(-Translation-)

No. 990/70/018/2562 July 26, 2019

Subject Business Restructuring and Delisting, Amendment of the Articles of Association, and Convening of the Extraordinary General Meeting of Shareholders No. 1/2019 of Robinson Public Company Limited

To The President The Stock Exchange of Thailand

Enclosures: 1. Preliminary Information on the Restructuring of Central Retail Corporation Company Limited 2. Form of Report on Delisting of Shares (F10-6)

Robinson Public Company Limited (the “ Company ”) would like to announce that the following significant resolutions were passed at the Board of Directors’ Meeting of the Company No. 4/2019, which was held on July 26, 2019:

1. A resolution was passed to propose that the Extraordinary General Meeting of Shareholders No. 1/2019 consider and approve the delisting of the Company’s shares from the Stock Exchange of Thailand (the “SET ”), (the “Delisting ”), pursuant to the business restructuring of the subsidiaries and affiliates of Central Retail Corporation Company Limited (“ Central Retail ”) following the receipt by the Company of a letter of intent from Central Retail, a major shareholder of the Company holding directly and indirectly 53.83 percent of the total issued shares of the Company, on July 26, 2019 in relation to the business restructuring of Central Retail’s subsidiaries and affiliates, including the Company (collectively together with Central Retail, the “Central Retail Group ”), (the “Restructuring ”), as part of its preparation for an initial public offering and listing of its shares on the SET, (“ IPO ”). In this regard, 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. In this regard, Central Retail 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 ”) in exchange for Central Retail’s newly issued ordinary shares. In connection with the Conditional Exchange Offer, Central Retail will propose to purchase shares from all shareholders of the Company who accept the Conditional Exchange Offer at a price of THB 66.50 per share (the “ Company Shares Price ”) and it will issue its newly issued ordinary shares (the “ Shares Consideration ”) as consideration for the Conditional Exchange Offer. 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 in the future (the “ IPO Shares Price ”). In this regard, if there is any fraction of shares from the allocation of the Shares Consideration 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, 1

the tender offer price 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. 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 order to make Central Retail a single listed vehicle, Central Retail has proposed to proceed the Delisting 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 (collectively, the “ Restructuring Plan of Central Retail ”). 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.

Nevertheless, 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 such applicable disclaimer and will be published on the websites of the Company, the Office of the Securities and Exchange Commission (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 this regard, the shareholders of the Company who accept the Conditional Exchange Offer will be allocated the Share Consideration from Central Retail.

However, Central Retail may cancel the Conditional Exchange Offer upon the occurrence of any of the following events:

• 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.

• Any event that causes the application for the Delisting to terminate.

• 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 and the occurrence of any of the events as specified in the relevant underwriting agreements and the international purchase agreements

2

which may cause the underwriters or the initial purchasers to exercise their rights to cancel the IPO under such agreements.

• 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.

The process under the Restructuring Plan of Central Retail is as follows:

• 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.

• The shareholders’ meeting of the Company approves the Delisting.

• Central Retail submits an application for approval of an offer for sale of its newly issued shares (the “IPO Application”), together with 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 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.

• 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. In addition, the shareholders who accept the Conditional Exchange Offer will be allocated the Shares Consideration from Central Retail.

Moreover, the Meeting has passed to propose that the Extraordinary General Meeting of Shareholders No. 1/2019 consider and approve the authorization to the Executive Committee or the authorized directors or any persons authorized by the Executive Committee to undertake actions relating to the Delisting pursuant to the proposal under the Restructuring Plan of Central Retail and undertake any other relevant actions.

In this regard, details on the Restructuring Plan of Central Retail and Central Retail’s information are as set out in the Preliminary Information on the Restructuring of Central Retail Corporation Company Limited (Enclosure 1 ) and details on the Delisting are as set out in the Form of Report on Delisting of Shares (F10-6) ( Enclosure 2 ).

2. A resolution was passed to approve the appointment of Discover Management Company Limited to be an independent financial advisor (IFA) to provide an opinion on the Delisting under the Restructuring Plan of Central Retail and the Restructuring Plan of Central Retail, as well as the appropriateness of the offering price. 3

3. A resolution was passed to propose that the Extraordinary General Meeting of Shareholders No. 1/2019 consider and approve the amendment of the Articles of Association of the Company to be in line with the relevant regulations regarding Central Retail’s IPO pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 39/2559 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares (as amended).

4. A resolution was passed to approve the convening of the Extraordinary General Meeting of Shareholders No. 1/2019 on September 5, at 3. hrs. at The Emerald Hotel at No. 99/1, Ratchadapisek Road, Din Daeng Sub-District, Din Daeng District, Bangkok, to consider the following agenda items:

Agenda item 1 To consider and adopt the minutes of the 201 9 Annual General Meeting of Shareholders;

Agenda item 2 To consider and approve the delisting of the Company’ s s hares from the SET pursuant to the proposal under the Restructuring Plan of Central Retail and the relevant authorization;

Agenda item 3 To consider and approve the amendment of the Articles of Associations of the Company to be in line with the relevant regulations regarding Central Retail’s IPO pursuant to the Notification of the Capital Market Supervisory Board No. TorJor. 39/2559 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares (as amended);

Agenda item 4 To consider other businesses (if any).

Moreover, the Board of Directors’ Meeting has set the date for determining the names of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2019 (Record Date) on August 13, 2019.

Please be informed accordingly.

Sincerely yours, Robinson Public Company Limited - Sattabun Chaiyadecha - (Mr. Sattabun Chaiyadecha) Company Secretary

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- 1 - Enclosure 1

(-Translation-) Preliminary Information on the Restructuring of Central Retail Corporation Company Limited

Overview

Robinson Public Company Limited (the “Company”) received a letter of intent from Central Retail Corporation Company Limited (“Central Retail”), a major shareholder of the Company holding directly and indirectly 53.83 percent of the total issued shares of the Company on July 26, 2019, in relation to the business restructuring of Central Retail’s subsidiaries and affiliates, including the Company (collectively together with Central Retail, the “Central Retail Group”), (the “Restructuring”), as part of its preparation for an initial public offering and listing of its shares on the Stock Exchange of Thailand (“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”) in exchange for Central Retail’s newly issued ordinary shares (the “Shares Consideration”) where consideration will be made with no cash alternative. 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 (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.

In this regard, the Board of Directors’ Meeting No. 4/2019 of the Company, which was held on July 26, 2019, resolved to approve the Delisting and propose such matter to the shareholders’ meeting of the Company for consideration and approval.

Objectives and Rationales for the Restructuring Plan

The objectives and rationales for the Restructuring Plan of Central Retail are as follows:

(1) 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;

(2) 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 and respond to the market demand in each area; and - 2 - Enclosure 1

(3) 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.

Restructuring Plan

Subject to certain restrictions and procedures to be set out by 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.

In implementing the Restructuring Plan, 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 as follows:

1. A waiver was granted so that the rules on tender offer price for delisting of securities are disapplied, but on condition that:

1.1 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 relevant information to the Company; and

1.2 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 Restructuring Plan as well as the appropriateness of the offering price in the notice of the shareholders’ meeting and to attend the shareholders’ meeting of the Company to provide explanations and information to the shareholders.

2. A waiver was granted so that the Conditional Exchange Offer for all securities in the Company can be made with no cash alternative. - 3 - Enclosure 1

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

The Company’s shareholding structures before and after completion of the Restructuring Plan (on the assumption that all other shareholders accept the Conditional Exchange Offer) are as follows:

Before the Restructuring Plan After the Restructuring Plan

Central Retail’s shareholders Central Retail’s shareholders

The Company’s Central Retail **Central Retail shareholders The Company’s *53.83% shareholders *100%

46.17%

**The Company The Company

Remark * Holding directly and indirectly ** As a listed company - 4 - Enclosure 1

The steps under the Restructuring Plan are as follows:

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, Central Retail will propose to purchase shares from all shareholders of the Company who accepts the Conditional Exchange Offer at a price of THB 66.5 per share (the “Company Shares Price”), 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 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 connection with the Restructuring Plan and the IPO, Central Retail will propose that its shareholders’ meeting approve, among others, the Restructuring Plan, the increase of its registered capital, and the allocation of its newly issued ordinary shares. If the shareholders’ meetings of the Company and Central Retail have approved the foregoing transactions, 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 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.

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 - 5 - Enclosure 1

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 ten 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.

Within 165 days Next business day At least 25 business days Next business day (Approximately)

Central Retail’s The SEC Office’s Beginning of the Updated IPO Closing of the Final IPO submission of approval of the IPO Conditional Shares Price Conditional Shares Price the IPO Application and Exchange Offer Range Exchange Offer Application prospectus / Preliminary IPO becoming effective Shares Price Range 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 is as set out below under “Expected Timetable under the Restructuring Plan”.

Restructuring Plan Process

The Restructuring Plan process is as follows:

. 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.

. The shareholders’ meeting of Central Retail approves, among others, the Restructuring Plan, the increase of its registered capital, and the allocation of its newly issued shares.

. 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 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. - 6 - Enclosure 1

. 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. 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.

The Conditional Exchange Offer can be summarized as follows:

o Type and class of securities tendered

Ordinary shares of the Company

o Tender offer price

The tender offer price is THB 66.50, which 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 of the Company for consideration. Moreover, if the Company pays dividends before payment of the consideration for the Conditional Exchange Offer, the tender offer price will be reduced in proportion to the amount of the dividends paid per share of the Company.

o Consideration

Consideration comprises Central Retail’s newly issued ordinary shares where consideration will be made with no cash alternative.

o Swap ratio and swap price

The swap ratio for the exchange of the Company’s shares to Central Retail’s Shares Consideration will be calculated from the Company Shares Price divided by the final 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. - 7 - Enclosure 1

o Offer period

The offer period is a period of not less than 25 business days and not more than 45 business days, 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.

o 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:

- 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.

- Any event that causes the application for the Delisting to terminate.

- 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 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.

- 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.

Expected Timetable under the Restructuring Plan

The expected timetable under the Restructuring Plan is as follows:

Description The Company Central Retail Board of directors’ meeting of Central Retail - July 25, 2019 to approve the Restructuring Plan Board of directors’ meeting of the Company July 26, 2019 - to approve the Delisting - 8 - Enclosure 1

Description The Company Central Retail Extraordinary general meeting of - August 29, 2019 shareholders of Central Retail to approve the Restructuring Plan Presentation on the Delisting by an September 5, 2019 - independent financial advisor and the Company and the extraordinary general meetings of shareholders of the Company to approve the Delisting Central Retail to submit the IPO Application - As soon as practicable for the offering of its newly issued ordinary following shareholder shares as consideration for the Conditional approval at the Exchange Offer and for the IPO to the SEC extraordinary general Office and the application for listing meeting of shareholders of securities to the SET Central Retail and expected to take place within 2019 Application for the Delisting to be submitted Before the SEC Office - to the SET (Form F 10-7) approves the IPO Application The SEC Office to approve the IPO - Within 165 days from the Application and declare the prospectus of receipt of the IPO Central Retail effective Application (if the SEC Office has no further issues) Central Retail to start the Conditional Within ten business days - Exchange Offer (the offer period will last for after Central Retail’s at least 25 business days) prospectus is declared effective The Delisting and the listing of Central As soon as practicable, but no later than two weeks after Retail’s shares on the SET to be completed the end of the tender offer period

Remark: The above expected timetable may be subject to change. - 9 - Enclosure 1

Conditions Affecting Implementation of the Restructuring Plan

The implementation of the Restructuring Plan is subject to the conditions which are under and beyond Central Retail’s control, such as:

. The shareholders’ meeting of the Company approves the Delisting with 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.

