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Important Notice This Draft of the Preliminary Reit Plan

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Important Notice This Draft of the Preliminary Reit Plan IMPORTANT NOTICE THIS DRAFT OF THE PRELIMINARY REIT PLAN IS BEING DISPLAYED ON THIS WEBSITE TO MAKE THE PRELIMINARY REIT PLAN ACCESSIBLE TO INVESTORS IN THE PHILIPPINES AND IS TO BE VIEWED EXCLUSIVELY WITHIN THE PHILIPPINES. NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE PHILIPPINE STOCK EXCHANGE, INC. (THE “PSE”) ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF STATEMENTS MADE, OR THE OPINIONS OR REPORTS EXPRESSED IN THIS PRELIMINARY REIT PLAN. THE PSE MAKES NO REPRESENTATION AS TO THE COMPLETENESS OF THE PRELIMINARY REIT PLAN AND DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR IN RELIANCE, IN FULL OR IN PART, OF THE CONTENTS OF THE PRELIMINARY REIT PLAN. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN DECLARED EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR OFFERS TO BUY THEM BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT IS RENDERED EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE CONSIDERED A SOLICITATION TO BUY. The offering information on this website is intended to be available only to Philippine and non- Philippine citizens residing in the Philippines or corporations or juridical entities organized and existing under Philippine law, and is not intended for distribution outside the Philippines and is not intended for distribution in the United States (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)). The information contained in this website may not be published or distributed, directly or indirectly, in the United States and this information does not constitute an offer of Shares for sale in the United States. The Shares described in this website or the documents or information available on this website have not been, and will not be, registered under U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold, directly or indirectly, into the United States unless the Shares are so registered or an exemption from the U.S. registration requirements is available. There will be no public offer of the Shares mentioned herein in the United States. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. This Draft REIT Plan is being made available in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently neither the Company nor any of the Company’s affiliates and advisors accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. This Draft REIT Plan and the information contained herein are subject to completion or amendment without notice. The Offer Shares may not be sold nor may an offer to buy be accepted prior to the time that the Draft REIT Plan is issued in final form. Under no circumstances shall this Draft REIT Plan constitute an offer to sell or the solicitation of an offer to buy any Offer Shares nor shall there be any offer, solicitation or sale of the Offer Shares in any jurisdiction where such offer or sale is not permitted. PRELIMINARY REIT PLAN DRAFT DATED AS OF JULY 29, 2021 SUBJECT TO COMPLETION RL COMMERCIAL REIT, INC.* laws such of jurisdiction. (incorporated in the Republic of the Philippines) Offer of up to [3,342,864,000] Common Shares with an Overallotment Option of up to [305,103,000] Common Shares Offer Price: Up to ₱[7.31] per share to be listed and traded on the Main Board of The Philippine Stock Exchange, Inc. citation of an offer to buy any Offer Shares nor shall there be any there Shares nor be shall any Offer buy offeran citationof to The Selling Shareholder identified in this REIT Plan is offering up to [3,342,864,0000] common shares with an overallotment option of up to [305,103,000] common shares. Our Company will not receive any proceeds from the sale by the Selling Shareholder. Investing in the Offer Shares involves risks. See “Risk Factors” beginning on page [28]. fer Shares may not be sold nor may an offer to buy be accepted prior to the time time the to prior accepted be buy to offer an may nor sold be not may Shares fer Sponsor Fund Manager Property Manager Joint Global Coordinators, Lead Managers and Joint Bookrunners (in alphabetical order) BPI Capital Corporation UBS AG, Singapore Branch Lead International Bookrunner UBS AG, Singapore Branch International Bookrunners (in alphabetical order) CLSA Limited Merrill Lynch (Singapore) Pte. Ltd. Lead Local Underwriter BPI Capital Corporation Local Underwriters (in alphabetical order) tion in which such offer, suchin tion which solicitation be or prior sale unlawful registration would or to qualification securities under the China Bank Capital Corporation First Metro Investment Corporation PNB Capital and Investment Corporation Participating Underwriter SB Capital Investment Corporation Selling Agents Eligible Trading Participants of The Philippine Stock Exchange, Inc. THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR DETERMINED IF THIS REIT PLAN IS ACCURATE OR Plan is issued in final form. Under no circumstances shall this Preliminary REIT Plan constitute an offer to sell or the soli the sell or constitutePlan offercircumstancesan to shall Preliminary this Under no in REIT issued final form. is Plan COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD BE REPORTED IMMEDIATELY TO THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION. The date of this REIT Plan is , 2021 * As of the date of this REIT Plan, our application for the change in name of our Company from “Robinsons Realty and This Preliminary REITand information Plan the contained herein subject are completion to without or amendment notice. The Of that Preliminary the REIT jurisdic any in Shares Offer the of or sale solicitation offer, Management Corporation” to “RL Commercial REIT, Inc.” is pending the approval of the Philippine SEC. RL Commercial REIT, Inc. 25F Robinsons Cyberscape Alpha Sapphire and Garnet Roads Brgy. San Antonio, Ortigas Center Pasig City 1605, Philippines1 Telephone Number: (+632) 8395 2177 https://www.rlcommercialreit.com.ph This REIT plan (the “REIT Plan”) relates to the offer and sale to the public of up to [3,342,864,000] common shares (the “Firm Shares”) with an Overallotment Option (as defined below) of up to [305,103,000] common shares (the “Option Shares”, and together with the Firm Shares, the “Offer Shares”), each common share with a par value of ₱1.00 (the “Shares”), of RL Commercial REIT, Inc. (formerly Robinsons Realty and Management Corporation) (“we”, “us”, “our”, “RLC REIT”, our “Company” or the “Issuer”), a corporation organized and existing under Philippine law and operating as a real estate company. The Offer Shares are existing Shares offered by Robinsons Land Corporation (“RLC”, the “Selling Shareholder” and the “Sponsor”) pursuant to a secondary offer and our Company will not receive any proceeds from the sale by the Selling Shareholder. Upon compliance with the requirements of Republic Act No. 9856, the Real Estate Investment Trust Act of 2009 (the “REIT Law”, and together with the relevant implementing rules and regulations as issued by the responsible Government authorities, the “REIT Regulations”), our Company shall operate as a real estate investment trust (“REIT”). The REIT Law defines a REIT as stock corporation established in accordance with Republic Act No. 11232, the Revised Corporation Code of the Philippines (the “Corporation Code”) and the rules and regulations promulgated by the Securities and Exchange Commission of the Philippines (“Philippine SEC”) principally for the purpose of owning income-generating real estate assets. Although under the REIT Law, such entity is called a “trust,” the term was adopted for the sole purpose of aligning with global best practices and terminology, and a REIT organized under Philippine laws is subject to the Corporation Code as a stock corporation and does not operate under the same regime as trusts generally under applicable laws and regulations governing trusts. The Firm Shares will comprise [3,342,864,000] existing Shares offered by the Selling Shareholder pursuant to a secondary offer. The Option Shares will comprise up to [305,103,000] issued Shares owned by the Selling Shareholder to be offered by way of a secondary offer. The offer of the Offer Shares is referred to herein as the “Offer.” Our Company will not receive any proceeds from the sale by the Selling Shareholder. As of the date of this REIT Plan, our Sponsor owns 100% of our issued and outstanding capital stock. Upon completion of the Offer and assuming full exercise of the Overallotment Option, the Offer Shares representing approximately [36.67]% of our issued and outstanding capital stock will be held by the public and [63.33]% will be held by our Sponsor. If the Overallotment Option is not fully exercised, the Firm
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