Notice of 2024 Annual Meeting

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 Notice of Annual Shareholders Meeting
28 May 2024

EROAD Limited provides a copy of its Notice of 2024 Annual Shareholders’ Meeting which will be held
on Wednesday 26 June 2024 at 1:00pm NZT at Eden Park, Loyalty Lounge, 42 Reimers Ave, Kingsland,
Auckland 1024.
The attached Notice of Meeting, Proxy Form and Virtual Meeting Guide are being sent to
shareholders. A copy of these documents will also be available on the company’s website.

For any questions, please contact Ksenija Chobanovich, General Counsel & Company Secretary at:
Ksenija.Chobanovich@eroad.com



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

---

Notice of 2024 Annual
Shareholders’ Meeting

The safety of our people and
shareholders is our number one priority.
In the event that public health related
restrictions are in place which prevent
us from holding a physical meeting,
or the Board otherwise determines a
physical meeting is inappropriate in
the circumstances, we may decide to
hold a virtual only Annual Shareholders’
Meeting. If this occurs, we will provide
shareholders with notice through an
announcement to the NZX and ASX,
and on our website.
ITEMS OF BUSINESS
a. Chair Overview
Susan Paterson, Chair
b. Co-Chief Executive Officers’ Address to Shareholders
Mark Heine, Co-Chief Executive Officer
David Kenneson, Co-Chief Executive Officer
c. Financial Statements and Auditor’s Report
Margaret Warrington, Chief Financial Officer
d. Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
1. Election of Director
That David Green, having been appointed by the Board and only
holding office until the Annual Shareholders’ Meeting, be elected as a
Non-Executive Director of EROAD (see Explanatory Note 1).
2. Election of Director
That Cameron Kinloch, having been appointed by the Board and only
holding office until the Annual Shareholders’ Meeting, be elected as a
Non-Executive Director of EROAD (see Explanatory Note 2).
3. Appointment of Auditors and Auditor Remuneration
That the Directors be authorized to fix the fees and expenses of
KPMG as the auditor of EROAD (see Explanatory Note 3).
Date of meeting
Wednesday 26 June 2024
Time

1 pm NZT
Location

Eden Park, Loyalty Lounge, 42 Reimers
Avenue, Kingsland, Auckland 1024
Virtual link
https://meetnow.global/nz
EROAD Limited, Auckland, New Zealand
Notice of 2024 Annual
Shareholders’ Meeting

RESOLUTION 1
Election of Director
That David Green, having been appointed
by the Board and only holding office until
the Annual Shareholders’ Meeting, be
elected as a Non-Executive Director of
EROAD.
RESOLUTION 2
Election of Director
That Cameron Kinloch, having been
appointed by the Board and only holding
office until the Annual Shareholders’
Meeting, be elected as a Non-Executive
Director of EROAD.
Explanatory Note 1
Under Listing Rule 2.7.1 of the NZX Listing Rules, and
in accordance with clause 26.2 of the constitution
of EROAD, a director appointed by the Board must
not hold office (without re-election) past the next
annual meeting following the director’s appointment.
If the director is eligible, they may offer themselves
for election by shareholders at the annual meeting
following their appointment. David Green was
appointed by the Board on 1 August 2023 and, being
eligible, offers himself for election by shareholders at the
Annual Shareholders’ Meeting. David Green is a Non-
Executive Director who the Board considers to be an
Independent Director, as described in the NZX Listing
Rules.
EROAD’s total Non-Executive Director Remuneration
Fee Pool (“Fee Pool”) was approved by shareholders
as $850,000 at EROAD’s 2021 Annual Shareholders’
Meeting and was since increased to $900,000 by the
Board in accordance with NZX Listing Rule 2.11.3 (which
enabled EROAD to increase its Fee Pool by an amount
equal to the average amount being paid to its Non-
Executive Directors (excluding the Chair) following an
increase in the number of directors from the number
of directors in office at the time the Fee Pool was
approved). Individual director fees are not increasing
and remain unchanged from FY23.
David Green is paid in his local currency (being NZD)
and in line with the rates paid to EROAD’s other New
Zealand-based Non-Executive Directors.
A brief biography outlining David Green’s experience
is set out below. At the Annual Shareholders’ Meeting
a resolution to elect David Green will be put to
shareholders. The Board recommends that shareholders
vote in favour of the election of David Green.
Explanatory Note 2
Under Listing Rule 2.7.1 of the NZX Listing Rules, and
in accordance with clause 26.2 of the constitution
of EROAD, a director appointed by the Board must
not hold office (without re-election) past the next
annual meeting following the director’s appointment.
If the director is eligible, they may offer themselves
for election by shareholders at the annual meeting
following their appointment. Cameron Kinloch was
appointed by the Board on 28 March 2024 and, being
eligible, offers herself for election by shareholders at
the Annual Shareholders’ Meeting. Cameron Kinloch is
a Non-Executive Director who the Board considers to
be an Independent Director, as described in the NZX
Listing Rules.
As explained above, EROAD’s Fee Pool was increased
to $900,000 in accordance with NZX Listing Rule 2.11.3
to accommodate the increased number of directors
since the Fee Pool was approved by shareholders.
Individual director fees are not increasing and remain
unchanged from FY23.
Cameron Kinloch is paid in her local currency (being
USD), consistent with the rates paid to EROAD’s other
North American-based Non-Executive Directors.
A brief biography outlining Cameron Kinloch’s history
and experience is set out below. At the Annual
Shareholders’ Meeting a resolution to elect Cameron
Kinloch will be put to shareholders. The Board
recommends that shareholders vote in favour of the
election of Cameron Kinloch.
David Green
David is a professional director, investor and former
executive in the banking and finance sector with
extensive business management, leadership and
governance experience. Throughout his executive career
he led large teams delivering complex solutions for large
enterprise customers across a wide range of industry
sectors in Asia, Australia and New Zealand and the
Middle East. David has considerable experience leading
change programmes, digital transformation strategies,
building positions of market leadership and working
with regulators. He has been awarded fellowships by
the Chartered Accountants Australia and New Zealand
(CA ANZ) and the Institute of Finance Professionals in
New Zealand (INFINZ). David is the chair of EROAD’s
Finance, Risk & Audit Committee and a member of
the People & Culture Committee. David is currently a
director of the following companies:
• Westpac New Zealand Limited (Independent Director
and member of the Board Risk and Compliance
Committee and Audit Committee)
• BT Funds Management (NZ) Limited (Chair)
• MyFarm UF1 GP Limited (Chair and Independent
Director)
• Abner & Hobson Limited
• Casa Verde Investments Limited
Cameron Kinloch
Cameron has deep experience in Board governance
and has an extensive global executive management
career as a Chief Financial Officer and Chief Operating
Officer in high-growth companies, particularly in North
America. She is currently Chief Financial Officer at
Weights & Biases, an enterprise software company,
and is a Director at Copper Cow Coffee, a sustainably
sourced coffee producer. Cameron has consistently
driven strategic and scalable growth and profitability,
and has led numerous successful capital raises, M&A
and IPO processes across a wide range of industries.
Cameron is based in California and is a member of
EROAD’s Finance, Risk & Audit Committee.

