Robinson PCL : Disposition of investment in a subsidiary company

Bor Mor Jor. 115

• Translation -

  No. 990 I 70 I 028 I 2017 5 September2017

  Subject Disposition of investment in a subsidiary company

  To President

  The Stock Exchange of Thailand

  The Robinson Public Company Limited hereby informed the resolution of Board of Directors' meeting no. 4/20 17 on 10 August 2017 to approve CR (Thailand) Company Limited ("CR Thailand"), a subsidiary in which the Company hold 99.99% of paid up capital for disposition of all investment in CR Ubon Ratchatani (Thailand) Company Limited ("CR Ubon"), in which the CR (Thailand) Company Limited hold 75% of paid up capital of CR Ubon to Ubon Pattana 2017 Company Limited ("Buyer"), a former shareholder in CR Ubon which hold 25% of shares with the following significant issues:

• Date of transaction: Within September 2017

• Involved parties:

  Buyer: Ubon Pattana 2017 Company Limited

  Seller: CR (Thailand) Company Limited (a subsidiary in which the Company hold 99.99%) Relationship between buyer and seller: None therefore itwas not classified as related party transaction.

• Detail of transaction:

  Type of securities: Ordinary shares

  Name of associate Company: CR Ubon Ratchathani (Thailand) Company Limited Type of business: Retail

  Number of sold share: 532,493 shares with price per shares 63.85 THB Total selling price : 34 Million Bahl

  Proportion of holding shares in CR Ubon Before disposition: 75%

  After disposition: 0%

• Value of disposition assets:

  CR Ubon has a registered and paid-up shares capital of 71,000,000 THB which consists of 710,000 of ordinary shares with a par value of 100 THB per share, book value of 82.78 THB per share (based on financial statement ended December 31, 2016)

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• Criteria to determine the value of consideration:

  In accordance to negotiation between the "Seller" and the "Buyer" which considered the future revenue projection of CR Ubon as well as the investments for business development which have remained only 9 years leasehold.

• Reason of the disposition assets:

  Due to intense retail competition in Ubon Ratchatani province as well as the Company has already opened the second department store, large shopping mall, closed to CR Ubon that impacted to operation of CR Ubon with continuous declined in sales and started to have losses. In addition, space constraint of CR Ubons which are the small building with have 9 years leasehold remains. The investment for improving the competitiveness will difficult and high risk of investment. The sale of CR Ubon will decrease the financial burden of the Company as any additionalinvestment (If any) and risk for any future losses for the Company

• Total value of consideration and terms of payment:

  The full amount settlement within September 2017

• Size of transaction and rules:

This transaction was not considered as a materialtransaction on disposal of Asset according to the Notification of the Capital Market Supervisory Board No. Tor. Chor. 20/2551 Re: Rules on Entering into Material Transaction Deemed as Acquisition or Disposal of Assets and the Notification of the Board of Governors of SET Re: Disclosure of Information of Listed Companies Concerning Acquisition or Disposal of Assets, 2004 as the size of the transaction was 0.13%, calculated via the value of securities for the assets acquired which was the highest criteria but still less than 15% (based on financial statement ended June 30, 2017). Nevertheless, calculation including other transaction occurring during a period of six months still less than 15%. Moreover, the counter party of the transaction was person/ juristic person who was not the related person, thus the transaction will not be considered as a Related Party Transaction under the Notification of Capital Market Supervisory Board No. Tor. Chor. 21/2551 concerning the Related Party Transaction and the Notification of the Board of Governors of SET Re: Disclosure of Information and Other Acts of Listed Companies Concerning the Related Party Transactions, 2003.

However. such transition is the disposition of investment in other company, as a result, the other company is no longer to be the Company's subsidiary. The listed company has to disclose information to the Stock Exchange of Thailand regarding to Rules No. Bor Jor/Por 11-00, Conditions and Procedures of Information disclosure and Practice of Listed Company.

Please be informed accordingly. Yours faithfully,

(Mr. Sattabun Chaiyadecha) Company Secretary

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