ROBINS : Annual Report 2004 by robins robins

Annual Report 2004 Contents Message from President

General Information

Financial Highlights

Management Discussion and Analysis

Nature of Business

Organization Chart of The Group

Shareholding Structure

Management

Market and Competition Environment

Risk Factors

Internal Control

Inter-Company Transactions

Financial Statements

Annual Report 2004

Message From President The Re-launch of the new image “Robinson …. Your Life Vitalizer” in 2003 has effectively and successfully convinced the target customers of its new market position and greatly enhanced the competitive edge of Robinson Department Store. It has become increasingly popular especially in the early career group and families who have the taste for modern life style, exciting store ambience at best value price range. In 2004 the Company still gave high priority to improving the stores including the design, layout, ambience, and merchandise display to attract and best satisfy the customers. Moreover, it has continued to develop the merchandising management system to ensure that it could always provide new products right to the requirements of the customers while maintaining the optimum level of inventory resulting with no burden from the obsolete stock to the Company. This is another important aspect of the continued development in order to change the Robinson image. On the part of marketing the Company has revamped the sales promotion activities to attract more specific groups of customers employing the theme promotion technique to emphasize the store image and participation of the customers. Such activities must suit the customers’ lifestyle and requirements in each store location. The shopping environment must be exciting and fun to better impress the customers. Along with the effort to satisfy the customers through the merchandising management and stores improvement, the Company has been working hard on human resources and work processes development. In 2004 the overall store management system and process have been re-organized so that the store personnel could be properly developed and optimize their working efficiency with clear objectives. Such working system and human resources development have been the crucial aspect of , the Company s long term development plan to enhance its competitive edge and ever better performance. With the above mentioned undertakings plus the good economic environment continued from 2003, the Company’s 2004 performance was highly successful in terms of sales, profit, efficient expense control, and above all the greater satisfaction of the customers. On the financial aspect the Company could achieve all the steps of the Rehabilitation Plan as it has continuously good performance and has been able to repay the debts over the minimum requirement of the Plan. In 2004 the Company has been granted new fund by local financial institutes to buy back 77% of the remaining Notes prior to the repay schedule. All those have contributed towards stronger financial status, which will greatly support future business expansion plan starting with the opening of new stores in 2005. This will definitely enable the Company to exit from the Rehabilitation Plan by December 2005 as scheduled. May I, on behalf of the Board of Directors, take this opportunity to express our sincere thanks and gratitude to all our customers, employees, trade partners, share holders and others for their valuable support and sincerely hope it will be continued in times to come.

Mr. Preecha Ekkunagul President

General Information Robinson Department Store Public Company Limited, registration number Bor Mor Jor 115, is conducting the business of Department Store under them name “Robinson”. At present, the businesses are operated throughout the country where there are totally 18 branches, comprising 9 branches in Bangkok and 9 Branches in upcountry. The Company’s registered capital is Baht 11,106,611,330 which are fully paid-up of 1,110,661,133 ordinary shares, Baht 10 Par Value.

Head Office Address 2 Silom Road, Suriyawong, Bangkok, Bangkok 10500 Tel. 0-2266-3340 Fax. 0-2236-5330

Central Administration Office 139 Ratchadaphisek Road, Dindang, Dindang, Bangkok 10400 Tel. 0-2245-4811 Fax. 0-2247-5325

Store Location Location

Tel.

Fax.

Robinson Department Store Pcl., Silom Branch 2 Silom Road, Suriyawong Bangrak, Bangkok 10500

0-2266-3340-50

0-2236-5533

Robinson Department Store Pcl., Ratchadapisek Branch 139 Ratchadapisek Road, Dindang, Dindang, Bangkok 10320

0-2248-2626-35 0-2247-5300-9

0-2642-2047

Robinson Department Store Pcl., Sukhumvit Branch 259 Shukhumvit Road, Klongtoey-Nue, Wattana, Bangkok 10500

0-2651-1533-42 0-2252-5122

0-2651-1500

Robinson Department Store Pcl., Bangrak Branch 1522 Charoenkrung Road, Bangrak, Wattana, Bangkok 10500

0-2238-0052-61 0-2267-3781-86

0-2235-2467

Robinson Department Store Pcl., Bangkae Branch 110/5 Moo 9, Petchakasem Road, Bangwa, Phasrichroen, Bangkok 10160

0-2455-0143-45

0-2454-8350

Robinson Department Store Pcl., Srinakarin Branch 904/1 Moo 6, Srinakarin Road, Nhong Bon, Pravej, Bangkok 10260

0-2721-8990-9

0-2721-9066

Robinson Department Store Pcl., Rangsit Branch 161 Moo 2, Phaholyothin Road, Prachatipat, Thanyaburi, Pathumthani 12130

0-2958-0800-39

0-2958-0899

Robinson Department Store Pcl., Ramintra Branch 5/7 Moo7, Ramintra Road, Kannayao, Kannayao, Bangkok 10230

0-29475320-62

0-2947-5400

Location

Tel.

Fax.

Robinson Department Store Pcl., Ladya Branch 99 Ladya Road, Somdejchaopraya, Klongsam, Bangkok 10230

0-2437-0111, 0-2437-0104-5

0-2439-4296

CR Udonthani (Thailand) Co., Ltd. 277/2 Phajak Road, Makkaeng, Amphur Muang, Udonthani 41000

(042) 242-777

(042) 248-780

CR Phuket (Thailand) Co., Ltd. 36 Dilokuttit1 Road, Taladyai, Amphur Muang, Phuket 83000

(076) 256-500-12

(076) 223-304

CR Nakorn Sri Thammarat (Thailand) Co., Ltd. 89/201 Pattanakukwang Road, Kiang, Amphur Muang, Nakorn Sri Thammarat 80000

(075) 318-012-20

(075) 318-010

CR Had yai (Thailand) Co., Ltd. 9 Thammanoonvithi Road, Hadyai, Songkhla 90110

(074) 220-150

(074) 220-157

CR Chiang Mai (Thailand) Co., Ltd. 2 Maheedon Road, Haiya, Amphur Muang, Chaing Mai 50100

(053) 203-640-59

(053) 283-129

CR Ubon Ratchatani (Thailand) Co., Ltd. 221 Chayangkook Road, Naimuang, Amphur Muang, Ubon Ratchatani 34000

(045) 241-887 (045) 242-866

(045) 241-268

Robinson Department Store Pcl., Sriracha Branch 90/1 Sukhumvit Road, Sriracha, Amphur Sriracha, Chonburi 20110

(038) 771-001-10

(038) 770-999

CR Ratchaburi (Thailand) Co., Ltd. 265 Srisuriyawong Road, Namuang, Amphur Muang, Ratchaburi 70000

(032) 310-831

(032) 310-866

CR Chanthaburi (Thailand) Co., Ltd. 22/107 Moo 7 Chantanimit, Amphur Muang, Chanthaburi 22000

(039) 340-348-57

(039) 303-114

3. References

Share Registrar

Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Building, 4th and 7th Floor, Ratchadapisek, Kwaeng Klongtoey, Khet Klongtoey, Bangkok 1110 Tel. 0-2229-2800 Fax. 0-2359-1262-3

Note Registrar

BFIT Securities Pcl. 540 Mercury Tower 14th, 18th Ploenchit Road, Lumpini, Patumwon Bangkok 10330 Tel. 0-2677-4330 Fax. 0-2677-4331

Note Representative

Bangkok First Investment & Trust Pcl. Bangkok Insurance Tower, 22nd Floor, South Sathorn Road, Khet Sathorn, Bangkok 10120 Tel. 0-2677-4330 Fax. 0-2677-4331

Auditor

KPMG Phoomchai Audit Co., Ltd. 22nd Floor, Empire Tower, 195 South Sathorn Road, Kwaeng Yannawa, Khet Sathorn, Bangkok 10120 Tel. 0-2677-2000 Fax. 0-2677-2222 Auditor: Mr. Winid Silamongkol Certified Accountant Registration Number : 3378

Plan Administrator

Robinson Planner Co., Ltd. 139 Ratchadapisek Road, Kwaeng Dindang, Khet Dindang, Bangkok 10230 Tel. 0-2248-8391 Fax.0-2248-2651

Financial Highlights Balance Sheet

2004

Current Assets Total Assets Current Liabilities Total Liabilities Share Capital Retained Earnings Minority Shareholders Total Shareholders没 Equities

2,462 7,355 2,794 4,873 11,107 1,157 181 2,482

Profit and Loss Statement

2004

Net Sales Total Revenue Cost of Sales Selling and Administrative Expenses Profit (Loss) from Ordinary Activities Net Profit (Loss)

8,835 9,941 6,900 2,252 717 717

Key Financial Ratios

Liquidity Ratio Average Collection Period Average Selling Period Average Payment Period Gross Profit Margin Net Profit Margin (from Ordinary Activities) Return on Equity Return on Assets Debt to Equity Ratio Book Value per share Basic Earning per share

2004 (time) (day) (time) (time) (%) (%) (%) (%) (time) Baht Baht

0.88 7.01 26.32 77.19 21.90 7.21 33.72 9.79 1.96 2.23 0.65

Consolidated 2003

2002

2,098 7,286 2,252 5,516 11,107 364 186 1,770

2,017 7,778 2,357 6,232 11,107 -227 190 1,546

Consolidated 2003

2002

7,765 8,817 6,053 2,183 515 515

7,615 8,680 6,036 2,105 463 15,257

Consolidated 2003

2002

0.93 6.47 29.88 83.09 22.05 5.84 34.01 6.97 3.12 1.59 0.46

0.86 6.71 38.39 95.28 20.74 5.33 NA. 191.79 4.95 1.13 1.43

Management Discussion And Analysis Financial Status And Operational Results Sales and other revenue The Company and its subsidiaries generated the sales increase of Baht 1,070.32 million in 2004, representing 13.78% sales growth, compared to 1.96% sales growth in 2003. The sales increase was resulting from the success of efficiency in merchandising management, selecting of new and interesting products, renovating store format to be modern, and expanding customer’s base by implementing of theme promotion in connection with the target customer’s lifestyle. In the year 2004, the Company still faced fierce competition environment in retailing business and also the effects from avian flu outbreaks and the violence in the three Muslim-majority border provinces in some branches, however, the Company and its subsidiaries’ performance in 2004 achieved sales growth at a satisfaction level. In addition, the Company and its subsidiaries recognized the gain from investment in affiliated companies in 2004 of Baht 101.10 million, an increase of Baht 68.84 million from last year.

Cost of Sales Cost of sales of the Company and its subsidiaries for the year 2004 was in the proportion of 78.1% of sales, a small change from the same period of the previous year of 77.96%. This was due mainly to a more efficiency in merchandising management, and the appropriate arrangement of frequency of price promotions during the year.

010

Selling and Administrative Expenses An increase in selling and administrative expenses of Baht 68.73 million, or 3.15% increase from the year 2003 which was much lower than the growth in sales and gross profit. This was a result of the efficiency in human resource management and energy saving control.

Net Profits and Interest The Company and its subsidiaries incurred interest expenses of Baht 3.19 million to certain local financial institutions according to the restructuring agreements made between subsidiaries and financial institutions, and to local financial institutions under loan agreement for the repurchase of Notes under the Voluntary Debt Refinance Program. This interest expense arising from the new loan was presented in a net interest basis from the difference between par value and repurchase price of Notes, as detailed in the Note to Financial Statements no.15. For the profit after interest, tax, and Minority Interest, the Company and its subsidiaries recorded a net profit of Baht 716.77 million in 2004, an increase of Baht 201.58 million or 39.13% from the year 2003

Assets The effectiveness of merchandising management policy has given shorter time to sell from 29.88 days in 2003 to 26.32 days in 2004. Besides the Company and its subsidiaries have recorded an increase in return from assets from 6.84% to 9.79% in 2004. Such increase was due to the improving performance as mentioned, and the slow down in investments as well as the higher depreciation compared to last year, therefore the assets increased in a diminishing rate.

Liabilities and Shareholderʼs Equity At the end of 2004, the ﬁnancial liabilities of the Company and its subsidiaries brought down to Baht 2,516.71 million, compared to Baht 3,402.39 million at the end of the year 2003. This is 1.01 and 1.92 times of shareholders’ equity respectively). This was because the Company repaid for its principal and interest continuously. At present, liabilities comprised the Partially Secured Amortizing Notes due in 2005 and loan from ﬁnancial institutions for Notes repurchase under VDRP program.

