Relais Group Plc, Stock Exchange Release, 5 November 2025 at 4:30 p.m. EEST

New stock option plans 2025A and 2025B

The Board of Directors of Relais Group Plc has resolved to launch two new stock option plans 2025A and 2025B for key employees. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis in order to increase shareholder value. In addition, the stock options aim to commit the key employees to the company.

Jesper Otterbeck, Chair of the Board of Relais Group Plc, says:

"Aligning the interests of the management with the shareholders is a vital part of our strategy. We aim to incentivize our key employees with long-term incentive programs which encourage our team members to own shares in the company. In this context, I am very pleased to note that apart from participating in this stock option plan, our newly appointed Group CEO Christian Johansson Gebauer has recently also privately purchased Relais shares and now owns a total of 10.000 shares in the company, representing an investment of ca. EUR 160.000."

The maximum number of stock options to be issued is 33,000 under the stock option plan 2025A and 139,000 under the stock option plan 2025B, totalling a maximum of 172,000 stock options. The stock options of the stock option plan 2025A entitle their owners to subscribe for a maximum total of 33,000 new shares in the company or existing shares held by the company, and they are issued to the Group's Finnish key employees. The stock options of the stock option plan 2025B entitle their owners to subscribe for a maximum total of 139,000 new shares in the company, and they are issued to the Group's Swedish key employees and the newly appointed Group CEO. The stock options are issued gratuitously.

The number of shares subscribed by exercising stock options issued corresponds to a maximum total of 0.92 per cent of all shares and votes in the company after the potential share subscriptions if new shares are issued in the subscription. After the share subscriptions with stock options, the number of the company's shares may be increased by a maximum total of 172,000 shares if new shares are issued in the subscription.

The share subscription price for stock options 2025A and 2025B is EUR 18.21, which equals the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd from 10 September 2025 to 21 October 2025, added with a premium of 15 per cent, deducted by an additional dividend of EUR 0,20. The share subscription price will increase if the value of the share at the share subscription has increased more than 300 per cent compared to the volume weighted average quotation of the share on Nasdaq Helsinki Ltd from 10 September 2025 and 21 October 2025, deducted by an additional dividend of EUR 0,20.

The share subscription price will be credited to the company's reserve for invested unrestricted equity. The dividends paid per share and repayments of capital before the share subscription by options will be deducted from the subscription price.

The share subscription period for stock options 2025A and 2025B is from 1 April 2028 to 30 June 2028.

The theoretical market value of one stock option 2025A and 2025B is approximately EUR 2.87, so the theoretical market value of the stock options is approximately EUR 493,640 in total. The theoretical market value of a stock option has been calculated by using the binomial model taking into account the subscription price of the stock option and the following input factors: share price EUR 16.10, risk-free interest rate 2.13%, validity of stock options approximately 2.67 years, volatility approximately 31.85% and the share subscription price mechanism limiting the value increase of option.

The Board of Directors resolved on the new stock option plans by virtue of an authorisation granted by the Annual General Meeting on 10 April 2025. The target group of the stock option plan consists of 12 key employees.

Amendment to stock option plans 2024A and 2024B

The Board of Directors of Relais Group Plc has resolved to amend the number of options to be issued under the stock option plans 2024A and 2024B. The stock option plans were announced on 8 May 2024.

The terms of the stock option plans will be amended in such a manner that instead of 50,000 options, 48,000 options will be marked with the symbol 2024A and issued to the Group's Finnish key employees. Similarly, instead of 40,000 options, 42,000 options will be marked with the symbol 2024B and issued to the Group's Swedish key employees. In other respects, the terms and conditions of the stock options remain unchanged.

Amendment to stock option plans 2023A and 2023B

The Board of Directors of Relais Group Plc has resolved to amend the number of options to be issued under the stock option plans 2023A and 2023B. The stock option plans were announced on 10 August 2023.

The terms of the stock option plans will be amended in such a manner that instead of 58,000 options, 60,000 options will be marked with the symbol 2023A and issued to the Group's Finnish key employees. Similarly, instead of 62,000 options, 60,000 options will be marked with the symbol 2023B and issued to the Group's Swedish key employees. In other respects, the terms and conditions of the stock options remain unchanged.

RELAIS GROUP PLC

BOARD OF DIRECTORS

Additional information:

CEO Arni Ekholm

Telephone: +358 40 760 3323

Email: arni.ekholm@relais.fi

Distribution:

NASDAQ OMX Helsinki

Principal media

Relais Group

Relais Group is a leading compounder and acquisition platform on the commercial vehicle aftermarket in Northern Europe. We have a sector focus in vehicle life cycle enhancement and related services. We also serve as a growth platform for the companies we own.

We are a profitable company seeking strong growth. We carry out targeted acquisitions in line with our growth strategy and want to be an active player in the consolidation of the aftermarket in our area of operation. Our acquisitions are targeted at companies having a good strategic fit with our group companies.

Our net sales in 2024 were EUR 322.6 (2023: 284.3) million. So far during 2025, we have completed five acquisitions. We employ approximately 1,700 professionals in eight different countries. The Relais Group share is listed on the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.

www.relais.fi

APPENDICES 

Relais Group Plc, Terms and Conditions of Stock Options 2025A            

Relais Group Plc, Terms and Conditions of Warrant Options 2025B

Relais Group Plc, Amended Terms and Conditions of Stock Options 2024A        

Relais Group Plc, Amended Terms and Conditions of Warrant Options 2024B

Relais Group Plc, Amended Terms and Conditions of Stock Options 2023A        

Relais Group Plc, Amended Terms and Conditions of Warrant Options 2023B