EROAD Notice of Meeting, ASM Update and Director Changes

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EROAD Notice of Meeting, ASM Update and Director Changes

25 May 2026
EROAD Limited (NZX/ASX: ERD) advises that the date of its 2026 Annual Shareholders'
Meeting has been changed from that previously announced. The 2026 Annual Shareholders’
Meeting will now be held on Wednesday, 24 June 2026 at 3:00 PM (NZT) at EROAD Offices at
Level 3, 260 Oteha Valley Road, Albany, Auckland. The Notice of Meeting and Proxy Form for
the Annual Shareholders’ Meeting are attached.
Director Changes
Barry Einsig has notified the Board of his intention not to stand for re-election at the ASM. The
Board thanks Barry for his contribution during his tenure.
Ryan Brosnahan was recently appointed to the Board as a Non-Executive Director and is
standing for election at the ASM. The Board recommends shareholders vote FOR his election.
Ampfield Nominations and Resolutions
The Company has received nominations from Ampfield Holdings, L.P. (which holds
approximately 15.3% of EROAD's shares) for three candidates – Ian Whiting, Scott Smith and
Steve Hammond– to be elected as directors. Ampfield has also submitted resolutions
proposing the removal of two existing directors – John Scott and Sara Gifford – from the
Board.
Having carefully considered each nomination through its established process, the Board
recommends shareholders vote FOR the election of Ian Whiting and AGAINST the elections of
Scott Smith and Steve Hammond. The Board also recommends shareholders vote AGAINST
both removal resolutions.
The Board's full recommendations and reasons are set out in the Notice of Meeting. The Board
encourages all shareholders to read it carefully and to exercise their vote to determine the
composition of the Board of their company.
ENDS

Page 2 eroad.co.nz
Authorised for release to the NZX and ASX by Ksenija Chobanovich, General Counsel and
Company Secretary.
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:
Jackie Ellis
jackie@ellisandco.co.nz
+64 27 246 2505

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NOTICE OF 2026 ANNUAL
SHAREHOLDERS’ MEETING

2
Date of meeting
Wednesday 24 June 2026
Time
3:00pm NZT
Location
EROAD HQ, Level 3, 260 Oteha Valley Road, Albany,
Auckland, New Zealand 0632
Virtual link
https://meetnow.global/nz
EROAD Limited, Auckland, New Zealand
NOTICE OF ANNUAL
SHAREHOLDER MEETING 2026
2
This is an important document and requires your
URGENT ATTENTION.
Your vote is VERY IMPORTANT. You are encouraged to either attend
the Annual Shareholders’ Meeting (ASM) and vote, cast a postal vote, or
appoint a proxy to attend and vote at the ASM on your behalf.
If you intend to cast a postal vote or appoint a proxy, please complete
and return your proxy form (or cast a postal vote or appoint a proxy
online) as soon as possible and in any event prior to 3pm NZT on Monday
22 June 2026.
Your directors unanimously recommend you vote as follows:
FOR Resolutions 1 and 2 and FOR Resolution 7, and
AGAINST Resolutions 3, 4, 5 and 6.1
3
1
John Scott has abstained from making a recommendation in respect of Resolution 5 and Sara Gifford has abstained from making a recommendation in
respect of Resolution 6.
EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING

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EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholder,
A little over three months ago, in March 2026,
Ampfield Holdings, L.P. (“Ampfield”) – a New York-
based hedge fund – re-joined EROAD’s register
and is currently a 15.3% shareholder. Ampfield has
put forward five resolutions for shareholders to
consider at the Annual Shareholders’ Meeting – the
appointment of three of their nominated candidates to
the EROAD Board and the removal of two of EROAD’s
current directors, including the Executive Chair. The
Board believes the resolutions risk destabilising the
Company at a critical stage of its strategy and that the
resolutions are not aligned with the long-term interests
of all shareholders, customers, employees and other
stakeholders.
Your Board engaged with Ampfield in good faith
across multiple meetings and discussions, and we
believe that we share common ground with Ampfield
– indeed the strategic direction they are advocating
is already being executed as part of EROAD’s current
transformation program.
Despite this, Ampfield has formally submitted director
nominations and shareholder proposals in the form of
resolutions to be considered at the ASM.
The Board carefully considered each of Ampfield’s
nominees through the Board’s established
nominations process, including considering the skills
and expertise your Board has identified will add value
and take EROAD forward, and enable continued
implementation of the transformation strategy to drive
success.
LETTER FROM THE BOARD
25 May 2026
This letter accompanies the notice of meeting for EROAD’s Annual
Shareholders’ Meeting (ASM), scheduled for 3pm on 24 June 2026.
2
John Scott has abstained from making a recommendation in respect of Resolution 5 and Sara Gifford has abstained from making a recommendation in respect
of Resolution 6.
Ampfield Resolution Board voting recommendation
FORAGAINST
1That Ryan Brosnahan, having been appointed by the Board
and only holding office until the Annual Shareholders’ Meeting,
be elected as a Non-Executive Director of EROAD Limited with
effect from the end of the Annual Shareholders’ Meeting at
which this resolution is passed (see Explanatory Note 1)
2That Ian Whiting, having been nominated by Ampfield
Holdings, L.P., be appointed as a Non-Executive Director of
EROAD with effect from the end of the Annual Shareholders’
Meeting at which this resolution is passed (see Explanatory
Note 2).
3That Scott Smith, having been nominated by Ampfield
Holdings, L.P., be appointed as a Non-Executive Director of
EROAD with effect from the end of the Annual Shareholders’
Meeting at which this resolution is passed (see Explanatory
Note 3).
4That Steve Hammond, having been nominated by Ampfield
Holdings, L.P., be appointed as a Non-Executive Director of
EROAD with effect from the end of the Annual Shareholders’
Meeting at which this resolution is passed (see Explanatory
Note 4).
5That John Scott be removed as a director of the Company with
effect from the end of the Annual Shareholders’ Meeting at
which this resolution is passed (see Explanatory Note 5).
6That Sara Gifford be removed as a director of the Company
with effect from the end of the Annual Shareholders’ Meeting
at which this resolution is passed (see Explanatory Note 6).
7That the Directors be authorised to fix the fees and expenses
of KPMG as the auditor of EROAD Limited (see Explanatory
Note 7).
This letter sets out the decisive action the EROAD Board has been taking over the past six months to ‘reset’ the
business and deliver against our transformation plan, as well as the reasons your Board recommends you vote
against Resolutions 3, 4, 5 and 6.
Your Board advises that while it supports Ampfield’s
nomination of one candidate, Ian Whiting, it does
not support any of Ampfield’s other resolutions
and recommends shareholders vote against these.
More information on the Board’s reasons for our
recommendations is on the following pages.
The EROAD Board has undergone a refresh over
the past 18 months, with the appointment of two
new directors, one of whom is standing for election
by shareholders at the Meeting - Ryan Brosnahan.
Mr Brosnahan has the credentials needed by the
Board at this time, including experience to deliver
complex change in regulated, technology-intensive
environments. The Board unanimously recommends
shareholders vote in favour of this resolution.
The Board also unanimously supports John Scott and
Sara Gifford and recommends shareholders vote
against resolutions proposed by Ampfield to remove
them. John and Sara are excellent directors and strong
contributors and add considerable value to the Board’s
discussions and actions.
In summary:
Your directors unanimously recommend that you
vote FOR Resolutions 1, 2 and 7 and AGAINST each
of Resolutions 3, 4, 5 and 6.2

