Harng Central Department Store Limited proposed to acquire la Rinascente S.p.a. from Central Retail Corporation Public Company Limited (SET:CRC) for approximately ?390 million on September 17, 2025. The total consideration for the Transaction amounts to approximately ?391 million (or approximately THB 14.682 billion), which is broken down as follows: Consideration received from the sale of shares amounting to approximately ?250 million (or approximately THB 9.384 billion) and Consideration received from the transfer of the shareholder loan. This shareholder loan granted by Central Retail Investment Limited ? a subsidiary of Central Retail Corporation Public Company Limited ? to CRC Rinascente S.p.A., a subsidiary of CRC Holland B.V., the aggregate amount comprising of both principal and accrued interest to be received by Central Retail Corporation will depend on the outstanding principal and accrued interest as of the date of the share transfer of CRC Holland B.V., which will take place after Central Retail Corporation has obtained approval for the Transaction from the Central Retail Corporation?s shareholders meeting. (As of June 30, 2025, the outstanding principal and accrued interest amounted to approximately ?141 million, or about THB 5.297 billion).

For the period ending December 31, 2024, la Rinascente S.p.a. reported net income of ?4 million and EBITDA of ?55 million. As of December 31, 2024, la Rinascente S.p.a. reported total assets of ?379 million and total common equity of ?6 million.

Central Retail Corporation expects that the Company will receive net cash proceeds from the disposal of the Rinascente Department Store Business and the repayment of the Shareholder Loan, after tax, of approximately THB 13 billion. The Company plans to allocate such net cash proceeds as follows: The Company intends to allocate the net cash proceeds from the repayment of the shareholder loan to repay its borrowings from financial institutions. The actual amount will depend on the outstanding principal and accrued interest under the shareholder loan as at the closing date, which will take place following the approval of the Transaction by the shareholders? meeting of the Company (whereby, as at June 30, 2025, the outstanding principal and accrued interest amounted to approximately ?141 million or approximately THB 5.297 billion). Such repayment will reduce finance costs and indebtedness, strengthen the capital structure, and enhance the Company?s borrowing capacity to support future business growth. In addition, the Company intends to allocate the net cash proceeds from the disposal of the Rinascente Department Store Business, after tax, of approximately THB 7.7 billion, to be distributed as dividends to the shareholders of the Company, equivalent to approximately THB 1.28 per share. This will deliver value creation and returns to shareholders. The Company plans to propose to the Board of Directors and/or the shareholders? meeting (as the case may be) to consider and approve the payment of such dividends after the Company has received the proceeds from the asset disposal to consider paying such dividend in two tranches: First Tranche: approximately THB 4.2 billion, after the Company has received the net cash proceeds from the disposal of the Rinascente Department Store Business; and Second Tranche: approximately THB 3.5 billion, together with the annual dividend from the Company?s operating results for the year 2025, in the second quarter of 2026.

The Board of Directors has resolved to approve the entering into of the said Transaction and the submission of the matter to the Extraordinary General Meeting of Shareholders, determining or amending any details necessary and relating to the disposal of the Rinascente Department Store Business and the transfer of the shareholder loan to ensure completion of the Transaction; 2) negotiating the terms and conditions of the agreements and other documents relating to the Transaction on behalf of the Company; 3) executing agreements and documents, including but not limited to the Share Purchase Agreement of CRC Holland B.V. and the transfer agreement of the shareholder loan; 4) executing applications, waiver requests, notices, and any other documents relating to the Transaction, including liaising with, and submitting applications or waiver requests and other documents to, officers or representatives of any relevant authorities; and 5) undertaking any other actions necessary and relating to the Transaction to ensure the completion of the Transaction.

Central Retail Corporation expects the Transaction will be completed within 2025.

Avantgarde Capital Company Limited acted as financial advisor for Central Retail Corporation Public Company Limited.