Capital Change Notices - Issue of Performance Share Rights

Template
Capital Change Notice
Updated as at June 2023


Section 1: Issuer information
Name of issuer EROAD Limited
NZX ticker code ERD
Class of financial product
Further issue of unquoted
Performance Share Rights
(PSRs), convertible to EROAD
ordinary shares pursuant to the
2024 Grant (2024 Grant) under
EROAD’s Long Term Incentive
Plan (Plan).
ISIN (If unknown, check on NZX website) NZERDE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 39,387
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the PSRs. The PSRs have a set
exercise price of $0.
Amount paid up (if not in full) N/A
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

The PSRs for the 2024 Grant
comprise 0.021% of the financial
products of that class.
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)
The PSRs issued under the
2024 Grant comprise three
tranches.
First Tranche
The first tranche of PSRs
becomes exercisable on a
participant remaining employed
on 31 March 2026 and in
certain other circumstances.
Second Tranche
The second tranche of PSRs
becomes exercisable where
EROAD’s total shareholder
return (TSR) calculated over a
period ending after the release
of its results for the year ended
31 March 2026 is at least
greater than the 40th percentile
of the constituents of the



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

S&P/ASX All Technology Index
(XTX). The percentage of PSRs
that become eligible for exercise
will increase on a straight-line
basis from 50% where
EROAD’s TSR is equal to the
40th percentile of the
constituents of the XTX to 100%
where EROAD’s TSR is equal
to or greater than the 60th
percentile of the constituents of
the XTX. If EROAD’s TSR is
equal to or greater than the 80th
percentile, the percentage
eligible for vesting will increase
on a straight-line basis up to
200% vesting at the 100th
percentile.
Third Tranche
The third tranche of PSRs
becomes exercisable based on
the absolute financial
performance of EROAD, which
is dependent on EROAD’s
revenue, EBIT and free cash
flow assessed on EROAD’s
financial statements for each
relevant year (being the years
ending 31 March 2024, 31
March 2025 and 31 March
2026) compared to EROAD’s 3
- year budget set at the
beginning of the 2024 Grant, as
well as EROAD’s cumulative
performance over that time.
Between 85% and 130% of the
PSRs may become exercisable
depending on achievement. If
performance is less than 85%,
then no PSRs will vest. Share
rights vest subject to the terms
and conditions outlined in
EROAD’s Long Term Incentive
Plan Rules.
On vesting, PSRs entitle the
holder to one ordinary share in
EROAD for no cash payment,
subject to adjustment in
accordance with the plan rules,
ranking equally with all other
EROAD Limited ordinary
shares.
The PSRs have a set exercise
price of $0.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 39,387 PSRs for the
FY24 Grant under EROAD’s
Long Term Incentive Plan.
Further background regarding
EROAD’s FY24 Remuneration

Template
Capital Change Notice
Updated as at June 2023
Framework and the Plan can be
found in EROAD’s FY24 and
FY25 Remuneration Reports
released to the NZX and ASX
on 23 May 2024 and 26 May
2025.
Board resolution dated 30 June
2023.
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.
EROAD has a total of 5,468,212
PSR’s on issue.

This total includes this PSR
issue, and PSRs issued in
connection with the following
grants:
• EROAD FY24 LTI Grant
1,277,782 PSRs
• EROAD FY25 LTI Grant
2,316,127 PSRs
• EROAD FY26 LTI
Grant 1,834,916 PSRs

No PSRs or EROAD Limited
ordinary shares are held as
treasury stock.
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
Directors’ resolutions dated 30
June 2023.

NZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
Share Rights are not
transferrable and do not entitle
the holder to receive dividends
or other distributions or vote in
respect of EROAD ordinary
shares although under the
terms of the plan an additional
number of shares will be issued
on conversion of fully
vested PSRs to reflect

dividends paid on EROAD
Limited shares prior to exercise.
Any ordinary shares issued on
the valid exercise of PSRs will
rank equally with existing
ordinary shares.
Date of issue/acquisition/redemption
2
17/12/2025
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 +64 2102761650
Contact email address Eleanor.koningham@eroad.com
Date of release through MAP 17/12/2025









































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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100565613/3451-0475-0884.1

