DM190/2019 August 29, 2019 Subject : 1St

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

-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

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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

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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

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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.

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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 Company Shares Price and the preliminary swap ratio and they will know the final IPO Shares Price and the final swap ratio at the end of the book-building process. Central Retail has a successful track record of acquisitions and expansion into other markets in Asia and abroad, entering Vietnam half a decade ago through joint ventures with Nguyen Kim followed by the acquisition of Big C in 2016, transforming the business by revamping the brand and restoring customer confidence, becoming Vietnam’s largest retailer of foreign origin today. Central Retail also entered Italy in 2011 through the acquisition of Rinascente, adapting offerings in response to the demands of the Italian customers and transforming the business into a market leader in the luxury department store segment. In order to make Central Retail a single listed vehicle, Central Retail has proposed to delist the Company’s shares from the SET upon the successful completion of the IPO and the Conditional Exchange Offer

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(the “Delisting”) where Central Retail will be the Delisting tender offeror under the Conditional Exchange Offer process (collectively, the “Restructuring Plan”). The Company’s shareholders who accept the Conditional Exchange Offer will become Central Retail’s shareholders and will retain ownership in the Company indirectly through Central Retail. To ensure that the above transaction complies with the related notifications and requirements of the SEC and the SET and the good corporate governance practices with transparency and adequate disclosure to the shareholders, the Board of Directors has resolved to appoint Discover Management Company Limited as an independent financial advisor (“IFA”) to provide opinion to the shareholders regarding the Delisting of shares from the SET as part of the Restructuring Plan of Central Retail. In preparing this report, IFA has considered the appropriateness of the transaction as independent professional and acted for the benefit of all shareholders fairly based on information and documents provided by the Company and the Tender Offeror, interviews with the managements of the Company and the Tender Offeror and other advisors of the Company and the Tender Offeror, Board of Directors’ meeting resolution, information related to the transaction and Restructuring Plan of Central Retail. Our opinion given herein is based on the assumption that all information and documents obtained from the Company and the Offeror prior to the IFA report issuance date and also from the interviews with the management of the Company and the Offeror are true, correct and complete without any material changes. We cannot guarantee, represent, or warrant for the accuracy and completeness of such information. Moreover, our opinion is based on the economic environment and the information prevailing at the time of this study. Accordingly, any significant change in these factors, and any material change after the issuance date of financial statement will materially impact the Company and the Offeror and the transaction made between them, as well as the shareholders’ decision. As such, we cannot affirm as to whether there will be any material impact on the Company and the share valuation. Besides the Thai language version of the Opinion of Independent Financial Advisor, IFA has prepared the English translation solely for the convenience of the foreign shareholders. In the event of any inconsistency with the English translation, the Thai language version is the definitive and official document.

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Summary of Independent Financial Advisor’s Opinion 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 as part of its preparation for an IPO. For making a tender 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 by issuing the Shares Consideration for the Conditional Exchange Offer. The conditions precedent are that the Delisting of the securities requires an approval from the shareholder’s EGM No.1/2019 which will be held on September 5, 2019 and approval from SET and waiver, permission, approval or consent from related regulation authority. After the mentioned processes have been completed, Central Retail will conduct the tender offer of the Company’s shares in order to delist the shares from the SET which is expected to start within 10 business days after Central Retail’s prospectus is declared effective. In addition, the Delisting of the Company’s shares from the SET depends on the tender offering’s conditions of Central Retail which are part of the Restructuring Plan of Central Retail (Details as specified in Clause 2.7. Expected Timetable and Tender Offering’s Conditions of Central Retail). After considering related factors affecting the Company and its shareholders, IFA views that the Delisting of the Company’s shares is appropriate, and the shareholders should approve the transaction due to the following reasons:

1. The Conditional Exchange Offer at a price of THB 66.50 per share is appropriate since it is not lower than the highest price being evaluated by IFA ranging between THB 45.60 – 61.99 per share. (Unit: THB/share) Higher (Lower) than Higher (Lower) than Valuation approaches Share values Offer Price Offer Price Offer Price (THB/share) (%) 1) Book Value Approach 15.97 66.50 (50.53) (75.98) 2) Adjusted Book Value Approach 25.89 66.50 (40.61) (61.07) 3) Market Price Approach 1/,2/ 54.94 - 61.99 66.50 (11.56) – (4.51) (17.38) – (6.79) 4) Price to Book Value Ratio Approach (P/BV Ratio) 133.14 – 149.34 66.50 66.64 – 82.84 100.21 – 124.57 5) Price to Earnings Ratio Approach (P/E Ratio) 89.81 – 94.79 66.50 23.31 – 28.29 35.05 – 42.54 6) Precedent Transaction Comparable Approach 27.59 – 127.53 66.50 (38.91) – 61.03 (58.51) – 91.77 7) Discounted Cash Flow Approach 1/,3/ 45.60 - 51.59 66.50 (20.90) – (14.91) (31.43) – (22.42) Remark: 1/ Appropriated Approaches for this valuation of the Company’s shares in the Opinion of IFA 2/ Information up to July 25, 2019 3/ The value of the Company’s shares was calculated from WACC ranging between 11.69 – 11.90.

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Valuation approaches Appropriateness 1) Book Value Approach In appropriate: does not consider the Company’s ability to earn profit in the future 2) Adjusted Book Value Approach In appropriate: does not consider the Company’s ability to earn profit in the future 3) Market Price Approach Appropriate: determined by the supply and demand of the Company's stock. 4) P/BV Ratio Approach In appropriate: could be discrepancies from different revenues sources of comparable companies 5) P/E Ratio Approach In appropriate: could be discrepancies from different revenues sources of comparable companies 6) Transaction Comparable In appropriate: could be discrepancies from various volatile factors 7) DCF Approach Appropriate: reflects the Company’s ability to generate profits in the future

2. After the Restructuring Plan of Central Retail (Central Retail is a major shareholder of the Company holding directly and indirectly 53.83% of the total issued shares of the Company), shareholders who accept the Conditional Exchange Offer will become shareholders of Central Retail whose financial statement as of March 31, 2019 (IFA based the calculation on financial statement as of March 31, 2019 because Central Retail’s financial statement as of June 30, 2019 has not yet been reviewed by auditor) showed assets’ value at THB 175,710 million, revenue at THB 53,626 million, net profit at THB 2,434 million and shareholder’s equity at THB 69,618 million accounting for 631.49%, 1,236.29%, 304.76% and 354.87% of those of the Company, respectively. Therefore, after Central Retail is listed on the SET, the Company’s shareholders will become direct shareholders of Central Retail whose size is larger than the Company and could gain more liquidity in its shares’ trading. In addition, Central Retail is one of the leading retail companies in Thailand with various businesses and growing opportunities.

3. Since Central Retail and the Company have some overlapping in its businesses, this Restructuring Plan of Central Retail, where the Company’s shareholders will become Central Retail’s shareholders, will align interest of all shareholders in the same direction and expand the department store business under a single listed entity that can choose the best retail banners to address and respond to the market demand in each area.

Due to the above reasons, for the shareholder’s EGM No.1/2019 to consider and approve the Delisting of the Company’s shares from the SET, IFA views that the shareholders should approve the Delisting of the Company’s shares and accept the Conditional Exchange Offer. In order to receive approval on the Delisting, the Company must receive three-fourth of the total issued shares and there must not be more than 10% of total issued shares opposing to the agenda. The opinion of IFA is considered as part of the information to be considered by shareholders. However, the final decision depends on shareholders. The shareholders should consider the attachments on the EGM notice No.1/2019 for considering and approving the transaction.

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1. The Delisting of shares from the SET

1.1. General characteristic of the transactions The Company received a letter of intent from Central Retail (a major shareholder of the Company holding directly and indirectly 597.81 million shares or 53.83 percent of the total issued shares of the Company) dated July 26, 2019. 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 and Central Retail will issue 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. 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. However, 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. Central Retail has a successful track record of acquisitions and expansion into other markets in Asia and abroad, entering Vietnam half a decade ago through joint ventures with Nguyen Kim followed by the acquisition of Big C in 2016, transforming the business by revamping the brand and restoring customer confidence, becoming Vietnam’s largest retailer of foreign origin today. Central Retail also entered Italy in 2011 through the acquisition of Rinascente, adapting offerings in response to the demands of the Italian customers and transforming the business into a market leader in the luxury department store segment. In order to make Central Retail a single listed vehicle, Central Retail has proposed to delist the Company’s shares from the SET upon the successful completion of the IPO and the Conditional Exchange Offer under the Restructuring Plan. The Company’s shareholders who accept the Conditional Exchange Offer will become Central Retail’s shareholders and will retain ownership in the Company indirectly through Central Retail. Therefore, the Board of Directors meeting No.4/2019 dated July 26, 2019 resolved to propose for shareholders to approve the Delisting of the Company’s shares from the Stock Exchange of Thailand. The extraordinary general meeting of the shareholders No.1/2019 was resolved to be held on September 5, 2019 at 13.30 at The Emerald Hotel 99/1 Rachadapisek Road, Din Daeng, Din Daeng

1.2. Information of the Company (Details as in Attachment 1)

1.3. Information of Central Retail (Details as in Attachment 2) Discover Management Co., Ltd. Page 9/68

2. Summary of the Restructuring Plan of Central Retail The Company has been acknowledged from Central Retail that 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 and listing Central Retail’s shares on the SET. In order to make Central Retail a single listed vehicle, Central Retail has proposed to delist the Company’s shares from the SET upon the successful completion of the IPO and the Conditional Exchange Offer where Central Retail will be the Delisting tender offeror under the Conditional Exchange Offer process. The Company’s shareholders who accept the Conditional Exchange Offer will become Central Retail’s shareholders and will retain ownership in the Company indirectly through Central Retail.

2.1. Objectives and rationales for the Restructuring Plan of Central Retail I. To consolidate its various retail presence in Thailand, Vietnam and Italy under a single listed vehicle where Central Retail will become one of the leading retailers owing to the harmonious combination of its omni-channel platform, various retail store formats, and retail space rental; II. To align interest of all shareholders and expand the department store business under a single listed entity that can choose the best retail banners to address, respond to the market demand in each area, and allow for better governance by aligning business plans with a view to preventing conflicts of interest that may arise in the future, e.g. (i) Central Retail banners (such as Supersports, PowerBuy and Tops) being existing tenants in Robinson Lifestyle Centers, (ii) both Central Department Store and the Company operating in the same business vertical with issues on alignment of expansion plans in the past, (iii) both Tops Plaza and Robinson Lifestyle Center operating in the same business vertical with issues on alignment of expansion plans in the past; III. To create a more complete investment vehicle with a strong financial position which will be the Central Group’s retail flagship platform that is capable of expanding into any market through its various retail formats; IV. To allow the existing shareholders of the Company to partake in a company with retail business presence in various countries given Central Retail Group’s exposure in Vietnam which is one of the fastest growing region with 7.5% GDP CAGR over the last 5 years coupled with tits growing market share in Italy department stores from 36.0% in 2014 to 48.1% in 2018, with revenue contribution of 14.1% and 8.7% of the total sales for the year ended December 31. 2018 from Vietnam and Italy, respectively; and V. To provide higher diversification of earnings for the current shareholders of the Company where earnings are concentrated through two sources, i.e. department stores and retail plazas, compared to Central Retail Group’s multi-category and multi-format operations through department stores, specialty stores, hypermarkets, supermarkets and convenience stores amongst many others, and Central

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Retail’s total revenue CAGR of 8.1% for the past two years is higher than the Company’s total revenue CAGR of 2.3% for the same period.

2.2. Restructuring Plan of Central Retail Central Retail will make the Conditional Exchange Offer to acquire all outstanding shares in the Company by doing a share swap of the Company’s shares with the Shares Consideration where consideration will be made with no cash alternative, and the Company will delist the Company’s shares from the SET. In this regard, the Company’s shareholders who accept the Conditional Exchange Offer will become shareholders of Central Retail instead and will be able to trade the Shares Consideration on the SET after the IPO is completed and the shareholders who accept the Conditional Exchange Offer will be allocated the Shares Consideration from Central Retail with no cash alternative. In implementing the Restructuring Plan of Central Retail, Central Retail requested for certain waivers for the tender offer rules with the Takeover Panel (the “Takeover Panel”) and was granted such waivers from the Takeover Panel on July 17, 2019 as summarized in Clause 2.5. Waivers for the Tender Offer Rules from the SEC. The Company’s shareholding structures before and after completion of the Restructuring Plan of Central Retail (on the assumption that all other shareholders accept the Conditional Exchange Offer) are as follows:

Before the Restructuring Plan of Central Retail After the Restructuring Plan of Central Retail

Central Retail’s shareholders Central Retail’s shareholders The Company’s shareholders **Central Retail Central Retail The Company’s *58.83% shareholders *100%

46.17%

**The Company The Company

Remark: *Holding 27.75% directly and holding 26.08% indirectly through CRG Service Co., Ltd., Central Retail’s subsidiary. ** As a listed company

2.3. The steps under the Restructuring Plan of Central Retail The shareholders’ meeting of the Company will receive information on the Restructuring Plan and consider to approve the Delisting, which requires the votes of not less than three-fourths of the total issued shares of the Company where the shares held by the shareholders who object to the Delisting must not exceed 10 percent of the total issued shares of the Company. In connection with the Conditional Exchange Offer,

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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, where such Company Shares Price was derived from various methods determined by Central Retail, 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 the Shares Consideration as 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 be calculated from the Company Shares Price divided by the final IPO price of the shares in Central Retail to be derived from the book-building process later on. 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 connection with the Restructuring Plan of Central Retail and the IPO, Central Retail will propose that its shareholders’ meeting approve, among others, the Restructuring Plan of Central Retail, the increase of its registered capital, and the allocation of its newly issued ordinary shares. If the shareholders’ meetings of Central Retail has approved the foregoing transactions and the shareholders’ meetings of the Company has approve the Delisting of the Company’s shares from the SET, Central Retail will proceed to submit an application for approval of an offer for sale of its newly issued ordinary shares (the “IPO Application”) together with the registration statement (Form 69-1) to the SEC Office, and once the SEC Office approves the IPO Application, Central Retail will start the Conditional Exchange Offer process, which will remain open for not less than 25 business days (in addition, the Conditional Exchange Offer for delisting the Company’s shares from the SET requires the offer period for 45 business days otherwise approved by the SET to reduce the offer period) and will take place concurrently with and be conditional upon the IPO. Moreover, Central Retail will submit an application for the Delisting to the SET and, once the Conditional Exchange Offer and Central Retail’s initial public offering are completed, Central Retail will submit an application to the SET to preliminary approve the listing of its shares on the SET and approve the Delisting of the Company’s shares from the SET.

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The preliminary IPO Shares Price range will be set out when Central Retail’s prospectus is declared effective and will be updated to be narrower after the end of the IPO Marketing Period. 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 Company Shares Price and the preliminary swap ratio and they will know the final IPO Shares Price and the final swap ratio at the end of the book-building process. In this regard, the offer period of the Company will start within 10 business days after the prospectus is declared effective and the adjustment of the IPO Shares Price range will take place following the commencement of the Conditional Tender Offer and the IPO Marketing Period, as detailed below.

At least 25 business days and Within 165 days Within 10 business day Next business day (Approximately) not more than 45 business days

Central Retail’s The SEC Office’s Beginning of the Updated IPO Closing of Final IPO submission of approval of the IPO Conditional Shares Price the Shares Price the IPO Application and Exchange Offer Range Conditional Application prospectus / Preliminary IPO Exchange becoming effective Shares Price Offer

Central Retail’s IPO will conclude after the end of the Conditional Exchange Offer period. After the Conditional Exchange Offer and the IPO subscription period, Central Retail will register its paid-up capital as a result of issuing the newly issued ordinary shares allocated for the Conditional Exchange Offer and the IPO with the Ministry of Commerce at the same time. Once such registration is completed and the SET preliminary approves the listing of Central Retail’s shares on the SET and approve the Delisting of the Company’s shares from the SET, the Company’s shareholders who accept the Conditional Exchange Offer and the IPO subscribers will be able to trade the shares in Central Retail on the SET at the same time. The tentative timeline for the Restructuring Plan of Central Retail is as set out below under Clause 2.7. Expected Timetable and Tender Offering’s Conditions of Central Retail with details as follows: I. The shareholders’ meeting of the Company approves the Delisting with the votes of not less than three-fourths of the total issued shares of the Company where the shares held by the shareholders of the Company who object to the Delisting must not exceed 10 percent of the total issued shares of the Company. II. The shareholders’ meeting of Central Retail approves, among others, the Restructuring Plan of Central Retail, the increase of its registered capital, and the allocation of its newly issued shares. III. Central Retail submits the IPO Application, the registration statement (Form 69-1), and the draft prospectus to the SEC Office where the SEC Office will notify the result of the IPO Application

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within 165 days from the date on which the SEC Office receives the completed IPO Application, the registration statement (Form 69-1), the draft prospectus, and all necessary supporting documents. IV. Once the SEC Office approves the IPO Application and the SET preliminary approves the listing of Central Retail’s shares on the SET and approve the Delisting of the Company’s shares from the SET, Central Retail will start the Conditional Exchange Offer process with conditions affecting implementation of the Restructuring Plan of Central Retail as specified in Clause 2.7 . In making the Conditional Exchange Offer above, Central Retail will not send or distribute documents in relation to the Conditional Exchange Offer into certain jurisdictions, which may cause Central Retail to violate the laws of such jurisdictions or impose additional obligations on Central Retail to comply with the laws of such jurisdictions other than the obligations under the relevant laws or regulations of Thailand. However, the Conditional Exchange Offer will contain an applicable disclaimer and will be published on the websites of the Company, the SEC Office, and the SET where investors may further study the Conditional Exchange Offer in detail. Subject to the foregoing restrictions and the procedure to be set out by Central Retail, Central Retail will accept to purchase shares from the shareholders of the Company who intend to sell their shares in Thailand in the Conditional Exchange Offer process. In addition, the shareholders who accept the Conditional Exchange Offer will be allocated the Shares Consideration from Central Retail.

2.4. Type and class of securities tendered and offer period Central Retail will propose to purchase shares from all shareholders of the Company held by other shareholders (46.17% of the total issued shares of the Company) at a price of THB 66.5 per share, where such Company Shares Price was derived from various methods determined by Central Retail, 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 the Shares Consideration as 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 be calculated from the Company Shares Price divided by the final IPO price of the shares in Central Retail to be derived from the book-building process later on. 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. The offer period is a period of not less than 25 business days and not more than 45 business days (in addition, the Conditional Exchange Offer for delisting the Company’s shares from the SET requires the

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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 offer period for 45 business days otherwise approved by the SET to reduce the offer period), which will be the final offer period when it is declared. In this regard, Central Retail will further request for a waiver for such offer period from the SET. In case there is any amendment to the offer period, Central Retail must arrange for the offer period after such amendment to be at least 10 business days where the total offer period must not be less than 25 business days and not more than 45 business days with details as follows:

No. Details1/ No. of shares % 1 Number of issued and paid-up shares of ROBINS 1,110,661,133 100.00 2 Central Retail Corporation Limited 308,162,660 27.75 3 C.r.g. Service Company Limited 289,645,488 26.08 4 (4) = (1)-(2)-(3) Number of shares to be purchased 512,852,985 46.17 Remark: 1/ Shareholders’ detail as of March 11, 2019 (as disclosed in the SET’s website)

Central Retail will announce final offer and final day including changes in the Conditional Exchange Offer after IPO Shares Price is set out where the offer period of the Company will start within 10 business days according to a waiver granted by the Takeover Panel of the SEC

2.5. Waivers for the Tender Offer Rules from the SEC According to the Notification of the Capital Market Supervisory Board No. TorJor. 12/2554 Re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers in the Delisting of the Company from the SET, it is required that Central Retail act as stated in the notification. However, Central Retail was granted such waivers from the Takeover Panel with details as follows:

I. A waiver was granted so that the rules on tender offer price for delisting of securities are disapplied, but on condition that: a) Central Retail must arrange for the Company to disclose details on the Restructuring Plan as well as information of Central Retail in the notice of the shareholders’ meeting of the Company where Central Retail must provide all required information to the Company; and b) Central Retail must arrange for the Company to follow the guidelines on delivery of documents and disclosure of information on the Restructuring Plan in the notice of the shareholders’ meeting as specified in the Notification of the Capital Market Supervisory Board No. Tor Jor. 34/2552 Re: Criteria for Offering for Sale of Newly Issued Securities with a Tender Offer for the Existing Securities of Listed Companies for Restructuring of Shareholding and Management (as amended) with respect to the delivery of documents and disclosure of information in the notice of the shareholders’ meeting of the Company as well as arranging for the Company to have an independent financial advisor to provide an opinion on the Delisting of shares from the SET and the Restructuring Plan as well as the appropriateness of the offering price in the notice of the shareholders’ meeting and Discover Management Co., Ltd. Page 15/68

to attend the shareholders’ meeting of the Company to provide explanations and information to the shareholders. II. A waiver was granted so that the Conditional Exchange Offer for all securities in the Company can be made with no cash alternative. III. A waiver was granted so that the consideration for the offer in the form of newly issued shares of Central Retail does not require an appraisal. IV. A waiver was granted so that tender offer documents and tender offer forms are not required to be sent to the shareholders of the Company in certain jurisdictions that will result in a violation of the laws of such jurisdictions or an imposition of a duty on Central Retail under such laws. V. A waiver was granted so that the offer period after the final day announcement will be reduced from not less than 15 business days to not less than ten business days. VI. A waiver was granted so that the Conditional Exchange Offer may be cancelled on multiple grounds, but on condition that the conditions on the grounds for canceling the Conditional Exchange Offer in case of (1) the unsuccessful completion of the public offering of shares or (2) Central Retail’s lack of qualifications for the SET’s preliminary approval as a listed company must be caused by an external factor that is beyond Central Retail’s control. VII. A waiver was granted so that the Conditional Exchange Offer may be cancelled after the end of the offer period if the offering of the IPO shares is unsuccessful, but on condition that Central Retail must arrange for the Company to set out the successful completion of the IPO as a condition for the Delisting, disclose such condition as well as the grounds for cancelling the Conditional Exchange Offer in the notice of the shareholders’ meeting. Moreover, if the Conditional Tender Offer is cancelled, Central Retail must restore the Company’s shareholders to their original conditions.

Since Central Retail was granted waivers in No. 1, 2 and 3, for this Delisting, Central Retail does not required to 1) have cash alternative in the Conditional Exchange Offer, 2) to appraised consideration for the offer in the form of newly issued shares by an appraisal and 3) use tender offer price stated in the rules on tender offer price for Delisting of securities as follows:

No. Calculation 1 The highest price at which the Offeror or persons under Section 258 of the Offeror has acquired the ordinary shares or the preferred shares during a 90-day period before the date on which the tender offer document is submitted to the SEC 2 The weighted average market price of the shares during 5 business days before the date on which the Company’s board of directors grants approval for submission of the delisting of shares for the shareholders’ meeting’s consideration 3 The Company’s net asset value calculated based on the book value that has been adjusted to reflect the latest market value of the Company’s assets and liabilities 4 The fair value of the Company as appraised by independent financial advisor

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This waivers for the tender offer rule granted to Central Retail will be effective at the date Central Retail submits the Tender Offer to purchase the securities of the Company (247-4 Form) which has not yet been done.

2.6. Conditions for cancellation of the Conditional Exchange Offer Central Retail may cancel the Conditional Exchange Offer upon the occurrence of any of the following events: I. Any event occurring after the submission of the Conditional Exchange Offer to the SEC Office but before the end of the offer period that has or may have a material adverse effect on the Company’s status or assets where such event is not as a result of Central Retail’s action or any action for which Central Retail is responsible. II. Any event that causes the application for the Delisting to terminate. III. Incompletion of the IPO, including, but not limited to, the relevant underwriting agreements and the international purchase agreements have not been entered into between Central Retail and the underwriters or the initial purchasers, as applicable. IV. and the occurrence of any of the events as specified in the relevant underwriting agreements and the international purchase agreements which may cause the underwriters or the initial purchasers to exercise their rights to cancel the IPO under such agreements. V. Central Retail’s lack of any required qualification or failure to comply with the SET’s conditions for its preliminary approval to list its shares on the SET, resulted from actions or incidents which are beyond Central Retail’s control. As in accordance with waivers granted by the Takeover Panel of the SEC.

2.7. Expected timetable and tender offering’s conditions of Central Retail The expected timetable under the Restructuring Plan of Central Retail is as follows: Descriptions Related persons Conditions (Dates) ROBINS Central Retail Board of directors’ meeting of Central Retail to approve the Restructuring - July 25, 2019

Plan of Central Retail Board of directors’ meeting of the Company to approve the Delisting - July 26, 2019

Extraordinary general meeting of shareholders of Central Retail to approve - August 29, 2019 the Restructuring Plan of Central Retail Presentation on the Delisting by an independent financial advisor and the - September 5, 2019

Company and the extraordinary general meetings of shareholders of the Company to approve the Delisting Central Retail to submit the IPO Application for the offering of its newly - As soon as practicable following issued ordinary shares as consideration for the Conditional Exchange shareholder approval at the

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Descriptions Related persons Conditions (Dates) ROBINS Central Retail Offer and for the IPO to the SEC Office and the application for listing extraordinary general meeting of securities to the SET shareholders of Central Retail Application for the Delisting to be submitted to the SET (Form F 10-7) - Before the SEC Office approves the

IPO Application The SEC Office to approve the IPO Application and declare the prospectus - Within 165 days from the receipt of the of Central Retail effective IPO Application (if the SEC Office has no further issues) Central Retail to start the Conditional Exchange Offer (the offer period will - Within 10 business days after Central last for at least 25 business days) Retail’s prospectus is declared effective The Delisting and the listing of Central Retail’s shares on the SET to be As soon as practicable, but no later completed than 2 weeks after the end of the tender offer period Remark: The above expected timetable may be subject to change.

Conditions affecting implementation of the Restructuring Plan of Central Retail No. Descriptions Related persons Conditions ROBINS Central SEC SET Retail 1. The shareholders’ meeting of Central Retail - approves with votes of not less than

approves the Restructuring Plan of Central Retail three-fourths of the total issued shares. 2. The shareholders’ meeting of Central Retail - approves with votes of not less than

approves the issuance and allocation of Central three-fourths of the total issued Retail’s newly issued ordinary shares to the shares. shareholders of the Company as consideration for the Conditional Exchange Offer and the IPO. 3. Th e shareholders’ meeting of the Company Approves with votes of not less than

approves the Delisting three-fourths of the total issued shares of the Company where the shares held by the shareholders of the Company who object to the Delisting must not exceed 10 percent of the total issued shares of the Company. 4. The SEC Office approves the IPO Application for

the offering of Central Retail’s newly issued ordinary shares as consideration for the Conditional Exchange Offer and the IPO. 5. Central Retail is able to successfully complete the

Conditional Exchange Offer and the IPO.

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No. Descriptions Related persons Conditions ROBINS Central SEC SET Retail 6. The SET approves the listing of Central Retail’s

newly issued ordinary shares and existing shares on the SET. 7. The SET approves the Delisting.

Remark: In the case that any of the conditions above or any other conditions causes the IPO to be incomplete (some conditions may occur after the Conditional Exchange Offer period), or Central Retail cancels the Conditional Exchange Offer, or Central Retail does not issue the Shares Consideration, resulting in the unsuccessful implementation of the Delisting, the Company’s shares will remain listed on the SET and the Company’s shareholders will be able to continue trading the Company’s shares on the SET.

2.8. Impacts from the Restructuring Plan of Central Retail on the Company Under the Restructuring Plan of Central Retail, the Company, a subsidiary of Central Retail, will submit an application for the Delisting of shares to the SET and the impacts on the Company from such Restructuring Plan can be summarized as follows:

2.8.1. Impact on the Company’s financial position and operating results The Company’s financial condition and operating results will not be affected whether the implementation of the Restructuring Plan of Central Retail is successful or not since Central Retail does not plan to sell or transfer any business of the Company or the Company’s subsidiaries. However, the Central Retail Group will have more control on the business plan and direction of the Company as Central Retail’s direct and indirect shareholdings in the Company could increase to more than 53.83 percent.

2.8.2. Accounting and tax impact from the Restructuring Plan of Central Retail I. In case that the Restructuring Plan of Central Retail is successful: there will be no significant accounting or tax impact on the Company since the Restructuring Plan is a transaction between Central Retail and the Company’s shareholders. II. In case that the Restructuring Plan is not successful: the Company will not have any accounting or tax impact.

2.9. Impacts from the Restructuring Plan of Central Retail on the Company’s shareholders

2.9.1. Impact on the Company’s shareholders in the case that the Restructuring Plan of Central Retail is successful I. Impact on the Company’s shareholders who accept to sell their shares in the Conditional Exchange Offer: a) The Company’s shareholders who accept to sell their shares in the Conditional Exchange Offer will be allocated the Shares Consideration from Central Retail and Discover Management Co., Ltd. Page 19/68

will become the shareholders of Central Retail, a leading retailer in Thailand whose retail banners and business are more diversified and present more growth components. Central Retail is a multi-format and multi-channel retailer whose business includes department stores, specialty stores, retail plazas, hypermarkets, supermarkets, and DIY stores in Thailand as well as operations in Vietnam and Italy, which will help increase the opportunities for shareholders to receive their return from investment and is better in terms of risk diversification. Moreover, the size of Central Retail’s business, the fact that Central Retail has laid the foundation for providing services through its omni-channel platforms for an extensive period, and its operational strategy to develop its omni-channel continuously will help increase Central Retail’s competitive edge, allowing it to deal with changes in the retail industry in the future. On the other hand, the Company’s business is less diversified and is mainly focused on the department store operations in Thailand. In addition, the Company’s shareholders who accept to sell their shares in the Conditional Exchange Offer and the subscribers who are allocated the IPO shares will be able to trade such shares on the SET at the same time and will continue to have liquidity and be able to trade Central Retail’s shares on the SET. II. Impact on the Company’s shareholders who refuse to sell their shares in the Conditional Exchange Offer: If the shareholders’ meeting of the Company resolves to approve the Delisting and the SET approve the application for Delisting of securities, the Company will become a non-listed company. The Company’s shareholders who refuse to sell their shares in the Conditional Exchange Offer will remain shareholders of the Company and they will still have the rights to receive dividends and vote at the shareholders’ meetings of the Company. However, the shareholders who refuse to sell their shares in the Conditional Exchange Offer will be affected by the Company’s being a non-listed company as follows: a) The Company’s shares will no longer be liquid as there will be no secondary market for such shares and there will be no market trading price for the Company’s shares. b) In the case that Central Retail is entitled to vote with more than 75 percent of the total shares with voting rights of the Company, any significant resolution can be passed solely with Central Retail’s votes. Therefore, other shareholders will not be able to block the votes of Central Retail at the shareholders’ meeting of the Company. Moreover, in the case that Central Retail is entitled to vote with more than 90 percent of the total shares with voting rights of the Company, Central Retail will be exempted from complying with the rules on connected transactions. Therefore, if there is any connected transaction between Central Retail and the Company, such

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transaction will no longer need to be justified in terms of reasonableness of the transaction as a transaction to be entered into with a connected person. c) The shareholders will receive less information on the Company’s transactions as the Company will not be subject to the rules governing listed companies of the SET and the SEC Office. However, the Company’s shareholders will have access to news or information of the Company indirectly through Central Retail’s disclosure pursuant to relevant rules and directly through the Company’s disclosure pursuant to the Public Limited Companies Act B.E. 2535 (1992) (as amended), e.g. information that must be disclosed for the shareholders’ meeting of the Company and the Company’s annual reports. d) Their return on investment will be changed and capital gains from trading of the Company’s shares will be limited as there is no secondary market for such shares. In this regard, the returns on investment that the Company’s shareholders will receive will mainly be dividends from the Company. e) Individual shareholders will not be exempted from capital gains tax levied on profits from sales of securities as the Company’s shares cannot be traded on the SET. Moreover, any transfer of shares by any individual or juristic shareholders will not be exempted from the stamp duty of 0.1 percent of the paid-up share price or the price stated on the share transfer instruments, whichever is higher. f) The Company’s shareholders will not receive returns from Central Retail, which is a larger retailer with operations in Thailand and aboard. g) The shareholders of the Company can still sell their shares on the SET until the Delisting is completed.

2.9.2. Impact on the Company’s shareholders in the case that the Restructuring Plan of Central Retail is unsuccessful In case that the Restructuring Plan is not successful, the Company’s shareholders will not have any impacts and Central Retail will restore the Company’s shareholders to its original status and condition.

2.10. Major shareholder’s policy Central Retail has undertaken the Restructuring by consolidating various retail presence to be under Central Retail in its preparation for the IPO. In this regard, HCDS, a major shareholder of Central Retail, has set out a policy on the conduct of future retail business and its board of directors has resolved to make Central Retail Group its flagship company, i.e. Central Retail Group will be given the first priority for the conduct of future retail business and HCDS’s policy is to refrain from investing in the retail business both in Thailand and abroad unless the board of directors of Central Retail has considered and viewed that Central Retail does not

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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 wish to invest or wishes to partially invest in such business opportunity. Further, Central Retail has set out certain rules and guidelines for holding meetings to consider any investment in the future retail business which has the same nature as and may be in competition with Central Retail’s business and in which HCDS wishes to invest, but Central Retail does not wish to invest (including partial investment in such business) in its charter of the board of directors, requiring that directors who do not have any conflict of interest in such matter must attend the meeting to consider not investing in such future business opportunity where they must also take certain factors into consideration, e.g. Central Retail’s liquidity, financial condition, and business plan, as well as whether such investment will be in line with Central Retail’s business plan at that moment. They must especially consider whether the investment is appropriate in terms of business, whether there will be any potential impact from HCDS’s potential investment in such business, which may create partial competition with Central Retail’s business, and the rights as well as the utmost benefit of Central Retail and all of its shareholders. Such resolution requires a majority vote of the directors present and entitled to vote. Moreover, when the board of directors of Central Retail has resolved not to invest in such business opportunity, HCDS will be able to consider whether to invest in such retail business opportunity in the future.

