10 questions lodged at 2026 Eroad (ERD) hybrid AGM
June 25, 2026
Below is the text of the 10 written questions submitted at the 90 minute Eroad (ERD) 3pm NZ time hybrid AGM in Auckland on June 24 2026 and via the Computershare platform. See notice of meeting detailing 7 resolutions as 17% shareholder Ampfield attempts to reshape the board, appointing 3 of its nominees and removing two directors, including big talking executive chair John Scott. Market cap $159m on AGM day. The proxies were summarised on the first page of these 46 slides showing the board had comfortably prevailed, but the actual votes, as opposed to a summary, still hadn't been disclosed to the meeting when John Scott declared he was dehydrated and walked off after 90 minutes with outstanding questions remaining. The poll results weren't released until the next day and were closer than the company suggested about the proxies. Asked about lack of rem report amongst these 4 questions last year where question wrangler Jason Kepecs proved to be a major censor, as occurred again in 2026 when the stakes were a lot higher.
Lodged this message to moderator Jason Kepecs through the Computershare system early in proceedings:
"Jason, you censored and changed around some of my questions last year. Please read them all in full without amendment this year. Thanks, Stephen Mayne (Don't read this out)"
Alas, Jason put in another shocker with the only question read in full being this opening offering on the audit, albeit at the end of proceedings.
Q1. When did we last tender the audit and when are we next planning to tender the audit? Do we have any comment on the public debate about our auditor KPMG currently occurring in Australia?
Answer: The lead independent director David Green said KPMG had been Eroad's auditor since it was floated in 2014 and they had no current plans to run a tender. On the KPMG Australia issue he said the NZ audit team had briefed them about the situation in Australia but it wasn't relevant as KPMG New Zealand is a different entity. Watch video of exchange via Twitter.
Q2. General question before we deal with the resolutions: "Best practice is to disclose the proxy position to the ASX before the meeting starts to allow for a more fully informed debate. Today you've published 46 slides on the ASX platform on the management presentations but withheld disclosure of the proxies. Please disclose the proxies now so that we can ask follow up questions about the data, including the extent to which other shareholders have supported Ampfield's attempt to seize board control without making a full bid for the company?"
Answer: Question wrangler Jason Klepec refused to read this out and posted the following message via the Computershare platform: "I'll chat with you after but it's not best practice in NZ and the NZSA (Kiwi equivalent of Australian Shareholders' Association) doesn't like it". This was after I'd sent this email the day before the AGM requesting early proxy disclosure. Turns out they did summarise the voting outcomes on the first page of ASX announcement but I missed it because it wasn't the usual table of results as can be seen on this list of companies which have embraced the practice of early proxy votes disclosure. And Jason never messaged that the outcome had been summarised or read out any question about the proxy votes.
Q3. Could Ryan comment on whether he has met with Ampfield representatives and have Ampfield voted in favour of Ryan's re-election by proxy or are they intending to vote in the room today? Please disclose the proxies earlier with the other resolutions so we can better understand the likely voting outcomes.
Answer: Ryan Brosnahan's re-election was the first of 5 director election or removal resolutions to be dealt with but question wrangler Jason Klepec refused to read this out.
Q4. When clicking on the "about us" button on our website it goes to a section called "Leadership" but then only features the executives. It's as if the independent non-executive directors don't exist. The AGM presentations were the same. It was all about the executives. Why don't we have a lead independent director which is normal governance at companies which have an executive chair. Will the independent directors, including re-election candidate Ryan Brosnahan, take control of the company, including through appointing one of their number as our independent chair before the next AGM?
Question wrangler Jason Klepec posted a message asking that this be resubmitted due to it being inaccurate. He was right to point out that they do have a lead independent director, David Green, so the question ended up being resubmitted as follows:
Q4 final version: "Whilst we do have David Green as our lead independent director, it is not good governance to have an executive chair. Will the independent directors, including re-election candidate Ryan Brosnahan, appoint one of their number as our independent chair before the next AGM?"
Answer: David Green said the board only proposed having John Scott as executive chair for 9 months, after which he would return to being the chair. John Scott then blamed the failure to appoint a new CEO on all the "drama" caused by Ampfield. Watch video of those top table responses via Twitter.
Q5. If Ian Whiting has been nominated by Ampfield, our largest shareholder with 17%, why would it even be a possibility that he could be classified as independent down the track? Could Ian please disclose his full history with Ampfield and does he agree that one nominee is enough as any more would not be consistent with the size of Ampfield's current shareholding?
Answer: The written question submitted to challenging candidate Ian Whiting was a lot more detailed than “Could Ian disclose his full history with Ampfield” but that was all censoring question wrangler Jason Kepec was prepared to read out in the room at their Auckland HQ this afternoon. However, at least Ian responded, saying that Ampfield approached him in early April but he had no financial ties to them, they were simply looking for capable directors. The Eroad directors agreed he was the best of the 3 nominees and backed him. Watch video of exchange via Twitter. Also, watch this video of Ian Whiting's impressive stump speech.
Q6. Could Scott Smith comment on whether he believes the Eroad board have run a fair election, such as not amending his CV and platform and providing reasonable access to the share register for proxy solicitation?
Answer: Not read out, but the moderator Jason posted this message: "Could you please submit your questions before the Q&A ends, this came in after the discussion had wrapped up". Watch video of Scott Smith campaign speech from North America via Twitter.
Q7. Could Steve Hammond comment on whether he believes the Eroad board have run a fair election, such as not amending his CV and platform and providing reasonable access to the share register for proxy solicitation?
Answer: Not read out, possibly for the same reason as Q6 although this one was lodged earlier. Watch video evidence of the censorship in action via Twitter.
Q8. Could one of the Ampfield board nominees in the room please comment on why they are seeking to remove the executive chair. If successful, who do they propose become the new chair?
Answer: Not answered, but question wrangler Jason Klepec posted this message later in the meeting: "The nominees don't represent or hold proxy for Ampfield, this is a question for Ampfield who aren't in the room". Watch video evidence of this question being censored via Twitter. Also, watch the campaign speech delivered by John Scott when we got to his removal resolution.
Q9. I understand the imperative of removing executive chair John Scott, but could Sara Gifford comment on why she believes she was the only non executive director targeted for removal by Ampfield. Could one of the Ampfield nominees, preferably board-endorsed challenger Ian Whiting, comment on why he and his colleagues don't want to work with Sara but are happy to work with the other incumbent non-executive directors?
Answer: Question wrangler Jason Klepec edited this right down and Sara simply said "ask Ampfield". I did, as you can see above, but Jason didn't read that bit out and then sent a private message via the Computershare platform: "The nominees don't represent or hold proxy for Ampfield, this is a question for Ampfield who aren't in the room". So, we had 3 campaign speeches from the 3 Ampfield nominated candidates, two of whom were in the room and one of whom (Australian Ian Whiting) was endorsed by the incumbent Eroad directors, but no one could speak as to why they were targeting Sara Gifford for removal and no other NED. What a joke. Watch this video of Sara's impressive stump speech and the question snafu via Twitter.
Q10. When are you going to disclose the proxies and have Ampfield been successful?
Answer: This wasn't read out and they never disclosed fully disclosed the proxies although the board's comfortable victory was summarised in the formal addresses.
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