutefinancialproductadvice,
investmentadviceorany
recommendation.Nothinginthispresentationconstitutes
legal,financial, taxor other advice.
Thispresentationmaycontainprojectionsorforward-
looking statementsregardinga varietyofitems.Such
projectionsorforward- lookingstatementsarebasedon
currentexpectations,estimatesand assumptionsandare
subjecttoa numberofrisks,uncertaintiesand assumptions.
Thereis noassurancethatresultscontemplatedinany
projectionsor forward-lookingstatementsinthis
presentationwillberealised.Actual resultsmaydiffer
materiallyfromthoseprojectedinthispresentation. No
personis underanyobligationtoupdatethispresentationat
any timeafteritsreleasetoyouortoprovideyouwithfurther
information about EROAD.
Whilereasonablecarehasbeentakenincompilingthis
presentation, noneofEROADnoritssubsidiaries,directors,
employees,agentsoradvisers(tothemaximumextent
permittedbylaw)givesany warrantyorrepresentation
(expressorimplied)astotheaccuracy, completenessor
reliabilityoftheinformationcontainedinit nortakes any
responsibilityforit.Theinformationinthispresentationhas
not beenandwillnotbeindependentlyverifiedoraudited.
All financial information is in New Zealand dollars unless
otherwise stated.
NON-GAAPMEASURES
EROADhasusednon-GAAPmeasureswhendiscussing
financial performanceinthisdocument.Thedirectorsand
management believethatthesemeasuresprovideuseful
informationastheyare usedinternallytoevaluate
performanceofbusinessunits,toestablish operational
goalsandtoallocateresources.Non-GAAPmeasuresare
notpreparedinaccordancewithNZIFRS(NewZealand
InternationalFinancialReportingStandards)andarenot
uniformlydefined,therefore thenon-GAAPmeasures
reportedinthisdocumentmaynotbe comparablewith
thosethatothercompaniesreportandshouldnotbe
viewedinisolationorconsideredasa substitutefor
measuresreported byEROADinaccordancewithNZIFRS.
Thenon-GAAPmeasuresarenotsubjecttoauditorreview.
PAGE 2

FY24 Highlights
PAGE 7
EROAD expects to be Free
Cash Flow positive in the latter
part of calendar 2024
Free Cash Flow
Two new directors joined
the Board in FY24
Board renewal
Collaborating with Microsoft who enables
use of Generative AI
Partnered with Trane Technologies for direct
integrations with their ThermoKing
Transport Refrigerated Units
Strategic Collaborations
Continued Strategy Execution
•Appointed new Co-CEO David Kenneson in the US.
Partnering with Co-CEO Mark Heine in NZ, to drive North
American growth strategy while executing on ANZ initiatives.
•Achieved $20m of annualised cost savings over FY23 and
FY24 though optimisation of organisational structure and
supplier renegotiations.
•Achieved 250k unit milestoneglobally
•Accelerated 4G upgrade program on track
Developed and launched decarbonisation
dashboards to help our customers measure
and reduce their emissions
Sustainability
$175m-$180m
REVENUE
$0m-$5m
NORMALISED EBIT
$30m
R&D SPEND
FY24
Guidance
PAGE 3

BARRYEINSIG
2,3
Independent Director
Appointed January 2020
DAVID GREEN
1,2,4
Independent Director
Appointed August 2023
SARAGIFFORD
2,3,4
Independent Director
Appointed April 2022
SELWYNPELLETT1
1,2,3
Non-Executive Director
Appointed December 2021
Our Board
•Cameron Kinloch, a North America
based director, joined the Board in
March 2024
•David Green, a New Zealand based
director, joined the Board in
August 2023
•External Board review in FY25 now
that the onboarding of additional
directors is completed
1
Member of Finance, Risk and Audit Committee.
2
Member of Nomination Committee.
3
Member of Technology Committee.
4
Member of People and Culture Committee.
BOARDSTATS
•3/6 directorsfemale
•5/6 directors independent
•Average collective tenure 2.5 years
CAMERON KINLOCH
1,2
Independent Director
Appointed March 2024
SUSANPATERSON
1,2,4
Chair, Independent
Director
Appointed March 2019
PAGE 4