2.10.1. Major Shareholder’s Undertakings Future Retail Business If the board of directors of Central Retail has resolved not to invest or wished to partially invest in such business opportunity which has the same nature as and may be in competition with Central Retail’s business and HCDS has invested, whether directly or indirectly, in such business, HCDS has agreed to grant Central Retail the right to purchase such retail business having the same nature as Central Retail’s business from HCDS at a purchase price to be determined as follows: (1) at the cost of investment in such retail business plus interest at the averaged Minimum Loan Rate (MLR) of the top four commercial banks in Thailand per annum if the purchase occurs within 90 days after HCDS has invested in such business, or (2) at a price which the parties will agree in good faith if the purchase occurs after 90 days after HCDS has invested in such business. Moreover, if such investment is undertaken through a subsidiary of HCDS, HCDS agrees to cause its subsidiary to comply with such obligations. In this regard, such obligations of HCDS will exists as long as Central Retail is listed on the SET and HCDS and/or the directors, executives, or controlling persons of HCDS hold not less than 10 percent of the total voting shares in Central Retail in aggregate or HCDS has control over Central Retail. Existing Retail Business and JD Central Business Currently, HCDS currently operates certain retail businesses and owns certain assets relating to the retail business by holding shares in and/or managing such businesses or assets both directly and indirectly, detailed as follows: I. Overseas premium department store businesses HCDS currently operates certain department store businesses overseas through its subsidiaries which own and operate KaDeWe, Oberpollinger, and Alsterhaus department stores in Germany, Illum department

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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 store in Denmark, and Central Indonesia department store in Indonesia. In this regard, Central Retail has not included such department store businesses under Central Retail as such businesses have certain limitations in terms of contractual obligations and/or results of operations. Moreover, since the customer base of such department stores is geographically located in their regions and Central Retail currently does not operate any department store in such regions, there is no competition with HCDS. However, HCDS has agreed to enter into an agreement to grant the right to purchase such department store businesses to Central Retail Group, whether in whole or in part, at the price and on the conditions the parties will agree in good faith and to grant the right to purchase such businesses before other buyers at the same price and on the same conditions offered to other buyers if HCDS or its subsidiaries wish to sell such businesses, whether in whole or in part. Furthermore, with respect to the right to invest in department store businesses overseas in relation to which the subsidiaries of HCDS are subject to obligations under the relevant joint venture agreements entered into before the Restructuring Plan, the exercise of such right will be subject to the consent of and the conditions given to the foreign partners under such existing joint venture agreements. This agreement will remain in effect as long as Central Retail is listed on the SET and Central Department Store Company Limited still operates the department store business and HCDS and/or the directors, executives, or controlling person of HCDS hold not less than 10 percent of the total voting shares in Central Retail in aggregate or HCDS has control over Central Retail. II. JD Central business As for the JD Central business, HCDS has jointly set up a joint venture company with an online retailer from China (“JD.com”) where it holds 50 percent of the shares in Central JD Commerce Co., Ltd., the joint venture company, which is geared to be an online marketplace business in Thailand under the name JD Central. Given that the nature of the business of JD Central, which is an online marketplace, is different from Central Retail’s omni-channel, and that the operation of such company is mostly undertaken by JD.com. Moreover, JD.com has certain limitations in terms of its results of operations. In this regard, HCDS has granted the right to Central Retail Group to purchase JD Central before other buyers in the case that HCDS wishes to sell such business to other buyers at the same price and on the same conditions. Nevertheless, the exercise of such right is subject to the consent of and the conditions given to JD.com under the existing joint venture agreement. III. Small retail business in Vietnam After the Restructuring Plan, HCDS will still hold shares in a very small retail business in Vietnam. However, such business is in the process of reducing its trading activities and is terminating its operations.

2.10.2. Licensing of “Central” Trademarks, Service Marks and Tradenames Central Retail uses the “Central” trademarks and service marks (“Trademarks”) and tradename in its retail business operation under certain licensing agreements. Currently, the “Central” Trademarks and tradename in Thailand are owned by HCDS whereas the “Central” Trademarks in certain foreign countries are owned by Central Retail International Ltd. (“CRI”), a subsidiary of HCDS. Discover Management Co., Ltd. Page 23/68

In this regard, given certain legal restrictions, the initial term of such licensing agreements is limited to ten years where HCDS or CRI cannot terminate the agreements during the first ten-year term without cause. Once such ten-year term expires, the agreements will be automatically renewed, provided that (1) Central Retail is listed on the SET and (2) HCDS and/or the directors, executives or controlling person of HCDS holds not less than 10 percent of total voting shares in Central Retail in aggregate or HCDS has control over Central Retail. After the expiry of the first ten-year term, HCDS or CRI may terminate such agreements in accordance with the conditions under the licensing agreements. In this regard, HCDS or CRI must give written notice to Central Retail at least three years in advance in the following cases: (1) Central Retail is not listed on the SET, (2) HCDS and/or the directors, executives or controlling persons of HCDS holds less than 10 percent of the total voting shares in Central Retail in aggregate and HCDS loses control over Central Retail, or (3) Central Retail Group stops using, ceases to use, or does not use the Trademarks and tradename licensed under this licensing agreements consecutively for more than one year.

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3. Risk factors of the Restructuring Plan of Central Retail Under the Restructuring Plan of Central Retail, Central Retail will propose to purchase shares from all shareholders of the Company by issuing new ordinary shares for the Conditional Exchange Offer. The Company’s shareholders who accept the Conditional Exchange Offer will become Central Retail’s shareholders resulted in more risk exposures from the business operation of Central Retail. Central Retail Group is the leading multi-format, multi-category retailing platform in Thailand. It is also growing internationally, securing leadership status in Italy and becoming one of the leaders in Vietnam. Its business is organized into three operating segments namely fashion, focused on apparel and accessories; hardline, focused on electronics and home improvement; and food, focused on groceries and items typically found in convenience stores. Besides risks from Central Retail’s business operation, there are also risks related to the Restructuring Plan of Central Retail which can be summarized as follows:

3.1. Risk from operating in a highly competitive retail industry Central Retail is in retail industry which the Company’s shareholders will face higher risk from this highly competitive market. Although Central Retail is one of Thailand’s largest retailers, Central Retail have numerous and variety existing and potential competitors both physical and online retailers who operate department stores, variety stores and specialty stores, supermarkets, hypermarkets, home-improvement stores, specialty electronics stores and convenience stores, digital retailers, catalog businesses and online marketplaces. In addition, many consumers continue to migrate online and Central Retail therefore actively compete in the online retailing market, an area in which Central Retail are less experienced than offline retailing and which is characterized by disruptive new technologies and innovative new entrants both domestic and international. Potential competitors also include players who are not traditionally involved in the retail industry, including “platform” companies distinguished by large user bases, such as social networks or mobile payment companies However, Central Retail believes that the principal areas in which Central Retail compete with its competitors are brand and merchandise offerings, shopping experience (including in-store, online and omni- channel offerings), name recognition and its understanding of fashion, trends and retail industry dynamics, and Central Retail seek to distinguish it selves by continuously delivering superior customer experiences.

3.2. Risk from depending on ability to anticipate, identify and respond to constantly changing customer tastes and preferences Central Retail’s success depends on its ability to identify and respond to constantly changing customer tastes and preferences which Central Retail cannot assure that Central Retail will be able to accurately anticipate, identify and respond quickly to changes in trends. This is particularly true for fashion and technology trends, which change rapidly, and make it difficult to accurately predict sales or to promptly deliver suitable merchandise. Rapid changes in fashion trends and consumer tastes and preferences have made it more difficult to reliably predict sales demand, particularly where the differences with those of Thailand are significant.

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3.3. Risk from ability to effectively manage inventory levels The retail business of Central Retail is larger than ROBINS’s therefore maintaining appropriate levels of merchandise in inventory to operate the business successfully is crucial. If Central Retail over-forecast sales volumes, Central Retail may be left with a substantial amount of unsold merchandise and have to rely on promotions to dispose of the unsold inventory and may incur additional storage and logistics costs in the course of stocking its unsold inventory. If Central Retail under-forecast sales volumes or the time it will take to obtain new inventory, Central Retail may not have an adequate supply of merchandise to meet customer demand, which will result in missed sales, erode customers’ confidence in their ability to buy what they want from Central Retail’s stores, and could cause damage to its overall sales volumes.

3.4. Risk from exchange rate fluctuations which may negatively impact Central Retail’s financial results Since the Company’s business mainly engages in development and management of shopping centers, the Company faces less risk exposure from exchange rate compared to Central Retail which is mainly engages in retail business. As a result, after becoming Central Retail’s shareholders, risk from exchange rate fluctuations will be higher.

3.5. Risk from lack of Central Retail’s latest information until Central Retail submitting IPO filing the SEC On the date of the Delisting’s approval, the Company’s shareholders can consider Central Retail’s information only from information memorandum sending to the shareholders. This information is not Central Retail’s recent information since Central Retail has not yet submit IPO filling to the SEC. As a result, the Company’s shareholders will have to make decisions based on the information received at that time. However, Central Retail’s IPO filing will be submitted to the SEC and the prospectus will be disseminated to the public on the dates before the end of the tender offer period therefore the shareholders may use this information to support their decisions whether to accept or reject the tender offer.

3.6. Risk from below-targeted returns on investments Future operating results of Central Retail are subject to certain uncontrollable external factors, such as economic conditions, business cyclicality, demand for products which varies by region, product supplies which are determined by overall production capacities worldwide, and the global trade liberalization. These factors may pose impacts on the operations of Central Retail, resulting in the lower than expected returns on investments.

3.7. Risk from Central Retail’s failure to achieve the Restructuring Plan The achievement of the implementation of the Restructuring Plan of Central Retail hinges on the completion of the fulfillment of the conditions precedent and conditions in case of cancellation of the tender offer as indicated in the Restructuring Plan of Central Retail. Condition precedent involves getting of approvals from relevant parties as below:

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I. The Restructuring Plan of Central Retail has been approved by the shareholders’ meeting of both Central Retail and the Company II. The Delisting of the Company’s shares has been approved by the shareholders’ meeting with the resolution passed. III. SEC has approved the offering of Central Retail’s shares as a consideration for the Company’s shares issuable to those shareholders accepting the Conditional Exchange Offer made by Central Retail and the IPO.

Even if the Restructuring Plan of Central Retail comes out unsuccessful in any cases, ROBINS will still maintain its listed company status. However, the Company may have responsibility to request a cancellation approval of the shareholders’ meeting resolution to delist the Company’s shares from the SET.

3.8. Risk from fraction of shares from the allocation of the Shares Consideration in exchanging for the Company’s shares Since there will not be compensation on fraction of shares rounded down from the allocation of the Shares Consideration (currently, there is no details in fraction rounding down method), the Company’s shareholders will be affected in case of having share fractions by gaining no compensation and receiving less number of shares. Moreover, the shareholders may not be able to trade on the main board if the shareholders receive Central Retail’s shares lower than minimum lot size (Board Lot), the SET has determined each board lot represent 100 shares. These shareholder may have to trade in secondary board with lower liquidity and discounted trading price besides trading in odd lot board.

3.9. Risk from reduced offer price in case the Company pays dividends before payment of the consideration for the Conditional Exchange Offer 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. Nonetheless, for minor shareholders considered as individual, net cash received from dividends might be lower than net cash received from share swap because dividend income subjects to 10% withholding tax whereas gain from share selling on the SET are exempt from tax. Nonetheless, the Company’s shareholders should consider and study additional information, impacts and risks from Central Retail’s prospectus after the SEC approves the offering of Central Retail’s shares and its prospectus becomes effective for the benefits of shareholders before deciding to accept the Conditional Exchange Offer.

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4. Opinion of IFA on the Delisting of shares from the SET as part of the Restructuring Plan of Central Retail

4.1. Reasonableness of the Delisting of shares from the SET The Delisting of the Company’s shares from the SET is voluntary as a part of the Restructuring Plan of Central Retail, a major shareholder of the Company. This Restructuring Plan conditionally correlates with the Delisting of shares from the SET as well as with the reasonableness of share swap ratio. Moreover, the Restructuring Plan of Central Retail will align interest of all shareholders in the same direction. In this regard, IFA is of an opinion that the Delisting of shares as part of Restructuring Plan of Central Retail is reasonably appropriate as follows:

4.1.1. The book building process for final IPO Shares Price of Central Retail used in share swap ratio is appropriate and fair After the shareholder’s meeting of the Company approves the Delisting, Central Retail will make the Conditional Exchange Offer to acquire all outstanding shares in the Company by doing a share swap of the Company’s shares with the Shares Consideration where consideration will be made with no cash alternative, and the Company will delist the Company’s shares from the SET. In this regard, the Company’s shareholders who accept the Conditional Exchange Offer will become shareholders of Central Retail instead and will be able to trade the Shares Consideration on the SET after the IPO is completed and the shareholders who accept the Conditional Exchange Offer will be allocated the Shares Consideration, which will be calculated from the Company Shares Price which is higher than the price calculated by IFA divided by the final IPO price of the shares in Central Retail to be derived from the book-building process, widely recognized as a fair market pricing method for the IPO, in the future.

4.1.2. The Restructuring Plan of Central Retail enhances the capability of the Business and avoids the potential conflict of interest According to the Restructuring Plan of Central Retail, if the plan is successful, Central Retail will consolidate its various retails under a single listed entity where Central Retail will become one of the leading retailers owning to the harmonious combination of its omni-channel platform, various retail store formats, and retail space rental which will align interest of all shareholders and reduce potential conflict of interest. As being a single listed entity, Central Retail can choose the best retail banners to address and respond to the market demand in each area resulting in being a strong financial position which will be the Central Group’s retail flagship platform that is capable of expanding into any market through its various retail formats.

4.1.3. The Restructuring Plan of Central Retail has major shareholder’s policy Besides aligning interest of all shareholders and reducing potential conflict of interest, the Restructuring Plan of Central Retail also includes major shareholder’s policy for preventing conflict of interest

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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 in which HCDS (a major shareholder of Central Retail) has set out a policy on the conduct of future retail business to reduce conflict of interests and enhance the benefits of all Central Retail’s shareholders.

4.1.4. The Restructuring Plan of Central Retail creates flexibility and optimizes benefit in management After the completion of the Restructuring Plan of Central Retail, Central Retail will hold 100% of ROBINS’s total issued shares (on the assumption that all other shareholders accept the Conditional Exchange Offer) and will be a single listed entity under internal management and business operation of Central Retail which will increase the flexibility and efficiency within Central Retail Group and optimize its resources and management. Central Retail will be able to change organization structure, management, financial and investment plans to be appropriate and efficient in a short period with reduced responsibilities and expenses related to information disclosure of related transactions between its listed companies.

4.1.5. Benefits of ROBINS’s shareholders will not be inferior to the existing status After the completion of the Restructuring Plan of Central Retail, the Company’s shareholders who accept the Conditional Exchange Offer will become Central Retail’s shareholders and will earn the same benefits of being a shareholder of listed company which are 1) There will be secondary market for securities trading and the shares continue to be liquid as it can be traded in the secondary market 2) Return from securities trading will be in form of capital gain 3) Tax privilege from investment in listed company will be earned. In case of individual investors, should there be any trading of shares of listed company, they will be exempted from capital gain tax. If individual or juristic persons wish to transfer securities, they will be exempted from duty stamp on securities transfer and 4) Information on Central Retail will be provided in accordance with the regulations regarding information disclosure of related governing entities and information of ROBINS will be indirectly provided as a subsidiary of Central Retail. Nonetheless, benefits from dividend payment are subject to changes depending on the dividend policy of Central Retail.

4.1.6. ROBINS’s shareholder will not have any Impacts in the case that the Restructuring Plan of Central Retail is unsuccessful In case that the Restructuring Plan of Central Retail is unsuccessful or cancellation of the Conditional Exchange Offer from any grounds occurs, ROBINS will still be listed on the SET and Central Retail will restore the Company’s shareholders to its original status and condition. In addition, Central Retail will conduct the tender offer of the Company’s shares in order to delist the shares from the SET which is expected to start within 10 business days after Central Retail’s prospectus is declared effective.

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4.2. Impacts on the Company and future business policy after the Restructuring Plan of Central Retail After the Delisting of the Company’s shares, the Company will continue to operate in the its business as a subsidiary of Central Retail in the future. At the present, Central Retail and related companies are major shareholders who can direct the Company (Central Retail is directly and indirectly holding 58.83% of the Company). As a result, after the completion of the Restructuring Plan of Central Retail, the Company’s policy and operation will not be affected. In addition, the Delisting of the Company’s shares will constrain the Company from enjoying the benefits as a listed entity such as:

4.2.1. Impact on tax benefit The Company will lose dividend tax benefits as a listed company which is tax exempt if the taxpayer is a listed company and has held the related shares or investment units for 3 or more months before and after the date of dividend payment. However, after the Delisting, the Company still gain tax exempt if the taxpayer is a juristic entity holding 25% or more of the voteable shares of the firm issuing dividends and the taxpayer must have held the related shares or investment units for 3 or more months before and after the date of dividend payment.

4.2.2. Impact on the Company’s ability to mobilize funds through the SET After the delisting, the Company will have a narrowed funding source as it will not be able to mobilize funds through the SET. Despite this, the Company, as a Central Retail’s subsidiary, can still rely on Central Retail for its funding requirement since Central Retail is able to raise fund via the stock market.

4.3. Impacts on the Company’s shareholders who continue holding the Company’s shares after the Delisting:

4.3.1. Lack of trading liquidity After the delisting, the Company’s shares will no longer be traded on the SET or any other secondary market that is broadly acceptable, hence a lack of market price to be used as a benchmark for the share trading and a lack of trading liquidity for the shares.

4.3.2. Limited form of return on investment The impact from an absence of a secondary market and lack of trading liquidity will limit the chance of the shareholders receiving return in the form of capital gain. Usually the shareholders would receive dividend in each year. However, after the Delisting, Central Retail as a major shareholder with absolute control over the Company (in the case that the Restructuring Plan has been completed and owns more than 75% of the total issued shares of the Company), will change dividend payment policy by keeping earnings instead of paying out and the minority shareholders will not receive any dividend unless changes occur.

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4.3.3. Impact on tax benefit The shareholders who are individual persons will no longer be exempted from the capital gain tax. Moreover, in case Thailand Securities Depository Co., Ltd. will not act as registrar for the Company’s shares, the transferees, both individual and juristic, of the Company’s shares will not be exempted from the stamp duty of 0.1 percent of the amount paid for the shares transferred or the face value, whichever is higher.

4.3.4. Limited access to the Company’s information Although the Company would remain a public company, minority shareholders would have less access to the Company’s news. After the shares are delisted, the shareholders will have less access to news and information in relation the Company as the Company will no longer has obligation to provide information as required for a listed company under the relevant rules, notifications, regulations, and laws, including the Regulation of the SET re: Rules, Conditions, and Procedures Governing the Disclosure of Information and Other Acts of a Listed Company. Moreover, if after the delisting tender offer there are other shareholders who are not the Offeror, the persons acting in concert with the Offeror and the persons under Section 258, and whose aggregate shareholding does not exceed 5 percent of total issued shares of the Company, the Company will no longer have obligation to (1) prepare and submit its financial statement and report financial position and operating performance to the SEC pursuant to the SEC Notification No. TorChor. 44/2556 Re: Rules, Conditions and Procedures for Disclosure regarding Financial and Non-financial Information of Securities Issuers and; (2) the Company’s management and auditor will no longer have duty to prepare and disclose their securities holding report pursuant to the SEC Notification No. SorChor. 12/2552 Re: Preparation and Disclosure of Reports on Securities Holding of Directors, Executives and Auditors. As a result, minority shareholders would be dependent upon disclosure of information at the shareholders’ meeting and annual report that must be submitted to the shareholders on a yearly basis are required by Public Limited Companies Act B.E. 2535 (as amended). However, the minority shareholders can request from the Ministry of Commerce a copy of important documents of the Company such as certificate of incorporation, list of shareholders, and yearly financial statements.

4.3.5. Impact on checks and balances against major shareholder In case that the Restructuring Plan of Central Retail is successful and Central Retail owns more than 75% of the total issued shares of the Company, Central Retail will control and is able to make decisions in significant matters as the minority shareholders are unable to collect sufficient votes to ensure checks and balances against the matters proposed by Central Retail. In addition, Central Retail will make a general offer to purchase all shares from the shareholders in the Delisting. If the proportion being held by Central Retail exceeds 95 percent of total issued shares, the Company will no longer be required by the SEC to disclose the Company’s financial position and operating performance to other shareholders.

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4.4. Impacts on the Company’s shareholders who accept to sell the Company’s shares after the Delisting:

4.4.1. Gaining benefits from holding Central Retail’s shares In case that the Restructuring Plan of Central Retail is successful and listed on the SET, shareholders who accept to sell the Company’s shares will be allocated the Shares Consideration from Central Retail and will become the shareholders of Central Retail, a leading retailer in Thailand whose retail banners and business are more diversified and present more growth components. Central Retail is a multi-format and multi-channel retailer whose business includes department stores, specialty stores, retail plazas, hypermarkets, supermarkets, and DIY stores in Thailand as well as operations in Vietnam and Italy, which will help increase the opportunities for shareholders to receive their return from investment and is better in terms of risk diversification. On the other hand, the Company’s business is less diversified and is mainly focused on the department store operations in Thailand. In addition, the Company’s shareholders who accept to sell their shares in the Conditional Exchange Offer and the subscribers who are allocated the IPO shares will be able to trade such shares on the SET at the same time and will continue to have liquidity and be able to trade Central Retail’s shares on the SET.

4.4.2. Opportunities to change Central Retail’s shares to cash at the first day trade on the SET The Company’s shareholders who accept to sell their shares in the Conditional Exchange Offer will be allocated the Shares Consideration from Central Retail and will become the shareholders of Central Retail. The allocated price will be the final IPO price of the shares in Central Retail derived from the book-building process in the same way as a normal IPO which will give opportunities to the Company’s shareholders to sell Central Retail’s share on the First Day Trade of Central Retail.

4.4.3. Impact on change in Central Retail’s share price The Company’s shareholders who accept to sell their shares in the Conditional Exchange Offer will be allocated the Shares Consideration from Central Retail and will become the shareholders of Central Retail. The allocated price will be the final IPO price of the shares in Central Retails derived from the book-building process. Therefore, after Central Retail listed on the SET, Central Retail’s shares can be traded on the SET and the Company’s shareholder would be impacted by changes in price of Central Retail’s shares. The factors affecting share price might be different from the factors facing by the Company since the size and transaction pattern are different.

4.4.4. Impact on decreased shareholding proportion and controlling interest Shareholding proportion and controlling interest will be reduced. Although Central Retail has not yet specified number of shares to be issued in an IPO, it is clear that Central Retail’s size and issued capital are higher than the Company. Therefore, after accepting to sell their shares, the Company’s shareholders will

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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 become Central Retail’s shareholders with a decreased shareholding proportion resulting in lower controlling interest compared to the previous shareholding proportion in the Company’s shares.

4.5. Delisting conditions

4.5.1. Approval from the Company’s shareholders’ meeting According to the SET’s Delisting regulation, the Company must obtain approval from the shareholders or their proxies (if any) attending the meeting and having the right to vote, with a required affirmative vote of at least three-fourths of the Company’s total issued shares and with no objection of more than 10% of its total issued shares. The Company must submit a report on the IFA’s opinion to the shareholders, opinion of the independent directors together and notice of the meeting at least 14 days prior to the date of shareholders’ meeting and conduct a presentation on the Delisting with IFA at least 7 days prior to the date of shareholders’ meeting which will be held on Thursday, September 5, 2019 at 13.30 at The Emerald Hotel 99/1 Rachadapisek Road, Din Daeng, Din Daeng, Bangkok The record date to determine rights to attend the EGM No.1/2019 is set to be August 13, 2019.

4.5.2. Approval from the SET for the Delisting After the shareholders’ meeting has approved the Delisting of its shares, the Company must file a Delisting application to the Board of Governors of the SET for consideration and approval. The SET will notify the Company of the result within 30 days of its receipt of complete documents from the Company.

4.5.3. Tender offer After the Company is granted the SET’s approval for the Delisting and all of the Conditions Precedents have been fulfilled, the SET Regulation Regarding the Delisting of Securities B.E. 2542 (and its amendments) enforcing the Company to do tender offer to all shareholders with a tender offer period not less than 25 business days and not more than 45 business days (in addition, the Conditional Exchange Offer for delisting the Company’s shares from the SET requires the offer period for 45 business days otherwise approved by the SET to reduce the offer period),. In this regard, the Company received a letter of intent from Central Retail (a major shareholder of the Company) dated July 26, 2019 proposing to purchase shares from all shareholders of the Company under Notification of Capital Market Supervisory Board TorChor. 12/2554 Re. Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers at the price of THB 66.50 per share.

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5. Independent Financial Advisor’s opinion on the Offer Price Subject to the Restructuring Plan of Central Retail, Central Retail will make the Conditional Exchange Offer to acquire all outstanding shares in the Company by doing a share swap of the Company’s shares with the Shares Consideration where consideration will be made with no cash alternative, and the Company will delist the Company’s shares from the SET. In this regard, the Company’s shareholders who accept the Conditional Exchange Offer will become shareholders of Central Retail instead and will be able to trade the Shares Consideration on the SET after the IPO is completed and the shareholders who accept the Conditional Exchange Offer will be allocated the Shares Consideration, which will be calculated from the Company Shares Price divided by the final IPO price of the shares in Central Retail to be derived from the book-building process in the future (the “IPO Shares Price”). In this regard, Discover, as a certified financial advisor by the SEC, has been appointed by the Company to be an independent financial advisor in providing appropriate share price of ROBINS based on information received from ROBINS such as audited financial statement, internal financial statement, business plan, market information, projection and financial assumptions, interviews with management and other related documents, including public information. Nonetheless, our opinion given herein is based on the assumption that all information and documents obtained from the Company are complete and correct. Moreover, our opinion is based on the information prevailing at the time of this study. Accordingly, any significant change in these factors will materially impact the business operation, financial projection and the share valuation of ROBINS. IFA has evaluated the Company’s share price by using the following 7 approaches: 1. Book Value Approach 2. Adjusted Book Value Approach 3. Market Value Approach 4. Price to Book Value Ratio Approach: P/BV Ratio 5. Price to Earnings Ratio Approach: P/E Ratio 6. Precedent Transaction Comparable Approach 7. Discounted Cash Flow Approach: DCF After studying information, documents and other related information, IFA can summarize the evaluation of ROBINS’s shares as follows:

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5.1. Book Value Approach This valuation approach will apply the book value of net assets (total assets minus total liabilities) or the shareholders’ equities divided by the total number of shares. The result is the book value per share. The Company’s share valuation is based on the reviewed financial statement as of June 30, 2019 as follow: Values No. Details (THB million) 1 Paid-up capital 3,942.85 2 Surplus on treasury shares 125.38 3 Surplus on purchase of interest in associate1/ 21.26 4 Retained earnings(losses) 13,720.59 5 Other component of equity2/ (72.19) 6 Equity attributable to owners of the Company (6)=(1)+(2)+(3)+(4)+(5) 17,737.89 7 Number of the Company’s paid-up shares (million shares)3/ 1,110.66 8 Book value per share (THB) 15.97

Remark: 1/ In May, 2013, the Board of Director meeting’s resolution approved the purchase of CRC Sports Company Limited in an amount of 4 million shares at a price of THB 11.46 per share totaling THB 45.8 million from Power Buy Company Limited resulting in change of shareholding proportion from 29.19% to 40.00% of total issued shares of CRC Sports Company Limited. In this regard, interest of the Company’s group did not change and the fair value of the purchased interest in associate at the purchase date was THB 67.1 million. Therefore, the difference between fair value and the purchase price was recorded as Surplus on purchase of interest in associate at THB 21.26 million under shareholder’s equity in the Company’s consolidated financial statement since December 21, 2013. 2/ Other component of equity is composed of differences from the conversion of financial statements, changes in the fair value of available-for-sale investments and movements in reserves. 3/ Par value is THB 3.55 per share

According to the Book Value Approach, the Company’s share value is THB 15.97 per share (total value is THB 17,737.89 million) which is lower than the Offer Price at THB 66.50 per share by THB (50.53) per share or (75.98%) of the Offer Price. Book Value Approach only reflects financial position of the Company as of June 30, 2019. It does not consider current market value of the asset and the Company’s ability to earn profit in the future and the competitiveness of the business, but it can be used as a reference price to reflect the basic price of the Company’s shares. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation.

5.2. Adjusted Book Value Approach By this approach, the share value is derived from the total assets, reduced by total liabilities, commitments and contingent liabilities as shown in the financial statements as of June 30, 2019, and adjusted by the items occurred after the end of accounting period or the items that may reflect the actual value of the

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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 company such as asset revaluation or impairment to reflect prevailing market value of net assets, reversal of allowance for doubtful account or bad debt, business licenses, goodwill, patent, brand value, dividend payment or losses carried forward, etc. then divided by total number of paid-up shares of the Company to arrive at per share value. Using this approach, IFA used book value of the Company as of June 30, 2019 adjusted by differences between investment properties’ book values and fair values calculated by the Company’s management. Nonetheless, IFA had reviewed the method used in calculating these fair values from the Company’s management and found that it was reasonable. The method was also audited by certified auditor approved by the SEC and showed in the note of the Company’s financial statement as of December 31, 2018 at a value of THB 17,095.43 million (In 2019, the Company has not yet evaluated these fair values therefore IFA used the information based on December 31, 2018 in order to adjust the value of investment properties) with details as follows: Lists (THB million) Fair value of investment properties calculated by the Company’s management as shown in the note of the Company’s financial statement as of December 31, 2018 17,095.43 Value of investment properties as shown in the Company’s financial statement as of December 31, 2018 6,081.79 Difference 11,013.64

In addition, IFA did not adjust the values of assets by increase or decrease in the valuation of assets from Asset Independent Appraisers since the Company does not appraise its assets and operate in real estate development business and most of the Company’s fixed assets are building, structures and improvements, building system equipment, furniture, fixtures and office equipment whose values and depreciations were recorded accordingly to the Company’s asset accounting policy and audited by certified auditor approved by the SEC. According to the Company’s accounting policy, most assets, except land, building and equipment, accounted for 34.39% of the Company’s total assets, were adjusted continually to reflect its market values based on the accounting policy.

No. Details Values (THB million) % 1 Total current assets consist of : 4,418.03 16.40 - Cash and cash equivalents 1,163.40 4.32 - Inventories-net 2,276.34 8.45 - Other current assets 978.29 3.62 2 Investments in associates and other long-term investments consist of: 3,760.95 13.96 - Investments in PWB 1,467.21 5.45 - Investments in SSP 2,080.50 7.72 - Other Investments in associates 213.24 0.79 3 Investment properties 5,922.55 21.99 4 Property, plant and equipment - net 9,263.22 34.39

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No. Details Values (THB million) % 5 Other non-current assets 3,572.19 13.26 6 Total assets 26,936.94 100.00 Remark: 1/ Consolidated financial statement of ROBINS as of June 30, 2019 2/ ROBINS’s financial statement as of December 31, 2019 showed THB 1,518 million Guarantee Loan Issuance for its associate

As a result, IFA based on the book value of the Company as shown in the latest consolidated financial statements as of June 30, 2019 reviewed by the Company’s certified auditor approved by the SEC (KPMG) then adjusted with items affecting the Company’s book value as follows:

No. Details Values (THB million) 1 Shareholder’s equity 17,737.89 Add: Fair value of investment properties calculated by the Company’s 2 11,013.64 management1/ 3 Adjusted total shareholders’ equity (3)=(1)+(2) 28,751.53 4 Number of the Company’s paid-up shares (million share)2/ 1,110.66 5 Adjusted book value per share (THB) 25.89 Remark: 1/ Fair value of investment properties calculated by the Company’s management will be calculated once a year in order to record in the note of the Company’s annual financial statement at THB 17,095.43 million in 2018. 2/ Par value is THB 3.55 per share

According to Adjusted Book Value Approach, the value of the Company is THB 25.89 per share (total value is THB 28,751.53 million) which is lower than the Offer Price at THB 66.50 per share by THB (40.61) per share or (61.07%) of the Offer Price. However, this method also does not take into account the ability to earn profits and operating results in the future. Thus, IFA believes this method may not be the best method to reflect the real value of the Company, but it can be used as a reference price to reflect the basic price of the Company’s shares. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’ shares for this valuation.

