EROAD grants new performance share rights under long term incentive plan

EROAD Limited has issued 1,875,966 unquoted performance share rights (PSRs) as part of its 2026 grant under the company's long term incentive plan. These PSRs, convertible to ordinary shares, represent 1% of the total financial products of that class and were issued without cash consideration, carrying an exercise price of NZD 0. Following this issue, EROAD now has a total of 4,280,176 PSRs on issue, which includes prior grants from FY24 (1,533,941 PSRs) and FY25 (2,746,235 PSRs).

The PSRs from the 2026 grant are structured into three tranches with distinct vesting conditions. The first tranche vests upon the participant's continued employment until March 31, 2028. The second tranche vests based on EROAD's total shareholder return (TSR) performance relative to the S&P/ASX All Technology Index, with vesting percentages ranging from 50% to 200% depending on percentile achievement by March 31, 2028.

The third tranche's exercisability is linked to the achievement of a "Rule of 40" metric at the end of three years, calculated as the sum of revenue growth and free cash flow margin. Vesting for this tranche ranges from 85% to 130% if the Rule of 40 score falls between 85% and 130%, with no vesting below 85% performance. The PSRs are non-transferable and do not confer dividend or voting rights until converted to ordinary shares, which will rank equally with existing shares. The issue was authorized by a board resolution dated July 18, 2025.