Capital Change Notice - Issue of Shares

Template
Capital Change Notice

Updated as at June 2023


Section 1: Issuer information
Name of issuer
EROAD Limited (EROAD)
NZX ticker code
ERD
Class of financial product
Ordinary Shares
ISIN (If unknown, check on NZX website)
N/A
Currency
NZD
Section 2: Capital change details
Number issued/acquired/redeemed
59,223
Nominal value (if any)
Not applicable
Issue/acquisition/redemption price per security
Not applicable
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full)
Fully paid ordinary shares
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

0.03%
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of the
Financial Product in relation to other Classes of Financial
Product) or the Option (for example, the exercise price and
exercise date)
Vesting of PSRs granted
to a participant under
EROAD’s Share Retention
Plan.
Board resolution dated 27
August 2024.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 59,223 ordinary shares
to the participant under the
Plan. Board resolution dated 27
August 2024.
Further background regarding
EROAD’s Remuneration
Framework can be found in
EROAD’s Annual Report.

Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
187,469,855
ordinary shares.

37,864 PSRs have lapsed under
EROAD’s Share Retention Plan
to account for participant tax

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

liability which is paid in cash to
the relevant tax authorities.

No treasury stock held.
In the case of an acquisition of shares, whether those shares
are 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
Director’s resolution
dated 27 August 2024.
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The shares rank pari passu with
existing shares.
Date of issue/acquisition/redemption
2

18/06/2025
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
18/06/2025


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).

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
1 / 6
Announcement Summary
Entity name
EROAD LIMITED
Announcement Type
New announcement
Date of this announcement
Wednesday June 18, 2025
The +securities to be quoted are:
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
ERDORDINARY FULLY PAID FOREIGN EXEMPT
NZX
59,22318/06/2025
Refer to next page for full details of the announcement
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being
converted

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
2 / 6
Part 1 - Entity and announcement details
1.1 Name of entity
EROAD LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
1.2 Registered number type
ARBN
Registration number
643840519
1.3 ASX issuer code
ERD
1.4 The announcement is
1.5 Date of this announcement
18/6/2025
New announcement

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
3 / 6
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
2.2 The +class of +securities to be quoted is:
Additional +securities in a class that is already quoted on ASX ("existing class")
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being
converted

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
4 / 6
Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an
Appendix 3B
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
ERDAA : PERFORMANCE SHARE RIGHTS
TO (Existing Class)
ASX +security code and description
ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Please state the number of options
that were exercised or other
+convertible securities that were
converted
59,223
The first date the options were
exercised or other +convertible
securities were converted
18/6/2025
The last date the options were
exercised or other +convertible
securities were converted
18/6/2025
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being
satisfied by:
The underlying +securities being received by the holder are:
Were the options being exercised or other +convertible securities being converted issued under an +employee
incentive scheme?
Are any of the options being exercised or other +convertible securities being converted held by +key management
personnel (KMP) or an +associate?
Issue date
18/6/2025
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
No
Yes
Intended to be, but are not yet, quoted by ASX
An issue of new +securities
No

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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Issue details
Number of +securities to be quoted
59,223
Are the +securities being issued for a cash consideration?
Please describe the consideration being provided for the +securities
Securities were issued for nil consideration under EROAD's Share Retention Plan.
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
82,526.000000
Any other information the entity wishes to provide about the +securities to be quoted
Not applicable
NoNo

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
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Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will
comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
ERD : ORDINARY FULLY PAID FOREIGN EXEMPT NZX187,469,855
4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
ERDAA : PERFORMANCE SHARE RIGHTS4,920,382