. The shareholders’ meeting of Central Retail approves the following with votes of not less than three-fourths of the total votes of the shareholders attending the meeting and having the rights to vote:

o the Restructuring Plan; and

o the issuance and allocation of Central Retail’s newly issued ordinary shares to the shareholders of the Company as consideration for the Conditional Exchange Offer and the IPO.

. 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.

. Central Retail is able to successfully complete the Conditional Exchange Offer and the IPO.

. The SET approves the listing of Central Retail’s newly issued ordinary shares and existing shares on the SET.

. The SET approves the Delisting.

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.

Impacts from the Restructuring Plan on the Company

Under the Restructuring Plan of Central Retail, the Company, a subsidiary of Central Retail, will submit an application for delisting of securities to the SET and the impacts on the Company from such Restructuring Plan can be summarized as follows: - 10 - Enclosure 1

(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 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) Accounting and tax impact from the Restructuring Plan

(a) In the case that the Restructuring Plan is successful

In the case that the Restructuring Plan 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.

(b) In the case that the Restructuring Plan is not successful

In the case that the Restructuring Plan is not successful, the Company will not have any accounting or tax impact.

Impacts on the Company’s Shareholders

Impacts on the Company’s shareholders are as follows:

(1) Impact on the Company’s shareholders in the case that the Restructuring Plan is successful

(a) Impact on the Company’s shareholders who accept to sell their shares in the Conditional Exchange Offer

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, 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 - 11 - Enclosure 1

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.

(b) 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:

(1) 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.

(2) In the case that Central Retail is entitled to vote at a shareholders’ meeting of the Company and has more than 75 percent of the total votes in 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.

(3) 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.

(4) 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. - 12 - Enclosure 1

(5) 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.

(6) The Company’s shareholders will not receive returns from Central Retail, which is a larger retailer with operations in Thailand and aboard.

(7) The shareholders of the Company can still sell their shares on the SET until the Delisting is completed.

Information 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. 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.

Company History 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. 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. - 13 - Enclosure 1

Year Growth Milestones 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. Key Banners

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. - 14 - Enclosure 1

FASHION SEGMENT

(81 department stores (1), 93 specialty stores, 390 brandshops, 1,816 sales counters, 22 retail plazas, omni-channel platforms) Main Store Company That Key Retail Count Operates Key Banners Country Introduction (2) (3) Banners

Thailand Central Retail Group’s flagship Central Department Store 23 Central retail banner showcases a broad range of products catered Department to various customer segments, coupled with quality Store Company 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 49 Robinson Thai department stores, with a market share of 17.0 % Public

(following Central Department Store), and was also Company ranked first in terms of number of outlets and net selling Limited 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 Group’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 Group’s internal data.

www.robinson.co.th - 15 - Enclosure 1

Thailand Super Sports is Central Retail Group’s chain of medium- 192 (4) CRC Sports to-large specialty stores, offering specialty sports apparel Company and quality equipment catered towards all consumer Limited 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.supersports.co.th

Thailand Central Marketing Group is Central Retail Group’s 284 (5) Central Trading international fashion and beauty distribution business, Company offering products through retail sales counters located in Limited 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 licenses or distributes 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 9 La Rinascente department store format, offering Italian and international S.p.A. brands in fashion, accessories, beauty, homewares, 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 - 16 - Enclosure 1

HARDLINE SEGMENT

(222 specialty stores, omni-channel platforms)

Main Store Company That Key Retail Count Operates Key Banners Country Introduction (2) (3) Banners

Thailand Thai Watsadu focuses on providing home building 53 CRC Thai

supplies and construction materials, and Baan & Beyond Watsadu is Central Retail Group’s flagship home decoration and Company furnishings banner. Thai Watsadu ranked third in Limited 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 105 Power Buy electronics and appliances banner, which ranked first in Company Thailand in terms of market share among electronics and Limited 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 64 Nguyen Kim electronics store in Vietnam, highlighting Central Retail Trading Joint Group’s emphasis on quality by providing top-notch Stock electronic appliances to Central Retail Group’s customers Company throughout Vietnam. 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 - 17 - Enclosure 1

FOOD SEGMENT

(326 supermarkets and hypermarkets, 37 retail plazas, 1,008 convenience stores, omni-channel platforms)

Main Store Company That Key Retail Count Operates Key Banners Country Introduction (2) (3) Banners

Thailand Tops is Central Retail Group’s flagship grocery, offering 265 Central Food a variety of store formats from Tops Market urban Retail supermarkets, Tops Daily mini-supermarkets and Tops Company Plaza shopping centers. Tops Market ranked first in Limited terms of market share among Thai supermarkets, with a market share of 15.2% in 2018.

www.tops.co.th

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 1,008 Central Family chain, conceived to meet the daily food and other needs Mart Company of Central Retail Group’s customers. FamilyMart ranked Limited third among convenience stores in Thailand, with a market share of 4.8% in 2017 and 4.8% in 2018.

www.familymart.co.th - 18 - Enclosure 1

Vietnam Big C is Central Retail Group’s flagship hypermarket and 36 EB Services retail plaza chain in Vietnam, focused on high quality Company food and other consumer products. Big C ranked first in Limited 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.

www.bigc.vn

Vietnam Lanchi Mart is Central Retail Group’s rural and suburban 25 Lan Chi

small-to-medium hypermarket in northern Vietnam, Investment and displaying Central Retail Group’s emphasis on matching Service the tastes of Central Retail Group’s customers by Company focusing on high quality locally sourced food and other Limited consumer products, primarily sold through its supermarket formats.

www.lanchi.vn

——— (1) Excludes two Robins Department Stores in Vietnam. (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. - 19 - Enclosure 1

Reuenve Strvntvre

The following table presents certain financial information about Central Retail Group’s operating segments for the periods presented.

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions)

Fashion segment ...... 69,505 68,746 74,773 17,664 18,279 Hardline segment ...... 35,830 38,095 42,921 10,548 11,365 Food segment ...... 70,945 81,157 88,384 22,402 23,982 Total Revenue ...... 176,281 187,998 206,078 50,614 53,626

Retail Store Network and Omni-channel Platforms

Central Retail Group’s retail network reaches all the major regions of Thailand as well as the major regions of Vietnam and Italy. As of March 31, 2019, Central Retail Group operated 1,979 stores under its key retail banners across 51 provinces in Thailand, 125 stores and across 37 provinces in Vietnam and nine department stores in eight cities in Italy. As of March 31, 2019, Central Retail Group’s retail stores had a total net selling space of approximately 2,945,811 sqm and its retail plazas had a total net leasable space of 517,450 sqm.

Store Numbers and Geographic Reach

The following table presents Central Retail Group’s overall number of stores and retail plazas, as well as net selling space and net leasable space in its retail store network under its key retail banners, by business segment, for each of the dates indicated.

As of December 31, As of March 31, 2016 2017 2018 2019

Total number of stores (1) Fashion segment ...... 523 517 556 564 Thailand department stores (2) (3) 341 328 354 363 Thailand specialty retail ...... 171 178 192 192 Italian department stores ...... 11 11 10 9 Hardline segment ...... 168 194 219 222 Hardline retailing in Thailand ...... 134 139 156 158 Hardline retailing in Vietnam ...... 34 55 63 64 - 20 - Enclosure 1

Food segment ...... 1,399 1,494 1,449 1,334 Food retailing in Thailand ...... 1,347 1,435 1,388 1,273 Food retailing in Vietnam ...... 52 59 61 61 Total ...... 2,090 2,205 2,224 2,120

Total net selling space (sqm) (4) Fashion segment ...... 1,167,299 1,221,092 1,252,290 1,255,406 Hardline segment ...... 988,190 1,028,040 1,069,405 1,089,833 Food segment...... 569,899 623,384 608,582 600,572 Total ...... 2,725,386 2,872,516 2,930,277 2,945,811

Total number of retail plazas Fashion segment ...... 18 20 22 22 Food segment...... 30 33 37 37 Total ...... 48 53 59 59

Total net leasable space (sqm) (5) Fashion segment ...... 274,402 304,875 339,838 341,764 Food segment...... 120,553 140,070 172,952 175,686 Total ...... 394,955 444,945 512,790 517,450 ——— (1) Store counts do not include sales counters. Store counts include stores located at Central Retail Group’s retail plazas. (2) Includes five brandshops in Malaysia as of December 31, 2016, 2017 and 2018 and seven brandshops in Malaysia as of March 31, 2019. (3) Includes department stores and CMG brandshops. (4) Net selling space is attributable only to Central Retail Group’s store locations. (5) Net leasable space is attributable only to Central Retail Group’s retail plaza locations.

- 21 - Enclosure 1

The following table presents information on the geographic reach of Central Retail Group’s stores under its key retail banners as of the dates indicated.

As of December 31, As of March 31, Location 2016 2017 2018 2019 Total Net Store Count (1) Population (2) Area Selling Space (sqm) Thailand ...... 1,988 2,075 2,085 1,979 69.0 million 51 provinces 2,630,097 Bangkok Metropolitan Region ...... 926 902 900 861 — 6 provinces 1,076,787 Upcountry Thailand ...... 1,062 1,173 1,185 1,118 — 45 provinces 1,553,310 Vietnam ...... 86 114 124 125 95.5 million 37 cities 257,336 Italy ...... 11 11 10 9 60.6 million 8 cities 57,720 ——— (1) Excludes five brandshops in Malaysia as of December 31, 2016, 2017 and 2018 and seven brandshops in Malaysia as of March 31, 2019. (2) Population data according to Euromonitor International.

Most of Central Retail Group’s sales occur in Thailand, which represented 80.9%, 78.6% and 77.1% of its total sales for the years ended December 31, 2016, 2017 and 2018 and 76.6% and 76.2% of its total sales for the three months ended March 31, 2018 and 2019, respectively. The following table presents Central Retail Group’s total revenue from the sale of goods by region for the periods presented.

Three months ended March Year ended December 31, 31, 2016 2017 2018 2018 2019 (THB millions)

Thailand (1) ...... 126,765 132,125 139,280 34,379 36,478 Vietnam ...... 16,816 22,371 25,406 6,911 7,891 Italy ...... 12,490 13,241 15,643 3,533 3,476 Others...... 535 306 286 68 52 Total ...... 156,605 168,043 180,614 44,890 47,896 —— (1) Sales from the Bangkok Metropolitan Region accounted for 60.5%, 56.4%, 55.2%, 54.3% and 53.6% of sales in Thailand and sales from upcountry Thailand accounted for 39.5%, 43.6%, 44.8%, 45.7% and 46.4%, respectively, for the periods presented.

- 22 - Enclosure 1

Multi-Format Retailing Model

Central Retail Group operates a variety of offline and online retail formats. It offers numerous types of physical store formats, including department stores, specialty stores, brandshops, supermarkets, hypermarkets, convenience stores and sales counters. It generates rental income by leasing space at its Robinson Lifestyle Center, Tops Plaza and Big C Vietnam retail plazas and by managing such spaces. It also generates sales through its omni-channel platforms.

Central Retail Group uses the term “multi-format” to refer to this mix of different types of retail formats. Multi-format retailing positions Central Retail Group to cater to the full spectrum of its customers’ various shopping needs, including the diverse selection of a department store, the focused selection of a specialty electronics or DIY home improvement store, the specific brand offerings of a brandshop, the consumer staples and comprehensive merchandise offerings of a hypermarket, the express options of a convenience store or the comprehensive store offerings of a lifestyle destination center or retail plaza. Multi-format retailing also enables it to respond to changes in customer tastes and preferences with a wide variety of shopping options tailored to capture current and future trends. It also provides flexibility in choosing sites for new stores, or in renovating existing sites with new formats to help stoke customer engagement or respond to new and emerging retail trends. It also makes Central Retail Group’s “clustering” approach to store deployment possible, where it can deploy a selection of different store formats at a single site, allowing each store to drive traffic to the others, and improving operational efficiencies in terms of logistics, delivery and marketing capabilities.

