EROAD : Capital Change Notice - Issue of Performance Share Rights

					Template
				Capital Change Notice
					Updated as at 17 October 2019
only
Section 1: Issuer information
Currency	NZD
			Name of issuer	EROAD Limited
			NZX ticker code	ERD
			Class of financial product	Ordinary Shares
			ISIN (If unknown, check on NZX website)	NZERDE0001S5
use
Section 2: Capital change details
Number issued/acquired/redeemed	55,500
Nominal value (if any)
Issue/acquisition/redemption price per security	$2.0547
Nature of the payment (for example, cash or other	Cash
consideration)
personal	Amount paid up (if not in full)	Fully paid
Percentage of total class of Financial Products	0.050%
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)1
For an issue of Convertible Financial Products or Options, the	N/A
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)
Reason for issue/acquisition/redemption and specific	Issue of 55,500 ordinary shares
authority for issue/acquisition/redemption/ (the reason for	under EROAD's CEO Award
change must be identified here)	scheme
Total number of Financial Products of the Class after the	110,795,912
issue/acquisition/redemption/Conversion (excluding Treasury
For	Stock) and the total number of Financial Products of the
Class held as Treasury Stock after the
issue/acquisition/redemption.
In the case of an acquisition of shares, whether those shares	N/A
are to be held as treasury stock
Specific authority for the issue, acquisition, or redemption,	Directors' resolutions dated 27
including a reference to the rule pursuant to which the issue,	July 2022
			acquisition, or redemption is made
					NZX Listing Rule 4.6.1
			Terms or details of the issue, acquisition, or redemption (for	The shares rank pari passu with
			example: restrictions, escrow arrangements)	existing ordinary shares

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

For personal use only

Date of issue/acquisition/redemption2	28/07/2022
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	[e-mail]
Date of release through MAP	28 July 2022

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).

For personal use only

This appendix is available as an online form
Only use this form if the online version is not available	+Rule 2.8, 3.10.3A to 3.10.3D

Appendix 2A

Application for quotation of +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non- Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

+ See chapter 19 for defined terms	Page 1
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For personal use only

	This appendix is available as an online form		Appendix 2A
				Application for quotation of +securities
	Part 1 - Entity and announcement details
	Question	Question		Answer
	no
	1.1	*Name of entity		EROAD Limited
		We (the entity here named) apply for
		+quotation of the following +securities and
		agree to the matters set out in
		Appendix 2A of the ASX Listing Rules.1
	1.2	*Registration type and number		ARBN 643 840 519
		Please supply your ABN, ARSN, ARBN, ACN or
		another registration type and number (if you supply
		another registration type, please specify both the type
		of registration and the registration number).
	1.3	*ASX issuer code		ERD
	1.4	*This announcement is		☒ A new announcement
		Tick whichever is applicable.		☐ An update/amendment to a previous
				announcement
				☐ A cancellation of a previous
				announcement
	1.4a	*Reason for update		N/A
		Answer this question if your response to Q 1.4 is an
		update/amendment to previous announcement.
	1.4b	*Date of previous announcement to this		N/A
		update
		Answer this question if your response to Q 1.4 is an
		update/amendment to previous announcement.
	1.4c	*Reason for cancellation		N/A
		Answer this question if your response to Q 1.4 is	"A
		cancellation of a previous announcement"
	1.4d	*Date of previous announcement to this		N/A
		cancellation
		Answer this question if your response to Q 1.4 is "A
		cancellation of a previous announcement"
	1.5	*Date of this announcement		28/7/2022

Part 2 - Type of issue

1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the application of, or the entity's capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-saleof securities and other financial products and consult your legal adviser.

+ See chapter 19 for defined terms	Page 2
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For personal use only

	This appendix is available as an online form	Appendix 2A
			Application for quotation of +securities
	Question	Question	Answer
	No.
	2.1	*The +securities to be quoted are:	☐ +Securities issued as part of a
		Select whichever item is applicable.	transaction or transactions previously
		If you wish to apply for quotation of different types of	announced to the market in an
		issues of securities, please complete a separate	Appendix 3B
		Appendix 2A for each type of issue.	☐ +Securities issued under a +dividend or
			distribution plan
			☐ +Securities issued, transferred or re-
			classified as a result of options being
			exercised or other +convertible
			securities being converted
			☐ Unquoted partly paid +securities that
			have been fully paid up and are now to
			become quoted fully paid +securities
			Note: there is no need to apply for quotation of
			the fully paid securities if the partly paid securities
			were already quoted
			☐ +Restricted securities where the escrow
			period has expired or is about to expire
			☐ +Securities previously issued under an
			+employee incentive scheme where the
			restrictions on transfer have ceased or
			are about to cease
			☐ +Securities issued under an +employee
			incentive scheme that are not subject to
			a restriction on transfer or that are to be
			quoted notwithstanding there is a
			restriction on transfer
			☒ Other [please specify]
			If you have selected 'other' please explain the
			circumstances of the issue here:
			Issue of ordinary shares under EROAD's
			CEO Award scheme
	2.1a	*Have the +securities to be quoted been	Yes
		issued yet?
	2.1a.1	*What was their date of issue?	28/7/2022
		Answer this question if your response to Q2.1a is
		"Yes".
	2.1a.2	*What is their proposed date of issue?	N/A
		Answer this question if your response to Q2.1a is "No".
	2.2a.1	*Date of Appendix 3B notifying the market	N/A
		of the proposed issue of +securities for
		which quotation is now being sought
		Answer this question if your response to Q2.1 is
		"Securities issued as part of a transaction or
		transactions previously announced to the market in an
		Appendix 3B"
	2.2a.2	*Are there any further issues of +securities	N/A
		yet to take place to complete the
		transaction(s) referred to in the
		Appendix 3B?
		Answer this question if your response to Q2.1 is
		"Securities issued as part of a transaction or
		transactions previously announced to the market in an
		Appendix 3B".

+ See chapter 19 for defined terms	Page 3
5 June 2021