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EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETINGEROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
Letter from the Board - continuous
Strategic Transformation
The transformation program commenced in October
2025, led by John Scott as Executive Chair. It is
focused on five strategic priorities: operations,
product, customer experience, AI capability and eRUC
expansion. EROAD is making substantial progress on
all strategic priorities with significant improvement
being targeted for FY28.
The transformation initiatives are also the result of the
Board acting on shareholder feedback, including from
Ampfield. There is still significant work to do, but the
trajectory has shifted. The Board requires continuity of
leadership to deliver.
Our FY26 group result reflects the group-wide
transformation underway to address legacy product
and operational challenges, a refocus on EROAD’s
core ANZ markets, and a reset of operations under a
regional operating model. Our balance sheet remains
strong with $49.0 million of liquidity, enabling us to
execute on our strategic initiatives without the need
for further capital.
The Board and leadership team has been refreshed
over the past 12 months, and John Scott – a Board
director since March 2025 – was appointed Executive
Chair in October. We are in the final stages of recruiting
a new CEO with an appointment expected in the
coming weeks, at which time John will cease to have
an executive role and return to being a non-executive
director.
An external Board review conducted by the Institute
of Directors (IoD) in FY26 found that the Board’s
decision-making has been steady and principled, even
in the face of difficult choices. It also noted that the
Board has shown a clear commitment to EROAD’s
long-term success.
Board engagement with Ampfield
The Board considers it important that you have
visibility of its engagement with Ampfield before you
vote.
The Board has engaged with Ampfield seriously and
in good faith across multiple meetings and many
hours of substantive discussion. The strategic direction
was close to making its final decision on a permanent
CEO with customer-led and turn around experience.
The uncertainty created by Ampfield’s proposals
has directly complicated that final step. The Board
is nonetheless committed to concluding the CEO
appointment as quickly as possible, in the interests of
all shareholders, and expects to be in a position to do
so shortly.
Reasons for the Board’s
recommendations on the Ampfield
resolutions
The Board assesses director candidates in line with its
policy for appointment and nomination of directors,
with a particular focus on the identified skills gaps
in the Board’s current composition. An important
consideration of the Board’s renewal process has
been to effect a geographic re-balancing of the Board
given EROAD’s strategic refocus on its core markets of
Australia and New Zealand.
Against that criteria, the Board supports Ampfield’s
director nomination for Ian Whiting. His skills,
experience and location in Australia are directly
relevant to the Board’s priority skills gap. We
recommend that shareholders vote in favour of his
appointment.
However, after careful consideration, the Board was
not able to support Ampfield’s other nominations of
Steve Hammond or Scott Smith for three key reasons:
• Diversity of skills and experience: neither
nominee has the two priority skills gaps identified
by the Board - ANZ market & technology expertise
and financial leadership. Both are based in North
America and do not have material ANZ market
experience. Their backgrounds are primarily in
the Constellation Software portfolio model which
would reduce, rather than improve, the diversity
of thought on the Board at a critical time. The
Board also notes that, subject to Ian Whiting’s
election, the Board will already benefit from deep
Constellation Software operational experience,
focused on ANZ markets. Mr Whiting’s value
to the Board lies precisely in that combination:
Constellation Software operational discipline
and financial expertise applied in the two key
Ampfield is advocating - such as a sharper ANZ
focus, regional accountability, cost discipline and free
cash flow generation - is already being executed as
a result of changes the Board has been making over
the last six months and significant improvements are
now beginning to take hold. The Board has offered
Ampfield a briefing on the transformation programme
already underway. That opportunity was not taken
up in time to inform the process before the Notice of
Meeting was finalised.
Ampfield has exercised its right as a shareholder to
put forward director nominations and proposals as
outlined above after the Board declined to appoint its
preferred candidates. EROAD believes that any major
change in Board composition, leadership and strategic
direction at this time would not be in the interests of
any shareholder, including Ampfield, given EROAD
is at a critical junction in executing its strategy reset.
The Board also strongly believes that the composition
of the Board of your company is a matter for all
shareholders to have a say on.
The Board also considers it important you are aware
that in response to EROAD’s request that it consider
withdrawing resolutions 3,4,5 and 6, Ampfield
proposed to withdraw its resolutions to remove John
Scott and Sara Gifford on the condition that Steve
Hammond be appointed as Interim CEO of EROAD for
a minimum period of six months.
While shareholders do not have the right to put
forward a CEO nomination, the Board believes it is
important you are aware of this proposal as we believe
it speaks plainly to Ampfield’s intentions.
The Board is committed to appointing a CEO with its
carefully considered executive recruitment process,
not under pressure from a single shareholder. The
Board included Steve Hammond as a candidate in this
process - EROAD’s independent search partners did
not recommend his appointment.
EROAD agrees with Ampfield that appointing the
right CEO is the single most important decision
facing EROAD, which is why the Board has invested
significantly in a rigorous search process conducted
with independent search partners, assessing
candidates against a detailed scorecard. The Board
markets. Mr Hammond and Mr Smith do not offer
that combination. Their Constellation Software
experience has been applied primarily in North
American and European contexts, and neither
brings the ANZ market proximity, customer
insight, or cultural understanding that EROAD’s
transformation requires. Appointing two further
directors from the same institutional background,
without that market relevance, would concentrate
rather than diversify the Board’s perspective at a
time when breadth of thinking is essential.
• Independence: the Board has formed the view
that Mr Hammond would not qualify as an
independent director under NZX Listing Rule
2.6. We have not had the opportunity to meet
Mr Smith directly and do not consider we have
sufficient information to make an independence
determination in respect of him.
• Geographical balance: Ampfield’s proposals
would move the Board composition in the wrong
direction. After more than six years on the EROAD
Board, Independent Non-Executive Director Barry
Einsig has informed the Board of his decision to
retire at the ASM – the conclusion of his current
term. In light of Mr Einsig’s decision, the Board’s
preferred composition would deliver four New
Zealand-based directors, one Australia-based
director and one North America-based director.
Ampfield’s proposals would instead increase the
proportion of North America-based directors.
The Board strongly disagrees with Ampfield’s
proposed resolutions to remove John Scott and Sara
Gifford from the Board and recommends shareholders
vote AGAINST those resolutions.
As mentioned, John Scott has led a fundamental
reset of the business since October 2025, overseeing
our comprehensive transformation programme that
has restructured the leadership team, refocused
the strategy on ANZ, restored cost discipline and
reported financial results with a level of transparency
and candour that reflects the Board’s commitment
to rebuilding shareholder trust. His continued
leadership through this period is critical to ensuring
the transformation delivers for all shareholders.