Stores

These different retail store formats are designed to cater to varied customer preferences and localities across Central Retail Group’s network as well as the requirements of the particular retail banner and business segment to which the store belongs. The following table presents a description of Central Retail Group’s store formats.

Typical Box Store format Description Size Demonstrative Retail Banners or Brands (sqm) Department Large retail establishments 20,000-40,000 Central Department Store stores offering a wide range of fashion and other merchandise in 6,000-8,000 Robinson Department Store different product categories. 3,000-22,000 Rinascente - 23 - Enclosure 1

Typical Box Store format Description Size Demonstrative Retail Banners or Brands (sqm) Specialty stores Shops that cater to specific 700-1,000 Super Sports consumer needs and retail markets, including, but not 500-1,000 Power Buy limited to home improvement, 8,000-18,000 Thai Watsadu/Baan & Beyond sporting goods, health and beauty, and home electronics. 2,000-14,000 Nguyen Kim

Brandshops Shops dedicated to specific 100-600 Crocs, Skechers, New Balance, G2000, brands that Central Retail Calvin Klein, Guess, Topshop, Topman, Polo Group is distributing, whether Ralph Lauren and numerous others, through an exclusive partnership operated primarily under Central Retail or a general distribution Group’s CMG or Super Sports business agreement. units.

Supermarkets Central Retail Group’s 3,500-4,000 Central Food Hall supermarkets are stores dedicated to food items and 1,400-2,800 Tops Market products, tailored to the 250-300 Tops Daily preferences and tastes of the communities in which they are found

Hypermarkets Central Retail Group’s 4,000-15,000 Big C hypermarkets are larger-format supermarkets that additionally 4,000-4,500 Tops Superstore offer a wider array of non-food 2,000-5,500 Lanchi Mart items for Central Retail Group’s customers.

Convenience One of Central Retail Group’s 100-150 FamilyMart stores smaller retail businesses, furnished with a range of everyday items including groceries, snack foods, confectionery and other merchandise. - 24 - Enclosure 1

Typical Box Store format Description Size Demonstrative Retail Banners or Brands (sqm) Sales counters(1) Sales counters or shop-in-shop 20-100 Casio Watch, Lee, Wrangler, Clarins, Aesop, locations which are located Dyson and others, operated primarily under within an existing retail outlet Central Retail Group’s CMG business unit. and typically dedicated to one brand.

——— (1) Sales counters do not contribute to store count figures in this offering circular.

The following table presents Central Retail Group’s store formats in terms of overall number of stores under its key retail banners as of the dates indicated.

As of December 31, As of March 31, 2016 2017 2018 2019

Total Number of Stores Department stores ...... 76 79 80 81 Specialty stores ...... 253 283 312 315 Brandshops ...... 362 349 383 390 Supermarkets ...... 217 300 298 265 Hypermarkets ...... 52 59 61 61 Convenience stores ...... 1,130 1,135 1,090 1,008 Total ...... 2,090 2,205 2,224 2,120

Total Number of Sales Counters ...... 2,030 1,873 1,833 1,816

- 25 - Enclosure 1

Retail Plazas

Central Retail Group leases retail property to third parties and to its own stores at retail plazas such as Robinson Lifestyle Center, Tops Plaza and Big C Vietnam.

The following table presents various information about Central Retail Group’s retail plazas as of the dates indicated.

As of March As of December 31, 31, 2016 2017 2018 2019

Retail Plazas Total number ...... 48 53 59 59 Total gross floor area (sqm) ...... 1,110,997 1,205,104 1,344,192 1,353,346 Total net leasable space (sqm) ...... 394,955 444,945 512,790 517,450 Average net leasable space per location (sqm) ...... 8,228 8,395 8,691 8,770 Total occupancy rate (%) ...... 94.3 95.7 93.0 92.8

Omni-channel Platforms

Omni-channel refers to the confluence of the various shopping channels used by customers in modern retailing, including in-store, online, mobile and social media. Customer behavior is trending towards a shopping experience that seamlessly integrates both online and in-store sales channels. Omni-channel platforms enable Central Retail Group to take advantage of these trends to deliver a new and increasingly popular shopping experience to its customers.

Central Retail Group’s key omni-channel platforms include the following features as of March 31, 2019:

Webstores. Central Retail Group operates webstores in both desktop- and mobile-friendly formats that allow customers to browse, choose and purchase from a selection not limited to the merchandise available at a particular store location.

Chat & Shop and Rinascente ON DEMAND. Central Retail Group operates an instant messaging service (hosted by the social networks “LINE”, “WeChat” and “WhatsApp”) that allows customers to shop through text with the assistance of one of its sales associates. - 26 - Enclosure 1

e-Ordering. This platform enhances Central Retail Group’s in-store service capabilities by equipping its sales associates with tablet computers, mobile devices and other online resources, which will enable them to respond quickly to in-store customer queries and grant customers access to products that may not be available at that location. .

Click & Delivery. This feature allows customers to make purchases online and have the merchandise delivered to them at home.

Reserve & Collect. This feature allows customers to reserve their orders online and collect and pay for the items in-store.

Click & Collect. This feature allows customers to make purchases online then collect the items at their preferred store location or other collection point

The table below summarizes Central Retail Group’s key omni-channel features as of March 31, 2019.

Feature Place of Order driven by transaction Merchandise handover

Webstores ...... Customer Customer device Delivery or store pick-up Chat & Shop and Rinascente ON DEMAND ...... Customer Customer device Delivery or store pick-up e-Ordering ...... Sales Assistant Store Delivery or store pick-up Click & Delivery ...... Customer Customer device Delivery Click & Collect ...... Store pick-up or collection Customer Customer device point Reserve and Collect ...... Customer Customer device Store pick-up

Omni-channel Sales and Performance. Customers using Central Retail Group’s omni-channel platforms spend on average three to four times more than customers using only offline platforms according to research conducted by The1 loyalty program. For the years ended December 31, 2016, 2017 and 2018 and the three months ended March 31, 2018 and 2019 omni-channel sales comprised 1.2%, 1.4%, 2.0%, 1.7% and 2.3% of Central Retail Group’s total sales, respectively, and have shown strong growth in all of its retail categories. Omni-channel contributions to fashion, hardline and food sales increased by 16%, 28% and 48%, respectively, in 2017, by 72%, 75% and 31%, respectively, in 2018 and by 104%, 50% and 26% in the three months ended March 31, 2019. - 27 - Enclosure 1

Group Management

Central Retail Group’s headquarters are currently located in Bangkok. While Central Retail Group strives to focus on local decision-making, it also believes that it achieves numerous synergies by combining all of its business units under a single group structure. The table below presents the core functions that are undertaken at the group level.

Function Description

Logistics Central Retail Group uses centralized logistics centers for its fashion segment. Otherwise, logistics is generally handled at the business unit level, though it tries to coordinate among business units whenever possible to consolidate transportation for the distribution of merchandise and supplies in order to save costs. Suppliers and sourcing By combining the buying power of Central Retail Group’s numerous business units, Central Retail Group can achieve strong bargaining positions with suppliers to lower its costs and improve margins. Managerial talent Central Retail Group has historically identified key managerial talent with successful track records in one business unit and assigned them to other business units. Back-office services Each of Central Retail Group’s business units share back-office support functions provided by Harng Central Department Store Ltd. (“HCDS”) such as management, finance and accounting and legal services, and including certain aspects of its human resources and other functions to achieve economies of scale. (1) Information technology Each of Central Retail Group’s business units joins a common technology platform, such as its omni-channel platforms, and also share valuable IT talent. (2) Investments and Each of Central Retail Group’s business units can leverage common financial funding resources to support capital investment for store expansion and new businesses. ——— (1) A portion of such functions may be procured through corporate services agreements. (2) Central Retail Group’s IT Group level functions with respect to IT infrastructure and IT services are provided to Central Retail Group by RIS pursuant to certain shared service agreements, while omni-channel platforms’ services are in-house.

Awards & Recognitions

Central Department Store has been recognized internationally, with several accolades to its name. Central Department Store (Chidlom) won the 2015 Tripadvisor Certificate of Excellence award and its Best Service award along with Eathai in 2016, based on votes from users in 48 countries around the world. In 2011, Robinson Department Store was selected by Forbes Asia Magazine as one of “Asia’s 200 Best Under a Billion US$”. - 28 - Enclosure 1

Rinascente’s Milan location was awarded the “Best Department Store in the World” award at the 2016 Global Department Store Summit, and has won numerous other awards, including sixth place in Travel & Leisure’s World’s Most Spectacular Department Stores 2016; third place for the World’s Best Department Store by IGDS 2018 and second place in the Best Store Window Campaign by IGDS 2016.

Central Marketing Group has won various awards with the brands that it services, including: “Leader in Guess Watch Sales” in 2017, “Best-in-Class Store Opening” for Topshop in 2018, “Highest Sales Growth in Southeast Asia” for Calvin Klein in 2017, “Best Store” award for Wrangler in 2017. Central Marketing Group has also won “Best Product” awards for various products in 2017 and 2018.

In 2017, Super Sports was ranked 54th on Sporting Goods Intelligence’s Largest Sporting Goods Retailers In the Galaxy. In 2018, Super Sports was awarded the “Best International Retailer” award by Liverpool FC, presented by Liverpool legend Robbie Fowler, and was recognized as a “Best Distributor” by Skechers.

Central Food Retail was granted the status of organic standardized supermarket by the National Bureau of Agricultural Commodity and Food Standards (ACFS) in 2017, was the first retailer in Southeast Asia to be awarded FSSC 22000 (Food Safety Sustainability Certification) for its fresh distribution center, and the only supermarket recognized by the Ministry of Commerce for encouraging the Pracharat Projects. Central Food Retail was recognized by the American Chamber of Commerce (AMCHAM) for 8 years of Corporate Social Responsibility (CSR) with the CSR Excellence award in 2017.

Nguyen Kim and Big C are each listed among the “Top 500 Retailers in Asia-Pacific” by Asia Retailer Magazine, among the top 500 largest enterprises in Vietnam by VN500 and have received the Top Tax Contributors Award by Vietnamese tax department in multiple years. Big C and Lanchi Mart were also listed among the “Top 10 Vietnam Reputation Retailers” by Vietnam Report and VietNamNet in 2018.

Central Home Group, which comprises Thai Watsadu and Baan & Beyond brands received numerous awards from strategic partners, including: the Best Modern Trade Dealer from TPI in 2015, Top Rank award from Cotto in 2016, the Best Growth and Support award from Gyproc in 2017, the Platinum Awards of the Year from Captain in 2018, and the Best of the Best TPI Dealer award from TPI in 2018. All Thai Watsadu and Baan & Beyond stores also received the Thailand Labour Management Excellence award in 2016 and 2017.

