EROAD : RECAPITALISING OUR ROADMAP FOR GROWTH

EROAD (NZX: ERD ASX: ERD)

RECAPITALISING OUR ROADMAP FOR GROWTH: MARKET UPDATE & EQUITY RAISE

7 September 2023

DISCLAIMER

Important notice

The following notice and disclaimer applies to this presentation and you are therefore advised to read this disclaimer carefully before reading or making any other use of this presentation or any information contained in this presentation. By accepting this presentation you represent and warrant that you are entitled to receive the presentation in accordance with the restrictions set out below and agree to be bound by the limitations contained herein.

This presentation has been prepared by EROAD Limited (NZ company number 1036814, NZX:ERD; ASX:ERD) ("EROAD" or the "Company") and is dated 7 September 2023. This presentation has been prepared to provide information in relation to the Institutional Placement and accelerated pro rata renounceable entitlement offer of new shares in the Company (the "New Shares") under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 ("FMCA") and sections 708A and 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 20-0854).

Capitalised terms used in this presentation and not otherwise defined in the body of the presentation or in the Glossary section of this presentation have the specific meaning given to them in the Glossary at the back of the separate offer document released via NZX and ASX (the "Offer Document").

Information of a general nature

This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product disclosure statement, prospectus, or other disclosure document for the purposes of the FMCA or the Corporations Act 2001 (Cth).

The Company is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited ("NZX") and ASX Limited ("ASX") for the purpose of that information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/ERD and www.asx.com.au. This presentation should be read in conjunction with the Company's annual report, market releases and other periodic and continuous disclosure announcements, which are available at www.nzx.com and www.asx.com.au.

Not an offer

This presentation is not a prospectus, product disclosure statement or other offering document under New Zealand or Australian law, or any other law (and will not be lodged with the New Zealand Registrar of Financial Service Providers, the Australian Securities and Investments Commission ("ASIC") or any other regulatory body). This presentation is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.

Any decision to acquire New Shares should be made on the basis of the Offer Document. Any Eligible Shareholder who wishes to participate in the offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document or as otherwise communicated to the shareholder. This presentation and the Offer Document do not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation.

Not financial product advice

This presentation is for information purposes only and is not legal, financial, tax, financial product advice or investment advice or a recommendation by the Company, the Underwriters or its advisers to acquire New Shares, and has been prepared without taking into account the objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult an NZX Firm, ASX Broker, or solicitor, accountant or other professional adviser if necessary.

No guarantee

No person named in this presentation (nor any other person) guarantees the New Shares to be issued pursuant to the "Equity Raise" (as defined on page 3 of this presentation) or warrants the future performance of the Company or any return on any investment made pursuant to this presentation.

Future performance

This presentation includes certain "forward-looking statements". These forward-looking statements are not historical facts but rather are based on EROAD's current expectations, estimates, beliefs, assumptions and projections about EROAD, the industry in which EROAD operates, the outcome and effects of the Equity Raise and use of proceeds. These forward-looking statements include statements about EROAD's expectations about the performance of EROAD's business, statements about the future performance of EROAD, and statements about the use of proceeds from the Equity Raise. Forward- looking statements can generally be identified by the use of forward looking words such as "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "will", "could", "may", "target", "plan" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the control of EROAD, its directors and management, are difficult to predict and may involve significant elements of subjective judgment and assumptions as to future events which may not be correct and could cause actual results to differ materially from those expressed in the forward-looking statements. EROAD cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect EROAD's views only as of the date of this release. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. EROAD will not release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.

Past performance

Investors should note that past performance, including past share price performance of EROAD is given for illustrative purposes only and cannot be relied upon as (and is not) an indicator of (and provides no guidance as to) future EROAD performance including future share price performance.

Accounting standards and adjustments

EROAD's financial statements are prepared in accordance with Generally Accepted Accounting Practice in New Zealand ("NZ GAAP"). EROAD's financial statements comply with New Zealand equivalents to International Reporting Standards ("NZ IFRS") for Tier 1 entities, other New Zealand accounting standards, and authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements also comply with International Financial Reporting Standards (IFRS).

Non-GAAP Financial Measures

EROAD has used Non-GAAP Financial Measures (as defined in the Glossary of this Investor Presentation) when discussing financial performance in this presentation. The directors and management believe that these measures provide useful information as they are used internally to evaluate performance of business units, to establish operational goals and to allocate resources. The Non-GAAP Financial Measures are not prepared in accordance with NZ GAAP or NZ IFRS and do not have a standardised meaning prescribed by New Zealand Accounting Standards, therefore the Non- GAAP Financial Measures reported in this presentation may not be comparable with those that other companies report and should not be viewed in isolation or considered as a substitute for measures reported by EROAD in accordance with NZ IFRS. The Non-GAAP Financial Measures are not subject to audit or review and investors are cautioned not to place undue reliance on any Non-GAAP Financial Measures and ratios included in this presentation. Investors can find a reconciliation of certain of the FY23 Non-GAAP Financial Information included in this presentation to FY23 GAAP financial information on EROAD's website at www.EROADglobal.com/global/investors.

Distribution of presentation

This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by the Company of any law. The distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. See Appendix to this presentation labelled "International Offer Restrictions". None of the Company, any person named in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.

