Robinson PCL : Application for Delisting of Shares (F10-7)

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(F10-7) (After approval by the resolutions of the shareholders' meeting)

Application for Delisting of Shares

Robinson Public Company Limited

October 16, 2019

To: Board of Governors of the Stock Exchange of Thailand

We, Robinson Public Company Limited (the "Company"), whose English name is Robinson

Public Company Limited, hereby submit an application for delisting of shares with the following details:

1. Type of securities of the Company
2. 1. Ordinary Shares
   2. 1. 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
      2. Listed on the SET from January 3, 1992.
      3. The latest trading price of THB 65.00 per share on October 16, 2019.
   3. Debentures/Convertible Debentures - None -
   4. Warrants to purchase shares - None -
   5. Other types of securities (Please specify) - None -
3. Approval from the shareholders' meeting to delist the shares

The Extraordinary General Meeting of Shareholders No. 1/2019, held on September 5,

2019, has resolved to delist the Company's shares with the following details:

1. 2.1 Total number of all shareholders: 7,341 persons, holding 1,110,661,133 shares.

2. Number of minority shareholders who hold not more than 5 out of 1,000 of the total paid-up capital but not less than 1 board lot: 6,742 persons, holding 254,258,900 shares, representing
   22.89 percent of the paid-up capital.
3. Number of shareholders who attend the meeting in person: 112 persons.
4. Number of shareholders who attend the meeting by proxy: 1,326 persons, holding 951,132,759 shares, representing 85.64 percent of the paid-up capital.
5. Number of shareholders who approve the delisting of shares: 1,678 persons, holding 955,410,174 shares, representing 86.02 percent of the paid-up capital.

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2.6 Number of shareholders who object the delisting of shares: 10 persons, holding 4,795,474 shares, representing 0.43 percent of the paid-up capital.

3. Reasons and facts concerning the delisting of shares

As the Company has received a letter of intent from Central Retail Corporation 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 (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;
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, respond to the market demand in each area, and allow for better governance by aligning business plans with a view to preventing conflicts of interest that may arise in the future, e.g. (i) Central Retail banners (such as Supersports, PowerBuy and Tops) being existing tenants in Robinson Lifestyle Centers, (ii) both Central Department Store and the Company operating in the same business, (iii) both Tops Plaza and Robinson Lifestyle Center operating in the same business;
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;

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1. To allow the shareholders of the Company to partake in a company with retail business presence in various countries given Central Retail Group's exposure in Vietnam which is one of the fastest growing region with 7.5% GDP CAGR over the last five years coupled with the growing market share in Italy department stores from 36.0% in 2014 to 48.1% in 2018, with revenue contribution of 14.1% and 8.7% of the total sales for the year ended December 31, 2019 from Vietnam and Italy, respectively; and
2. To provide higher diversification of earnings for the shareholders of the Company where earnings are concentrated through two sources, i.e. department stores and retail plazas, compared to Central Retail Group's multi-category and multi-format operations through department stores, specialty stores, hypermarkets, supermarkets and convenience stores amongst many others, and Central
   Retail's total revenue CAGR of 8.1% for the past two years is higher than the Company's total revenue
   CAGR of 2.3% for the same period.

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 Securities and Exchange Commission (the "SEC") 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 of Securities to be terminated;
• Incompletion of the IPO, including, but not limited to, the relevant underwriting agreement and the international purchase agreement 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 agreement and the international purchase agreement which may cause the underwriters or the initial purchasers to exercise their rights to cancel the IPO under such agreements; or
• Central Retail's lack of any required qualification or failure to comply with the SET's conditions for its preliminary approval to be a listed company on the SET, resulted from actions or incidents which are beyond Central Retail's control.

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 SEC, 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.

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4. General offer to purchase shares and other securities convertible into shares of the Company from the shareholders and securities holders

4.1 Name of the offeror or groups of offerors and relationship with the Company

Central Retail is a major shareholder of the Company, holding directly and indirectly

53.83 percent of the total issued shares of the Company in aggregate where Central Retail holds 27.75 percent of the total issued shares directly and holds 26.08 percent of the total issued shares indirectly through C.R.G. Service Co., Ltd., a subsidiary of Central Retail.

4.2 Offering price of the securities (ordinary shares)

The offering price is THB 66.50 per share (the "Company Shares Price") which was derived from various methods determined by Central Retail, e.g. market price, trading multiples, and discounted cash flow, which was 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 where consideration will be made with no cash alternative. 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"). 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.

4.3 Name of financial advisor of the offeror

Bualuang Securities Public Company Limited and Phatra Securities Public Company

Limited

1. Name of the independent financial advisor Discover Management Company Limited
2. Tender offer period

Central Retail will start the tender offer within ten business days after Central Retail's prospectus becomes effective. The tender offer period will not be less than 25 business days and not more than 45 business days. In this regard, Central Retail will further request for a waiver for such offer period from the SET. In case there is any amendment to the offer period, Central Retail must arrange for the offer period after such amendment to be at least ten business days where the total offer period must not be less than 25 business days and not more than 45 business days.

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5. Top 10 shareholders as at the date for determining the names of shareholders entitled to attend the Extraordinary General Meeting of Shareholders No. 1/2019 (Record Date) (August 13, 2019)

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