EROAD 2025 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 2025 Corporate Governance Roadshow
AUCKLAND, 23 May 2025: Transport technology services company EROAD Limited (NZX/ASX: ERD)
attaches a copy of the FY25 Governance Roadshow presentation that will be presented to a number of
investors and stakeholders in the coming weeks by Susan Paterson - Board Chair, Sara Gifford -
Director and Chair of the People and Culture Committee, John Scott, Director 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 (NZX/ASX: ERD) is a hardware-enabled SaaS company delivering safety, compliance,
sustainability and efficiency solutions for complex vehicles fleets.
Its connected platform is used by commercial and government operators across New Zealand,
Australia and North America to manage vehicles, assets and drivers with greater visibility and control.
EROAD supports demanding, highly regulated fleet operations, including those moving food,
concrete and aggregates, enabling them to operate smarter, safer and more sustainably.
EROAD’s platform is built on a foundation of regulatory expertise, having delivered the world’s first
GPS-based road user charging system in New Zealand, where it remains the market leader today.
www.eroad.co.nz

---

EROAD
Governance Roadshow
Susan Paterson,EROADChair
Sara Gifford, Director
John Scott, Director
KsenijaChobanovich,GeneralCounsel and Company Secretary
May 2025

IMPORTANTINFORMATION
This presentation has been prepared by EROAD Limited
and its related companies (collectively referred to as
EROAD). This notice applies to this presentation and the
verbal or written comments of any person presenting it.
Theinformationinthispresentationisofageneralnature
anddoes notconstitutefinancialproductadvice,
investmentadviceoranyrecommendation.Nothinginthis
presentationconstituteslegal,financial, taxor other advice.
Thispresentationmaycontainprojectionsorforward-
looking statementsregardingavarietyofitems.Such
projectionsorforward-lookingstatementsarebasedon
currentexpectations,estimatesand assumptionsandare
subjecttoanumberofrisks,uncertaintiesand assumptions.
Thereisnoassurancethatresultscontemplatedinany
projectionsor forward-lookingstatementsinthis
presentationwillberealised.Actual resultsmaydiffer
materiallyfromthoseprojectedinthispresentation. No
personisunderanyobligationtoupdatethispresentationat
any timeafteritsreleasetoyouortoprovideyouwithfurther
information about EROAD.
Whilereasonablecarehasbeentakenincompilingthis
presentation, noneofEROADnoritssubsidiaries,directors,
employees,agentsoradvisers(tothemaximumextent
permittedbylaw)givesany warrantyorrepresentation
(expressorimplied)astotheaccuracy, completenessor
reliabilityoftheinformationcontainedinitnortakes 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
viewedinisolationorconsideredasasubstitutefor
measuresreported byEROADinaccordancewithNZIFRS.
Thenon-GAAPmeasuresarenotsubjecttoauditorreview.
PAGE 2
PAGE 2

OUR PURPOSE
Delivering
intelligence you
can trustfor a
better world
tomorrow.
Powering visibility, compliance
and operational excellence for
fleets that keep the world moving.
FY25 Highlights
A continued focus on customer
expansion and cost control to support
our free cash flow position
DISCIPLINED
EXECUTION
One new director joined the
Board in FY25 –the Board is now
well positioned with the right mix
of skills and experience
BOARD RENEWAL
•Expanded to enterprise platform solution
for whole of fleet across driver, asset &
load with vertical specialisations
•Software-first approach enabled by
hardware
•SaaS culture with financial discipline,
balanced investment in sustainable
growth and a shift toward annualised
billing
•Measured with suite of updated business
plan metrics
Remains long-term focus for the
Board. New product functionality
such as preventative maintenance,
reduces customers’ unplanned
downtime, improves asset lifespan
and cuts the environmental impact
SUSTAINABILITY
CULTURE, CHANGES
AND SAAS FOCUS
PARTNERS FOR GROWTH
Three priorities driving sustainable growth
and deeper customer value:
•Embedded intelligence –new AI approach
to unlock deeper platform value
•Platform extensions –enhancing platform
reach through strategic partnerships
•Customer-led Innovations –new product
value from customer collaborations
PAGE 3