MEETING DETAILS
Procedural Notes
a. The persons who will be entitled to vote on the
resolutions at the Annual Shareholders’ Meeting
are those persons who are recorded in the share
register of EROAD as holders of ordinary shares
at 5pm on Monday 24 June 2024.
b. A shareholder may vote at the Annual
Shareholders’ Meeting either in person or by
proxy. A body corporate which is a shareholder
may appoint a representative to attend the
Annual Shareholders’ Meeting on its behalf
in the same manner as that in which it could
appoint a proxy.
c. A proxy need not be a shareholder of EROAD. A
shareholder who wishes to do so may appoint
the Chair of the Annual Shareholders’ Meeting to
act as proxy.
d. A proxy will vote as directed in the proxy form or,
if voting is left to the proxy’s discretion, then the
proxy will decide how to vote on the resolutions.
Where the Chair is appointed as proxy and
voting is left to his discretion, the Chair intends to
vote in favour of all resolutions.
e. A proxy form is enclosed and, if used, must be
lodged with the share registrar, Computershare
Investor Services Limited, in accordance with
the instructions set out on the form not less
than 48 hours before the time of the holding of
the meeting.
f. All resolutions must be passed by an ordinary
resolution of shareholders, i.e., by a simple
majority of the votes of those shareholders
entitled to vote and voting on the resolution in
person or by proxy.
Questions and comments
Shareholders are invited to submit questions prior to
the meeting to investors@eroad.com. For the health
and safety of all, we ask that if you have a cough, a high
temperature of 38°C or more, shortness of breath, sore
throat, sneezing and runny nose or temporary loss of
smell that you stay at home. You will still be able to
watch the Annual Shareholders’ Meeting and submit
questions live via our webcast or email questions to
investors@eroad.com.
RESOLUTION 3
Appointment of Auditors
and Auditor Remuneration
That the Directors be authorised to
fix the fees and expenses of KPMG
as the auditor of EROAD.
Explanatory Note 3
KPMG is automatically reappointed as the
auditor of EROAD under section 207T of the
Companies Act 1993. Pursuant to section
207S of the Companies Act 1993, this
resolution authorises the Board to fix the
fees and expenses of the auditor. The Board
recommends that shareholders vote in favour
of authorising the Directors to fix the fees and
expenses of KPMG as the auditor of EROAD.
A representative from KPMG will attend the
Annual Shareholders’ Meeting, and will be
available to answer any questions shareholders
may have in relation to the audit.
WALTERS ROAD
A
N
BC
D
E
FG
H
D2
E2
REIMERS AVE
BUS HUB
WEST STAND
NORTH STAND
SOUTH STAND
EAST STAND
CRICKET AVE
SANDRINGHAM RD
JKL
M
CAR
PARK P1
CAR
PARK P2
CAR
PARK P2
Venue information
Loyalty Lounge, West Stand, Eden Park
42 Reimers Avenue
Kingsland, Auckland 1024
Eden Park is well served by rail and bus services.
Kingsland train station is a short walk from Eden Park.
There are car parks available at the A Stand (through
car park entrance A, off Walters Avenue). Enter Eden
Park at Gate A, and make your way to the West Lounge
by lift/stairs to the second level.