5.3. Market Value Approach This valuation approach uses the weighted average market price of the trading value of securities of the Company through SET over the past period. This analysis considers the weighted average market price of the Company (trading value of the Company/ trading volume of the Company) based on the past periods from 7 to 15 days, 30 days, 60 days, 90 days, 120 days, 180 days and 360 days. IFA has considered that the mentioned time periods can reflect the movement of the share value in the stock market over a reasonable period of time and business operation of the Company. In assessment by this approach, IFA has considered the information up to July 25, 2019 due to be the day before the Company’s Board of Directors’ meeting was held to consider and approve the Delisting of shares from the SET as part of the Restructuring Plan of Central

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Retail. In this regard, the market price of the Company’s ordinary shares by this market value approach was calculated as follow:

ROBINS’s Weighted Average (Days) (Unit: THB/share) 7 15 30 60 90 120 180 360 High 57.25 58.91 58.91 59.75 63.10 68.39 69.66 72.06 Low 54.46 54.46 54.46 51.68 51.68 51.68 51.68 51.68 Weighted Average 54.94 56.37 56.64 56.02 56.66 58.02 59.98 61.99 Source: www.setsmart.com Remark: information up to July 25, 2019 (the day before the Company’s Board of Directors’ meeting on July 26, 2019)

The highest and lowest share prices of the Company in every quarter over the past 4 years Highest and Lowest Price (THB per share) Year Quarter Highest Lowest Jan – Mar 51.75 44.00 Apr – Jun 49.50 42.75 2015 Jul – Sep 46.25 36.75 Oct – Dec 44.50 37.25 Jan – Mar 51.50 38.00 Apr – Jun 68.50 49.75 2016 Jul – Sep 69.00 52.50 Oct – Dec 66.75 48.00 Jan – Mar 65.00 57.50 Apr – Jun 64.50 56.25 2017 Jul – Sep 66.00 53.25 Oct – Dec 78.00 63.75 Jan – Mar 76.50 59.50 Apr – Jun 67.25 53.75 2018 Jul – Sep 72.00 55.50 Oct – Dec 71.25 60.50 Jan – Mar 70.00 56.50 2019 Apr – Jun 60.50 51.00 Jul – Jul 25 59.50 53.50 Source: www.setsmart.com

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Graph representing value of ROBINS’s shares before and after the Board of Directors’ meeting approved the Delisting of the Company’s shares from the SET

Price before the Board of Directors’ meeting approved the Delisting of the Company’s shares from the SET

Source: www.setsmart.com

Valuation by Market Price Approach yields a fair value of the Company’s share between THB 54.94 – 61.99 per share (total value between THB 61,019.04 – 68,846.46 million) which is lower than the Offer Price at THB 66.50 per share by THB (11.56) – (4.51) per share or (17.38%) - (6.79%) of the Offer Price, respectively. Market Price Approach considers traded prices of the Company’s shares which are determined by the supply and demand of the Company's stock. The approach assumes that the traded prices reflect the value of the stocks at that time, the fundamentals of the stocks and the views of investors on the Company's future growth potential. This mentioned factor and reasonable trading liquidity made ROBINS’s shares to be selected in SET50 index and MSCI index reflecting reasonable liquidity and in the past 3 years trading volume turnover ratio of the Company’s share was 0.21% of the Company’s total paid-up shares. After compared to other significant stocks in SET50 index , the Company’s trading volume turnover is similar to those stocks (stocks in SET50 index such as PTT (operating its petroleum and petrochemical complex), SCC(operating 3 core businesses consisting of investments in the Cement-Building Materials business, Chemicals business and Packaging business) and AOT(operating airport business in Thailand) with trading volume turnover ratios of its shares at 0.23%, 0.23% and 0.23%, respectively). The market value of the Company in the past therefore could be used as a reference price and appropriate approach for reflecting actual value of the Company’s shares. Therefore, IFA views that this approach is suitable for evaluating the value of ROBINS’ shares for this valuation.

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5.4. Price to Book Value Ratio Approach : P/BV Ratio This valuation approach is based on the book value of the Company’s shares as shown in the latest consolidated financial statements as of June 30, 2019 reviewed by the Company’s certified auditor approved by the SEC which is THB 15.97 per share multiplied by closing prices to book values (P/BV) of 7 days, 15 days, 30 days, 60 days, 90 days, 120 days, 180 days and 360 days of listed companies with similar business. At the present, there is no listed company similar or closest to the Company to be used as direct comparable. However, IFA has chosen 4 listed companies from a total of 24 companies in the same sector of Commerce in Services industry which are 1) CP All Public Company Limited (“CPALL”), 2) Siam Makro Public Company Limited (“MAKRO”), 3) Home Product Center Public Company Limited (“HMPRO”) and 4) Siam Global House Public Company Limited (“GLOBAL”). The reason that IFA has chosen these 4 companies is because they operate distribution centers, convenience stores and retail storefronts with market value over THB 50,000.00 million, asset value over THB 10,000.00 million, revenues over THB 20,000.00 million and having profits from operations meaning that they have efficiencies in their business operations and are interested by the investors similar to the Company. List of companies in Commerce sector in Services industry (Unit: THB million) Market Total Total assets Net profits values revenues (as stated in No. Abbreviations Business Descriptions financial (12 months (12 months (as of July statement as up to March up to March 25, 2019) of March 31, 31, 2019) 31, 2019) 2019)

is engaged in the retail distribution of cosmetics and skincare. Currently, BEAUTY's products are separated in 9 categories: 1. Make-up 2. Facial care 3. Body Hygiene 4. Body Care 5. Hair Care 6. Perfume 7. Beauty Drink &Food Supplement 8. Beauty Accessories and 9. Men’s Care, under the following 6 1 BEAUTY concepts: (1) Beauty Buffet, (2) Beauty Cottage and (3) Beauty Market (4) Made 11,606.51 1,819.11 3,145.04 778.73 in Nature (5) Beauty Plaza, to meet the needs of all client segments. Each concept has differences in field of product design, distribution channel and market positioning in order to meet the different demand of target customer and to build a range customer base covering all beauty products.

2 BIG Retailing of photographic equipment and mobile phone. 4,411.10 3,141.89 5,375.79 445.59

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1. Packaging Supply Chain - Manufacturing, marketing, and distributing ex. packaging products, including glass containers, aluminum cans and rigid plastic containers. 2. Consumer Supply Chain - Manufacturing, marketing and distributor of consumer goods in the food and personal belongings branded by the Company and contracted to produce goods under contracts with other companies. 3. Healthcare & Technical Supply Chain - Distributes products and services related to pharmaceuticals and pharmaceuticals. 4. Modern Retail 3 BJC 210,288.47 322,775.48 173,522.78 7,304.22 Supply Chain - Operates the management of modern retail stores as well as online stores. Using the merge format, all the channels of the business together. The Omni-Channel Model includes retail businesses. Rental and service area (Dual Retail Property Model) for those who are interested in renting the area. 5. Other Business group - Operates on retail business in Southeast Asia and seek the opportunity to merge and acquisitions also Including new business development.

operates as distributor of stationary supplies and office equipment selling order through catalog, electronic commercial system (e-Commerce), electric 4 COL 15,488.00 9,335.76 12,282.26 754.67 procurement (e-Procurement) and store, and as distributor of lifestyle product selling order through electronic commercial system (e-Commerce) and store. distributes IT products such as laptops, desktop computers, mobile phones, tablets, related accessories and product repair services. COM7 is the largest 5 COM7 IT chain store in term of branches. COM7 distributes IT products via its own 29,160.00 7,776.32 29,152.05 967.83 branches which are retail stores in leading department stores, shopping malls, and hypermarkets covering Bangkok and upcountry provinces. operates the convenience store business under the 7-Eleven trademark and franchises to other retailers in the territory of Thailand and has invested in supporting businesses such as manufacturing facility of food & bakery 6 CPALL 786,021.37 375,793.78 538,720.33 21,580.69 products, bill payment services and so on. In addition, CPALL has invested in the operations of membership based Cash & Carry trade centers under the name "Makro". operates 2 core businesses; 1) trading business on products of electrical cable and wire and the electrical engineering products 2) installation service business 7 CSS 2,175.12 3,804.58 4,332.94 152.92 about designing and installing on communication system, fire protection system, as well as the other coordination services.

Factory outlet distributor. Products displayed in stores are house brand products of FN brands, produced by domestic and foreign manufacturers, as 8 FN 2,040.00 1,778.16 1,078.71 11.69 well as products of other brands, purchased the variety of products caters all needs of customers.

Import and distribute fire protection equipment, fire protection system and fire 9 FTE alarm system as well as offering of design and installation services for fire- 1,464.00 959.70 1,058.72 143.37 fighting system and fire alarm system. Discover Management Co., Ltd. Page 41/68

Market Total Total assets Net profits values revenues (as stated in No. Abbreviations Business Descriptions financial (12 months (12 months (as of July statement as up to March up to March 25, 2019) of March 31, 31, 2019) 31, 2019) 2019) operates its businesses under concept of modern trade from construction material to home improvement supplies. It is a one-stop shopping home center, which offers construction material, home decorative products, tools and 10 GLOBAL equipment used in construction, home improvement, and household and 70,585.88 30,949.38 27,258.10 1,972.25 gardening decoration in modern trade warehouse style. Additionally, the Company implemented a drive-through system to increase ease of access and convenience for customer. is the retail business in home improvement segment by selling goods and providing complete range of services relating to construction, refurbishment, 11 HMPRO addition, renovation, improvement of buildings, houses, and residential places 227,515.73 56,064.66 66,702.59 5,783.99 through One Stop Shopping Home Center under the trade name of HomePro which is its trademark.

is the retail superstore chain selling computers, tablets, peripherals, smart 12 IT phone and other related IT products and smart phone under the trade name ‘IT 870.65 1,731.82 5,035.11 30.62 CITY’ which was spun off from SVOA.

is enterprising and distributing imported cosmetics, skin care products, 13 KAMART 5,103.99 1,550.74 1,653.40 367.96 toiletries, dietary supplement etc. Business Types: main businesses are divided into 5 strategic business groups as follows: 1) Information Technology SBG: being a service provider for total IT solutions and computer systems 2) Food Services & Distribution SBG: being the distributor of consumer products, industrial chemical products as well as engaging in restaurants and HoReCa businesses 3) Energy SBG: being a service provider, providing a total solution for power substation control system, 14 LOXLEY 5,299.99 15,664.27 13,893.70 94.17 construction and maintenance of power substations, construction of transmission lines, alternative energy and tap water business 4) Network Solutions SBG: being the distributor and service provider of products/services in construction materials, television and radio broadcasting systems, and security intelligence systems 5) Services SBG: being a provider of total security solution services and management of airports as well as property development

Operating a cash and carry wholesale business under "Makro" name in order to sell food and non-food products for all customers nationwide. Key Makro 15 MAKRO 186,000.00 60,792.28 196,419.23 5,753.22 customers are small to medium sized professional operators i.e. small retailers, HoReCa, institutes, and services operators

manages retailing business of apparels and lifestyle under brands owned by the group of companies and other companies focusing on brand management, 16 MC 6,680.00 4,600.21 3,800.14 550.81 sales and marketing management, product design, product sourcing, and warehouses and distribution channel management.

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Market Total Total assets Net profits values revenues (as stated in No. Abbreviations Business Descriptions financial (12 months (12 months (as of July statement as up to March up to March 25, 2019) of March 31, 31, 2019) 31, 2019) 2019) MEGA are a leading international manufacturer and distributor of pharmaceutical, nutraceutical products and Fast Moving Consumer Goods or FMCG. Currently, MEGA are a leading distributor in developing countries with high growth trends such as Myanmar, Vietnam and Cambodia. In addition, 17 MEGA 31,387.30 9,972.40 10,725.84 1,202.92 MEGA develop, manufacture, market and sell our own market leading brands of nutraceutical products, generic prescription pharmaceutical products, and OTC products under our Mega We CareTM brand through our distribution network and third party distributors in 29 countries across the world.

MIDA and its subsidiaries engage in sales and hire purchase of electric equipment and used cars, hotel and golf course, billboard rental, real estate 18 MIDA 1,502.46 10,846.61 2,853.66 130.13 development business , asset management from purchases of non-performing receivables of financial institutions and security guard services.

Robinson Public Company Limited operated the department store business under the brand ‘Robinson’ and the shopping mall under the brand ‘Robinson 19 ROBINS Lifestyle’ across the country. Currently, the Company has 49 stores, comprising 61,086.36 27,824.73 28,672.51 3,085.65 of 11 stores in Bangkok Metropolitan Area and 38 stores in the upcountry. In addition, the Company also has 1 store in Vietnam. operates a multi-platform commerce business and has its own variety of 20 RS 16,760.16 3,994.02 3,912.15 524.26 products as well as distribution channels together with strong media channels. operates in the business of selling and distributing shoes (Footwear) as well as 21 RSP apparels and other accessories (Non-footwear) under international brands: 2,926.00 2,024.24 1,192.39 147.96 Converse and Pony.

Singer Thailand PCL., is the distributor of various electric products and appliances under the ‘SINGER’ brand and trademark such as sewing machines, home appliances, together with commercial appliances that are aimed at meeting the varying range of needs of both household consumers and small 22 SINGER shops. These appliances and products are sold via retail outlets that are 3,653.70 5,022.68 2,911.15 143.76 branches of SINGER as well as via our numerous sales representatives. More than 80% of such sales are made on a hire purchase installment basis; whereby SINGER provides such installment sales through its subsidiary company, SG Capital Co., Ltd., in which the Singer has a 99.99% equity holding.

The leading Thai distributor of consumer goods, with a modern logistics network 23 SPC covering every corner of the country and an impressive range products and 17,902.50 25,702.43 33,474.72 1,746.62 name brands. has 3 core businesses which are 1) Investment in consumer products business, 24 SPI 2) Investment in food and beverage business, and 3) Industrial park 38,173.70 38,877.78 5,691.69 2,609.84 development and investment in other businesses. Source: www.setsmart.com and the Company

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Remark: IFA does not include Dohome Public Company Limited (“DDHOME”) and Index Living Mall Public Company Limited (“ILM”) in comparable companies since the stocks from these companies have just been listed on the SET in August 6, 2019 and July 26, 2019 resulting in insufficient historical trading data.

In this regard, IFA uses the moving averages of prices to book values of the listed companies for comparison calculated by using that moving average of specified period divided by book value of each company based on the specified period. Details can be summarized as follows: Average Closing Price (day) P/BV: (times)1/ 7 15 30 60 90 120 180 360 CPALL 8.70 8.68 8.57 8.26 8.20 8.29 8.21 8.67 MAKRO 9.04 9.09 8.83 8.41 8.63 9.01 9.12 10.03 HMPRO 10.67 10.73 10.81 10.50 10.36 10.46 10.58 10.29 GLOBAL 4.66 4.78 4.85 4.75 4.84 4.92 5.10 5.07 Median3/ 8.87 8.88 8.70 8.34 8.41 8.65 8.66 9.35 Value of ROBINS’s share (THB/share)2/ 141.67 141.83 138.93 133.14 134.36 138.11 138.36 149.34 Remark: 1/ www.setsmart.com (P/BV Ratio up to July 25, 2019) 2/ Based on comparable companies’ financial statement as of June 30, 2019 3/ IFA chose to use median instead of mean to reduce the effect of outliers

According to Price to Book Ratio approach, share value of the Company is between THB 133.14 – 149.34 per share (total value is between THB 147,874.85 – 165,863.78 million) which is higher than the Offer Price at THB 66.50 per share by THB 66.64 – 82.84 per share or 100.21% - 124.57%, respectively. In addition, the group of comparable companies selected by IFA (CPALL, MAKRO, HMPRO and GLOBAL) is in the same sector as ROBINS but their main revenues come from different products and factors compared to ROBINS. This approach using accounting-based numbers is also affected by different accounting policies among companies and lower trading liquidity in some comparable companies compared with the Company. In addition, it only reflects historical information not the Company’s operation in the future. Therefore, IFA believes that there could be discrepancies in the Company’s share value evaluated from this approach. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation.

5.5. Price to Earnings Per Share Ratio Approach: P/E Ratio This approach is using earning per share for the last 4 quarters ended June 30, 2019 audited by certified auditor approved by the SEC which is THB 2.58 per share multiplied by closing prices to earnings (P/E) of 7 days, 15 days, 30 days, 60 days, 90 days, 120 days, 180 days and 360 days of listed companies with similar business. At the present, there is no listed company similar or closest to the Company to be used as direct comparable. However, IFA has chosen 4 listed companies from a total of 24 companies in the same

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sector of Commerce in Services industry (details as specified in Clause 5.4. Price to Book Value Approach: P/BV ratio) for this evaluation approach. Details can be summarized as follow: Average Closing Price (days) P/E: (times)1/ 7 15 30 60 90 120 180 360 CPALL 36.87 36.76 36.31 34.81 34.10 33.92 32.74 33.63 MAKRO 31.51 31.67 30.77 28.95 28.82 29.12 28.26 30.10 HMPRO 39.37 39.59 39.89 38.66 37.70 37.40 37.00 37.23 GLOBAL 35.80 36.76 37.30 36.21 36.36 36.80 37.98 39.13 Median3/ 36.33 36.76 36.81 35.51 35.23 35.36 34.87 35.43 Value of ROBINS’s share (THB/share)2/ 93.57 94.67 94.79 91.44 90.72 91.06 89.81 91.24 Source: 1/ www.setsmart.com (P/E Ratio up to July 25, 2019) 2/ Based on comparable companies’ financial statements as of June 30, 2019 3/ IFA chose to use median instead of mean to reduce the effect of outliers

According to Price-to-Earnings Ratio Approach, share value of the Company is between THB 89.81 – 94.79 per share (total value is between THB 99,749.22 – 105,279.59 million) which is higher than the Offer Price at THB 66.50 per share by THB 23.31 – 28.29 per share or 35.05% - 42.54%, respectively. In addition, the group of comparable companies selected by IFA (CPALL, MAKRO, HMPRO and GLOBAL) is in the same sector as ROBINS but their main revenues come from different products and factors compared to ROBINS. This approach using accounting-based numbers is also affected by different accounting policies among companies and lower trading liquidity in some comparable companies compared with the Company. In addition, it only reflects historical information not the Company’s operation in the future. Therefore, IFA believes that there could be discrepancies in the Company’s share value evaluated from this approach. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation.

5.6. Precedent Transaction Comparable Approach This approach is comparing past merger and acquisition transaction in order to evaluate the Company’s shares. By using past merger and acquisition transaction in retail industry in Asia. Details of past transaction comparable are presented in the below table. Announcement Targets’ Aggregate Values Acquirors Targets Business Types % Stakes EV / EBITDAs Months Countries (USD million) Jan 2019 Nojima Courts Retail outlet Singapore 100.0% 203 13.0x Dec 2017 Tencent Yonghui Supermarket China 5.0% 11,954 23.5x Nov 2017 Alibaba Sun Art Hypermarkets and e- China 36.2% 6,796 5.7x commerce

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Announcement Targets’ Aggregate Values Acquirors Targets Business Types % Stakes EV / EBITDAs Months Countries (USD million) Apr 2017 Hillhouse / Belle Manufacture, China 100.0% 6,829 6.5x CDH Distribution and Retailing Jan 2017 Alibaba Intime Department stores and China 52.9% 3,872 16.0x Shopping malls Apr 2016 Central Group Big C Vietnam Supermarkets and Vietnam 100.0% 1,000 20.4x Hypermarkets Feb 2016 TCC Big C Supercenter Multi-format retailing Thailand 58.6% 6,130 16.8x Sep 2015 MBK Partners Homeplus Hypermarkets Korea 100.0% 6,475 9.1x Aug 2015 JD.com Yonghui Superstores Retail outlet China 10.0% 5,887 25.8x Source: Global and Asia Retail Precedent Transactions : Morgan Stanley Remark : Information as of May, 2019 Highest 25.8x Median 16.4x Lowest 5.7x Summary of valuation results based on EV/EBITDA ratio (Unit : THB million) EV/EBITDA No. Details Lowest Median Highest 1 EV/EBITDA ratio 5.7x 16.4x 25.8x 2 EBITDA of ROBINS (12 months up to June 30, 2019) 5,521.97 5,521.97 5,521.97 3 The Company’s value 31,475.23 90,560.31 142,466.83 4 Add: Cash and cash equipvalent1/ 1,163.40 1,163.40 1,163.40 5 Deduct: Interest-bearing debt1/ (1,264.71) (1,264.71) (1,264.71) 6 Deduct: Non-controlling interest1/ (726.80) (726.80) (726.80) 7 Total Shareholders’ equity value (7)=(3)+(4)-(5)-(6) 30,647.12 89,732.20 141,638.72 8 Number of the Company’s paid-up shares (million share)2/ 1,110.66 1,110.66 1,110.66 9 Value of ROBINS’s share (THB/share) 27.59 80.79 127.53 Remark: 1/ Based on comparable companies’ financial statement as of June 30, 2019 2/ Par value is THB 3.55 per share

According to Precedent Transaction Comparable Approach, share value of the Company is between THB 27.59 – 127.53 per share (total value is between THB 30,647.12 – 141,638.72 million) which is higher (lower) than the Offer Price at THB 66.50 per share by THB (38.91) – 61.03 per share or (58.51%) – 91.77%, respectively. This approach is comparing past merger and acquisition transaction in order to evaluate the Company’s shares by using past merger and acquisition transaction in retail industry in Asia. However, this approach involves various volatile factors such as sizes, countries and periods. Moreover, this transaction is a part of business group’s restructuring in which Central Retail already has shareholding proportion with control

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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 over the Company and might be different from comparable transactions. As a result, there could be large discrepancies in the Company’s share value evaluated from this approach. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation.

5.7. Discounted Cash Flow Approach: DCF This valuation approach considers future performance of ROBINS and related companies by using present value of projected future Free Cash Flow (FCF) discounted by appropriate discount rate. In this case, IFA calculated Weighted Average Cost of Capital (WACC) as a discount rate and prepared financial projection of the Company during the period of 5 years (2019 – 2023) which is the duration that the Company can predict future and define its business plan under the assumption that business will continue to be operated on going concern basis without any significant changes under economic conditions substantially similar to currently prevailing conditions and without significant effect that may arise in the future. In order for the Company’s shareholders to compare the growths of revenues, costs, gross profit margin and profit margin year by year, IFA conducted this valuation approach based on accounting policies and financial information of audited financial statements between 2016 – 2018 since there has been change in its accounting policy for financial statement of quarter 2 as of June 30, 2019 from Contracts with Customers (“TFRS 15”) to TAS 18 Revenue (“TAS 18”). Moreover, the Company’s operation is affected by Seasonal Effect which makes using financial statement of quarter 2 as of June 30, 2019 as a base could lead to an inaccurate financial projection. In addition, IFA conducted this financial projection based on information received from the Company, such as financial assumptions, branch expansion, capital expenditure plan, views on the Company’s future growth and interviews with key management persons of the Company and related persons. In this regard, IFA reviewed the received information and appropriately modified to suit the views of the IFA. If economic conditions or any other factors significantly changes from the time of analysis, the Company would be affected by such changes, which may cause significant changes to the Company’s value evaluated by this approach. Assumptions are as follows:

5.7.1. Nature of Business The Company has operated retail business by offering variety of high-quality and value-for-money products to cater every group of customers. Currently, the Company operates 49 stores in nationwide and 1 store in Vietnam. The retail business structure divided into 3 segments as follow:

1) Department Stores Currently, the Company operates 50 stores of department stores, of which 49 stores are in Thailand and 1 store in Vietnam. Aside from house brands, our wide array of products on offer range from local and overseas top brands to licensed products targeted at domestic sales such as household items, small electric

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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 appliances, shoes, clothes, luggage, amongst many others. Some of examples are Cuizimate, Haven, F.O.F, Pacific Union, Proofs, Baby Shop, Just Buy and Thompson.

2) Shopping Malls Currently, the Company operates 22 shopping malls nationwide, of which 2 stores are in Bangkok Metropolitan Area and 20 stores in provincial areas. It is now a full-fledged shopping mall. It includes department stores, food centers, premier restaurants, movie theatres, financial service, supermarkets, water parks or playground, fitness centers, and other facilities within the shopping malls.

3) Omni-Channel Business With the roll out of its new online platform in 2018, the Company is poised to fully integrate the online and offline experience, bringing superior shopping journey to our customers nationwide. The platform will be the core, housing the data, content, and being the main touch point of our customers in the omni-channel experience. Customers will be able to be inspired with content and digital touchpoints, discover the products and shopping experience within our physical stores, transact and monitor their shopping experience through our application, repurchase the products through our online platform.

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5.7.2. Revenue 5.7.2.1. Revenue from sale of goods Brach expansion plan At the end of 2018, the Company has 48 branches in Thailand (classified into 22 branches of Robinson Lifestyle Mall with average selling area at around 10,000 Sq,m. per branch and 26 branches of Robinson Department Store with average selling area at around 13,000 Sq.m per branch) and 1 branch in Vietnam. According to interviews with management, the Company has plan to continually establish new branches in Thailand by attempting to maintain current average selling area. Due to the limitation in selling area size of these new branches, it is likely that these new branches will be established outside Bangkok Metropolitan Area. In January 2019, the Company established 1 Robinson Department Store in Phayao and has plan to open 1 Robinson Lifestyle Mall in the end of year. During 2020-2023, the Company has plan to open 1 - 2 Robinson Lifestyle Malls and Robinson Department Stores per year which is consistent with the Company’s past expansion. Nonetheless, in 2020 and 2023, Robinson Department Store will be closed down by 1 each year from its expired rental contracts.

(Unit: Branch) 2019F 2020F 2021F 2022F 2023F Robinson Lifestyle Mall Branch Opening Assumption 1 2 2 2 2 Branch Closing Assumption 0 0 0 0 0 Total branches 23 25 27 29 31 Robinson Department Store Branch Opening Assumption 1 2 1 1 1 Branch Closing Assumption 0 (1) 0 0 (1) Total branches 27 28 29 30 30

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Assumptions for revenue from sale of goods There are 3 significant factors affecting revenue’s growth which are 1.) growth of sale volume from existing branches opened for more than 1 year 2.) revenue from new branches and 3.) revenue from sale through Omni-Channel with details as follows: - Growth of sale volume from existing branches opened for more than 1 year was considered stable depending on the Company’s ability in adjusting its products to respond to its target and general market’s growth. IFA assumed growth of sale volume from existing branches opened for more than 1 year in Thailand between 2019 equal to 0.00% and 2020 equal to 1.00% per year, respectively to reflect the Company’s view and past performance.

- - https://www.euromonitor.com/

Euromonitor International which is a leading international market research provider (found in 1972 with branches over 13 countries around the world) has provided market research and viewed that the forecast growth rate of department stores and retail businesses between 2019 – 2023 was expected positive at a rate of 3.40% per year as shown in the picture below. As a result, IFA assumed growth of sale volume between 2020 – 2023 gradually increasing at a rate of 2.00%, 3.00% and 3.40% per year, respectively to be consistent with the market research and positive outlook on Thailand’s future economy which was expected to improve after new government has been in place for a period of time and consumers has gained more confidence. In addition, IFA assumed growth of sale volume from existing branches opened for more than 1 year in Vietnam equal to 6.50% per year based on the forecast growth rate of Gross Domestic Product in Vietnam for 2019 – 2024 (Source: Reuters). - Revenue from new branches The Company has plan to open new branches outside Bangkok Metropolitan Area leading to the possibility that the Company will choose new branches’ locations far from the current ones to reduce the effect of Cannibalization. However, new branches normally Discover Management Co., Ltd. Page 50/68

have lower revenues per branch compared to the existing ones because of having lower customers’ familiarities. IFA therefore assumed revenue from new branches lower than the average revenue of the existing branches in the first year of its establishment as expected by the Company. After a year of establishment, based on Conservative Basis, IFA increased revenue from new branches to be the same as the average revenue from existing branches opened for more than 1 year. In addition, IFA assumed growth of sale volume from new branches between 2019 - 2020 equal to 0.00% and 1.00% per year, respectively to reflect the Company’s view and past performance. Nonetheless, according to market research from Euromonitor International, the forecast growth rate of department stores and retail businesses between 2019 – 2023 was expected positive at a rate of 3.40% per year. As a result, IFA assumed growth of sale volume between 2020 – 2023 gradually increasing at a rate of 2.00%, 3.00% and 3.40% per year, respectively to be consistent with the market research and positive outlook on Thailand’s future economy which was expected to improve after new government has been in place for a period of time and consumers has gained more confidence. - Revenue from sale through Omni-Channel for Omni-Channel or Online channel, the Company has plan to increase its sale volume to be in accordance with current situation that customers are more likely to purchase their goods through online channel due to its convenience. IFA therefore assumed revenue from sale through Omni-Channel during 2019-2023 growing at a rate of 100.00%, 250.00%, 100.00%, 30.00%, and 20.00% per year, respectively based on the Company’s expectation.

(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Revenue from sale of goods 26,077.53 25,988.75 26,845.66 27,349.10 28,208.92 29,755.20 31,785.70 33,563.98

Growth rate of revenue from sale of goods -0.34% 3.30% 1.88% 3.14% 5.48% 6.82% 5.59%

5.7.2.2. Rental Income Rental income of the Company comes from tenants of restaurants, cinemas, commercial banks, supermarkets, other shops and finesses within the department stores. IFA assumed rental fee per sq.m. based on year 2018 and increased 3.00% per year from the previous year according to average increasing rate of rental income, occupancy rate based on average historical occupancy rate between 2016 – Q2/2019 and Net Leasable Area during the projection period based on the Company’s expectation which was consistent with Robinson Lifestyle Mall’s expansion plan.

(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Rental income 2,926.85 3,334.44 3,701.52 3,878.24 4,154.50 4,550.71 5,088.18 5,653.79

Growth rate of rental income 13.93% 11.01% 4.77% 7.12% 9.54% 11.81% 11.12%

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5.7.2.3. Investment Income Investment income consists of dividend and interest income from investment and bank deposit. IFA assumed future investment income, from 2019 until the end of projection period, based on average historical proportion of investment income to temporary investment and other long-term investment between 2016 - Q2/2019.

(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Investment income 20.99 20.79 21.12 21.76 21.76 21.76 21.76 21.76 Proportion of investment income to temporary investment and other long-term investment 8.63% 9.82% 10.00% 10.31% 10.31% 10.31% 10.31% 10.31%

5.7.2.4. Other Income Other income consists of utility income, advertising income, management fee income and others. IFA assumed other income, from 2019 until the end of projection period, based on average historical proportion of other income to revenue from sale of goods and rental income between 2016 – Q2/2019.

(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Other income (normal) 922.83 984.13 1,023.17 1,045.83 1,083.88 1,148.93 1,234.94 1,313.43 Other income (special) 238.71 24.70 ------Total other income 1,161.54 1,008.83 1,023.17 1,072.30 1,139.18 1,212.07 1,301.03 1,379.32 Proportion of other income (normal) to revenue from sale of goods and rental income 3.18% 3.36% 3.35% 3.35% 3.35% 3.35% 3.35% 3.35% Proportion of other income (special) to revenue from sale of goods and rental income 0.82% 0.08% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Proportion of other income to revenue from sale of goods and rental income 4.00%1/ 3.44%1/ 3.35% 3.30% 3.30% 3.30% 3.30% 3.30% Remark: 1/ During 2016-2017, the Company had higher proportion of other income to revenue from sale of goods and rental income than in 2018 because the Company recorded reversals of bad debts and doubtful debt amounting to THB 238.71 million and THB 24.70 million, respectively. Later that there was no reversal occurred.

5.7.3. Cost of sale of goods Most of ROBINS’s goods selling through storefronts are consignment goods from other manufacturers whose costs differs from goods provided by ROBINS resulted from different sources of products . IFA has analyzed selling proportion between these goods and found that the proportion was stable during the past 3 years due to the Company’s attempt to maintain its gross profit margin. Therefore, IFA assumed cost of sale of goods based on average historical proportion of cost of sale of goods to revenue from sale of goods between 2016 – Q2/2019 stable during the projection period. As for goods selling through Omni-Channel or Online channel, the Company has plan to increase its sale volume to be in accordance with current situation that customers are more likely to purchase their

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goods through online channel due to its convenience. However, in order to succeed, the Company needs more promotions and discounts resulting in higher costs than goods selling through storefronts. IFA therefore assumed cost of sale of goods through Omni-Channel based on 3-year average historical proportion of cost of sale of goods through Omni-Channel to revenue from sale of goods through Omni- Channel between 2016 – Q2/2019 decreasing at a rate of 2.00% per year onwards until 2023 as expected by the Company.

(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Cost of sale of goods 19,573.71 19,530.08 20,159.16 20,635.59 21,346.84 22,573.15 24,105.09 25,421.55 Proportion of cost of sale of goods to revenue from sale of goods 75.06% 75.15% 75.09% 75.45% 75.67% 75.86% 75.84% 75.74%

5.7.4. Selling expense (excluding depreciation) Selling expense consists of 1) employee benefit expense 2) sales promotion expense 3) Utility expense 4) building expense and 5) other expense related to sales. - IFA determined selling expenses such as employee benefit expense, sales promotion expenses, utility expenses, building expenses and other expenses, from 2019 until the end of projection period, based on average historical proportion of selling expense to revenue from sale of goods and rental income between 2016 – Q2/2019 stable during the projection period. It can be seen that there was low volatility among historical proportions due to the Company’s policy in controlling selling expense. - As shown in the Company’s financial statement as of Q2/2019, there were one-off/special items recorded which were retirement employee benefit at an amount of THB 35.40 million and additional electricity expense at an amount of THB 23.80 million. These items were considered as non- recurring items therefore IFA assumed no expenses occurred from these items in the future using Conservative Basis.