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Strengths & Strategies

Central Retail Group has several core competitive strengths and strategies as follows:

COMPETITIVE STRENGTHS

1. The Leading Multi-Format Retail Platform with Retail Banners and Omni-channel Offerings across Multiple Retail Categories

Central Retail Group is the leading multi-format retail platform in Thailand, offering a portfolio of powerful retail banners with leadership positions across the most attractive retail categories. It believes that its retail banners have become trusted household names synonymous with modern trade retailing in Thailand, widely recognized by its customers for best-in-class service, quality, choice and value. The scope of Central Retail Group’s portfolio of retail banners provides it with a diversified offering of merchandise and shopping experiences for its customers and a broad view of changes in customer tastes and preferences. It has also become an attractive platform for merchandise brands and other business partners seeking to expand their business in Thailand and other markets. As a pioneer in Thailand’s retail industry, Central Retail Group started to lay the foundation of its omni-channel platforms as early as 2012. Based on session data from Google Analytics and SimilarWeb, visits to webstores under Central Retail Group’s collection of retail banners in Thailand collectively make it as the largest store-based retailer in Thailand online, and the third largest retailer overall after the pure online marketplaces Lazada and Shoppee. The merchandise mix available through its stores and omni-channel platforms includes items from the majority of consumer expenditure categories, which positions it well to capture a disproportionate share of its customers’ ever-changing spending needs, including discretionary spending (for example, through department stores and specialty stores) and non-discretionary spending (for example, through its supermarkets and hypermarkets). Its addressable market in Thailand represented 53.7% of the total consumer expenditure categories in Thailand in 2018, and it captures a significant share of the market in select categories, including beauty and personal care, homeware, luggage and men’s apparel, where it captured 33.4%, 24.6%, 21.6% and 13.1%, respectively, of the market in Thailand in 2018.

Throughout Central Retail Group’s history, it has developed its retail banners into leadership positions across multiple retail categories in Thailand, Vietnam and Italy. Central Retail Group’s retail store footprint covering 51 out of 77 provinces in Thailand as of March 31, 2019, which represents approximately 90.0% of the national GDP, according to Central Retail Group’s estimates. As of December 31, 2018, it was present in 37 out of Vietnam’s 63 provinces, representing approximately 85.0% of Vietnam’s GDP and covering 72.0% of the total population. Likewise, in Italy it is the largest department store operator, with a 48.1% market share as of December 31, 2018 according to Euromonitor International, and Central Retail Group’s flagship Rinascente store in Milan is one of the premier “must visit” shopping destinations in Europe - 30 - Enclosure 1

2. Central Retail Group’s Focus on Customers Drives Continuous Innovation and Engagement

Central Retail Group developed Thailand’s first department store, its first lifestyle shopping center catering to shoppers in second-tier provinces and its first few “category killers” such as Super Sports and Power Buy, which began as unbranded sections within its department stores that it nurtured into retail banners and finally deployed as specialty retailers. It actively experiments with new and innovative store concepts, formats and in-store experiences to help deepen customer engagement, enrich shopping experiences and drive store traffic. Its flagship Super Sports store at Central World in Bangkok’s premier Ratchaprasong shopping district offers a “run lab” to help match customers with the best-fitting running shoes. Tops Supermarket has introduced electronic self-check-out kiosks to reduce wait times and free up its personnel for other tasks. Thai Watsadu has introduced its first Auto 1 outlet, which provides full service car maintenance by professionally trained in-store technicians, and its vFIX service, which connects pre-approved contractors with customers who have home improvement projects. It is also a leading innovator in grocery, with formats like Tops Daily, which introduced the idea of a mini-supermarket offering ready-made meals, a coffee bar and co-working spaces, and Central Food Hall, its premier grocery format and food destination here customers can shop for, dine-in and carry-out a wide selection of premium groceries in an immersive and inviting environment.

Central Retail Group has a proven ability to engage a diverse and evolving customer base within its retail ecosystem through innovative new technologies. Central Department Store has had a dedicated webstore since 2012, and Central Retail Group now has nine different webstore channels for its retail banners. In 2016, It launched “Click & Collect,” an omni-channel feature that allows its customers to make purchases online and collect the items at their preferred store location or other collection point. It has also embraced the “cashless society” by deploying digital payment platforms such as Alipay, WeChat Pay and other online payment platforms offered by Thai banks to help streamline purchases, and has implemented its e-Ordering platform, which allows its sales staff to fulfill online orders while increasing the range of merchandise available to them for promotion and cross-selling.

Digital technologies make data collection and analysis possible on an unprecedented scale. Central Retail Group’s sales associates have innumerable interactions with customers in-store and online and across its omni-channel platforms. It also collects data from over 26 million total members across the Central Group’s The1 loyalty program in Thailand, its Big Xu Card and Nguyen Kim Card programs in Vietnam and its Rinascentecard program in Italy. These loyalty programs allow it to extract valuable customer insights, develop personalized customer profiles and identify customer tastes and preferences. As a result, Central Retail Group has developed a deep understanding of its customers, and Central Retail Group believes it helps Central Retail Group identify what its customers want even before they do.

Central Retail Group’s current customer base represents a broad cross-section of the public in each of Thailand, Vietnam and Italy. According to the data obtained from Central Retail Group and The1 loyalty - 31 - Enclosure 1

program, it had approximately 15.5 million loyalty member customers in Thailand as of March 31, 2019. According to its Big Xu Card and Nguyen Kim Card, it had approximately 10 million loyalty member customers in Vietnam as of March 31, 2019. According to the Rinascentecard data, it had approximately 1.9 million loyalty member customers in Italy as of March 31, 2019. Although its network in Thailand is nation- wide, its level of market penetration in upcountry areas is relatively low compared to Bangkok, so expansion in upcountry areas is among its key growth strategies.

3. Central Retail Group’s Diverse Ecosystem Attracts Prestige Brands and Drives Synergies and Customer Engagement

Central Retail Group believes that its portfolio of diverse retail banners, combined with its vast retail network and business scale, has made it the trusted partner of choice for global luxury and premium brands and mainstream merchandise brands who seek distribution channels in Thailand and, increasingly, in Vietnam. Central Retail Group’s brand partners include Apple, Casio Watch, L'Oréal, Guess, Adidas and Topman, and it has been the only regional “preferred sporting goods strategic partner” for Nike in Southeast Asia since 2016. It also has exclusive retailing rights in Thailand for brands such as Polo Ralph Lauren, Marks & Spencer, New Balance, Calvin Klein and Speedo. As of March 31, 2019, Central Retail Group had active relationships with over 12,000 merchandise suppliers, with an average relationship term of over 15 years for its top 50 suppliers, and no single merchandise supplier contributing more than 5.0% of its total purchase value.

Furthermore, its track record of long-term relationships, strong execution and professional trustworthiness provides Central Retail Group flexibility in how it works with its merchandise suppliers, whether it be through exclusive distribution and licensing arrangements, such as Central Retail Group’s licensing arrangement with Lee and Sanrio, or joint venture arrangements, such as with Gucci, Bottega Veneta, Muji and Samsonite.

Central Retail Group’s vast retail network and business scale provide significant operational advantages in purchasing, which drives lower unit costs in procurement and distribution and helps bolster its margins. It achieves significant economies of scale in numerous respects, including centralized distribution, consolidated transportation and logistics and shared support functions, which help to optimize productivity and operating efficiency. Central Retail Group also believes that its scale helps it to attract and retain talented and experienced managers and staff throughout the retailing industry, while also making it an attractive business partner for large suppliers and other stakeholders. Likewise, It has the ability to bargain from a position of strength with merchandise suppliers and other counterparties. Central Retail Group also leverages its size in securing prime retail locations at favorable rates when, for example, it can deploy multiple store formats to optimize a leased retail space collectively.

Being part of the broader Central Group ecosystem, Central Retail Group’s close affiliation and strong synergies with other members enhance its competitive position in the retailing industry, delivering numerous - 32 - Enclosure 1

benefits to its customers, its partners and its overall business.

Customer Relationships Central Retail Group participates in Central Group’s The1 loyalty program in Thailand, which grew from 8.2 million members in 2014 to approximately 15.5 million members as of March 31, 2019, representing approximately 20.0% of the total Thai population. It believes that such a strong loyalty program helps to deepen customer engagement and increase average spending per customer. Acquisition of new members is carried out in-store, through its omni-channel platforms, webstores and the The1 mobile application, and the ability to earn points through purchases with other external partners, such as gas stations, digital banking platforms and other businesses help make the program more attractive to new users.

Real Estate Central Retail Group also has access to some of the most prestigious shopping mall locations in Thailand through Central Retail’s synergy with Central Pattana Public Company Limited (“Central Pattana”), a subsidiary of Central Group. Certain of Central Retail Group’s retail banners, particularly Central Department Store, enjoy anchor tenant status in the shopping malls owned by Central Pattana, which are typically located in prime locations with strong foot traffic. Given its close working relationship with Central Pattana, it is at times provided with the early-stage opportunities to evaluate the commercial feasibility of establishing a store at a particular site where Central Pattana intends to build a shopping mall, which allows it to more easily secure prime locations while also influencing store concepts and customer experiences planned for the shopping mall.

Additional Benefits Further, Central Group has shown its continued support through HCDS, Central Retail Group’s major shareholder, and its subsidiaries, by providing Central Retail Group with certain rights of first refusal and call options allowing Central Retail Group certain preferences in negotiating mergers and acquisitions, with respect to certain of its retail assets, including the KaDeWe, Oberpollinger and Alsterhaus department stores in Germany, the ILLUM department store in Denmark and the Central Department Store in Indonesia. These benefits, combined with opportunities in overseas markets that come with Central Retail Group’s global relationships, can help to further support Central Retail Group’s rapid growth and scale Central Retail Group’s business to another level

4. Successful Track Record of Acquisitions and Expansion into Other Markets in Asia and Abroad

Central Retail Group has a strong track record of international expansion, primarily through acquisitions and joint ventures. It entered the Vietnam market half a decade ago with fashion category offerings, formed joint ventures with Nguyen Kim and Lanchi Mart in 2015 (and acquired the remaining shares of Nguyen Kim in June 2019), then acquired Big C Vietnam in 2016. It spent the two years following its Big C Vietnam - 33 - Enclosure 1

acquisition revamping the brand and restoring customer confidence in the quality of its products and services. It did this by sourcing almost all of its food products locally and cancelling the majority of the prior owner’s private label food products, enabling it to offer customers better value for money while ensuring the freshness of food items. Additionally, it upgraded its software and set internal limits to provide customers with a speedy shopping experience. It also acquired and invested in an experienced team of devoted individuals to operate each store independently. As a result, it successfully turned around Big C Vietnam, achieving an increase in sales at a CAGR of approximately 36.0% since the date of its acquisition to 2018. In November 2018, Central Retail Group opened its first Big C/GO! location, and as a result of its strong performance, local authorities from around the country have contacted it to discuss opening GO! stores in their respective provinces, which it expects will help to expedite its land procurement processes in the future. Central Retail Group is now Vietnam’s largest hypermarket retailer, third largest electronics and appliance specialist retailer, largest retailer of foreign origin and third largest retailer among all retailers after the two local retailers Vincom and Mobile World Group, each in terms of market share according to Euromonitor International.

Central Retail Group entered Italy in 2011 with the acquisition of Rinascente, and from then to 2018 Rinascente has achieved an increase in sales at a CARG of approximately 9.3% and an SSSG of approximately 5.6%based on local currency. This was achieved by adapting its offerings in response to the demands of Italian customers to increase domestic sales while also catering to tourist demand in key Italian tourist centers, where it has successfully applied its valuable experience with Chinese tourists shopping in Thailand to capture the similar market in Italy. For instance, it successfully refreshed the Rinascente brand by moving away from a predominantly “private label” orientation to an “affordable luxury” and “luxury” position, offering brands such as Louis Vuitton, Gucci and others, and implemented the “flagship” store concept in certain locations, which has helped it deliver a differentiated experience for its customers while also attracting luxury and affordable luxury brands

5. A Capable and Experienced Management Team Comprising Professional Managers from the Retail Industry and the Chirathivat Family

Central Retail Group boasts an experienced and dedicated professional management team consisting of retail industry veterans and top professionals from other disciplines, who work hand-in-hand with its Chirathivat family sponsors, as well as well-qualified managers from the Chirathivat family itself. The majority of its managers have over twenty years of retailing experience in Thailand, Vietnam and Italy.

STRATEGIES

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 - 34 - Enclosure 1

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.

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 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.

