Bangkok, 17 October 2025 – Following the offer from Harng Central Department Store Limited (HCDS or Central Group) to acquire Rinascente department store in Italy, Central Retail Corporation Public Company Limited (“CRC” or the “Company”) announced that its Board of Directors, consisting only of directors with no vested interests, reviewed the proposal on September 17, 2025, and resolved to submit it for shareholder approval at the upcoming meeting on November 6, 2025. On October 16, 2025, CRC published the meeting invitation on its website together with the Independent Financial Advisor’s (IFA) report, which concluded that the transaction is appropriate, that the offer price exceeds the fair value, and that it would deliver favourable long-term returns for CRC and its shareholders. The IFA also found the transaction to be aligned with the Company’s business strategy, and therefore recommended shareholder approval.

Mr. Suthisarn Chirathivat, Chief Executive Officer of Central Retail Corporation Public Company Limited, commented, “Central Retail continuously reviews its strategic direction and has decided to focus on expanding in Thailand, Vietnam, and Southeast Asian markets with high growth potential — where we possess a strong Omnichannel Ecosystem that enables powerful synergy. In Thailand, Central Retail leads the retail and wholesale landscape with more than 3,000 stores and shopping malls covering every region across 62 provinces. We are fully committed to enhancing the efficiency of existing branches while continuously expanding new ones, as well as strengthening digital channels to serve as a key growth engine across all business segments. By integrating technology and platforms into a unified One Tech Platform, accelerating AI adoption to strengthen capabilities, and leveraging Big Data through The 1 Loyalty Platform — with over 22 million members — we can understand customers deeply and deliver superior experiences at every touchpoint. In Vietnam, Central Retail operates more than 300 stores and shopping malls across 26 out of 34 provinces nationwide. Today, Central Retail is the largest foreign retailer in Vietnam, ranked No. 1 in both the hypermarket and family mall segments. The Company aims to continue driving growth in these two high-potential business groups by developing store formats that deliver sustainable profitability, expanding new stores in suitable formats, and enhancing the efficiency of existing branches. At the same time, Central Retail sees significant growth potential of the Southeast Asian region and has been continuously studying the market to be ready to invest when the right opportunities arise in the future.”

Mr. Panet Mahankanurak, Chief Financial Officer of Central Retail Corporation Public Company Limited, commented, “This transaction represents a strategic decision that has undergone a thorough and careful review process. The Company’s Board of Directors — consisting solely of non-interested directors — together with the Audit Committee, financial advisors, and legal advisors, have jointly reviewed the matter in accordance with the principles and guidelines of good corporate governance for related-party transactions. The transaction must also be approved by no less than three-fourths of the votes of shareholders without vested interests. In addition, the Board of Directors has appointed an Independent Financial Advisor (IFA) to provide an opinion to shareholders.

The IFA concluded that the sale of Rinascente department store is appropriate, at a fair price, generates good returns, and enables CRC to focus on growth in Southeast Asia, a high-potential market, while strengthening its long-term financial structure. The IFA compared the offer price for Rinascente with the fair value calculated using the discounted cash flow (DCF) method, which it deemed appropriate as it reflects future cash flows derived from the business plan, revenue potential, profitability, and shareholder returns. The valuation range was EUR 228.2–239.2 million, which is lower than the agreed sale price of EUR 250.0 million (for total equity value of Rinascente business, excluding shareholder loan repayment to CRC of approximately EUR 141 million). The IFA therefore recommended that shareholders approve the transaction.”

Mr. Panet added, “The Board of Directors, Audit Committee, management, and advisors all agree that this transaction benefits CRC and its shareholders. CRC will immediately receive cash proceeds from the sale of Rinascente at an appropriate price, significantly higher than the initial investment of EUR 25.7 million in 2018, without having to wait for future dividends. The sale price also exceeds the fair value estimated by the IFA. This transaction strengthens CRC’s financial capacity for future expansion and enables the Company to repay bank loans, reducing debt by approximately THB 5.3 billion. It also allows CRC to pay a special dividend of up to THB 7.7 billion, equivalent to THB 1.28 per share, providing immediate returns to shareholders. The first payment, approximately THB 4.2 billion, will be made after CRC receives the net cash proceeds from the transaction, while the second payment, approximately THB 3.5 billion, will be made together with the annual dividend for the 2025 operating results. These amounts are preliminary and subject to further consideration by the Board of Directors and/or shareholders after CRC receives the transaction proceeds. In addition, the transaction reduces CRC’s burden and risk in allocating resources to manage the business and comply with laws and regulations in Italy, which differ significantly from those in Southeast Asia.”

“CRC affirms that this transaction has been thoroughly reviewed and executed with full transparency under the supervision of the Audit Committee, financial advisors, and legal advisors to ensure that the sale of Rinascente delivers the greatest benefit to the Company and its shareholders. Furthermore, the existing rights of the Company under two agreements — the Department Store Business Letter of Undertakings and the Flagship Company Letter of Undertakings, both commitments made by HCDS prior to the Company’s initial public offering (IPO) — will remain unchanged following this transaction. Upon completion, CRC and Rinascente will continue their business partnership, which includes special privileges for CRC customers (loyalty programs), joint events and activities, knowledge sharing with the Rinascente department store team, and other potential collaborations in the future,” Mr. Panet concluded.

Note: THB value is subject to the exchange rate at the time the transaction is completed.