(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Normal selling expense (excluding depreciation) 4,228.86 4,366.56 4,701.88 4,707.14 4,878.39 5,171.20 5,558.29 5,911.60 Retirement employee benefit (special item) 35.40 - - - - Additional electricity expense (special item) 23.80 - - - - Total selling expense (excluding depreciation) 4,228.86 4,366.56 4,701.88 4,766.34 4,878.39 5,171.20 5,558.29 5,911.60 Proportion of selling expense to revenue from sale of goods and rental income 14.58% 14.89% 15.39% 15.26% 15.07% 15.07% 15.07% 15.07%

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5.7.5. Administrative expenses (excluding depreciation) Administrative expense consists of 1) employee benefit expense 2) management fee expense 3) property tax expense 4) maintenance expense and 5) other administrative expense. - IFA determined employee benefit expense growing at a rate of 5.00% per year based on the Company’s policy and its future branch expansion plan. - IFA determined management fee expense, maintenance expense and other administrative expenses growing at a rate of 1.00% per year during the projection period based on 5-year average core inflation from Bank of Thailand using Conservative Basis. - IFA determined property tax expense, from 2019 until the end of projection period, based average historical proportion of property tax expense to rental income between 2016 – Q2/2019. - As shown in the Company’s financial statement as of Q2/2019, there was one-off/special item recorded which was retirement employee benefit at an amount of THB 14.40 million. This item was considered as non-recurring items therefore IFA assumed no expenses occurred from this item in the future using Conservative Basis.

(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Normal administrative expense (excluding depreciation) 1,265.13 1,387.96 1,422.58 1,467.09 1,511.98 1,563.19 1,621.67 1,682.80 Retirement employee benefit (special item) 14.40 - - - - Total administrative expense (excluding depreciation) 1,265.13 1,387.96 1,422.58 1,481.49 1,511.98 1,563.19 1,621.67 1,682.80 Growth rate of administrative expense 4.36% 4.73% 4.66% 4.70% 4.67% 4.56% 4.40% 4.29%

5.7.6. Depreciation IFA assumed that each asset is projected to be constant calculated using straight line method. The depreciation of each asset is calculated differently based on the accounting standard specified in the note of financial statement and reference from historical company’s depreciation with details as follows:

Asset Useful life (year) Land improvements 5 Leasehold improvements 10 - 30 Buildings and structures 10 - 30 Buildings and structure improvements 5 - 20 Information system equipment 3 - 10 Building system equipment 3 - 20 Furniture, fixtures and office equipment 3 - 20 Transportation equipment 5

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5.7.7. Corporate Income Tax Corporate income tax was assumed equal to 20.00% of earnings before tax during the projection period.

5.7.8. Capital Expenditure Capital Expenditure consists of investment for branch expansion of Robinson Lifestyle Mall and Robinson Department Store, investment for existing branches’ renovation and others. IFA assumed based on the Company’s information that during the projection period the Company’s capital expenditure will be as follows:

(Unit: THB million) 2019F 2020F 2021F 2022F 2023F Capital expenditure 2,470.00 2,245.00 2,585.00 2,535.00 2,589.00

5.7.9. Loan According to the latest financial statement as of June 30, 2019, the Company has short-term loans and long-term loan from financial institution amounting to THB 1,264.71 million which was planned to be fully paid in 2020.

5.7.10. Other ratios in Statement of Financial Position Average historical data between 2016 and 2018 was applied because of its potential to reflect the future from its similarity and low fluctuation (average collection period was in between 12.28 – 12.80 days, inventory turnover was in between 35.86 – 38.64 days and average payable period was in between 82.91 – 91.32 days). According to the interview with the Company’s management, it is likely that the Company’s operation will be the same therefore, after considering appropriateness, IFA’s determinations are constant and are as follows: Average collection period 12.47 days Inventory turnover 37.29 days Average payable period 86.44 days ROBINS’s financial projection in 2019-2023 is as follows: (Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Total revenue 30,186.91 30,352.80 31,591.47 32,294.92 33,469.04 35,476.60 38,130.56 40,552.96 Cost of sale of goods 19,573.71 19,530.08 20,159.16 20,635.59 21,346.84 22,573.15 24,105.09 25,421.55 Selling expense 4,228.86 4,366.56 4,701.88 4,707.14 4,878.39 5,171.20 5,558.29 5,911.60 Administrative expense 1,265.13 1,387.96 1,422.58 1,467.09 1,511.98 1,563.19 1,621.67 1,682.80 Depreciation 2,063.29 2,073.12 2,074.69 2,053.18 2,234.07 2,232.64 2,097.76 2,006.19 Finance cost 84.02 71.22 40.41 14.38 5.57 - - - Share of profit of associates2/ 580.41 507.24 515.21 395.84 730.99 885.09 1,052.23 1,204.55 Net profit (losses) 2,996.41 2,896.94 3,096.21 3,070.99 3,524.74 4,034.23 4,850.43 5,629.20

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(Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F 1/ EBIT(1) 1,399.30 3,497.76 3,936.42 4,747.75 5,530.82 1/ Tax (2) 278.66 698.44 787.28 949.55 1,106.16 1/ Depreciation(3) 855.49 2,234.07 2,232.64 2,097.76 2,006.19 1/ Capital expenditure(4) 1,029.17 2,245.00 2,585.00 2,535.00 2,589.00 Decrease (increase) in working -66.141/ 171.39 288.85 353.32 300.99 capital(5) 1/ FreeCashFlowtoFirm=1–(2)+(3)–(4)+(5) 880.82 2,959.78 3,085.63 3,714.28 4,142.83 Remark: 1/ In 2019, IFA calculated Free Cash Flow to Firm for the future 5 months before discounted to its present value. 2/ Calculated from percentage of share held by ROBINS 3/ Share of profit of associates in 2019 significantly dropped from a record of one-off/special items which are losses from investment in associate at an amount of THB (178.40) million and tax expenses of indirectly held associates in Vietnam at an amount of THB (37.10) million. IFA cannot forecast these items therefore assumed constant after Q2/2019 until the end of projection period using Conservative Basis.

In this regard, IFA has provided financial projection for Power Buy Company Limited (“PWB”) and CRC Sports Company Limited (“SSP”) since these companies significantly affect the Company’s value with shareholding structure and financial projection details as follows:

5.7.11. Financial Projection of Power Buy Company Limited (“PWB”) (ROBINS holds 40.00% of registered capital)

▪ PWB is one of the non-controlling companies of ROBINS. Information received from ROBINS is assumed to be sufficient for this project. In this regard, IFA reviewed the received information and appropriately modified to suit the views of the IFA. IFA cannot access to PWB’s information as in details as ROBINS’s information. ▪ PWB is one of the Companies in Central Retail Group which has been operated since 1996. Growing from a part of electronic department in Central department store, PWB became one of the leading

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electronic products distributors, including IT products, mobiles, gadgets and others with 105 branches nationwide in Thailand. ▪ Revenue from existing branches opened for more than 1 year was considered stable depending on the ability in adjusting its products to respond to its target customer and general market’s growth. IFA assumed growth of sale volume from existing branches opened for more than 1 year in Thailand equal to 2.50% per year based on the forecast growth rate of electronic product retail business (Source: Euromonitor International). ▪ Revenue from new branches IFA assumed revenue from new branches lower than the average revenue of the existing branches in the first year of its establishment as expected by the Company. After a year of establishment, based on Conservative Basis, revenue from new branches was expected to increase to be the same as the average revenue from existing branches opened for more than 1 year. After that the growth of sale volume of these new branches was assumed equal to 2.50% per year based on the forecast growth rate of electronic product retail business (Source: Euromonitor International). ▪ Revenue from sales through Omni-Channel for Omni-Channel or Online channel, the Company has plan to increase its sales volume to be in accordance with current situation that customers are more likely to purchase their goods through online channel due to its convenience. IFA therefore assumed revenue from sales through Omni-Channel during 2019-2023 growing at a rate of 130.00%, 75.00%, 45.00%, 30.00% and 20.00% per year, respectively based on the Company’s expectation. ▪ Cost of sale of goods IFA assumed cost of sale of goods from 2019 onwards based on 3-year average historical proportion of cost of sale of goods to revenue from sale of goods (2016-2018) stable during the projection period. ▪ Selling expense Most of selling expense was directly depend on PWB’s revenue. IFA therefore assumed selling expense from 2019 onwards based on 3-year average historical proportion of selling expense to revenue from sale of goods (2016-2018). ▪ Administrative expense Most of administrative expense was constant. IFA therefore assumed administrative expense growing at a rate of 3.00% per year until the end of projection period. ▪ Capital expenditure consists of investment for branch expansion, investment for existing branches’ renovation and other. IFA assumed based on the Company’s information that during the projection period the Company’s capital expenditure will be as follows:

(Unit: THB million) 2019F 2020F 2021F 2022F 2023F Capital expenditure 659.00 278.00 323.00 355.00 377.00

▪ Cash flow from investments in associate NKT New Solution and Technology Development Investment Joint Stock Company (“NKT”) (ROBINS has interest 40.00% through its holding in PWB’s shares). IFA conducted financial projection for NKT and its subsidiaries operating electronic product and equipment retail business in Vietnam based on information assumed to be sufficient for this project. Discover Management Co., Ltd. Page 57/68

IFA cannot access to NKT’s information in details since ROBINS is not a controlling shareholder of NKT. Nonetheless, based on financial information between 2017 – 2018, IFA’s assumptions are as follows: Assumptions Revenue - Assumed growing at a rate of 6.50% per year based on the forecast growth rate of Gross Domestic Product in Vietnam for 2019 - 2024 (Source: Reuters). Cost - Assumed from 2019 onwards based on 2-year average historical proportion of cost to revenue (2017-2018) stable during the projection period. Selling expense - Assumed from 2019 onwards based on 2-year average historical proportion of selling expense to revenue (2017-2018) Administrative expense - Most of administrative expense was constant. IFA therefore assumed administrative expense growing at a rate of 3.00% per year until the end of projection period

▪ According to previous assumptions, PWB’s financial projection in 2019-2023 is as follows: (Unit: THB million) 2016A 2017A 2018A 2019F 2020F 2021F 2022F 2023F Total revenue 17,274.79 18,445.90 19,621.61 22,359.16 25,558.95 28,658.30 31,804.50 34,753.07 Cost of sale of goods 14,386.09 15,569.62 16,359.51 18,840.98 21,537.28 24,148.96 26,800.11 29,284.73 Selling expense 1,627.28 1,771.32 1,933.56 2,111.12 2,440.32 2,695.93 2,945.30 3,210.10 Administrative expense 676.83 710.75 805.92 830.10 855.00 880.65 907.07 934.29 Finance cost 112.42 110.25 129.04 130.68 130.68 130.68 130.68 130.68 Net profits (losses) 383.03 238.12 323.92 357.03 476.53 641.67 817.07 954.62 1/ EBIT(1) 240.40 726.34 932.76 1,152.02 1,323.95 1/ Tax (2) 37.19 119.13 160.42 204.27 238.66 1/ Depreciation(3) 101.98 302.49 295.15 277.60 292.25 1/ Capital expenditure(4) 274.58 278.00 323.00 355.00 377.00 1/ Decrease (increase) in working capital(5) 26.75 -179.88 -175.21 -178.01 -166.30 Cash flow from investments in associate 1/ NKT 93.99 377.58 417.84 460.28 502.43 1/ FreeCashFlowtoFirm=1-(2)+(3)-(4)+(5) 151.35 829.39 987.12 1,152.61 1,336.68 Remark: 1/ In 2019, IFA calculated Free Cash Flow to Firm for the future 5 months before discounted to its present value.

5.7.12. inancial Projection of CRC Sports Company Limited (“SSP”) (ROBINS holds 40,00% of registered capital)

▪ SSP is one of the non-controlling companies of ROBINS. Information received from ROBINS is assumed to be sufficient for this project. In this regard, IFA reviewed the received information and appropriately

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modified to suit the views of the IFA. IFA cannot access to SSP’s information as in details as ROBINS’s information. ▪ From cooperation between Central and Robinson to create sport category killer, Supersport shops has been opened since December 26, 1996 under CRC Sports Company Limited selling clothes, shoes and other sport equipment aiming to be leading sport equipment shop in South East Asia. At the present, SSP has 93 branches nationwide in Thailand both in Central Department Store and stand alone shops. ▪ Revenue from existing branches opened for more than 1 year was considered stable depending on the ability in adjusting its products to respond to its target customer and general market’s growth. IFA assumed growth of sales volume from existing branches opened for more than 1 year in Thailand equal to 2.60% per year based on the forecast growth rate of sport equipment product retail business (Source: Euromonitor International). ▪ Revenue from new branches IFA assumed revenue from new branches lower than the average revenue of the existing branches in the first year of its establishment based on the Company’s assumption. After a year of establishment, based on Conservative Basis, revenue from new branches was expected to increase to be the same as the average revenue from existing branches opened for more than 1 year. After that the growth of sale volume of these new branches was assumed equal to 2.60% per year based on the forecast growth rate of sport equipment product retail businesses (Source: Euromonitor International). ▪ Revenue from sales through Omni-Channel for Omni-Channel or Online channel, the Company has plan to increase its sales volume to be in accordance with current situation that customers are more likely to purchase their goods through online channel due to its convenience. IFA therefore assumed revenue from sales through Omni-Channel during 2019-2023 growing at a rate of 220.00%, 55.00%, 25.00%, 20.00% and 20.00% per year, respectively based on the Company’s expectation. ▪ Cost of sale of goods IFA assumed cost of sale of goods from 2019 onwards based on 3-year average historical proportion of cost of sale of goods to revenue from sale of goods (2016-2018) stable during the projection period. ▪ Selling expense Most of selling expense was directly depend on SSP’s revenue. IFA therefore assumed selling expense from 2019 onwards based on 3-year average historical proportion of selling expense to revenue from sale of goods (2016-2018). ▪ Administrative expense Most of administrative expense was constant. IFA therefore assumed administrative expense growing at a rate of 3.00% per year until the end of projection period. ▪ Capital Expenditure consists of investment for branch expansion, investment for existing branches’ renovation and other. IFA assumed based on the Company’s information that during the projection period the Company’s capital expenditure will be as follows:

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(Unit: THB million) 2019F 2020F 2021F 2022F 2023F Capital expenditure 604.00 564.00 505.00 503.00 508.00

▪ According to previous assumptions, SSP’s financial projection in 2019-2023 is as follows:

(Unit: THB million) 2016A 2017A 2018A 2019F1/ 2020F 2021F 2022F 2023F Total revenue 9,087.55 9,136.40 10,340.60 11,599.24 13,295.50 14,958.10 16,500.21 18,483.55 Cost of sale of goods 5,831.31 5,983.85 6,501.16 7,498.51 8,606.03 9,690.19 10,693.75 11,987.50 Selling expense 1,575.32 1,728.83 2,001.72 1,705.32 1,957.20 2,203.76 2,431.99 2,726.22 Administrative expense 703.09 553.25 667.49 654.53 674.17 694.39 715.23 736.68 Finance cost 0.00 0.00 0.01 - - - - - Net profits (losses) 790.31 707.44 953.21 1,171.33 1,350.95 1,571.06 1,813.49 2,056.74 1/ EBIT(1) 610.07 1,688.68 1,963.82 2,266.86 2,570.93 1/ Tax (2) 122.01 337.74 392.76 453.37 514.19 1/ Depreciation(3) 115.30 369.41 405.93 392.38 462.22 1/ Capital expenditure(4) 251.67 564.00 505.00 503.00 508.00 Decrease (increase) in working 1/ capital(5) 0.51 -155.32 -152.01 -140.65 -181.44 1/ FreeCashFlowtoFirm=1–(2)+(3)–(4)+(5) 352.20 1,001.04 1,319.99 1,562.23 1,829.53 Remark: 1/ In 2019, IFA calculated Free Cash Flow to Firm for the future 5 months before discounted to its present value.

5.7.13. Terminal Value IFA assumed a growth rate of 3.40% per year for the Company’s future free cash flow after the projection period using the forecast growth rate of department stores and retail businesses (Source: Euromonitor International) which is the most suitable growth rate for the Company’s future free cash flow after the projection period (Terminal Value).

5.7.14. Discount Rate The discount rate applied to the calculation of the present value of free cash flow is the Weighted Average Cost of Capital (WACC) based on the capital structure of ROBINS, which derived from the weighted average of Cost of Debt (Kd) and Cost of Equity (Ke) of ROBINS and IFA assumed no capital increase during the projection period. Details of discount rate will be as follows;

WACC = Ke*E/(D+E) + Kd*(1-T)*D/(D+E) whereby

Ke = Cost of equity or shareholders’ required rate of return (Re)

Kd = Cost of debt or loan interest rate T = Corporate income tax rate E = Total shareholders’ equity D = Interest-bearing debt

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Cost of equity (Ke) or the required rate of return for shareholders (Re) is derived from the Capital Asset Pricing Model (CAPM) as follows;

Ke (or Re) = Rf + β (Rm - Rf) whereby

Risk Free Rate (Rf) = 2.08% p.a. based on 15-year government bond yield (information as of July 25, 2019) which is align with the average returns on investment in the SET. Beta (β) = 1.13 in reference from ROBINS’s 3-year average historical data until July 25, 2019 which IFA views that this beta can reflect the price fluctuation and current investors’ overview to the Company (Source: Bloomberg).

Market Risk (Rm) = 10.79% p.a. based on the average returns on investment in the SET over the past 15 years during 2005 – July 2019 as it could reflect the return most appropriately and has low effect from the fluctuation in market price.

Kd = Estimated loan interest rate of the Company. D/E Ratio = Estimated Debt to Equity Ratio each year. T = 20.00% Corporate income tax rate p.a.

From mentioned information for calculation, WACC of the Company can be summarized as follows; 2019F 2020F 2021F 2022F 2023F WACC (%) 11.69% 11.90% 11.90% 11.90% 11.90%

Free Cash Flow of the Company can be summarized as follows: (Unit: THB million) 2016A 2017A 2018A 2019F1/ 2020F 2021F 2022F 2023F ROBINS’s Free Cash Flow 880.821/ 2,959.78 3,085.63 3,714.28 4,142.83 PWB’s Free Cash Flow (held 40.00%) 60.541/ 331.76 394.85 461.05 534.67 SSP’s Free Cash Flow (held 40.00%) 140.881/ 400.42 527.99 624.89 731.81 1,082.24 3,691.95 4,008.47 4,800.22 5,409.32 Total Free Cash Flow 1/ 1,033.51 3,150.73 3,057.01 3,271.47 3,294.48 Present Value of Free Cash Flow 1/ Remark: 1/ In 2019, IFA calculated Free Cash Flow to Firm for the future 5 months before discounted to its present value. (Unit: THB million) PV of Terminal Value 40,068.22 Total PV of Free Cash Flow 53,875.41 Add: Cash and short-term investment as of March 31 June 30, 2019 1,163.40 Less: Interest-bearing liabilities as of March 31 June 30, 2019 -1,264.71 Net PV of Free Cash Flow 53,774.10 Number of paid-up shares (share) 1,110,661,133.00 Net PV of Free Cash Flow per share (THB/Share) 48.42

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Moreover, IFA also conduct Sensitivity Analysis of share value by adjusting the discount rate or WACC with ± 0.50 percent per annum.

Discount Rate: WACC per annum +0.50% 0% -0.50% Share Price of ROBINS (THB/Share) 45.60 48.42 51.59

From the Sensitivity Analysis, the share price of ROBINS will be THB 45.60 – 51.59 per share (total value is between THB 50,642.28 – 57,299.29 million) which is lower than the Offer Price at THB 66.50 per share by THB (20.90) – (14.91) per share or (31.43%) - (22.42%), respectively.

Discounted Cash Flow Approach reflects the Company’s ability to generate profits and future cash flows estimated from the forecasted future net cash flows based on the historical performance, ability to operate and generate profit in the future under current economic situation and future operating performance assumptions of the Company. Therefore, IFA views that this approach shall reflect the real value of the Company. Therefore, IFA views that this approach is suitable for evaluating the value of ROBINS’s shares for this valuation.

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6. Summary of Share Valuation Following table is the summary of different approaches used to evaluate the Company’s share value compared with Offer Price. (Unit: THB/share) Higher (Lower) than Higher (Lower) than Valuation approaches Share values Offer Price Offer Price Offer Price (THB/share) (%) 1) Book Value Approach 15.97 66.50 (50.53) (75.98) 2) Adjusted Book Value Approach 25.89 66.50 (40.61) (61.07) 3) Market Price Approach 1/,2/ 54.94 - 61.99 66.50 (11.56) – (4.51) (17.38) – (6.79) 4) Price to Book Value Ratio Approach (P/BV Ratio) 133.14 – 149.34 66.50 66.64 – 82.84 100.21 – 124.57 5) Price to Earnings Ratio Approach (P/E Ratio) 89.81 – 94.79 66.50 23.31 – 28.29 35.05 – 42.54 6) Precedent Transaction Comparable Approach 27.59 – 127.53 66.50 (38.91) – 61.03 (58.51) – 91.77 7) Discounted Cash Flow Approach 1/,3/ 45.60 - 51.59 66.50 (20.90) – (14.91) (31.43) – (22.42) Remark: 1/ Appropriated Approaches for this valuation of the Company’s shares in the Opinion of IFA 2/ Information up to July 25, 2019 3/ The value of the Company’s shares was calculated from WACC ranging between 11.69 – 11.90.

These share evaluation approaches have its different advantages and disadvantages reflecting the appropriateness of the calculated share prices as follows: 1) Book Value Approach only reflects financial position of the Company at one point in time. It does not consider current market value of the asset and the Company’s ability to earn profit in the future and the competitiveness of the business, but it can be used as a reference price to reflect the basic price of the Company’s shares. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation. 2) Adjusted Book Value Approach can reflect better assets’ values than the 1st method (Book Value Approach) due to the fact that book value will be adjusted with new appraised value of land related to assets or taxes to reflect the market value or fair value and dividend payment then divided by the number of

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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 shares. However, this method also does not take into account the ability to earn profits and operating results in the future. Since this Delisting is part of the Restructuring Plan of Central Retail not a normal delisting, after the Delisting of ROBINS, Central Retail will be listed on the SET and the Company’s shareholders who accept the Conditional Exchange Offer will become Central Retail’s shareholders through their Shares Considerations without losing its trading liquidity. Such Shares Consideration pursuant to a swap ratio for the exchange of the shares in the Company will be derived from the book-building process in the future represented as a market price. Therefore, using adjusted book value for exchanging with market value might not appropriate. IFA believes this method may not be able to reflect the real value of the Company and not suitable to be a reference price in doing Share Swap with Central Retail. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’ shares for this valuation. 3) Market Price Approach considers traded prices of the Company’s shares which are determined by the supply and demand of the Company's stock. The approach assumes that the traded prices reflect the value of the stocks at that time, the fundamentals of the stocks and the views of investors on the Company's future growth potential. Moreover, ROBINS’s shares were selected to be in SET50 index and MSCI index reflecting reasonable liquidity and in the past 3 years trading volume turnover ratio of the Company’s share was 0.21% of the Company’s total paid-up shares (PPT, SCC and AOT had trading volume turnover ratios of its shares at 0.23%, 0.23% and 0.23%, respectively). The market value of the Company in the past therefore could be used as a reference price and appropriate approach for reflecting actual value of the Company’s shares. Therefore, IFA views that this approach is suitable for evaluating the value of ROBINS’ shares for this valuation. 4) Price to Book Value Ratio Approach takes into account the Company’s financial statement at one point in time by comparing to the set of referrals companies. This approach assumes that the Company’s capability and potential are comparable among the group of companies. However, this method does not consider the Company’s ability to earn profits and operating results in the future. In addition, the group of comparable companies selected by IFA (CPALL, MAKRO, HMPRO and GLOBAL) is in the same sector as ROBINS but their main revenues come from different products and factors compared to ROBINS. This approach using accounting-based numbers is also affected by different accounting policies among companies. In addition, it only reflects historical information not the Company’s operation in the future. Therefore, IFA believes that there could be discrepancies in the Company’s share value evaluated from this approach. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation. 5) Price to Earnings Ratio Approach takes into account of the Company’s current profit by comparing to the set of referral companies. This method is quite popular to estimate the Company’s value under the assumption that the Company’s ability has to be similar to others in the group. In addition, the group of comparable companies selected by IFA (CPALL, MAKRO, HMPRO and GLOBAL) is in the same sector as ROBINS but their main revenues come from different products and factors compared to ROBINS. This approach using accounting-based numbers is also affected by different accounting policies among companies. In

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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 addition, it only reflects historical information not the Company’s operation in the future. Therefore, IFA believes that there could be discrepancies in the Company’s share value evaluated from this approach. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation. 6) Precedent Transaction Comparable Approach compares past merger and acquisition transaction in order to evaluate the Company’s shares by using past merger and acquisition transaction in retail industry in Asia. However, this approach involves various volatile factors such as sizes, countries and periods. Moreover, this transaction is a part of business group’s restructuring in which Central Retail already has shareholding proportion with control over the Company and might be different from comparable transactions. As a result, there could be large discrepancies in the Company’s share value evaluated from this approach. Therefore, IFA views that this approach is not suitable for evaluating the value of ROBINS’s shares for this valuation. 7) Discounted Cash Flow Approach reflects the Company’s ability to generate profits and future cash flows estimated from the forecasted future net cash flows based on the historical performance, ability to operate and generate profit in the future under current economic situation and future operating performance assumptions of the Company. Therefore, IFA views that this approach shall reflect the real value of the Company. Therefore, IFA views that this approach is suitable for evaluating the value of ROBINS’ shares for this valuation. IFA has opinion that Market Value Approach and Discounted Cash Flow Approach are appropriate for this valuation. The evaluated price range of ordinary shares is between THB 45.60 – 61.99 per share.

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7. Summary of Independent Financial Advisor’s Opinion 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 as part of its preparation for an IPO. For making a tender 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 by issuing the Shares Consideration for the Conditional Exchange Offer. The conditions precedent are that the Delisting of the securities requires an approval from the shareholder’s EGM No.1/2019 which will be held on September 5, 2019 and approval from SET and waiver, permission, approval or consent from related regulation authority. After the mentioned processes have been completed, Central Retail will conduct the tender offer of the Company’s shares in order to delist the shares from the SET which is expected to start within 10 business days after Central Retail’s prospectus is declared effective. In addition, the Delisting of the Company’s shares from the SET depends on the tender offering’s conditions of Central Retail which are part of the Restructuring Plan of Central Retail (Details as specified in Clause 2.7. Expected Timetable and Tender Offering’s Conditions of Central Retail). After considering related factors affecting the Company and its shareholders, IFA views that the Delisting of the Company’s shares is appropriate, and the shareholders should approve the transaction due to the following reasons:

1. The Conditional Exchange Offer at a price of THB 66.50 per share is appropriate in which IFA has evaluated the Company’s share price ranging between THB 45.60 – 61.99 per share. (Unit: THB/share) Higher (Lower) than Higher (Lower) than Valuation approaches Share values Offer Price Offer Price Offer Price (THB/share) (%) 1) Book Value Approach 15.97 66.50 (50.53) (75.98) 2) Adjusted Book Value Approach 25.89 66.50 (40.61) (61.07) 3) Market Price Approach 1/,2/ 54.94 - 61.99 66.50 (11.56) – (4.51) (17.38) – (6.79) 4) Price to Book Value Ratio Approach (P/BV Ratio) 133.14 – 149.34 66.50 66.64 – 82.84 100.21 – 124.57 5) Price to Earnings Ratio Approach (P/E Ratio) 89.81 – 94.79 66.50 23.31 – 28.29 35.05 – 42.54 6) Precedent Transaction Comparable Approach 27.59 – 127.53 66.50 (38.91) – 61.03 (58.51) – 91.77 7) Discounted Cash Flow Approach 1/,3/ 45.60 - 51.59 66.50 (20.90) – (14.91) (31.43) – (22.42) Remark: 1/ Appropriated Approaches for this valuation of the Company’s shares in the Opinion of IFA 2/ Information up to July 25, 2019 3/ The value of the Company’s shares was calculated from WACC ranging between 11.69 – 11.90.

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Discover Management Company Limited as Independent Financial Advisor hereby certifies that the opinions have prudently been provided in compliance with the professional standards and principles, with due regard to the shareholders’ benefits.

Yours sincerely, Discover Management Company Limited

(Mr. Vuthichai Tumasaroj) (Miss Kanokporn Pongjetanapong)

Director Director

รองกรรมการผู้จัดการ รองกรรมการผู้จัดการ

(Mr. Vuthichai Tumasaroj) Supervisor

Contact: Discover Management Co., Ltd.

02-651-4447 [email protected]

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Attachment 1 Business Overview and Performance ROBINSON PUBLIC COMPANY LIMITED (“the Company” or “ROBINS”) 1. General Information Company Name : ROBINSON PUBLIC COMPANY LIMITED Address : 9/9 14-17 Floor, Rama 9 Road, Huai Khwang Bangkok Telephone : 0-2169-2500 Fax : 0-2169-2577 Type of Business : Robinson Public Company Limited operated the department store business under the brand ‘Robinson’ and the shopping mall under the brand ‘Robinson Lifestyle’ across the country. Currently, the Company has 49 stores, comprising of 11 stores in Bangkok Metropolitan Area and 38 stores in the upcountry, and 1 department store in Vietnam. Registered Number: 0107536000412 Website : http://robins.listedcompany.com Registered Capital : THB 3,942,847,022.15 with 1,110,661,133 number of shares and Par value at THB 3.55 per share Capital Paid-Up : THB 3,942,847,022.15 with 1,110,661,133 number of shares and Par value at THB 3.55 per share

2. Information of the Company

2.1. Background and Important Development Robinson Public Company Limited operated the department store business under the brand “Robinson” and the shopping mall under the brand “Robinson Lifestyle” across the country. Currently, the Company has 49 stores, comprising of 11 stores in Bangkok Metropolitan Area and 38 stores in the upcountry, and 1 store in Vietnam (excluding in Ho Chi Minh City which is under Trademark Licensing Agreement). 5-year History and Major Development 2014 Since January 4, 2014, Mr. Alan George Thomson had been the President of the Company, succeeding Mr. Preecha Ekkunagul who resigned. Mr. Alan George Thomson had a vision to drive the Company as ‘To profitably grow our market share’. The Company agreed to establish, a subsidiary company called, Robinson Department Store Vietnam Joint Stock Company with aim to invest in retail business in Vietnam. Our department store was officially opened in Hanoi. This marked an important step on improving the Company’s growth. Moreover, the Company actively expanded its stores by opening five new Lifestyle Centers in Chachoengsao, Roi-Et, Samutprakan, Prachinburi, and Mukdahan. Moreover, the Company received Thailand Labour Management Excellence Award for Labour Relations and Welfare

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

from Department of Labour Protection and Welfare, Ministry of Labour for 9 years consecutively. 2015 The Company continuously expanded its stores by opening four new stores which were three lifestyle centers in Burirum, Srisaman, and Maesot and one department store in shopping mall at Rayong. In addition, the Company made a continuous refurbishment on its existing stores to be modernized and cater ever-changing demands and diverse lifestyles of customers in each location. The Company closed down Robinson Latya on May 6, 2015 due to rental contract expired. Moreover, the Company received Thailand Labour Management Excellence Award for Labour Relations and Welfare from Department of Labour Protection and Welfare, Ministry of Labour for 10 years consecutively. 2016 The Company actively expanded its stores by opening two new stores which were one department store in shopping mall at Nakorn Si Thammarat and one Lifestyle Center in Lopburi. Taking ‘Eat-Shop-Play’ as its lifestyle mall concept, making Lopburi as the first store to have integrated layout. The Company also made continuous refurbishment on its existing stores. In addition, the Company provided more varieties for gift shop category by having “Just Buy” and introduced “Great Value” products under the concept of one price throughout 365 days. Moreover, the Company received Thailand Labour Management Excellence Award for Labour Relations and Welfare from Department of Labour Protection and Welfare, Ministry of Labour for 11 years consecutively. 2017 In parallel to the present business operation and the future plans, ‘Robinson Department Store Public Company Limited’ was renamed to ‘Robinson Public Company Limited’. After the resignation of Mr. Alan George Thomsan, Mr. Wuttikiat Techamongklapiwat was appointed as the President. Our dynamic store expansion included three stores, namely Robinson Lifestyle Phetchaburi, Robinson Department Store Mahachai, and Robinson Lifestyle Kamphaengphet as part of the initial developmental attempt to serve a compact-size lifestyle center in a small city with fewer populations. However, the Company sold its investment in Ubonratchathani 1 because Ubonratchathani 2 was able to sufficiently fulfill the local demand and could well response to the province’s economic growth. As for the key organizational achievements, the Company was assessed by the AGM Assessment Project with 100 score (or excellent) by the Thai Investors Association. Additionally, the Company received Outstanding Investor Relations Award in SET Awards 2017, a recognition conferred to SET-listed companies with an acclaimed investor relations performance. Lastly, the Company also received Thailand Labour Management Excellence Award for Labour Relations and Welfare from Department of Labour Protection and Welfare, Ministry of Labour for 12 years consecutively.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2018 The Company actively expanded its stores by opening two new stores. The first one was Robinson Lifestyle Chonburi which debuted at the strategic location of the Amata Nakorn Industrial Estate covering 36,000 square meters in total. The second one was Robinson Lifestyle Chaiyaphum in the area of 32,000 square meters, expanding space for restaurants and food centers to attract customers. Additionally, the Company continued expanding private label products by introducing softline home products under the ‘Haven’ brand, stylish women apparel under the ‘Seoulista’ brand, and menswear under the ‘Emilio Valentino’ brand. Furthermore, the Company provided the new online shopping platform to facilitate customers through ‘Robinson Chat & Shop’, offering a personal shopping assistance on LINE ID @RobinsonOnline with three rapid shopping stages - order, pay, deliver. Moreover, the Company was rated 5 stars in Corporate Governance Assessment from the Thai Institute of Directors (IOD) and assessed by the AGM Assessment Project with 100 score (or excellent) by the Thai Investors Association. Also, the Company received Outstanding Investor Relations Award in SET Awards 2018, a recognition conferred to a SET-listed company with exceptional investor relations for two years in a row and received Thailand Labour Management Excellence Award for Labour Relations and Welfare from Department of Labour Protection and Welfare, Ministry of Labour for 13 years consecutively. 2019 January: In keeping with the Company’s continuous business expansion plan, Robinson Department Store Phayao was launched and has become the Store’s latest branch. Considered the 49th branch of its kind, this new shopping mall adopts a new compact style and format and occupies an approximate 3,300 square meters area within the premise of Tops Plaza Phayao. Having recently thrived to become the latest shopping destination and relaxing area of the province, this brand-new shopping venue has successfully responded to the demands of both locals of Phayao, as well as those in nearby provinces. In addition to that, the top-notch E-Ordering service, which is about transforming store sales staff into a consultant to advice customers to shopping online in case of product unavailable in store, is also integrated at the store to better cater to every discerning demand of customers similar to large-scale branches. In doing so, it is believed to further pave way for the branch towards becoming a truly Omni-Channel Department Store.

