EROAD : Notice of 2022 Annual General Meeting

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Notice of 2022 Annual Meeting

4 July 2022

EROAD Limited provides a copy of its Notice of 2022 Annual Shareholders' Meeting which will be held on Thursday 28 July 2022, 1pm, at The Loyalty Lounge, Eden Park, Auckland.

The attached Notice of Meeting, Proxy Form and Virtual Meeting Guide are being sent to shareholders. An electronic copy of these documents will also be available on the company's website.

For any questions, please contact Ksenija Chobanovich, Acting General Counsel at [e-mail]

Ends

Authorised for release to the NZX and ASX by the EROAD Acting General Counsel, Ksenija Chobanovich

For Investor enquires please contact:	For Media enquiries please contact:
Anna Bonney	Hamish Haldane
Investor Relations	ANZ Marketing Director
[e-mail]	[e-mail]
Ph [phone]

TEL	+64	9 927 4700	PO Box 305 394
FAX	+64	9 927 4701	Triton Plaza, North Shore 0757	Page 1
FREE	0800 4 EROAD	Auckland, New Zealand	eroad.co.nz

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We are

EROAD

Notice of 2022

Annual Shareholders' Meeting

NOTICE OF 2022 ANNUAL SHAREHOLDERS' MEETING

For personal use only

Date of meeting

Thursday 28 July 2022

Time

1pm NZT

Location

West Lounge at Eden Park

Walters Road, Kingsland, Auckland 1024

Virtual link

https://meetnow.global/nz

The safety of our people and shareholders is our number one priority. In the event that COVID-19 related restrictions are in place which prevent us from holding a physical meeting, or the Board otherwise determines a physical meeting is inappropriate in the circumstances, we may decide to hold a virtual only Annual Shareholders' Meeting. If this occurs, we will provide shareholders with notice through an announcement to the NZX and ASX, and on our website.

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ITEMS OF BUSINESS

1. Chairman's Overview Graham Stuart, Chairman
2. Chief Executive Officer's Address to shareholders
   Mark Heine, CEO
3. Financial Statements and Auditor's Report
   Margaret Warrington, Acting CFO
4. Resolutions
   To consider, and if thought fit, pass the following ordinary resolutions:
5. 1. Election of Director
      That Selwyn Pellett, having been appointed by the Board and only holding office until the Annual Shareholders' Meeting, be elected as an Executive Director of EROAD (see Explanatory Note 1).
   2. Election of Director
      That Sara Gifford, having been appointed by the Board and only holding office until the Annual Shareholders' Meeting, be elected as a Director of EROAD (see Explanatory Note 2).

1. 1. Re-electionof Director
      That Susan Paterson, having retired in accordance with NZX Listing Rule 2.7.1, be re-elected as a Director of EROAD (see Explanatory Note 3).
   2. Auditor Remuneration
      That the Directors be authorized to fix the fees and expenses of KPMG as the auditor of EROAD (see Explanatory Note 4).
2. Non-bindingSay on Pay Vote
   To consider, and if thought fit, pass a special ordinary resolution that EROAD's Remuneration Report for the year ended 31 March 2022 as set out in the FY22 Annual Report be adopted (see Explanatory Note 5). The outcome of the vote will be non-binding.

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RESOLUTION 1

Election of Director

That Selwyn Pellett, having been appointed by the Board and only holding office until the Annual Shareholders' Meeting, be elected as an Executive Director of EROAD.

Explanatory Note 1

Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance with clause 26.2 of the constitution of EROAD, a director appointed by the Board must not hold office (without re-election) past the next annual meeting following the director's appointment. If the director is eligible, they may offer themselves for election by shareholders at the annual meeting following their appointment. Selwyn Pellett was appointed by the Board following the last Annual Shareholders' Meeting and, being eligible, offers himself for election by shareholders at this Annual Shareholders' Meeting. Selwyn Pellett is an Executive Director who the Board considers is not an Independent Director, as described in the NZX Listing Rules. A brief biography outlining Selwyn Pellett's history and experience is set out below. At the Annual Shareholders' Meeting a resolution to elect Selwyn Pellett will be put to shareholders. The Board recommends that shareholders vote in favour of the election of Selwyn Pellett.

Selwyn Pellett

Selwyn Pellett joined the board in December 2021 following EROAD's acquisition of Coretex Limited. Selwyn is an acclaimed technology entrepreneur with more than 40 years' experience in electronics supply chains, enterprise level network security and telematics in Asia, Australia, NZ, North America and Europe. He has extensive experience in international sales, marketing, strategic planning and supply chain management, spanning small start-ups to multibillion- dollar corporations. Selwyn was the founder and CEO of Coretex Limited before the merger with EROAD, and the previous co-founder, CEO and Chairman of Endace Ltd. Selwyn's leadership, vision and significant contribution to New Zealand's technology sector was recognised by the New Zealand Hi Tech Association who named him as a 'Flying Kiwi' in 2009.

RESOLUTION 2

Election of Director

That Sara Gifford, having been appointed by the Board and only holding office until the Annual Shareholders' Meeting, be elected as a Director of EROAD.

Explanatory Note 2

Under Listing Rule 2.7.1 of the NZX Listing Rules, and in accordance with clause 26.2 of the constitution of EROAD, a director appointed by the Board must not hold office (without re-election) past the next annual meeting following the director's appointment. If the director is eligible, they may offer themselves for election by shareholders at the annual meeting following their appointment. Sara Gifford was appointed by the Board following the last Annual Shareholders' Meeting and, being eligible, offers himself for election by shareholders at this Annual Shareholders' Meeting. Sara Gifford is a non-executive Director who the Board considers to be an Independent Director, as described in the NZX Listing Rules. A brief biography outlining Selwyn Pellett's history and experience is set out below. At the Annual Shareholders' Meeting a resolution to elect Sara Gifford will be put to shareholders. The Board recommends that shareholders vote in favour of the election of Sara Gifford.

Sara Gifford

Based in Boston, Sara has extensive leadership experience in software companies and is well versed in logistics, transportation, product implementation, and sales. She has significant business experience across North America, Europe, Southeast Asia, Australia, and NZ. Sara served as the Chief Solutions Officer and executive board member of Quintiq and is a director of North American company Spiro. Sara is also the co-founder and director of Activote, a non- partisan application enabling voting in North America. Sara holds a Bachelor of Science in Computer Engineering and a Master's of Science in Software Engineering.