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 - 35 - Enclosure 1

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.

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.

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 - 36 - Enclosure 1

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 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.

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.

- 37 - Enclosure 1

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.

For the purpose of the “Industry” section, data sourced from Euromonitor International are derived from the following databases (i) 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”) 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.

INDUSTRY

OVERVIEW OF THE THAI ECONOMY

Thailand has the second largest GDP, third largest GDP per capita, and the fourth largest population in Southeast Asia. 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. - 38 - Enclosure 1

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 6.3% from 2018 to 2023, largely driven by a buoyant economy, against the backdrop of favorable consumer demographics.

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 - 39 - Enclosure 1

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.

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. - 40 - Enclosure 1

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.

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)

MM

Source: Euromonitor International - 41 - Enclosure 1

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.

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. - 42 - Enclosure 1

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

MM

Source: Euromonitor International 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 - 43 - Enclosure 1

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.

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, 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. - 44 - Enclosure 1

Exhibit 11: 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

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 12: 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 - 45 - Enclosure 1

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

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

Source: Euromonitor International

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. - 46 - Enclosure 1

Exhibit 14: 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 15: 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 - 47 - Enclosure 1

Thailand’s Electronics and Appliance Retail Industry

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.

Exhibit 16: 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

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 11.0% from 2018 to 2023, according to Euromonitor International. - 48 - Enclosure 1

Exhibit 17: 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 95.5 million people, most of whom are young, with 51.9% of the population below 35 years old, and are becoming increasingly urban.

Exhibit 18: Vietnam’s population distribution by age (2018)

%

Source: Euromonitor International

- 49 - Enclosure 1

Exhibit 19: 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.

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.

- 50 - Enclosure 1

Exhibit 20: 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 21: Historical development of market shares of hypermarkets (2014 to 2018)

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

Source: Euromonitor International - 51 - Enclosure 1

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 22: 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

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 2.2% from 2018-2023. - 52 - Enclosure 1

Exhibit 23: Italy’s historical and forecast GDP (2013 to 2023F)

US$Bn

2013 to 2018 CAGR: (0.5%)

Source: Euromonitor International 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 24: 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 - 53 - Enclosure 1

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.

Exhibit 25: Historical development of market shares of department stores (2014 to 2018)

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

Source: Euromonitor International

- 54 - Enclosure 1

Shareholding Structure

List of major shareholders of Central Retail as of April 30, 2019

Number of shares Shareholding Shareholders (shares) (%) 1. HCDS 211,428,489 45.0 2. Hawthorn Resources Limited(1) 61,171,430 13.0 3. Mr. Narongrit’s and Mrs. Wantanee’s group 9,726,498 2.1 3.1 Mr. Narongrit Chirathivat 6,898,968 1.5 3.2 Mrs. Wantanee Chirathivat 2,827,530 0.6 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 group 4,536,924 1.0 10.1 Mrs. Mary-Ann Chirathivat 3,024,614 0.6 10.2 Mr. Suthichat Chirathivat 1,512,310 0.3 11. Other members of the Chirathivat family 148,423,421 31.6 Total 470,000,000 100.0

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.

Capital Structure

As of March 31, 2019, 2019, Central Retail’s capital structure is as follows:

Issued and paid-up capital THB 4,700,000,000 Number of ordinary shares 470,000,000 shares Par value per share THB 10 - 55 - Enclosure 1

Management Structure

Central Retail’s management structure comprises the Board of Directors, which oversees the management of Central Retail, and four sub-committees, namely, the Executive Committee, the Audit Committee, the Nomination and Remuneration Committee and the Risk Management Committee.

Board of Directors

As of March 31, 2019, Central Retail’s Board of Directors comprises 15 members 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

Management

As of March 31, 2019, Central Retail’s management comprises 6 executives as follows:

Name Position 1. Mr. Yol Phokasub Chief Executive Officer 2. Mr. Nicolo Galante President 3. Mr. Piya Nguiakaramahawongse Chief Financial Officer 4. Mr. Pierluigi Cocchini President – Central Retail Italy 5. Mr. Philippe Jean Broianigo Chief Executive Officer – Central Retail Vietnam 6. Mr. Yingyai Eumkhrong Accountant

- 56 - Enclosure 1

Financial Overview

Basis of presentation

In connection with the Restructuring, Central Retail Group restructured its businesses in 2018 and 2017 through acquisitions and disposals of entities under common control of its ultimate shareholder. Accordingly, the acquisitions have been accounted for in a manner similar to a pooling of interests method. The 2017 and 2016 financial statements have been restated to reflect the economic substance of Central Retail Group as one economic unit from January 1, 2016 for the benefit of comparison with the financial statements for subsequent periods, although the legal relationships between the companies within Central Retail Group became effective at later dates. The businesses disposed of are presented in accordance with the requirements on reporting the financial condition for discontinued operations as if the discontinuation commenced at the beginning of 2016. Specifically, during 2018, Central Retail sold a number of its subsidiaries, comprising a property management, and retail businesses in five countries (Denmark, Germany, China, Luxemburg and Indonesia) and others. These segments were not previously classified as held-for-sale or as discontinued operations as at December 31, 2017 and 2016. The comparative consolidated statements of comprehensive income have been re-presented to show the discontinued operations separately from the continuing operations. During 2017, Central Retail sold its entire hotel business. These segments were not previously classified as held-for-sale or as discontinued operations as at December 31, 2016. The comparative consolidated statements of comprehensive income have been re-presented to show the discontinued operations separately from the continuing operations.

The financial year and that of Central Retail’s subsidiaries in Thailand and Vietnam end on December 31, while the financial year of Central Retail’s principal operating subsidiary in Italy, la Rinascente S.p.A., ended on September 30 until it changed its financial year end to December 31 in 2018. According to Thai Financial Reporting Standards (TFRS), the difference between the date of a subsidiary’s fiscal year end and that of the consolidated financial statements shall be no more than three months. Central Retail Group consolidated the financial results of 12 months ended September 30, 2017 and 2016 of la Rinascente S.p.A. in the consolidated financial statements for the years ended December 31, 2017 and 2016. Central Retail consolidated the financial results of 12 months ended December 31, 2018 of la Rinascente S.p.A. in the consolidated financial statements for the year ended December 31, 2018. The financial results during the three months ending December 31, 2017 were recorded directly into Central Retail’s retained earnings as of December 31, 2018.

Selected Financial Data

Selected statement of comprehensive income information The following table presents selected information from Central Retail’s statement of comprehensive income for the periods presented. - 57 - Enclosure 1

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions)

Revenue from sale of goods (1) ...... 156,605 168,043 180,614 44,891 47,897 Revenue from rental services ...... 5,512 6,189 6,842 1,640 1,791 Revenue from rendering of services 434 498 1,260 1,512 1,574 (1) ...... Investment income ...... 379 448 739 216 73 Gain on disposal of assets ...... — 36 1,915 — — Other income ...... 12,524 11,770 14,394 3,434 3,367 Total revenue (2) ...... 176,281 187,998 206,078 50,614 53,626 Cost of sale of goods ...... 111,302 120,447 129,526 32,236 34,742 Cost of rental and rendering of 732 846 2,280 2,663 3,161 services ...... Selling expense ...... 38,272 40,299 43,747 10,280 11,179 Administrative expenses ...... 13,778 15,460 15,549 3,817 3,777 Finance costs ...... 1,381 1,187 1,186 329 217 Total expenses ...... 167,012 180,054 193,169 47,395 50,761 Share of profit of associates and 82 115 469 461 287 joint ventures ...... Profit from continuing operations 9,737 8,405 13,197 3,302 2,980 before tax expense ...... Tax expense ...... 1,914 835 2,588 456 545 Profit for the period from 7,823 7,570 10,609 2,846 2,434 continuing operations ...... Loss for the period from (2,271) (2,546) (1,073) (37) — discontinued operations, net of tax Profit for the period ...... 5,552 5,024 9,536 2,809 2,434

Other comprehensive income Items that will be reclassified subsequently to profit or loss ...... Exchange differences on translating foreign operations ..... 397 (2,812) 1,205 (48) (144) - 58 - Enclosure 1

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions) Gains on remeasuring available- for-sale investments ...... 0.0 251 — 331 — Net change in fair value of available-for-sale investments transferred to profit or loss ...... — (3) (237) (57) — Total items that will be reclassified subsequently to profit or loss ...... 397 (2,565) 968 226 (144) Items that will not be reclassified to profit or loss Gains (losses) on remeasurements of defined benefit plans ...... (58) (0) (85) (0) 0 Other comprehensive income for the period, net of tax ...... 339 (2,566) 883 225 (144) Total comprehensive income for the period ...... 5,891 2,458 10,419 3,034 2,291

Profit from continuing operations attributable to: Owners of the parent ...... 6,222 6,972 11,325 2,571 1,925 Former shareholders before business restructuring ...... 341 (849) (2,305) (188) — Non-controlling interests ...... 1,260 1,447 1,589 463 509 Profit for the period from continuing operations ...... 7,823 7,570 10,609 2,846 2,434

Profit attributable to: Owners of the parent ...... 4,213 4,668 10,435 2,399 1,925 Former shareholders before business restructuring ...... 248 (904) (2,307) (188) — Non-controlling interests ...... 1,091 1,260 1,409 597 509 Profit for the period ...... 5,552 5,024 9,536 2,809 2,434 - 59 - Enclosure 1

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions) Total comprehensive income attributable to: Owners of the parent ...... 4,774 4,506 11,025 2,661 1,785 Former shareholders before business Restructuring ...... 98 (3,208) (1,981) (245) — Non-controlling interests ...... 1,019 1,160 1,376 618 505 Total comprehensive income ...... 5,891 2,458 10,419 3,034 2,290 ——— (1) The following table presents Central Retail gross revenue from sale of goods and gross revenue from rendering of services for the periods presented. Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions)

Gross revenue from sale of goods ...... 190,598 200,853 213,341 53,162 55,657 Gross revenue from rendering of services...... 2,532 2,940 3,066 737 822

(2) The following table presents Central Retail total revenue by segment for the periods presented.

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions)

Fashion segment ...... 69,505 68,746 74,773 17,664 18,279 Hardline segment ...... 35,830 38,095 42,921 10,548 11,365 Food segment ...... 70,945 81,157 88,384 22,402 23,982 Total Revenue ...... 176,281 187,998 206,078 50,614 53,626 - 60 - Enclosure 1

Revenues

Revenue from sale of goods. Central Retail Group generates revenue primarily through the sale of merchandise. Central Retail Group sells merchandise through a variety of channels, including in-store, online and omni-channel and sales counters. Revenue is presented after deducting for sales returns and allowances and sales discounts that it may provide to customers through promotions. Central Retail Group sells merchandise either as credit sales, where revenue generated represents the gross sale price of the item, or consignment sales, where revenue generated represents the gross sale price of the item after deducting the percentage share of the sale price earned by the supplier of the item. Revenue from the sale of goods as presented in Central Retail’s financial statements reflects its revenue after deducting for the supplier’s percentage share of consignment sales. Gross revenue from the sale of goods as presented in Central Retail’s financial statements reflects its revenue before deducting for the supplier’s percentage share of consignment sales.

Revenue from rental services. Revenue from rental services primarily comprises revenue earned from leasing out retail space at its store locations, retail plazas and other spaces under its management, as well as providing services to tenants in connection with such leases. Rental payments are calculated either as a percentage of retail sales or a flat lease rate.

Revenue from rendering of services. Revenue from rendering of services primarily comprises revenue earned from food court services, where revenue generated represents the sale price of the item after deducting the percentage share of the sale price earned by the concessionaire of the food court. Central Retail Group generates additional revenue from services such as home and installation services and watch repair services. Revenue from rendering of services as presented in Central Retail’s financial statements reflects its revenue after deducting for the concessionaire’s percentage share of sales. Gross revenue from the rendering of services as presented in Central Retail’s financial statements reflects its revenue before deducting for the concessionaire’s percentage share of sales.