Currently, the Company has 50 stores, comprising of 49 stores in Bangkok Metropolitan Area and upcountry. In addition, there is 1 store in Vietnam. The details are as follows: Subsidiaries in Thailand Subsidiaries Name Open date 1 Robinson PCL Sukhumvit Branch Robinson Sukhumvit December 1, 1990 2 Robinson PCL Bangrak Branch Robinson Bangrak November 11, 1992

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Subsidiaries Name Open date 3 Robinson PCL Srinakarin Branch Robinson Seacon August 21, 1994 Square 4 Robinson PCL Rangsit Branch Robinson Future Park March 18, 1995 Rangsit 5 Robinson PCL Ramintra Branch Robinson Fashion Island June 1, 1995 6 CR Udonthani (Thailand) Co., Ltd. Robinson Udon Thani August 30, 1995 7 CR Phuket (Thailand) Co., Ltd. Robinson Ocean Phuket October 12, 1995 8 CR Nakorn Sri Thammarat (Thailand) Co., Ltd. Robinson Ocean Nakorn October 27, 1995 Sri Thammarat 9 CR Had Yai (Thailand) Co., Ltd. Robinson Had Yai December 1, 1995 10 CR Chiangmai (Thailand) Co., Ltd. Robinson Chiangmai January 26, 1996 11 Robinson PCL Sriracha Branch Robinson Sriracha May 31, 1997 12 CR Ratchaburi (Thailand) Co., Ltd. Robinson Ratchaburi November 1, 1997 13 CR Chantaburi (Thailand) Co., Ltd. Robinson Chantaburi January 16, 1998 14 Robinson PCL Rattanathibet Branch Robinson Rattanathibet August 25, 2005 15 Robinson PCL Ayutthaya Park Branch Robinson Ayutthaya November 16, 2006 16 CR Phuket (Thailand) Co., Ltd. Robinson Ocean August 31, 2007 Jungceylon 17 Robinson PCL Chonburi Branch Robinson Chonburi May 29, 2009 18 Robinson PCL Khonkaen Branch Robinson Khonkaen December 3, 2009 19 Robinson PCL Trang Branch Robinson Trang November 11, 2010 20 Robinson PCL Chiangrai Branch Robinson Chiangrai March 30, 2011 21 Robinson PCL Phitsanulok Branch Robinson Phitsanulok October 20, 2011 22 Robinson PCL Param 9 Branch Robinson Param 9 December 14, 2011 23 Robinson PCL Suphanburi Branch Robinson Suphanburi March 2, 2012 24 Robinson PCL Bangna Branch Robinson Bangna May 3, 2012 25 Robinson PCL Suratthani Branch Robinson Suratthani October 11, 2012 26 Robinson PCL Bangkae Branch Robinson Bangkae November 3, 2012 27 Robinson PCL Lampang Branch Robinson Lampang November 30, 2012 28 Robinson PCL Kanchanaburi Branch Robinson Kanchanaburi February 28, 2013 29 Robinson PCL Ubon Ratchathani 2 Branch Robinson Ubon April 5, 2013 Ratchathani 2 30 Robinson PCL Sakonnakon Branch Robinson Sakonnakon June 27, 2013

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Subsidiaries Name Open date 31 Robinson PCL Saraburi Branch Robinson Saraburi November 22, 2013 32 Robinson PCL Surin Branch Robinson Surin December 20, 2013 33 Robinson PCL Chachoengsao Branch Robinson September 12, 2014 Chachoengsao 34 Robinson PCL Roi Et Branch Robinson Roi Et October 3, 2014 35 Robinson PCL Samutprakan Branch Robinson Samutprakan October 31, 2014 36 Robinson PCL Prachinburi Branch Robinson Prachinburi December 4, 2014 37 Robinson PCL Mukdaharn Branch Robinson Mukdaharn December 19, 2014 38 Robinson PCL Rayong Branch Robinson Rayong May 27, 2015 39 Robinson PCL Buriram Branch Robinson Buriram July 29, 2015 40 Robinson PCL Srisamarn Branch Robinson Srisamarn November 11, 2015 41 Robinson PCL Maesot Branch Robinson Maesot December 18, 2015 42 CR Nakorn Sri Thammarat (Thailand) Co., Ltd. Robinson Ocean Nakorn July 28, 2016 Sri Thaamarat 2 43 Robinson PCL Lopburi Branch Robinson Lopburi December 16, 2016 44 Robinson PCL Phetburi Branch Robinson Phetburi May 19, 2017 45 Robinson PCL Mahachai Branch Robinson Mahachai November 23, 2017 46 Robinson PCL Kampangphet Branch Robinson Kampangphet December 8, 2017 47 Robinson PCL Chonburi 2 Branch Robinson Chonburi 2 June 27, 2018 48 Robinson PCL Chaiyaphum Branch Robinson Chaiyaphum December 1, 2018 49 Robinson PCL Phayao Branch Robinson Phayao January 25, 2019 Foreign branches Branch Name Open date 1 ROBINS Department Store - Royal City ROBINS Hanoi April 20, 2014

2.2. Nature of Business Robinson Public Company Limited has operated retail business over 3 decades with extensive network of both local and international partners. The Company offers variety of high-quality and value-for-money products to cater every group of customers. Currently, the Company operates 49 stores in nationwide and 1 store in Vietnam (excluding in Ho Chi Minh City which is under Trademark Licensing Agreement). The retail business structure divided into 3 segments as follow: 2.2.1. Department Stores Currently, the Company operates 50 stores of department stores, of which 49 stores are in Thailand and 1 store in Vietnam (excluding in Ho Chi Minh City which is under Trademark Licensing Agreement). Aside

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited from house brands, our wide array of products on offer range from local and overseas top brands to licensed products targeted at domestic sales such as household items, small electric appliances, shoes, clothes, luggage, amongst many others. Some of examples are Cuizimate, Haven, F.O.F, Pacific Union, Proofs, Just Buy, Thompson and LIV. The merchandise display is in our physical stores and on our website: (www.robinson.co.th). In 2018, the Company continually achieved product development with suppliers and succeeded in in-depth data analyze of The 1’s members. For this reason, the Company managed to select and offer modern goods in high demand, raising the variety of products with reasonable prices to resonate with customers’ lifestyles and needs. In addition, instead of looking for products and services in a traditional way, consumers nowadays are constantly seeking for a new height of shopping experience, an utmost convenience together with personalized customer service. Having realized this, the Company’s latest business strategy is becoming more oriented towards a digital world. By integrating leading-edge technological innovation into both online and offline platforms, the Company is believed to endlessly offer its full spectrum of services, while enabling customers’ shopping convenience to the utmost. 2.2.2. Shopping Malls Currently, the Company operates 22 shopping malls nationwide, of which 2 stores are in Bangkok Metropolitan Area and 20 stores in provincial areas. It is now a full-fledged shopping mall with full tenants. It includes department stores, food centers, premier restaurants, movie theatres, financial service, supermarkets, water parks or playground, fitness centers, and other facilities within the shopping malls. Moreover, the Company ceaselessly develops the shopping malls to satisfy customers’ dynamic lifestyles. Therefore, in order to achieve its targeted goal, the Company focuses on creating memorable customer experience more than just shopping via implementing a string of marketing activities, on par with unveiling new shopping zones and introducing numerous exclusive services. What’s more, thanks to state-of-the-art Big Data systems or the analysis of The 1’s member database, the Company is able to more efficiently cater to customers’ specification. Besides, aiming to push forward its shopping malls to become the center of community in each area, the Company has successively launched a number of seasonal marketing and promotional marketing campaigns during festivals and special occasions, as well as assist and develop small-sized entrepreneurs to ensure that they can sustainably grow with the Company. 2.2.3. Omni-channel Business With the recent roll out of new online platform, the Company is poised to fully integrate the online and offline experience, bringing superior shopping journey to our customers nationwide. The platform is the core, housing the data, content, and being the main touch point of our customers in the omni-channel experience. Customers are able to inspire with our content and digital touchpoints, discover the products and shopping experience within our physical stores, transact and monitor their shopping experience through our application, repurchase the products through our online platform. We will be rolling out newer, more state-of- the-art technology on our digital platform and in our physical store to further enhance the customer’s experience and increase revenue, making the current customers even more loyal and valuable to the Company.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2.3. Product Characteristics Structure of revenues from sales of goods: Net sales (%) Categories of Products Jan-Jun 2019 2018 2017 2016 Signature Categories and Playing to Trends 76 77 76 74 Other Categories 24 23 24 26 Total 100 100 100 100

1. Signature categories and playing to trends 1.1 Signature categories are the Company’s outstanding products which aim to be number one in customers’ mind in each destination and be able to meet the customers' dynamic lifestyle. Moreover, the Company has launched house brands featuring some merchandise category to offer more variety of products. Signature categories and playing to trends are as follows: 1.1.1 Health and Beauty category provides the variety of products which comprise of cosmetics, makeup products, skincare products, perfumes, and other health and beauty products with reasonable prices; 1.1.2 Home category comprises of beddings, kitchenware, home decoration, household items and small appliances. All of which are available in variety of designs with the best quality; 1.1.3 Ladies and Men Accessories category comprise of shoes as well as handbags for both men and women and several types of luggage; 1.1.4 Jeans and Unisex category comprises of multitude of denim products from leading brands both local and international brands. 1.1.5 Kids category comprises of children’s wear, utensils and toys for newborn to grown-up kids with primary concern on standard and products' safety; 1.1.6 Lingerie category comprises of women’s lingerie, pajamas, and swimming suits; 1.2 Playing to trends: the products focusing on current trend of customers such as Ath-Leisure products and lifestyle and gift shop products (Just Buy). 2. Other categories comprise of group of products as follows: 2.1 Ladies and Men Fashion category comprises of clothing and apparels for both ladies and men. Such categories are available in various styles such as fashion clothes, work outfits and casual outfits. 2.2 Watch and Jewelry category comprises of watch and various types of jewelry and accessories; 2.3 Others aside from the aforementioned types, the Company has offered other types of products such as automobile tools and equipment, stationery and etc.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

The Company's merchandising management can be divided into two sections: 1. Private Label 1.1 House brand products: The Company continuously develops these products’ groups, in particular best-selling products, by ensuring modernized appeal, quality, variety, reasonable prices, including distribution planning and new displays to fulfill new generations’ lifestyles as well as specific customer groups. The Company is believed to create effective brand awareness among customers and placed a strong emphasis on its differentiated merchandises in conjunction with strategic marketing campaigns. These house-brand products are available exclusively at Robinson’s stores. 1.1.1 Home products Focusing on modernity in line with new generations’ lifestyle, the home products are offered through collections that allow customers to match products with their home decoration needs. Furthermore, our constant product development ensures that the quality can respond to new generation with health-conscious awareness. Currently, the Company’s home section showcases 4 house brands as detailed below: 1.Cuizimate: is our decade-long kitchenware and home appliance brand embellishing with stylish, modern appeals and quality akin to top-of-the-line brands. 2. Haven: presents home decoration and toilet ware collections that cater to younger customers’ lifestyles. Similarly, the complete range of bedding products were introduced to feature seasonally-thematic pillows, sheet collections, toppers, etc. that are offered in year- round collections. 3.Thompson: is a modernized, small home appliance under the “Make Life Simpler” vision dedicated to all new-age needs. 4. LIV: is the most recent brand of products for household appliances and home decoration which is developed to be stylish in design with high standard quality at affordable prices in order to provide more alternatives for consumers, while expanding the Company’s customer base. 1.1.2 Fashion products The Company continuously develops women and men apparels with an emphasis on basic items that focus on good quality and reasonable prices. 1.1.3 Kids products category The Company has constantly developed its kids’ product lines. Currently, kid product can be categorized into two sections – for newborn babies & toddlers and for grown-up children. In 2019, the Company has expanded this product line to cover every age bracket of children so as to add more variety of its products and designs, while enabling a more convenient purchasing channel for quality products at affordable prices. Moreover, the Company distinguishes from the competitors by providing services and year-round activities

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

to attract more customers, such as Mom & Baby Club, breast-feeding rooms and mom assistant to help consulting on baby products. 1.1.4 Lifestyle and gift shop products (Just Buy) The Company enlarges the product types to cover all customers’ needs from wide range group; from children and teenagers to working people, which focuses on lifestyle gift shop products. In addition, the Company applies new technology to make the products more interesting, modern and different from competitors. Lifestyle and gift shop products section offers variety of products such as fashion, gadget, stationery, dolls, and seasonal products, etc. Product categories Brands Kitchenware and small appliance Cuizimate, Thompson, LIV Home decoration and bedding Haven Women and men fashion F.O.F, Pacific Union, Emilio Valentino Shoes, bags, luggage and ladies’ accessories F.O.F, Pacific Union, Proofs Kids products F.O.F Kids Lifestyle and gift shop products Just Buy

1.2 Licensed brand: Well-known international brands which are exclusively available at Robinson’s stores such as shoes and bag product and kid product.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2.4. Structure of the Company and its Subsidiaries idiaries Robinson Pcl.

40.00% 99.99% 99.86% 60.00%

99.80% 89.99% 40.00% 10.00% 60.00%

100.00% 33.33% 33.33%

99.92% 64.99% 33.33% 35.00% 33.33% 52..00% 24.00%

50.00% 12.00% 49.99% 49.99% 50.00% CR Nakorn Sri Thammarat Nakorn Sri Thammarat

Ocean Group Co., Ltd. 12.00% 99.99% (Thailand) Co., Ltd. 25.00% 49.99% 50.00% 26.99%

76.00% 24.00% 24.00% 12.00%

25.00% 12.00%

Source: the Company

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2.5. The Company, its Subsidiaries and associates Paid-up capital Company’s name Nature of business (THB) Robinson Public Company Limited 3,942,847,022 Retail business operator. Current business includes department stores under the "Robinson" brand and shopping malls under the "Robinson Lifestyle" brand in Bangkok and upcountry areas. The stores include Sukhumvit, Bangrak, Bangkae, Srinakarin, Fashion Island, Rangsit, Rattanathibet, Rama 9 , Sriracha, Ayutthaya, Chonburi, Khonkaen, Trang, Chiangrai, Phitsanulok, Suphanburi, Bangna, Lampang, Suratthani, Kanchanaburi, Ubonratchathani 2, Sakonnakhon, Saraburi, Surin, Chachoengsao, Samutprakarn, Roi-Et, Prachinburi, Mukdahan, Rayong, Burirum, Srisamarn, Maesot, Lopburi, Phetchaburi, Mahachai, Kamphaengphet, Chonburi 2, Chaiyaphum, and Phayao CR (Thailand) Co., Ltd. 3,201,000,000 Holding company to jointly invest in department store business under the “Robinson” brand in seven provinces CR Ratchaburi (Thailand) Co., Ltd. 645,600,000 Operating a department store in Ratchaburi CR Chiangmai (Thailand) Co., Ltd. 220,000,000 Operating a department store in Chiangmai CR Hadyai (Thailand) Co., Ltd. 202,000,000 Operating a department store in Songkhla CR Udonthani (Thailand) Co., Ltd. 225,000,000 Operating a department store in Udonthani CR Chanthaburi (Thailand) Co., Ltd. 130,000,000 Operating a department store in Chanthaburi CR Nakorn Sri Thammarat (Thailand) 560,000,000 Operating department stores in Nakorn Si Thammarat Co., Ltd. CR Phuket (Thailand) Co., Ltd. 177,000,000 Operating department stores in Phuket Robinson Nakarin Co., Ltd. 105,000,000 Dormant company Robinson Sukhumvit Co., Ltd. 100,000,000 Dormant company Robinson Ratchada Co., Ltd. 75,000,000 Dormant company R - Trading (L) BHD 50,000 Investing in businesses Power Buy Co., Ltd. 560,000,000 Operating specialty stores: Electrical appliances CRC Sport Co., Ltd. 370,000,000 Operating specialty stores: Sports accessories Siam Retail Development Co., Ltd. 500,000,000 Owner and management of Fashion Island Square Ritz Plaza Co., Ltd. 125,000,000 shopping mall (Ramintra)

R.S.T. Sky bridge Co., Ltd. 49,395,000 Building and managing the sky train connection to department store Robinson Department Store (Vietnam) USD 10,000,000 Operating department stores in Vietnam Joint Stock Company Vat Refund Center (Thailand) Co., Ltd. 30,000,000 Offering value-added tax (VAT) refund services Source: the Company

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2.6. Total Revenue Structure Revenue structure of the Company and its subsidiaries The Company’s revenue structure during 2016 – 2018 and 6 months of Q2/2019 as follows: 2016 2017 2018 Q2/2019

THB Million % THB Million % THB Million % THB Million % Revenue from sale of goods Robinson Pcl. 19,641 63.84 19,788 64.12 20,764 64.67 4,635 56.19 Subsidiaries1/ 6,437 20.92 6,201 20.09 6,082 18.94 1,056 12.80 Total revenue from sale of goods 26,078 84.76 25,989 84.22 26,846 83.61 5,691 68.99 Rental income 2,926 9.51 3,334 10.80 3,702 11.53 1,970 23.89 Investment income 22 0.07 21 0.07 21 0.07 13 0.16 Other income 1,162 3.78 1,009 3.27 1,023 3.19 520 6.30 Share of profit from associates 580 1.88 507 1.64 515 1.60 54 0.65 Total revenue 30,767 100.00 30,860 100.00 32,107 100.00 8,248 100.00 Source: the Company Remark: 1/ Subsidiaries including CR Ratchaburi (Thailand) Co., Ltd. (Hold shares of 99.99%), CR Had Yai (Thailand) Co., Ltd. (Hold shares of 99.99%), CR Chiangmai (Thailand) Co., Ltd. (Hold shares of 89.99%), CR Udonthani (Thailand) Co., Ltd. (Hold shares of 76.00%), CR Chanthaburi (Thailand) Co., Ltd. (Hold shares of 64.99%), CR Nakorn Sri Thammarat (Thailand) Co., Ltd. (Hold shares of 49.99%), CR Phuket (Thailand) Co., Ltd. (Hold shares of 49.99%) and Robinson Department Store (Vietnam) Joint Stock Company (Hold shares of 99.99%)

3. List of Shareholders and Board of Directors

3.1. Shareholders List of the first 10 major shareholders with number of shares and % of share as of June 28, 2019

are as follows: Rank Shareholders’ name No. of share % of share 1 CENTRAL RETAIL CORPORATION LTD. 308,162,660 27.75 2. C.R.G. SERVICE CO., LTD. 289,645,488 26.08 3. THAI NVDR CO., LTD. 76,134,264 6.85 4. SOCIAL SECURITIES OFFICE 53,026,700 4.77 5. MR. SUTHILAK CHIRATHIVAT 26,615,996 2.40 6. DBS BANK LTD 15,250,000 1.37 7. SOUTH EAST ASIA UK (TYPE C) NOMINEES LIMITED 15,144,754 1.36 8. VIELLA ASSETS LTD. 14,578,677 1.31 9. CREDIT SUISSE AG, SINGAPORE BRANCH 12,879,565 1.16 10. UBS AG SINGAPORE BRANCH 10,918,868 0.98 11. Other Shareholders 283,260,160 25.96 Total Paid-up Capital 1,110,661,133 100.00 Thai Shareholders 984,443,476 88.64 Foreign Shareholders 126,217,657 11.36 Source: the Company

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

3.2. Board of Directors As of June 30, 2019 member of the Company’s Board of Directors comprises of 11 directors. The details are as follows: Name Position 1. Mr. Sudhisak Chirathivat Chairman 2. Mr. Wuttikiat Techamongklapiwat President 3. Mr. Sudhitham Chirathivat Vice Chairman 4. Mr. Prin Chirathivat Director 5. Mrs. Yuwadee Chirathivat Director 6. Mr. Piya Nguiakaramahawongse Director 7. Mr. Pandit Mongkolkul1/ Director 8. Mr. Somchai Apiwattanaporn Independent Director 9. Mr. Yodhin Anavil Independent Director 10. Mr. Charan Mongkolchan Independent Director 11. Mr. Vithaya Chavananand Independent Director Source: the Company Remark: 1/ Mr. Pandit Mongkolkul resigned, effective from July 26, 2019 onwards

4. Financial Statement 4.1. Statement of Financial Position 2016 2017 2018 (Adjusted) Q2/2019 Lists THB THB THB THB Million % Million % Million % Million % Assets Current assets Cash and cash equivalents 2,219.02 8.22% 1,804.71 6.55% 1,893.98 6.69% 1,163.40 4.32% Current investments 35.50 0.13% 4.07 0.01% 3.49 0.01% 3.49 0.01% Trade accounts receivable 1,060.26 3.93% 996.96 3.62% 496.60 1.75% 426.68 1.58% Other receivables 257.35 0.95% 366.50 1.33% 824.54 2.91% 548.12 2.03% Inventories-net 1,970.51 7.30% 2,028.02 7.36% 2,240.51 7.92% 2,276.34 8.45% Other current assets 181.42 0.67% 182.80 0.66% - 0.00% - 0.00% Total current assets 5,724.06 21.20% 5,383.05 19.54% 5,459.12 19.29% 4,418.03 16.40% Non-current assets Investments in associates 2,528.98 9.37% 3,014.73 10.94% 3,528.30 12.47% 3,553.33 13.19% Other long-term investments 207.62 0.77% 207.62 0.75% 207.62 0.73% 207.62 0.77% Investment properties 5,138.42 19.03% 5,653.74 20.52% 6,081.79 21.49% 5,922.55 21.99% Property, plant and equipment-net 9,836.53 36.43% 9,976.29 36.21% 9,456.05 33.41% 9,263.22 34.39% Leasehold rights 2,735.80 10.13% 2,503.40 9.09% 2,375.36 8.39% 2,416.82 8.97% Goodwill-net 45.40 0.17% 45.40 0.16% 45.40 0.16% 45.40 0.17% Deferred tax assets-net 106.37 0.39% 98.60 0.36% 72.01 0.25% 79.14 0.29% Other non-current assets 677.51 2.51% 670.91 2.43% 1,079.56 3.81% 1,030.84 3.83%

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2016 2017 2018 (Adjusted) Q2/2019 Lists THB THB THB THB Million % Million % Million % Million % Total non-current assets 21,276.64 78.80% 22,170.69 80.46% 22,846.09 80.71% 22,518.91 83.60% Total assets 27,000.70 100.00% 27,553.74 100.00% 28,305.21 100.00% 26,936.94 100.00% Source: Consolidated financial statements of the Company

2016 2017 2018 Q2/2019 Lists THB THB THB THB Million % Million % Million % Million % Liabilities and equity Liabilities Current liabilities Short-term loans from financial institutions - 0.00% 14.15 0.05% 517.99 1.83% 1,203.77 4.47% Trade accounts and other payables 4,246.22 15.73% 7,908.79 28.70% 7,262.30 25.66% 5,636.08 20.92% Current portion of long-term loans from financial institutions 2,965.92 10.98% 1,547.27 5.62% 47.24 0.17% 51.44 0.19% Income tax payable 155.16 0.57% 173.87 0.63% 205.86 0.73% 177.58 0.66% Total current liabilities 7,367.31 27.29% 9,644.09 35.00% 8,033.40 28.38% 7,068.87 26.24% Non-current liabilities Long-term loans from financial institutions 3,267.30 12.10% 206.82 0.75% 109.48 0.39% 9.50 0.04% Unearned lease income 38.64 0.14% 42.19 0.15% 37.38 0.13% 35.51 0.13% Accrued leasehold rights 9.70 0.04% 9.00 0.03% 8.30 0.03% 7.60 0.03% Deferred tax liabilities 17.22 0.06% 20.02 0.07% 18.53 0.07% 18.47 0.07% Employee benefit obligations 103.72 0.38% 109.70 0.40% 165.95 0.59% 208.76 0.77% Other non-current liabilities - 0.00% - 0.00% 1,109.94 3.92% 1,123.54 4.17% Total non-current liabilities 3,436.57 12.73% 387.72 1.41% 1,449.58 5.12% 1,403.38 5.21% Total liabilities 10,803.88 40.01% 10,031.81 36.41% 9,482.98 33.50% 8,472.25 31.45% Equity Authorised share capital 3,942.85 14.60% 3,942.85 14.31% 3,942.85 13.93% 3,942.85 14.64% Issued and paid-up share capital 3,942.85 14.60% 3,942.85 14.31% 3,942.85 13.93% 3,942.85 14.64% Additional paid-in capital Surplus on treasury shares 125.38 0.46% 125.38 0.46% 125.38 0.44% 125.38 0.47% Surplus on purchase of interest in associate 21.26 0.08% 21.26 0.08% 21.26 0.08% 21.26 0.08% Retained earnings Appropriated Legal reserve 394.29 1.46% 394.29 1.43% 394.29 1.39% 394.29 1.46% Unappropriated 10,689.96 39.59% 12,043.17 43.71% 13,583.06 47.99% 13,326.30 49.47% Other component of equity (13.83) -0.05% (43.84) -0.16% (46.40) -0.16% (72.19) -0.27%

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2016 2017 2018 Q2/2019 Lists THB THB THB THB Million % Million % Million % Million % Equity attributable to owners of the Company 15,159.90 56.15% 16,483.10 59.82% 18,020.43 63.66% 17,737.89 65.85% Non-controlling interests 1,036.92 3.84% 1,038.84 3.77% 801.80 2.83% 726.80 2.70% Total equity 16,196.82 59.99% 17,521.94 63.59% 18,822.23 66.50% 18,464.69 68.55% Total liabilities and equity 27,000.70 100.00% 27,553.74 100.00% 28,305.21 100.00% 26,936.94 100.00% Source: Consolidated financial statements of the Company

4.2. Statements of Comprehensive Income 2016 2017 2018 Q2/2019 Lists THB THB THB THB Million % Million % Million % Million % Revenue Revenue from sale of goods 26,077.53 86.39% 25,988.75 85.62% 26,845.66 84.98% 5,690.54 69.45% Rental income - 0.00% 3,334.44 10.99% 3,701.52 11.72% 1,970.35 24.05% Investments income 2,947.84 9.77% 20.79 0.07% 21.12 0.07% 13.47 0.16% Other income 1,161.54 3.85% 1,008.83 3.32% 1,023.17 3.24% 519.92 6.34% Total revenue 30,186.91 100.00% 30,352.80 100.00% 31,591.47 100.00% 8,194.28 100.00% Expenses Cost of sale of goods (19,573.71) -64.84% (19,530.08) -64.34% (20,159.16) -63.81% (2,648.18) -32.32% Selling expenses (6,248.43) -20.70% (6,398.31) -21.08% (6,739.92) -21.33% (3,245.17) -39.60% Administrative expenses (1,308.85) -4.34% (1,429.33) -4.71% (1,459.22) -4.62% (765.76) -9.35% Finance costs (84.02) -0.28% (71.22) -0.23% (40.41) -0.13% (9.04) -0.11% Total expenses (27,215.01) -90.15% (27,428.94) -90.37% (28,398.72) -89.89% (6,668.15) -81.38% Share of profit of associates 580.41 1.92% 507.24 1.67% 515.21 1.63% 53.91 0.66% Profit (loss) before tax expense 3,552.31 11.77% 3,431.10 11.30% 3,707.96 11.74% 1,580.05 19.28% Tax expense (555.90) -1.84% (534.16) -1.76% (611.75) -1.94% (274.12) -3.35% Profit (loss) for the year 2,996.41 9.93% 2,896.94 9.54% 3,096.21 9.80% 1,305.93 15.94% Non-controlling interests 181.33 0.60% 155.40 0.51% 159.52 0.50% 63.50 0.77% Profit (loss) attributable to owners of the Company 2,815.08 9.33% 2,741.54 9.03% 2,936.69 9.30% 1,242.43 15.16% Source: Consolidated financial statements of the Company

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

4.3. Statements of Cash Flows 2016 2017 2018 Q2/2019 THB Million THB Million THB Million THB Million Net cash provided by (used in) operating activities 3,472.58 4,995.91 5,113.79 1,007.30 Net cash provided by (used in) investing activities (1,694.16) (2,305.09) (2,163.14) (678.81) Net cash provided by (used in) financing activities (1,641.17) (3,089.50) (2,861.37) (1,055.45) Net increase (decrease) in cash and cash equivalents 137.25 (398.68) 89.28 (726.96) Effect of exchange rate changes on balances held in foreign currencies 0.00 (15.64) (0.01) (3.62) Cash and cash equivalents at January1, 2,081.77 2,219.02 1,804.71 1,893.98 Cash and cash equivalents at December 31, 2,219.02 1,804.71 1,893.98 1,163.40 Source: Consolidated financial statements of the Company

4.4. Financial Ratio

Financial Ratio 2016 2017 2018 Q2/2019 Liquidity Ratio Current Ratio time 0.8 0.6 0.6 0.6 Quick Ratio time 0.4 0.3 0.3 0.2 Cash Ratio time 0.4 0.6 0.5 0.1 Account Receivable Turnover time 26.7 25.3 25.7 48.3 Average Collection Period days 13.7 14.4 14.2 7.6 Inventory Turnover time 10.2 9.8 9.4 9.8 Average Sale (Inventory) Period days 35.9 37.4 38.6 37.2 Account Payable Turnover time 4.4 4.3 4.0 5.0 Average Payment Period days 82.9 85.1 91.3 72.4 Cash Cycle days (33.4) (33.3) (38.5) (27.7) Profitability Ratio Gross Profit Margin % 24.9 24.9 24.9 23.7 Operating Profit Margin % 10.1 9.9 10.2 10.0 Free Cash Flow to EBIT % 111.9 166.8 158.2 65.6 Net Profit Margin % 9.3 9.0 9.3 8.1 Return on Equity % 19.7 17.3 17.0 15.9 Efficiency Ratio Return on Asset % 10.6 10.1 10.5 10.2 Return on Fixed Asset % 27.6 26.9 27.8 26.6 Total Asset Turnover time 1.0 1.0 1.0 1.0 Financial Policy Ratio Debt to Equity Ratio time 0.7 0.6 0.5 0.5 Interest Coverage Ratio time 48.3 78.6 142.7 142.8 Commitment Coverage on Cash Basis time 1.2 1.3 1.5 0.3 Dividend Payout % 49.3 50.6 51.1 - Source: the Company

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

5. Explanation of Operational Performance and Financial Position

5.1. Income Statement 5.1.1. Operational Performance 2016 In 2016, the Company had a total income of THB 30,187 million, an increase of THB 1,424 million or 5.0% from 2015. This can be summarized as follows: Total revenue from sales was THB 26,078 million, which increased by THB 892 million or 3.5% from 2015 from an increase of net sales from new stores that opened in 2015 and 2016. Total investment income was THB 2,948 million, which increased by THB 394 million or 15.4% from 2015. This increase is mainly from a higher rental income. Other incomes totaled THB 1,162 million, rising by THB 138 million or 13.5% from 2015 the reversal of allowance for doubtful accounts. In 2016, cost of sales of goods amounted to THB 19,574 million, an increase of THB 522 million. The cost of sales of goods accounted for 75.1% of net sales, which decreased by 0.4% from 2015. This was mainly due to the Company’s implementation of product mix strategies since 2015 and our focus on signature categories such as health and beauty, unisex products, jeans, kids’ products, home products, and lingerie. In addition, the Company increased its revenue contribution from international brands and private brands which commanded higher margins. The Company also controlled trade promotion and focused more on signature promotions such as the Pay Day promotion or the Wednesday promotions. These helped increase gross margin to 24.9% in 2016, an increase of 0.4% compared to the margins achieved in 2015. In 2016, selling and administrative expenses amounted to THB 7,557 million, an increase of THB 326 million or 4.5% from 2015. This can be attributed to expenses of new stores in 2015 and 2016 such as depreciation, personnel, utility. However, the Company was able to efficiently control expenses of existing stores. In 2016, finance costs amounted to THB 84 million, an increase of THB 5 million or 6.2% from 2015. In 2016, the shares of profit of associates was THB 580 million, an increase of THB 129 million or 28.6% from 2015 (which derived from shares of profit of Power Buy Company Limited with amount of THB 260 million and shares of profit of CRC Sports Company Limited with amount of THB 320 million). These are in line with their business growth. In 2016, the net profit amounted to THB 2,815 million, an increase of THB 662 million or 30.7%. Meanwhile, core profit excluding shares of profit of associates amounted to THB 2,235 million, an increase of THB 533 million or 31.3%. The key drivers are: - Growing rental income.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