BUSINESS CONTEXTCAPABILITYKEY ELEMENTBOARD SKILLS
A depth of industry
experience and awareness
of sector trends
Executiveindustry
experience
Mordernexecutive telematic hardware
experience Hardware R&D
ProductsoftwareFleet management or adjacent software
development /
Data-driven innovation and growth / Deep
software development experience
Transportand supply
chain
Strong insight into transport –systems, trends /
Fleet management / Supply chain regulation /
Sustainability /
Customer perspective
Driving long-term value
creation through serving
customer needs
ModerntechnologiesSaaS businesses Data analytics / AI / Strong scale
tech networks / Modern cloud expertise /
Cybersecurity /
Key trends in tech sector
Techgo-to-ma rket
strategyandsa les
Sales channel leadership experience –digital and
enterprise selling / Customer-centric strategies /
Identifying new growth opportunities / Building
world-class sales capability / Go-to-market
strategy / Driving revenue growth –beyond $1bn
Digitalproduct
marketing
Tech sector marketing / Building customer
insight / Brand development
Keycustomer
segmentinsight
NewZealand
NorthAmerica
Australia
Scaling experience to
guide EROAD growth
towards a $1b company
Sca lesoftwa re
Compa ny
Scalinga technologyorSaaSorganisation –
beyond$1b
Growthstrategydevelopmentandexecution
Capitalmarketleadership
Investment
Directexposuretoinvestmentsin technology
companiesthathavesuccessfullyscaled / M&A/
takeovers / Long-termvaluecreationFinance/
investmentcommunityinsight
Technology
infrastructure
ScaleIT infrastructure Technologytrends
Technologyrisk
Ensuring we have the right skills around the board table
BOARD SKILLS
At Board level, diversity allows EROAD to benefit from a range of different perspectives that
collectively lead to healthier debate and decision-making. The Board considers that Barry Einsig
and Selwyn Pellett have transport industry specific experience. Susan Paterson, David Green
and Cameron Kinloch bring listed company and finance / risk experience. Sara Gifford, Barry Einsig,
Selwyn Pellett and Cameron Kinloch have extensive experience in technology solutions. Overall, the
Board’s skillset is as set out in the following table.
BUSINESS CONTEXTCAPABILITYKEY ELEMENTBOARD SKILLS
Supporting financial and
culture growth as scale and
complexity builds
FinanceScale public company governance experience - NZX,
ASX, NASDAQ ESG / Shareholder engagement and
partnering / Chair succession potential
Peopleand
compensation
Corporate culture and diversity & inclusion Executive
compensation experience / Employee engagement /
Performance and talent / H&S
Driving best practice in
governance and strategic
leadership
Listedgovernance
Scalepubliccompanygovernanceexperience- NZX,
ASX,NASDAQESG/ Shareholderengagementand
partnering / Chairsuccessionpotential
Demographic
diversity
Gender,ethnicity,age
THE KEY
High capabilityModerate capability
PAGE 5

FY24 a year of Activity
•Board renewal undertaken:
•David Green joined the Board effective 1 August 2023
•Cameron Kinloch joined the Board effective 28 March 2024
•EROAD's founder, Steven Newman, joined the Board’s Technology Committee as aconsultant
•Executive team changes:
•Co-CEOs appointed as part of the next phase of EROAD’s global growth strategy.
•CTO appointment announced withDuanneO’Brien joining the company on 18June
2024.
•Key enterprise customer wins and expansions during the year:
•Programmedin Australia (+3k connections),
•renewedand expanded Boral (+1.3k connections) in Australia and Kinetic (owner ofNZ
Bus +1k connections) in New Zealand, and
•expandedUS Foods (+600 connections) in North America.
•Successfullycompleted an underwritten capital raise of $50m concurrentlywith
a restructuringof the company's credit facilities providing a strongbalance sheet to execute
on the company'sstrategy.
•Market guidance issued on 24 May 2023 and confirmed on 29 November 2023.
•Brillian APAC Pty Ltd ("Volaris") presented an unsolicited, non-binding indicative proposal
(NBIO) in June 2023 to acquire 100% of EROAD's shares. After thorough review, the Board
found the proposal materially undervalued EROAD's business. Consequently, neither party
pursued the matter further and Volariscontinues to remain a major shareholder.
PAGE 6

