REPORT FROM THE BOARD
OF DIRECTORS

REPORT FROM THE BOARD OF DIRECTORS

To our Shareholders

During 2025, we implemented strategic actions that serve as essential pillars to reinforce El Puerto de Liverpool’s leadership in unified commerce.

Consolidated revenue reached $229.1 billion pesos, representing 6.7% growth compared to the previous year. Despite a challenging economic environment, the effectiveness of our business model allowed us to remain a preferred choice for our customers.

The Retail division reported revenue of $201.6 billion pesos, reflecting a 5.7% expansion over the previous year.

On May 20, the acquisition of a stake in Nordstrom, Inc. was finalized. This investment, valued at $1.230 billion dollars, marks El Puerto de Liverpool’s entry into the high-end department store segment in the United States market. Following the transaction—financed through a combination of cash on hand and debt—we secured a 49.9% indirect equity stake, establishing a solid alliance with the founding family, which retains the remaining 50.1%.

As part of our modernization and expansion program, we continued the renovation of our Liverpool warehouses, completing remodels in Tezontle and the successful transformation of the Ciudad Juárez store.

At Suburbia, new stores were inaugurated in Tultitlán, Acapulco Costera, and Aguascalientes. Additionally, we completed renovations at 23 locations and implemented self-checkout systems in 26 more. Concurrently, we introduced new customer experiences, such as café areas and complementary services like optometry.

Liverpool Express continues to bring us closer to our customers; 28 units were added during the year, reaching a total of 68 locations by the end of 2025.

Our digital channels achieved consolidated growth of 18.2% for the year, reaching a digital sales share of 30.5% for Liverpool and 7.5% for Suburbia. During this period, we renewed the customer experience from the first point of contact by implementing technological improvements in our Contact Center for more agile and personalized service. We also modernized our eCommerce platforms to provide a more intuitive and efficient shopping process.

Continuing the development of the Arco Norte Logistics Platform (PLAN), operations began at the new Softlines warehouse for domestic merchandise. This facility, spanning approximately 180,000 square meters, features highly automated operations. To date, it has shipped a total of 22 million items per month to our stores, doubling the capacity of the previous location with the potential to triple it. Total investment in the new logistics center amounts to $16.9 billion pesos, of which $8.5 billion pesos correspond to the Softlines warehouse.

The Financial Business division showed solid performance, reporting 15.3% revenue growth. Credit accounts have surpassed 8.3 million at El Puerto de Liverpool. Regarding portfolio quality, accounts more than 90 days past due remained at an acceptable level of 3.7%, representing a 53-basis-point increase compared to 2024.

The Insurance division achieved a historic record with 3.8 million active policies in synergy with digital channels.

Galerías Shopping Centers achieved an 8.7% increase in total revenue. The occupancy rate was 92.5% at year-end. We inaugurated the expansion of Galerías Metepec, nearly doubling its size.

Consolidated EBITDA was $35.8 billion pesos, a 4.7% decrease compared to the previous year. Net income of $17.1 billion pesos was 25.9% lower than reported in 2024.

To finance our expansion plans, on January 16, we placed a $1.0 billion dollar bond in international markets in two equal tranches of $500 million dollars, with maturities of 7 and 12 years, respectively. We maintain a currency hedge to swap the principal into pesos, reducing exchange rate risk and aligning our liabilities with revenue generation.

With a cash balance of $25.3 billion pesos and leverage of 0.52x Net Debt/EBITDA at year-end, we maintain a solid financial position.

Capital expenditures totaled $10.6 billion pesos; 40% of this amount was dedicated to logistics and IT projects, 28% to remodels and expansions, and 8% to new openings.

Income tax totaled $6.3 billion pesos. Other taxes withheld and paid, import duties, and contributions to IMSS, SAR, and INFONAVIT totaled $21.5 billion pesos.

The Ordinary Shareholders’ Assembly, held on March 18, 2025, declared a dividend of $4.0 billion pesos.

We continue to consolidate our “The Footprint” ESG actions. During 2025, significant progress was made in the environmental pillar through key initiatives such as increased use of clean energy, waste reduction, and increased use of treated water. In the social sphere, we promoted greater development opportunities for women, reflected in their growing participation in leadership positions and the promotion of diverse and equitable workplaces. Finally, in the Governance pillar, we successfully consolidated the sustainable product offering across the business.

Prestigious institutions such as Forbes, Merco, and Expansión recognized our commitment and global achievements. The awards received cover vital aspects such as being one of the best companies to work for, inclusion and equity, global impact, service quality, technological advancement, eCommerce performance, and overall company perception.

El Puerto de Liverpool consolidated a year of transcendental milestones by completing the most emblematic logistics project in its history and finalizing one of its most relevant investments through its entry into the U.S. department store market via its stake in Nordstrom.

We extend our most sincere gratitude to our customers, employees, shareholders, suppliers, and tenants. Our sustained growth and strength would not be possible without your trust.

Sincerely,

Board of Directors Mexico City, December 31, 2025