- Increasing the proportion of sales of product categories international brand and private brand products and sales promotion, resulting in a higher gross profit margin of 0.4 percent compared to 2015 - Efficient expense management of current subsidiaries - Shares of profit of associates increased by 28.6% yoy - The reversal of allowance for doubtful accounts of THB 270 million. 2017 In 2017, the total sale was THB 25,989 million, decreased by THB 89 million or 0.3% mainly from year-on-year impacted from high base of black clothing sales in 4 Q16 while customers spending, and sentiment remained stagnant early in the year. In 2017, the total investment income was THB 3,355 million, increased by THB 407 million or 13.8% from 2016. The solid growth in total investment income was from rental income of new stores and also good rental income growth of existing lifestyle centers including those resumed full operations after renovation. The average occupancy rate maintained at 99.0%. In 2017, the total income was THB 30,353 million, increased by THB 166 million or 0.5% from 2016. In 2017, gross profits from sales amounted to THB 6,459 million, decreased by THB 45 million. Although sale slightly dropped, the Company could maintain gross profit margin at 24.9% from higher contribution of private label, despite some impacts from product transition period. In 2017, selling and administrative expenses was THB 7,828 million, increased by THB 270 million or 3.6% from 2016 mainly from new stores. However existing stores’ SG&A was in good control. In 2017, financial costs were THB 71 million, decreased by THB 13 million or 15.2% from 2016 resulting from repayment of long-term loans. In 2017, share profit of associates was THB 507 million, decreased by THB 73 million or 12.6% from 2016 (which derived from shared profit from Power buy THB 234 million and Super sport THB 277 million) due to one-off items from flood claims of Power buy in 2016. In 2017, Income tax expense was THB 534 million, decreased by THB 22 million or 3.9% from 2016. In 2017, net profit was THB 2,742 million, decreased by THB 74 million or 2.6% from 2016 as in 2016, the Company recorded one-off items from reversal of bad debts and flood claims from Power buy, total amount of THB 316 million. However, net profit from normal operation, increased by 8.7%. The growth was mainly from steadily growing of rental income with occupancy rate of 99%, higher other income, good expenses control, lower financial costs and income tax expenses. 2018 Revenue from sales of goods increased by THB 857 million or 3.3% from 2017 to THB 26,846 million in 2018, mainly from contribution of newly opened stores and ongoing improvement of product assortment as well as the promotional activities to stimulate customer spending.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Rental income was reported at THB 3,702 million, increased by THB 367 million or 11.0% from 2017. The solid growth was driven by the growth of existing and newly opened lifestyle centers in last year and this year. The average occupancy rate maintained at 99%. Total income was THB 31,591 million, increased by THB 1,239 million or 4.1% from 2017, mainly from sales and rental income growth. Gross profit increased by THB 228 million or 3.5% from 2017 to THB 6,686 million in 2018. The gross profit margin slightly increased by 0.06% to 24.91%. Selling and administrative expenses amounted to THB 8,199 million, increased by THB 372 million or 4.7% from 2017, mainly from expenses of new stores. However, existing stores’ SG&A was in good control. Finance costs decreased by THB 31 million or 43.3% from 2017 to THB 40 million in 2018, resulting from loans repayment. Share of profit of associates was THB 515 million, increased by THB 8 million or 1.6% from 2017. Income tax expense amounted to THB 612 million, increased by THB 78 million or 14.5% from 2017. Net profit was reported at THB 2,937 million, increased by THB 195 million or 7.1% from 2017, mainly from sales and rental income growth. Quarter 2 of 2019 Total sales increased by THB 248 million or 2.0% from 1H18 to THB 12,846 million in 1H19, mainly from contribution of new stores. Rental income was reported at THB 1,970 million, increased by THB 185 million or 10.4% from 1H18. The solid growth was driven by the growth of existing and new lifestyle centers in last year. The average occupancy rate maintained at 99%. Total revenue was THB 15,350 million, increased by THB 511 million or 3.4% from 1H18, mainly from sales, rental income, investment income and other income growth. Gross profit decreased by THB 52 million or 1.7% from 1H18 to THB 3,042 million in 1H19. The gross profit margin was at 23.7%, declined by 0.9% from 1H18. Excluding non-recurring adjustment of rebate/inventory value, gross profit margin was at 23.8%, declined by 0.7% from 1H18, resulted from additional promotional activities to stimulate sales in 2Q19 as well as higher sales mix of lower margin categories. Selling and administrative expenses amounted to THB 4,011 million, increased by THB 228 million or 6.0% from 1H18, mainly from expenses of new stores as well as one-off/special items, i.e. provision for retirement benefits THB (49.8) million, and non-recurring utility charge of THB (23.8) million. Finance costs decreased by THB 15 million or 62.6% from 1H18 to THB 9 million in 1H19, resulting from loans repayment. Share of profit of associates was THB 54 million, decreased by THB 234 million or 81.2% from 1H18, mainly from one-off/special items, i.e. associate’s loss on investment THB (178.4) million and tax expenses of indirect associate in Vietnam THB (37.1) million.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Income tax expense amounted to THB 274 million, increased by THB 1 million or 0.3% from 1H18. Net profit reported at THB 1,242 million, decreased by THB 214 million or 14.7% from 1H18, mainly from one-off/special items: 1) associate’s loss on investment THB (178.4) million, 2) provision for retirement benefits of THB (49.8) million, and 3) tax expenses of indirect associate in Vietnam THB (37.1) million. Excluding these one-off/special items, net profit increased by 3.6% from 1H18. In addition, The Group has initially applied TFRS 15 Revenue from Contracts with Customers (“TFRS 15”) for the first time from 1 January 2019. TFRS 15 establishes a comprehensive framework for determining how much and when revenue is recognized, it replaced TAS 18 Revenue (“TAS 18”). Under TFRS 15, the Group then reassessed principal and agent consideration and determined that the Group has a certain revenue which act as an agent, according to new indicators in this TFRS. As a result, the Group acts as an agent and recognized revenue net of cost of sales of goods.

5.1.2. Financial Positions and Capital Structure 2016 Total assets amounted to THB 27,001 million, an increase of THB 941 million or 3.6% compared to the end of 2015. Total liabilities amounted to THB 10,804 million, a decrease of THB 805 million or 6.9% compared to the end of 2015. This decrease is due to lower account payable and other payable. Shareholders’ equity totaled THB 16,197 million, an increase of THB 1,746 million or 12.1%, attributable to an improved financial performance. As of December 31, 2016, the Company’s capital structure comprised of total liabilities of THB 10,804 million while the interest-bearing debt was THB 3,267 million, and total shareholders’ equity of THB 16,197 million. The Company had a liability to equity ratio of 0.7, while a net debt to equity ratio was 0.1. 2017 As of December 31, 2017, total assets amounted to THB 27,554 million, increased by THB 553 million or 2.0% compared to the end of 2016, mainly from investment of new stores and increased in net book value of investments in associates. Total liabilities amounted to THB 10,032 million, decreased by THB 772 million or 7.1% compared to the end of 2016 mainly from repayment of long-term loans. Total equity totaled THB 17,522 million, increased by THB 1,325 million or 8.2%. As of December 31, 2017, total interest-bearing debt was THB 1,768 million. Total interest-bearing debt to equity ratio was at 0.1 times. 2018 As of December 31, 2018, total assets amounted to THB 28,305 million, increased by THB 751 million or 2.7% from the end of 2017 mainly from increase in cash, trade account receivable, inventory and other non- current assets. Total liabilities amounted to THB 9,483 million, decreased by THB 548 million or 5.5% from the end of 2017, mainly from repayment of loans. Total equity was THB 18,822 million, increased by THB 1,300 million or 7.4%.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

As of December 31, 2018, the Company's capital structure comprised of total liabilities of THB 9,483 million, which included interest-bearing debt THB 675 million, and total shareholders' equity totaled THB 18,822 million. Total liabilities to equity ratio of 0.5 times, while interest-bearing debt to equity ratio was at 0.04 times. Quarter 2 of 2019 As of June 30, 2019, total assets amounted to THB 26,937 million, decreased by THB 1,368 million or 4.8% from the end of 2018 mainly from decrease in cash, trade accounts receivable, other receivable and fixed assets. Total liabilities amounted to THB 8,472 million, decreased by THB 1,011 million or 10.7% from the end of 2018, mainly from payment of trade and other payable as well as loan repayment. Total equity was THB 18,465 million, decreased by THB 357 million or 1.9%, resulted from dividend payment in 2Q19. As of June 30, 2019, the Company's capital structure comprised of total liabilities of THB 8,472 million, which included interest-bearing debt THB 1,265 million, and total shareholders' equity totaled THB 18,465 million. Total liabilities to equity ratio of 0.5 times, while interest-bearing debt to equity ratio was at 0.07 times.

6. Market and Industry Overview

6.1 Competitors Under the current market conditions, both shopping mall and department store operators are exposed to intense competition, not only from existing players and new entrants, but also hypermarkets, specialty stores, community malls, duty free, and outlets. In addition, the rapid growth of online shopping or E-commerce has gained immense popularity in accordance to customers' purchasing behavior who focus on convenience and speedy service. Our major competitors are as follow; 1. Department store operators, the Company’s direct competitors in term of nearby locations or sharing similar target groups, can be divided as follow; 1.1 Chain department stores, including 1.1.1 Central Group manages under the brands: - Central Department Store operates the department stores in Thailand for over 72 years and focuses on customer in Bangkok Metropolitan Area (BMA) with high purchasing power including foreign tourists. A total of 22 Central Department Store stores can be divided into 13 in Bangkok and 9 in regional areas. - Zen Department Store focuses on the teenagers, new generation customers and tourists who have high purchasing power. There is only 1 department store in Bangkok. 1.1.2 The Mall Group have a total of 11 stores. They manage shopping malls and department stores under the brands: - The Mall Department Store focuses on the middle-income customers. A total of 7 The Mall stores can be divided into 6 in Bangkok and 1 in regional area.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

- The Emporium (1 store), Siam Paragon (1 store) and The Emquartier (1 store) which are all located in Bangkok. Their target customers have high purchasing power and adore luxury. In addition, The Mall also opened 1 shopping mall at Bluport Resort Mall Hua-Hin. 1.2 Other department store operator for example Tang Hua Seng department store, Tokyu department store, Isetan department store, Siam Takashimaya and local department store operators of each regional area. 2. Other retail business operators include community malls, discount stores/super centers, and various types of shopping mall which have both local and international mall operators such as Terminal 21, Icon Siam, Esplanade, King Power, Platinum Mall, Fashion Island, Crystal Park, Show DC, Mega Bangna, MBK, Union Mall, Siam Center, Siam Discovery and more well-known international fashion brands such as UNIQLO, H&M, Topshop, ZARA and etc. These operators are the Company’s indirect competitors as the target groups of customers, or the purposes of purchase are quite different. 3. Online or E-commerce business: Online channels have been gaining ground in Thailand among all the traditional retailers. The pure E-commerce business, however, have been focusing on a pure marketplace model whereby leaving the Omni-channel approach to the brick and mortar retailers. The major marketplaces in Thailand purely works on a customer acquisition model with branding on the side. This leaves an opportunity for Omni-channel retailers, leveraging off its existing brands and trust along with its superior supply chain capabilities.

6.2 Overall Thai Economy and Retail Industry The Thai economy in the first quarter of 2019, reported by the Office of the National Economic and Social Development Board (NESDB), expanded by 2.8 percent, compared with 3.6 percent in the previous quarter. On the expenditure side, the growth was mainly supported by continual expansion of private consumption, private investment, and the speed up in government expenditure, while export declined from a slowdown in global economy and protectionism measures. After seasonally adjusted, the economy grew by 1.0 percent from the fourth quarter. According to Thai economic outlook report in the first quarter of 2019 as of May, 21 2019, NESDB expected Thai economy in 2019 will grow in the range of 3.3 – 3.8 percent, driven by (1) a favorable growth momentum of domestic demand including private consumption, private investment, government spending, and public investment; (2) a gradual improvement of export conditions during the latter half of the year due to declining inventories in major economies, more-eased conditions on chip shortage in the world market, and a clearer redirection of the global trade, production and investment amid more intensified trade tension; (3) a recovery of tourism sector; and (4) low base effect in the second half of the year. In all, it is expected that export value will grow by 2.2 percent, private expenditure and total investment will expand by 4.2 and 4.5 percent respectively. Headline inflation is forecasted to lie in the range of 0.7 – 1.2 percent and the current account will record a surplus of 5.9 percent of GDP.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Department stores and shopping malls in retail business face strong competition. Currently, it is undeniable that consumers’ spending pattern has evolved, the utmost convenience and swiftness have become their priority. This, coupled with blossoming community malls and escalating popularity in an online shopping, has led to an implementation of new strategic marketing plans alongside a continuous development of service standard. In coping with shifting consumers’ behaviors, the Company has accordingly modified its strategies so as to guarantee a pleasurable shopping experience. In so doing, the Company is believed to maintain its existing customers while continuously expanding new customers’ base. In addition, the Company has continued to open new store and renovated of its existing stores. To best achieve its targeted goal, the Company focuses on launching lifestyle centers in regional areas as market size is relatively small, competition rate remains moderate and, therefore, is presenting high growth opportunity. Also, in order to timely respond to the booming E-commerce business, the Robinson Online Shopping platform is made available via website of www.robinson.co.th which enables customers to convenient access the store’s products and promotion campaigns. This online platform also embraces the “Click and Collect” service from which customers can choose whether they prefer to have their purchased products delivered to their addresses or to pick up by themselves at any of the 49 Robinson's stores or Central's stores nationwide. Furthermore, the Company also has online platform via LINE application called “Chat & Shop” and other social media.

7. Business Trend

7.1 Future Business Plan Today’s technological advancement and changes in consumer behavior are transforming the retail business in an unprecedented way. Customers are not only empowered by technology, they also value convenience and experience more than ever before. With these current waves of disruptions, Robinson has taken significant steps to transform into a leading customer-centric and omni-channel department store to better serve the changing customer needs and lifestyles. By putting customers first, the Company continually strives to improve its product assortment and service quality to ensure that the customers’ needs are always fulfilled. Moreover, as an omni-channel retailer, the Company seeks to create a seamless offline and online shopping experience. This will be achieved by the launching of various new online shopping services, along with property expansion in key strategic locations and renovation of existing stores. To support the above transformation, the Company has brought in new capable management and ensures that all necessary infrastructures are in place. As such, Robinson is well-positioned to become a true omni-channel department store with customers at its core, as well as the center of community in every region of the country.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

7.2 Expansion Plan in 2019-2023 The Company plans to expand its stores in the department stores and lifestyle centers for 2-3 stores each year. In 2018, two stores were launched namely two lifestyle centers at Chonburi and Chaiyaphum. Furthermore, the Company opened one new department store at Phayao in January 2019 and will open one new lifestyle center at Ladkrabang in late 2019. The future plans to open new stores are subjected to change depending on the economic conditions and investment opportunities.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Attachment 2 Business Overview and Performance Central Retail Corporation Limited (“the Company” or “Central Retail”) 1. General Information Company Name : Central Retail Corporation Limited CENTRAL RETAIL CORPORATION LIMITED Address : 22 Soi Somkid Phloenchit Rd. Lumpini, Pathum Wan, Bangkok 10330 Telephone : 0-2650-3600 Fax : 0-2238-0607 Type of Business : Activities of holding companies, of mostly investing in non-financial sectors Registered Number : 0105533085504 Website : www.crc.co.th Registered Capital : THB 4,700,000,000 Number of share 470,000,000 shares Par THB 10 per share Capital Paid-Up : THB 4,700,000,000 Number of share 470,000,000 shares Par THB 10 per share

2. Information of the Company

2.1. Background and Important Development Central Retail Group is the leading multi-format, multi-category retailing platform in Thailand. It is also growing internationally, securing leadership status in Italy and becoming one of the leaders in Vietnam. Its business is organized into three operating segments namely fashion, focused on apparel and accessories; hardline, focused on electronics and home improvement; and food, focused on groceries and items typically found in convenience stores. Each segment hosts a portfolio of retail banners under which Central Retail Group sells a wide range of merchandise, and each of Its retail banners is distinguished based on a variety of characteristics, including store network, store format, merchandise offerings, branding strategy and market positioning. Certain of Central Retail Group’s key retail banners have been in operation for decades, such as Central Department Store, but it routinely introduces new banners and retires old banners as the retail landscape continues to evolve.

Year Growth Milestones 1947 Small shop house opens in Bangkok. 1950 Central Retail Group’s importing business begins as “Central Trading,” which later becomes a part of Central Marketing Group. 1956 The first Central Department Store opens in Wang Burapha district. 1974 The now iconic Central Chidlom flagship store opens. 1990 The lifestyle department store “ZEN Department Store” opens and Central Retail Corporation Limited is incorporated.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Year Growth Milestones 1992 Central Retail Group’s first Central Department Store outside Bangkok opens in Chiang Mai province, signaling its expansion into upcountry Thailand. 1995 Central Retail Group acquires majority stake in Robinson Department Store. 1996-2005 Central Retail Group’s new specialty formats open, including Tops (in 1996), Power Buy (in 1997) and Super Sports (in 1997) and Central Retail Group enters into new retail categories. 2005 His Majesty King Rama IX grants Central Department Store the right to use the Royal Garuda Emblem. 2010-2013 Central Retail Group’s first large standalone specialty formats open – Thai Watsadu (in 2010) and Baan & Beyond (in 2013). 2010 The first Robinson Lifestyle Center opens in Trang, establishing Central Retail Group’s model for expansion and penetration in upcountry markets. 2011 Acquisition of the Rinascente collection of luxury department stores in Italy marks Central Retail Group’s entry into the EU market 2012 Central Retail Group begins its joint venture for FamilyMart in Thailand. 2013 Central Retail Group’s first webstore, Central.co.th, debuts for Central Department Store. 2015 Central Retail Group begins joint ventures for Nguyen Kim and Lanchi Mart in Vietnam. 2016 Central Retail Group acquires Big C in Vietnam. 2017 Central Retail Group’s new digitally assisted shopping platforms such as “Rinascente ON DEMAND” and “Chat & Shop” are launched 2017 Central Retail Group begins its Restructuring. 2018 Central Retail Group launches its Big C rebranding with the first “GO!” retail banner for hypermarkets in Vietnam as part of its expansion strategy. 2019 Central Retail Group’s Nguyen Kim joint venture became its wholly-owned subsidiary after its purchase of the remaining shares from its joint venture partner. Central Retail Group begins its partnership with Grab in Thailand 26.7%.

2.2. Business Overview Central Retail has more than 130 subsidiaries and affiliates, the following table presents an introduction of Central Retail Group’s key retail banners and main subsidiaries that operate each key retail banners as of March 31, 2019. 2.2.1. Fashion Segment 81 department stores1/, 93 specialty stores, 390 brandshops, 1,816 sales counters, 22 retail plazas, and omni-channel platforms

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

Main Company Key Retail Banners Country Introduction2/ Store Count3/ Operating Key Banners Thailand Central Retail Group’s flagship Central Department Store retail banner 23 Central Department showcases a broad range of products catered to various customer segments, Store Company coupled with quality customer service. Central Department Store ranked first Limited among Thai department stores, with a market share of 35.0% in 2017 and 37.0% in 2018. Central Department Store also ranked first in terms of selling space. www.central.co.th Thailand Robinson Department Store ranked second among Thai department stores, with 49 Robinson Public a market share of 17.0 % (following Central Department Store) and was also Company Limited ranked first in terms of number of outlets and net selling space in 2018. Central Retail Group’s Robinson Lifestyle Center retail plazas target second-tier province customers and offer a full range of merchandise for fashion, home and lifestyle, both from Central Retail’s own retail banners and third party stores. Robinson Lifestyle Centers ranked third in Thailand in terms of overall rental income in 2017 according to Central Retail’s internal data. www.robinson.co.th Thailand Super Sports is Central Retail Group’s chain of medium-to-large specialty stores, 1924/ CRC Sports offering specialty sports apparel and quality equipment catered towards all Company Limited consumer segments. Super Sports ranked first in Thailand in 2018 in the sports goods stores, with a market share in Thailand, of 39.2 % in 2017 and 35.8% in

2018. www.supersport.co.th Thailand Central Marketing Group is Central Retail Group’s international fashion and 2845/ Central Trading beauty distribution business, offering products through retail sales counters Company Limited located in major department stores and other retail outlets as well as standalone brandshops and wholesaling. Guess, Topshop, Polo Ralph Lauren, Clarins, Aesop, Lee and Wrangler are among the third party brands Central Retail Group license or distribute under the Central Marketing Group business unit. Central Retail Group operates over 40 brands under Central Marketing Group. www.cmg.co.th Italy Rinascente is Central Retail Group’s high end department store format, offering 9 La Rinascente Italian and international brands in fashion, accessories, beauty, homewares, S.p.A. design and food. Rinascente ranked first in Italy in terms of market share in both the department store category, with a market share of 44.7% in 2017 and 48.1% in 2018. www.rinascente.it Source: Central Retail Remark: 1/ Excludes two Robins Department Stores in Vietnam.

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Attachment: Opinions of Independent Financial Advisor Robinson Public Company Limited

2.2.2. Hardline Segment 222 specialty stores, and omni-channel platforms

Country Main Company That Key Retail Banners Introduction2/ Store Count3/ Operates Key Banners Thailand Thai Watsadu focuses on providing home building supplies and construction 53 CRC Thai Watsadu materials, and Baan & Beyond is Central Retail Group’s flagship home Company Limited decoration and furnishings banner. Thai Watsadu ranked third in Thailand

among home and garden specialist retailers in 2018, with a market share of 3.5 % , and Thai Watsadu was the second largest home and garden specialist retailer in terms of selling space in 2018 www.thaiwatsadu.com Thailand Power Buy is Central Retail Group’s flagship consumer electronics and 105 Power Buy appliances banner, which ranked first in Thailand in terms of market share Company Limited among electronics and appliance specialist retailers and second in terms of number of outlets and selling space, with a market share of 6.4 % in 2017 and 6.8% in 2018. www.powerbuy.co.th Vietnam Nguyen Kim is Central Retail Group’s specialty electronics store in Vietnam, 64 Nguyen Kim highlighting Central Retail Group’s emphasis on quality by providing top-notch Trading Joint Stock electronic appliances to Central Retail Group’s customers throughout Vietnam. Company Nguyen Kim ranked third among specialty electronics and appliance retailers in Vietnam, with a market share of 2.6 % in 2017 and 2.5 % in 2018. www.nguyenkim.com Source: Central Retail

2.2.3. Food Segment 326 supermarkets and hypermarkets, 37 retail plazas, 1,008 convenience stores, and omni- channel platforms

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Country Main Company That Key Retail Banners Introduction2/ Store Count3/ Operates Key Banners Thailand Tops is Central Retail Group’s flagship grocery, offering a variety of store formats 265 Central Food Retail from Tops Market urban supermarkets, Tops Daily mini-supermarkets and Tops Company Limited Plaza shopping centers. Tops Market ranked first in terms of market share among Thai supermarkets, with a market share of 15.2% in 2018. www.tops.co.th entral Food Hall is Central Retail’s unique dine-in and grocery concept, focused on experiential shopping and high quality food and other

consumer products. Central Food Hall is Central Retail Group’s unique dine-in and grocery concept, focused on experiential shopping and high quality food and other consumer

products www.centralfoodhall.com Thailand FamilyMart is Central Retail Group’s convenience store chain, conceived to 1,008 Central Family Mart meet the daily food and other needs of Central Retail Group’s customers. Company Limited FamilyMart ranked third among convenience stores in Thailand, with a market share of 4.8% in 2017 and 4.8% in 2018. www.familymart.co.th Vietnam Big C is Central Retail Group’s flagship hypermarket and retail plaza chain in 36 EB Services Vietnam, focused on high quality food and other consumer products. Big C Company Limited ranked first in terms of market share, number of outlets and selling space among hypermarkets in Vietnam, and ranked second in terms of market share and selling space among grocery retailers in Vietnam in 2018. Central Retail Group

is currently rebranding Big C as “GO!” as part of Central Retail Group’s expansion strategy in Vietnam. The Company expected that the brand reputation will be completely restructured in the next 3-4 years. www.bigc.vn Vietnam Lanchi Mart is Central Retail Group’s rural and suburban small-to-medium Lan Chi Investment hypermarket in northern Vietnam, displaying Central Retail Group’s emphasis on 25 and Service matching the tastes of Central Retail Group’s customers by focusing on high Company Limited quality locally sourced food and other consumer products, primarily sold through its supermarket formats. www.lanchi.vn Source: Central Retail Remark: 2/ Unless stated otherwise, all ranking and market share data is according to Euromonitor International, and market share is calculated based on the total sales of goods in the relevant market excluding VAT. 3/ Store count as of March 31, 2019. Store counts do not include retail plazas. 4/ Store count for Super Sports comprises 99 brandshops and 93 specialty stores. 5/ Store count for CMG does not include sales counters or seven brandshops in Malaysia.

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2.3. Revenue Structure The following table presents certain financial information about Central Retail Group’s operating segments for the periods presented. 2016 2017 2018 Q1/2019

THB Million % THB Million % THB Million % THB Million % Revenue from Fashion segment 69,506 39.4 68,746 36.6 74,773 36.3 18,280 34.1 Revenue from Hardline 35,830 20.3 38,096 20.3 42,921 20.8 11,365 21.2 Revenue from Food segment 70,945 40.2 81,157 43.2 88,384 42.9 23,982 44.7 Total Revenue 176,281 100.0 187,998 100.0 206,078 100.0 53,626 100.0 Source: Central Retail

3. List of Shareholders and Board of Directors

3.1. Shareholders List of the first 10 major shareholders with number of shares and % of share as of April 30, 2019 are as follows: Rank Shareholder’s Name No. of share % of share 1 HCDS 211,428,489 45.0 2. Hawthorn Resources Limited1/ 61,171,430 13.0 3. Mr. Narongrit’s and Mrs. Wantanee’s group2/ 9,726,498 2.1 4. Mr. Prin Chirathivat 6,840,145 1.5 5. Mr. Tos Chirathivat 6,840,145 1.5 6. Mr. Pichai Chirathivat 6,544,982 1.4 7. Mr. Suthidech Chirathivat 5,289,479 1.1 8. Mr. Suthisak Chirathivat 4,600,537 1.0 9. Ms. Netanong Chirathivat 4,597,950 1.0 10. Mr. Suthichat’s and Mrs. Mary-Ann’s group3/ 4,536,924 1.0 11. Other members of the Chirathivat family 148,423,421 31.6 Total 470,000,000 100.0 Source: Central Retail Remark: 1/ Hawthorn Resources Limited is a holding company incorporated under the laws of the Hong Kong Special Administrative Region of the People's Republic of China and is wholly-owned by OAL Holding Limited.OAL Holding Limited is a holding company incorporated under the laws of the British Virgin Islands having 77 members of the Chirathivat family as its beneficiary owners. 2/ Mr. Narongrit’s and Mrs. Wantanee’s group consist of Mr. Narongrit Chirathivat held 6,898,968 shares or 1.5% of total shares and Mrs. Wantanee Chirathivat held 2,827,530 shares or 0.6% of total shares. 3/ Mr. Suthichat’s and Mrs. Mary-Ann’s group consist of Mrs. Mary-Ann Chirathivat held 3,024,614 shares or 0.6% of total shares and Mr. Suthichat Chirathivat held 1,512,310 shares or 0.3% of total shares.

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3.2. Board of Directors As of August 15, 2019, member of Central Retail’s Board of Directors comprises of 15 directors. The details are as follows: Name Position 1. Dr. Prasarn Trairatvorakul Chairman of the Board of Directors 2. Mr. Suthichai Chirathivat Deputy Chairman of the Board of Directors 3. Mr. Suthikiati Chirathivat Deputy Chairman of the Board of Directors 4. Mrs. Pratana Mongkolkul Independent Director and Chairman of the Audit Committee 5. Mrs. Pattareeya Benjapolchai Independent Director and member of the Audit Committee 6. Dr. Anchaka Sriboonrueng Independent Director 7. Mr. Sompong Tantapart Independent Director and member of the Audit Committee 8. Mr. Kanchit Bunajinda Independent Director 9. Mr. Suthisak Chirathivat Director 10. Mr. Suthiluck Chirathivat Director 11. Mrs. Yuwadee Chirathivat Director 12. Mr. Tos Chirathivat Director 13. Mr. Prin Chirathivat Director 14. Mr. Pichai Chirathivat Director 15. Mr. Yol Phokasub Director Source: Central Retail

4. Financial Statement 4.1. Statement of Financial Position 2016 2017 2018 Q1/2019 Lists THB THB THB THB million Million % Million % Million % Million Assets Current assets Cash and cash equivalents 12,502 5.5 10,755 4.1 11,065 6.2 9,632 5.5 Current investments 1,965 0.9 3,434 1.3 1,736 1.0 1,844 1.1 Trade accounts receivable 5,014 2.2 4,937 1.9 4,559 2.6 4,140 2.4 Other receivables 8,492 3.7 9,283 3.6 10,151 5.7 9,563 5.4 Short-term loans 1,372 0.6 44,150 16.9 141 0.1 447 0.3 Inventories 33,457 14.7 33,716 12.9 32,249 18.2 32,854 18.7 Other current assets 434 0.2 358 0.1 342 0.2 504 0.3 Total current assets 63,237 27.7 106,633 40.9 60,242 33.9 58,983 33.6 Non-current assets Investments in associates and joint ventures 5,140 2.3 4,631 1.8 5,416 3.1 5,574 3.2 Other long-term investments 222 0.1 216 0.1 211 0.1 211 0.1 Long-term loans 408 0.2 408 0.2 363 0.2 - -

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2016 2017 2018 Q1/2019 Lists THB THB THB THB million Million % Million % Million % Million Investment properties 12,028 5.3 10,126 3.9 11,131 6.3 11,305 6.4 Property, plant and equipment 74,171 32.5 68,938 26.4 39,141 22.0 38,845 22.1 Goodwill 28,869 12.6 27,512 10.5 27,037 15.2 26,796 15.3 Leasehold rights 24,268 10.6 22,143 8.5 20,934 11.8 20,637 11.8 Other tangible assets 11,975 5.2 12,065 4.6 4,928 2.8 4,934 2.8 Deferred tax assets 1,608 0.7 1,814 0.7 1,472 0.8 1,457 0.8 Other non-current assets 6,324 2.8 6,502 2.5 6,686 3.8 6,968 4.0 Total non-current assets 165,012 72.3 154,355 59.1 117,318 66.1 116,727 66.4 Total assets 228,249 100.0 260,989 100.0 177,560 100.0 175,710 100.0 Source: Central Retail

2016 2017 2018 Q1/2019 Lists THB THB THB THB million Million % Million % Million % Million Liabilities and equity Liabilities Current liabilities Bank overdrafts and short-term loans from financial institutions 45,806 20.1 41,773 16.0 29,100 16.4 28,538 16.2 Trade accounts payable 35,462 15.5 37,953 14.5 37,738 21.3 35,394 20.1 Other payables 16,007 7.0 17,541 6.7 14,056 7.9 13,221 7.5 Deferred income 635 0.3 792 0.3 - - - - Current portion of long-term loans 4,738 2.1 6,758 2.6 5,190 2.9 4,968 2.8 Short-term loans1/ 27,480 12.0 50,024 19.2 0 0.0 0 0.0 Current portion of finance lease liabilities 230 0.1 129 0.0 34 0.0 30 0.0 Income tax payable 1,154 0.5 573 0.2 1,306 0.7 1,595 0.9 Total current liabilities 131,514 57.6 155,543 59.6 87,423 49.2 83,745 47.7 Non-current liabilities Long-term loans 13,449 5.9 14,433 5.5 7,827 4.4 7,467 4.2 Finance lease liabilities 221 0.1 92 0.0 58 0.0 51 0.0 Non-current provisions for employee benefits 1,635 0.7 1,708 0.7 1,681 0.9 1,668 0.9 Unearned lease income 6,122 2.7 5,722 2.2 5,468 3.1 5,414 3.1 Deferred tax liabilities 9,283 4.1 8,745 3.4 2,971 1.7 2,929 1.7 Other non-current liabilities 7,016 3.1 8,107 3.1 4,805 2.7 4,819 2.7 Total non-current liabilities 37,726 16.5 38,807 14.9 22,810 12.8 22,347 12.7 Total liabilities 169,239 74.1 194,350 74.5 110,233 62.1 106,092 60.4 Equity

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2016 2017 2018 Q1/2019 Lists THB THB THB THB million Million % Million % Million % Million Authorized share capital2/ 2,114 0.9 2,114 0.8 4,700 2.6 4,700 2.7 Issued and paid up share capital2/ 2,114 0.9 2,114 0.8 4,700 2.6 4,700 2.7 Additional paid-in capital Share premium 1,612 0.7 1,612 0.6 12,971 7.3 12,971 7.4 Surplus on treasury shares of subsidiaries 68 0.0 68 0.0 68 0.0. 68 0.0 Differences in value arising from restructuring transactions of entities under common control - - 88 0.0 (2,393) (1.3) (2,393) (1.4) Retained earnings Appropriate Legal reserve 211 0.1 211 0.1 211 0.1 211 0.1 Unappropriated 27,162 11.9 29,650 11.4 38,573 21.7 40,498 23.0 Shareholding in subsidiaries before business restructuring 15,771 6.9 21,280 8.2 - - - - Other components of equity (107) (0.0) (268) (0.1) 1,227 0.7 1,088 0.6 Equity attributable to owners of the parent 46,832 20.5 54,755 21.0 55,357 31.2 57,143 32.5 Non-controlling interests 12,178 5.3 11,883 4.6 11,970 6.2 12,475 7.1 Total equity 59,009 25.9 66,638 25.5 67,327 37.9 69,618 39.6 Total liabilities and equity 228,249 100.0 260,989 100.0 177,560 100.0 175,710 100.0 Source: Central Retail Remark: 1/ Short-term loans under current liabilities as of December 31, 2018 and March 31, 2019 were THB 31,983 million and THB 31,962 million, respectively. 2/ Comprises 211,428,571 shares at a par value of THB 10 per share as of December 31, 2016 and 2017 and comprises 470,000,000 shares at a par value of THB 10 per share as of December 31, 2018 and March 31, 2019.

