Robinson PCL : Providing financial support to associated companies based on percentage shareholding

- Translation -

No. 990 / 70/ 030 / 2019

4 November 2019

Robinson Public Company Limited (the "Company") would like to inform that the Board of Directors' Meeting No. 6/2019, which was held on 4 November 2019, had a resolution to provide financial support to associated companies based on percentage shareholding which are Power Buy Company Limited ("PWB") (the Company hold 40% of shares) and CRC Sports Company Limited ("SSP") (the Company hold 40% of shares).

1. Power Buy Company Limited

1. Date of transaction: After the Board of Directors approved

1. Relationship: The Company and Central Retail Corporation Public Company Limited ("CRC") are the major shareholders of PWB, holding shares in PWB totaling 40% and 60% respectively. Central Group (Chirathivat Family) is the major shareholder of both the Company and CRC.
2. Shareholding structure: Power Buy Company Limited

1. Transaction: To provide financial support to connected parties based on percentage shareholding
2. Details of transaction: The Company and CRC, the shareholders of PWB, jointly provide financial support in accordance with the capital restructuring plan by proving loan not exceeding Baht 7,000 million. The Company provides the loan based on percentage shareholding of 40% or equivalent to Baht 2,800 million at interest rate of 2.00% per annum (as of 4 November 2019). In addition, the interest rate may change if the Company's cost of debt changes and the Company will notify one month in advance. This transaction is the short-term call loan and having promissory notes as loan collaterals.
   Before providing Loan to PWB and SSP, PWB and SSP will pay dividend to shareholders, totaling not less than Baht 2,244 million and Bath 4,866 million respectively. The Company will receive dividend approximately Baht 898 million and Baht 1,946 million respectively in accordance to percentage shareholding. (The net dividend received from SSP will equivalent to Baht 746 million from net loan to SSP as detail in No. 2). Net loans after dividend received from both PWB and SSP will be Baht 1,156 million which comes from cashflow and credit lines of the Company.

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1. Objective of transaction: For capital restructuring, using as source of fund and operating cashflow for PWB
2. Source of fund: Dividend received from PWB and SSP, cashflow, and credit line of the Company
3. The opinion of the Board of Directors and Audit Committee regarding this connected transaction: Considered and approved the financial support to PWB for capital restructuring and using as the source of fund and operating cashflow. In addition, the aforementioned loan will not impact financial status and investment plan of the Company and no any conditions affecting the right of shareholders.
   In addition, the Directors who approved this transaction in the Board of Directors' Meeting were not the directors who had interests and/or directors who were connected persons.
4. Transaction size: This transaction is considered to be a connected transaction of listed company prescribed in the Notification of the Capital Market Commission Supervisory Board in category of rules on connected transactions as the providing or receiving financial support. This transaction size must be approved by the Board of Directors and disclosed to the Stock Exchange of Thailand but not to be approved by the Meeting of Shareholders.

2. CRC Sports Company Limited

1. Date of transaction:After the Board of Directors approved

1. Relationship: The Company and CRC are the major shareholders of SSP, holding shares in SSP totaling 40% and 60% respectively. Central Group (Chirathivat Family) is the major shareholder of both the Company and CRC.
2. Shareholding structure: CRC Sports Company Limited

1. Transaction: To provide financial support to connected parties based on percentage shareholding
2. Details of transaction: The Company and CRC, the shareholders of SSP, jointly provide financial support in accordance with the capital restructuring plan by proving loan not exceeding Baht 3,000 million. The Company provides the loan based on percentage shareholding of 40% or equivalent to Baht 1,200 million at interest rate of 2.00% per annum (as of 4 November 2019). In addition, the interest rate may change if the Company's cost of debt changes and the Company will notify one month in advance. This transaction is the short-term call loan and having promissory notes as loan collaterals.

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Before providing loan to SSP, SSP will pay dividend to shareholders, totaling not less than Baht 4,866 million. The Company will receive dividend approximately Baht 1,946 million in accordance to percentage shareholding. (The net dividend received from SSP, after lending to SSP, will equivalent to Baht 746 million)

1. Objective of transection: For capital restructuring, using as source of fund and operating cashflow for SSP
2. Source of fund: Dividend received from SSP
3. The opinion of the Board of Directors and Audit Committee regarding this connected transaction: Considered and approved the financial support to SSP for capital restructuring and using as the source of fund and operating cashflow. In addition, the aforementioned loan will not impact financial status and investment plan of the Company and no any conditions affecting the right of shareholders.
   In addition, the Directors who approved this transaction in the Board of Directors' Meeting were not the directors who had interests and/or directors who were connected persons.
4. Transaction size: This transaction is considered to be a connected transaction of listed company prescribed in the Notification of the Capital Market Commission Supervisory Board in category of rules on connected transactions as the providing or receiving financial support. This transaction size must be approved by the Board of Directors and disclosed to the Stock Exchange of Thailand but not to be approved by the Meeting of Shareholders.

Yours faithfully,

(Mr. Sattabun Chaiyadecha)

Company Secretary

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