---

Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Turn over to complete the form to vote
Annual Meeting Admission and Proxy/Voting Form
Attending the Meeting
If you propose to attend the Annual Shareholders’ Meeting, please bring this
Admission Form/Proxy Form to the meeting. All shareholders must register
with the EROAD registration staff prior to entering the meeting room. If a
representative of a corporate shareholder or proxy is to attend the meeting you
may need to provide evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power
of attorney (unless already deposited with the Company) and a signed certificate of
non-revocation of the power of attorney must be produced to the Company with this
Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a Sole
Director can also sign alone. Please sign in the appropriate place and indicate the
office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Lodge your proxy
EROAD LIMITED
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 1.00pm on Monday, 24 June 2024.
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy by completing
and signing ‘Step 1’ of the Proxy Form and lodge it with Computershare Investor
Services Limited. A proxy can be any person of your choice and does not have
to be a shareholder of EROAD Limited. If you return this form without appointing a
proxy or signing it, your Proxy Form will be invalid.
The Chair of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
‘the Chair’ or the name of your proxy in the space allocated in ‘Step 1’ of this form.
If you inadvertently do not name a proxy, or your named proxy does not attend the
meeting, the Chair will be your proxy and vote in accordance with your expressed
direction. Alternatively, you can appoint a proxy online at www.investorvote.co.nz.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each
item of business.
If you tick the box “discretion” on any resolution, you are directing your proxy or
representative to decide how to vote on that resolution on your behalf. If you
tick the “abstain” box on any resolution, you are directing your proxy or
representative not to vote on that resolution. If you return this Proxy Form
without a direction as to how to vote on any resolution, or if you tick more than
one box in relation to any resolution, the vote on that resolution will be treated
as “discretion” and your proxy will exercise his/her discretion as to whether to
vote and, if so, how. The Chair intends to vote discretionary proxies in favour
of Resolutions 1, 2 and 3.
Approval Thresholds
Resolutions 1 and 2 must be passed by an ordinary resolution of the shareholders,
i.e., by a simple majority of the votes of those shareholders entitled to vote and voting
on the resolution in person or by proxy.
HYBRID MEETING
The safety of our people and shareholders is our number one priority. In the event that public health related restrictions are in
place which prevent us from holding a physical meeting, or the Board otherwise determines a physical meeting is inappropriate in the
circumstances, we may decide to hold a virtual only Annual Shareholder’s Meeting. If this occurs, we will provide shareholders
with notice through an announcement to the NZX, ASX and on our website.

Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
Elect Electronic Communications
STEP 1
hereby appointof
or failing him/herof
I/We being a shareholder/s of EROAD LIMITED
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Items of Business - Voting Instructions/Ballot Paper
STEP 2
The resolutions below are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting for the full text of the resolutions
and the explanatory notes.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
EROAD Annual Shareholders’ Meeting
which will be held in the Loyalty Lounge, Eden Park,
42 Reimers Avenue, Kingsland, Auckland
on Wednesday, 26 June 2024 at 1:00 pm (NZT).
Ordinary Business
Resolution 1Election of Director
That David Green, having been appointed by the Board and only holding office until the Annual
Shareholders’ Meeting, be elected as a Director of EROAD (see Explanatory Note 1).
Resolution 2
Election of Director
That Cameron Kinloch, having been appointed by the Board and only holding office until the Annual
Shareholders’ Meeting, be elected as a Director of EROAD (see Explanatory Note 2).
Resolution 3
Appointment of Auditors and Auditor Remuneration
That the Directors be authorized to fix the fees and expenses of KPMG as the Auditor of EROAD
(see Explanatory Note 3).
ForAgainstAbstain
Proxy
Discretion
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the EROAD Annual Shareholders’ Meeting
which will be held in the Loyalty Lounge, Eden Park, 42 Reimers Avenue, Kingsland, Auckland on Wednesday, 26 June 2024 at 1:00 pm (NZT) and at any adjournment
of that meeting.
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
If your proxy will be attending the meeting remotely, please ensure that you provide their contact details (phone and email address). If this
information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):

---

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.