4.2. Statements of Comprehensive Income 2016 2017 2018 Q1/2019 Lists THB THB THB THB Million % Million % Million % Million % Revenue Revenue from sale of goods 156,605 88.8 168,043 89.3 180,614 87.6 47,897 89.3 Revenue from rental services 5,512 3.1 6,189 3.3 6,842 3.3 1,791 3.4 Revenue from rendering of services 1,260 0.7 1,512 0.8 1,574 0.8 498 0.9 Investment income 379 0.2 448 0.2 739 0.3 73 0.1 Gain on disposal of assets - - 36 0.0 1,915 0.9 - - Other income 12,524 7.1 11,770 6.3 14,394 7.0 3,367 6.3

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2016 2017 2018 Q1/2019 Lists THB THB THB THB Million % Million % Million % Million % Total revenue 176,281 100.0 187,998 100.0 206,078 100.0 53,626 100.0 Expenses Cost of sale of goods 111,302 63.1 120,447 64.1 129,526 62.9 34,742 64.8 Cost of rental and rendering of services 2,280 1.3 2,663 1.4 3,161 1.5 846 1.6 Selling expense 38,272 21.7 40,299 21.4 43,747 21.2 11,179 20.8 Administrative expenses 13,778 7.8 15,460 8.2 15,549 7.5 3,777 7.0 Finance cost 1,381 0.8 1,187 0.6 1,186 0.6 217 0.4 Total expenses 167,012 94.7 180,054 95.8 193,169 93.7 50,761 94.7 Share of profit of associates and joint ventures 469 0.3 461 0.2 287 0.1 115 0.2 Profit from continuing operations before 8,405 tax expense 9,737 5.5 4.5 13,197 6.4 2,980 5.6 Tax expense (1,914) 1.1 (835) 0.4 (2,588) 1.3 545 1.0 Profit for the period from continuing operations 7,823 4.4 7,570 4.0 10,609 5.1 2,434 4.5 Loss for the period from discontinued operations, net of tax (2,271) 1.3 (2,546) 1.4 (1,073) 0.5 - - Profit (loss) for the period 5,552 3.1 5,024 2.7 9,536 4.6 2,434 4.5 Source: Central Retail

4.3. Statements of Cash Flows 2016 2017 2018 Q1/2019 THB Million THB Million THB Million THB Million Net cash from operating activities 17,642 22,324 18,005 1,688 Net cash from (used in) investing activities (47,306) (16,467) 23,717 (2,170) Net cash from (used in) financing activities 30,959 (6,340) (43,742) (1,326) Net increase (decrease) in cash and cash equivalents, before effect of exchange rates 1,294 (483) (2,020) (1,808) Cash and cash equivalents at the beginning of the period 10,646 12,502 10,755 11,065 Effect of exchange rate changes on cash and cash equivalents (8) (283) (39) (110) Translating foreign operations 569 (981) 2,061 485 Change in subsidiary’s accounting period - - 308 - Net increase (decrease) in cash and cash equivalents 1,856 (1,747) 310 (1,433) Cash and cash equivalents at the beginning of the period 10,646 12,502 10,755 11,065 Cash and cash equivalents at the end of the period 12,502 10,755 11,065 9,632 Source: Central Retail

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4.4. Financial Ratio

Financial Ratio 2016 2017 2018 Q1/2019 Liquidity Ratio Current Ratio time 0.5 0.7 0.7 0.7 Quick Ratio time 0.2 0.2 0.3 0.3 Average Collection Period days - 9.7 10.9 8.3 Cash Cycle days - 107.3 102.7 - Profitability Ratio Gross Profit Margin % 30.5 29.9 29.8 29.1 Net Profit Margin % 4.4 4.0 5.1 4.5 Return on Equity % - 12.0 15.8 14.2 Efficiency Ratio Return on Asset % - 3.1 4.8 5.5 Return on Fixed Asset % - 14.7 22.0 25.5 Financial Policy Ratio Debt to Equity Ratio time 2.9 2.9 1.6 1.5 Source: Central Retail

5. Explanation of Operational Performance and Financial Position

5.1. Income Statement 5.1.1. Total Revenue 2017 Central Retail’s total revenue increased by THB 11,717 million, or 6.6%, to THB 187,998 million in the year ended December 31, 2017 from THB 176,281 million in the year ended December 31, 2016, driven by the factors set forth below with respect to each of the components of Central Retail’s revenue. Total revenue in the year ended December 31, 2017 from Central Retail’s hardline and food segments was THB 38,096 million and THB 81,157 million, respectively, representing an increase of 6.3% and 14.4% from 2016, respectively. Total revenue in the year ended December 31, 2017 from Central Retail’s fashion segment was THB 68,746 million, representing a decrease of 1.1% from 2016. Revenue from sale of goods. Revenue from sale of goods increased by THB 11,438 million, or 7.3%, to THB 168,043 million in the year ended December 31, 2017 from THB 156,605 million. Revenue from the sale of goods increased in Central Retail’s food and hardline segments, led by Central Retail’s food segment, and decreased in Central Retail’s fashion segment. Food Segment. Revenue from sale of goods generated by Central Retail’s food segment increased by THB 9,199 million, or 14.6%, to THB 72,119 million in the year ended December 31, 2017 from THB 62,920 million in the year ended December 31, 2016, driven primarily by new store openings, as well as recognition of Central Retail’s first full year of revenue from Central Retail’s food retailing in Vietnam category. Central Retail’s

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food retailing in Thailand category also saw an increase of THB 3,391 million in revenue, attributable to an increase in total net selling space and overall store count across all of Central Retail’s store formats. Hardline Segment. Revenue from sale of goods generated by Central Retail’s hardline segment increased by THB 2,340 million, or 7.1%, to THB 35,414 million in the year ended December 31, 2017 from THB 33,074 million in the year ended December 31, 2016, driven primarily by SSSG of 5.6% in Central Retail’s hardline retailing in Thailand category. Central Retail attributes growth in Central Retail’s SSSG in Central Retail’s hardline retailing in Thailand category to ongoing improvements in the shopping experience at Thai Watsadu, including the introduction of new merchandise and the installation of in-store amenities such as air conditioner. Fashion Segment. Revenue from sale of goods generated by Central Retail’s fashion segment decreased by THB 101 million to THB 60,511 million in the year ended December 31, 2017 from THB 60,612 million in the year ended December 31, 2016. The decrease was primarily due to a 2.9% decrease in revenue from sale of goods in Central Retail’s Thailand department store category, due in part to soft consumer sentiment early in the year, partially offset by a 6.0% increase in revenue from sale of goods in Central Retail’s Italian department stores category, attributable primarily to the opening of Rinascente’s Rome Tritone location in October 2017. Revenue from rental services. Revenue from rental services increased by THB 677 million, or 12.3% to THB 6,189 million in the year ended December 31, 2017 from THB 5,512 million in the year ended December 31, 2016, driven by Central Retail’s food and fashion segments. Revenue from rental services from Central Retail’s food segment increased by THB 387 million, or 27.3%, primarily due to the opening of a new retail plaza location under Central Retail’s food retailing in Vietnam category, resulting in an increase in net leasable space of 9,129 sqm. Revenue from rental services from Central Retail’s fashion segment increased by THB 322 million, or 8.5%, primarily due to the opening of two new retail plazas under Central Retail’s Thailand department stores category and the first full year of contributions from a retail plaza location that opened in the year ended December 31, 2016. The increases in both segments were also attributable in part to higher average rental rates in the year ended December 31, 2017 as compared to 2016. Revenue from rendering of services. Revenue from rendering of services increased by THB 252 million, or 20.0% to THB 1,512 million in the year ended December 31, 2017 from THB 1,260 million in the year ended December 31, 2016, in line with Central Retail’s growth in revenue from sale of goods. Investment income. Central Retail’s investment income increased by THB 68 million, or 17.9%, to THB 448 million in the year ended December 31, 2017 from THB 379 million in the year ended December 31, 2016, primarily due to an increase in interest earned from loans to related parties attributable to an increase in loans granted to related parties in 2017. Gain on disposal of assets. Central Retail’s gain on disposal of assets was THB 36 million in the year ended December 31, 2017, as compared to no gains on disposal of assets in the year ended December

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31, 2016. The gain on disposal of assets in 2017 was attributable to disposals made in connection with the Restructuring. Other income. Central Retail’s other income decreased by THB 754 million, or 6.0%, to THB 11,770 million in the year ended December 31, 2017 from THB 12,524 million in the year ended December 31, 2016, primarily due to a decrease in net gain on foreign exchange, attributable primarily to Central Retail’s food segment. The legacy capital structure of a business in Vietnam which Central Retail acquired for Central Retail’s food segment involved the use of intercompany loans denominated in the Euro and the U.S. dollar, and as a result Central Retail’s net gain or loss on foreign exchange attributable to these loans can affect Central Retail’s margins under Central Retail’s food segment. In the year ended December 31, 2017, the profit margin in Central Retail’s food segment was adversely impacted by such fluctuations. Central Retail plan to repay these loans by utilizing shareholders’ equity to eliminate such impacts. 2018 Central Retail’s total revenue increased by THB 18,080 million, or 9.6%, to THB 206,078 million in the year ended December 31, 2018 from THB 187,998 million in the year ended December 31, 2017, driven by the factors set forth below with respect to each of the components of Central Retail’s revenue. Total revenue in the year ended December 31, 2018 from Central Retail’s fashion, hardline and food segments was THB 74,773 million, THB 42,921 million and THB 88,384 million, respectively, representing an increase of 8.8%, 12.7% and 8.9% from 2017, respectively. Revenue from sale of goods. Revenue from sales increased by THB 12,571 million, or 7.5% to THB 180,614 million in the year ended December 31, 2018 from THB 168,043 million in the year ended December 31, 2017. Revenue from sale of goods increased in all segments, led by Central Retail’s food segment, and followed by Central Retail’s hardline segment and Central Retail’s fashion segment. Food Segment. Revenue from sale of goods generated by Central Retail’s food segment increased by THB 6,180 million, or 8.6%, to THB 78,299 million in the year ended December 31, 2018 from THB 72,119 million in the year ended December 31, 2017, driven primarily by SSSG of 6.1% in Central Retail’s food retailing in Vietnam category. Central Retail attribute growth in SSSG in Central Retail’s food retailing in Vietnam category to Central Retail’s ongoing turnaround efforts with respect to Big C, which have resulted in improved quality and freshness of goods, primarily through local sourcing, a streamlined customer shopping experience and improvements in local store management. Central Retail’s food retailing in Thailand category saw an increase of THB 2,692 million in revenue, attributable to primarily to increases in total net selling space, reflecting further optimization of Central Retail’s store mix, pursuant to which Central Retail have opened additional supermarket locations, primarily under Central Retail’s Central Food Hall retail banner, and closed mini-supermarket locations, primarily under Central Retail’s Tops Daily retail banner. Hardline Segment. Revenue from sale of goods generated by Central Retail’s hardline segment increased by THB 4,136 million, or 11.7%, to THB 39,550 million in the year ended December 31, 2018 from

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THB 35,414 million in the year ended December 31, 2017, driven primarily by SSSG of 6.8% in Central Retail’s hardline retailing in Thailand category. Central Retail attribute growth in Central Retail’s SSSG in Central Retail’s hardline retailing in Thailand category to ongoing improvements in the shopping experience for Central Retail’s customers at Thai Watsadu, including the introduction of new merchandise and the installation of in-store amenities. Fashion Segment. Revenue from sale of goods generated by Central Retail’s fashion segment increased by THB 2,255 million, or 3.7%, to THB 62,766 million in the year ended December 31, 2018 from THB 60,511 million in the year ended December 31, 2017, driven primarily by store expansions in Central Retail’s Thailand department stores category and SSSG of 5.1% in Central Retail’s Italian department stores category. Revenue from sale of goods from Central Retail’s Italian department store category increased by THB 2,401 million, or 18.1%, primarily due to the first full year of contributions from Rinascente’s Roma Tritone location, which opened in the year ended December 31, 2017, as well as strong SSSG of 5.1%. Revenue from sale of goods from Central Retail’s Thailand specialty retail category increased by THB 1,139, or 18.1%, primarily due to new store openings and SSSG of 7.2%. Revenue from rental services. Revenue from rental services increased by THB 653 million, or 10.6% to THB 6,842 million in the year ended December 31, 2018 from THB 6,189 million in the year ended December 31, 2017. Revenue from rental services increased in all segments, led by Central Retail’s fashion segment, and followed by Central Retail’s food segment and Central Retail’s hardline segment. Revenue from rental services from Central Retail’s fashion segment increased by THB 446 million, or 10.9%, primarily due to the opening of three new retail plaza locations under Central Retail’s Thailand department stores segment, resulting in an increase in net leasable space of 34,963 sqm, and the first full year contributions from two locations which opened in the year ended December 31, 2017. Revenue increases in the year ended December 31, 2018 were also driven by higher average rental rates in the year ended December 31, 2018 as compared to 2017. Revenue from rendering of services. Revenue from rendering of services increased by THB 62 million, or 4.1%, to THB 1,574 million in the year ended December 31, 2018 from THB 1,512 million in the year ended December 31, 2017, in line with Central Retail’s growth in revenue from sale of goods. Investment income. Central Retail’s investment income increased by THB 291 million, or 65.0%, to THB 739 million in the year ended December 31, 2018 from THB 448 million in the year ended December 31, 2017, primarily due to higher interest income earned from loans to related parties. Gain on disposal of assets. Central Retail’s gain on disposal of assets increased significantly by THB 1,879 million to THB 1,915 million in the year ended December 31, 2018 from THB 36 million in the year ended December 31, 2017, primarily due to an increase of THB 1,573 million in gains on disposals of assets by Central Retail’s fashion segment, attributable to land sold in Bangkok, Khon Kaen and Phuket in connection with the Restructuring.

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Other income. Central Retail’s other income increased by THB 2,624 million, or 22.3%, to THB 14,394 million in the year ended December 31, 2018 from THB 11,770 million in the year ended December 31, 2017, primarily due to higher promotional and advertising income which is in-line with Central Retail’s increase in sales and gain on sales of available-for-sale investments. Quarter 1 of 2019 Central Retail’s total revenue increased by THB 3,012 million, or 6.0%, to THB 53,626 million in the three months ended March 31, 2019 from THB 50,614 million in the three months ended March 31, 2018, driven by the factors set forth below with respect to each of the components of Central Retail’s revenue. Total revenue in the three months ended March 31, 2019 from Central Retail’s fashion, hardline and food segments was THB 18,279 million, THB 11,365 million and THB 23,982 million, respectively, representing an increase of 5.5%, 7.8% and 7.0% from the three months ended March 31, 2018, respectively. Revenue from sale of goods. Revenue from sales increased by THB 3,006 million, or 6.7% to THB 47,897 million in the three months ended March 31, 2019 from THB 44,891 million in the three months ended March 31, 2018. Revenue from the sale of goods increased in all segments, led by Central Retail’s food segment, and followed by Central Retail’s hardline segment and Central Retail’s fashion segment. Food Segment. Revenue from sale of goods generated by Central Retail’s food segment increased by THB 1,445 million, or 7.2%, to THB 21,522 million in the three months ended March 31, 2019 from THB 20,077 million in the three months ended March 31, 2018, driven primarily by SSSG of 11.0% in Central Retail’s food retailing in Vietnam category, as compared to 3.6% in the prior period, and growth in Central Retail’s food retailing in Thailand category. Central Retail attribute Central Retail’s strong SSSG in Vietnam to Central Retail’s merchandise mix, which continues to emphasize high quality and fresh products, and the maturation of Central Retail’s existing Big C stores. Central Retail attribute Central Retail’s growth in Thailand to improved merchandise mix, particularly an increase in Central Retail’s fresh food offerings, and increases in Central Retail’s average net selling space per location, reflecting further store optimization efforts favoring larger format stores such as Central Food Hall. Hardline Segment. Revenue from sale of goods generated by Central Retail’s hardline segment increased by THB 931 million, or 9.7%, to THB 10,533 million in the three months ended March 31, 2019 from THB 9,602 million in the three months ended March 31, 2018, driven primarily by store expansions under Central Retail’s hardline retailing in Thailand category, as well as increases in net selling space and increases in sales per square meter, partially offset by a decrease in same store sales growth to 4.8% from 7.6% during the prior period. Central Retail attribute Central Retail’s increases in sales per square meter to ongoing improvements in the shopping experience, such as the introduction of new merchandise and the installation of in-store amenities. Fashion Segment. Revenue from sale of goods generated by Central Retail’s fashion segment increased by THB 629 million, or 4.1%, to THB 15,842 million in the three months ended March 31, 2019 from THB 15,213 million in the three months ended March 31, 2018, driven by store expansions under Central Retail’s

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Thailand department store category and Thailand specialty retail category and SSSG of 3.1% in Central Retail’s Italian department store category, partially offset by a slight decrease in revenue from sale of goods in Central Retail’s Italian department store category attributable to the closure of one store in Italy during the period. Revenue from rental services. Revenue from rental services increased by THB 151 million, or 9.2% to THB 1,791 million in the three months ended March 31, 2019 from THB 1,640 million in the three months ended March 31, 2018. Revenue from rental services increased in all segments, led by Central Retail’s fashion segment, and followed by Central Retail’s food segment and Central Retail’s hardline segment. Revenue from rental services from Central Retail’s fashion segment increased by THB 131 million, or 12.1% to THB 1,216 million in the three months ended March 31, 2019 from THB 1,085 million in the three months ended March 31, 2018 primarily due to the opening of two new retail plaza locations and one new large-format department store location under Central Retail’s Thailand department store category. Revenue increases in the three months ended March 31, 2019 were also driven by high average rental rates as compared to the prior period. Revenue from rendering of services. Revenue from rendering of services increased by THB 64 million, or 14.7%, to THB 498 million in the three months ended March 31, 2019 from THB 434 million in the three months ended March 31, 2018, primarily due to increased income from one of Central Retail’s subsidiaries. Investment income. Central Retail’s investment income decreased by THB 143 million, or 66.2%, to THB 73 million in the three months ended March 31, 2019 from THB 216 million in the three months ended March 31, 2018, primarily due to lower interest income driven by decreases in loans made to related parties in connection with the Restructuring. Other income. Central Retail’s other income decreased by THB 67 million, or 2.0%, to THB 3,367 million in the three months ended March 31, 2019 from THB 3,434 million in the three months ended March 31, 2018, primarily due to an extraordinary gain on disposal of assets under Central Retail’s hardline retailing in Thailand category in the three months ended March 31, 2018. 5.1.2. Total Expenses 2017 Central Retail’s total expenses increased by THB 13,042 million, or 7.8%, to THB 180,054 million in the year ended December 31, 2017 from THB 167,012 million in the year ended December 31, 2016, primarily driven by Central Retail’s higher cost of goods sold as well as higher selling expenses and administrative expenses. Total gross profit increased by THB 2,840 million, or 5.7%, to THB 52,635 million in the year ended December 31, 2017 from THB 49,795 million in the year ended December 31, 2016, driven by the factors below with respect to Central Retail’s cost of sale of goods Central Retail’s cost of rentals and rendering of services. Total gross profit margin decreased to 29.9% in the year ended December 31, 2017 from 30.5% in the year ended December 31, 2016. Cost of sale of goods. Central Retail’s cost of sale of goods increased by THB 9,145 million, or 8.2%, to THB 120,447 million in the year ended December 31, 2017 from THB 111,302 million in the year ended

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December 31, 2016, in line with Central Retail’s growth in revenue from sales of goods. As a result, Central Retail’s gross profit margins for sale of goods decreased to 28.3% in the year ended December 31, 2017 as compared to 28.9% in the year ended December 31, 2016. Cost of rentals and rendering of services. Central Retail’s cost of rendering of services increased by THB 383 million, or 16.8%, to THB 2,663 million in the year ended December 31, 2017 from THB 2,280 million in the year ended December 31, 2016, in line with growth in revenue from rental and rendering services in the year ended December 31, 2017. As a result, Central Retail’s gross profit margins for rental and rendering services decreased to 65.4% in the year ended December 31, 2017 as compared to 66.3% in the year ended December 31, 2016. Selling expenses. Central Retail’s selling expenses increased by THB 2,027 million, or 5.3%, to THB 40,299 million in the year ended December 31, 2017 from THB 38,272 million in the year ended December 31, 2016, due primarily to increases in Central Retail’s employee benefit expenses driven by the opening of new stores. Administrative expenses. Central Retail’s administrative expenses increased by THB 1,681 million, or 12.2%, to THB 15,459 million in the year ended December 31, 2017 from THB 13,778 million in the year ended December 31, 2016, driven primarily by net losses on foreign exchange of THB 809 million in 2017 (compared to none booked in the year ended December 31, 2016), an increase of THB 335 million in impairment losses due to loss of goodwill in connection with the sale of Central Retail’s Zalora business and an increase in employee benefit expenses. Finance costs. Central Retail’s finance costs decreased by THB 194 million, or 14.1% to THB 1,187 million in the year ended December 31, 2017 from THB 1,381 million in the year ended December 31, 2016, primarily due to lower effective interest rate paid in the year ended December 31, 2017 offset by an increase in overall interest bearing liabilities incurred in the fourth quarter of 2017. Tax expense. Central Retail’s tax expense decreased significantly by THB 1,080 million to THB 835 million in the year ended December 31, 2017 from THB 1,914 million in the year ended December 31, 2016, due primarily to Central Retail’s decrease in profit from continuing operations. Central Retail’s effective tax rate was 9.9% in the year ended December 31, 2017, as compared to 19.7% in the year ended December 31, 2016. The decrease was attributable to a one-time tax loss carry-forward recognized by Thai Watsadu in the year ended December 31, 2017 and the effects of a decrease in the statutory tax rate in Italy from 31.4% in the year ended December 31, 2016 to 24.0% in the year ended December 31, 2017. 2018 Central Retail’s total expenses increased by THB 13,115 million, or 7.3%, to THB 193,169 million in the year ended December 31, 2018 from THB 180,054 million in the year ended December 31, 2017. This was primarily driven by Central Retail’s higher cost of goods sold as well as higher selling expenses and administrative expenses in the year ended December 31, 2018. Total gross profit increased by THB 3,708

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million, or 7.0%, to THB 56,343 million in the year ended December 31, 2018 from THB 52,635 million in the year ended December 31, 2017, driven primarily by increases in revenue and the factors below with respect to Central Retail’s cost of sale of goods and cost of rentals and rendering of services. Cost of sale of goods. Central Retail’s cost of sale of goods increased by THB 9,079 million, or 7.5%, to THB 129,526 million in the year ended December 31, 2018 from THB 120,447 million in the year ended December 31, 2017, in line with Central Retail’s increase in revenue from the sale of goods. Gross profit margins remained relatively unchanged at 28.3% in the year ended December 31, 2018. Cost of rentals and rendering of services. Central Retail’s cost of rendering of services increased by THB 498 million, or 18.7%, to THB 3,161 million in the year ended December 31, 2018 from THB 2,663 million in the year ended December 31, 2017, driven primarily by store expansions and increased revenue from rental services, particularly under Central Retail’s Thailand department store category, as well as by increased rental costs for properties which Central Retail divested in connection with the Restructuring, but which Central Retail still occupy as a tenant. As a result, Central Retail’s gross profit margins for rental and rendering of services decreased to 62.4% in the year ended December 31, 2018 from 65.4% in the year ended December 31, 2017, primarily due to increases in rental expenses paid to property developers after the Restructuring. Selling expenses. Central Retail’s selling expenses increased by THB 3,448 million, or 8.6%, to THB 43,747 million in the year ended December 31, 2018 from THB 40,299 million in the year ended December 31, 2017, driven primarily by increases in rental and service expense, employee benefit expense and marketing and promotion expenses. Increases in rental and service expenses were primarily attributable to new rental costs paid for properties which Central Retail divested in connection with the Restructuring, but which Central Retail still occupy as a tenant. Administrative expenses. Central Retail’s administrative expenses were relatively unchanged at THB 15,549 million in the year ended December 31, 2018 as compared to THB 15,459 million in the year ended December 31, 2017, primarily due to a 20.6% increase in employee benefit expenses in the year ended December 31, 2018, which was attributable to an increase in headcount in connection with the Restructuring, including senior positions moving from other Central Group businesses and a 29.5% increase in losses from shrinkage and obsolescence attributable to Central Retail’s hardline retailing in Thailand category, primarily due to clearance sales undertaken in the 2017 (and not repeated in 2018), which resulted in a decrease in provisions in 2017. These increases were offset by a decrease in net losses on foreign exchange to nil in the year ended December 31, 2018, as compared to net losses on foreign exchange of THB 809 million recognized in the year ended December 31, 2017, and lower impairment losses in the year ended December 31, 2018. Finance costs. Central Retail had finance costs of THB 1,186 million in the year ended December 31, 2018, attributable primarily to bank loans and overdrafts. Finance costs did not significantly change from 2017 to 2018.

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Tax expense. Central Retail’s tax expense increased significantly by THB 1,753 million to THB 2,588 million in the year ended December 31, 2018 from THB 835 million in the year ended December 31, 2017, due primarily to Central Retail’s increase in profit from continuing operations. Central Retail’s effective tax rate was 19.7% in the year ended December 31, 2018, as compared to 9.9% in the year ended December 31, 2017. The increase in Central Retail’s effective tax rate was attributable to the one-time tax loss carry forward incurred under Central Retail’s hardline segment in the year ended December 31, 2017. Quarter 1 of 2019 Central Retail’s total expenses increased by THB 3,366 million, or 7.1%, to THB 50,761 million in the three months ended March 31, 2019 from THB 47,395 million in the three months ended March 31, 2018. This was primarily driven by higher cost of goods sold as well as higher selling expenses and administrative expenses in the three months ended March 31, 2019. Total gross profit increased by THB 602 million, or 4.3%, to THB 14,598 million in the three months ended March 31, 2019 from THB 13,996 million in the three months ended March 31, 2018, driven primarily by increases in revenue and the factors below with respect to Central Retail’s cost of sale of goods and cost of rentals and rendering of services. Cost of sale of goods. Central Retail’s cost of sale of goods increased by THB 2,506 million, or 7.8%, to THB 34,742 million in the three months ended March 31, 2019 from THB 32,236 million in the three months ended March 31, 2018, driven primarily by Central Retail’s increase in revenue from the sale of goods and changes in Central Retail’s merchandise mix, particularly in Central Retail’s Thailand department store and Thailand specialty retail categories. Gross profit margins from sales of goods decreased slightly to 27.5% in the three months ended March 31, 2019 from 28.2% in the three months ended March 31, 2018, primarily due to sales discounts given to customers, as well as lower gross profit margins for sales of luxury goods under Central Retail’s Italian department store category. Cost of rentals and rendering of services. Central Retail’s cost of rentals and rendering of services increased by THB 114 million, or 15.6%, to THB 846 million in the three months ended March 31, 2019 from THB 732 million in the three months ended March 31, 2018, driven primarily by store expansions and increased revenue from rental services, particularly under Central Retail’s hardline retailing in Thailand category and Central Retail’s Thailand department store category. Gross profit margins decreased slightly to 63.0% in the three months ended March 31, 2019 from 64.7% in the three months ended March 31, 2018, primarily due to increases in rental expenses paid to property developers after the Restructuring. Selling expenses. Central Retail’s selling expenses increased by THB 899 million, or 8.7%, to THB 11,179 million in the three months ended March 31, 2019 from THB 10,280 million in the three months ended March 31, 2018, driven primarily by increases in rental and service expenses, personnel expense and marketing and promotion expenses. Increases in rental and service expenses were primarily attributable to new rental costs paid for properties which Central Retail divested in connection with the Restructuring that was completed in 2018, but which Central Retail still occupy as a tenant.

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Administrative expenses. Central Retail’s administrative expenses decreased by THB 40 million or 1.0% to THB 3,777 million in the three months ended March 31, 2019 from THB 3,817 million in the three months ended March 31, 2018, primarily due to a decrease in costs relating to shrinkage and obsolescence, which Central Retail attribute to Central Retail’s ongoing cost control initiatives, partially offset by an increase in personnel expenses in connection with the Restructuring. Finance costs. Central Retail’s finance costs decreased by THB 112 million, or 34.0%, to THB 217 million in the three months ended March 31, 2019 from THB 329 million in the three months ended March 31, 2018, primarily due to Central Retail’s repayments of loans to financial institutions and related parties, pursuant to the winding down of the Restructuring. Tax expense. Central Retail’s tax expense increased by THB 89 million, or 19.5%, to THB 545 million in the three months ended March 31, 2019 from THB 456 million in the three months ended March 31, 2018, due primarily to Central Retail’s increase in profit from continuing operations. Central Retail’s effective tax rate increased to 18.3% from 13.8% in the prior period. The change in effective tax rate was primarily due to Central Retail’s recognition of previously unrecognized tax losses.

5.2. Operational Performance 2017 Central Retail’s share of profit of associates and joint ventures decreased by THB 8 million, or 1.7%, to THB 461 million in the year ended December 31, 2017 from THB 469 million in the year ended December 31, 2016, due primarily to a decrease in profits attributable to Central Retail’s Nguyen Kim joint venture. Central Retail’s profit for the year from continuing operations decreased by THB 253 million, or 3.2%, to THB 7,570 million in the year ended December 31, 2017 from THB 7,823 million in the year ended December 31, 2016. Central Retail’s profit margin was 4.0% in the year ended December 31, 2017 as compared to 4.4% in the year ended December 31, 2016. 2018 Central Retail’s share of profit of associates and joint ventures decreased by THB 174 million, or 37.7%, to THB 287 million in the year ended December 31, 2018 from THB 461 million in the year ended December 31, 2017, due primarily to a tax provision amounting to THB 69.5 million Central Retail took in connection with a tax proceedings involving Central Retail’s Nguyen Kim joint venture in the year ended December 31, 2018. In the year ended December 31, 2018, Nguyen Kim was assessed by the Ho Chi Mihn Tax Department in connection with improperly declared personal income taxes for its employees during the periods from 2012 to 2018 amounting to THB 247.3 million. Central Retail recognize the effects of the expense only from the date of Central Retail’s acquisition of Nguyen Kim to December 31, 2018. The proportional effect on us amounted to THB 69.5 million in total for such period. Central Retail’s profit for the year from continuing operations increased by THB 3,039 million, or 40.1%, to THB 10,609 million in the year ended December 31, 2018 from THB 7,570 million in the year ended December

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31, 2017. Central Retail’s profit margin increased to 5.1% in the year ended December 31, 2018 from 4.0% in the year ended December 31, 2017. Quarter 1 of 2019 Central Retail’s share of profit of associates and joint ventures increased by THB 33 million, or 40.2%, to THB 115 million in the three months ended March 31, 2019 from THB 82 million in the three months ended March 31, 2018, due primarily to an increase in profits from Nguyen Kim in the three months ended March 31, 2019 and a loss taken in the three months ended March 31, 2018 in connection with the disposal of certain brands made pursuant to the Restructuring. Central Retail’s profit for the period from continuing operations decreased by THB 412 million, or 14.5%, to THB 2,434 million in the three months ended March 31, 2019 from THB 2,846 million in the three months ended March 31, 2018. Central Retail’s profit margin decreased to 4.5% in the three months ended March 31, 2019 from 5.6% in the three months ended March 31, 2018.