Investment income. Investment income comprises interest income and dividend income earned from investments, which primarily comprise dividends earned by Robinson Public Company Limited in cash investments, and interest income earned from loans to related parties.

Gain on disposal of assets. Gain on disposal of assets comprises income earned from disposals of assets, primarily in connection with the Restructuring. Central Retail Group does not expect to continue to recognize significant revenues from gains on disposals of assets in near future periods.

Other Income. Other income comprises revenue earned primarily from promotional and advertising income and logistics and distribution income. Promotional and advertising income comprises partial reimbursements from suppliers in connection with advertisements and displays Central Retail Group sets up in its stores for its merchandise. Logistics and distribution income comprises income earned from suppliers in connection with their use of Central Retail Group’s distribution centers in shipping merchandise to be sold through Central Retail Group’s stores. Central Retail Group also records income earned from one-off events as other income, such as gains on sale of available-for-sale investments. - 61 - Enclosure 1

Expenses

Cost of sale of goods. Central Retail Group’s cost of sale of goods comprises the cost of purchasing merchandise and related costs, net of items such as rebates from suppliers. The primary factors impacting its cost of sale of goods are merchandise type and volume sold. Merchandise purchased at higher volumes tends to drive lower cost of sale of goods due to volume discounts it may negotiate with suppliers.

Cost of rental and rendering of services. Central Retail Group’s cost of rental and rendering of services comprise the cost of providing services such as food court services, home installation services and watch repair services, as well as allocated depreciation of rental areas. The primary factors impacting the cost of rental and rendering services are the rental costs for properties it leases and the depreciation of property that it owns.

Selling expenses. Central Retail Group’s selling expenses comprise the costs relating to the sale and promotion of its merchandise. Employee benefits is its largest component of selling expenses which comprises benefit for employees engaged in sales roles and are primarily driven by the base salary and incentives for frontline sales staff, as well as additional headcount for busier seasons. Depreciation is the second largest component of selling expenses and are primarily driven by depreciation cost of the stores. Rental and service expense is the third largest component of selling expenses which comprise lease and rental costs for its stores.

Administrative expenses. Central Retail Group’s administrative expenses comprise the costs of administering its business. Employee benefits is its largest single component of administrative expenses which comprise salaries and other costs of its employees engaged in an administrative or operational support role.

Share of profit of associates and joint ventures. Certain of Central Retail Group’s businesses are conducted through joint ventures or other cooperative arrangements, such as Nguyen Kim, Central Watson and Samsonite, and their results of operations are therefore not consolidated into Central Retail’s total revenue. Profits from these ventures are recorded as its share of profit from associates and joint ventures.

Prior to June 2019, Nguyen Kim business was conducted through a joint venture, and its results of operation were accounted for under share of profit of associates and joint ventures. Central Retail Group purchased the remaining shares of Nguyen Kim joint venture in June 2019, and it will be consolidated into its business as a wholly-owned subsidiary in subsequent periods. - 62 - Enclosure 1

Selected statement of financial position information

The following tables present selected information from Central Retail’s statement of financial position as of the dates presented.

Assets

As of December 31, As of March 31, 2016 2017 2018 2019 (THB millions) Current assets Cash and cash equivalents ...... 12,502 10,755 11,065 9,632 Current investments ...... 1,965 3,434 1,736 1,844 Trade accounts receivable ...... 5,014 4,937 4,559 4,140 Other receivables ...... 8,492 9,283 10,151 9,563 Short-term loans ...... 1,372 44,150 141 447 Inventories ...... 33,457 33,716 32,249 32,854 Other current assets ...... 434 358 342 504 Total current assets ...... 63,237 106,633 60,242 58,983

Non-current assets Investments in associates and joint 5,574 ventures ...... 5,140 4,631 5,416 Other long-term investments ...... 222 216 211 211 Long-term loans ...... 408 408 363 — Investment properties ...... 12,028 10,126 11,131 11,305 Property, plant and equipment ...... 74,171 68,938 39,141 38,845 Goodwill ...... 28,869 27,512 27,037 26,796 Leasehold rights ...... 24,268 22,143 20,934 20,638 Other tangible assets ...... 11,975 12,065 4,928 4,934 Deferred tax assets ...... 1,608 1,814 1,472 1,457 Other non-current assets ...... 6,324 6,502 6,686 6,968 Total non-current assets ...... 165,012 154,355 117,318 116,727

Total assets ...... 228,249 260,989 177,560 175,710

- 63 - Enclosure 1

Liabilities and equity

As of December 31, As of March 31, 2016 2017 2018 2019 (THB millions) Current liabilities Bank overdrafts and short-term loans from financial institutions ...... 45,806 41,773 29,100 28,538 Trade accounts payable ...... 35,462 37,953 37,738 35,394 Other payables ...... 16,007 17,541 14,056 13,221 Deferred income ...... 635 792 — — Current portion of long-term loans...... 4,738 6,758 5,190 4,968 Short-term loans (1)...... 27,480 50,024 0 0 Current portion of finance lease liabilities ... 230 129 34 30 Income tax payable ...... 1,154 573 1,306 1,595 Total current liabilities ...... 131,514 155,543 87,423 83,745

Non-current liabilities Long-term loans ...... 13,449 14,433 7,827 7,467 Finance lease liabilities ...... 221 92 58 51 Non-current provisions for employee benefits ...... 1,635 1,708 1,681 1,668 Unearned lease income ...... 6,122 5,722 5,468 5,414 Deferred tax liabilities...... 9,283 8,745 2,971 2,929 Other non-current liabilities ...... 7,016 8,107 4,805 4,819 Total non-current liabilities ...... 37,726 38,807 22,810 22,347

Total liabilities ...... 169,239 194,350 110,233 106,092

Equity Share Capital Authorized share capital (2) ...... 2,114 2,114 4,700 4,700 Issued and paid up share capital (2) ...... 2,114 2,114 4,700 4,700 Additional paid-in capital Share premium ...... 1,612 1,612 12,971 12,971 - 64 - Enclosure 1

As of December 31, As of March 31, 2016 2017 2018 2019 (THB millions) Surplus on treasury shares of subsidiaries ...... 68 68 68 68 Differences in value arising from restructuring transactions of entities under common control...... — 88 (2,393) (2,393) Retained earnings Appropriated to legal reserve ...... 211 211 211 211 Unappropriated ...... 27,162 29,650 38,573 40,498 Shareholding in subsidiaries before business restructuring ...... 15,771 21,280 — — Other components of equity ...... (107) (268) 1,227 1,088 Equity attributable to owners of the parent ...... 46,832 54,755 55,357 57,143 Non-controlling interests ...... 12,178 11,883 11,970 12,475 Total equity ...... 59,009 66,638 67,327 69,618

Total liabilities and equity ...... 228,249 260,989 177,560 175,710 ——— (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.

Selected statement of cash flows information The following table presents selected information from Central Retail’s statement of cash flows for the periods presented.

Year Ended December 31, Three Months Ended March 31, 2016 2017 2018 2018 2019 (THB millions) Cash Flow Data (1) Net cash from operating activities ...... 17,642 22,324 18,005 2,264 1,688 Net cash from (used in) investing activities ...... (47,306) (16,467) 23,717 (4,390) (2,170) - 65 - Enclosure 1

Year Ended December 31, Three Months Ended March 31, 2016 2017 2018 2018 2019 (THB millions) Net cash from (used in) financing activities ...... 30,959 (6,340) (43,742) 887 (1,326) Net increase (decrease) in cash and cash equivalents, before effect of exchange rates ...... 1,294 (483) (2,020) (1,239) (1,808) Effect of exchange rate changes on cash and cash equivalents ...... (8) (283) (39) (67) (110) Translating foreign operations ...... 569 (981) 2,061 529 485 Change in subsidiary’s accounting period (2) ...... — — 308 — — Net increase (decrease) in cash and cash equivalents ...... 1,856 (1,747) 310 (777) (1,433) Cash and cash equivalents at the beginning of the period..... 10,646 12,502 10,755 10,755 11,065 Cash and cash equivalents at the end of the period .. 12,502 10,755 11,065 9,978 9,632 ——— (1) Cash flow figures include cash flows from (used in) discontinued operations. The following table presents Central Retail’s cash flows from (used in) discontinued operations for the periods presented. (2) Central Retail’s consolidated the financial results of the 12 months ended September 30, 2017 and 2016 of la Rinascente S.p.A. in Central Retail’s consolidated financial statements for the years ended December 31, 2017 and 2016. Central Retail’s consolidated the financial results of the 12 months ended December 31, 2018 of la Rinascente S.p.A. in the consolidated financial statements for the year ended December 31, 2018. The financial results during the three months ending December 31, 2017 were recorded directly in to Central Retail’s retained earnings as of December 31, 2018. Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions) Cash flows from (used in) discontinued operations Net cash from (used in) operating activities ...... 3,405 (1,385) 21,594 4,462 — - 66 - Enclosure 1

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions) Net cash from (used in) investing activities ...... (1,724) 363 (18,125) 80 — Net cash from (used in) financing activities ...... (1,666) 1,066 (3,224) (3,505) — Net cash flows from discontinued operations ...... 15 71 245 1,037 —

OTHER FINANCIAL DATA

The table below presents a reconciliation of Central Retail’s profit from continuing operations to Normalized Net Income, EBITDA, Adjusted EBITDA and Normalized EBITDA for the periods presented.

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions, except percentages) Reconciliation of Normalized Net Income (1) (6)

Profit from continuing operations . 7,823 7,570 10,609 2.846 2,434 Adjusted for Total Adjustments to Earnings, net of tax (2) ...... (639) 985 (2,061) (209) 78 Normalized Net Income ...... 7,184 8,555 8,548 2,637 2,512 Normalized Net Income margin (%) (3) ...... 4.1% 4.6% 4.2% 5.3% 4.7%

Reconciliation of EBITDA, Adjusted EBITDA and Normalized EBITDA (5) (6) (7)

Profit for the year ...... 5,552 5,024 9,536 2,809 2,434 - 67 - Enclosure 1

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions, except percentages) Adjusted for: Finance costs ...... 1,381 1,187 1,186 329 217 Tax expense ...... 1,914 835 2,588 456 545 Depreciation and amortization ...... 9,859 9,808 10,243 2,404 2,394 Adjustments for discontinued operations (4) ...... 2,330 2,814 944 366 — EBITDA ...... 21,035 19,667 24,498 6,364 5,591 Adjustment for segment profit (loss) before interest, taxes, depreciation and amortization of discontinued operations ...... 58 268 (129) 329 — Adjusted EBITDA ...... 20,977 19,399 24,626 6,035 5,591 Adjusted for: Total Adjustments to Earnings, pre-tax (2) ...... 799 (1,231) 2,576 261 (97) Normalized EBITDA ...... 20,178 20,630 22,050 5,775 5,689 Normalized EBITDA margin (%) (3) . 11.5% 11.0% 10.9% 11.5% 10.6% ——— (1) Normalized Net Income is profit from continuing operations adjusted for total Adjustments to Earnings, net of tax. (2) The table below presents the components of Central Retail’s total Adjustments to Earnings for each of the periods presented on a pre-tax basis: (3) Percentage margin is calculated from total revenues, net of investment income and Total adjustments to income, pre-tax. (4) Adjustments for discontinued operations comprise loss for the year (net of tax) plus (minus) segment profit (loss) before interest, taxes, depreciation and amortization of discontinued operations. (5) EBITDA comprises profit for the year before finance costs, tax expense, depreciation and amortization and adjustments for discontinued operations. Adjusted EBITDA comprises EBITDA adjusted for segment profit/loss before interest, taxes, depreciation and amortization. Normalized EBITDA comprises Adjusted EBITDA adjusted for total Adjustments to Earnings, pre-tax. (6) Central Retail presents Normalized Net Income, EBITDA, Adjusted EBITDA and Normalized EBITDA because each is widely used by securities analysts, investors and other interested parties as a measure of cash flow from operations. Normalized Net Income, EBITDA, Adjusted EBITDA and Normalized EBITDA are not measurements under TFRS and should not be considered by an investor as an alternative to actual cash flow from operations or as a measure of liquidity or an alternative to profit as indicators of Central Retail’s operating performance or any other measure of performance derived in accordance with TFRS, and is not a standard measure under TFRS. Central Retail’s calculation of Normalized Net Income, EBITDA, Adjusted EBITDA and Normalized EBITDA may differ from similarly titled computations of other companies. (7) Central Retail presents Segment EBITDA in this offering circular, which is presented as segment profit (loss) before interest, taxes, depreciation and amortization by segment as presented in Note 28 to Central Retail’s financial statements and Note 13 to its interim financial statements for the three-month period ended March 31, 2019. The following table presents Central Retail’s Segment EBITDA for the periods presented.

