CR03206-2017 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 17.1(b) OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: Preliminary Information Statement Definitive Information Statement 2. Name of Registrant as specified in its charter ROBINSONS RETAIL HOLDINGS, INC. 3. Province, country or other jurisdiction of incorporation or organization Philippines 4. SEC Identification Number A200201756 5. BIR Tax Identification Code 216-303-212-000 6. Address of principal office 43rd Floor, Robinsons Equitable Tower, ADB Avenue corner Poveda Street, Ortigas Center, Pasig City Postal Code 1605 7. Registrant's telephone number, including area code (632) 635-0751 8. Date, time and place of the meeting of security holders June 27, 2017, 4:00 P.M., Ruby Ballroom, 4th Floor Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Development Bank Avenue, Quezon City, Metro Manila 9. Approximate date on which the Information Statement is first to be sent or given to security holders Jun 5, 2017 10. In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor N/A Address and Telephone No. N/A 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares 1,385,000,000 13. Are any or all of registrant's securities listed on a Stock Exchange? Yes No If yes, state the name of such stock exchange and the classes of securities listed therein: Robinsons Retail Holdings, Inc.'s common stock is listed on the Philippine Stock Exchange The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party. Robinsons Retail Holdings, Inc. RRHI PSE Disclosure Form 17-5 - Information Statement for Annual or Special Stockholders' Meeting References: SRC Rule 20 and Section 17.10 of the Revised Disclosure Rules Date of Stockholders' Jun 27, 2017 Meeting Type (Annual or Annual Special) Time 4:00 P.M. Ruby Ballroom, 4th Floor Crowne Plaza Manila Galleria, Ortigas Avenue corner Asian Venue Developement Bank Avenue, Quezon City, Metro Manila Record Date May 23, 2017 Inclusive Dates of Closing of Stock Transfer Books Start Date N/A End date N/A Other Relevant Information Please find attached Preliminary Information Statement filed with the Securities and Exchange Commission in connection with the annual meeting of the stockholders of Robinsons Retail Holdings, Inc. to be held on June 27, 2017. Filed on behalf by: Name Rosalinda Rivera Designation Corporate Secretary COVER SHEET A 2 0 0 2 0 1 7 5 6 SEC Registration Number R O B I N S O N S R E T A I L H O L D I N G S , I N C . (Company’s Full Name) 4 3 r d F L O O R R O B I N S O N S E Q U I T A B L E T O W E R , A D B c o r . P O V E D A S T R E E T , O R T I G A S C E N T E R , P A S I G C I T Y , M E T R O M A N I L A (Business Address: No. Street City/Town/Province) Atty. Rosalinda F. Rivera 633-7631 Corporate Secretary (Contact Person) (Company Telephone Number) 1 2 3 1 2 0 - I S last Thursday of May Month Day (Form Type) Month Day (Fiscal Year) (Annual Meeting) Preliminary Information Statement Issuer of Securities under SEC-MSRD No. 37, Series of 2013 (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. ANNUAL MEETING OF STOCKHOLDERS JUNE 27, 2017 EXPLANATION OF AGENDA ITEMS FOR STOCKHOLDERS’ APPROVAL Reading and approval of the Minutes of the Annual Meeting of the Stockholders held on June 9, 2016 Copies of the minutes will be distributed to the stockholders before the meeting and will be presented to the stockholders for approval. Presentation of annual report and approval of the financial statements for the preceding year The annual report and the financial statements for the preceding fiscal year will be presented to the stockholders for approval. Election of Board of Directors The incumbent members of the Board of Directors of the Corporation are expected to be nominated for re-election this year. A brief description of the business experience of the incumbent directors is provided in the Information Statement sent to the stockholders. The members of the Board of Directors of the Corporation shall be elected by plurality vote. Appointment of External Auditor The Corporation’s external auditor is SyCip Gorres Velayo & Co. and will be nominated for reappointment for the current fiscal year. Ratification of all acts of the Board of Directors and its committees, officers and management since the last annual meeting