8
AExecutive Chair’s Overview
John Scott, Executive Chair
B Financial Statements and Auditor’s Report
Ciara McGuigan, Chief Financial Officer
COrdinary Resolutions
To consider, and if thought fit, pass the following ordinary resolutions:
1. Election of Director
That Ryan Brosnahan, having been appointed by the Board and only holding office until the Annual
Shareholders’ Meeting, be elected as a Non-Executive Director of EROAD Limited with effect from the
end of the Annual Shareholders’ Meeting at which this resolution is passed (see Explanatory Note 1).
2. Election of Director
That Ian Whiting, having been nominated by Ampfield Holdings, L.P., be appointed as a Non-
Executive Director of EROAD with effect from the end of the Annual Shareholders’ Meeting at which
this resolution is passed (see Explanatory Note 2)
3. Election of Director
That Scott Smith, having been nominated by Ampfield Holdings, L.P., be appointed as a Non-
Executive Director of EROAD with effect from the end of the Annual Shareholders’ Meeting at which
this resolution is passed (see Explanatory Note 3).
4. Election of Director
That Steve Hammond, having been nominated by Ampfield Holdings, L.P., be appointed as a Non-
Executive Director of EROAD with effect from the end of the Annual Shareholders’ Meeting at which
this resolution is passed (see Explanatory Note 4)
5. Removal of Director
That John Scott be removed as a director of the Company with effect from the end of the Annual
Shareholders’ Meeting at which this resolution is passed (see Explanatory Note 5)
6. Removal of Director
That Sara Gifford be removed as a director of the Company with effect from the end of the Annual
Shareholders’ Meeting at which this resolution is passed (see Explanatory Note 6)
7. Appointment of Auditors and Auditor Remuneration
That the Directors be authorised to fix the fees and expenses of KPMG as the auditor of EROAD
Limited (see Explanatory Note 7)
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.
Your directors unanimously do not support Resolutions 3, 4, 5 and 6 and strongly recommend that you vote
against each of these Resolutions.3
ITEMS OF BUSINESS
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.
NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
3
John Scott has abstained from making a recommendation in respect of Resolution 5 and Sara Gifford has abstained from making a recommendation in respect
of Resolution 6.
Sara Gifford has leaned in to support the
transformation programme of work and brings
valuable skills and experience to the Board and
spends considerable time in New Zealand, which
supports EROAD’s renewed ANZ focus.
The Board values Ampfield’s ongoing interest in
the Company as a significant shareholder and
its offer to continue engaging in good faith with
Ampfield remains open.
The Decision Before You
Ultimately it will be for shareholders to
determine the composition of the EROAD Board
by voting on the various resolutions at the
Annual Shareholders’ Meeting.
The EROAD Board remains fully committed
to acting in the best interests of EROAD, its
shareholders and continuing to grow a business
which delivers value for all shareholders.
Vote FOR Resolutions 1, 2 and 7. Vote AGAINST
Resolutions 3, 4, 5 and 6.
Yours sincerely,
EROAD Board of Directors
9
EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING

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EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
Explanatory Note 1
Under Listing 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. Ryan Brosnahan was
appointed by the Board on 22 May 2026 with effect
from 1 June 2026 and, being eligible, offers himself for
election by shareholders at the Annual Shareholders’
Meeting. Ryan Brosnahan is a Non-Executive Director
who the Board considers to be a Non-Independent
Director, as described in the NZX Listing Rules, due to
his recent executive engagement with EROAD.
Ryan Brosnahan is paid in his local currency (being
NZD) and in line with the rates paid to EROAD’s other
New Zealand-based Non-Executive Directors. A brief
biography outlining Ryan Brosnahan’s experience is set
out below.
Your directors unanimously support the appointment
of Mr Brosnahan as a director of EROAD Limited and
strongly recommend that you vote FOR Resolution 1.
Explanatory Note 2
The Board has identified ANZ technology and market
expertise, as well as financial expertise, as a priority
skills gap. Mr Whiting’s background, geographic
location and operational experience in the ANZ
technology sector are directly relevant to that identified
gap. His financial qualifications as a Certified Practising
Accountant also assists in addressing the Board’s
identified need for additional financial expertise.
The Board considers that Mr Whiting’s appointment
would be in the interests of all shareholders and
would strengthen the Board’s capability in an area
the Board has identified as a priority. The Board does
not consider it has sufficient information to make an
independence determination in respect of Mr Whiting
for the purposes of the NZX Listing Rules. If Mr Whiting
is appointed as a director of EROAD, the Board will
make this assessment, and advise shareholders of the
same via NZX and ASX, within 10 business days of his
appointment.
Your directors unanimously support the appointment
of Mr Whiting as a director of EROAD Limited and
strongly recommend that you vote FOR Resolution 2.
Ryan Brosnahan
BCom (Accounting and Finance) (University of Otago),
MSc (Finance) (London Business School)
Ryan Brosnahan is a highly experienced financial
services and technology executive with more than 25
years’ international experience across New Zealand,
Australia, the United Kingdom, Asia and the United
States. His career has focused on large scale digital
transformation, strategy execution, and operational
delivery in complex, regulated environments.
Ryan recently held a temporary role as the Chief
Transformation Officer (part time) at EROAD and also
holds governance and advisory roles in fintech and
payments businesses in New Zealand and Australia,
including directorships with Banzpay and TrustPort, and
an advisory role with Revolut.
Prior to returning to New Zealand in 2025, Ryan was
Chief Transformation Officer at Bendigo and Adelaide
Bank, where he was responsible for technology,
digital, data and payments, and led the Group’s digital
transformation programme.
Earlier, Ryan held a range of senior leadership roles
at ANZ over a 15 year period, including General
Manager Services (New Zealand), Head of Projects
and Investments, and General Manager Transformation
Projects. In these roles, he oversaw major enterprise
programmes, technology and payments initiatives, and
large scale investment portfolios.
Ryan also has prior international experience in senior
finance and operating roles in the United Kingdom and
New Zealand.
Ryan brings to the Board deep expertise in technology
and digital transformation, payments infrastructure, and
execution of complex change programmes, together
with recent governance experience in the fintech and
payments sector.
The Board considers that Ryan’s extensive experience
in technology enabled transformation and execution
oversight will strengthen EROAD’s capability as it
continues to deliver on its strategy.
Ian Whiting
Ian Whiting is a Certified Practising Accountant (CPA
Australia), a Member of the Australian Institute of
Company Directors, and holds a Bachelor of Business.
He is an experienced company director with
extensive expertise in the development, governance
and international expansion of enterprise and
vertical-market software businesses, including strategic
leadership, mergers and acquisitions, and business
transformation.
Ian began his career in accounting and auditing before
moving into the technology sector, where he became
a part-owner of a software business that grew to more
than 350 employees prior to a successful exit. He
subsequently held senior leadership roles in software
organisations across North America and Europe,
gaining significant experience in global markets.
He later led an Australian software company serving
the automotive aftermarket and electrical wholesale
sectors, which was acquired by Constellation Software.
During his tenure with Constellation, he played a key
role in growing a portfolio of software businesses across
multiple jurisdictions, significantly expanding both scale
and revenue.
Ian has broad sector experience across wholesale,
retail and manufacturing software solutions, including
automotive and transport, apparel, construction,
financial services, government, insurance and health.
His background combines strong financial discipline
with operational and strategic leadership, supporting
effective governance and sustainable growth.
RESOLUTION 1
Election of Director
That Ryan Brosnahan, having been
appointed by the Board and only holding
office until the Annual Shareholders’
Meeting, be elected as a Non-Executive
Director of EROAD Limited with effect
from the end of the Annual Shareholders’
Meeting at which this resolution is passed.
RESOLUTION 2
Election of Director
That Ian Whiting, having been nominated
by Ampfield Holdings, L.P., be appointed
as a Non-Executive Director of EROAD
with effect from the end of the Annual
Shareholders’ Meeting at which this
resolution is passed.
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EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
Explanatory Note 3
The Board does not support Mr Smith’s appointment.
Based on the information provided by Ampfield on
behalf of Mr Smith, it is the Board’s current view that
Mr Smith’s skills, expertise and experience are not
sufficiently compelling to support his appointment,
including relative to other appropriately qualified
director candidates considered by the Board. The
Board has not had the opportunity to meet Mr
Smith directly and does not consider it has sufficient
information to make an independence determination
in respect of him for the purposes of the NZX Listing
Rules.
Your directors unanimously do not support the
appointment of Mr Smith as a director of EROAD
Limited and strongly recommend that you vote
AGAINST Resolution 3.
Explanatory Note 4
The Board does not support Mr Hammond’s
appointment. Based on the information provided by
Mr Hammond, it is the Board’s current view that Mr
Hammond’s skills, expertise and experience are not
sufficiently compelling to support his appointment,
including relative to other appropriately qualified
director candidates considered by the Board. Based on
the Board’s engagements with by Mr Hammond and
Ampfield throughout this process, in the Board’s view,
if Mr Hammond is appointed as a director of EROAD,
he will not qualify as an independent director for the
purposes of the NZX Listing Rules.
Your directors unanimously do not support the
appointment of Mr Hammond as a director of EROAD
Limited and strongly recommend that you vote
AGAINST Resolution 4.
Scott Smith
Scott Smith is an experienced technology executive
and business leader with almost 40 years’ experience in
the global software industry, including senior executive
and chief executive roles within large‑scale software
businesses.
Scott spent 10 years with Constellation Software, where
he led and scaled a portfolio of more than 30 software
companies across sectors including PropTech, FinTech
and digital marketing.
Prior to Constellation Software, Scott spent 13 years at
Market Leader, where he held senior executive roles,
including President and General Manager, and was
involved in multiple ownership transitions, including a
public listing and subsequent acquisitions.
Earlier in his career, Scott held a range of roles at
Microsoft over approximately 15 years, spanning
customer, partner and product engagement functions
across North America and Europe.
Steve Hammond
Steve Hammond is an experienced technology
executive with extensive leadership experience in global
vertical‑market software businesses. His expertise
includes mergers and acquisitions, capital allocation,
post‑acquisition integration, operational improvement,
and portfolio leadership.
Steve co-founded a utility billing software company
that was acquired by Harris Computer (a Constellation
Software operating group). Following the acquisition,
he played a key role in growing the business through
product development, operational execution and
expansion into new markets.
He subsequently spent nearly two decades in senior
leadership roles within Harris Computer and the
broader Constellation Software group, where he was
responsible for acquiring, integrating and scaling
software businesses across multiple regions. His
experience includes leading business transformations,
improving financial performance, and developing
leadership capability across decentralised organisations.
Steve has significant international experience, having
worked across North America, the United Kingdom,
Europe, the Middle East, Australia and Africa.
Steve is currently a director of Lowfoot Inc. (Canada)
and has previously served as a director of Quorum
Information Technologies.
RESOLUTION 3
Election of Director
That Scott Smith, having been nominated
by Ampfield Holdings, L.P., be appointed
as a Non-Executive Director of EROAD
with effect from the end of the Annual
Shareholders’ Meeting at which this
resolution is passed.
RESOLUTION 4
Election of Director
That Steve Hammond, having been
nominated by Ampfield Holdings L.P., be
appointed as a Non-Executive Director of
EROAD with effect from the end of the
Annual Shareholders’ Meeting at which
this resolution is passed.

