EROAD Limited — Share Issue/Capital Change 2021

Jul 12, 2021

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Capital Change Notice

Updated as at 17 October 2019

Section 1: Issuer information
Name of issuer	EROAD Ltd
NZX ticker code	ERD
Class of financial product	Unquoted Performance sharerights (PSRs), convertible toEROAD Limited ordinary sharespursuant to EROAD’sPerformance Share Right Plan.
ISIN (If unknown, check on NZX website)	N/A
Currency	NZD
Section 2: Capital change details
Number issued/acquired/redeemed	94,611
Nominal value (if any)	Nil
Issue/acquisition/redemption price per security	Nil
Nature of the payment (for example, cash or otherconsideration)	No consideration is payable forthe PSRs. The PSRs have a setexercise price of $0.
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number ofFinancial Products of the Class, excluding any TreasuryStock, in existence)1	The PSRs comprise 10.22% ofthe financial products of thatclass.
For an issue of Convertible Financial Products or Options, theprincipal terms of Conversion (for example the Conversionprice and Conversion date and the ranking of the FinancialProduct in relation to other Classes of Financial Product) orthe Option (for example, the exercise price and exercisedate)	The PSRs become exercisableon certain performance hurdlesbeing met on or before 31March 2022 and in certain otherexceptional circumstances. Onbecoming exercisable, eachPSR entitles the holder to onefully paid ordinary EROADLimited Share, subject toadjustment in accordance withthe plan rules and theperformance hurdles, rankingequally with all other EROADLimited ordinary shares. ThePSRs have a set exercise priceof $0.
Reason for issue/acquisition/redemption and specificauthority for issue/acquisition/redemption/ (the reason forchange must be identified here)	Issue of 94,611 PSRs under theFY20 LTI Plan.Directors’’ resolutions dated 4July 2021.

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

Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excluding TreasuryStock) and the total number of Financial Products of theClass held as Treasury Stock after theissue/acquisition/redemption.	925,763No PSRs or EROAD Limitedordinary shares are held astreasury stock.
In the case of an acquisition of shares, whether those sharesare 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	Directors’ resolutions dated 4July 2021Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (forexample: restrictions, escrow arrangements)	The PSRs become exercisableon certain performance hurdlesbeing met on or before 31March 2022 and in certain otherexceptional circumstances. Onbecoming exercisable, eachPSR entitles the holder to onefully paid ordinary EROADLimited share, subject toadjustment in accordance withthe plan rules and theperformance hurdles, rankingequally with all other EROADLimited ordinary shares. PSRsdo not entitle the holder oreceive dividends or otherdistributions, or note in respectof EROAD Limited ordinaryshares, although under theterms of the plan an additionalnumber of shares will be issuedon conversion of fully vestedPSRs to reflect dividends paidto EROAD Limited shares priorto exercise. Holders of PSRscannot transfer or grant securityinterests over them.
Date of issue/acquisition/redemption2	12 July 2021
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 02761650
Contact email address	Eleanor.koningham@eroad.com
Date of release through MAP	12 July 2021

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).