- 68 - Enclosure 1

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions) Adjustments to Earnings,

pre-tax Income Net gain on foreign exchange 921 — 240 — — Gain on disposal of assets ..... — 35 1,915 216 — Gain on sale of available-for- sale investments ...... — — 586 — — Gain on disposal of investment ...... — — — 171 0 Total adjustments to income .. 921 35 2,741 387 0

Expense Net loss on foreign exchange — (809) — (126) (80) Impairment loss ...... (122) (457) (165) — — Loss on disposal of assets ...... — — — — (17) Total adjustments to expense (122) (1,266) (165) (126) (97) Total Adjustments to Earnings, pre-tax ...... 799 (1,231) 2,576 261 (97)

The table below presents the components of total Adjustments to Earnings for each of the periods presented on a net of tax basis:

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions) Adjustments to Earnings,

net of tax Income Net gain on foreign exchange 737 — 192 — — Gain on disposal of assets ..... — 28 1,532 173 — - 69 - Enclosure 1

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions) Gain on sale of available-for- sale investments ...... — — 469 — — Gain on disposal of investment ...... — — — 136 0 Total adjustments to income .. 737 28 2,193 310 0

Expense Net loss on foreign exchange — (647) — (101) (64) Impairment loss ...... (98) (366) (132) — — Loss on disposal of assets ...... — — — — (14) Total adjustments to expense (98) (1,013) (132) (101) (78) Total Adjustments to Earnings, net of tax ...... 639 (985) 2,061 208 (78)

Three Months Ended Year Ended December 31, March 31, 2016 2017 2018 2018 2019 (THB millions)

Fashion segment EBITDA ...... 13,774 11,979 15,031 3,567 3,028 Hardline segment EBITDA ..... 3,094 3,340 3,916 1,202 1,020 Food segment EBITDA ...... 4,110 4,080 5,680 1,266 1,543 Adjusted EBITDA ...... 20,977 19,399 24,626 6,035 5,591 Discontinued Operations EBITDA ...... 58 268 (129) 329 — EBITDA ...... 21,035 19,667 24,498 6,364 5,591 - 70 - Enclosure 1

Selected Operating Data

The following table presents Central Retail Group’s same store sales growth by segment for the periods presented. For the three months For the year ended December 31, ended March 31, 2016 2017 2018 2018 2019 Same store sales growth (%) Fashion segment ...... +0.6 -2.0 +1.1 +0.9 -0.9 Hardline segment (1) ...... -0.5 -3.5 -0.2 +0.1 +0.5 Food segment (2) ...... +3.9 +2.2 +2.2 +2.8 +3.5 Total ...... +1.3 -1.3 +1.2 +1.4 +1.0 ——— (1) SSSG includes figures from Nguyen Kim for all periods except 2016, because it was acquired subsequent to the beginning of the comparative period. (2) SSSG does not include figures from Big C in 2016 and 2017 or Lanchi Mart in 2016 because such businesses were acquired subsequent to the beginning of the comparative periods.

The following table presents Central Retail Group’s total sales of good by segment for the periods presented Three months ended Year ended December 31, March 31, 2016 2017 2018 2018 2019 Total sales of goods (THB millions) (1) Fashion Segment Thailand department stores (2) ...... 41,356 40,160 39,036 9,781 10,222 Thailand specialty retail ...... 6,107 6,280 7,419 1,711 1,975 Italian department stores ...... 12,490 13,241 15,643 3,533 3,476 Others (3) ...... 659 830 669 188 170 Total ...... 60,612 60,511 62,766 15,213 15,842

Hardline Segment Hardline retailing in Thailand ...... 33,074 35,414 39,550 9,602 10,533 Hardline retailing in Vietnam (4) ...... 18,098 15,619 16,052 4,519 4,374 Total ...... 51,172 51,033 55,602 14,121 14,907

Food Segment Food retailing in Thailand ...... 46,391 49,782 52,474 13,103 13,485 Food retailing in Vietnam ...... 16,330 21,852 25,092 6,813 7,830 Others (5) ...... 199 485 733 161 207 - 71 - Enclosure 1

Three months ended Year ended December 31, March 31, 2016 2017 2018 2018 2019 Total ...... 62,920 72,119 78,299 20,076 21,521 (1) Includes both in-store and online sales. (2) Includes department stores and CMG brandshops (3) Includes Outlet 24, Looksi, Robins Vietnam and Komonoya. (4) Prior to June 2019, Central Retail operated its Nguyen Kim business as a joint venture and its profits were not consolidated into its total revenue. Net profits attributable to its Nguyen Kim joint venture were reflected in its share of profit from associates and joint ventures in its consolidated financial statements. (5) Includes Matsumoto Kiyoshi.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Three months ended March 31, 2019 compared with the three months ended March 31, 2018

Total revenue

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 its revenue. Total revenue in the three months ended March 31, 2019 from its fashion, hardline and food segments was THB 18,279 million, THB 11,365 million and THB 23,982 million, respectively, representing an increase of 3.4%, 7.7% 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 its food segment, and followed by its hardline segment and its fashion segment.

Food Segment. Revenue from sale of goods generated by its food segment increased by THB 1,445 million, or 7.2%, to THB 21,521 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 its food retailing in Vietnam category, as compared to 3.6% in the prior period, and growth in its food retailing in Thailand category. Central Retail attributes its strong SSSG in Vietnam to its merchandise mix, which continues to emphasize high quality and fresh products, and the maturation of its existing Big C stores. Central Retail attributes its growth in Thailand to improved merchandise mix, particularly an increase in its fresh food offerings, and increases in its 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 its 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 its hardline retailing in Thailand category, - 72 - Enclosure 1 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 attributes its 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 its 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 its Thailand department store category and Thailand specialty retail category and SSSG of 3.1% in its Italian department store category, partially offset by a slight decrease in revenue from sale of goods in its 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 its fashion segment, and followed by its food segment and its hardline segment. Revenue from rental services from its 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 its 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 its 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 its hardline retailing in Thailand category in the three months ended March 31, 2018.

- 73 - Enclosure 1

Total expenses

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 its 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 its increase in revenue from the sale of goods and changes in its merchandise mix, particularly in its 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 its 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 its hardline retailing in Thailand category and its 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, but which Central Retail still occupies as a tenant.

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 its ongoing cost control initiatives, partially offset by an increase in personnel expenses in connection with the Restructuring. - 74 - Enclosure 1

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 its 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 its 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 its recognition of previously unrecognized tax losses.

Share of profit of associates and joint ventures

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.

Profit for the period from continuing operations

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.

Year ended December 31, 2018 compared with the year ended December 31, 2017

Total revenue

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 its revenue. Total revenue in the year ended December 31, 2018 from its 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 its food segment, and followed by its hardline segment and its fashion segment. - 75 - Enclosure 1

Food Segment. Revenue from sale of goods generated by its 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 its food retailing in Vietnam category. Central Retail attributes growth in SSSG in its food retailing in Vietnam category to its 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 its store mix, pursuant to which Central Retail has opened additional supermarket locations, primarily under its Central Food Hall retail banner, and closed mini-supermarket locations, primarily under its Tops Daily retail banner.

Hardline Segment. Revenue from sale of goods generated by its hardline segment increased by THB 4,136 million, or 11.7%, to THB 39,550 million in the year ended December 31, 2018 from THB 35,414 million in the year ended December 31, 2017, driven primarily by SSSG of 6.8% in its hardline retailing in Thailand category. Central Retail attributes growth in its SSSG in its hardline retailing in Thailand category to ongoing improvements in the shopping experience for its 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 its 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 its Thailand department stores category and SSSG of 5.1% in its Italian department stores category. Revenue from sale of goods from its 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 its 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 its fashion segment, and followed by its food segment and its hardline segment. Revenue from rental services from its fashion segment increased by THB 446 million, or 10.9%, primarily due to the opening of three new retail plaza locations under its 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. - 76 - Enclosure 1

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 its 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 its fashion segment, attributable to land sold in Bangkok, Khon Kaen and Phuket in connection with the Restructuring.

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 its increase in sales and gain on sales of available- for-sale investments.

Total expenses

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 its 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 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 its 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 its 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 its 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 occupies as a tenant. As a result, its gross profit margins for rental and rendering of services decreased to 62.4% in the year ended December 31, - 77 - Enclosure 1

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 occupies 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 15,460 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 its 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.

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 its increase in profit from continuing operations. Central Retail’s effective tax rate was 19.6% in the year ended December 31, 2018, as compared to 9.9% in the year ended December 31, 2017. The increase in its effective tax rate was attributable to the one-time tax loss carry forward incurred under its hardline segment in the year ended December 31, 2017.

Share of profit of associates and joint ventures

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 its Nguyen Kim joint venture in the year ended December 31, 2018. - 78 - Enclosure 1

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 recognizes the effects of the expense only from the date of its acquisition of Nguyen Kim to December 31, 2018. The proportional effect on Central Retail amounted to THB 69.5 million in total for such period.

Profit for the year from continuing operations

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 31, 2017. Central Retail’s profit margin increased to 6.0% in the year ended December 31, 2018 from 5.0% in the year ended December 31, 2017.

Year ended December 31, 2017 compared with the year ended December 31, 2016

Total revenue

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 its revenue. Total revenue in the year ended December 31, 2017 from hardline and food segments was THB 38,095 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 its 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 its food and hardline segments, led by its food segment, and decreased in its fashion segment.

Food Segment. Revenue from sale of goods generated by its 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 its first full year of revenue from its food retailing in Vietnam category. Central Retail’s 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 its store formats. - 79 - Enclosure 1

Hardline Segment. Revenue from sale of goods generated by its 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 its hardline retailing in Thailand category. Central Retail attributes growth in its SSSG in its 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

Fashion Segment. Revenue from sale of goods generated by its 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 its 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 its 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 its food and fashion segments. Revenue from rental services from its food segment increased by THB 387 million, or 27.3%, primarily due to the opening of a new retail plaza location under its food retailing in Vietnam category, resulting in an increase in net leasable space of 9,129 sqm. Revenue from rental services from its fashion segment increased by THB 322 million, or 8.5%, primarily due to the opening of two new retail plazas under its 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 its growth in revenue from sale of goods.