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EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
Your directors unanimously do not support the
removal of John Scott as a director of EROAD Limited
and strongly recommend that you vote AGAINST
Resolution 5.
Explanatory Note 5
Ampfield has proposed the removal of John Scott
on three grounds: that he is not independent, that
he is overboarded, and that his strategic orientation
prioritises growth over shareholder returns. The Board
addresses each of these in turn.
On independence
The Board acknowledges, and has consistently
disclosed, that John Scott does not qualify as an
independent director under the NZX Corporate
Governance Code in his current role as Executive Chair.
This is not new information. It has been transparent
to shareholders since his appointment to the
Executive Chair role in October 2025, including by
disclosing that the arrangement does not comply
with Recommendation 2.9 of the NZX Corporate
Governance Code.
The Executive Chair role was a deliberate and time-
limited response to a specific set of circumstances: the
departure of a CEO, the need for hands-on leadership
during a period of significant transformation, and the
absence of a permanent replacement. The Board’s
intention has always been to return to a conventional
governance structure once the CEO appointment
is made. This process is in its final stages, with an
appointment expected soon.
Every director owes their duties to all shareholders, not
to any individual who preceded them in a leadership
role. The Board has confidence in the independence of
its directors and in its own governance processes. There
is no foundation for the suggestion that a future Board
would be unable to exercise independent judgment
because of John Scott’s prior influence.
On overboarding
The Board is aware of John Scott’s other board
commitments and has satisfied itself that he is able to
meet his obligations to EROAD fully.
The Board notes that the NZSA’s overboarding policy
is a guideline, not a legal requirement, and that its
application requires judgment about the nature and
demands of each role. John Scott’s other board roles
are non-executive director and chair positions that
demand significantly less of his time than his Executive
Chair role at EROAD. The Board has engaged directly
with John Scott about the time commitment his role at
EROAD requires and is satisfied that EROAD receives
the priority and commitment that role demands. John
Scott dedicates the substantial majority of his working
week to EROAD — a level of time commitment that
reflects the hands-on nature of the Executive Chair role
and the pace of the transformation being executed.
The Board also notes that the volume and pace of
transformation work completed in the last six months
is not consistent with a Chair who is not dedicating
substantial time to the Company, and that John Scott
attended all of the Board meetings held in FY26.
On strategic orientation
This is the most substantive of Ampfield’s arguments,
and the Board addresses it directly.
Ampfield has characterised John Scott’s strategic
orientation as prioritising growth over shareholder
returns, citing references to competing with Samsara,
RESOLUTION 5
Removal of Director
That John Scott be removed as a director
of the Company with effect from the end
of the Annual Shareholders’ Meeting at
which this resolution is passed.
AI transformation and re-entering the United States.
This characterisation does not accurately reflect the
Board’s strategy that is already being executed.
The strategy John Scott has been leading is explicitly
focused on ANZ, conservative on North America, and
disciplined on capital allocation. North America is being
managed for cash generation and churn reduction, not
for growth investment.
The AI programme is being deployed to reduce
cost-to-serve and improve operational efficiency.
The Cleanaway partnership is a revenue-generating
enterprise rollout, not a speculative expansion.
The Board acknowledges that during introductory
meetings with some of Ampfield’s nominees, John
Scott discussed the competitive dynamics of the ANZ
market, including the risk of well-resourced global
competitors (such as Samsara) entering the region. As
part of that discussion, he outlined EROAD’s thinking
on how maintaining a presence in the United States
contributes to its broader competitive positioning. The
Board does not consider it appropriate to disclose the
detail of that strategic analysis in this document. What
the Board can say is that those observations were
made in the context of a considered and defensible
competitive long-term strategy, not as evidence of a
growth-at-all-costs orientation. The strategy being
executed today is focused on ANZ, on cost discipline,
on free cash flow generation, and on the eRUC
opportunity in New Zealand.
That is the strategy Ampfield itself has advocated.
The Board does not accept that discussing future
strategic horizons in a conversation with a shareholder
constitutes evidence of a growth-at-all-costs
orientation.
The Board shares shareholders’ desire for greater
visibility of financial targets and operating metrics.
EROAD is committed to transparency on financial
results and also on the operating metrics that detail and
tell the story of how the business is performing.
On share ownership
On share ownership, the Board notes that John Scott
has been in the Executive Chair role for under eight
months. The Board does not consider his current
shareholding to be determinative of his alignment
with shareholders, given the short tenure and the
circumstances in which he stepped into the role. The
Board also notes that when John Scott assumed
the Executive Chair role in October 2025, the Board
established a fixed trading plan under which 50% of
director fees, after tax, are used to purchase EROAD
shares on-market. This plan reflects a deliberate
commitment to increasing shareholder alignment over
time, and the Board considers it a more meaningful
indicator of long-term alignment than the current
shareholding level alone.
The Board strongly recommends shareholders vote
AGAINST the removal of John Scott.
Brief biographical details of John Scott are set out
below:
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 and
Navman, three 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.

