Capital Change Notice - Issue of Performance Share Rights

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
120,976
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 0.064% 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 1
April 2026 provided the
participant remains
employed on 31 March
2026 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 120,976 PSRs to the
participant under the Plan.
Further background regarding
EROAD’s Remuneration
Framework can be found in
EROAD’s Annual Report.

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

Board resolution dated 22
January 2026.
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 5,674,514
PSRs on issue.
This total includes this PSR
issue, and PSRs issued in
connection with the following
grants:
• EROAD FY24 LTI Grant
1,317,169 PSRs
• EROAD FY25 LTI Grant
2,330,820 PSRs (corrected
from prior announcements
due to a typographical
error)
• EROAD FY26 LTI Grant
1,905,549 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 resolution dated
22 January 2026.
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.

Template
Capital Change Notice

Updated as at June 2023

Date of issue/acquisition/redemption
2

18/02/2026
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
19/02/2026


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).