Investment income. Central Retail’s investment income increased by THB 68 million, or 17.9%, to THB 447 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 31, 2016. The gain on disposal of assets in 2017 was attributable to disposals made in connection with the Restructuring. - 80 - Enclosure 1

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 its food segment. The legacy capital structure of a business in Vietnam which Central Retail acquired for its food segment involved the use of intercompany loans denominated in the Euro and the U.S. dollar, and as a result its net gain or loss on foreign exchange attributable to these loans can affect its margins under its food segment. In the year ended December 31, 2017, the profit margin in its food segment was adversely impacted by such fluctuations. Central Retail plans to repay these loans by utilizing shareholders’ equity to eliminate such impacts.

Total expenses

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 its 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 its cost of sale of goods its 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 December 31, 2016, in line with its growth in revenue from sales of goods. As a result, its 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, its 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 its employee benefit expenses driven by the opening of new stores. - 81 - Enclosure 1

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 its 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 834 million in the year ended December 31, 2017 from THB 1,914 million in the year ended December 31, 2016, due primarily to its 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.

Share of profit of associates and joint ventures

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 its Nguyen Kim joint venture.

Profit for the year from continuing operations

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.

Profitability

Central Retail’s gross profit margin was 30.5%, 29.9% and 29.8% for the years ended December 31, 2016, 2017 and 2018, respectively, primarily due to the larger increase in contribution from food and hardline segment, which have lower gross margins, and 29.1% for the three months ended March 31, 2019, primarily due to sales discounts given to customers, as well as lower gross profit margins for sales of luxury goods under its Italian department store category negotiations with its suppliers for promotional and advertising income in lieu of margin. - 82 - Enclosure 1

Central Retail’s operating margin, to an extent, followed the same trend as its gross profit margin and was 6.8%, 5.5%, and 7.6% for the years ended December 31, 2016, 2017 and 2018, respectively, and 6.4% for the three months ended March 31, 2019. This is due to increasing employee benefit expenses in connection with the Restructuring, increasing marketing and promotional expenses to counteract the soft consumer sentiment in the year ended December 31, 2017, and one-time gain on disposal of assets of THB 1,915 million in the year ended December 31, 2018.

As a result of the foregoing, together with the lower tax expense in the year ended December 31, 2017, its net profit margin was 4.4%, 4.0%, and 5.1% for the years ended December 31, 2016, 2017, and 2018, respectively, and 4.5% for the three months ended March 31, 2019. The decrease in operating margin and net margin for the three months ended March 31, 2019 is due to the absence of gain on disposal of assets.

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Disclaimer This document has been provided by the Company to you solely for your reference as a shareholder of the Company and has been prepared solely for the purpose of informing the shareholders of the Company for the extraordinary general meeting schedule to be held on September 5, 2019 (the “EGM”). By accessing or viewing this document, you are deemed to represent that you are and any customers you represent are shareholders of the Company and will be using this document only in connection with the EGM. None of the Company, Central Retail nor any of their respective directors makes any representation or warranty (express or implied) regarding, or assumes any responsibility or liability for, the accuracy or completeness of, or any errors or commissions in, any information or opinions obtained herein. None of the Company, Central Retail or any of their respective members, directors, officers, employees or affiliates nor any other person accepts any liability (in negligence, or otherwise) whatsoever for any loss howsoever arising from any use of this document otherwise arising in connection therewith. The information contained herein is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this document, which neither the Company, Central Retail nor their respective members, directors, officers, employees or affiliates are under an obligation to update, revise or affirm. The information set out herein is subject to updating, completion, revision, verification and amendment and such information may change materially. The information contained herein is subject to change without notice, its accuracy is not guaranteed, has not been independently verified and it may not contain all material information concerning the Company or Central Retail. This document does not constitute an offer to sell or, recommendation or solicitation of an offer to subscribe for or purchase any securities. Nothing contained herein shall form the basis of any contract or commitment whatsoever. Any purchase of securities should be made solely on the basis of the information contained in a final offering document relating to such securities. No reliance may be placed for any purposes whatsoever on the information set forth in this document or on its completeness. The securities of the Company and Central Retail have not been, and will not be, registered under the U.S. Security Act of 1933, as amended (“Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state or local securities laws. Specifically, this document does not constitute a “prospectus” within the meaning of the United States Securities Act of 1933, as amended and also is not a “prospectus” within the meaning of the Securities and Exchange Act B.E. 2535 of Thailand. This document contains statistical data, market research and industry forecasts that were obtained from third party sources, industry publications, and publicly available information, including: Euromonitor International. Although the Company and/or Central Retail believes that such third party sources are reliable, the accuracy and completeness of the market and economic data presented throughout this document are not guaranteed, and none of Company, Central Retail or any tender offer agent or their respective affiliates makes any representation as to the accuracy or completeness of such information. Market and industry data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Euromonitor International has not provided any form of consultation, advice or counsel regarding any aspect of, or is in any way whatsoever associated with, any offering.

(F10-6) (After approval by the resolutions of the Board of Directors’ meeting) Enclosure 2

Form of Report on Delisting of Shares

Robinson Public Company Limited July 26, 2019 To: The President The Stock Exchange of Thailand The Board of Directors’ Meeting of Robinson Public Company Limited (the “ Company ”) No. 4/2019, held on July 26, 2019, at 15.00 hrs., has passed a resolution to approve the delisting of the Company’s shares from the Stock Exchange of Thailand 1 (the “ SET ”) as detailed as follows: . Type of Securities of the Company . Ordinary Shares .. A total of 1,110,661,133 shares, at the par value of THB 3.55 per share, totaling THB 3,942,847,022.15 .. Listed on the SET from January 3, 1992. .. The latest trading price of THB 60.25 per share on July 26, 2019. . Debentures/Convertible Debentures - None - . Warrants to purchase shares - None - . Other types of securities (Please specify) - None - . Date of presentation to make recommendations concerning delisting of shares The presentation will be held during the Extraordinary General Meeting of Shareholders No. 1/2019 on September 5, 2019, at 13.30 hrs. at the Emerald Hotel, No. 99/1, Ratchadapisek Road, Din Daeng Sub-District, Din Daeng District, Bangkok.

1 The delisting of the Company’s shares from the SET is a part of the Restructuring Plan of Central Retail. If (1) the IPO of Central Retail is not successful, (2) Central Retail is lack of any required qualification or failure to comply with the SET’s conditions for its preliminary approval to list Central Retail’s shares on the SET and (3) 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, Central Retail will cancel the tender offer and thus, the Company’s shares will not be delisted from the SET. 1

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. Date of shareholders’ meeting for delisting of shares The Extraordinary General Meeting of Shareholders No.1/2019 will be held on September 5, 2019, at 13.30 hrs., at the Emerald Hotel, No. 99/1, Ratchadapisek Road, Din Daeng Sub-District, Din Daeng District, Bangkok, whereas
The date for determining the names of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2019 (“ Record Date ”) will be on August 13, 2019  The closing date of shareholder’s register book for determining the names of shareholders entitled to attend the Shareholders’ meeting will be on ...... until the end of such meeting . Reasons and facts concerning the delisting of shares As the Company has received a letter of intent from Central Retail Corporation Company Limited (“ Central Retail ”), a major shareholder of the Company holding directly and indirectly 53.83 percent of the total issued shares of the Company on July , 2019, in relation to the business restructuring of Central Retail’s subsidiaries and affiliates, including the Company (collectively together with Central Retail, the “Central Retail Group ”), (the “Restructuring ”), as part of its preparation for an initial public offering and listing of its shares on the SET, (“ IPO ”). In this regard, 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 ”) in exchange for Central Retail’s newly issued ordinary shares (the “ Shares Consideration ”) where consideration will be made with no cash alternative. 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 (the “ Delisting ”) where Central Retail will be the delisting tender offeror under the Conditional Exchange Offer process (collectively, the “ Restructuring Plan of Central Retail ”). 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. In this regard, the objectives and rationales for the Restructuring Plan of Central Retail are as follows: (1) 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;

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(2) 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 and respond to the market demand in each area; (3) 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. Moreover, 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 Office of Securities and Exchange Commission, 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. . General offer to purchase shares and other securities convertible into shares of the Company from the shareholders and securities holders . Name of the offeror or groups of offerors and relationship with the Company Central Retail Corporation Company Limited is a major shareholder of the Company, holding directly and indirectly . percent of the total issued shares of the Company in aggregate where Central Retail holds . percent of the total issued shares directly and holds . percent of the total issued shares indirectly through C.R.G. Service Co., Ltd., a subsidiary of Central Retail. . Offering price of the securities (ordinary shares) THB . which 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 of the Company for consideration. Moreover, if the Company pays dividends before payment of the consideration for the Conditional Exchange Offer, the tender offer price will be reduced in proportion to the amount of the dividends paid per share of the Company. In this regard, Central Retail will issue the Shares Consideration as consideration for the Conditional Exchange Offer. 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

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Central Retail to be derived from the book-building process in the future (the “ IPO Shares Price ”). 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. 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. . Name of financial advisor of the offeror Bualuang Securities Public Company Limited and Phatra Securities Public Company Limited . Name of the independent financial advisor Discover Management Company Limited

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. Shareholdings as at March 11, 2019 (the latest record date) (information from https://www.set.or.th) . Top ten major shareholders Name Nationality Occupation Number of Shareholding shares held Percentage (%) 1. Central Retail Thai Juristic 308,162,660 27.75 Person 2. C.R.G. SERVICE CO., LTD Thai Juristic 289,645,488 26.08 Person 3. THAI NVDR CO., LTD. Thai Juristic 78,615,343 7.08 Person 4. SOCIAL SECURITIES OFFICE Thai Social 53,026,700 4.77 Security Fund 5. MR. SUTHILAK CHIRATHIVAT Thai Emp loyee 26,615,996 2.40 6. SOUTH EAST ASIA UK (TYPE C) British Other 15,713,144 1.41 NOMINEES LIMITED Juristic Person 7. DBS BANK LTD Singaporean Com mercial 15,000,000 1.35 Bank 8. VIELLA ASSETS LTD British Virgin Other 14,578,677 1.31 Island Juristic Person 9. KRUNGSRI DIVIDEND STOCK Thai Domestic 13,163,400 1.19 (LTF) Mutual Fund (Open-end Fund) 10. CREDIT SUISSE AG, Swis s Other 12,879,565 1.16 SINGAPORE BRANCH Juristic Person

. Number of shareholders

- There were a total of 5,671 shareholders, holding 1,110,661,133 shares. - The number of minority shareholders holding not more than 5 out of 1,000 of the total paid-up capital but not less than 1 board lot is 5,149 persons, holding 241,543,379 shares, which is equivalent to 21.75 percent of the paid-up capital.

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. Board of Directors of the Company as at July 26, 2019 Name Position Shareholding Percentage (%) 1. Mr. Sudhisak Chirathivat Chairman None 2. Mr. Wuttikiat Techamongklapiwat Managing Director / Director None 3. Mr. Sudhitham Chirathivat Director 0.13 4. Mr. Prin Chirathivat Director 0.21 5. Mr. Piya Nguiakaramahawongse Director None 6. Mr. Pandit Mongkolkul Director . 7. Mrs. Yuwadee C hirathivat Director 0.05 8. Mr. Somchai Apiwattanapron Independent Director/ None Chairman of the Audit Committee 9. Mr. Vithaya Chavananand Independent Director / None Audit Committee 10. Mr. Charan Mongkolchan Independent Director / None Audit Committee 11. Mr. Yodhin Anavil Independent Director / None Audit Committee

We hereby confirm that the information contained in this report is accurate and completed in all respects.

Signature - Piya Nguiakaramahawongse - Authorized Director

(Mr. Piya Nguiakaramahawongse) On behalf of the Company

Title Director .

(Authorized Directors signing together with the Company’s seal)

Signature - Wuttikiat T echamongklapiwat - Authorized Director

(Mr. Wuttikiat Techamongklapiwat) On behalf of the Company

Title Director . 6