Capital Change Notice - Issue of Performance Share Rights

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
195,835
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) Not applicable
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

0.11%
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)
Issue of ordinary shares as a
consequence of the vesting on 30
May 2024 of Performance Share
Rights (PSRs) previously issued
under the EROAD Limited Share
Retention Plan, which entitles
each qualifying holder of these
PSRs to one ordinary share for
no cash payment, subject to
adjustment in accordance with
the plan’s rules.
Board approved on 19
December 2022.
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
185,016,857 ordinary shares.
No Treasury Stock held.



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

Class held as Treasury Stock after the
issue/acquisition/redemption.
94,263 PSRs in the EROAD
Limited Share Retention Plan
lapsed as a result of vesting
conditions not having been
met.

113,593 further PSRs have lapsed
under the EROAD Limited 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 457,253 PSRs.
• EROAD FY24 Long Term
Incentive Grant 1,450,911
PSRs.
• EROAD Long Term
Incentive Grant 278,437
PSRs.
• EROAD Share Retention
Grant 220,462 PSRs.
• 56,949 PSRs of the same
Class from the FY20 Grant
under the EROAD Long
Term Incentive Scheme
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
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
Directors’ resolutions dated 19
December 2022 pursuant to NZX
Listing Rule
4.6.1 and 4.9.1(b).
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
In accordance with the terms
of the EROAD Limited Share
Retention Plan, the shares
issued are quoted ordinary
shares ranking equally with
existing EROAD ordinary
shares on issue.
Date of issue/acquisition/redemption
11 June 2024
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 02761650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP
12 June 2024

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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Announcement Summary
Entity name
EROAD LIMITED
Announcement Type
New announcement
Date of this announcement
Wednesday June 12, 2024
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
195,83511/06/2024
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

Appendix 2A - Application for quotation of securities
Appendix 2A - 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
12/6/2024
New announcement

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
3 / 6
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
2.2 The +class of +securities to be quoted is:
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

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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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
195,835
The first date the options were
exercised or other +convertible
securities were converted

The last date the options were
exercised or other +convertible
securities were converted
11/6/2024
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
11/6/2024
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

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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Issue details
Number of +securities to be quoted
195,835
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
0.890000
Any other information the entity wishes to provide about the +securities to be quoted
Not applicable.
NoNo

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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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:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are 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 NZX185,016,857
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 RIGHTS2,317,510