What’son the
Board’s agenda
for FY25?
•Continuing to focus on repositioning
the business, driving operational
leverage and a pathway to growth.
•Co-CEO Partnership todrive focus on
sales and marketingwith strong
understanding of USmarket
•Leveraging third party
partnershipsfor business growth and
expertiseutilisation
•Takingadvantage of opportunities
presented by NZ Government policy
changes for RUC for all vehicles
•Focus on sustainability initiatives
PerformanceComplianceFocusedon the
big picture
Measuring the right things,
notjustfinancialmetrics
Drivenbypurposeand
setting thetonefromthetop
•Deliveryagainstplan,
expects to be free cash
flow positive in the latter
part of calendar 2024
•Qualityofrevenueand
ARPU
•Cost containment & sound
investmentinR&D
•Staffengagementand
retention
•Successful
replacement of 3G
units in New Zealand
continues
•Promotinganopenand
engaged culture,acting
ethicallyand responsibly
•Soundrisktaking
cultureand effective
riskmanagement
•Alert tocybersecurity
threatsand
protectingour
customers’privacy
•Ensuringa healthyand
safework environment
•Maintaining an up to date
industry awareness
•Making the business model
scalableand finding path
to profitable growth
•Driving innovation
•Management succession
planning
Stayingaheadofthe
business andanticipating
pinch points
PAGE 7

Structure of Board / Subcommittees
Replaced the Remuneration,
Talent and Nominations
Committee with two separate
committees - People and
Culture Committee and
Nominations Committee
during FY24
EROAD BOARD
• StrategicDirection• Health& Safety• GovernanceFramework/Practices
CyberSecurity• Sustainability• ReportingOversight
INVESTOR
RELATIONS
Co-CEOs
SHAREHOLDERS
EXECUTIVE TEAM
Nomination
Committee
Finance, Risk and
Audit Committee
People & Culture
Committee
Technology
Committee
• Board compositions
• Search, selection,
appointment and re-
election of directors
• Board succession plans
• Appointment of CEO
• Riskmanagement
• Internalcontrols
• Externalfinancial
reporting
• Auditfunction
• Sustainability
• Culture, values and leadership
• Health and safety, environment
and wellbeing
• Remuneration, engagement,
benefits, performance objectives
• Succession planning, people
development and training
• Remuneration policies and
practices
• Product management,
technology and
innovation
• Plans and operations
related to technology
• Cybersecurity and
privacy
• Key product and
ecosystem partners
PAGE 8

Director fees
•When determining director fees,
EROAD considers the median director
fee levels for comparable listed
companies in New Zealand
•To attract appropriately qualified
overseas candidates, EROAD pays
based on director fees for comparable
companies in the market that the
director is based in, in local currency
•Pursuant to NZX Listing Rule 2.11.3, the
Board approved an increase to the
director fee pool to NZD$900,000
which is needed to accommodate the
increased number of directors and
possible fluctuations in foreign
exchange rates. The Board elected to
only increase the fee pool to the extent
necessary to facilitate current director
fee structure.
MedianNZFeesMedianAUfeesMedianUSfees
EROADfees
6
Chairfees
NZ$128,000AU$170,000US$118,500 (or
NZ$198,592
8
)
NZ$150,000
Non-executivedirectorfees
NZ$70,000AU$86,300US$90,250 (or
NZ$151,249
8
)
NZ$95,000
7
or US$96,000
4
COMPARABLECOMPANIES
(based on data from FY21)
4
The increase in director fees in FY24 is largely due to the fxrate for
North America based directors.
5
BarryEinsig, Sara Gifford and Cameron Kinloch are receiving non-
executive director fees of USD$96,000. Thisis consistentwithdirector
feelevelsforcomparablelistedcompaniesintheUnitedStates. On the
graph, these feesarerepresented in NZDwith exchangerates
calculatedasat31/3/2024.
6
In addition to the listed fees, the Chair of Finance, Risk and Audit
Committee received $15,000 NZD, Chair of People and Culture
Committee received $12,000 USD prorated, and the Chair of Technology
Committee received $12,000 USD
7
New Zealand based directors are receiving non-executive director fees
in NZD.
8
Based on the fxrate as at31 March 2024
EROADDIRECTORFEES
4,5
Fee poolTotal fees paid
$600,000
$800,000
$900,000
$500,000
$700,000
$400,000
$300,000
$200,000
$100,000
2017201820192020202120222023Year2024
PAGE 9