BARRYEINSIG
1,2,,3
Independent Director
AppointedJanuary2020
DAVID GREEN
1,2,4
Independent Director
AppointedAugust2023
SARAGIFFORD
2,3,4
Independent Director
AppointedApril2022
JOHN SCOTT
2,3
Independent Director
AppointedMarch2025
Our Board
•John Scott, a New Zealand based
director, joined the Board in March
2025
•As part of its commitment to
continuous improvement and
governance best practice, the Board
engaged the Institute of Directors to
undertake an external Board review,
commissioned during FY25 and
scheduled for completion in FY26.
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 directors female
•6/6 directors independent
•Average collective tenure 2.5 years
CAMERON KINLOCH
1,2
Independent Director
AppointedMarch 2024
SUSANPATERSON
1,2,4
Chair, Independent
Director
AppointedMarch2019
PAGE 4

BUSINESS CONTEXTCAPABILITYKEY ELEMENTBOARD SKILLS
A depth of industry
experien ce an d
awareness of sector
trends
Executiveindustry
experience
Modern executive telematic hardware
experience (Hardware R&D)
Productsoftware
Fleet 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 reg ulation
Sustainability
Customer perspective
Driving long-term value
creation through serving
customer need s
Moderntechnologies
SaaS businesses
Data analytics / AI
Strong scale tech networks
Modern cloud expertise
Cybersecurity
Key trends in tech sector
Techgo-to-market
strategyandsales
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 custom er insight
Brand development
Keycustomer
segmentinsight
NewZealand
NorthAmerica
Australia
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
has transport industry specific experience. Susan Paterson, David Green
and Cameron Kinloch bring listed company and finance / risk experience. Sara Gifford, Barry Einsig,
John Scott 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
Scaling experien ce to guid e
EROAD growth towards a $1b
comp any
Scalesoftware
Company
Scalinga technologyorSaaSorganisation
–beyond$1b
Growthstrategydevelopmentandexecution
Capitalmarketleadership
Investment
Directexposuretoinvestmentsin technology
companiesthathavesuccessfullyscaled
M&A/takeovers
Long-termvaluecreation
Finance/investmentcommunityinsight
Technology
infrastructure
ScaleITinfrastructure
Technologytrends
Technologyrisk
Sup porting financial an d
culture growth a s scale and
comp lexity builds
Finance
Former CFO /CA/ARC Chair experience
Financial strategy (tech)
Financial reporting and regulations
Risk m anagem ent
Peopleand
compensation
Corporate culture and diversity & inclusion
Executive compensation experience
Employee engagement
Performance and talent
H&S
Driving best practice in
governance and strategic
lead ersh ip
Listedgovernance
Scalepubliccompanygovernanceexperience-NZX,
ASX,NASDAQ,ESG
Shareholderengag ementandpartnering
Chairsuccessionpotential
Demographic
diversity
Gender,ethnicity,age
PAGE 5
THE KEY
High capabilityModerate capability

•AI dashcam Clarity Edge launched
•GeoTabpartnership for low-cost entry point solution
•Data sharing partnership with Compass IoT to support development of
new services
•ThermoKingtemperature control integration
•Wireless Temperature Sensors
•Reefer Predictive Maintenance
•Trucksafe navigation
•TMS integration for improved fleet
management
•John Scott joined the Board effective 1 March 2025 –brings deep
experience in global technology, product development and innovation,
supply chain, strategic leadership and commercial scaling. In addition
to his time as CEO of Invencoand a key executive at Navico, John has
served on several boards supporting innovation-led growth.
•Following refresh, the Board now has a strong balance of governance,
technology, financial and market experience aligned with EROAD’s
strategy.
•Chief Technology Officer appointed withDuanneO’Brien joining the
company on 18June 2024
•Chief Revenue Officer appointed with Konrad Stempniakbeing
promoted to the role on 30 January 2025
•A large trans-Tasman customer renewed their NZ contract and expanded
into their Australian business
•In NZ, Tranzitand Kinetic (owner of NZ Bus) expanded their fleets
•In NA, secured renewals and product expansion with existing customers
including Medline, ABC Supply, and US Foods. Rollout of Sysco in-cab was
completed, and new units continue to be added.
Added new products, features and partners
Board renewal undertaken
Key executive team changes
Key enterprise customer wins and expansions during the year
FY25 -a year of solid progress
PAGE 6

