AUTOCANADA APPOINTS SAM COCHRANE AS INTERIM CHIEF EXECUTIVE OFFICER, PAUL ANTONY TRANSITIONS FROM HIS ROLE AS EXECUTIVE CHAIR AND DIRECTOR TO PURSUE OTHER OPPORTUNITIES IN AUTOMOTIVE TECHNOLOGY AND DATA

Executive Summary

• AutoCanada appoints CFO Sam Cochrane as Interim Chief Executive Officer while former Executive Chair Paul Antony transitions out.
• Antony’s transition includes a severance package, accelerated vesting of stock units, and the grant of a “Dealership Option” to acquire a Porsche dealership (London, ON) plus a data‑licensing arrangement with his controlled company.
• The Board approved all related‑party transactions as fair and reasonable; a material change report will be filed.

Key Details

• Interim CEO Appointment: Sam Cochrane, current CFO, assumes interim CEO duties effective immediately; board will search for permanent CEO.
• Executive Chair Transition: Paul Antony steps down as Executive Chair and director; remains a major shareholder (second largest).
• Board Changes: Chris Harris appointed Chair of the Board; Peter Hong to depart later in the year from Chief Strategy Officer & General Counsel role.
• Severance & Compensation for Antony:
• Lump‑sum severance plus accrued salary/vacation (net of withholdings).
• Vesting/settlement of 706 deferred share units via delivery of common shares held in the company’s share purchase trust.
• Accelerated vesting of 328,617 stock units (June 2026 or upon exercise of Dealership Option), potentially cash‑settled.
• Dealership Option: Right to acquire a Porsche dealership in London, ON (including land/buildings and vacant lands in Windsor, ON) at the greater of the company’s aggregate cost or fair market value plus customary adjustments; exercisable before 31 Dec 2026.
• Right of First Refusal: Antony granted ROFR on the Dealership if AutoCanada receives an external offer prior to 31 Dec 2026.
• Data Licensing Arrangement: Company grants a controlled entity of Antony a multi‑year license to collision/mechanical data for an upfront and annual fee, with standard covenants.
• Related‑Party Transaction Review:
• Transactions reviewed by the Human Resources Committee (HRC) and Audit Committee; deemed fair, arm’s‑length, and in best interests of AutoCanada.
• Exemptions invoked under MI 61‑101 as transaction values are <25% of market cap; no minority shareholder approval required.
• Potential Share Ownership Post‑Settlement:
• If stock options/units cash‑settled, Antony could own ~1,554,158 shares (≈6.7% of outstanding).
• Without cash settlement, ownership could rise to ~2,882,775 shares (≈11.9% on a partially diluted basis).
• Registration Rights: Antony granted “piggy‑back” registration rights if AutoCanada conducts a prospectus offering within the next 18 months.
• Material Change Reporting: A material change report will be filed; copies available from Interim CEO Sam Cochrane.

Notable Quotes

“Sam is an experienced and widely respected executive who understands our business… well‑positioned to continue providing leadership while the Board focuses on the search for a permanent CEO.” – Paul Antony

“With this important piece in place, the Board can focus our attention on finding a highly qualified successor…” – Chris Harris, Lead Independent Director