FIXED REMUNERATION
Co-CEO Mark Heine:
•appointed as CEO in June 2022 and Co-CEO from March 2024.
•base salary of $700,000 pa
9
Co-CEO David Kenneson:
•appointed as Co-CEO in March 2024.
•base salary of USD$450,000 pa
9
SHORT TERM INCENTIVES
Co-CEO Mark Heine:
•FY23 STI: Mark Heine earned $331,240 under the FY23 STI Plan.
•FY24 STI: up to 40% of base salary, based on group performance against key
financial metrics (75%) and achievement of selected non-financial strategic
objectives (25%). Total payout of the STI target opportunity for FY24 still to be
determined.
Co-CEO David Kenneson:
•FY24 STI: not eligible for the FY24 STI Plan due to employment at fiscal year
end
LONG TERM INCENTIVES
Co-CEO Mark Heine:
•FY23 LTI Grant: performance share rights were issued (for nil consideration)
to participants which converted to shares (for nil consideration) on 6 April
2023 upon performance targets being met. Retention was the main driver of
this plan. Total of 88,983 shares (valued at $55,169 at the time of vesting)
vested to Mark Heine as CEO.
•FY 24 LTI Grant: Up to 100% of base salary, based on criteria set out on slide
12. A total of 295,312 performance share rights were issued (for nil
consideration) under this grant to Mark Heine which may convert into shares
(for nil consideration) after 31 March 2026 provided performance criteria is
met. This is a 3-year grant and as such performance against the criteria
cannot yet be assessed.
Co-CEO David Kenneson:
•FY24 LTI Grant: not eligible for the FY24 LTI Grant due to employment at
fiscal year end
PAGE 10
FY24 Remuneration Outcomes
9. The Co-CEO’s FY24 gross fixed remuneration (including benefits) will be disclosed in the FY24 Remuneration Report

FY25 Remuneration Framework
FIXED REMUNERATION
EROAD’s policy is to set fixed remuneration in line with external
market trends, the intrinsic value of a job and internal
relativities.It includes base pay and benefits.Fixed
remuneration is benchmarked against roles in organisationsof
similar size and geographies and is set from the 50th percentile
or market median.
SHORT-TERM INCENTIVES
Up to 50% of each Co-CEO’s base salary eligible for FY25 STI,
determined by the group’s performance against core financial
targets, with 100% of the incentive based on financial goals.
Co-CEO must also:
•achieve health & safety and behavioural gates; and
•the aggregated threshold for the financial metrics needs to
be over 85%.
•EROAD intends to adopt the new NZX Remuneration
Reporting Template for FY24. EROAD’s FY24 remuneration
report will be included in the Annual Report expected to be
published at the same time as FY24 financial results.
Consequently, EROAD will not present a non-binding Say on
Pay resolution to shareholders at its 2024 ASM.
EROAD’s FY25 Remuneration Framework
PAGE 11