16 17
EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
Your directors unanimously do not support the
removal of Sara Gifford as a director of EROAD
Limited and strongly recommend that you vote
AGAINST Resolution 6.
Explanatory Note 6
Sara Gifford is an experienced director who has been
on the Board of EROAD since April 2022.
Ampfield proposes to remove Sara Gifford for two
reasons. First, that her tenure on the Board has
coincided with a period of significant value destruction,
including the North American impairment and the
equity raise that followed the rejection of the Volaris
bid. Second, that the geographic composition of the
Board should be rebalanced toward the regions where
EROAD is listed and generates the majority of its
revenue, and that Ms Gifford’s location in the United
States makes her removal appropriate for that purpose.
The Board does not accept either of those reasons.
Board decisions are collective and are made in good
faith based on the information available at the time. It
is not appropriate to single out an individual director
for outcomes for which the Board as a whole is
responsible, and retrospective attribution of this kind is
not a proper basis for a removal resolution.
Ampfield seeks to remove Sara Gifford on the basis
of geographic rebalancing. However, Sara Gifford
maintains a residence in New Zealand and spends
considerable time in the country, giving her meaningful
proximity to one of EROAD’s core markets. At the
same time, Ampfield proposes to replace her with
Scott Smith and Steve Hammond, both of whom are
based in North America. Rather than rebalancing
the Board toward the regions where EROAD is listed
and generates the majority of its revenue, Ampfield’s
proposals would in fact increase the proportion of
North America-based directors on the Board.
Brief biographical details of Sara Gifford are set out
below:
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 6
Removal of Director
That Sara Gifford be removed as a director
of the Company with effect from the end
of the Annual Shareholders’ Meeting at
which this resolution is passed.
Explanatory Note 7
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.
RESOLUTION 7
Appointment of Auditors and
Auditor Remuneration
That the Directors be authorised to fix the
fees and expenses of KPMG as the auditor
of EROAD Limited.
17

18
The voting requirements for each of Resolutions 1 to
7 are set out on page 19under “Meeting Details”. The
consequences of shareholder voting decisions on those
Resolutions are summarised below.
Resolution 1: The election of Ryan Brosnahan as a
director of EROAD
• If Resolution 1 is passed, Mr Brosnahan will be elected
as a director of EROAD with effect from the end of
the Annual Shareholders’ Meeting.
• If Resolution 1 is not passed, Mr Brosnahan will step
down as a director of EROAD with effect from the
ASM.
Resolution 2: The election of Ian Whiting as a director
of EROAD
• If Resolution 2 is passed, Mr Whiting will be
appointed as a director of EROAD with effect from
the end of the Annual Shareholders’ Meeting.
• If Resolution 2 is not passed, Mr Whiting will not be
appointed as a director of EROAD.
Resolution 3: The election of Scott Smith as a director
of EROAD
• If Resolution 3 is passed, Mr Smith will be elected as
a director of EROAD with effect from the end of the
Annual Shareholders’ Meeting.
• If Resolution 3 is not passed, Mr Smith will not be
appointed as a director of EROAD.
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 Monday 22 June 2026
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 accordance
with the Board’s recommendations.
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 3pm
NZT on Monday 22 June 2026]).
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.
Resolution 4: The election of Steve Hammond as a
director of EROAD
• If Resolution 4 is passed, Mr Hammond will be
elected as a director of EROAD with effect from the
end of the Annual Shareholders’ Meeting.
• If Resolution 4 is not passed, Mr Hammond will not
be appointed as a director of EROAD.
Resolution 5: The removal of John Scott as a director
of EROAD
• If Resolution 5 is passed, Mr Scott will cease to be a
director and Executive Chair of EROAD with effect
from the end of the Annual Shareholders’ Meeting.
As John is the Chair of the Board, the Board will be
required to elect a new Chair.
• If Resolution 5 is not passed, Mr Scott will continue as
a director and Executive Chair of EROAD.
Resolution 6: The removal of Sara Gifford as a director
of EROAD
• If Resolution 6 is passed, Ms Gifford will cease to be
a director of EROAD with effect from the end of the
Annual Shareholders’ Meeting.
• If Resolution 6 is not passed, Ms Gifford will continue
as a director of EROAD.
Consequences Of Your Vote:MEETING DETAILS
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.
EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
19