Audit Fee Audit Fee The Company and its subsidiaries have paid audit fee to; The Company’s auditor for the year ended December 31,2004 of Baht 6,138,494.39. Auditor ’s Company or person who related to auditor ’s company for the year ended December 31,2004 of none Baht

Non-audit Fee None

Nature of Business History and Major Development 1979 1992 1995

1998 2000

2001

2002

012 2003

Robinson Department Store has started its first branch at the Victory Monument Robinson Department Store became the first department store that listed under The Stock Exchange of Thailand The Central Retails Corporation group joined Robinson as a major shareholder and jointly established CR Thailand Co., Ltd. in order to create upcountry department stores under the name of çRobinsoné. As a result, it has increased up to 20 branches. The company has announced a debt moratorium as a result of Baht devaluation from change in exchange rate system announced on 2 July 1997 On 2 May 2000, the Central Bankruptcy court ordered to rehabilitate the business of the company and appointed Robinson Planner Co., Ltd. as a Plan Administrator on 20 December 2000. This year the company has decided to close the Don Muang branch, as it did not yield a good income. The company closed the Victory Monument branch as the lease agreement had terminated and when consider its return from investment, it was not worth running this branch. The total branches left was 18 where nine of them were in Bangkok and the other nine branches were in upcountry. Moreover, the company launched the issuance of Notes to the unsecured financial creditors in the amount of Baht 4,766.7 millions for principal and interest. The company had successfully implemented major steps set forth in the Rehabilitation Plan, including increased of its capital from Baht 1,480.8 millions to Baht 14,808.8 millions proceeding the debt to equity conversion, decreased of capital of 25% and forgiveness of remaining debt. Owing such success, the Stock Exchange of Thailand considered approving trade resumption on commerce sector for the companyûs ordinary shares since November 26th, 2002 onward. In May, the company started to relaunch a campaign to promote its new image under the concept of çRobinson... Your Life Vitalizeré. Additionally, in November, the company arranged to amend the Rehabilitation Plan with the Court approval to facilitate the repurchase of Notes under the Voluntary Debt Refinance Program (VDRP).

2004

The company is still running its retail business under the concept of çRobinson... Your Life Vitalizeré with the aim to generate a continual sales growth. Moreover, the company has continually renovated the existing stores throughout the country to be modernize, colorful, lively ambience, with product variety for its target customer to reflect the new image of Robinson.

The major changes and development of the company in the year 2004 are as follows; 15 January

16 January

22 March

12 May

8 December

16 December

There were two newly appointed directors namely Mr. Sudhitham Chirathivat and Mr. Tos Chirathivat. This was to replace the resignation of the previous directors namely Mr.Thaveevat Tatiyamaneekul and Mr.Manit Udomkunnatam. Robinson SPV Co., Ltd. (SPV) has signed the loan agreement with 2 financial institutes in order to provide new fund for Notes repurchase under the VDRP program. The Long term loan is provided up to 2,700 Million Baht (1,350 million baht from each financial institute). The interest referred the Minimum Loan Rate (MLR) as agreed for SPV to withdraw the loan to repurchase its existing Notes starting from 16 January 2003 to 30 December 2005. The first Notes repurchase was 8,066,409 units from the total outstanding of 22,510,749 units or 35.83%. At the creditors没 meeting ordered by the court, there was a resolution to elect three new directors representing unsecured financial creditors namely Mr. Thawatchai Varawandthanachai, Mr. Vatcharin Lerdsuvankul and Mr. Prasert Patradhilok in order to replace the resigned directors effective from 1 April 2004. On the same day, creditors also passed a resolution to elect the new team of creditors没 committee. The company has conducted a major renovation for Silom Branch to be modern so as to fit with its targets who worked in Silom area. Moreover, there was a Food Fusion opened at the fourth floor at Silom Branch to serve food and drink with modern decoration and good atmosphere for its target group. The company has acquired all shares from its local partner in CR Ratchaburi (Thailand) Co., Ltd. thus an increase in shareholding from 49.99% to 99.99%. This is to provide more flexibility for management. Early 2004, the company has renovated its Ratchaburi branch by extending selling area and its rental shops area be renovated to be modern. Robinson SPV Co., Ltd. has repurchased the Notes under VDPR program of 15,899,277 units from 20,638,776 units or 77.04% of total outstanding.

Business Goal As a leading retail operator, we strive to be the most preferred department store with widest market coverage in Thailand, offering merchandises to best fit our customer lifestyle with innovative store format and services.

Organization Chart Of The Group

ROBINSON DEPARTMENT STORE

014

CR (Thailand)

99.99%

99.91%

Robinson Anusawaree

Power Buy

40.00%

49.99%

CR Rajchaburi*

50.00%

74.50%

Sapanmi Department Store

CRC Sport

29.19%

89.99%

CR Chiang Mai

99.35%

Robinson Rajdamri

Siam Retail Deverlopment

24.00%

74.99%

CR Ubon

99.86%

Robinson Nakarin

Square Ritz

24.00%

76.00%

CR Udon

99.99%

Robinson Sukhumvit

DCR

20.86%

64.99%

CR Chantaburi

99.98%

Robinson Ratchada

RST Sky Bridge

33.33%

76.00%

CR Had Yai

99.99%

CR Nakornsi

99.99%

CR Phuket

99.98%

49.99%

Kruekaew

Kruepetch

RD Pattana 99.92% R - Trading(L)BHD 99.99% Robinson SPV

* The company acquired the stakes from its local partner in CR Rajchaburi (Thailand) Co., Ltd. as a result the percentage of shareholding was increased from 49.99% to 99.99%. ** R.S.T. Sky Bridge Co., Ltd. is a new joint venture company registered on 20 January 2005. Its objectives were to build and manage the BTS link that joining the building at Robinson Sukhumvit branch and the other two buildings owned by 2 joint venture with the Bangkok Mass Transit System (BTS) at Asoke Station so as to provide convenience to Sukhumvitâ&#x20AC;&#x2122;s customers.

Name Robinson Department Store Pcl.

Paid-up Capital

Nature of Business

11,106,611,000 Retail business and currently department stores in Bangkok and upcountry areas under “Robinson” brand, comprising branches of Silom, Ratchadaphisek Road, Sukhumwit, Bangrak, Bangkae, Srinakarin, Fashion Island, Rungsit, Ladya and Sriracha

CR (Thailand) Co., Ltd.

501,000,000

CR Ratchaburi (Thailand) Co., Ltd.

102,500,000 Operate a department store in Ratchaburi

CR Chiang Mai (Thailand) Co., Ltd.

220,000,000 Operate a department store in Chiang Mai

CR Had Yai (Thailand) Co., Ltd.

202,000,000 Operate a department store in Had Yai

CR Udonthani (Thailand) Co., Ltd.

225,000,000 Operate a department store in Udonthani

CR Ubonrachathani (Thailand) Co., Ltd.

Holding company to provide jointly investment in department stores business in 8 provinces which operate under “Robinson” name.

71,000,000 Operate a department store in Ubonrachathani

CR Chanthaburi (Thailand) Co., Ltd.

130,000,000 Operate a department store in Chanthaburi

CR Nakornsrithammarat (Thailand) Co., Ltd.

280,000,000 Operate a department store in Nakornsrithammarat

CR Phuket (Thailand) Co., Ltd.

177,000,000 Operate a department store in Phuket

Robinson Anusawaree Co., Ltd.

8,000,000 Dormant Company

Sapanmai Sappasinka Co., Ltd.

20,000,000 Dormant Company

Robinson Rajdamri Co., Ltd.

46,000,000 Dormant Company

Robinson Nakarin Co., Ltd.

105,000,000 Dormant Company

Robinson Sukhumvit Co., Ltd.

100,000,000 Offer space rental within store

Robinson Ratchada Co., Ltd.

75,000,000 Offer space rental within store

Kruekaew Co., Ltd.

40,000,000 Offer space rental for warehouse

Name

Paid Capital

Kruepetch Co., Ltd. R-Trading (L) BHD Robinson SPV. Co., Ltd.

Nature of Business

11,250,000

Invest in businesses

50,000

Invest in businesses

1,000,000

Repurchase of Notes under VDRP program

Power Buy Co., Ltd.

560,000,000

Operate Specialty Store : Electrical Appliance

CRC Sport Co., Ltd.

370,000,000

Operate Specialty Store : Sport Accessories

Siam Retail Development Co., Ltd.

500,000,000

Owner and management of Fashion Island shopping complex (Ramindra)

Siam Square Ritz Plaza Co., Ltd.

125,000,000

RD Pattana Co., Ltd.

3,000,000

DCR Co., Ltd.

428,200,000

R.S.T. Sky bridge Co., Ltd.

10,500,000

Land developer Invest in businesses Build and manage the sky train connection to department store

016 Income Structure/Type of

% of

Income/Company

share holding

Net Sales Robinson Department Store Pcl. CR Rachburi Co., Ltd. CR Chiang Mai Co., Ltd. CR Had Yai Co., Ltd. CR Udonthani Co., Ltd. CR Ubonrachathani CR Chanthaburi Co., Ltd. CR Nakornsrithammarat CR Phuket Co., Ltd. Other business Total Income

2004

2003

Million Baht

8,834.99

88.87

Million Baht

7,764.67

2002 %

Million Baht

88.06

7,615.28 87.73

1,052.74 11.94 8,817.41 100.00

1,064.78 12.27 8,680.06

99.99 89.99 76.00 76.00 74.99 64.99 49.99 49.99 1,106.43 11.13 9,941.42 100.00

Categories of Products

2004

2003

2002

SOFT LINE HARD LINE

84.81 14.54

83.32 16.12

80.68 18.84

0.67

0.56

0.48

OTHERS

Product Line Our current products can be divided into 3 main categories 1) The Group of Soft line products are of modern and fashion comprised the main categories as follows: - Clothes for men and women: this comprises the department for menûs wears, womenûs wear, jeans and underwear. - Cosmetics and accessories: This comprises the department of cosmetics, decoration and accessories. - Leather: This includes the department of handbags, shoes and suitcases. - General products for children : This comprises the department of childrenûs wear, childrenûs consumption products and toys This line emphasizes on brand name, modern, quality, variety and trendy. The nature of trendy products has rapid change and customer’s decisions depend on the trend. 2) The Group of Hard line products are consisting of following categories : - Home furnishings - Automobilesû accessories and equipment - Gifts This line emphasizes on quality, variety of products, styles and trend. Besides, this line of products is those of sensitivity to the economy. Customers normally use the price as well as quality of goods for their decision making 3) The group of Exclusively @ Robinson Products are the company itself has developed including the selection of new and interesting products which are only available at Robinson 18 branches;

- Private Label Products: This comprises the products, which are developed by Company and

offered to sell under the brand determined by the Company. The consideration is made to select only the products demanded by the customers offered with the reasonable price and allowed the good quality in the modern style available throughout 18 branches. This type of products is of : Kitchenware and bedroom items, which are under çRobinson at homeé, brand. Fashion & Women ware such as FOF (Freedom of fashion), Cheer, Three Nine O. Shoes & Women bags such as FOF, G. Chic, Jazzy. Clothing & Men accessories such as Pacific Union, Existing Snap, True Blue, Beyond Basic, Otoko. - Child Products such as Cheeze, Abloom, Tomato, Young Bum, Bunny & Duck, Joyo. -

- Exclusive Brand Products: This comprises the products which the Company has contacted with manufacturers and the brand owners both local and aboard to be available only at Robinson. This is a part of the differentiation strategy by selecting only the fashionable items available at the branch where the customers can afford to buy and also demand products different from other retailers. This type of products are of : - Imported fashion & Women wear such as Allure, Franciz, Ermis, Vertical Club, I.E. Ying & Yang. - Ladies Shoe such as Cindy, Sue. - Men Products such as FX Creation. - One-Price Products Just 25: Every Items are sold at Baht 25 consisting of variety of products including the products for teenagers, newly working persons and consumption products such as the accessories, cosmetics, stationeries, gifts etc.

Shareholding Structure and Management On 31 December 2004 the company had registered capital of Baht 11,106,611,330 with a number of 1,110,661,133 paid-up capital shares, par value Baht 10 each

Top 10 shareholder list as of 31 December 2004 No. 1 2 3 4 5 6 7 8 9 10

Shareholders Name C.R.G. Service Co., Ltd. Central Retail Corporation Ltd. The Bank of New York (Nominees) Limited PICTET & CIE State Street Bank and Trust Company for Switzerland Thai NVDR Co., Ltd. Goldman Sachs & Co Credit Industrial ET Commercial Singapore Branch United Overseas Bank Limited Viella Assets Ltd.

No. of Shares

311,164,488 279,494,409 54,373,096 33,033,300 29,587,994 23,601,700 22,767,659 21,548,769 17,249,827 14,578,677

28.06 25.76 4.90 2.97 2.66 2.13 2.05 1.94 1.55 1.31

The ultimate shareholder of Company is Central Retail Group which comprising of Central Retail , Corporation Ltd., C.R.G. Service Co., Ltd. They jointly hold the Company s shares in the aggregate of 53.82% of total outstanding shares.

Dividend Policy

018

Under the Rehabilitation Plan where the Notes are still remain, the Company cannot pay dividend except it is permitted to pay dividend before it makes a fully repayment to the Notes or it makes available for the new fund to repay all Notes, under the following conditions: 50% of excess cash starting from the year 2002 onwards that the company can use for any capital expenditure, dividend payment, repurchase of Notes, or keep it for future capital expenditure and dividend payment. And only after it is jointly approved by 1 RPLâ&#x20AC;&#x2122;s directors representing Noteholder and 1 director appointed by CRC.

