DM190/2019 August 29, 2019 Subject : 1st Amendment on Opinion of Independent Financial Advisor report To : The Securities and Exchange Commission Board of Directors and Manager of Stock Exchange of Thailand and Shareholders of Robinson Public Company Limited As Independent Financial Advisor, Discover Management Company Limited has provided the Opinion of Independent Financial Advisor on the Delisting from the Stock Exchange of Thailand as Part of the Business Restructuring of Central Retail Corporation Limited for Robinson Public Company Limited dated August 21, 2019. However, there are some amendments on the report that need to be disclosed to the SEC, the Stock Exchange of Thailand, the shareholders and investors with detail as per attached. Please be informed accordingly (Mr. Vuthichai Tumasaroj) (Miss Kanokporn Pongjetanapong) Director Director รองกรรมการผู้จัดการ รองกรรมการผู้จัดการ -Translation- Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited (Amended) For Robinson Public Company Limited Prepared by Discover Management Company Limited August 21, 2019 Discover Management Co., Ltd. Page 1/68 Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited Abbreviation Meaning Abbreviation Robinson Public Company Limited : The Company or the Business or ROBINS Central Retail Corporation Limited : Central Retail or the Tender Offeror or the Offeror Central Retail Corporation Limited and its subsidiaries : Central Retail Group Harng Central Department Store Company Limited : HCDS Initial Public Offering : IPO Shares Consideration (Central Retail’s Newly Issued Ordinary Shares) : Share Swap The Securities and Exchange Commission : The SEC The Stock Exchange of Thailand : The SET Making a Tender Offer to Purchase all ROBINS’s Shares, Shares Consideration by : Restructuring of Central Retail Central Retail’s Newly Issued Ordinary Shares and Delisting ROBINS from the Stock Exchange of Thailand Discover Management Company Limited : Independent Financial Advisor, IFA or Discover Extraordinary General Meeting of Shareholders : EGM The Takeover Panel : Takeover Panel KPMG Phoomchai Audit Limited : KPMG Power Buy Company Limited : PWB CRC Sports Company Limited : SSP NKT New Solution and Technology Development Investment Joint Stock Company : NKT PTT Public Company Limited : PTT The Siam Cement Public Company Limited : SCC Airports of Thailand Public Company Limited : AOT Central Retail International Company Limited : CRI Discover Management Co., Ltd. Page 2/68 Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited Table of contents 1. The Delisting of shares from the SET ........................................................................................................................................ 9 2. Summary of the Restructuring Plan of Central Retail ..............................................................................................................10 3. Risk factors of the Restructuring Plan of Central Retail ..........................................................................................................25 4. Opinion of IFA on the Delisting of shares from the SET as part of the Restructuring Plan of Central Retail .........................28 5. Independent Financial Advisor’s opinion on the Offer Price ..................................................................................................34 6. Summary of Share Valuation ...................................................................................................................................................63 7. Summary of Independent Financial Advisor’s Opinion ..........................................................................................................66 Discover Management Co., Ltd. Page 3/68 Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited August 21, 2019 DM118/2019 Subject: Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited To: Directors and shareholders of Robinson Public Company Limited Reference: 1. Restructuring Plan of Central Retail Corporation Limited 2. Draft request for a waiver of the tender offer for securities of Robinson Public Company Limited 3. Board of Directors’ meeting resolution of Robinson Public Company Limited No.4/2019 held on July 26, 2019 4. 2018 Form on annual performance of Robinson Public Company Limited (Form 56-1) 5. Audited financial statement of Robinson Public Company Limited for 12-month period ending December 31, 2016-2018 and reviewed financial statement for 3-month period and 6-month period ending June 30, 2019 by KPMG Phoomchai Audit Limited 6. Financial projection of the Company 7. Documents and other related contracts Disclaimers: 1. In preparing this report, Discover Management Company Limited (“Independent Financial Advisor” or “IFA” or “Discover”) has relied on information provided by the Company disclosed to the public on website of the Securities and Exchange Commission (www.sec.or.th), website of the Stock Exchange of Thailand (www.set.or.th), including public information of the Company on other sources and information from interviewing with the management of Robinson Public Company Limited. 2. IFA shall not be responsible for profits or losses and any impacts resulting from this transaction. 3. IFA conduct studies using knowledge, ability and caution by adhering to the professional basis. 4. IFA considered and provided opinion based on prevailing market conditions and currently available information. If market conditions and information change in the future, the results of the study in this report may be affected. Discover Management Co., Ltd. Page 4/68 Opinion of Independent Financial Advisor on the Delisting of Shares from the Stock Exchange of Thailand as Part of the Restructuring Plan of Central Retail Corporation Limited for Robinson Public Company Limited Board of Directors’ meeting resolution of Robinson Public Company Limited No.4/2019 held on July 26, 2019 has granted approval for the Company to convene an extraordinary general meeting of shareholders to consider and approve the Delisting of the Company’s shares from the SET as part of the Restructuring Plan of Central Retail’s subsidiaries and affliates, including the Company (collectively together with Central Retail, the “Central Retail Group”), (Central Retail is a major shareholder of the Company holding directly and indirectly 53.83% of the total issued shares of the Company) (the “Restructuring”), as part of its preparation for an initial public offering and listing its shares on the SET (“IPO”). Central Retail aims to consolidate its various retail presence in Thailand, Vietnam and Italy under a single listed vehicle to create a leading multi-format and multi- category retailing business and plans to raise funds through the IPO concurrently with making a tender offer to purchase all shares in the Company held by other shareholders (the “Conditional Exchange Offer”). Central Retail will propose to purchase shares from all shareholders of the Company who accepts the Conditional Exchange Offer at a price of THB 66.50 per share (the “Company Shares Price”), where such Company Shares Price was derived from various methods determined by Central Retails, e.g. market price, trading multiples, and discounted cash flow, and will be further proposed to the shareholders’ meeting for consideration. In this regard, Central Retail will issue new ordinary shares (the “Shares Consideration”) for the Conditional Exchange Offer where consideration will be made with no cash alternative. In this regard, the Company’s shareholders will receive such Shares Consideration pursuant to a swap ratio for the exchange of the shares in the Company and the Shares Consideration, which will derive from the book-building process in the future (the “IPO Shares Price”). In this regard, if there is any fraction of shares from the allocation of the Shares Consideration as consideration to the shareholders of the Company according to the final swap ratio, such fraction will be rounded down and no compensation will be made therefor. Moreover, if the Company pays dividends before payment of the consideration for the Conditional Exchange Offer, the offer price for the Company’s shares under the Conditional Exchange Offer will be reduced in proportion to the amount of the dividends paid per share of the Company. In addition, the final IPO Shares Price will be announced after completion of the book-building process, which is expected to be completed after the end of the Conditional Exchange Offer period. Therefore, in the preliminary stages of the Conditional Exchange Offer, the shareholders of the Company will know the fixed