EROAD Limited — Major Shareholding Notification 2021

Aug 4, 2021

Disclosure of movement of 1% or more in substantial holding

Section 277, Financial Markets Conduct Act 2013

To NZX Limited And To ASX Limited And To EROAD Limited

Relevant event being disclosed: Movement of 1% or more in substantial holding

Date of relevant event: 5 August 2021

Date this disclosure made: 5 August 2021

Date last disclosure made: 5 July 2021

Substantial product holder(s) giving disclosure

Full name(s): Steven Newman and NMC Trustees Limited as trustee of the NMC Investment Trust

Summary of substantial holding

Class of quoted voting products: Ordinary shares in EROAD Limited (NZX Code: ERD) (“ EROAD ”)

Summary for Steven Newman

For this disclosure,—

• (a) total number held in class: 13,616,038

• (b) total in class: 93,437,559

• (c) total percentage held in class: 14.572%

• For last disclosure,—

• (a) total number held in class: 13,044,609

• (b) total in class: 81,896,340

• (c) total percentage held in class: 15.928%

Summary for NMC Trustees Limited as trustee of the NMC Investment Trust

For this disclosure,—

• (a) total number held in class: 13,512,942

• (b) total in class: 93,437,559

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• (c) total percentage held in class: 14.462%

For last disclosure,—

• (a) total number held in class: 12,941,513

• (b) total in class: 81,896,340

• (c) total percentage held in class: 15.802%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

On 15 July 2021, EROAD announced the completion of a conditional placement of fully paid ordinary shares in EROAD (“ Placement Shares ”), at an issue price of NZ$5.58 / A$5.25 per Placement Share, to partly fund the acquisition of 100% of Coretex Limited. The issuance of the Placement Shares was approved at a special meeting of EROAD shareholders on 30 July 2021.

NMC Trustees Limited as trustee of the NMC Investment Trust subscribed for 571,429 Placement Shares. Such Placement Shares were allotted to NMC Trustees Limited as trustee of the NMC Investment Trust on the date of this notice.

Details after relevant event

Details for Steven Newman

Nature of relevant interest(s): Steven Newman as registered holder and beneficial owner.

For that relevant interest,—

• (a) number held in class: 93,996

• (b) percentage held in class: 0.101%

• (c) current registered holder(s): Steven Newman

• (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Steven Newman is the holder of 20% or more of the shares in NMC Trustees Limited and has the power to control dealings and voting of shares held by NMC Trustees Limited as trustee of the NMC Investment Trust.

For that relevant interest,—

• (a) number held in class: 13,512,942

• (b) percentage held in class: 14.462%

• (c) current registered holder(s): NMC Trustees Limited

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• (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Steven Newman has the power to control the acquisition or disposal of, and has the power to exercise or to control the exercise of, a right to vote the shares held by Alexandra Ashley Newman, his daughter.

For that relevant interest,—

• (a) number held in class: 5,700

• (b) percentage held in class: 0.006%

• (c) current registered holder(s): Alexandra Ashley Newman

• (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Steven Newman has the power to control the acquisition or disposal of, and has the power to exercise or to control the exercise of, a right to vote the shares held by Henry James Newman, his son.

For that relevant interest,—

• (a) number held in class: 3,400

• (b) percentage held in class: 0.004%

• (c) current registered holder(s): Henry James Newman

• (d) registered holder(s) once transfers are registered: N/A

Details for NMC Trustees Limited as trustee of the NMC Investment Trust

Nature of relevant interest(s): NMC Trustees Limited is the registered holder of shares in EROAD.

For that relevant interest,—

• (a) number held in class: 13,512,942

• (b) percentage held in class: 14.462%

• (c) current registered holder(s): NMC Trustees Limited

• (d) registered holder(s) once transfers are registered: N/A

Additional information

Address(es) of substantial product holder(s):

91 Taylor Road, Waimauku, 0882, Auckland, New Zealand

Contact details:

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Steven Newman Phone: +64 9 927 4713 Email: steven.newman@eroad.co.nz

Nature of connection between substantial product holders: Steven Newman is the holder of 20% or more of the shares in NMC Trustees Limited and has the power to control dealings and voting of shares held by NMC Trustees Limited as trustee of the NMC Investment Trust.

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: N/A.

Disclosure has effect for purposes of directors’ and senior managers’ disclosure

Steven Newman is also a director of EROAD. Pursuant to section 302 of the Financial Markets Conduct Act 2013, this disclosure also constitutes disclosure by Steven Newman for the purposes of the directors’ and senior managers’ disclosure obligations.

Certification

I, Steven Newman, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

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