Management Organization Structure Nowadays, the organization structure consists of 3 sets of the Board of directors, the Board of Executive Officers of Robinson Department Store Public Company Limited and the Board of Directors of Robinson Planner Co., Ltd. Details are as follows: The Board of Directors comprised of: 1) Mr. Sudhitham Chirathivat 2) Mr. Tos Chirathivat 3) Mr. Preecha Ekkunagul 4) Ms. Narttaya Chirathivat 5) Mr. Pandit Mongkolkul 6) Mr. Pracha Pathayakorn 7) Mr. Vitaya Chavananant 8) Mr. Vasit Taepaisithpong

Director Director Director Director Director Director Director and independent committee Director and independent committee

The authorized directors for the company signage are Mr. Sudhitham Chirathivat, Mr. Tos Chirathivat, Mr. Preecha Ekkunagul, Mr. Pandit Mongkolkul, Ms. Narttaya Chirathivat, Mr. Pracha Phathayakorn. Any two of these six directors are authorized to jointly sign on behalf of the Company with the company seal affix.

Scope of work and authority of the board of Directors 1. To carry out activities in accordance with the Governing Laws, Objectives and the Articles of Association of the company and the resolutions of shareholders’ meeting 2. To honestly perform the functions of Directors, protect the Company and maximize any benefit to the Company. 3. Directors are obliged not to operate the same business and not to compete with the Company either for their own interest or others’. Except in such case that a notice is made to the shareholders’ meeting before the election of the board. 4. To notify the Company without delay in the following cases; 4.1 There are some direct or indirect benefits/losses to the Director in any contract the Company makes during an accounting period. The Director must inform facts about the nature of the contract. People involved in the contract and also benefit/loss of the Director. 4.2 In the case of a Director holding shares or bonds in the Company and subsidiaries, the Director has to specify the number of shares that are increased or decreased in each accounting period. 5. To prepare a financial status report of the Company However, the administrative authority of the Company is currently with the Plan Administrator, who has authorized executives of the Company to operate the business in general.

Organization Stucture

Mr. Sudhitham Chirathivat Director (Authorized Director)

Mr. Tos Chirathivat

020

Director (Authorized Director)

Mr. Preecha Ekkunagul Director (Authorized Director)/President

Mrs. Narttaya Chirathivat Director (Authorized Director)/Vice PresidentGeneral Goods Merchandising Line

Mr. Pandit Mongkolkul Director (Authorized Director)

Mr. Pracha Phatayakorn Director (Authorized Director)

Mr. Vitaya Chavananand (Director & Independent Director)

Mr. Vasit Taepaisitphong (Director & Independent Director)

The board of Executive Officers

1) Mr. Preecha Ekkunagul 2) Ms. Narttaya Chirathivat 3) Mr. Paul Millar 4) Ms. Vajariya Anamwathana 5) Mr. Gerard McGurk 6) Mr. Sukitti Kittipassorn 7) Ms. Usara Yongpitikul 8) Mr. Parivat Sopasit

President Vice President-General Goods Merchandising Line Vice President-Retail Business Line Assistant Vice President-General Goods Merchandising Line Assistant Vice President-Retail Business Line Assistant Vice President-Retail Business Line Assistant Vice President-Marketing Line Assistant Vice President-Finance and Administration Line

The Scope of Authority and Duty of the Board of Executive Officers 1. To carry out activities of the Company in accordance with the authority given by the Board and/or the Plan Administrator 2. To carefully carry out the Companyâ&#x20AC;&#x2122;s business operations. 3. To honestly perform functions, protect and maximize the benefits of the Company.

Board of Directors of Robinson Planner Co., Ltd. Robinson Planner Co., Ltd. was established as of the order made by the Bankruptcy Court on 2 May , 2000 to rehabilitate the Company s business. Robinson planner Co., Ltd. was both the Planner and the Plan Administrator. Members of the Board of Directors are as follows:

022

1) 2) 3) 4) 5) 6)

Mr. Prasert Patradilok Mr.Thawatchai Vorawandthanachai Mr. Vatcharin Lerdsuvankul Mr. Piya Nguiakaramahawongse Mr. Pandit Mongkolkul Mr. Pracha Pathayakorn

The power to manage all the company administration and properties, and the right of the shareholders except the right to receive its dividend were transferred to the Planner in accordance with section 90/25 of the Bankruptcy Act B.E.2483 And the rights and authority of the Planner was then transferred to the Plan Administrator according to section 90/59 of Bankruptcy Act B.E.2483

Age (years)

(Authorized Director)

Director

Mr. Pracha Phatayakorn

(Authorized Director)

Director

Mr. Pandit Mongkolkul

dising Line

General Goods Merchan-

Director)/Vice President-

Director (Authorized

Mrs. Narttaya Chirathivat

President

(Authorized Director)/

Director

Mr. Preecha Ekkunagul

(Authorized Director)

Director

Mr. Tos Chirathivat

(Authorized Director)

Director

Mr. Sudhitham Chirathivat 42

Name/ Position

Administration

Sasin Graduate Institute of Business

- MBA (Finance and International Business)

Chulalongkorn University

- Bachelor Degree-Accounting,

Administration

Sasin Graduate Institute of Business

- MBA (Finance and International Business)

Chulalongkorn University

- Bachelor Degree- Accounting,

- MBA University of Hartford in Paris,France

University of Hartford, CT, USA.

- Bachelor Degree -Economic

Management) Asia Institute of Technology

- Master degree (Industrial and

Chulalongkorn University

- Bachelor Degree(Chemical Engineering)

Mr. Tos Chirathivat

Aunt of

2000-Present

1994-1997

2003-Present

2000-Present

1992-Present

1995-Present

2003-Present

2000-2003

1995-2000

2002-Present

Director

(Investment Banking)

Senior Department Head

Executive Board

Chairman of the

Director

Financial and Investment

Goods Line

Vice President-General

President

Managing Director

Chief Executive Ofﬁcer

Co., Ltd.

Robinson Planner

Nitipat Co., Ltd.

Dhanamitr Factoring Pcl.

Co., Ltd.

Robinson Planner

Co., Ltd.

Department Store

Harng Central

Store Pcl.

Robinson Department

Store Pcl.

Robinson Department

B2S Co., Ltd.

CRC Power Retail Co., Ltd.

Big C Super Center Pcl.

Corporation Ltd.

Central Retail

rathivat

Corporation Ltd.

Central Retail

Companies

Central Group of

Central Pattana Pcl.

Organization /Companies

Mrs. Narttaya Chai-

Columbia University, NY, USA

Chief Operational Ofﬁcer

Retail and Real Estate

Excutive Commitee-

Chief Executive Ofﬁcer

President and

Position

(past 5 Years)

Mr.Sudhitham and

1996-2001

Present

1990-2002

Duration

Work Experience

- MBA (Finance)

0.04

Share Holding (%)

Nephew of

Mr. Tos Chirathivat

Uncle of

with the Management

Family Relationships

- BA Wesleyan University, CT, USA

Iona University, New York, USA

- MBA (Operations Research)

University of Maryland (College Park), USA

- Bachelor Degree (Electrical Engineering)

Education Background

Mr. Vitaya Chavananand (Director & Independent Director)

Mr. Vasit Taepaisitphong (Director & Independent Director)

MR. Paul Millar (Vice President - Retail Business Line)

Miss Vajariya Anamwathana (Assistant Vice PresidentGeneral Goods Merchandising Line

Mr. Gerard Mc Gurk (Assistant Vice - Pesident Retail Business Line)

Mr. Sukitti Kittipassorn (Assistant Vice PresidentRetail Business Line)

Miss Usara Yongpiyakul (Assistant Vice President Marketing Line)

Mr.Parivat Sopasit (Assistant Vice President Finance and Administration Line)

- Bachelor Degree Political Science-Finance Major Chulalongkorn University - MBA Webster University, USA

- Bachelor Degree-Cost Accounting Chulalongkorn University - MBA,University of Texas at Arlington

- MASTER M.A. (HONS) GLASGOW UNIVERSITY UK. M.S.C. MARKETING - STRATHCLYDE BUSINESS SCHOOL, UK.

- Bachelor Degree, Faculty of Art, Thammasat University - Master Degree, Faculty of Mass Communication, Thammasat University

- Lawside RC Academy - Dundee College of Commerce

- Bachelor Degree (Pharmacology), Mahidol University - MBA, Thammasat University

- Bachelor Degree (Marketing) - MBA (Business Communication) - Bentley College Boston, US

- Bachelor Degree (Cost Accounting), Chulalongkorn University

024 -

2000-2003 2003-Present

1997-2000

2004-present

2000-2003

1998-2000

1996-Present

2002-present

1998-2000 2000-2002

1984-1998

1999-Present

1996-1999

1998-Present

1990-1997

1988-Present

1986-Present

Inchcape Marketing Service Co., Ltd. Robinson Department Store Pcl.

Robinson Department Store Pcl.

Marks & Spencer Pll UK

Batagrow Group of Companies

Wijitpan Construction Co., Ltd.

Accounting & System Manager Accounting Director Assistant Vice PresidentFinance and Administration

Senior Marketing Manager, Krungsri - GE Bank Card Customer (Non-Auto) Insurance Product Leader Assistant Vice President Marketing Line

Vice President-Retail Business Line

Siam Guardian Glass Co., Ltd. CRC Power Retail Co., Ltd. Robinson Department Store Pcl.

Robinson Department Store Pcl.

GE Captial Thailand

Robinson Department Store Pcl.

Retail Manager (Thailand, Marks & Spencer Korea, Philippines) District Manager Robinson Department Store Pcl. Managing Director Planet Sports China Limited/ TS Livestyle Thailand Ltd. Assistant Vice President Robinson Department Store Pcl.

Assistant Vice President

General Manager

Country Manager, Thailand Vice President-Retail Business Line

Director and Senior General Manager

Director and Finance Department Head

Finance and Administration Line Marketing Line General Goods Merchandising Line Retail Business Line

Management ofﬁce Financial Planning ofﬁce

President

Plan Administrator

Board of Directors

Organization Stucture

Currently, the Company’s Board of Directors has no rights to manage the company. As such the Plan Administrator has given its power to the President to run the Company’s normal business activities.

Nomination of Directors and Executives of Robinson Department Store PCL. Structure of the Board of Directors/ the Appointment/ and Dismissal Procedure Structure: The board of directors comprises at least five directors and at least half of the number of board of directors must domicile in Thailand territory.

Appointment Procedure: Directors must be appointed in the general shareholdersû meeting according to the following rules and processes:

1. Voting will be casted by majority, assigning one share with one vote 2. Each shareholder shall cast all his votes to each nominee 3. The nominee who has the highest vote and the runners up will be elected as directors equal to the number of director that shall be appointed in case, there is a tie between nominees the chairman will add one vote to reach the final resolution In case of position becomes available before the due term, the board of director must select a person who is qualified to be a replacement in the next directorûs meeting except when the term of directors has less than two months to be served. The replacement will be his term only for the remaining period of that director whom he replaces. However, the resolution of the replacement has to be from 34 of the total votes of the remaining directors. Number of Directors is not specified in the Article of Association of the company, therefore, it depends on the resolution of a general shareholderûs meeting.

Minor Shareholderûs Right in Appointing a Director of the Company

026

The companyûs Article of Association has specified that each shareholder has one vote for one share, and the cumulative voting is not applicable. However, the administrative authority is currently not with the board of director, it is instead with the plan administrator. Therefore, such rights to appoint a director, are also be with the plan administrator.

Remuneration for Directors and the Management Money Remuneration Remuneration for Directors in 2004 comprises monthly payment and car allowance of 2 directors amounted to Baht 480,000. Details are as follows; 1) Mr. Pandit Mongkolkul Total remuneration is Baht 240,000 2) Mr. Pracha Phatayakorn Total remuneration is Baht 240,000 Remuneration for management including President, Vice-President, Assistant Vice-President and the Board member acting as management will be paid with monthly salary, bonus, provident fund and others (car allowance). The total remuneration of nine executives in 2004 is Baht 27,271,700.

Non-Monetary Remuneration There is no non-monetary remuneration in 2004. Since the Company is in a rehabilitation period, the remuneration committee is not yet established. However, the Companyûs remuneration package is of reasonable when compare to peer industry so as to keep good quality executives and high expertise people to run the business.

Corporate Governance 1. Policy of Corporate Government

The company, by the administrative authority of the Plan Administrator realized the importance of ùgood governanceû, in concern with the policy of Stock Exchange of Thailand. Therefore, company Executives and the Plan Administrator studied appropriate procedures to implement the çgood governanceé principles, such as in 2004 there is an establishment of internal audit function to monitor and audit the Companyûs operations according to the internal control provision. Another consideration is investor relations for distributing correct information to shareholders, analysts, and other stakeholders, etc. However, the Company is still in the process of rehabilitation, there are limitations to completely implementing the ùgood governanceû principles. The Company and the Plan Administrator still manage under the following frameworks on a strict compliance basis to support the good governance. - Prudent administration in accordance with the Rehabilitation Plan to achieve good performance, together with the long term value added, and the prevention of any default, which would harm shareholders. - Operate with a transparency and timely disclosure of correct information to all shareholders equally - Operate with a high concerns of risks, establish a preventive measures and contingency plan to prevent any damage/loss - Strict compliance to the regulation imposed by the regulatory agency including the Stock Exchange of Thailand and the Securities and Exchange Commission (SEC)

2. Shareholderûs Meeting and Rights

The Company did not hold 2004 shareholder’s meeting since the rights of shareholders except rights to receive dividends fell upon the Plan Administrator. However, the Company still reported its performance and the progress of its implementation under Rehabilitation Plan to the shareholders via the Stock Exchange of Thailand electronics channel. The Company’s annual report was also distributed to all shareholders.