Template
Capital Change Notice
Updated as at 17 October 2019

Section 1: Issuer information
Name of issuer EROAD Limited (EROAD)
NZX ticker code ERD
Class of financial product
Further issue of unquoted
Performance Share Rights
(PSRs), convertible to EROAD
ordinary shares pursuant to
the 2025 Grant (2025 Grant)
under EROAD’s Long Term
Incentive Plan (Plan).
ISIN (If unknown, check on NZX website) NZERDE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 14,693
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the PSRs. The PSRs have a set
exercise price of $0.
Amount paid up (if not in full) N/A
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)
The PSRs for the 2025 Grant
comprise 0.008% of the financial
products of that class.
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)
The PSRs issued under the
2025 Grant comprise three
tranches.
First Tranche
The first tranche of PSRs
becomes exercisable on a
participant remaining employed
on 31 March 2027 and in certain
other circumstances.
Second Tranche
The second tranche of PSRs
becomes exercisable where
EROAD’s total shareholder
return (TSR) calculated over a
period ending after the release
of its results for the year ended
31 March 2027 is at least
greater than the 40
th
percentile
of the constituents of the
S&P/ASX All Technology Index

100565613/3451-0475-0884.1


(XTX). The percentage of PSRs
that become eligible for exercise
will increase on a straight-line
basis from 50% where
EROAD’s TSR is equal to the
40
th
percentile of the
constituents of the XTX to 100%
where EROAD’s TSR is equal
to or greater than the 60
th

percentile of the constituents of
the XTX. If EROAD’s TSR is
equal to or greater than the 80
th

percentile, the percentage
eligible for vesting will increase
on a straight-line basis up to
200% vesting at the 100
th

percentile.
Third Tranche
The third tranche of PSRs
becomes exercisable based on
the absolute financial
performance of EROAD, which
is dependent on EROAD’s
revenue, EBIT and free cash
flow assessed on EROAD’s
financial statements for each
relevant year (being the years
ending 31 March 2025, 31
March 2026 and 31 March
2027) compared to EROAD’s 3-
year budget set at the beginning
of the 2025 Grant, as well as
EROAD’s cumulative
performance over that time.
Between 85% and 130% of the
PSRs may become exercisable
depending on achievement. If
performance is less than 85%,
then no PSRs will vest.
Share rights vest subject to the
terms and conditions outlined in
EROAD’s Long Term Incentive
Plan Rules.
On vesting, PSRs entitle the
holder to one ordinary share in
EROAD for no cash payment,
subject to adjustment in
accordance with the plan rules,
ranking equally with all other
EROAD Limited ordinary
shares.
The PSRs have a set exercise
price of $0.

100565613/3451-0475-0884.1

Template
Capital Change Notice
Updated as at 17 October 2019
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 14,693 PSRs for the
FY25 Grant under EROAD’s
Long Term Incentive Plan.
Further background regarding
EROAD’s FY25 Remuneration
Framework and the Plan can be
found in EROAD’s FY25
Remuneration Report released to the
NZX and ASX on 26 May 2025.

Board resolutions dated 25 June
2024 and 25 September 2024.
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.
EROAD has a total of 5,482,905
PSRs on issue.

This total includes this PSR
issue, and PSRs issued in
connection with the following
grants:
• EROAD FY24 LTI Grant
1,317,169 PSRs
• EROAD FY25 LTI Grant
2,316,127 PSRs
• EROAD FY26 LTI
Grant 1,834,916 PSRs

No PSRs or EROAD Limited
ordinary shares are held as
treasury stock.
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
Board resolutions dated 25 June
2024 and 25 September 2024.
NZX Listing Rule 4.6.1.

100565613/3451-0475-0884.1

Template
Capital Change Notice
Updated as at 17 October 2019
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
Share Rights are not
transferrable and do not entitle
the holder to receive dividends
or other distributions or vote in
respect of EROAD ordinary
shares although under the
terms of the plan an additional
number of shares will be issued
on conversion of fully vested
PSRs to reflect dividends paid
on EROAD Limited shares prior
to exercise.
Any ordinary shares issued on
the valid exercise of PSRs will
rank equally with existing
ordinary shares.

