Capital Change Notices

Capital Change Notices – Issue of Performance Share Rights and
vesting of shares under EROAD’s Share Retention Plan.
AUCKLAND, 3 October 2024: Fleet management and transport technology software company EROAD Limited
(NZX: ERD, ASX: ERD) today releases four Capital Changes Notices and an Appendix 2A pursuant to the
company’s Long Term Incentive Plan and Share Retention Plan.
As outlined in EROAD’s FY24 Remuneration Report, EROAD issues Performance Share Rights (PSRs) to select
employees as part of its three-year FY24 Long-Term Incentive (LTI) Plan, which is intended to incentivise key
employees to grow the Company to attract, motivate and retain top talent in line with its strategic direction.
The company is also issuing PSRs under its three-year FY25 LTI Plan which operates in the same way as the
FY24 plan. In addition, EROAD is issuing PSRs to a key employee pursuant to the terms of their employment
contract and is vesting shares to another key employee under EROAD’s Share Retention Plan.
EROAD's Director and Senior Executive Remuneration Policy FY24 is available in the Corporate Governance
Policies section of EROAD’s investor website at https://eroadglobal.com/investors/.
For further information please contact: Ksenija Chobanovich, General Counsel & Company Secretary,
EROAD Limited.

ENDS


Authorised for release to the NZX and ASX by EROAD’s General Counsel & Company Secretary,
Ksenija Chobanovich.

For Investor enquiries please contact:
Jason Kepecs
Jason.kepecs@eroad.com
NZ contact: +64 21 990 474
AU contact: +61 47 7711 136

About EROAD
EROAD is a fully integrated technology, tolling and services provider, based in Auckland, New Zealand.
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
TEL +64 9 927 4700 PO Box 305 394

FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz

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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
97,087
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 4.44% 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 97,087 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 27
August 2024.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
EROAD has a total of 2,282,662
PSRs on issue.

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

Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
This total includes this PSR
issue, and PSRs issued in
connection with the following
grants:
• EROAD Share Retention
Grant 457,253 PSRs
• EROAD FY24 LTI Grant
1,450,911 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
27 August 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

3 October 2024
Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement
Eleanor Koningham

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).

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Capital Change Notice

Updated as at June 2023

Contact person for this announcement
Eleanor Koningham
Contact phone number
021 0276 1650
Contact email address
Eleanor.koningham@eroad.com
Date of release through MAP
3 October 2024

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Template
Capital Change Notice

Updated as at June 2023



Section 1: Issuer information
Name of issuer EROAD Limited
NZX ticker code ERD
Class of financial product
Further issue of unquoted
Performance Share Rights
(PSRs), convertible to EROAD
ordinary shares pursuant to the
2024 Grant (2024 Grant) under
EROAD’s Long Term Incentive
Plan (Plan).
ISIN (If unknown, check on NZX website) NZERDE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 892,092
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A

Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
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

39.1%
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
2024 Grant comprise three
tranches. First Tranche The first
tranche of PSRs becomes
exercisable on a participant
remaining employed on 31
March 2026 and in certain other
circumstances. Second Tranche
The second tranche of PSRs
becomes exercisable where
EROAD’s total shareholder
return (TSR) calculated over a
period ending after the release
of its results for the year ended
31 March 2026 is at least
greater than the 40th percentile
of the constituents of the

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

S&P/ASX All Technology Index
(XTX). The percentage of PSRs
that become eligible for exercise
will increase on a straight line
basis from 50% where
EROAD’s TSR is equal to the
40th percentile of the
constituents of the XTX to 100%
where EROAD’s TSR is equal
to or greater than the 60th
percentile of the constituents of
the XTX. If EROAD’s TSR is
equal to or greater than the 80th
percentile, the percentage
eligible for vesting will increase
on a straight line basis up to
200% vesting at the 100th
percentile.
Third Tranche The third tranche
of PSRs becomes exercisable
based on the absolute financial
performance of EROAD, which
is dependent on EROAD’s
revenue, EBIT and free cash
flow assessed on EROAD’s
financial statements for each
relevant year (being the years
ending 31 March 2024, 31
March 2025 and 31 March
2026) compared to EROAD’s 3
- year budget set at the
beginning of the 2024 Grant, as
well as EROAD’s cumulative
performance over that time .
Between 85% and 130% of the
PSRs may become exercisable
depending on achievement. If
performance is less than 85%,
then no PSRs will vest. Share
rights vest subject to the terms
and conditions outlined in
EROAD’s Long Term Incentive
Plan Rules. On vesting, PSRs
entitle the holder to one ordinary
share in EROAD for no cash
payment, subject to adjustment
in accordance with the plan
rules, ranking equally with all
other EROAD Limited ordinary
shares. The PSRs have a set
exercise price of $0.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 892,092 PSRs for the
FY24 Grant under EROAD’s
Long Term Incentive Plan.
Further background regarding
EROAD’s FY24 Remuneration

Template
Capital Change Notice

Updated as at June 2023

Framework and the Plan can be
found in EROAD’s
Remuneration Report released
to the NZX and ASX on 23 May
2024.
Board resolution dated 30 June
2023.
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 3,174,754
PSR’s on issue.