3. Shareholderû Rights

Apart from the shareholders, the Company also realizes the importance of all groups of stakeholders such as executives, employees, customers, business partners, competitors, creditors, the community, the government sector and other concerned parties. The company realized that all of these stakeholders’ supports will lead to the long-run success of the company.

4. Leadership and Vision

The Plan Administrator’s Board of Directors is comprised of three representatives from the debtor and three representatives from the creditors. They share collaboration to determine the vision, mission, strategy, goal, business plan and annual budget proposed by the Company executives and also supervised the executives who were assigned by the Plan Administrator to operate in accordance with the speciﬁed terms and conditions set forth in the Rehabilitation Plan. The purpose is to maximize the value to the business under the terms and conditions and objectives of the Plan. Nonetheless, the mentioned authority is assigned only for the normal business operations, therefore, if there is any extraordinary cases, the Company ‘s management shall seek prior approval from the Plan Administrator.

5. Conflict of Interest

The Company policy is to follow the Stock Exchange of Thailand regulations regarding the prevention of conflict of interest that includes connected transactions and disposition/acquisition of assets by using Armûs Length basis to determine price and condition. Moreover, the Company supervises the use of inside information by determining that new executives must report the holding of securities and also the transfer of the Companyûs securities pursuant to section 59 under the Securities and Exchange Act B.E. 2535. The Company also clearly specifies the responsibilities of the executives and organization units by prohibiting executives and/or any persons who have inside information from disclosing such information to any non-engaged persons or outsiders, except the disclosure is made to the Stock Exchange of Thailand. Any violation shall be subject to the disciplinary action according to the Companyûs regulations.

6. Business Ethics

The company has normally clarified and made awareness of business ethics to new executives and new staff during their orientation course with a special emphasis on the punishment if the ethical conduct is violated. The company is now preparing a booklet of business ethic so as to give out to all staff to be used as a guideline.

7. Balance of Power for Non-Executive Directors/ Aggregation or Segregate of Position

Currently the authority of the Board of Directors has transferred to the Plan Administrator comprised of three representatives from the debtor and three representatives from the creditors. This committee has duty and responsibility in accordance with the bankruptcy law to operate the business of the Company as set forth in the Rehabilitation Plan. In practice, the power is given to the management for day to day business operation, while the Plan Administrator took a monitoring role on management performance on the check and balance basis. The purpose of Rehabilitation Plan is to make continuous business operation in the long run and to ensure that creditors would receive repayments as claimed in the Plan. In managing the Company, the Plan Administrator is aware of the beneﬁts for all stakeholders including the shareholders by closely monitoring and governing the company’s operation. However, after the Company ﬁnishes its Rehabilitation Plan, all management power will be returned to the Company’s Board of Directors which the member be elected and appointed by the shareholders. At present, the board of directors comprises eight directors, including two independent directors as per the SET’s rule, accounted for 25% of all board members.

8. Board of Directorûs Meeting

At present, the Company has not held any Board of Director’s meeting owing to the transfer of power of the Board of Director to the Plan Administrator.

9. Subcommittee

028

The committee has not set up a subcommittee to assist in supervising company operations. However, the company is studying the process in setting up an audit committee, which will be established once the company has successfully completed its Rehabilitation Plan. Also, the remuneration subcommittee has not been established, however the Company has procedure to consider the appropriate remuneration which is reflected the industry standard.

10. Controlling Systems and Internal Audit

In 2004, the Company has reviewed the duty and authority of each function with an emphasis on work efficiency by increasing working speed and must be able to control and audited. This was piloted with the front office function at major branches and will be roll-out to every store in 2005. For internal audit, in 2004 the Company has established a new function known as “Internal audit and system” with its responsibilities in performing operational audit to ensure the compliance with the Company’s policy and regulation, and applicable laws. The main focus of audit function is to audit the work system, review and give recommendations on issues: the prevention of conﬁdential information of stakeholders, security and access of conﬁdential information, and the levels of access to such information given to limited user.

11. Risk Management

The Company established preventive measures to prevent and reduce 3 major risks as follows:

(1) Measure relating to the prevention / reduction of risk associated with merchandising management

The Company employs a strict compliance in inventory management by arranging the appropriate level of products to meet customersû demand, emphasizing the stocks with regularly checking the items and counting the number of stocks including follow-up of inventory aging to prevent obsolete and quality depleted stocks.

(2) Measure relating to the prevention of loss and damaged assets

Loss and damage prevention measure are established and Loss Prevention officers will be responsible for. These are including the arrangement of fire alarm, fire extinguish contingency plan to the bomb-thread, riot, blackout, the installation of CCTV to assets robbery, and the arrangement of contingency plan. Also, properties insurance business interruption insurance policies are provided against the unexpected loss, Company can maintain the business opportunity as much as possible.

(3) Measure relating to security

The company sets up a committee to be responsible for the hygiene, Safety and working environment in all 18 branches to ensure that employees can work effectively on the safety and good health.

12. Board of Directorûs Report

The Board of Directors of the Plan Administrator and the Company’s executives are responsible for the consolidated financial statements of the Company and its subsidiaries and all information presenting in the Annual Report. Such financial statements are prepared in accordance with Thai General Accepted Accounting Principles by the adoption of the appropriate accounting policy and consistent practice including the disclosure of substantial information in the Notes to the financial statements. The Board has the opinion that the internal control of the Company is at a satisfactory level and believes in the creditability of the financial report of the Company and its subsidiaries as of 31 December 2004.

13. Investor Relations

The Company realizes the importance of the disclosure of the accurate, complete, transparent, equal and timely information including the financial report and business information which impact the stock price of the Company by distributing such information via the communication channel of the SET and the Companyûs web site www.robinson.co.th. Investor Relations Unit is not yet separated, the financial management division thus assigned to be responsible for the investor relations duties by communicating the information to the institutional investors, shareholders, stock analysts, press and general public. To acquire such information, the investors are invited to contact at Tel. 02248-2626 ext. 732, 733 or E-mail rbsfnc@robinson.co.th

Supervision on Insider Information The company has clearly determined the duty and responsibility of all employees in the form of Job Description and also has trained them to accurately understand their duties and the Company’s regulations. However, some duties may cause an inside information revealing to employees and then to public without permission. Therefore, the Company specifically allows the high-level executives to be informed such important inside information, especially the financial information by limiting the information access by each level of authority with the assistance of computer system. The Company will disclose information to those concerned at the appropriate time only without the contravention to the concerned regulations of the Stock Exchange of Thailand and applicable laws. Moreover the Company has regulation in connection with the employees disclosing the Company’s confidential information. This is to enforce in the case of Investigation that any employee discloses the confidential or financial information without permission shall be subject to be investigated and strictly punished in accordance with the Company’s regulations.

Market And Competition Environment Retail Business Overview The Thai economy still generated a continual growth from last year, even though the economic growth has inclined from 6.8% to 6%* in 2004 resulting from the economy slowdown during the second half of 2004. However, overall retail businesses has expanded more than last year, evidenced by new opened branches of large scale retail operators which amounted to 12% increase from the number of branches in 2003. This was quite a moderate expansion when comparing to new opened small and medium size branches (excluded convenience store). These expansion were a result of government measure in stimulating the economy at grassroots level to create household consumptions. In addition, government policy engaged in export promotion, tourism promotion, and Bangkok Fashion City project also attributed to the growth in retail businesses. Over all retail businesses during the year 2004 and 2005 have been facing with a significant change from their previous expansion model. The implementation of City Plan law plays a major role in controlling the expansion of large scale retail operators. This will result in a slow down in large-scale modern trade expansion, meanwhile, paving the way for smaller shopping complex or retail businesses to open new outlets with smaller format in public communities throughout the country.

Competition Environment

030

In 2004, the company still has competed with direct competitor from 2 chain department stores as it was in last year. Within department store segment, only 1 new store was opened in Phuket on the late 2004 where the company has already operated 1 store in Phuket downtown. Given the difference in location, however, the new opened store thus produced only a small impact to the sales of Phuket store. The competition among department stores still focused on product presentation, quality, variety, and promotional campaign with a specific pattern to be in line with customer lifestyles by focusing on activities that could establish a good relationship with customers and keep them as loyal customers. Discounted store is an indirect competitor who uses the pricing strategy as a main drive of the business. This is because the products available are normally of daily use which lower emphasize on fashion, brand name, and product differentiation. There are a strong pricing competitive throughout the year and this put a lot of pressure to the suppliers in determining their wholesale prices for the retailers. In terms of location, the company has operated nine branches in Bangkok area and nine branches in upcountry area. Whereby the company has to directly compete with two major chains of department store namely Central and The Mall group in the total of nineteen branches. For the upcountry locations, the degree of competition with the direct competitors are lower since the competitors have only four branches locating in Chiang Mai, Had Yai, Phuket and Nakornratchasima where the company has operated only 3 of 9 upcountry in the same provinces in Chaing Mai, Had Yai, and Phuket. Additionally, there are still the differences in location and target group of customers. However, the competition in upcountry also came from smaller local department store and indirect competitors as discount stores/ super center which also provided some products in the same category as available in department store, but not with brand name thus they can offer lower price. In 2004, this group of business has opened many new branches including Chanthaburi branch where the company has currently operating the branch in this area. Hence, the company has to carefully implement its strategy to maintain the customer base including the creation of product differentiation and brand name, and the implementation of Theme Promotion to avoid price-cutting and to create the differentiation under Robinson没s new image.

Risk Factors Risk associated with the retail business competitive environment

In the year 2004, Thailandรปs economy has been continually affected from both internal and external factors though out the year, such as, avian flu outbreaks, the violence in the three Muslim-majority border provinces, the effect from high oil price, the weakening of dollars and natural disaster. Those mentioned factors have created bad environment for tourism industry as well as retail businesses. Besides, the launch of new City Plan law has affected the expansion of a certain segment of retail businesses. As a result, a development of new shopping complex is facing more difficulties. And even the intention of the law is not to limit the expansion of department store business, it will produce indirect effect to department store expansion due to the shopping complex, a commercial point providing a variety of products and services, is a major location for department store expansion. If the expansion of shopping complex is limited by the law, finding location for department store for is expansion will be more difficult, and need higher cost for expansion. For the branch expansion, department store segment has opened only one branch in Phuket area during the end of 2004 which the Company has already operated one store in this area. However, given the difference in location where the Companyรปs store was located in downtown area, this storeรปs revenue was slightly affected by the new entry. To prepare for the highly competitive situation in the future, the Company has planned to renovate this branch in order to maintain customer base and to meet customer expectations. For discounted store / super center, there were two openings in upcountry area where the Company already operated two stores. Existing retail operators were inevitably affected by this new entry across the board. However, since this competitor did not run department store business that has a key difference in target customers who have difference shopping purpose. As such, variety of products and services offered by department store together with the use of information technology to effectively support promotional campaigns, resulted in a small effect to the companyรปs business. For competitive strategy, the company has a policy to avoid the price competition by emphasizing the constitution of product and service differentiation. This could be achieved by developing and selecting brand name products, with variety and differentiation, fashionable and modern products to be consistent with the lifestyle of the target customers in order to draw more customers. Additionally, instead of using price promotion the company has adopted a new strategy by having more marketing activities and product recommendation via Theme Promotion to compensate for discount. These will help the company to increase sales, maintain a gross profit margin, image and market positioning as well.

Risk associated with the dependency of purchasing from supplier

The company diversified to purchase from more than 2,300 suppliers for the variety and differentiation of products in consistent with the companyรปs strategy including the reduction of the dependency of the huge purchase from a specific supplier. However, the company has purchased products from the largest supplier account for 16% of sales in 2004 whose product brand names are very popular among customers. The company is also acting as the major partner to distribute products for this supplier in both Bangkok and upcountry areas. Besides, there is also a corporation for the development of supply chain management system.

Risk associated with the dependency of leasehold

The company owns land and building for two branches and own leasehold rights on land and/or building for the remaining sixteen branches for operation. This is a result of the necessity to select the high potential areas for operating department store business where such land and buildings are not normally sold by the owners, they are rather leased out. In some cases, the cost in acquiring the land and building are costly and not worth for the investment comparing to the lease. However, the remaining periods of such lease agreement are over 6 to 22 years. Moreover, certain number of agreements were already provided terms and conditions for the renewal, together with the smooth compliance to the agreement by both parties, the company accordingly expects to achieve the renewal of lease agreement in the future.

Risk associated with the business rehabilitation

The company has succeeded in following the major steps set forth in the rehabilitation plan since 2002 evidencing by the note repayments which have been paid more than the minimum requirement. This is a consequence of the ability to generate more income. However, the company still has the liability on the Notes amounting of Baht 2,301.4 million (as of 17 January 2005), which will be gradually due until the end of year 2005. The company has preceded the measurement to reduce the default risk by arranging to amend the rehabilitation plan to facilitate the repurchase of Notes under the Voluntary Debt Refinance Program (VDRP). The company successfully obtained new source of fund for repurchasing of all outstanding Notes and in the year 2004, 77% of total outstanding Notes were repurchased.

