Kamux's share-based incentive plan for 2024-2026

Kamux Corporation, Stock Exchange Release, 1.3.2024 at 08:30

HÄMEENLINNA, Finland , March 1, 2024 /PRNewswire/ —

New long-term incentive Plan for key employees

Kamux Corporation’s Board of Directors has decided to approve a new long-term incentive Plan for the Group’s key persons for 2024–2026 (the “Plan“). The objective of the Plan is to encourage and commit the Group’s key persons to implement the strategy and increase shareholder returns on a long-term basis, as well as to align the objectives of the company’s shareholders and key employees in order to increase the value of the company.

The Plan commences at the beginning of 2024 and it is divided into three one-year performance periods. For the 2024 performance period, the payment of the potential reward from the Plan is based on exceeding the company’s operating profit threshold set by the Board of Directors, as well as on the development of earnings per share (ESP) and total shareholder return (TSR) and exceeding a certain ESG target indicator on an annual basis. The potential reward will be paid primarily in Kamux’s shares or cash or a combination thereof for the Finnish and German key employees by the end of April following the end of each performance period, and for the Swedish key employees by the end of April following the end of a separate two-year waiting period commencing from the confirmation of the reward.

The Board of Directors has selected 38 key persons, including the CEO, to participate in the Plan. In accordance with the terms and conditions of the Plan, the Board of Directors may decide during the performance period on the admission of new participants to the Plan. If a participant’s employment or service ends before the reward payment, the reward will not, as a general rule, be paid.

If the maximum targets set for the performance criteria of the performance period 2024 are reached, the total amount of rewards to be paid based on the Plan for the performance period 2024 is approximately EUR 2.5 million (gross), corresponding to an estimated maximum of approximately 456,000 Kamux shares, when the value is calculated based on the volume-weighted average share price of Kamux’s share in January 2024.

The net shares issued as reward for the Finnish and German participants will be subject to a transfer restriction during the commitment period. The commitment period begins from the payment of the reward and ends for the first performance period no later than 30.4.2027. Members of the Group Management Team must in addition own half of the net shares received as reward based on the Plan until his/her total shareholding in the company corresponds to the value of his/her annual salary. This number of shares must be held for as long as the participant continues to be a member of the Group Management Team.

Changes in the share-based remuneration of Kamux’s CEO

Kamux Corporation announced on June 21, 2023 the approval of the the long-term share-based incentive plan for 2023–2026 for Tapio Pajuharju, who started as the Group’s CEO on June 1, 2023. The Board of Directors has resolved that the above-mentioned long-term share-based incentive plan for the CEO will be discontinued as of January 1, 2024 and that CEO Tapio Pajuharju will participate in the company’s new share-based incentive plan described above as of January 1, 2024 (the “Plan”). The Board of Directors has decided on a fixed maximum reward for the CEO for the performance period 2024. The maximum reward to be paid for the performance period 2024 is a maximum of 123,000 shares. The maximum reward is expressed as gross number of shares before deducting applicable taxes. In accordance with Kamux’s remuneration policy for governing bodies, the value of the Plan’s target level earning opportunity has been calculated by using Kamux’s share price at the beginning of the performance period.

Kamux Corporation

Board of Directors

For more information, please contact:

CEO Tapio Pajuharju, tel. +358 50 577 4200

Kamux is a retail chain specialized in used cars and related integrated services that has grown rapidly. Kamux combines online shopping with an extensive showroom network to provide its customers with a great service experience anytime, anywhere. In addition to digital channels, the company has a total of 78 car showrooms in Finland, Sweden and Germany. Since its founding in Hämeenlinna, Finland, in 2003 the company has sold over 500,000 used cars, 62,922 of which were sold in 2022. Kamux’s revenue in 2022 was EUR 968.7 million and its average number of employees was 883 in terms of full-time equivalent employees. Kamux Corporation is listed on Nasdaq Helsinki Ltd. For more information, please visit www.kamux.com

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