Notice of 2019 Annual Shareholders’ Meeting

EROAD NOTICE OF MEETING
2019 ANNUAL SHAREHOLDERS’ MEETING01
NOTICE OF
2019 Annual
Shareholders’
Meeting
1st August 2019 • Auckland, New Zealand

EROAD NOTICE OF MEETING
2019 ANNUAL SHAREHOLDERS’ MEETING
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EROAD believes that
every community deserves
safer roads and the people who
use the roads should influence
the design, management and
funding of transport networks.
NOTICE OF 2019 ANNUAL SHAREHOLDERS’ MEETING
EROAD Limited, Auckland, New Zealand
Notice is hereby given that the Annual Meeting of
Shareholders of EROAD Limited (“EROAD”) will be held
on Thursday 1 August 2019, 4:45pm, at North Lounge,
QBE Stadium, Stadium Drive, Albany, Auckland.
BUSINESS
1. Chairman’s Overview
2. Chief Executive Officer’s Address
3. Financial Statements and Auditor’s report
To receive and consider the Financial Statements
and Auditor’s Report for the year ended 31 March
2019, as included in EROAD’s 2019 Annual Report.
4. Resolutions
1. Election of Director
That Steven Newman, who retires, and being
eligible, is elected as a director of EROAD (see
Explanatory Note 1).
2. Election of Director
That Susan Paterson, who joined the Board after
the last Annual Shareholders’ Meeting, and being
eligible, is elected as a director of EROAD (see
Explanatory Note 2).
3. Auditor’s Remuneration
That the Directors be authorised to fix the fees and
expenses of KPMG as the auditor of EROAD (see
Explanatory Note 3).
4. Amend EROAD’s constitution
To amend EROAD’s constitution in the form and
the manner described in the Notice of Meeting
Explanatory Notes (see Explanatory Note 4), with
effect from the close of the Annual Meeting of
Shareholders. This resolution is to be passed as a
special resolution.

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RESOLUTION 1
Election of Director
That Steven Newman, who retires, and being eligible, is
elected as a director of EROAD.
Explanatory Note 1
The new NZX Listing Rules, which will apply to EROAD
from 1 July 2019, prohibit a director from holding office
(without re-election) for longer than 3 years or 3 annual
meetings, whichever is the longer. A director must
also not hold office (without re-election) past the next
annual meeting following the director’s appointment by
the Board. If a Director is eligible, he or she may offer
himself or herself for re-election by shareholders at the
meeting.
Steven Newman is required to retire as he has held
office for longer than 3 years (as he was previously
exempt from retiring by rotation as an executive
Director) and, being eligible, offers himself for election
by shareholders at the Annual Shareholders’ Meeting.
Steven Newman is an executive Director as he currently
serves as Chief Executive Officer of EROAD. A brief
biography outlining Steven Newman’s history and
experience is set out below.
At the Annual Shareholders’ Meeting a resolution to
elect Steven Newman will be put to shareholders. The
Board recommends that shareholders vote in favour of
the election of Steven Newman.
STEVEN NEWMAN
Steven has been EROAD’s Chief Executive and
a member of the EROAD Board since 2007.
He co-founded Navman where his COO and
CEO roles provided the opportunity for him to
establish Navman as a leading international brand
delivering annual sales in excess of NZ $500m.

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RESOLUTION 2
Election of Director
That Susan Paterson, who joined the Board after the
last Annual Shareholders’ Meeting, and being eligible, is
elected as a director of EROAD.
Explanatory Note 2
Susan Paterson was appointed by the Board following
the last Annual Shareholders’ Meeting and, being
eligible, offers herself for election by shareholders at
the Annual Shareholders’ Meeting.
Susan Paterson is a non-executive Director who the
Board considers to be an Independent Director, as
that capacity is described in the NZX Listing Rules. A
brief biography outlining Susan Paterson’s history and
experience is set out below.
At the Annual Shareholders’ Meeting a resolution to
elect Susan Paterson will be put to shareholders. The
Board recommends that shareholders vote in favour of
the election of Susan Paterson.
SUSAN PATERSON
Susan joined the Board in March 2019.
She is an appointed Officer of New Zealand
Order of Merit (services to governance) and
currently chairs Steel and Tube Holdings and
IT consultancy Theta Systems. She is a director
of the boards of the Electricity Authority,
Arvida Group, Goodman New Zealand, Les
Mills Holdings and Sky Network Television.