Driving Directions
EROAD’s Albany office is conveniently located just off
State Highway 1 (Northern Motorway) in Auckland’s
North Shore business district.
• From Auckland CBD, take State Highway 1
northbound and exit at Oteha Valley Road.
• Turn left onto Oteha Valley Road and continue west
for approximately 1 km.
• The EROAD office is located at 260 Oteha Valley
Road in the Albany Lifestyle Centre, Level 3.
Parking
EROAD Visitor Parking
Visitor parking is available in the building car park.
Please proceed to Level 3 reception upon arrival for
visitor registration and parking guidance.
Alternative Public Parking
Free parking is available at the Hooton Reserve car
park, located just off Oteha Valley Road (refer to map
below).
Public Transport
The nearest major transport hub is Albany Bus Station,
approximately 5 minutes by car or a short bus ride from
the office.
Frequent NX1 and NX2 Northern Express services
operate between Albany and Auckland CBD.
VENUE INFORMATION
EROAD HQ, Level 3, 260 Oteha Valley Road, Albany, Auckland, New Zealand 0632
410
Albany Bus Station
Hooton Reserve
(Alternative Car Park)
To motorway
Corban Ave
Elliot Rose Ave
Kaipiho Ln
Ray St
Cornerstone Dr
Cornerstone Dr
Munrose Ln
Munrose Ln
Davies Dr
Don McKinnon Dr
Oteha Valley Rd
Oteha Valley Rd
Oteha Valley Rd
EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
20
Taxis
Taxi and rideshare services, including Uber
and local taxi operators, are readily available
throughout Auckland and can provide direct
drop-off to the EROAD Albany office entrance.
RSVP
If you are planning to attend the meeting
in person, please email Computershare at
corporateactions@computershare.co.nz with
the subject ‘EROAD Annual Meeting RSVP’ by
8 June 2026. Please indicate in your email if you
will be bringing a guest.
21

23
EROAD NOTICE OF 2026 ANNUAL SHAREHOLDERS’ MEETING
22
Ampfield is EROAD’s largest shareholder. We are long-
term investors and we believe that EROAD’s equity
value can be significantly increased by improving its
operating performance and capital allocation. EROAD’s
New Zealand business is a high-quality franchise,
but in our view, it has been mismanaged for years,
with the company funding a costly international
expansion that destroyed shareholder value. To our
knowledge, no member of the current board has direct
experience turning around or operationally improving
an underperforming vertical market software business.
We are proposing these resolutions because the board
requires directors with proven track records of turning
around underperforming software businesses and
delivering shareholder returns.
Why We Are Proposing Steve Hammond, Ian
Whiting, and Scott Smith
All three candidates bring decades of experience
acquiring, operating, and turning around
underperforming software businesses at Constellation
Software, the world’s pre-eminent operator of vertical
market software companies. We are long-term
shareholders of Constellation Software and have seen
its operating playbook deliver compounding returns
over many years, which gives us significant confidence
in these candidates. Based on our discussions with
the candidates, we expect their priorities to include
rationalizing the cost structure to bring margins in
line with comparable software businesses, improving
support quality and platform reliability, creating
geographic accountability with dedicated management
for each region, and installing an experienced operator
as CEO. This is a bottom-up approach focused on fixing
the core business first, which we believe is what EROAD
needs and what its shareholders deserve.
Steve Hammond co-founded a utility billing
software company, sold it to Harris Computer (part
of Constellation Software) in 2006, and doubled
the business post-acquisition. He spent nearly
20 years as a senior executive at Harris, building
the UK and International portfolio from scratch,
deploying capital across dozens of acquisitions,
and leading turnarounds. In his most recent role, he
built a portfolio of 10 businesses across 25 countries
contributing approximately US$150 million of revenue
at approximately 40% EBITA margins and growing
organically. He has 40 years of experience in vertical
market software spanning engineering, product, and
multi-region portfolio operations. Mr. Hammond’s
turnaround and multi-geography experience is directly
applicable to EROAD’s challenges. He is based in
Canada.
Ian Whiting spent nearly 14 years as Group CEO of
Vela APX (part of Constellation Software), growing the
group from one ANZ business to 48 companies across
five regions with over US$150 million in revenue at
approximately 30% EBIT margins. He served as director
of 70 companies spanning verticals from wholesale
distribution to finance. He holds Certified Practicing
Accountant designation, with deep experience in M&A,
business transformation, and turnarounds. Mr. Whiting’s
experience running a large ANZ-based software
portfolio and driving operational improvement is
directly relevant to EROAD. He is based in Australia.
Scott Smith spent 10 years at Constellation Software
building a portfolio of 32 companies across PropTech,
FinTech, and Digital Marketing, growing revenue from
~US$40 million to over US$400 million. He had P&L
ownership across businesses ranging from US$5
million to US$150 million in revenue, driving revenue
growth and margin improvement. He has 39 years of
The following information has been provided by Ampfield
for inclusion in the Notice of Meeting. It does not
represent the views of EROAD or its Board of directors.
experience in the software industry, including 13 years
at Market Leader (IPO through US$365 million sale to
Trulia) and 15 years at Microsoft. Mr. Smith’s experience
scaling and improving decentralized software
portfolios is directly applicable to EROAD’s challenges.
He is based in the United States.
Why We Are Proposing the Removal of John Scott
Mr. Scott is not independent. He serves as Executive
Chairman, a role he assumed in October 2025. As an
executive of the Company, he cannot be considered
independent under the NZX Corporate Governance
Code. We are concerned that his views on strategy are
entrenched and his role carries significant influence
over the board, which underpins the need for an
independent chair. Simply giving up the Executive
Chairman role will not mitigate those concerns due
to his likely ongoing influence over management and
other board members.
Mr. Scott is overboarded. In addition to his executive
role at EROAD, he chairs AoFrio, Digital Matter, and
Vessev, and joined the Gentrack board in January
2026. Under the NZSA’s overboarding policy, where a
chair counts as two roles, his board load significantly
exceeds the maximum of five role-equivalents. EROAD
has no permanent CEO and has had significant
executive turnover in recent months. It requires a chair
who can dedicate the substantial majority of their time
to the Company.
His stated strategic orientation prioritises growth
over shareholder returns. In our conversations, Mr.
Scott discussed competing with Samsara, pursuing
AI transformation, and re-entering the US through
investment, despite a NZ$135 million North American
impairment, without mentioning profitability, capital
efficiency, or return on investment. This echoes the
growth-at-all-costs pattern that has repeatedly
destroyed shareholder value at EROAD. He has not
held an investor day, outlined financial targets, or
disclosed a strategic plan, and is not financially aligned
with shareholders (owns fewer than 0.1% of shares
outstanding).
Why We Are Proposing the Removal of Sara Gifford
Ms. Gifford’s tenure has coincided with significant value
destruction. Ms. Gifford joined the board in January
2022, shortly after the Coretex acquisition. Since
her appointment, EROAD has diluted shareholders
through an equity raise at a substantial discount to the
price proposed in a takeover bid the board rejected,
taken the NZ$135 million North American impairment,
and seen two Co-CEOs depart.
She is based in Boston. We consider that the board
would be better served with North American
representation by the candidates proposed, taking
into account an appropriate board size of five to six
directors which balances the need for a skills refresh
from new members having operational expertise, and
continuity of governance provided by other existing
directors.
Ampfield Holdings, LP
654 Madison Avenue, Sixth Floor
New York, New York 10065
United States of America

