NewPrinces S p A : 25 July 2025Carrefour Italia Acquisition Presentation (carrefour acquistion)

25 July 2025

Transaction details

€ 1 bn, on cash and debt-free basis includes a € 420 million of real estate assets

2024 Revenues €3.7bn

2024 EBITDA €115m

EV/EBITDA multiple: 8.7 X pre-synergies

EV = € 1 bn

(-) IFRS16

(-) Other IFRS 16

Extraordinary Adj. (+) Carrefour cash Injection

EQUITY VALUE = € 1

Exp. completion date*

Q3 2025

*Subject to achieving required regulatory approvals

The Group will have combined revenues of €6.9bn

*

Considering the NFP at the end of March 2025 and excluding IFRS 16

NewPrinces will become one of the biggest Italian Groups in terms of direct employees with circa 13,000 people in Italy and over 18,000 around the world.

*Includes NewPrinces reported combined figures at FY 2024, Diageo Operations Italy and Plasmon

Carrefour Italy at a glance

Carrefour Italy at a glance

Carrefour consolidated net sales1 (2022-2024A, €m)

• Headquartered in Milan, Carrefour Italy has established itself as one of the largest food retail

  platforms in Italy, employing 8,303 FTEs, with stores strategically spread across the country's most attractive regions

  LfL growth YoY (%)

  Growth YoY (%)

  n.a.

  (0.6%)

  4.5%

  0.3%

  (1.3%)

  (4.7%)

• Today, Carrefour Italy has a multi-format presence

  3,G16 3,G26 3,741

  with 1,027 stores across 12 regions in Italy:

  41 Carrefour Iper (~5,900sqm avg.sales area)

  272 Carrefour Market

  702 Carrefour Express

  (~1,100sqm avg. sales area) (~300sqm avg. sales area)

  12 Cash G Carry (~3,800sqm avg.sales area)

• The stores are operated through diversified and flexible models:

  211 directly operated

  2022A 2023A 2024A

  Key stores figures (2024)

  Total real estate portfolio valued

  ~ €420m(1)

  431 on affitto ramo d'azienda

  Stores by format (#)2

  Stores by model (#)2

  Product mix

  (% of net sales 2024)

  385 pure franchising

• In addition, Carrefour Italy's network also includes:

158 stores under master franchising agreement

7 logistic centers (#1 fully owned) - outsourced to

third-party logistic providers

1G gas stations

Comprehensive e-commerce platform well-

41 12

272

1,027

o/w real estate owned(3)

702

385

1,027

431

31%

4% 2%1%

62%

Food >G0%

positioned to capture further growth, leveraging a network of 264 stores enabled for direct online orders through the Group's website and 475 stores

18

iper

11

market

4 1

express C&C

4

Others

211

642 Carrefour stores(4)

Grocery Fresh

partnered with leading delivery providers

express

C&C

market

iper

Affitto ramo d'azienda

DOS Pure franchising

Bazar

Textile

Appliances

Notes:

Full real estate ownership of 38 sites

1. Net sales reported by Carrefour including petrol sales (~€150m in 2024)

2. Includes pure franchising and excludes master franchising

3. Total real estate owned is 38, including 1 warehouse and other 3 stores not operated under Carrefour banner

4.642 owned stores, either DOS or owned by Carrefour but operated by a 3rd party (affitto ramo d'azienda)

A unique consolidation opportunity in Italy, with a dense store network across most attractive regions of Italy…

Extensive store network across most attractive regions with highest GDP and income per capita…

... ranked 6th among national players by market share (1)

1G

202

314

161 4G

54

Total number of stores

1

74C

North Italy

15%

11%

281

Central Italy

+ Sardinia

1

21

1G5

1

7-8% 7%

6%

G ~4%

3%

Market share legend

<6%

8-10%

6-8%

>10%

Source: Company information

Note:

1. Calculated on annual turnover