Risk associated with the interest rate

The company has liabilities to pay interest and principal from the issuance of the partial secure Notes to the creditors according to the rehabilitation plan. The interest payments of such Notes are determined in a fixed rate from 2001-2005 at 5%, 6%,7%,8% and 9% per annum respectively. These interests have been recorded as liabilities, which will be settled in the future. The company has to pay principal and interest with the amount and schedule of payments as specified in the terms and conditions of the Notes. Therefore, the company has not been exposed to the interest rate risk fluctuation in the market. The company has borrowed new fund to repurchase the Notes under VDRP where a total credit facilities are up to Baht 2,700 millions. The interest rate is the average MRL of two commercial banks minus 1.75% or 4% whichever is higher. Such interest will be recorded as interest expenses calculating on the actual drawdown amount. Presently, the company achieved to repurchase 77% of total outstanding Notes. However, given the high liquidity of money market and the growing trend of the companyâ&#x20AC;&#x2122;s sales growth, the company expects the changes in such interest rate will not have material impact to the company business.

Risk associated with foreign exchange rate

032

The company has not been exposed to foreign exchange rate risk because all the foreign liabilities filed claims by the creditors set forth in the rehabilitation plan were converted into Baht and the liabilities from the new source of fund to repurchase notes are also provided in Baht. As for the foreign exchange risk arising from imported merchandise as a normal business transaction, the company has provided a small credit line of letter of credit facility comparing to total amount of sales. Additionally, the company has a policy to hedge foreign exchange rate position in the event of money market fluctuation.

Internal Control The Company is under the Rehabilitation Plan administered by Robinson Planner Ltd. The Plan Administrator closely monitors the operation of the Company and its subsidiaries, especially the Companyâ&#x20AC;&#x2122;s cash flow to ensure that no payment is made beyond the ordinary course of business. Besides, the company has established an internal audit function to review the compliance with internal control as well as engaged an external auditor to audit the system and day to day operation in some important units to ensure the correctness and efficiency. For the opinion of the Companyâ&#x20AC;&#x2122;s auditor, there is no opinion concerning the internal control of the Company in the audited report and financial statement for the year 2004. For the risk management, the Company concerns and substantially considers the risk factors both currently expose and expose in the future. The Company also analyzes the consequences and provides measures or the business plan to mitigate risks as mentioned in the article of risk factors. For the control and monitor, the Company clearly regulates the approval authority and the authority level in order that the expense requisition is on track with the budget approved by the Plan Administrator. Also, the regulations and the operation process and the audit are distinctly regulated to evaluate the performance and find out the deficiency need to be improved.

Inter-Company Transactions

Parts of assets, liabilities, income, cost and expenses of the company and its subsidiaries are intercompany transactions disclosed in the note to financial statements no.4. These businesses are related by means of having the same shareholders and/or directors. Details of major transactions for the year ended 31 December 2004

Subjects

Related Company/ Relationship with the company

Inter-company value * (Million Baht)

Purchase of merchandises

Central Trading Co., Ltd. / the same group of ultimate shareholder Central Garment Factory Co., Ltd. / the same group of ultimate shareholder / the same director C Track Sakol Co., Ltd. / the same group of ultimate shareholder Textral Textile Co., Ltd. / the same group of ultimate shareholder Central Department Co., Ltd. / the same group of shareholder / the same director

585.55

Rental and Service Income

Power Buy Co., Ltd / affiliates / the same group of shareholder / the same director CRC Sport Co., Ltd. / affiliates / the same group of shareholder / the same director B2S Co., Ltd. / the same group of shareholder / the same director CRC Power Retail Co., Ltd. / the same group of shareholder / the same director Office Club(Thailand) Co., Ltd. / the same group of shareholder / the same director Central Food Retail / the same group of ultimate shareholder / the same director

327.27

* Inter-Company Transaction as at December 31, 2004

Subjects

Related Company/ Relationship with the company

Inter-company value * (Million Baht)

Central Retail Corporation Co., Ltd. / shareholder / the same director CDS Restaurant Co., Ltd. / the same group of ultimate shareholder Central Watson Co Ltd. / the same group of ultimate shareholder / the same directorMoney Financial service income

Power Buy Co., Ltd. / affiliates / the same group of shareholder / the same director CRC Sport Co., Ltd. / affiliates / the same group of shareholder / the same director B2S Co., Ltd. / the same group of shareholder / the same director CRC Power Retail Co., Ltd. / the same group of shareholder / the same director

Management fee income

CR. Udornthani(Thailand)/Subsidiary CR. Phuket (Thailand)/Subsidiary CR. Nakornsrithammarat (Thailand)/Subsidiary CR. Had Yai (Thailand)/Subsidiary CR. Chiang Mai (Thailand)/Subsidiary CR. Ubonrachthani (Thailand)/Subsidiary CR. Rachburi (Thailand)/Subsidiary CR. Chanthaburi (Thailand)/Subsidiary Robinson Sukhumvit Co., Ltd. / Subsidiary Kruekaew Co., Ltd / subsidiary RD Pattana Co., Ltd / subsidiary

Interest income

Robinson Anusawaree Co., Ltd. (Victory Monument branch) /Subsidiaryy Robinson Ratchada/Subsidiary Robinson Sukhumvit/ Subsidiary Robinson Nakarin Co., Ltd. / Subsidiary Kruepetch Co., Ltd. / Subsidiary Robinson SPV Co., Ltd. / Subsidiary CR (Thailand) Co., Ltd. / Subsidiary

Management fee expense

Central Retail Corporation / shareholder / the same director Central Department Co., Ltd. / the same group of shareholder / the same director

8.53

Interest expense

Robinson Rajdamri Co., Ltd. / subsidiary Robinson Sukhumvit Co., Ltd. / subsidiary Kruekaew Co., Ltd. / subsidiary RD Pattana Co., Ltd. / subsidiary Central Retail Corporation / shareholder / the same director

7.32

034

* Inter-Company Transaction as at December 31,2004

6.24

97.48

434.38

The Necessary of Inter-Company Transaction Purchase of merchandises: products that the Company purchased from the connected person are

of popular brand and such person is the sole distributor. The Company uses the same procurement policy with both general suppliers and connected person in price negotiation to reach the highest gross profit margin. These products must be highly competitive to other competitors.

Rental and Service Income: Specialty Stores that runs by affiliated companies and connected

companies are the expertise in specialty merchandising management. They are famous and popular among the Company’s target customers. They have unique style and modern, which can reflect the Company’s image. The compensation is based either on a certain percentage of sales sharing, or a fixed rate charge.

Financial Service Income: This is to earn money from the affiliates that use the Company’s secure

room for cash keeping during the day. This is a kind of general service offered to business partner or rental shop operator. The Company apply the rate charge to connected companies with the same rate as It offered to other business partners.

Management Fee Income: This is to be collected from affiliates and subsidiaries as the Company provides merchandising management, marketing, Robinson’s brand name and logo to them. The compensation is calculated based on percentage of their sales and/or other income as set forth in the joint venture agreement.

Management Fee Expense: This is paid for the money transfer business and goods receiving / distribution transactions which are servicing by connected companies so as to create utmost benefits and efficiency for business.

Lending and borrowing with subsidiaries: Centralisation of merchandise buying leads to the need

of merchandise payment from the Company’s center to suppliers. Those companies will be recorded as debtors of the Company under current account system where the company will charge an interest based on the rate offered by certain domestic financial institutions plus a premium of 1% to 1.5% p.a.

Measurement and Procedure to approve the Inter-Company Transaction The company and its subsidiaries are complied with the Notification of the Stock Exchange of Thailand regarding the measurement, method and the disclosure of related transactions of the listed companies under the supervision of the Plan Administrator.

Future trend for the Inter-Company Transactions The company and its subsidiaries still have transaction between each other, as it is necessary to department store business in general. Such transactions will be in compliance with the Stock Exchange of Thailand regulations. Pricing policy for the related-company is as follows: 1. The company and its subsidiaries set the policy of pricing for any sell or service transactions with related-companies. Such prices must not be less than the original price. 2. The company and its subsidiaries set the policy to calculate the interest charge to the loan between each other, this is in reference with the interest rate applied by domestic financial institutions plus 1.0% to 1.5% p.a. 3. The company and its subsidiaries set the policy to charge any rental or service fee using the percentage of sales or fixed charge per square meter referring to market price.

Activities Orchid & My Beauty

Robinson, N.C.C. , ITV Minimarathon

036

I go Jeans I go disco Jeans

My Wish My gift 2005

038

Financial Statements

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Financial Statements For the years ended December 31, 2004 and 2003 and Report of Certified Public Accountant

040

REPORT OF CERTIFIED PUBLIC ACCOUNTANT To the Shareholders of Robinson Department Store Public Company Limited I have audited the accompanying consolidated balance sheets of Robinson Department Store Public Company Limited and its subsidiaries as at December 31, 2004 and 2003, the consolidated statements of income, changes in shareholders’ equity and cash flows for each of the years ended December 31, 2004 and 2003. I have also audited the balance sheets of Robinson Department Store Public Company Limited as at December 31, 2004 and 2003, the statements of income, changes in shareholders’ equity and cash flows for each of the years ended December 31, 2004 and 2003. The management of Robinson Department Store Public Company Limited is responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to issue a report on these financial statements based on my audits. Except as discussed in the following paragraph, I conducted my audits in accordance with generally accepted auditing standards. This Standard requires that I plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. As discussed in Note 1 to the financial statements, the financial statements for the year ended December 31, 2004, included investments in the associated companies and share of profit from investments in those associated companies which were computed from the unaudited financial statements for the year ended December 31, 2004. The investments in the associated companies as at December 31, 2004 amounted to approximately Baht 445.4 million (6.1 % of total assets for the consolidated financial statements and 6.0 % of total assets for the Company’s financial statements). The share of profit from investments in the associated companies for the year ended December 31, 2004, amounted to approximately Baht 101.1million (14.1 % of net profit). In my opinion, except for the effects of such adjustments to the 2004 financial statements, if any, as might have been disclosed had the financial statements of the associated companies been audited by me, as described in the third paragraph, the financial statements referred to above present fairly, in all material respects, the financial position of Robinson Department Store Public Company Limited and of Robinson Department Store Public Company Limited and subsidiaries as at December 31, 2004 and 2003, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles.

(Winid Silamongkol) Certified Public Accountant Registration No. 3378 KPMG Phoomchai Audit Ltd. Bangkok February 14, 2005 pectively.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2004 AND 2003 ASSETS

In Baht Note

Consolidated 2004 2003

The Company Only 2004 2003

CURRENT ASSETS Cash and cash equivalents

1,695,783,815

1,365,213,659

525,145,059

357,078,398

Trade accounts receivable - net - Related parties - Other companies

4, 5

46,136,105

22,995,436

55,779,777

40,434,351

154,560,246

120,472,940

102,762,332

85,516,086

2,011,104,760

1,799,080,949

312,053,006

345,107,517

Short-term loans and advances to subsidiaries

Inventories - net

Other current assets

Total Current Assets

488,493,946

520,744,752

76,669,540

69,240,907

54,276,493

42,630,586

2,461,643,652

2,098,667,694

3,061,121,427

2,669,847,887

445,393,457

344,262,690

1,623,446,528

1,561,419,510

NON-CURRENT ASSETS Investments in shares

8, 14

of related parties Long-term loans to related

61,223,493

parties Property and equipment - net

042

9, 14

1,786,719,649

1,991,002,303

988,452,241

1,097,650,059

2,198,700,720

2,368,482,477

1,482,059,930

1,614,163,809

462,311,935

483,826,732

197,923,487

230,751,121

Total Non-Current Assets

4,893,125,761

5,187,574,202

4,353,105,679

4,503,984,499

TOTAL ASSETS

7,354,769,413

7,286,241,896

7,414,227,106

7,173,832,386

Leasehold right - net Other non-current assets

11, 21

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2004 AND 2003 LIABILITIES AND SHAREHOLDERSʼ EQUITY In Baht Note

Consolidated 2004 2003

The Company Only 2004 2003

CURRENT LIABILITIES Trade accounts payable - Related parties

- Other companies

129,217,194

112,731,953

80,822,749

70,272,763

1,472,872,488

1,243,802,572

799,537,600

649,997,334

Liability under guarantee agreement of subsidiary

159,193,373

Short - term loans and advances from related parties

26,926,852

17,464,932

960,512,384

1,047,470,897

Current portion of partially secured amortizing notes (convertible upon default)

721,667,012

372,722,000

2,674,048,569

372,722,000

Other current liabilities

443,483,251

345,804,703

292,499,959

227,516,125

Total Current Liabilities

2,794,166,797

2,251,719,533

4,807,421,261

2,367,979,119

1,795,044,911

34,098,064

2,836,377,149

2,847,698,849

65,309,959

122,470,057

NON-CURRENT LIABILITIES Long-term loan from ﬁnancial institutions Long-term loan from subsidiary

113,300,000

Liabilities under debt restructuring agreements of subsidiaries Partially secured amortizing notes (convertible upon default) - net of current portion Provision for loss from investments in subsidiary companies recorded by the equity method