5.3. Financial Position and Liquidity 5.3.1. Total Assets Central Retail’s total assets as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 228,249 million, THB 260,989 million, THB 177,560 million and THB 175,710 million, respectively. Central Retail’s total assets decreased by 1.0% as of March 31, 2019. Central Retail’s total assets decreased by 32.0% as of December 31, 2018, primarily due to repayments of short-term loans from related parties and decreases in property, plant and equipment primarily due to disposals made in connection with the Restructuring. Central Retail’s total assets increased by 14.3% as of December 31, 2017, primarily due to a significant increase in short term loans to related parties, partially offset by a decrease in property, plant and equipment due to the Restructuring. Current Assets Trade Accounts Receivable Central Retail’s trade accounts receivable consist of accounts receivable from sales of merchandise made on credit terms through the wholesale businesses of Central Retail’s Central Marketing Group and Super Sports business units, both from related parties and from third parties. Central Retail’s trade accounts receivable, net of allowance for doubtful accounts, as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 5,014 million, THB 4,937 million, THB 4,559 million and THB 4,140 million, respectively. Trade accounts receivable decreased by 9.2% as of March 31, 2019, primarily due to seasonal effects from slower sales early in the year following increases in 2018 year-end sales. Trade accounts receivable decreased by 7.7% as of December 31, 2018, primarily due to a decrease in in trade accounts receivable from third parties attributable to the disposal of certain businesses in connection with the Restructuring. Trade accounts receivable decreased 1.5% as of December 31, 2017, primarily due to a decrease in in trade accounts receivable from third parties attributable to brand portfolio rationalization under

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Central Retail’s Central Marketing Group business unit (including closings of stores and a reduction in brand offerings). Central Retail’s normal credit terms granted to customers ranges from 30 days to 60 days. Central Retail’s average collection period decreased to 8.3 days in the three months ended March 31, 2019 from 9.7 days in 2018 and 10.9 days in 2017, primarily due to increased discipline in revenue collection. Other Receivables Central Retail’s other receivables consist of receivables from suppliers, prepaid expenses, receivables from the Thai revenue department, deferred promotion income and others. Central Retail’s other receivables as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 8,492 million, THB 9,283 million, THB 10,151 million and THB 9,563 million, respectively. The decrease as of March 31, 2019 was primarily attributable to payments received from related parties. The 9.3% increase as of December 31, 2018 was primarily attributable to increases in other receivables from related parties in connection with the Restructuring. The 9.3% increase as of December 31, 2017 was primarily attributable to increases in deferred promotion income. Inventories Central Retail’s inventories consist primarily of merchandise held for sale, which comprised 98.2%, 97.6%, 96.5% and 96.8% of Central Retail’s total inventories (before allowance for shrinkage and obsolescence), respectively, as of December 31, 2016, 2017 and 2018 and as of March 31, 2019. Inventories also include goods in transit, work in progress, raw material and factory supplies and others. Central Retail’s inventories as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 33,457 million, THB 33,716 million, THB 32,249 million and THB 32,854 million, respectively. Inventories increased by 1.9% as of March 31, 2019. Inventories decreased 4.4% as of December 31, 2018, primarily due to disposals in connection with the Restructuring. Inventories increased 0.8% as of December 31, 2017, primarily due to store expansions. Central Retail’s average inventory days were 105.3, 96.0 and 88.3 in the years ended December 31, 2017 and 2018 and in the three months ended March 31, 2019, respectively. Non-current Assets Investment Properties Central Retail’s investment properties primarily comprise a number of commercial properties which are leased to third parties. Central Retail’s investment properties as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 12,028 million, THB 10,126 million, THB 11,131 million and THB 11,305 million, respectively. Central Retail’s investment properties increased slightly as of March 31, 2019 due to the opening of a new rental property format in Phuket and partially offset by closure of certain Central Food Retail locations. The increase in investment properties as of December 31, 2018 primarily reflects new rental properties coming online and properties added from property, plant and equipment because such properties were being converted from retail space to rental space. The decrease in investment properties as of December 31, 2017 primarily reflect certain disposals made in connection with the Restructuring, partially offset by properties added

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from property, plant and equipment because such properties were no longer being directly used in the conduct of Central Retail’s business, but were rather rented to third parties. Property, Plant and Equipment Central Retail’s property, plant and equipment primarily comprise buildings, certain land and furniture and fixtures used for Central Retail’s store locations. Central Retail’s property, plant and equipment as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 was THB 74,170 million, THB 68,938 million, THB 39,141 million and THB 38,845 million, respectively. Property, plant and equipment decreased slightly as of March 31, 2019. Property, plant and equipment decreased by THB 29,797 million in 2018, or 43.2%, primarily due to disposals made in connection with the Restructuring. Property, plant and equipment decreased by THB 5,233 million, or 7.1%, in 2017, primarily due to disposals made in connection with the Restructuring and transfers made to investment properties. Certain improvements made to Central Retail’s buildings include the installation of air conditioning systems at branches of Thai Watsadu. Leasehold Rights Central Retail’s leasehold rights primarily comprise leases that have been pre-paid and are amortized over the contract period. Central Retail’s leasehold rights with third parties and with related parties comprised 79.6% and 20.4% of Central Retail’s total leasehold rights, respectively, as of March 31, 2019. Central Retail’s leasehold rights as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 was THB 24,268 million, THB 22,143 million, THB 20,934 million and THB 20,638 million, respectively. The decreases as of March 31, 2019 and as of December 31, 2018 and 2017 were primarily due to disposals in connection with the Restructuring. 5.3.2. Total Liabilities Central Retail’s total liabilities as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 169,239 million, THB 194,350 million, THB 110,233 million and THB 106,092 million, respectively. As of March 31, 2019, Central Retail’s total liabilities decreased by 3.8%, primarily due to decreases in Central Retail’s interest-bearing liabilities. As of December 31, 2018, Central Retail’s total liabilities decreased by THB 84,117 million, or 43.3%, primarily due to repayments of short-term loans from related parties, bank overdrafts and short-term loans from financial institutions and long-term loans from financial institutions. As of December 31, 2017, Central Retail’s total liabilities increased by THB 25,110 million, or 14.8%, primarily due to a significant increase in short term loans from related parties and an increase in long-term loans from financial institutions, partially offset by a decrease in bank overdrafts and short-term loans from financial institutions. Current Liabilities Current Interest-bearing Liabilities Central Retail’s current interest-bearing liabilities primarily comprise short-term loans from related parties, short-term loans from financial institutions and the current portion of long-term loans from financial institutions. The decrease in current interest-bearing liabilities as of March 31, 2019 was primarily attributable to repayments of certain short-term loans entered into in connection with the Restructuring. Central Retail’s

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significant increase in short-term loans from related parties as of December 31, 2017 and subsequent decrease as of December 31, 2018 were primarily attributable to transactions entered into in connection with the Restructuring. Proceeds from short term loans from financial institutions were primarily used to fund Central Retail’s working capital. Trade Accounts Payable Central Retail’s trade accounts payable as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 35,462 million, THB 37,953 million, THB 37,738 million and THB 35,394 million, respectively. The decrease in trade accounts payable as of March 31, 2019 was primarily attributable to payments made to suppliers and the closure of certain Central Food Retail locations, partially offset by increased inventory purchases to support Central Retail’s omni-channel sales through Power Buy and to support growth in Thai Watsadu. The decrease in trade accounts payable as of December 31, 2018 was primarily attributable to the disposal of certain entities in connection with the Restructuring. The increase as of December 31, 2017 was primarily attributable to an increase in merchandise purchases. Central Retail’s average accounts payable days were 107.3 and 102.7 in 2017 and 2018, respectively. Other Payables Central Retail’s other payables primarily comprise payables to third parties, mostly in the form of deposits and advances received, rental and service payable and accrued operating expenses. Payables to related parties primarily represented rental and service payable, accrued operating expenses and dividends payable. Central Retail’s other payables as of December 31, 2016, 2017 and 2018 and as of March 31, 2019 were THB 16,007 million, THB 17,541 million, THB 14,056 million and THB 13,221 million, respectively. The decrease as of March 31, 2019 was primarily attributable lower bonuses paid to employees. The decrease as of December 31, 2018 was primarily attributable to a decrease in accrued operating expenses attributable to rental and service fees, payroll and bonuses and capital expenditures of discontinued operations and a decrease in deposits and advances received attributable to gift vouchers Central Retail transferred to related parties in connection with the Restructuring. The increase as of December 31, 2017 was primarily attributable to a decrease in rental and service payable attributable to maintenance and property service charge and an increase in accrued operating expenses attributable to the opening of new stores, promotions and advertising. Non-current Liabilities Non-current Interest-bearing Liabilities Central Retail’s non-current interest-bearing liabilities primarily comprise long-term loans from financial institutions, which Central Retail use to fund Central Retail’s working capital. Central Retail’s non- current interest-bearing liabilities as of December 31, 2016, 2017 and 2018 and March 31, 2019 were THB 13,670 million, THB 14,525 million, THB 7,885 million and THB 7,518 million, respectively. The decrease in non- current interest-bearing liabilities as of March 31, 2019 was primarily attributable to scheduled repayments of long-term loans from financial institutions.

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The decrease of THB 6,640, or 45.7%, as of December 31, 2018 was primarily attributable to repayments in connection with the Restructuring, as well as repayment of certain long-term loans from financial institutions and the conversion of certain long-term loan facilities to short term loan facilities. The increase of THB 855 million, or 6.3%, as of December 31, 2017 was primarily attributable to an increase in Central Retail’s balance of long-term loans from financial institutions.

5.3.3. Equity Total Equity Central Retail’s total equity as of December 31, 2016, 2017 and 2018 and March 31, 2019 was THB 59,009 million, THB 66,638 million, THB 67,327 million and THB 69,618 million, respectively. Difference in Value Arising from the Restructuring Transactions of Entities under Common Control Central Retail recognized differences in the value arising from the Restructuring transactions of entities under common control. The differences amounted to THB 88 million, a deficit of THB 2,393 million and THB 2,393 million as of December 31, 2017 and 2018 and March 31, 2019, respectively. See note 4 to Central Retail’s consolidated financial statements included elsewhere in this offering circular for further details.

6. Market and Industry Overview For purposes of this “Industry” section, the term “Central Group” refers to Central Department Store Group, Central Food Retail Group, Central Home Group, Central Online Group, Central Pattana Group, Central Marketing Group, Centara Hotels & Resorts, Central Restaurants Group and Central Group Vietnam, each as according to Euromonitor International. Data sourced from Euromonitor International are derived from the following databases (i) Euromonitor Economies & Consumers, February 2019, (ii) Retailing 2019 edition and (iii) Travel 2019 edition. For macro-economic data (Euromonitor Economies & Consumers), Compound Annual Growth Rates (“CAGR”) for macro-economic data sourced from Euromonitor Economies & Consumers are calculated from current values for both historical and forecast years, using year-on-year exchange rate (converted from local currency using an annual average exchange rate for each year of the historic period). Otherwise, CAGR are calculated from current values for historical years and constant value for forecast years, using year-on-year exchange rate. Unless otherwise stated, values used for calculation refer to retail value in terms of retail selling price (“RSP”) excluding sales tax.

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6.1 Overview of The Thai Economy Thailand has the second largest GDP, third largest GDP per capita, and the fourth largest population in Southeast Asia at 69.1 million as of December 31, 2018. Robust economic performance has resulted in increasing average GDP per capita with a large and growing middle-income segment. The favorable macroeconomic and consumer profile has propelled the retail industry into a US$114 billion market as of 2018, the second largest in Southeast Asia according to Euromonitor International. Growth is expected to hold steady, with total retail sales expected to climb at a CAGR of 2.3% from 2018 to 2023. Store based retailing remains the largest contributor, accounting for 94.8% of total retail sales in 2018. However, several consumer trends have emerged in recent years. The increased presence of aspirational consumers, due to improved disposable incomes, has also created opportunities for channels such as online retailing and specialist retailers, as these consumers seek novel brands and products. Euromonitor International forecasts online retailing to gain tremendous traction, with the non-store retail segment expected to grow at a CAGR of 7.5% from 2018 to 2023, as compared to a 2.0% CAGR for store based retailing over the same period. The Thai government is committed to rollout a broadband network for all rural areas under the “Thailand 4.0” policy, further increasing consumers’ access to the internet, a key engine of growth for online retailing. Whilst online retailing is expected to continue growing rapidly, most consumers still prefer to see and feel products in stores before purchasing, thus amplifying the importance for retailers to adopt an omnipresent network, a strategy that many existing players are currently focused on, according to Euromonitor International. Given the promising outlook for the Thai retail industry, there is increasing competition in the retail industry with the entry of foreign players. The growth potential of online retailing in Thailand is also expected to attract more players into the market going forward, thus leading to further fragmentation in the industry. Large Economy, Coupled With Steady GDP Growth With a GDP of US$505 billion, Thailand stands as the second-largest economy in Southeast Asia. GDP grew at a CAGR of 3.7 % from 2013 to 2018, and is expected to grow significantly at a CAGR of 3.3% from 2018 to 2023, largely driven by a buoyant economy, against the backdrop of favorable consumer demographics.

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Exhibit 1: Thailand’s historical and forecasted GDP (2013 to 2023F)

US$Bn

Source: Euromonitor International

Exhibit 2: Thailand Forecasted Population (2018 to 2023F)

’000

Source: Euromonitor International

The Thai economy has been supported by growth in private consumption, attributable to various supportive trends, including an expanding middle-income population, growing disposable income per capita, and a young and urban population composition. According to Euromonitor International, the growth in private consumption is expected to increase further, growing at a rate of 5.8% CAGR from 2018 to 2023. Thailand’s GDP growth has been steady and strong.

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Exhibit 3: Thailand’s historical and forecast private consumption expenditure (2013 to 2023F)

US$Bn

Source: Euromonitor International Exhibit 4: Thailand Historical Consumer Expenditure per capita (2013 to 2018)

USD

Source: Calculated based on information derived from Euromonitor International historical consumer expenditure and population data.

Young Population Composition Thailand has a relatively young and working population, which is expected to drive its economic growth, leading to increased consumer spending. According to Euromonitor International, as of December 31, 2018, 23.6% of the Thai population was aged below 20 years, and 45.8% of males and 42.1% of females were below the age of 35 years old. This demographic provides a large and attractive customer base for Central Retail.

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Exhibit 5: Population Pyramid (male and female), Thailand, 2018

Share of Population (%)

Source: Euromonitor International Exhibit 6: Population split for Thailand by age group (2018 and 2023F)

Source: Euromonitor International

Rapid Urbanization As a result of economic growth, Thailand’s urban population has also grown steadily at a CAGR of 1.9% from 2013 to 2018. This has meant a significant increase in the percentage of the population living in urban areas from 46.2% in 2013 to 49.9% in 2018. According to Euromonitor International, this trend is expected to continue to prevail, with an expected 53.6% of the total population residing in urban areas by 2023.

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Exhibit 7: Historical and forecast total urban and rural population for Thailand with respective % split, and urban population as a % of total population (2013 to 2023F) MM %

Source: Euromonitor International

Robust foreign investment outlook, coupled with supportive cross border demographics A positive macroeconomic backdrop, stable government, and clear policy initiatives have translated into a buildup of strong interest from foreign investors seeking to gain exposure to Thailand, with foreign direct investment growing 269.2% YoY in 2017, the fastest pace recorded over the last 5 years. Tourism has also experienced robust growth in recent years, growing at a CAGR of 7.1% from 2013 to 2018, largely driven by Chinese visitors, a growth sustained and enabled by a corresponding increase in direct flights. This trend is expected to maintain, with tourist arrivals expected to grow at a CAGR of 6.8% from 2018 to 2023, as both business and tourist arrivals are forecasted to grow at the same pace.

Exhibit 8: Thailand’s historical and forecast tourist arrivals (2013 to 2023F)

Source: Euromonitor International

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6.2 The Thai Retail Industry The Thai retail industry has experienced steady growth in recent years, largely driven by robust economic growth, coupled with the growing young, middle income population with a higher disposable income and greater propensity to spend. Total retail sales have grown at a CAGR of 1.9% from 2013 to 2018, and are expected to grow significantly at a CAGR of 4.8% from 2018 to 2023.

Exhibit 9: Total retailing in Thailand, store-based retail sales vs. non-store retail sales and non-store-based retail sales as a percentage of total sales (2013 to 2023F) US$Bn; Retail Value rsp excl Sales Tax %

Source: Euromonitor International

Competitive Landscape Within the Retail Industry Local retail groups including CP All, Ek-Chai Distribution System, Central Group and Big C Supercenter have emerged as the leaders within a fragmented landscape. Whilst these local retail chains lead due to their long-standing presence, the evolving retail landscape in Thailand, including the constant growth of online retailing, has also led to these players investing to transform their business models to align with consumers’ needs. Competition in retailing has intensified, particularly in online retailing due to the attractive market potential. International powerhouses and niche brands are anticipated to set up e-commerce operations, as they seek to target consumers’ eagerness for novelties.

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Exhibit 10: Historical development of market shares of Thai retailers (2014 to 2018)

%; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International

Thailand’s Department Store Industry According to Euromonitor International, retail sales from department stores grew at a CAGR of 4.4% from 2013 to 2018, alongside a surge in department store selling space growing at a CAGR of 4.9% over the same period. The robust growth in retail sales is expected to moderate to CAGR of 3.4% from 2018 to 2023, driven by an evolving consumer preference, including a switch to online retailing.

Exhibit 11: Thailand’s historical and forecast department store retail sales (2013 to 2023F)

US$Bn; Retail Value rsp excl Sales Tax

Source: Euromonitor International According to Euromonitor International, Central Group has enjoyed a dominant leadership position within department stores with an approximately 55.4% market share, and also saw the biggest increase in market share by value in 2018. This is largely attributable to its multiple retail banners, including Central Department Store, Robinson Department Store and Zen Department Store, which are targeted towards different consumer segments; for instance, Central Department Store is positioned at the middle to high-end of the market, whilst Robinson Department Store is positioned at the mass level.

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Exhibit 12: Historical development of market shares of department stores (2014 to 2018)

%; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International Thailand’s Sporting Goods Specialty Retail Industry The sporting goods specialty retail industry grew at a CAGR of 5.6% from 2013 to 2018 and is expected to grow at a CAGR of 2.6% from 2018 to 2023, as product sales are boosted by the ongoing national health and fitness trends. Due to overwhelming demand from consumers of all age groups, sportswear products can be found across all channels, including shopping centers, specialty retailers as well as online platforms, with innovative product launches helping to continue attracting attention and boosting demand. Over the forecast periods, sporting goods stores are expected to continue to develop strongly in Thailand, with premium positioning, brand collaborations and limited collections exerting significant influence in fueling consumer demand. Furthermore, interest in sports-related activities organized by the government, brands, retailers and other parties is expected to continue growing.

Exhibit 13: Thailand’s historical and forecast sports good specialty retail sales (2013 to 2023F)

US$MM; Retail Value rsp excl Sales Tax

Source: Euromonitor International

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Super Sports, owned by Central Group, leads the market with 35.8% market share by retail value as of 2018 with two retail banners “Super Sports” and “Fit by Super Sports” as well as 99 brandshops including Crocs, New Balance and others. Super Sports started as a store-in-store format under Robinson Department Store and has rapidly expanded into standalone stores across the nation with a dominant leadership position. Exhibit 1 : Historical development of market shares of sports goods specialty retailers (2014 to 2018) %; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International

Thailand’s Supermarket Industry According to Euromonitor International, given that most supermarkets tend to be located within department stores, Central Group benefits more than other competitors, since it owns department stores under the Robinson Department Store and Central Department Store retail banners. These factors have allowed Central Group to be entrenched in a dominant market leadership position, commanding 25.1% of total supermarket retail sales as of 2018.

Exhibit 1 : Historical development of market shares of supermarkets (2014 to 2018)

%; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International

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Thailand’s Convenience Store Industry With more than 9,000 outlets, 7-Eleven is the dominant leader within the convenience store market in Thailand. Rapid expansion is the key driver for its leadership position. 7-Eleven aims to seize all the locations with the best potential in order to prevent other competitors from acquiring them. As a result, there are some 7- Eleven stores operating very near each other. The collaboration between PTT petrol stations and 7-Eleven was another factor leading to its success. As of 2017, 7-Eleven had around 14.0% of its stores in PTT petrol stations.

Exhibit 1 : Historical development of market shares of convenience stores (2014 to 2018)

%; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International

Thailand’s Home Improvement and Gardening Industry Local players continued to dominate the home and garden specialist retailers market in 2018, led by Home Product Center, Central Group (through Thai Watsadu) and Siam Global House. Local players generally have an advantage over international players, as they are more familiar with consumers’ needs, such as product design, size and price range. They also have a high number of stores, which helps customers to easily access their services. Exhibit 1 : Historical development of market shares of home improvement and gardening retailers (2014 to 2018) %; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International

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Thailand’s Electronics and Appliance Retail Industry The electronics and appliance retail industry grew at a CAGR of 1.6% from 2013 to 2018, and is expected to grow at a CAGR of 2.4% from 2018 to 2023, as products are expected to shift further from mass to premium going forward. Consumers, especially the younger generation, tend to focus more on quality, technology, innovation and product guarantees, whilst price is becoming a less significant consideration. In fact, the premium products introduced to the market tend to be affordable due to rapid technological advancement and mass production, which reduce costs. As a result, retailers are starting to focus on competing in terms of quality and innovation, as opposed to price to drive growth in sales. Exhibit 1 : Thailand’s historical and forecast electronics and appliance retail sales (2013 to 2023F) US$Bn; Retail Value rsp excl Sales Tax

Source: Euromonitor International

Power Buy, owned by Central Group, leads the market with a 6.8% retail value market share as of 2018. It aims to develop its online and offline stores by using an omni-channel strategy including online kiosk, click-and-collect and Power Buy Digital Signature. Furthermore, Power Buy not only focuses on selling electronics and appliances, but also aims to develop into a total solution service model going forward.

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Exhibit 1 : Historical development of market shares of electronics & appliance retailers (2014 to 2018) %; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International Thailand’s Online Retail Industry Despite the relatively fragmented landscape in online retailing in Thailand. Lazada has managed to gain a strong lead as they continue to be aggressive in terms of promotions and advertisements. Alibaba’s acquisition of Lazada and the subsequent availability of Tmall.com and Taobao.com products on Lazada also created a cross-border e-commerce opportunity for Thailand, as consumers were eager to access new products. Online retailing will continue to see rising competition as offline players set up an online presence and new companies, both international and domestic, emerge in Thailand.

6.3 Overview of The Vietnamese Economy Vietnam is the second fastest growing economy within Southeast Asia, with GDP growing at a CAGR of 7.5% from 2013-2018. This growth is underpinned by the country’s continued long-term expansion of higher value-add industries, such as export-led manufacturing and service-based sectors, which compensate well relative to traditional agriculture-based sectors, allowing a significant number of the Vietnamese population to enter into the middle/upper middle class each year. This is expected to spur economic growth further, with GDP expected to accelerate further to grow at a CAGR of 6.3% from 2018 to 2023, according to Euromonitor International.

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Exhibit 20: Vietnam’s historical and forecasted GDP (2013 to 2023F)

US$Bn

Source: Euromonitor International The strength of the economy is also rooted in the country’s attractive demographic construct. Vietnam has the third largest population in Southeast Asia with 96.5 million people, most of whom are young, with 51.9% of the population below 35 years old, and are becoming increasingly urban, as of December 31, 2018.

Exhibit 21: Vietnam’s population distribution by age (201 )

Source: Euromonitor International

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Exhibit 22: Historical and forecast total urban and rural population for Vietnam with respective % split, and rural population as a % of total population (2013 to 2023F) MM %

Source: Euromonitor International The buoyant economy has resulted in rising affluence and consequently rising consumption, with disposable income having grown at a CAGR of 9.6% from 2013-2018, and private consumption having grown at a CAGR of 9.6% over the same period. With an attractive and robust economic outlook and supportive population demographics, the retail industry in Vietnam is expected to continue growing rapidly.

6.4 Vietnamese Retail Industry The Vietnamese retail market is expected to see a positive outlook in terms of foreign investment and value sales, with total retail sales expected to grow at a CAGR of 5.4% from 2018 to 2023. This is attributable to the supportive political and economic backdrop, which is expected to encourage consumption by Vietnamese consumers over the next five years. Aside from the expanding middle-income consumers group and the growing young population, the government policy towards foreign investment is also expected to contribute to further growth, with the entry of global brands into the market. Therefore, the Vietnamese competitive landscape is predicted to be more intense, with a number of international entrants and newly established local companies.

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Exhibit 23: Total retailing in Vietnam, store-based retail sales vs. non-store retail sales and non-store-based retail sales as a percentage of total sales (2013 to 2023F) US$Bn; Retail Value rsp excl Sales Tax %

Source: Euromonitor International

Vietnam’s Hypermarket Industry Big C, which was acquired by Central Group in 2016, remains the most prominent player in the industry with a 60.0% market share in 2018, followed by Lotte Mart (Lotte Group) and Aeon Mall (Aeon Group). Driven by international brands, the competition is expected to become even stronger, leading to an emphasis on customer service and product portfolios, as well as price schemes to win consumers’ trust.

Exhibit 2 : Historical development of market shares of hypermarkets (2014 to 2018)

%; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International

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Vietnam’s Electronics and Appliance Retail Industry With a nationwide distribution reach to 63 provinces, Mobile World is the leader among electronics and appliance specialist retailers in Vietnam, with a 17.6% market share as of 2018. Taking into consideration the changes in consumer preferences, an omni-channel strategy, coupled with steady network expansion, has been critical to Mobile World’s success. Exhibit 2 : Historical development of market shares of electronics and appliance retailers (2014 to 2018) %; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International 6.5 Overview of The Italian Economy Growth within the Italian economy has moderated in recent years due to some political instability, while the premier’s resignation and change in government officials led to a slowdown in consumer confidence, with GDP declining at a CAGR of 0.5% from 2013 to 2018. However, pressure on the economy has gradually been alleviated, with the government providing greater assurance that it intends to comply with the EU fiscal rules. Italy's recovery is expected to continue, although its growth prospects are moderate given the economy's limited growth potential, with GDP expected to grow at a CAGR of 0.7% from 2018-2023.

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Exhibit 26: Italy’s historical and forecast GDP (2013 to 2023F)

US$Bn

2013 to 2018 CAGR: (0.5%)

Source: Euromonitor International 6.6 Italian Retail Industry The muted economic performance and consumer confidence has also resulted in the retail industry experiencing weaker growth in recent years, with total retail sales declining at a CAGR of 1.3% from 2013 to 2018. A clearer political route map and stability is expected to allow this trend to bottom out, with Euromonitor International expecting retail sales to grow at a CAGR of 1.1% from 2018 to 2023. Exhibit 2 : Total retailing in Italy, store-based retail sales vs. non-store retail sales and non- store-based retail sales as a percentage of total sales (2013 to 2023F) US$Bn; Retail Value rsp excl Sales Tax %

Source: Euromonitor International Italy Department Store Industry Rinascente, owned by Central Group holds the leading position with 48.1% market share in Italy, as it designs its stores to entertain its customers while also providing them with premium retail services. The shopping experience remains the key company focus, and it continued to attract customers in 2018 with the opening of a new 8-story luxury department store in Rome at the end of 2017.

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Exhibit 2 : Historical development of market shares of department stores (2014 to 2018)

%; Retail Value rsp excl Sales Tax for Global Brand Owners

Source: Euromonitor International

7. Business and Network Expansion

7.1 Extend Domestic Leadership through Organic Growth and Inorganic Growth in Thailand Central Retail Group’s priority is to extend its leadership position through store optimization, rapid network expansion and omni-channel integration to capture additional market share and increasing growth in customer spending, particularly in regions outside Bangkok, where its lower market penetration presents an opportunity for further growth. Central Retail Group’s national market share in Thailand’s highly fragmented retail market was 5.3% in terms of retail value in 2018, based on its analysis of Euromonitor International’s market share data. It therefore targets to significantly grow its market share in these areas through both organic and inorganic growth in the next five years. Given the highly fragmented retail market in Thailand, merger and acquisitions present a compelling opportunity for growth going forward. To achieve this goal, Central Retail Group welcomes local level management to provide input and participate in decision-making through the implementation of its “centrality” management initiative, which allows coordination of management decisions at the local and community levels, which encourages local management to engage with the community by participating in community events and which Central Retail Group believes will make it more responsive to changes in customer tastes and preferences at the local level.

7.2 Accelerate Central Retail Group’s Growth in Vietnam by Leveraging Central Retail Group’s Big C Platform Central Retail Group plans to leverage Big C, which is now Vietnam’s largest hypermarket retailer in terms of market share, as a platform to accelerate its growth in Vietnam. Its Big C retail plazas in Vietnam are anchored by Big C hypermarkets and lease space to third party stores as well as its own retail banners. It

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intends to introduce a similar concept in rural areas anchored by Lanchi Mart outlets, with a modified retail category mix catering specifically to rural consumers. Its specialty electronics retail banner, Nguyen Kim, will also be expanded in both standalone and shop-in-shop formats within Big C outlets. It believes this hybrid hypermarket and retail plaza platform will become a powerful force multiplier that drives its growth across the country. As Central Retail Group builds out its nationwide store network in Vietnam, it will also continue to innovate with new store concepts and formats. It has leveraged the success of its Big C and Nguyen Kim businesses to introduce new innovative specialty retail banners, similar to how it has driven the evolution of consumer preferences in Thailand. For example, in health and beauty, Central Retail Group anticipates a shift in preference from inexpensive, supermarket aisle products to more comprehensive, beauty-focused specialty retailing with professional shopping guides, so it has launched the new category-killer “Hello Beauty” to help drive growth in this segment. Central Retail Group believes that it can leverage its new Big C retail plaza format as a platform to host up to 100 new brandshops and shop-in-shops per year in Vietnam, targeting to ultimately have a total of over 800 stores open under all of its retail banners across all 63 cities in this rapidly expanding, underpenetrated market.

7.3 Extract Further Synergies and Opportunities for Growth from Rinascente in Italy and across Europe Central Retail Group is the leading department store operator in Italy, with nine Rinascente department store locations in eight cities across the country as of March 31, 2019. Its flagship stores in Milan and Rome are among Europe’s premier “must-visit” shopping destinations for tourists, making them a valuable source of customer data analysis with respect to the tourism, luxury and affordable luxury shopping markets that can inform its business in other countries. Capturing additional share of the tourism market is crucial to its continued growth in Italy as well as an important part of its Thai business, and thus it plans to implement effective marketing strategies to continue to attract tourists, especially those from the People’s Republic of China. Central Retail Group also intends to expand its business in Italy by focusing on delivering a superior shopping experience at its existing stores through continuous store renovations and thereby attracting popular brands. It is in the process of renovating its Florence location under its “store of craft” corner concept, which emphasizes Florence as the birthplace of iconic fashion trends, and are converting its Turin and Roma Fiume locations into mini- flagships, which it expects to enhance the shopping experience and attract more luxury and affordable luxury brands, in each case driving increases in foot traffic and sales. Omni-channel is another focus for driving growth in the coming years, with an emphasis on features like Click & Collect, e-Ordering and Rinascente ON DEMAND. Central Retail Group plans to extract further synergies from its Rinascente stores, and continue to evaluate opportunities elsewhere in Europe.

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7.4 Continue to Improve Central Retail Group’s Omni-Channel Platforms to Enhance Customer Experiences Achieving full coverage of Central Retail Group’s omni-channel platforms across its entire retail ecosystem and extracting operational synergies and efficiencies is a key strategy for driving its growth going forward to create a seamless shopping experience, which ultimately leads to increases in sales. Operationally, Central Retail Group plans to continue to scale up its omni-channel capabilities to achieve network effects and other efficiencies, further accelerating growth. It continues to improve the online and mobile portals through which customers can access its retail banners from anywhere, and have hired dedicated technical personnel to drive improvements to its e-commerce infrastructure. Central Retail Group continues to leverage its physical network, such as through store clustering, to lower its fulfillment costs for online orders. It also plans to aggressively promote its omni-channel platforms in-store, helping to convert retail foot traffic into online traffic to realize much lower online customer acquisition costs than its competitors.

7.5 Optimize Customers Data Analytics to Foster Customer Loyalty and Drive Sales Data aggregation and newly introduced analytics enable Central Retail Group to offer a more personalized and holistic shopping experience for its customers, which helps to strengthen customer loyalty and ultimately drive increases in sales. Central Retail Group’s participation in loyalty programs across Thailand, Vietnam and Italy and the breadth and depth of its multi-format and omni-channel platforms provide it with multiple channels to collect and aggregate customer data, including age, income, occupation, geographical location and spending patterns. It plans to utilize data analytics provided by The1 loyalty program and its internal sources to process customer data into increasingly individualized profiles that can help to determine consumption patterns, levels of wealth and other customer attributes. It then plans to make this data available where it is most needed, which for Central Retail Group means providing it to managers at the store level so they can make better decisions with respect to pricing, merchandising, promotions, cross-selling and targeted offers and communications, helping them to provide an increasingly differentiated and enhanced customer shopping experience. Furthermore, it plans to make this data available to its brand and merchandise partners on a selective basis and subject to certain conditions, in order to assist its brands in improving their pricing, merchandising, inventory management and other decisions, which it believes will benefit itself in the form of stronger partnerships with suppliers, enhanced customer engagement and ultimately increased sales from its own customers. Case studies conducted by The1 loyalty program show the effectiveness of its data analytics capabilities to inform its promotions. An initiative during its “Summer Beauty” promotion in March 2018 used data analytics to cross-sell beauty items that customers may have missed on prior shopping trips; the result was an increase of THB 31.4 million in spending, 27.1% higher than the control group, according to campaign results from The1 research. Similarly, an initiative during its “Lets’ WOW Mom” promotion in August 2018 used

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data analytics to cross-sell beauty items and children’s gifts, and the result was an increase of THB 135.2 million in spending, 13.1% higher than the control group, according to campaign results from The1 research.

7.6 Continue Exploring Future Growth Opportunities in Asia and Globally Central Retail Group’s track record in international acquisitions has institutionalized its strategic approach to expanding into new markets, and it continues to monitor regional markets for expansion and acquisition opportunities. Central Retail Group actively review and explore opportunities and are excited by attractive and appropriate acquisition targets, joint venture partnerships and other growth opportunities in Asia and abroad. It aspires to become either a market leader overall or a leader in highly defensible, high-value, high-growth niche segments in new markets, and are especially interested in investments that allow it to leverage its operational expertise to realize synergies with the potential targets. Vietnam provides a valuable case study for its acquisition strategy. After initiating its Nguyen Kim and Lanchi Mart joint ventures, its scale in Vietnam remained insufficient for optimal performance. Big C therefore presented an ideal opportunity to achieve the scale Central Retail Group wanted and allowed it to strengthen its existing banners in Vietnam. It then concentrated its efforts to make sure the acquisition was successful. Big C is now a clear leader in the Vietnamese hypermarket space. In February 2019, Central Retail Group entered into a partnership with Grab in Thailand to help expand its omni-channel capabilities.

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