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RESOLUTION 4
Amend EROAD’s constitution
To amend EROAD’s constitution in the form and the
manner described below, with effect from the close of
the Annual Meeting of Shareholders. This resolution is
to be passed as a special resolution.
Explanatory Note 4
On 1 January 2019, NZX Limited introduced new NZX
Listing Rules (New Listing Rules). Between 1 January
and 1 July 2019 each listed company (including EROAD)
could elect when to transition to the New Listing Rules.
A listed company that has not transitioned to the New
Listing Rules by 1 July will automatically transition from
that date.Until a listed company transitions to the New
Listing Rules it will continue to be governed by the
NZX Main Board Listing Rules dated 1 October 2017
(Previous Listing Rules).
To comply with the New Listing Rules, EROAD needs
to amend its constitution. An amended constitution
has been prepared and a copy, marked up to show the
changes from EROAD’s existing constitution, is available
at www.eroadglobal.com/proposed-eroad-constitution
or by emailing investors@eroad.com to obtain a copy of
the amended constitution.
This special resolution seeks shareholder approval to
alter EROAD’s constitution. The amendments to the
constitution are procedural in nature as a result of
EROAD’s transition to the new NZX Listing Rules on 1
July 2019 and reflect the following:
• including an express statement that EROAD shall
comply with the minimum Board composition
requirements of the NZX Listing Rules;
• amending the clauses relating to the rotation of
directors to cross refer to the requirements set out
in the NZX Listing Rules;
RESOLUTION 3
Auditor’s Remuneration
That the Directors be authorised to fix the fees and
expenses of KPMG as the auditor of EROAD.
Explanatory Note 3
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.

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• amending the procedure allowing for the sale of
securities held in less than a minimum holding so as
to provide for those securities to be sold on market
(including through a broker on behalf of EROAD),
rather than through NZX or in some other manner
approved by NZX;
• removing the specific quorum for a meeting of
an interest group, so that the quorum for such
a meeting is consistent with other meetings of
shareholders; and
• removing the requirement to have EROAD’s auditor
act as the scrutineer of polls conducted at Annual
Shareholders’ Meetings, as a third party, EROAD’s
share registrar, will be conducting these polls and
therefore a scrutineer is not considered necessary.
Pursuant to a class waiver granted by NZX Regulation,
EROAD is permitted to defer updating its constitution
until this Annual Meeting. If any of the provisions of
the updated constitution are inconsistent with the
New Listing Rules (as amended by any waiver or ruling
granted to EROAD), the New Listing Rules will prevail.
A copy of the New Listing Rules is available at
www.nzx.com.
The proposed alterations to EROAD’s constitution do
not impose or remove a restriction on the activities of
EROAD, and accordingly no rights arise under section
110 of the Companies Act 1993.
The Board unanimously recommends shareholders vote
in favour of the amendments to EROAD’s constitution.
PROCEDURAL NOTES
a. The persons who will be entitled to vote on the
resolutions at the Annual Shareholders’ Meeting
are those persons who will be the shareholders of
EROAD at 5.00pm on Tuesday 30 July 2019.
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
Chairman of the 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. If
the Chairman is appointed as proxy and the voting
is left to his discretion, the Chairman intends to
vote in favour of all Resolutions.
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 at 4:45pm
on 30 July 2019.
f. Resolutions 1, 2 and 3 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 must be passed by a special
resolution of shareholders, i.e., by a majority of 75%
or more of the votes of those shareholders entitled
to vote and voting on the resolution in person or
by proxy.

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VENUE INFORMATION
North Lounge, Level One, QBE Stadium Function Centre
Stadium Drive, Albany, Auckland 0632
PARKING
Carpark A
$1 per hour, no maximum charge
Monday - Friday • 8am-6pm
Carpark B, C & Ring Road
First 2 hours free, then $1 per hour
Monday - Friday • 8am-5pm
Carpark H
$1 per hour, max $5 per day
Monday - Friday • 8am-6pm

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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
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Turn over to complete the form to vote
Annual Meeting Admission and Proxy/Voting Form
Attending the Meeting
If you propose to attend the Annual Shareholders’ Meeting, please bring this
Admission Form/Proxy 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.
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 Proxy 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 Proxy 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
EROAD LIMITED
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
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 4.45pm on Tuesday, 30 July 2019
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. If you return this form without appointing a
proxy or signing it, your Proxy Form will be invalid.
The Chairman 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 Chairman’ or the name of your proxy in the space allocated
in ‘Step 1’ of this form.
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 Chairman intends to vote discretionary proxies in favour
of all Resolutions.

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
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Items of Business - Voting Instructions/Ballot Paper
STEP 2
The resolutions below are stated in brief. Please refer to the Notice of 2019 Annual Shareholders’ Meeting for the full text of the resolutions and
the explanatory notes.
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
ATTENDANCE SLIP
EROAD Annual Shareholders’ Meeting which will be held
on Thursday, 1 August 2019 at 4.45pm North Lounge, QBE
Stadium Function Centre, Stadium Drive, Albany, Auckland
Ordinary Business
Resolution 1 To elect Steven Newman as a director.
Resolution 2
To elect Susan Paterson as a director.
Resolution 3 To authorise the Directors to fix the fees and expenses of the auditor of EROAD.
Special Resolution
Resolution 4 To amend EROAD’s constitution in the form and the manner described in the Notice of Meeting.
ForAgainstAbstain
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 on Thursday, 1 August 2019 at 4.45pm North Lounge, QBE Stadium Function Centre, Stadium Drive, Albany, Auckland 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)