EROAD 2025 Notice of 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 2025 Notice of Annual Shareholders Meeting
28 May 2025

EROAD Limited provides a copy of its Notice of 2025 Annual Shareholders’ Meeting which will be held
on Friday 27 June 2025 at 1:00pm NZT at Eden Park, World Cup West Lounge, 42 Reimers Ave, Gate
G, 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 (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

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NOTICE OF 2025 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.
Date of meeting
Friday 27 June 2025
Time
1:00pm NZT
Location
Eden Park, World Cup Lounge West,
Gate G, 42 Reimers Avenue, Kingsland,
Auckland 1024
Virtual link
https://meetnow.global/nz
EROAD Limited, Auckland, New Zealand
NOTICE OF 2025 ANNUAL
SHAREHOLDERS’ MEETING

All resolutions have the unanimous
support of the Board. In particular, the
Board supports re-election of Susan
Paterson and Sara Gifford, and election of
John Scott, as it considers their experience
and skill sets contribute to the overall mix
of functional and strategic competencies
required by EROAD.
Items of Business
a. Chair’s 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
Rebecca Lineham, Interim Chief Financial Officer
d. Ordinary Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
1. Re-election of Director
That Susan Paterson, having retired in accordance with NZX Listing Rule 2.7.1,
be re-elected as a Director of EROAD (see Explanatory Note 1).
2. Re-election of Director
That Sara Gifford, having retired in accordance with NZX Listing Rule 2.7.1, be
re-elected as a Director of EROAD (see Explanatory Note 2).
3. Election of Director
That John Scott, having been appointed by the Board and only holding
office until the Annual Shareholders’ Meeting in accordance with NZX
Listing Rule 2.7.1, be elected as a Non-Executive Director of EROAD (see
Explanatory Note 3).
4. Appointment of Auditors and Auditor Remuneration
That the Directors be authorised to fix the fees and expenses of KPMG as the
auditor of EROAD (see Explanatory Note 4).
Further information relating to
these Resolutions is set out in the
Explanatory Notes accompanying this
Notice of Meeting. Please read and
consider the Resolutions together with
the Explanatory Notes.

RESOLUTION 1
Re-election of Director
That Susan Paterson, having
retired in accordance with NZX
Listing Rule 2.7.1, be re-elected
as a Director of EROAD.
Explanatory Note 1
Under Rule 2.7.1 of the NZX Listing Rules, and in
accordance with clause 27.1 of the constitution of
EROAD, a Director must not hold office (without re-
election) past the third annual meeting following the
Director’s appointment or 3 years, whichever is longer.
If the Director is eligible, they may offer themselves for
re-election by shareholders at the third annual meeting
following their appointment. In this case, Susan Paterson
retired and, being eligible, offers herself for re-election
by shareholders at this Annual Shareholders’ Meeting.
Susan Paterson is a Non-Executive Director who the
Board considers to be an Independent Director, as
described in the NZX Listing Rules and taking into
account all relevant factors (including the director’s
interests, position or relationship), including the factors
in Table 2.4 of the NZX Corporate Governance Code
dated 31 January 2025. A brief biography outlining Susan
Paterson’s history and experience is set out below.
At the Annual Shareholders’ Meeting, a resolution to
re-elect Susan Paterson will be put to shareholders. The
Board unanimously recommends that shareholders vote
in favour of the re-election of Susan Paterson.
Susan Paterson
B.Pharm, MBA (London Business School), ONZM
Board Chair
Member of the EROAD Board since March 2019
Susan is a professional director with more than 25 years
of governance experience across listed companies,
government bodies, private businesses and not-for-
profits. She has held executive roles in pharmaceuticals,
IT strategy and management, working in both New
Zealand and overseas. Susan is currently Chair of Steel
& Tube and IT consultancy Theta, and a director of the
Reserve Bank of New Zealand, Les Mills NZ, Energy
Education Trust and Lodestone Energy. Susan has
held governance roles across a wide range of sectors
including infrastructure, energy, media, and financial
services. Her previous directorships include Goodman
Property Trust, Arvida, Transpower and Sky TV. Susan
is an Officer of the New Zealand Order of Merit for
services to governance and a Chartered Fellow of the
Institute of Directors.