FY25 Remuneration Framework CONTINUED...
LONG-TERM
INCENTIVES
Up to 100% of each Co-CEO’s base salary
eligible for FY25 LTI grant. Performance
share rights (PSRs) to be issued as part of
a 3-year incentive programme, where
PSRs may convert to shares at the end of
the programmeprovided performance
criteria described in the following table is
met:
EROAD’s LTI plan initiates a new 3-year
LTI grant each financial year.
AWARD
TYPE
PORTION OF
TOTAL
VESTING MECHANICS
INTENTIONS
RATIONALEWEIGHTINGSPERFORMANCE RANGE
Time Vested
Units
1/3Vests 100% at the end of three
years
Supports retention and
continuity of key
employees while EROAD
implements and executes
its new long-term strategy
100%0% (if not achieved)
or 100% (if achieved)
Performance-
Relative S/H
Return (rTSR)
1/3Vests at the end of three years
based on EROAD’s
rTSRagainst the peers on the
ASX Technology Index (XTX)
over 3 years of the plan
Focuses management and
key employees on building
and maintaining long-
term shareholder value
and outperforming
relevant market
benchmarks
100%From 0% - 200% of rTSR
shares vested, as follows:
•Under 4oth percentile of XTX
– 0% rTSRshares vested
•40
th
percentile of XTX = 50%
rTSRshares vested
•60
th
percentile of XTX = 100%
rTSRshares vested
•80
th
percentile of XTX = 150%
rTSRshares vested
•100
th
percentile = 200% rTSR
shares vested
Performance –
Absolute
EROAD
Performance
(Revenue, EBIT,
FCF)
1/3Vests at the end of three years
but assessed as follows:
20% per annum performance
segments based on the
3-year budget set at the
beginning of the LTI plan; and
40% 3-year cumulative
segment
Focuses on execution of
the long-term strategy
delivering revenue growth,
profitable performance
and positive free cashflow
20% each year
and 40%
cumulative at
the end of the 3-
year period
From 85% - 130% depending
on achievement.
Failure to meet minimum
threshold of 85% means zero
pay-out.
PAGE 12

Executive Team FY25
•Increaseinvestmentandfocusonkeyroles andorganisational
design
•Appointment of Co-CEO David Kenneson
•Appointment of Chief Technology Officer, effective 18 June 2024
•Appointment of EVP Sales & Marketing North America
•Appointment of EGM Sales & Marketing ANZ
•Appointment of President, Product & Strategy
•41% of EROAD female employees are in leadership roles, up from
32% in FY23
MARK HEINE
Co-ChiefExecutiveOfficer
AKINYEMI KOYI
President, Product & Strategy
AARON LATIMER
Chief Operating Officer
MARGARET WARRINGTON
Chief Financial Officer
SHELLEY PRENTICE
Chief People Officer
JEREMY WILTON
EVP, Product and
Engineering - Devices
KONRAD STEMPNIAK
Executive General Manager
Sales & Marketing, ANZ
PAGE 13
DUANNE O’BRIEN
Chief Technology Officer
DAVID KENNESON
Co-ChiefExecutiveOfficer
MARK DAVIDSON
EVP Sales & Marketing North
America

Sustainability Initiatives
•Sustainability Committee,led by the Chief Sustainability Officer,
driving key sustainability initiatives.
•New sustainability products launched in FY24:
-
Sustainability Module for our NZ customers. Includes reports and
six dashboards aiding in emission reduction and fleet analysis.
-Emissions Calculator available to the public to
assists fleets assessing their emissions relative to fleets of a
similar profile.
•State of Charge reporting for EVs advanced through integrations
with third parties.
•Certified under theToitucarbon-reduceprogramme
10
•Assessed EROAD’s climate risks and opportunities for the
business -FY24 Climate-related disclosures in preparation.
10. Certified for FY23, and recently completed the FY24 audit for certification
PAGE 14

Forfurtherinformationpleasecontact:
KsenijaChobanovich, GeneralCounsel
Ksenija.chobanovich@eroad.com
• 0272032555
NZX:ERD• investors@eroad.com
• eroadglobal.com/investors
GlobalHeadOffice
andANZHeadquarters
260OtehaValleyRoad,
AlbanyAuckland, 0757
www.eroad.co.nz
NorthAmerican
HeadOffice
15110 Avenue of Science, Suite 100
San Diego, CA 92128
www.eroad.com
Australia Office
Level 1, 1-5 Link Road, Zetland
Sydney, NSW 2017
www.eroad.com.au