60,810,973

Unearned lease income - Related parties - Other companies

174,712,346 87,154,392

368,226,119

192,452,947

Other non-current liabilities

22,102,466

25,794,611

4,658,405

7,320,350

Total Non-Current Liabilities

2,079,014,115

3,264,495,943

305,738,421

3,221,583,119

Total Liabilities

4,873,180,912

5,516,215,476

5,113,159,682

5,589,562,238

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES BALANCE SHEETS AS AT DECEMBER 31, 2004 AND 2003 LIABILITIES AND SHAREHOLDERSʼ EQUITY (Continued)

Note

In Baht Consolidated 2004 2003

The Company Only 2004 2003

SHAREHOLDERSʼ EQUITY Share capital - common shares, - Authorized share capital, common share 1,110,661,133 shares at Baht 10 par value (Baht 11,106,611,330) - Issued and paid-up share capital, common shares 1,110,661,133 shares, Baht 10 per share

11,106,611,330

Discount on share capital - net

13 (10,919,678,429)

(10,919,678,429) (10,919,678,429) (10,919,678,429)

Revaluation increment in assets

860,800,469

148,208

121,642

148,208

121,642

96,215,000

1,156,970,846

364,072,082

1,156,970,846

364,072,082

2,301,067,424

1,584,270,148

2,301,067,424

1,584,270,148

180,521,077

185,756,272

2,481,588,501

1,770,026,420

2,301,067,424

1,584,270,148

7,354,769,413

7,286,241,896

7,414,227,106

7,173,832,386

936,928,523

860,800,469

936,928,523

Revaluation increment from changes in available - for - sale investment value of associated company Legal reserve Retained earnings (deﬁcit) Shareholdersʼ Equity of the Parent Company

044

Minority interests Total Shareholdersʼ Equity TOTAL LIABILITIES AND SHAREHOLDERSʼ EQUITY

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF INCOME FOR EACH OF THE YEARS ENDED DECEMBER 31, 2004 AND 2003

Note REVENUES

In Baht Consolidated 2004 2003

The Company Only 2004 2003

Sales Rental and service income Interest income

8,834,996,677

7,764,672,228

5,296,257,302

4,641,503,008

639,072,522

633,273,180

384,026,818

385,205,916

10,811,163

3,942,807

435,823,682

431,351,608

355,439,423

383,256,536

337,112,554

386,566,290

101,104,201

32,262,041

26,300,662

9,941,423,986

8,817,406,792

6,479,521,018

5,844,626,822

Cost of sales

6,900,104,108

6,053,406,122

4,135,543,657

3,613,449,208

Selling and administrative expenses

2,252,047,333

2,183,316,150

1,621,424,312

1,586,739,461

Other income

Share of proﬁt from investments recorded by the equity method Total Revenues EXPENSES

Share of loss from investments recorded by the equity method

Total Expenses

122,335,617

9,152,151,441

8,236,722,272

5,756,967,969

5,322,524,286

789,272,545

580,684,520

722,553,049

522,102,536

(3,194,618)

(7,888,164)

(5,782,339)

(6,903,780)

(34,102,895)

(27,988,836)

PROFIT AFTER TAX

751,975,032

544,807,520

Net Proﬁt of Minority Interests

(35,204,322)

(29,608,764)

NET PROFIT

716,770,710

515,198,756

716,770,710

515,198,756

0.65

0.46

0.65

0.46

Proﬁt Before Interest Expense and Income Tax Interest Expense Income Tax

Basic Earnings per Share (Baht)

716,770,710 -

515,198,756 -

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS FOR EACH OF THE YEARS ENDED DECEMBER 31, 2004 AND 2003 In Baht Consolidated 2004

The Company Only

2003

2004

2003

515,198,756

716,770,710

515,198,756

35,204,322

29,608,953

(101,104,201)

(32,262,041)

(26,300,662)

122,335,617

(1,099,025)

(911,280)

(765,118)

(622,366)

503,696,352

517,465,833

362,431,984

368,599,405

7,624,356

27,110,724

5,323,221

17,704,893

(106,359,381)

(114,792,596)

(69,982,890)

72,275,766)

CASH FLOWS FROM OPERATING ACTIVITIES: Net proﬁt

716,770,710

Adjustments to reconcile net profit (loss) to net cash provided by operating activities: Net profit of minority interests Share of loss (profit) from investments recording by the equity method Gain on sales of property and equipment Depreciation and amortization Provision for shortage and damage inventory Earned lease income Reversal of other current liabilities Reversal of liability under debt

(6,979,955)

(7,809,190)

restructuring agreement of subsidiaries

046

Bad debt Reversal allowance for

40,631,023

36,455,943

(33,519,996)

(26,748,730)

(41,654,754)

(41,650,046)

1,044,183

(42,298,885)

(8,876,496)

doubtful accounts Reversal of allowance for withholding income tax Loss on write-off withholding tax Decrease (increase) in Operating Assets Trade accounts receivable

(64,339,002)

(7,305,448)

Inventories

24,626,450

(64,025,520)

27,731,290

(50,743,945)

Other current assets

(7,428,633)

(18,839,635)

(11,645,907)

(7,753,305)

Other non-current assets

17,092,710

60,573,007

30,128,091

53,116,288

245,555,157

(81,062,462)

160,090,252

(44,668,611)

Other current liabilities

94,323,133

(22,528,951)

64,983,834

(28,384,929)

Other non-current liabilities

(3,692,145)

(1,067,740)

(2,661,945)

(1,552,801)

1,360,172,640

759,571,074

1,223,511,188

813,446,739

Increase (decrease) in Operating Liabilities Trade accounts payable

Net Cash Provided by Operating Activities

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (Continued) FOR EACH OF THE YEARS ENDED DECEMBER 31, 2004 AND 2003 In Baht Consolidated 2004

2003

The Company Only 2004

2003

CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from short-term loans and advances to related parties

21,690,212,294

2,997,105,046

Increase in short-term loans and advances to related parties Purchase of property and equipment

(22,034,810,402)

(3,715,783,000)

(144,541,303)

(218,834,075)

(118,928,518)

(126,622,978)

(51,250,000)

(999,930)

1,262,892

1,184,443

Increase in investments in shares of subsidiary Proceeds from sales of property

1,714,668

1,617,478

and equipment Dividend income

Net Cash Used in Investing Activities

(142,826,635)

(217,216,597)

(422,113,734)

91,400,000

(845,116,419)

1,795,044,911

(159,193,373)

11,407,956

4,705,806

8,618,594,083

1,062,591,680

(8,705,552,596)

(1,051,749,208)

CASH FLOWS FROM FINANCING ACTIVITIES: Increase in long-term loan from ďŹ nancial institutions Repayment of liability under guarantee agreement of subsidiary Proceeds from short-term loans and advances from related parties Repayment of short-term loans and advances from related parties Repurchase of Notes

(1,946,036)

(2,030,485,136)

(492,801,587)

(546,372,280)

(494,303,387)

Repayment of partially secured amortizing notes (434,875,780) Repayment of liability under debt restructuring agreements of subsidiaries

(26,288,874)

(1,494,083)

Payment of dividends

(40,439,517)

(33,984,269)

(886,775,849)

(523,574,133)

(633,330,793)

(483,460,915)

Net Cash Used in Financing Activities

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (Continued) FOR EACH OF THE YEARS ENDED DECEMBER 31, 2004 AND 2003 In Baht Consolidated 2004

2003

The Company Only 2004

2003

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

330,570,156

18,780,344

168,066,661

(515,130,595)

1,365,213,659

1,346,433,315

357,078,398

872,208,993

1,695,783,815

1,365,213,659

525,145,059

357,078,398

355,968,186

Cash and cash equivalents at beginning of year CASH AND CASH EQUIVALENTS AT END OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 1. Cash and Cash Equivalents at end of Year Consisted of :

048

Cash and deposits at ﬁnancial institutions

1,674,668,095

1,364,103,447

524,029,339

Short - term investments in ﬁxed deposits

21,115,720

1,110,212

1,115,720

1,110,212

Total Cash and Cash Equivalents

1,695,783,815

1,365,213,659

525,145,059

357,078,398

2. Cash paid during the year: Interest expense Income tax

21,166,502 71,743,317

7,813,968 61,050,374

25,630,856

24,526,416

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements December 31, 2004 and 2003 1. GENERAL Robinson Department Store Public Company Limited, the çCompanyé, is a company in Thailand and listed on the Stock Exchange of Thailand. The registered head office of the Company is incorporated at 2 Silom Road, Suriyawong, Bangrak, Bangkok, Thailand. The principal activities of the Company and its subsidiaries are operation of a chain of department stores under the brand of çRobinsoné. The Company has also jointly invested with groups of business partners (Indirect subsidiaries) outside Bangkok through a holding company, CR (Thailand) Co., Ltd. engaging in the operation of department stores.

Basis of preparation of financial statements The financial statements are prepared in Thai Baht, in the Thai Language, and in conformity with generally accepted accounting standards in Thailand. Accordingly, the financial statements are intended solely to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in Thailand. The financial statements are prepared under historical cost convention except as disclosed in the accounting policies. For the convenience of the readers, an English language translation of financial statements has been prepared from the Thai language financial statements which are issued for domestic reporting purposes. The consolidated financial statements of the Company for the year ended December 31, 2004 and 2003 comprise the Company, its subsidiaries (together referred to as the interest in associates. Details of the Companyûs subsidiaries are as follows:

Direct Subsidiaries

Robinson Anusawaree Co., Ltd. Robinson Rajdamri Co., Ltd. Robinson Ratchada Co., Ltd. Robinson Nakarin Co., Ltd. Robinson Sukhumvit Co., Ltd. Sapanmai Department Store Co., Ltd. Kruerpetch Co., Ltd. Kruerkaew Co., Ltd. CR (Thailand) Co., Ltd. R-Trading (L) BHD. RD Pattana Co., Ltd. Robinson S.P.V. Co., Ltd. CR Rajchaburi (Thailand) Co., Ltd.

Business Type

Country of Registration

Dormant Company Dormant Company Dormant Company Dormant Company Dormant Company Dormant Company Investing Company Dormant Company Investing Company Investing Company Real Estate Investing Company Department Store

Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Malaysia Thailand Thailand Thailand

çGroupé) and the Groupûs Percentage of Holdings (%) 2004 2003 99.91 99.35 99.80 99.86 99.99 74.50 99.99 99.99 99.99 99.92 99.98 99.99 50.00

99.91 99.35 99.80 99.86 99.99 74.50 99.99 99.99 99.99 99.92 99.98 99.99 -

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

Business Type

Indirect Subsidiaries

CR Udorn Thani (Thailand) Co., Ltd. CR Phuket (Thailand) Co., Ltd. CR Nakhon Sri Thammarat (Thailand) Co., Ltd. CR Had Yai (Thailand) Co., Ltd. CR Chiang Mai (Thailand) Co., Ltd. CR Ubon Ratchathani (Thailand) Co., Ltd. CR Chantaburi (Thailand) Co., Ltd. CR Rajchaburi (Thailand) Co., Ltd.

Country of Percentage of Holdings (%) Registration 2004 2003

Department Store Department Store

Thailand Thailand

76.00 49.99

Department Store Department Store Department Store

Thailand Thailand Thailand

49.99 76.00 89.99

Department Store Department Store Department Store

Thailand Thailand Thailand

74.99 64.99 49.99

All of the above subsidiaries are incorporated in Thailand, except for R-Trading (L) BHD., which is incorporated in Malaysia. The foreign subsidiary is an active company and its major assets are receivable, loan to, bond and interest receivable from the Company. The functional currency of a portion of transactions of this Malaysian subsidiary is Baht. Significant intra-group transactions between the Company and its subsidiaries are eliminated on consolidation.

050

The Company’s financial statements represent the accounts of Robinson Department Store Public Company Limited. The Company has recorded investments in subsidiaries and associated companies (those with more than 20% of registered capital owned by the Company) by the equity method. The share of profit from investments in subsidiaries is computed based on the audited financial statements. The share of profit from investments in certain associated companies for the year ended December 31, 2004 was computed from the unaudited financial statements for the year ended December 31, 2004. The investments in the associated companies as at December 31, 2004 amounted to approximately Baht 445.4 million (6.1 % of total assets for the consolidated financial statements and 6.0 % of total assets for the Company’s financial statements). The share of profit from investments in those associated companies for the year ended December 31, 2004, amounted to approximately Baht 101.1 million (14.1 % of net profit).

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 2. RESULTS OF OPERATIONS The Company and subsidiaries have been affected by adverse business condition in the past which resulted in the Company entering into a debt restructuring process and a rehabilitation plan problems (Note 13). The Company has successfully complied with conditions outlined in the rehabilitation plan. As at December 31, 2004 and 2003, the Company had outstanding loan receivable net of provision for loss from investments in subsidiary companies recorded by the equity method of approximately Baht 1,649.9 million and Baht 1,679.6 million, respectively, for the Company‘s financial statements. This subsidiary is a holding company in the group. The financial statements reflect management’s current assessments of the impact to date of the business situation on the financial position of the Company and subsidiaries.

3. SIGNIFICANT ACCOUNTING POLICIES 3.1 Basis of Consolidation The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the çGroupé) and the Group,s interest in associates. Subsidiaries Subsidiaries are those entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Groupûs share of the total recognized gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Groupûs share

of losses exceeds its interest in an associate, the Groupûs carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 3.2 Use of estimates The management needs to make estimates and set assumptions that affect income, expenditure, assets and liabilities in order to disclose information on the valuation of assets, liabilities and contingent liabilities. Actual outcomes may, therefore, differ from the estimates used. The estimates and underlying assumptions used in the preparation of these financial statements are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. 3.3 Foreign Currencies Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Thai baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognized in the income statement.