RESOLUTION 2
Re-election of Director
That Sara Gifford, having retired
in accordance with NZX Listing
Rule 2.7.1, be re-elected as a
Director of EROAD.
Explanatory Note 2
Under Rule 2.7.1 of the NZX Listing Rules, and in
accordance with clause 27.1 of the constitution of
EROAD, a Director must not hold office (without re-
election) past the third annual meeting following the
Director’s appointment or 3 years, whichever is longer.
If the Director is eligible, they may offer themselves for
re-election by shareholders at the third annual meeting
following their appointment. In this case, Sara Gifford
retired and, being eligible, offers herself for re-election
by shareholders at this Annual Shareholders’ Meeting.
Sara Gifford is a Non-Executive Director who the Board
considers to be an Independent Director, as described
in the NZX Listing Rules and taking into account all
relevant factors (including the director’s interests,
position or relationship), including the factors in Table
2.4 of the NZX Corporate Governance Code dated 31
January 2025. A brief biography outlining Sara Gifford’s
history and experience is set out below.
At the Annual Shareholders’ Meeting, a resolution to re-
elect Sara Gifford will be put to shareholders. The Board
unanimously recommends that shareholders vote in
favour of the re-election of Sara Gifford.
Sara Gifford
MSE (Software Engineering)
Chair, People & Culture Committee
Member of the EROAD Board since March 2022
Sara is a technology executive with broad experience
leading international software companies across
logistics, transportation and supply chain. She brings
product and commercial expertise, with a proven
track record of driving growth, digital transformation
and customer value. Sara served as Chief Solutions
Officer and executive board member at Quintiq,
where she held global P&L responsibility and led
product and go-to-market strategy during a period
of international expansion. She has been applying AI
in enterprise software for over 20 years. Sara was a
director of SaaS company Spiro through its successful
exit and is currently CEO and co-founder of ActiVote, a
nonpartisan civic technology company. She combines
technical expertise with a strategic approach to people
and culture, advising on leadership, talent and the
human drivers of innovation and growth.

RESOLUTION 3
Election of Director
That John Scott, having been
appointed by the Board and, in
accordance with NZX Listing
Rule 2.7.1, only holding office
until the Annual Shareholders’
Meeting, be elected as a Non-
Executive Director of EROAD.
Explanatory Note 3
Under 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. John Scott was appointed
by the Board on 1 March 2025, and, being eligible, offers
himself for election by shareholders at the Annual
Shareholders’ Meeting.
John Scott is a Non-Executive Director who the Board
considers to be an Independent Director, as described
in the NZX Listing Rules and taking into account all
relevant factors (including the director’s interests,
position or relationship), including the factors in Table
2.4 of the NZX Corporate Governance Code dated 31
January 2025. A brief biography outlining John Scott’s
experience is set out below.
At the Annual Shareholders’ Meeting a resolution to
elect John Scott will be put to shareholders. The Board
unanimously recommends that shareholders vote in
favour of the election of John Scott.
John Scott
B.Eng
Member, Technology Committee
Member of the EROAD Board since March 2025
John is a technology leader with decades of experience
in global product development, commercial strategy
and digital transformation. He has held executive roles
including Chief Product Officer, Chief Operating Officer,
Chief Marketing Officer and Chief Executive across
public, private, VC and PE-backed companies. John
was previously CEO of Invenco and a senior executive
at Navico, two high-growth New Zealand technology
businesses that scaled successfully on the global stage.
He has built and led teams across engineering, product,
sales, marketing and supply chain in markets including
the US, UK, Europe and Asia. John currently serves on
several boards and advises companies across hardware,
software, and emerging tech sectors. He brings a
practical, product-led lens to innovation, growth and
governance.

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 NZT
on Wednesday 25 June 2025.
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 (i.e. before 1PM
NZT on Wednesday 25 June 2025) .
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. 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 4
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 4
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 unanimously 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.

VENUE INFORMATION
Eden Park, World Cup Lounge West,
42 Reimers Avenue, Gate G Kingsland,
Auckland 1024
Can we switch the purple showing the bowl to look more like the ANZ map.
They have used grey for the bowl and even shown
a shadow on the eld and goal posts which I really like.
I also really like how they have shown the surrounding area – think we can
incorporate that into ours in the buildings.
Can you add a legend or key on the bottom as ANZ has done? Feel free to use
similar symbols. We will add F&B and the other items in the next phase.
P5
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Train stationCar parking
Ticket OfficeEntry GateWalking Route
HIGH
PERFORMANCE
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SERVICE ROAD
CRICKET BLOCK
TO KINGSLAND STATION
NORTH STAND
SOUTH STAND
BUS HUB
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ATM
Vehicle entry
TO DOMINION ROAD
TO DOMINION ROAD
eroadglobal.com/investors

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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 Wednesday, 25 June 2025.
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 - 4.
Approval Thresholds
Resolutions 1, 2 and 3 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 World Cup West Lounge, Eden Park,
42 Reimers Avenue, Gate G, Kingsland, Auckland
on Friday, 27 June 2025 at 1:00 pm (NZT).
Ordinary Business
Resolution 1Re-election of Director
That Susan Paterson, having retired in accordance with NZX Listing Rule 2.7.1, be re-elected as a Director
of EROAD (see Explanatory Note 1).
Resolution 2Re-election of Director
That Sara Gifford, having retired in accordance with NZX Listing Rule 2.7.1, be re-elected as a Director of
EROAD (see Explanatory Note 2).
Resolution 3Election of Director
That John Scott, having been appointed by the Board and only holding office until the Annual Shareholders’
Meeting, in accordance with NZX Listing Rule 2.7.1, be elected as a Non-Executive Director of EROAD
(see Explanatory Note 3).
Resolution 4Appointment of Auditors and Auditor Remuneration
That the Directors be authorised to fix the fees and expenses of KPMG as the auditor of EROAD
(see Explanatory Note 4).
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 World Cup West Lounge, Eden Park, 42 Reimers Avenue, Gate G, Kingsland, Auckland on Friday, 27 June 2025 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):

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red 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 t
he
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 complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u 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.