100565613/3451-0475-0884.1

Date of issue/acquisition/redemption 17/12/2025
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 17/12/2025

---

100565613/3451-0475-0884.1

Template
Capital Change Notice
Updated as at 17 October 2019

Section 1: Issuer information
Name of issuer EROAD Limited (EROAD)
NZX ticker code ERD
Class of financial product
Further issue of unquoted
Performance Share Rights
(PSRs), convertible to EROAD
ordinary shares pursuant to
the 2026 Grant (2026 Grant)
under EROAD’s Long Term
Incentive Plan (Plan).
ISIN (If unknown, check on NZX website) NZERDE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed
70,633
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for
the PSRs. The PSRs have a set
exercise price of $0.
Amount paid up (if not in full) N/A
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)
The PSRs for the 2026 Grant
comprise 0.038% of the financial
products of that class.
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)
The PSRs issued under the
2026 Grant comprise three
tranches.
First Tranche
The first tranche of PSRs
becomes exercisable on a
participant remaining employed
on 31 March 2028 and in certain
other circumstances.
Second Tranche
The second tranche of PSRs
becomes exercisable where
EROAD’s total shareholder
return (TSR) calculated over a
period ending after the release
of its results for the year ended
31 March 2028 is at least
greater than the 40
th
percentile
of the constituents of the
S&P/ASX All Technology Index

100565613/3451-0475-0884.1


(XTX). The percentage of PSRs
that become eligible for exercise
will increase on a straight-line
basis from 50% where
EROAD’s TSR is equal to the
40
th
percentile of the
constituents of the XTX to 100%
where EROAD’s TSR is equal
to or greater than the 60
th

percentile of the constituents of
the XTX. If EROAD’s TSR is
equal to or greater than the 80
th

percentile, the percentage
eligible for vesting will increase
on a straight-line basis up to
200% vesting at the 100
th

percentile.
Third Tranche
The third tranche of PSRs
becomes exercisable if at the
end of the three-years, the Rule
of 40 metric has been achieved.
Revenue growth will be
calculated by comparing the
total revenue for the period
ending 31 March 2028 against
the revenue for the prior period
ending 31 March 2027
(expressed as a %).
Free Cash Flow Margin will be
calculated as free cash flow
divided by total revenue for the
same 12-month period
(expressed as a %).
The Rule of 40 score is the
sum of these two percentages.
Between 85% and 130% of the
PSRs may become exercisable
depending on achievement. If
performance is less than 85%,
then no PSRs will vest.
Share rights vest subject to the
terms and conditions outlined in
EROAD’s Long Term Incentive
Plan Rules.
On vesting, PSRs entitle the
holder to one ordinary share in
EROAD for no cash payment,
subject to adjustment in
accordance with the plan rules,
ranking equally with all other
EROAD Limited ordinary
shares.
The PSRs have a set exercise
price of $0.

100565613/3451-0475-0884.1

Template
Capital Change Notice
Updated as at 17 October 2019
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of 70,633 PSRs for the
FY26 Grant under EROAD’s
Long Term Incentive Plan.
Further background regarding
EROAD’s FY26 Remuneration
Framework and the Plan will be
available in EROAD’s FY26
Remuneration Report.

Board resolution dated 18 July
2025 and 4 December 2025.
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.
EROAD has a total of 5,553,538
PSRs on issue.
This total includes this PSR
issue, and PSRs issued in
connection with the following
grants (corrected from prior
announcements due to rounding
discrepancies):
• EROAD FY24 LTI Grant
1,317,169 PSRs
• EROAD FY25 LTI Grant
2,230,820 PSRs
• EROAD FY26 LTI
Grant 1,834,916 PSRs
No PSRs or EROAD Limited
ordinary shares are held as
treasury stock.
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
Board resolutions dated 18 July
2025 and 4 December 2025.
NZX Listing Rule 4.6.1.

100565613/3451-0475-0884.1

Template
Capital Change Notice
Updated as at 17 October 2019
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
See above.
Share Rights are not
transferrable and do not entitle
the holder to receive dividends
or other distributions or vote in
respect of EROAD ordinary
shares although under the
terms of the plan an additional
number of shares will be issued
on conversion of fully vested
PSRs to reflect dividends paid
on EROAD Limited shares prior
to exercise.
Any ordinary shares issued on
the valid exercise of PSRs will
rank equally with existing
ordinary shares.

100565613/3451-0475-0884.1

Date of issue/acquisition/redemption 17/12/2025
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 17/12/2025