052

Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currency are translated using the foreign exchange rate ruling at the date of the transaction. 3.4 Property, Plant and Equipment Owned assets Building and equipment except for land, leasehold improvement and building system equipment are stated at cost less accumulated depreciation and impairment losses. The cost of self-constructed assets includes the cost of materials, direct labor, the initial assessment of the costs of dismantling (if relevant) and an appropriate proportion of production overheads.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 Revalued assets Revaluations are performed by independent professional valuers with sufficient regularity to ensure that the carrying amount of these assets does not differ materially from that which would be determined using fair values at the balance sheet date. Any increase in value, on revaluation, is credited to the revaluation reserve unless it offsets a previous decrease in value recognized in the income statement. A decrease in value is recognized in the income statement to the extent it exceeds an increase previously recognized in the revaluation reserve. The revaluation surplus is utilized by reference to the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset没s original cost and credited to the income statement. Upon disposal, any remaining related revaluation surplus is transferred from the revaluation reserve to the income statement and is taken into account in calculating the gain or loss on disposal. The carrying value of any asset reclassified as a non-operating asset held for sale is credited with the remaining balance of amounts previously taken to the revaluation reserve in respect of that asset. Subsequent expenditure Subsequent expenditure relating to an item of property, plant and equipment is added to the carrying amount of the asset when it is probable that the future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. All other subsequent expenditure is recognized as an expense in the period in which it is incurred. Depreciation Depreciation is charged to the income statement on a sum-of-the-year-digits basis (except property, plant and equipment which were acquired before 2001 are depreciated on a straight-line basis) over the estimated useful lives of each part of an item of those assets. The estimated useful lives are as follows:

Leasehold improvements Buildings and construction Buildings and construction improvements Information system equipment Building system equipment Furniture, fixtures and office equipment Vehicles No depreciation is provided on freehold land or assets under construction.

Years 20 20 5-20 5-10 5-10 5 5

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

3.5 Intangible assets Goodwill Goodwill arising on acquisition represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired. Negative goodwill arising on acquisition represents the excess of the fair value of the Group,s share of the identifiable net assets acquired over the cost of acquisition. Goodwill and negative goodwill are stated at cost less accumulated amortization and impairment losses. Goodwill and negative goodwill arising on acquisition of shares in subsidiaries and associates in the Company’s separate financial statements is included in investments. The gain or loss on disposal of an entity includes the unamortized balance of goodwill relating to the entity disposed of. Other intangible assets Other intangible assets that are acquired by the Group are stated at cost less accumulated amortization and impairment losses.

054

Amortization Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill, negative goodwill and other intangible assets are amortized from the date they are available for use. The estimated useful lives of goodwill are 20 years and 27 years. Subsequent expenditure Subsequent expenditure relating to an intangible asset is added to the carrying value of the asset only when it increases the future economic benefits embodied in the specific asset to which it relates. All other subsequent expenditure is recognized as an expense in the period in which it is incurred. 3.6 Investments Investments in subsidiaries and associates Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the equity method. Equity securities which are not marketable are stated at cost less impairment losses.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

3.7 Trade and Other Receivables Trade and other receivables (including balances with related parties) are stated at their invoice value less impairment losses. Any impairment loss on doubtful receivables is assessed primarily on analysis of payment histories and future expectations of customer payments. Allowances made are based on historical write-off patterns and the aging of accounts receivables. Bad debts are written off when incurred. 3.8 Inventories Finished goods Inventories purchased under normal credit terms are stated at the lower of cost and net realizable value. Cost is calculated using the average cost formula and comprises all costs of purchase at invoice value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. An allowance is made for all deteriorated, damaged, obsolete and slow-moving inventories. 3.9 Cash and Cash Equivalents Cash and cash equivalents comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows. 3.10 Impairment The carrying amounts of the Group’s assets, other than inventories, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement. Calculation of recoverable amount The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

Reversals of impairment An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assetâ&#x20AC;&#x2122;s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. All reversals of impairment losses are recognized in the income statement. An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of an exceptional nature that is not expected to recur, and the increase in recoverable amount relates clearly to the reversal of the effect of that specific event. 3.11 Employee benefits Employee registered provident fund Obligations to defined employee registered provident fund are recognized as an expense in the income statement as incurred. 3.12 Provisions

056

A provision is recognized in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 3.13 Trade and Other Payables Trade and other payables (including balances with related parties) are stated at cost.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

3.14 Revenue Revenue excludes value added taxes or other sales taxes and is arrived at after deduction of trade discounts. Sale of goods and services rendered Revenue from the sale of goods is recognized in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognized if there are significant uncertainties regarding recovery of the consideration due, associated costs, the probable return of goods or the continuing management involvement with the goods. As soon as the outcome of a contract for the rendering of services can be estimated reliably, revenue associated with the contract is recognized in the income statement in proportion to the stage of completion of the contract. When the outcome of the contract cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable. Rental income Rental income from investment property is recognized in the income statement on a straight-line basis over the term of the lease. 3.15 Expenses Operating leases Payments made under operating leases are recognized in the income statement on a straight line basis over the term of the lease. Lease incentives received are recognized in the income statement as an integral part of the total lease payments made. Contingent rentals are charged to the income statement in the accounting period in which they are incurred. Other income and expenses Interest expenses and similar costs are charged to the income statement in the period in which they are incurred. Interest income is recognized in the income statement as it accrues. Dividend income is recognized in the income statement on the date the entityâ&#x20AC;&#x2122;s right to receive payments. 3.16

Income Tax

Income Tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date based on the conditions described as the Revenue Code, and any adjustment to tax payable in respect of previous years.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

3.17

Financial assets and financial liabilities

Financial assets and financial liabilities carried on the balance sheet include cash and cash equivalents, accounts receivable trade and others, investments, accounts payable trade and others, loans to, borrowings, and debenture payable. The accounting policies on recognition and measurement of these items are disclosed in the respective notes to financial statements. 3.18

Basic Earnings per Share

Basic earnings per share is determined by dividing the net income by the weighted average number of shares outstanding during the year. (1,110,661,133 shares in 2004 and 2003).

4. TRANSACTIONS WITH RELATED PARTIES Related parties are those parties linked to companies in the Group by common shareholders or directors. In general, the Company and subsidiaries have policies on determining prices and/or charges with their related companies as follows: (a) Merchandise selling prices and service charges between the Group should not be lower than the cost of those merchandise and/or services.

058

(b) Interest costs on borrowings or lendings between the Group are determined by referring to the interest rates of certain local financial institutions plus 1.0% to 1.5% per annum. (c) Rental and service fees are based on certain percentages of sales with a reference to the related market prices. (d) Management fees are based on certain percentages of sales or fixed amount.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

Significant balances at each balance sheet date, and transactions for the financial years then ended, with related parties are as follow:

In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003

Subsidiaries

Sales (and cost of sales) Rental and service charges Management fee income Interest income Interest expense

Associates

Rental and service charges Financial fee income

Related Parties

Rental and service charges Interest expense Management fee expense

58,452 363 97,483 434,381 5,686

57,283 939 89,330 429,948 6,904

86,064 4,124

94,160 4,253

59,784 2,624

65,116 2,840

241,204 1,637 8,530

29,567 1,568 7,329

172,534 8,530

27,947 7,329

Since 1997, Power Buy Co., Ltd. And CRC Sport Co., Ltd. have occupied the areas of electrical equipment division and sports division, respectively, with service fees charged as a percentages of sales. In 1996, the Company and subsidiaries subleased areas to Central Food Retail Co., Ltd. (Formerly CRC Ahold Co., Ltd.) for the period of 10 years ending in September and October 2006. The Company charges management fees to its certain subsidiaries and associated companies, based on the percentages of sales or fixed amount.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

Balances with related parties as at December 31, 2004 and 2003 were as follows: In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003

Trade Accounts Receivable Direct Subsidiaries Robinson Sukhumvit Co., Ltd. Kruerkaew Co., Ltd. RD Pattana Co. ,Ltd.

Indirect Subsidiaries

CR Udorn Thani (Thailand) Co., Ltd. CR Phuket (Thailand) Co., Ltd. CR Nakorn Sri Thammarat (Thailand) Co., Ltd. CR Had Yai (Thailand) Co. ,Ltd. CR Chiang Mai (Thailand) Co., Ltd. CR Ubon Ratchathani (Thailand) Co., Ltd. CR Rajchaburi (Thailand) Co., Ltd. CR Chantaburi (Thailand) Co., Ltd.

Associated Companies

060

Power Buy Co., Ltd. CRC Sport Co. Ltd.

Related Parties

New and Now Network Co., Ltd. Samakeesan (Dokya) Co., Ltd. Central Food Retail Co., Ltd. Other companies Total Less allowance for doubtful accounts Net

326 321 267

2,605 2,658

3,200 2,429

2,593 3,315 3,359 1,054 2,118 1,691

3,711 3,415 4,264 1,232 2,357 2,770

7,917 5,338

9,163 6,818

6,390 3,352

6,343 4,548

20,920 11,961 46,136 ( - ) 46,136

15,307 5,760 6,670 43,718 (20,723) 22,995

16,449 9,282 55,780 ( - ) 55,780

13,807 5,322 5,252 59,564 (19,130) 40,434

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003

Short-Term Loans and Advances (interest at 7.5% per annum)

Direct Subsidiaries

Robinson Anusawaree Co., Ltd. Robinson Ratchada Co., Ltd. Robinson Nakarin Co., Ltd. Kruerpetch Co., Ltd. Robinson S.P.V. Co., Ltd. Robinson Sukhumvit Co., Ltd. CR (Thailand) Co., Ltd. Less: Allowance for loss from investments in subsidiary companies recorded by the equity method (Note 8) Net

Indirect Subsidiaries

CR Phuket (Thailand) Co., Ltd. Total

69,724 41,709 203,477 206,742 109,383 5,893 5,490,026

64,668 37,215 30,862 168,968 1,891 5,478,752

224 2,011,105

224 1,799,081

61,223

324,882

( 4,116,073) ( 3,983,499) 2,010,881 1,798,857

Long-Term Loans

(interest rate per annum)

Direct Subsidiary

Robinson Nakarin Co., Ltd. (6%)

Associated Companies

Siam Retail Development Co., Ltd. (MLR plus 0.5%)

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003

Related Parties (Shareholdings) Rangsit Plaza Co., Ltd. (non-interest bearing) Total Less : Allowance for loss from investments in subsidiary companies recorded at by the equity method (Note 8) Allowance for doubtful accounts Net

Trade Accounts Payable

Central Trading Co., Ltd. Central Garment Factory Co., Ltd. Cetrac International Co., Ltd. Central Department Store Co., Ltd. Other companies Total

062

19,687 344,569

19,687 405,792

(344,569) -

(344,569) 61,223

(61,223) (344,569) -

50,195 30,247 33,405 5,240 10,130 129,217

49,075 27,496 26,589 5,679 3,893 112,732

31,280 17,405 18,410 4,891 8,837 80,823

32,095 15,363 14,538 4,945 3,332 70,273

59,079

153,393

9,509 9,597 5,909

7,243 13,524 2,467

870,063 76

867,821 177

Short-Term Loans and Advances (Interest rate per annum)

Direct Subsidiaries

Robinson Rajdamri Co., Ltd. (0.75%) Robinson Sukhumvit Co., Ltd. (non-interest bearing) Kruerkaew Co., Ltd. (2.75%) RD Pattana Co., Ltd. (2.75%) R - Trading (L) BHD. (non-interest bearing) Other companies

Related Parties (Shareholdings/ Directorships)

Central Retail Corporation Co., Ltd. (15%) Other companies Total

16,096 10,831 26,927

14,594 2,871 17,465

201 6,078 960,512

2,846 1,047,471

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003

Long-Term Loan

(interest rate per annum)

Direct Subsidiary

Robinson Sukhumvit Co., Ltd. (2%)

Deferred lease income Related Party

Central Food Retail Co., Ltd.