The acts of the Board of Directors and its committees, officers and management of the Corporation since the last annual stockholders’ meeting up to the current stockholders’ meeting will be presented to the stockholders for ratification. Consideration of such other matters as may properly come during the meeting The Chairman will open the floor for comments and questions by the stockholders. The Chairman will decide whether matters raised by the stockholders may be properly taken up in the meeting or in another proper forum. P R O X Y The undersigned stockholder of ROBINSONS RETAIL HOLDINGS, INC. (the “Corporation”), do hereby appoint ______________________________________ as my proxy to represent me and vote all shares registered in my name in the records or books of the Corporation at the Annual Meeting of the Stockholders of the Corporation to be held on June 27, 2017 and adjournments and postponements thereof as fully to all intents and purposes as I might do if present and acting in person, hereby ratifying and confirming all that my said attorney shall lawfully do or cause to be done by virtue of these presents. IN CASE OF THE NON-ATTENDANCE OF MY PROXY NAMED ABOVE, I AUTHORIZE AND EMPOWER THE CHAIRMAN OF THE MEETING TO FULLY EXERCISE ALL RIGHTS AS MY PROXY AT SUCH MEETING. This proxy shall continue until such time as the same is withdrawn by me through notice in writing delivered to the Corporate Secretary at least three (3) working days before the scheduled meeting on June 27, 2017, but shall not apply in instances where I personally attend the meeting. ___________________________________________ PRINTED NAME OF STOCKHOLDER _____________________________ __________________________________________ DATE SIGNATURE OF STOCKHOLDER / AUTHORIZED SIGNATORY ___________________________________________ ADDRESS OF STOCKHOLDER __________________________________________ CONTACT TELEPHONE NUMBER A PROXY FORM SUBMITTED BY A CORPORATION SHOULD BE ACCOMPANIED BY A CORPORATE SECRETARY’S CERTIFICATE QUOTING THE BOARD RESOLUTION DESIGNATING A CORPORATE OFFICER TO EXECUTE THE PROXY. IN ADDITION TO THE ABOVE REQUIREMENT FOR CORPORATIONS, A PROXY FORM GIVEN BY A BROKER OR CUSTODIAN BANK IN RESPECT OF SHARES OF STOCK CARRIED BY SUCH BROKER OR CUSTODIAN BANK FOR THE ACCOUNT OF THE BENEFICIAL OWNER MUST BE ACCOMPANIED BY A CERTIFICATION UNDER OATH STATING THAT THE BROKER OR CUSTODIAN BANK HAS OBTAINED THE WRITTEN CONSENT OF THE ACCOUNT HOLDER. Date, Time and Place of Meeting of Security Holders Date Time and Place of Meeting : June 27, 2017 4:00 P.M. Ruby Ballroom, 4th Floor Crowne Plaza Manila Galleria Ortigas Avenue corner Asian Development Bank Avenue Quezon City, Metro Manila Complete Mailing Address of Principal Office : 43rd Floor, Robinsons Equitable Tower, ADB corner Poveda Street, Ortigas Center, Pasig City, Metro Manila Approximate date on which the Information : June 5, 2017 Statement is first to be sent or given to security holders Dissenters’ Right of Appraisal Any stockholder of the Corporation may exercise his appraisal right against the proposed actions which qualify as instances giving rise to the exercise of such right pursuant to and subject to the compliance with the requirements and procedure set forth under Title X of the Corporation Code of the Philippines. There are no matters to be acted upon by the stockholders at the Annual Meeting of the Stockholders to be held on June 27, 2017 which would require the exercise of the appraisal right. Interest of Certain Persons in or Opposition to Matters to be acted upon None of the following persons have any substantial interest, direct or indirect, in any matter to be acted upon other than election to office: 1. Directors or officers of the Corporation at any time since the beginning of the last fiscal year; 2. Nominees for election as directors of the Corporation; 3. Associate of any of the foregoing persons. Voting Securities and Principal Holders Thereof (a) The Corporation has 1,385,000,000 outstanding shares as of March 31, 2017. Every stockholder shall be entitled to one vote for each share of stock held as of the established record date. (b) All stockholders of record as of May 23, 2017 are entitled to notice and to vote at the Corporation’s Annual Meeting of Stockholders.