Bangkok, 19 September 2025 – Central Retail Corporation Public Company Limited (CRC) has received an offer from Harng Central Department Store Co., Ltd. (HCDS or Central Group), its major shareholder, to acquire Rinascente department stores in Italy. The Company’s Board of Directors, consisting only of directors with no vested interests, reviewed the proposal on 17 September 2025 and approved proceeding with the transaction.

Mr. Panet Mahankanurak, Chief Financial Officer of Central Retail Corporation Public Company Limited (CRC) stated that the decision to divest the business in Italy is in line with CRC’s previously announced policies and business strategy to rebalance its portfolio, shifting focus to expanding in its core markets of Thailand and Vietnam, where the company has strong expertise and high growth potential. CRC plans to continue investing in these markets using proceeds from the sale to strengthen its financial position and pursue mergers and acquisitions (M&A), reinforcing its presence in Southeast Asia in the future. While the company has previously evaluated several opportunities to expand its investments in Europe, the significant capital requirements of such initiatives and the potential of diversion of funds from the core markets in Thailand and Vietnam led to the decision not to proceed. The offer from Central Group to acquire Rinascente represents a timely opportunity for CRC to divest a non-strategic operating asset at a compelling valuation. This offer, valued at approximately THB 14.7 billion^/1, provides CRC with capital to drive strategic growth and strengthen its financial position. CRC initially plans to allocate the remaining THB 7.7 billion^/1 for dividend payments to shareholders, equivalent to THB 1.28 per share. From this transaction, CRC expects to record a post-tax profit of approximately THB 6 billion.

In addition to the reasons mentioned above, the transaction provides the following benefits to CRC:

• CRC will immediately realise cash returns from its investment in Rinascente at a fair selling price, without having to wait for future dividends. The transaction reflects a P/E ratio of approximately 14.4x^/2 and an EV/EBITDA multiple of about 7.8x^/2 – both higher than those of retail companies in Europe and other developed markets. This is also consistent with the assessment conducted by management together with the financial advisor, using the DCF (Discounted Cash Flow) method, which values the company based on projected future cash flows.
• CRC will achieve a selling price significantly higher than its original investment cost in 2018, generating an estimated post-tax profit of approximately THB 6 billion (with the final profit depending on the exchange rate and Rinascente’s net assets at the time of transaction completion).
• The sale will strengthen CRC’s financial position by using cash proceeds to repay borrowings from financial institutions, thereby reducing the company’s debt burden by approximately THB 5.3 billion.
• This transaction will enable CRC to distribute dividends of up to THB 7.7 billion, equivalent to THB 1.28 per share. The first dividend payment of approximately THB 4.2 billion is expected after CRC receives the net cash proceeds from the transaction (anticipated within 2025), followed by a second payment of around THB 3.5 billion, to be made together with the annual dividend for CRC’s 2025 operating results. These amounts are part of an initial plan and remain subject to approval by the Board of Directors and/or shareholders after CRC receives the net cash proceeds from this transaction.
• The sale will help reduce CRC’s burden and risks in complying with laws and regulations in Italy, which differ significantly from those in Southeast Asia. It will also lower the proportion of CRC’s revenue subject to a higher effective tax rate of around 30%, compared with CRC’s current effective tax rate of about 23%.
• After this transaction, CRC will continue to benefit from business collaboration with Rinascente as before.

“However, the transaction must be presented to shareholders for approval on Thursday, 6 November 2025. CRC has also appointed an Independent Financial Advisor (IFA) to provide an independent opinion on the transaction and its fairness, which will be submitted to shareholders as supporting information for their consideration on that date,” Mr. Panet concluded.

^/1 Subject to the exchange rate at the time the transaction is completed.

^/2 P/E and EV/EBITDA are based on the past twelve months. The P/E ratio is calculated from Adjusted Net Profit, which includes the expected impact of additional depreciation of Right-of-Use (ROU) assets and additional interest expense from lease liabilities, estimated at approximately EUR 5 million (post-tax) or about THB 190 million in 2026. These arise from the renewal of leases for two branches, effective from 1 July 2025.