Capital Change Notices and Appendix 2A

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
Issue of unquoted Performance
Share Rights (PSRs),
convertible to EROAD
ordinary shares pursuant to
the 2026 Grant (2026 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
1,875,966
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. 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 2026 Grant
comprise 1% 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
2026 Grant comprise three
tranches.
First Tranche
The first tranche of PSRs
becomes exercisable on a
participant remaining employed
on 31 March 2028 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 2028 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 if at the
end of the three-years, the Rule
of 40 metric has been achieved.
Revenue growth will be
calculated by comparing the
total revenue for the period
ending 31 March 2028 against
the revenue for the prior period
ending 31 March 2027
(expressed as a %).
Free Cash Flow Margin will be
calculated as free cash flow
divided by total revenue for the
same 12-month period
(expressed as a %).
The Rule of 40 score is the
sum of these two percentages.
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.

Template
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 1,875,966 PSRs for the
FY26 Grant under EROAD’s
Long Term Incentive Plan.
Further background regarding
EROAD’s FY26 Remuneration
Framework and the Plan will be
available in EROAD’s FY26
Remuneration Report.

Board resolution dated 18 July
2025.
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 4,280,176
PSRs on issue.

This total includes this PSR
issue, and PSRs issued in
connection with the following
grants (corrected from prior
announcements due to rounding
discrepancies):
• EROAD FY24 LTI Grant
1,533,941 PSRs
• EROAD FY25 LTI Grant
2,746,235 PSRs
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 18 July
2025.
NZX Listing Rule 4.6.1.

Template
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 05/12/2025
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 08/12/2025

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Template
Capital Change Notice

Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

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 351,841
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)
1

0.19%
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)
Vesting of 351,841 ordinary shares to
participants under EROAD’s FY24, FY25
and FY26 Long-Term Incentive Plans.
Board resolutions dated 30 June 2023, 25
June 2024, 25 September 2024, 18 July
2025 and 3 December 2025.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of 351,841 ordinary shares to
participants under the Plan. Board
resolutions dated 30 June 2023, 25 June
2024, 25 September 2024, 18 July 2025
and 3 December 2025.
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.
187,966,817 ordinary shares

• Under EROAD’s FY24 Long-Term
Incentive Plan, 55,838 PSRs
lapsed to cover participant tax
liabilities and 15,178 PSRs lapsed
due to unmet performance
conditions.

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

• Under EROAD’s FY25 Long-Term
Incentive Plan, 44,051 PSRs
lapsed to cover participant tax
liabilities and 250,896 PSRs lapsed
due to unmet performance
conditions.
• 9,512 PSRs have lapsed under
EROAD’s FY26 Long-Term
Incentive Plan to account for
participant tax liability.

No treasury stock held.
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
Director’s resolutions dated 30 June 2023,
25 June 2024, 25 September 2024, 18
July 2025 and 3 December 2025.
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The shares rank pari passu with existing
shares.
Date of issue/acquisition/redemption
2
05/12/2025
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 +6421020761650
Contact email address Eleanor.Koningham@eroad.com
Date of release through MAP 08/12/2025




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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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
Monday December 08, 2025
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
351,84105/12/2025
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
8/12/2025
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
351,841
The first date the options were
exercised or other +convertible
securities were converted
5/12/2025
The last date the options were
exercised or other +convertible
securities were converted
5/12/2025
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
5/12/2025
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
351,841
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 Long-Term Incentive Plan.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
0.000000
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 NZX187,966,817
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 RIGHTS4,775,601