eroadglobal.com/investors

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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
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Annual Meeting Admission and Proxy/Voting Form
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 Admission and Proxy/Voting 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 Admission and Proxy/Voting 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 online, 24 hours a day, 7 days a week:
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Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 3:00pm on Monday, 22 June 2026.
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.
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 express
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, 2 and 7 and against Resolutions 3, 4, 5 and 6.
Approval Thresholds
Resolutions 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.
Attending the Meeting
If you propose to attend the Annual Shareholders’ Meeting, please bring this
Admission and Proxy/Voting 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.
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.

Ordinary Business
Board
Recommendation
The following resolutions are endorsed by the Board. The Board considers that a vote FOR resolutions 1 and 2 is in the best
interests of EROAD Limited and its shareholders as a whole, and strongly recommends you vote FOR Resolutions 1 and 2.
Resolution 1Election of Director
That Ryan Brosnahan, having been appointed by the Board and only holding office until the Annual
Shareholders’ Meeting, be elected as a Non-Executive Director of EROAD Limited with effect from
the end of the Annual Shareholders’ Meeting at which this resolution is passed.
Your directors unanimously support the appointment of Mr Brosnahan as a director of
EROAD Limited and strongly recommend that you vote FOR Resolution 1.
FOR
Resolution 2Election of Director
That Ian Whiting, having been nominated by Ampfield Holdings, L.P., be appointed as a Non-
Executive Director of EROAD with effect from the end of the Annual Shareholders’ Meeting at
which this resolution is passed.
Your directors unanimously support the appointment of Mr Whiting as a director of EROAD
Limited and strongly recommend that you vote FOR Resolution 3.
FOR
The following resolutions are NOT endorsed by the Board. The Board considers that a vote AGAINST resolutions
3-6 is in the best interests of EROAD Limited and its shareholders as a whole, and strongly recommends you vote
AGAINST Resolutions 3-6.
Board
Recommendation
Resolution 3Election of Director
That Scott Smith, having been nominated by Ampfield Holdings, L.P., be appointed as a Non-
Executive Director of EROAD with effect from the end of the Annual Shareholders’ Meeting at
which this resolution is passed.
Your directors unanimously do not support the appointment of Mr Smith as a director of
EROAD Limited and strongly recommend that you vote AGAINST Resolution 4.
AGAINST
Resolution 4Election of Director
That Steven Hammond, having been nominated by Ampfield Holdings, L.P., be appointed as a
Non-Executive Director of EROAD with effect from the end of the Annual Shareholders’ Meeting at
which this resolution is passed.
Your directors unanimously do not support the appointment of Mr Hammond as a director of
EROAD Limited and strongly recommend that you vote AGAINST Resolution 5.
AGAINST
Resolution 5Removal of Director - resolution proposed by Ampfield Holdings, L.P.
That John Scott be removed as a director of the Company with effect from the end of the Annual
Shareholders’ Meeting at which this resolution is passed.
Your directors unanimously do not support the removal of John Scott as a director of EROAD
Limited and strongly recommend that you vote AGAINST Resolution 6.
AGAINST
Resolution 6Removal of Director- resolution proposed by Ampfield Holdings, L.P.
That Sara Gifford be removed as a director of the Company with effect from the with effect from
the end of the Annual Shareholders’ Meeting at which this resolution is passed.
Your directors unanimously do not support the removal of Sara Gifford as a director of
EROAD Limited and strongly recommend that you vote AGAINST Resolution 7.
AGAINST
The following resolution is endorsed by the Board. The Board considers that a vote FOR resolution 7 is in the best
interests of EROAD Limited and its shareholders as a whole, and strongly recommends you vote FOR Resolution 7.
Board
Recommendation
Resolution 7Appointment of Auditors and Auditor Remuneration
That the Directors be authorised to fix the fees and expenses of KPMG as the auditor of EROAD Limited.
FOR
Proxy/Voting Form
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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 EROAD HQ, Level 3, 260 Oteha Valley Road, Albany, Auckland, New Zealand 0632 and online via the Computershare Meeting Platform
https://meetnow.global/nz on Wednesday, 24 June 2026 at 3:00 pm (NZT) and at any adjournment of that meeting.
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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.
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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.