EROAD LIMITED — Capital/Financing Update 2026

Feb 18, 2026

Template Capital Change Notice

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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 ShareRights (PSRs), convertible toEROAD ordinary sharespursuant to the EROADShare 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 otherconsideration)	No consideration is payablefor the PSRs. The PSRs have aset exerciseprice of $0.
Amount paid up (if not in full)	N/A
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the numberof Financial Products of the Class, excluding anyTreasury Stock, in existence)1	The PSRs for the Grantcomprise 0.064% of thefinancial products of thatclass.
For an issue of Convertible Financial Products orOptions, the principal terms of Conversion (for examplethe Conversion price and Conversion date and theranking of the Financial Product in relation to otherClasses of Financial Product) or the Option (forexample, the exercise price and exercise date)	The PSRs issued under theShare Retention Plan areeligible for vesting on 1April 2026 provided theparticipant remainsemployed on 31 March2026 and no terminationnotice has been received.
Reason for issue/acquisition/redemption and specificauthority for issue/acquisition/redemption/ (the reasonfor change must be identified here)	Issue of 120,976 PSRs to theparticipant under the Plan.Further background regardingEROAD’s RemunerationFramework can be found inEROAD’s Annual Report.

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

	Board resolution dated 22January2026.
Total number of Financial Products of the Class afterthe issue/acquisition/redemption/Conversion (excludingTreasury Stock) and the total number of FinancialProducts of the Class held as Treasury Stock after theissue/acquisition/redemption.	EROAD has a total of 5,674,514PSRs on issue.This total includes this PSRissue, and PSRs issued inconnection with the followinggrants:•EROAD FY24 LTI Grant1,317,169 PSRs•EROAD FY25 LTI Grant2,330,820PSRs (correctedfrom prior announcementsdue to a typographicalerror)•EROAD FY26 LTI Grant1,905,549 PSRsNo PSRs or EROAD Limitedordinary shares are held astreasurystock.
In the case of an acquisition of shares, whether thoseshares are to be held as treasury stock	N/A
Specific authority for the issue, acquisition, orredemption, including a reference to the rule pursuantto which the issue, acquisition, or redemption is made	Board resolution dated22 January 2026.NZX ListingRule 4.6.1.
Terms or details of the issue, acquisition, or redemption(for example: restrictions, escrow arrangements)	See above.Share Rights are nottransferrable and do notentitle the holder to receivedividends or otherdistributions or vote in respectof EROAD ordinary sharesalthough under the terms ofthe plan an additional numberof shares will be issued onconversion of fully vestedPSRs to reflect dividends paidon EROAD Limited sharesprior to exercise.Any ordinary shares issued onthe valid exercise of PSRs willrank equally with existingordinaryshares.

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Capital Change Notice

TemplateCapital Change Notice	TemplateCapital Change Notice
Updated as at June 2023
Date of issue/acquisition/redemption2	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).