Performance
Compliance
Focus on the big picture
Measuring the right things, notjust
financialmetrics
Drivenbypurposeandsetting the
tonefromthetop
Stayingaheadofthebusiness and
anticipatingpinch points
What’s on the Board’s
agenda for FY26?
•Focused on ensuring EROAD remains
responsive to market signals while
staying disciplined in strategy
execution.
•Ensuring that long-term delivery
translates into shareholder value
•Continuing to leverage 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
•Delivery against business plan
•Quality of revenue
•Sound investment in R&D and cost
containment
•Staff engagement and retention
•4G hardware upgrade progressing
on track, with budget fully funded
from operational cashflow
•Promoting an open and engaged
culture, acting ethically, sustainably
and responsibly
•Sound risk taking culture and
effective risk management
•Alert to cyber security threats and
protecting our customers’ privacy
•Ensuring a healthy and safe work
environment
•Empowering customers to meet
sustainability expectations
•Maintaining an up to date
industry awareness
•Making the business model
scalableand delivering profitable
growth
•Driving innovation
•Management succession
planning
PAGE 7

EROAD BOARD
•Strategic Direction • Health & Safety • Governance Framework/Practices. • Cyber Security • Sustainability • Reporting Oversight
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
•Risk management
•Internal controls
•External financial reporting
•Audit function
•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
SUSTAINABILITY COMMITTEE
Structure of Board / Subcommittees
•Compromised of senior leaders and
subject matter experts

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
•In FY25, the Board approved a
NZD$900,000 fee pool in
accordance with NZX Listing Rule
2.11.3 and does not intend to
make any changes to this
amount in FY26.
•During FY25 there have been no
changes to the individual director
fee levels –the total fees paid to
all directors amounted to
NZD$851,308
5
The increase in director fees in FY25 is due to the fxrate for North America based directors. which was the average fxrate of 0.596
6
BarryEinsig, Sara Gifford and Cameron Kinloch are receiving non-executive director fees of USD$96,000 pa. ThisisconsistentwithdirectorfeelevelsforcomparablelistedcompaniesintheUnitedStates. On the graph, these fees
arerepresented in NZD.
7
In addition to the listed fees, the Chair of Finance, Risk and Audit Committee received NZD$15,000, Chair of People and Culture Committee received USD$12,000, and the Chair of Technology Committee received USD$12,000.
8
New Zealand based directors are receiving non-executive director fees in NZD. Susan Paterson is receiving non-executive director fees of NZD$150,000 pa as Chair of EROAD Board. David Green and John Scott are receiving non-
executive director fees of NZD$95,000 pa.
EROADDIRECTORFEES
5,6,7,8
Fee poolTotal fees paid
$600,000
$800,000
$900,000
$500,000
$700,000
$400,000
$300,000
$200,000
$100,000
2017201820192020202120222023Year20242025
PAGE 9

FY25 Co-CEO Remuneration Outcomes
PAGE 10
MARK HEINEDAVID KENNESON
9
Start DateCo-CEO from March 2024 (prior to that the CEO)Co-CEO from March 2024
Fixed RemunerationNZD $700,000 paUSD$450,000
Short Term Incentive (STI)FY24FY25FY25
Target opportunityUp to 40% of base salaryUP to 50% of base salary
Objectives
75% achievement against financial metrics
and 25% achievement of selected non-
financial strategic objectives
100% based on achievement of group financial performance (Revenue, EBIT and Free
Cash Flow)
Payout
NZD$239,189
10
To be disclosed in the Company’s FY25 Remuneration Report
Long Term Incentive (LTI)FY24FY25FY25
Target opportunityUp to 100% of base salaryUp to 100% of base salary
ObjectivesSee Slide 12
Payout
508,251 performance share rights (PSRs) have
been issued (for nil consideration) with
NZD$186,667 cash liability remaining under
the FY24 LTI Grant.
11
303,030 PSRs were issued (for nil
consideration) with NZD$466,667
cash liability remaining under the
FY25 LTI Grant.
12
314,202 PSRs
13
were issued (for nil consideration)
with NZD$483,871 cash liability remaining under
the FY25 LTI Grant.
14
Vesting (subject to
performance hurdles)
31 March 202631 March 2027
Sign on BonusN/A
251,686 shares were vested on 5 March 2025 as
part of David Kenneson’s Sign-on Bonus, which
was awarded 12 months earlier.
9
David Kenneson was not eligible for the FY24 STI and LTI due to employment at fiscal year end.
10
Mark Heine received 89% of his FY24 STI Grant , awarded in shares. The value of shares was determined based on their market value, calculated using the Volume Weighted Average Price (“VWAP”) of ordinary shares on the NZX
over the 10 day period following the release of EROAD’s FY24 financial results to the market.
11
The Board intends to issue further PSRs to Mr Heine to reduce the cash liability, subject to capacity under NZX Listing Rule 4.6.1.
12
The Board intends to issue further PSRs to Mr Heine to reduce the cash liability, subject to capacity under NZX Listing Rule 4.6.1.
13
David Kenneson was allocated more PSRs than Mark Heine as a result of foreign exchange impacts, based on a conversion rate of$0.62
14
The Board intends to issue further PSRs to Mr Kenneson to reduce the cash liability, subject to capacity under NZX Listing Rule4.6.1.
EROAD’s NZ-based Co-CEO
and US-based Co-CEO are
effectively on equivalent
remuneration packages, with
the only differences arising
from foreign exchange rate
impacts. The Co-CEO’s FY25
remuneration and benefits
will be fully disclosed in the
FY25 Remuneration Report;
however, a summary is
provided in the following
table:

EROAD’S 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.
Each Co-CEO must also:
•achieve health & safety and behavioural gates; and
•the aggregated threshold for the financial metrics needs to
be over 85%.
•We have outlined EROAD’s FY25 Remuneration Framework
on the following 2 slides.
•EROAD will continue to adopt the NZX Remuneration
Reporting Template for FY25. EROAD’s FY25 remuneration
report will be included in the Annual Report expected to be
published at the same time as FY25 financial results.
•The FY26 remuneration framework is expected to remain
largely consistent with FY25.
•However, in response to shareholder feedback regarding the
suitability of the ASX Technology Index (XTX) as the rTSR
comparator for the LTI Plan, the Board is currently reviewing
alternative benchmarks that may better align with
shareholder interests. An update will be provided to the
market in due course.
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.
EROAD's FY25 LTI Grant offers
flexibility in its payment method,
allowing for payment to be made in
shares or cash. Share-based
payments are the preferred option,
aligning with our commitment to
fostering long-term shareholder
value and aligning the interests of
our executives with those of our
shareholders. Performance share
rights (PSRs) are 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
rTSR against the peers on the
ASX Technology Index (XTX)
15
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 rTSRshares
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.
15. The FY26 LTI grant may include a change to the ASX Technology Index (XTX) as explained on the previous slide.
PAGE 12

Executive Team
Changes During FY25
•Increased investment and focus on key roles and
organisational design:
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
MARK HEINE
Co-Chief Executive Officer
DAVID KENNESON
Co-Chief Executive Officer
REBECCA LINEHAM
Interim Chief Financial
Officer
DUANNE O'BRIEN
Chief Technology Officer
AARON LATIMER
Chief Operating Officer
MATT KUDLA
Chief Customer Officer
MARK DAVIDSON
Chief Product Officer
KONRAD STEMPNIAK
Chief Revenue Officer
JEREMY WILTON
EVP, Product and Engineering
-Devices
•Appointment of Chief Technology Office
•Appointment of Chief Revenue Officer
•Appointment of Chief Product Officer
•Appointment of Chief Customer Officer
•Appointment of Interim Chief Financial Officer
•42% of EROAD's Senior Leadership Team -
defined as one level below the Executive Team -
identifies as female.
•In FY25, 45% of new hires identified as female,
47% as male, and 8% chose not to disclose their
gender.

Sustainability Initiatives
•Sustainability Committee, led by the Chief
Sustainability Officer, driving key sustainability
initiatives.
•Continued to provide customers and other
stakeholders with sustainability products
launched in FY24 and FY25:
•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.
•Preventative maintenance solution reduces
unplanned customer downtime, improves asset
lifespan and cuts the environmental impact
PAGE 14
16. CANBUS is incompatible with certain vehicle makes and models.
17. Certified for FY24, and recently completed the FY25 audit for certification
•EV State of Charge (SoC) reporting utilises EROAD’s
CANBUS
16
solution, which provides customers with a
real time view of SoC and enables visibility and
investigation of historic usage.
•Fuel and Energy Economy Report helps customers
understand the utilisation of their vehicles, whether
they are internal combustion engines (ICE) or electric
vehicles (Evs). It also assists in setting performance
improvement targets, such as kilowatt-hours per 100
Kms.
•Certified under theToitucarbon-
reduceprogramme
17
•Assessed EROAD’s climate risks and opportunities
in accordance with the Aotearoa New Zealand
Climate Standards (NZ CS)-FY25 Climate-related
disclosures in preparation.

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