Not for distribution or release in the United States

This presentation may not be released to U.S. wire services or distributed in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The Entitlements and the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended ("the US Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

Currency

All currency amounts in this presentation are in NZ dollars unless stated otherwise.

Disclaimer

None of the Underwriters nor any of their respective affiliates, related bodies corporate, directors, officers, partners, representatives, employees, agents or advisers of any of them ("Extended Parties") have authorised, permitted or caused the issue, lodgment, submission, dispatch or provision of this presentation and do not make or purport to make any statement in this presentation and there is no statement in this presentation that is based on any statement by any of those parties.

The Company, the Underwriters and their respective Extended Parties, to the maximum extent permitted by law, expressly disclaim all liabilities, including without limitation liability for negligence in respect of, and make no representations or warranties regarding, and take no responsibility for any part of this presentation other than reference to their name, including for, any expenses, losses, damages or costs incurred by you as a result of the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. The Company, the Underwriters and their respective Extended Parties, to the maximum extent permitted by law, make no representations or warranties, express or implied, as to the fairness, currency, accuracy, reliability or completeness of information, opinions and conclusions in this presentation.

Each Underwriter, together with its affiliates, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Underwriters are acting as the joint lead managers and Underwriters of the Institutional Placement, the Institutional Offer and the Retail Offer. The Underwriters are acting for and providing services to the Company in relation to the Institutional Placement and the Entitlement Offer and will not be acting for or providing services to the Company's shareholders or creditors. The Underwriters have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm's length basis with the Company. The engagement of the Underwriters by the Company is not intended to create any agency or other relationship between the Underwriters and the Company's shareholders or creditors. Each Underwriter, in conjunction with its affiliates, is acting in the capacity as such in relation to the Institutional Placement and the Entitlement Offer and will receive fees and expenses for acting in this capacity.

In connection with the Bookbuilds, one or more Institutional investors may elect to acquire an economic interest in the New Shares ("Economic Interest"), instead of subscribing for or acquiring the legal or beneficial interest in those securities. Each Underwriter (or its affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in connection with the writing of those derivative transactions in the Institutional Bookbuild and/or the secondary market. As a result of those transactions, each Underwriter (or its affiliates) may be allocated, subscribe for or acquire New Shares or securities of the Company in the Bookbuilds and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in the Company acquired by an Underwriter or its affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in an Underwriter or its affiliates disclosing a substantial holding and earning fees.

Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice.

Determination of eligibility of investors for the purposes of the Equity Raise is determined by reference to a number of matters, including legal regimes and the discretion of the Underwriters. The Company, the Underwriters and their Extended Parties disclaim all liability in respect of the exercise or otherwise of that discretion to the maximum extent permitted by law.

This presentation has been authorised for release to NZX and ASX by the Company's Board of Directors.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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EXECUTIVE SUMMARY

	▪ During 2022 EROAD commenced a comprehensive strategic review of the business which included
Strategy		significant cost-out initiatives, rationalisation of its product suite and a more focused and disciplined
	strategy for executing its growth plan
execution
▪	As a result, EROAD has stabilised its foundation and begun delivering on the strategy and growth
		plans
	▪ EROAD is undertaking an approximately $50m equity raise, comprising a fully underwritten:
Equity		― Institutional placement to selected Institutional Investors to raise approximately $11.6m
	("Institutional Placement"); and
Raise		― Pro-rata accelerated renounceable entitlement offer to Eligible Shareholders to raise
		approximately $38.4m ("AREO" or "Entitlement Offer") (together with the Institutional
		Placement, the "Equity Raise")
	▪ The capital raised from the Equity Raise will strengthen EROAD's balance sheet, positioning it with
		flexibility to continue its strategy of sustainable, profitable growth maximising long term shareholder
		value
Use of	▪	The net proceeds from the Equity Raise will be used to repay debt, providing funding headroom to
proceeds		allow EROAD to accelerate its growth strategy, especially in North America
	▪ Net proceeds from the Equity Raise will result in:
		― An increase in funds available to ~$65m1
		― A reduction in net leverage ratio2 as of FY23 of 1.6x to 0.4x

Debt	▪	EROAD has secured commitments for a new 3-year debt facility, which will replace the current
	facility which had been due to mature in FY25.
facilities
▪	The new facility results in the extension of credit facilities to September 2026

1 Based on a $80m facility. The 3-year facility is amortised down to $60m at maturity, starting in Dec-24.2 Net leverage ratio is calculated as borrowings (FY23: $70.6m) minus cash (FY23: $8.1m) divided by Normalised EBITDA (FY23: $39.0m) and does not include leases.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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CONTENTS

	Page reference
1. OVERVIEW OF EROAD	Page 5-10
2. INVESTMENT HIGHLIGHTS	Page 11-19
3. FINANCIAL PERFORMANCE UPDATE & GUIDANCE	Page 20-24
4. EQUITY RAISE & DEBT FACILITIES	Page 25-29
EQUITY RAISE DETAILS	Page 26-27
TIMETABLE	Page 28
COMMITTED 3-YEAR DEBT FACILITY	Page 29
5. KEY RISKS	Page 30-34
APPENDIX & INTERNATIONAL OFFER RESTRICTIONS	Page 35ff.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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01

OVERVIEW OF EROAD

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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