This total includes this PSR
issue, and PSRs issued in
connection with the following
grants:
• EROAD Share Retention
Grant 97,087 PSRs
• EROAD Share Retention
Grant 457,253 PSRs
• EROAD FY24 LTI Grant
1,450,911 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
Directors’ resolutions dated 30
June 2023.

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
3 October 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 +64 2102761650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP 3 October 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).

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Template
Capital Change Notice
Updated as at 17 October 2019
100565613/3451-0475-0884.1




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 2025 Grant
(2025 Grant) under EROAD’s
Long Term Incentive Plan
(Plan).
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 2,056,537
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)
The PSRs for the 2025 Grant
comprise 64.78% 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
2025 Grant comprise three
tranches.
First Tranche
The first tranche of PSRs
becomes exercisable on a
participant remaining employed
on 31 March 2027 and in certain
other circumstances.
Second Tranche
The second tranche of PSRs
becomes exercisable where
EROAD’s total shareholder
return (TSR) calculated over a
period ending after the release
of its results for the year ended
31 March 2027 is at least
greater than the 40
th
percentile
of the constituents of the
S&P/ASX All Technology Index

100565613/3451-0475-0884.1



(XTX). The percentage of PSRs
that become eligible for exercise
will increase on a straight line
basis from 50% where
EROAD’s TSR is equal to the
40
th
percentile of the
constituents of the XTX to 100%
where EROAD’s TSR is equal
to or greater than the 60
th

percentile of the constituents of
the XTX. If EROAD’s TSR is
equal to or greater than the 80
th

percentile, the percentage
eligible for vesting will increase
on a straight line basis up to
200% vesting at the 100
th

percentile.
Third Tranche
The third tranche of PSRs
becomes exercisable based on
the absolute financial
performance of EROAD, which
is dependent on EROAD’s
revenue, EBIT and free cash
flow assessed on EROAD’s
financial statements for each
relevant year (being the years
ending 31 March 2025, 31
March 2026 and 31 March
2027) compared to EROAD’s 3-
year budget set at the beginning
of the 2025 Grant, as well as
EROAD’s cumulative
performance over that time.
Between 85% and 130% of the
PSRs may become exercisable
depending on achievement. If
performance is less than 85%,
then no PSRs will vest.
Share rights vest subject to the
terms and conditions outlined in
EROAD’s Long Term Incentive
Plan Rules.
On vesting, PSRs entitle the
holder to one ordinary share in
EROAD for no cash payment,
subject to adjustment in
accordance with the plan rules,
ranking equally with all other
EROAD Limited ordinary
shares.
The PSRs have a set exercise
price of $0.

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Capital Change Notice
Updated as at 17 October 2019
100565613/3451-0475-0884.1


Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 2,056,537 PSRs for the
2025 Grant under the Plan.
Further background regarding
EROAD’s FY25 Remuneration
Framework and the Plan will be
included in EROAD’s FY25
Annual Report.
Board resolutions dated 25 June
2024 and 25 September 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.
5,231,291 PSRs
In addition, EROAD has PSRs
issued in connection with the
following plans:
• EROAD LTI Plan
892,092 PSRs.
• EROAD Share Retention
Plan 97,087 PSRs.
• EROAD Share Retention
Plan 457,253 PSRs.
• EROAD LTI Plan
1,450,911 PSRs.
• EROAD Share Retention
Plan 220,462
• EROAD FY20 LTI Plan
56,949 PSRs 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 resolutions dated 25 June
2024 and 25 September 2024.
NZX Listing Rule 4.6.1.

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Capital Change Notice
Updated as at 17 October 2019
100565613/3451-0475-0884.1


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.

100565613/3451-0475-0884.1


Date of issue/acquisition/redemption 3 October 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 0276 1650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP 3 October 2024

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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 109,388
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)
0.058%
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 performance share
rights (PSRs) granted to the
participant in this grant.
Board resolution dated 30 June
2023.
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
187,158,946 ordinary shares.
No treasury stock held.

100565613/3447-5198-9027.2

Class held as Treasury Stock after the
issue/acquisition/redemption.
111,074 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 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 3 October 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 0276 1650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP 3 October 2024

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
1 / 6
Announcement Summary
Entity name
EROAD LIMITED
Announcement Type
New announcement
Date of this announcement
Thursday October 03, 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
109,38803/10/2024
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
3/10/2024
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
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
109,388
The first date the options were
exercised or other +convertible
securities were converted
3/10/2024
The last date the options were
exercised or other +convertible
securities were converted
3/10/2024
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
3/10/2024
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
5 / 6
Issue details
Number of +securities to be quoted
109,388
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
0.919546
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
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:
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 NZX187,158,946
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 RIGHTS2,076,187