EROAD Releases Updated Proxy Form

EROAD Releases Updated Proxy Form

25 May 2026

EROAD Limited (NZX/ASX: ERD) advises that it has released an updated version of the proxy form in relation to its
Notice of Meeting released earlier today, which corrects minor cross-referencing errors.

Shareholders who have already submitted a proxy form do not need to take any action unless they wish to amend their
voting instructions.

The updated proxy form is attached to this announcement and accompanies the Notice of Meeting on EROAD’s
website.

If you have any questions, please contact EROAD’s share registry, Computershare, at
corporateactions@computershare.co.nz.

ENDS

Authorised for release to the NZX and ASX by Ksenija Chobanovich, General Counsel and Company Secretary,
EROAD Limited.


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

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







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

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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
Turn over to complete the form to vote
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.
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:
www.investorvote.co.nz
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 2.
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 3.
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 4.
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 5.
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 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 6.
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
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.
For
Against
Abstain
Proxy
Discretion
For
Against
Abstain
Proxy
Discretion
For
Against
Abstain
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 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.
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):
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