Confident in Masan Group's potential, Bain Capital invests up to 500 million USD

Ho Chi Minh City, October 2, 2023 – Masan Group Corporation (HOSE: MSN, “Masan” or the “Company”), today announced that Bain Capital – a global private equity firm with approximately US$180 billion in assets under management – has agreed to invest at least US$200 million in equity in Masan Group at a value of VND85,000 per share (“Transaction”).

The proceeds from this Transaction will be used to enhance Masan’s financial position and optimize its balance sheet. This transaction marks Bain Capital’s first investment in Vietnam and demonstrates the investor’s confidence in the growth story of the Vietnamese consumer market as well as Masan’s ability to realize the opportunity to serve 100 million domestic consumers from basic daily needs to financial products and services.

Regarding this transaction, Mr. Danny Le, CEO of Masan Group said: “In the context of the challenging consumer market, Masan continues to invest in its existing platform and constantly implement breakthrough innovations to always be ready when the consumer market recovers. We aim to become a factor that brings many times more profit in the “golden moment” of the consumer story in Vietnam. The cooperation transaction with Bain Capital is a recognition of our efforts over the past time. Masan has continuously implemented consumer-centric initiatives and investments to achieve 80% of consumer spending market share. We look forward to cooperating with Bain Capital to promote this vision, becoming a platform that meets the daily needs of consumers.”

“We are delighted to partner with Masan on this strategic investment in Vietnam,” said Barnaby Lyons, a partner at Bain Capital. “We believe Masan has the right foundations, vision and growth strategy to succeed in an attractive and high-growth consumer market. Masan is one of the most trusted brands in Vietnam, with the ability to anticipate consumer trends and meet those needs through its platform and innovative products. We see this as a great investment opportunity given Masan’s continued growth, led by its top leaders.”

From 2022 to 2040, Vietnam is expected to be the fastest growing consumer market in Southeast Asia with an expected annual growth rate of 7.7%. This impressive growth rate is due to the increasingly rapid urbanization process, the explosion of the consumer class with increasingly higher incomes, more diverse needs, beyond basic needs, towards lifestyle and financial experiences. With its position in the Vietnamese consumer market, Masan has been transforming from a branded consumer goods manufacturer to a Group owning a retail consumer platform, aiming for potential growth throughout the consumer value chain. Specifically, Masan clearly identifies 3 sustainable growth trends in the future:

- Premiumizing products with innovations, focusing on consumer health in the fast-moving consumer goods sector of Masan Consumer Holdings.

- The shift from unbranded products to branded meat products with higher quality, provided by Masan MEATLife.

- The shift from traditional retail to modern retail, accelerated by the WinCommerce retail platform.

- WIN Membership Program, Masan's central platform to bridge brands and consumers, has reached 7 million members and aims to increase this number to 10 million by the end of this year, 30 million by 2025. WIN Membership Program is the platform that helps Masan serve Vietnamese consumers better with personalized products and services, and plays an important role as a growth driver in the Company's business operations.

Masan expects the Transaction to close in 2023 and will continue to seek other strategic equity solutions, including reducing exposure to non-core businesses, enhancing liquidity and achieving a sustainable Net Debt to EBITDA ratio below 3.5x on a long-term basis.

Bain Capital has extensive experience investing to support the growth and management of a variety of consumer retail business groups in Asia, including investments in Schwan Company and Carver Korea.

Jefferies Singapore Limited acted as financial advisor to Masan Group in this Transaction.

The transaction is subject to appropriate approvals under the company's charter and applicable laws.

Transaction Details:

- This transaction is an equity investment in the form of Convertible Dividend Preference Shares (“CDPS”) issued at VND85,000/share and convertible into common shares at a ratio of 1:1.

- The fixed dividend rate of each CDPS is 0% within the first 5 years from the date of issuance.

- From the 6th year onwards, the fixed dividend rate of each CDPS is up to 10%/year. Authorize the Board of Directors to decide the specific fixed dividend rate and payment time.

- In addition to the fixed dividend, each CDPS will receive a dividend equal to the dividend per common share (if any).

- In the 10th year from the date of issuance, outstanding CDPS will be required to convert into common shares of Masan Group.

- Other investors are interested in negotiating with Masan, and depending on the Company's capital needs and market conditions, Masan may increase the investment up to 500 million USD.

INTRODUCTION OF MASAN GROUP JOINT STOCK COMPANY

Masan Group Corporation (“Masan” or “the Group”) believes in the philosophy of “doing well by doing good”. The Group provides superior products and services to 100 million Vietnamese people, so they can pay less for their basic daily needs. Masan realizes this vision by driving productivity through innovation, applying technology, building strong brands and focusing on realizing big opportunities related to the daily lives of the majority of people.

Masan Group's member and affiliate companies are companies in the fields of fast-moving consumer goods, branded meat, retail, F&B chains, financial services, telecommunications and value-added industrial materials manufacturing. These are high-growth sectors of the Vietnamese economy .

ABOUT BAIN CAPITAL

Bain Capital is one of the world's leading private equity firms with approximately $180 billion in assets under management, helping to create long-term value for investors, teams, businesses and communities.

Since its founding in 1984, Bain Capital has applied its deep understanding and breadth of experience to invest across a number of asset classes including private equity, credit, special deals, public equity, venture capital and real estate. Leveraging its common platform, Bain Capital captures cross-asset investment opportunities in strategically focused sectors across asset classes. With offices on four continents, Bain Capital’s global team aligns the interests of its investors with the organization to create sustainable value.

Masan Consumer participates in Ho Chi Minh City export fair

For Investors/Analysts

Duong Hoang Phu

T: +84 28 6256 3862

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For Media

Pham Van

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This press release contains forward-looking statements regarding Masan's intended expectations or strategies that may involve risks and uncertainties. These forward-looking statements, including Masan's expectations, involve known or unknown risks, uncertainties and other factors beyond Masan's control that may cause Masan's actual results of operations, financial performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Readers should not consider these forward-looking statements as predictions of future events or promises of future performance./.

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