174,712

113,300

122,470

Movements of short-term loans and advances to related parties in the Company没s financial statements for the year ended December 31, 2004 were as follows: In Thousand Baht

Balance as at January 1, 2004 Increase during the period Decrease during the period

Balance as at December 31, 2004

Subsidiaries 5,782,580 22,034,810 (21,690,212) 6,127,178

Associates -

Other Related parties -

Movements of long-term loans to related parties in the consolidated financial statements of the Company and subsidiaries for the year ended December 31, 2004 were as follows: In Thousand Baht

Balance as at January 1, 2004 Increase during the period Decrease during the period

Balance as at December 31, 2004

Subsidiaries -

Associates 324,882 324,882

Other Related parties 19,687 19,687

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 Movements of long-term loans to related parties in the Company’s ﬁnancial statements for the year ended December 31, 2004 were as follows: In Thousand Baht

Balance as at January 1, 2004 Increase during the period Decrease during the period

Balance as at December 31, 2004

Subsidiaries 61,223 61,223

Associates 324,882 324,882

Other Related parties 19,687 19,687

Movements of short-term loans and advances from related parties in the consolidated financial statements of the Company and subsidiaries for the year ended December 31, 2004 were as follows: In Thousand Baht

Balance as at January 1, 2004 Increase during the period Decrease during the period

Balance as at December 31, 2004

064

Subsidiaries -

Associates -

Other Related parties 17,765 11,408 (1,946) 26,927

Movements of short-term loans and advances from related parties in the Company’s ﬁnancial statements for the year ended December 31, 2004 were as follows: In Thousand Baht

Balance as at January 1, 2004 Increase during the period Decrease during the period

Balance as at December 31, 2004

Subsidiaries 1,044,625 8,613,224 (8,703,616) 954,233

Associates -

Other Related parties 2,846 5,370 (1,937) 6,279

Movements of long-term loans from related parties in the Company’s ﬁnancial statements for the year ended December 31, 2004 were as follows: In Thousand Baht

Balance as at January 1, 2004 Increase during the period Decrease during the period

Balance as at December 31, 2004

Subsidiaries 113,300 -

Associates -

Other Related parties -

113,300

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 5. TRADE ACCOUNTS RECEIVABLE As at December 31, 2004 and 2003, the Company and its subsidiaries had outstanding balances of trade accounts receivable aged by number of months as follows: In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003

Related Parties

Less than and up to 3 months Over 3 months up to 6 months Over 6 months up to 12 months Over 12 months

Total

Less allowance for doubtful accounts

Net Other Companies

Less than and up to 3 months Over 3 months up to 6 months Over 6 months up to 12 months Over 12 months

Total

Less allowance for doubtful accounts

Net

45,744 160 215 17 46,136 46,136

23,914 69 168 19,567 43,718 (20,723) 22,995

55,379 194 207 55,780 55,780

39,708 227 341 19,288 59,564 (19,130) 40,434

142,696 11,749 774 4,875 160,094 (5,534) 154,560

105,802 6,515 4,316 23,185 139,818 (19,345) 120,473

96,440 5,943 379 3,578 106,340 (3,578) 102,762

73,358 4,820 2,971 15,564 96,713 11,197 85,516

6. INVENTORIES In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003 Merchandise Less - Allowance for shortage, damage, obsolete and slow-moving inventories Total

526,260

558,223

336,175

368,844

(37,766) 488,494

(37,478) 520,745

(24,122) 312,053

(23,736) 345,108

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 7. OTHER CURRENT ASSETS In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003 Accrued income Prepaid expenses Advances Revenue Department receivable Others Total

21,981 19,037 11,114 24,538 76,670

17,677 18,195 12,134 11,055 10,180 69,241

16,150 13,796 6,541 17,789 54,276

14,213 13,582 7,642 7,194 42,631

8. INVESTMENTS IN SHARES OF RELATED PARTIES Investments Recorded by the Equity Method As at December 31, 2004 and 2003, investments recorded by the equity method consisted of the investments in shares of subsidiaries and associates in the Company没s financial statements, and investments in shares of associates in the consolidated financial statements.

066

Investments recorded by the equity method in the consolidated financial statements of the Company and its subsidiaries as at December 31, 2004 consisted of: In Thousand Baht

Type of Business

Relationship

Paid-up Capital

% Share

At Cost At Equity

(In Thousand Baht)

Holding

Method Method Dividends

Associates CRC Sports, Co., Ltd.

Sport Equipment Store

Shareholding

370,000

29.19

108,000

94,970

Electric Equipment Store

Shareholding

560,000

40.00

224,000

350,423

Shopping Center

Shareholding

500,000

24.00

120,000

10,194

Square Ritz Plaza Co., Ltd.

Investing Company

Shareholding

125,000

24.00

30,000

29,858

D C R Co., Ltd.

Investing Company

Shareholding

428,200

20.86

89,323

34,584

1,983,200

571,323

520,029

(74,636)

1,983,200

571,323

445,393

Power Buy Co., Ltd. Siam Retail Development Co., Ltd.

Total Less allowance for impairment Net

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

Investments recorded by the equity method in the Company’s ﬁnancial statements as at December 31, 2004 consisted of: In Thousand Baht Paid-up Capital Type of Business

Relationship (In Thousand Baht)

% Share

At Cost

Holding

Method

At Equity Method Dividends

Subsidiaries CR Rajchaburi (Thailand) Co., Ltd.

Department Store

Shareholding

1,700,000

50.00

51,250

51,092

Dormant Company

Shareholding

46,000

99.35

45,701

59,870 91,400

Robinson Sukhumvit Co., Ltd. Dormant Company

Shareholding

100,000

99.99

100,000

105,217

Robinson Rajdamri Co., Ltd.

Sapanmai Department Store Co., Ltd.

Dormant Company

Shareholding

20,000

74.50

14,900

16,106

Kruerkaew Co., Ltd.

Dormant Company

Shareholding

40,000

99.99

40,000

58,044

Robinson S.P.V. Co., Ltd.

Investing Company

Shareholding

1,000

99.99

1,000

3,576

R-Trading (L) BHD.

Investing Company

Shareholding

99.92

884,149

Total

1,907,050

252,901

1,178,054 91,400

Associates CRC Sports Co., Ltd.

Sport Equipment Store

Shareholding

370,000

29.19

108,000

94,970

Power Buy Co., Ltd.

Electric Equipment Store

Shareholding

560,000

40.00

224,000

350,423

Siam Retail Development Co., Ltd.

Shopping Center

Shareholding

500,000

24.00

120,000

10,194

Square Ritz Plaza Co., Ltd

Investing Company

Shareholding

125,000

24.00

30,000

29,858

D C R Co., Ltd.

Investing Company

Shareholding

428,200

20.86

89,323

34,584

Total

1,983,200

571,323

520,029

(74,636)

Net

1,983,200

571,323

445,393

Total Investments

3,890,250

824,224

1,623,447

Less allowance for impairment

91,400

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 Investments recorded by the equity method in the consolidated financial statements of the Company and its subsidiaries as at December 31, 2003 consisted of: In Thousand Baht Paid-up Capital

% Share

At Cost At Equity

(In Thousand Baht)

Holding

Method Method Dividends

Type of Business

Relationship

Sport Equipment Store

Shareholding

370,000

29.19

108,000

68,108

Electric Equipment Store Shareholding

560,000

40.00

224,000 276,155

Associates CRC Sports, Co., Ltd. Power Buy Co., Ltd. Siam Retail Development Co., Ltd.

Shopping Center

Shareholding

500,000

24.00

120,000

10,194

Square Ritz Plaza Co., Ltd.

Investing Company

Shareholding

125,000

24.00

30,000

29,858

D C R Co., Ltd.

Investing Company

Shareholding

428,200

20.86

89,323

34,584

571,323 418,899

Total

1,983,200

Less allowance for impairment

Net

1,983,200

(74,636)

571,323 344,263

Investments recorded by the equity method in the Companyâ&#x20AC;&#x2122;s ďŹ nancial statements as at December 31, 2003 consisted of: In Thousand Baht

068

Paid-up Capital

% Share

At Cost

At Equity

(In Thousand Baht)

Holding

Method

Method Dividends

Type of Business

Relationship

Dormant Company

Shareholding

46,000

99.35

45,701

148,314

Robinson Sukhumvit Co., Ltd. Dormant Company

Shareholding

100,000

99.99

100,000

106,172

Subsidiaries Robinson Rajdamri Co., Ltd.

Sapanmai Department Store Co., Ltd.

Dormant Company

Shareholding

20,000

74.50

14,900

16,025

Kruerkaew Co., Ltd.

Dormant Company

Shareholding

40,000

99.99

40,000

61,947

Rebinson S.P.V. Co., Ltd.

Investing Company

Shareholding

1,000

99.99

1,000

993

R-Trading (L) BHD.

Investing Company

Shareholding

99.92

883,705

201,651 1,217,156

Total

207,050

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 In Thousand Baht Paid-up Capital

% Share

At Cost At Equity

(In Thousand Baht)

Holding

Method

Type of Business

Relationship

Method Dividends

Sport Equipment Store

Shareholding

370,000

29.19

108,000

68,108

Electric Equipment Store Shareholding

560,000

40.00

224,000

276,155

Associates CRC Sports Co., Ltd. Power Buy Co., Ltd. Siam Retail Development Co., Ltd.

Shopping Center

Shareholding

500,000

24.00

120,000

10,194

Square Ritz Plaza Co., Ltd

Investing Company

Shareholding

125,000

24.00

30,000

29,858

D C R Co., Ltd.

Investing Company

Shareholding

428,200

20.86

89,323

34,584

571,323

418,899

Total

1,983,200

Less allowance for impairment

(74,636)

344,263

772,974 1,561,419

Net

1,983,200

571,323

Total Investments

2,190,250

General Investments Recorded by the Cost Method General investments recorded by the cost method in the consolidated financial statements of the Company and its subsidiaries as at December 31, 2004 consisted of: In Thousand Baht Paid-up Capital Type of Business

% Share Investment

Relationship (In Thousand Baht) Holding

Value

Book Store

Shareholding

170,000

12,713

Rangsit Plaza Co., Ltd.

Department Store

Shareholding

400,000

6.56

26,250

Wattanawana Co., Ltd.

Department Store

Shareholding

600,000

19.58

117,500

Siam Family Mart Co., Ltd.

Convenient Store

Shareholding

800,000

2.50

20,000

176,463

Samakeesan (Dokya) Co., Ltd.

Total Less allowance for impairment Net

1,970,000 1,970,000

4.15

(176,463) -

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

General investments recorded by the cost method in the Companyâ&#x20AC;&#x2122;s financial statements as at December 31, 2004 consisted of : In Thousand Baht Paid-up Capital Type of Business

% Share Investment

Relationship (In Thousand Baht) Holding

Value

Samakeesan (Dokya) Co., Ltd.

Book Store

Shareholding

170,000

4.15

12,713

Rangsit Plaza Co., Ltd.

Department Store

Shareholding

400,000

6.56

26,250

Siam Family Mart Co., Ltd.

Convenient Store

Shareholding

800,000

2.50

20,000

58,963

(58,963)

Total

1,370,000

Less allowance for impairment

Net

1,370,000

General investments recorded by the cost method in the consolidated financial statements of the Company and its subsidiaries as at December 31, 2003 consisted of: In Thousand Baht Paid-up Capital

070

Type of Business

% Share Investment

Relationship (In Thousand Baht) Holding

Value

Samakeesan (Dokya) Co., Ltd.

Book Store

Shareholding

170,000

4.15

12,713

Rangsit Plaza Co., Ltd.

Department Store

Shareholding

400,000

6.56

26,250

Wattanawana Co., Ltd.

Department Store

Shareholding

600,000

19.58

117,500

Siam Family Mart Co., Ltd.

Convenient Store

Shareholding

150,000

13.33

20,000

1,320,000

176,463

(176,463)

1,320,000

Total Less allowance for impairment Net

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

General investments recorded by the cost method in the Company’s financial statements as at December 31, 2003 consisted of : In Thousand Baht Paid-up Capital Type of Business

% Share Investment

Relationship (In Thousand Baht) Holding

Value

Samakeesan (Dokya) Co., Ltd.

Book Store

Shareholding

170,000

4.15

12,713

Rangsit Plaza Co., Ltd.

Department Store

Shareholding

400,000

6.56

26,250

Siam Family Mart Co., Ltd.

Convenient Store

Shareholding

150,000

13.33

20,000

58,963

Total

720,000

Less allowance for impairment Net

(58,963)

720,000

Provision for loss from investments in subsidiary companies recorded by the equity method Provision for loss from investments in subsidiaries exceeding investment value in the Companyûs financial statements as at December 31, 2004 consisted of : In Thousand Baht Paid-up Capital Type of Business

Relationship (In Thousand Baht)

% Share

At Cost

Holding

Method

At Equity Method Dividends

Subsidiaries Robinson Anusawaree Co., Ltd. Dormant Company

Shareholding

8,000

99.91

8,000

69,948

Robinson Nakarin Co.,Ltd.

Dormant Company

Shareholding

105,000

99.86

104,853

124,053

Kruerpetch Co., Ltd.

Investing Company

Shareholding

11,250

99.99

11,250

121,408

CR (Thailand) Co., Ltd.

Investing Company

Shareholding

501,000

99.99

501,000

3,840,186

Real Estate

Shareholding

3,000

99.98

3,000

2,918

Dormant Company

Shareholding

75,000

99.80

74,850

22,870

702,953

4,181,383

RD Pattana Co., Ltd. Robinson Ratchada Co., Ltd. Total

703,250

Shown in the Company s financial statements under the caption: - Provision for loss from investments in subsidiary companies recorded by the equity method

65,310

- Deduction against short-term loans and advances to subsidiary companies (Note 4) Net

4,116,073 4,181,383

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

Provision for loss from investments of subsidiaries exceeding investment value in the Company没s statements as at December 31, 2003 consisted of: In Thousand Baht Paid-up Capital Type of Business

Relationship (In Thousand Baht)

% Share

At Cost

Holding

Method

At Equity Method Dividends

Robinson Anusawaree Co., Ltd. Dormant Company

Shareholding

8,000

99.91

8,000

64,892

Robinson Nakarin Co.,Ltd.

Dormant Company

Shareholding

105,000

99.86

104,853

110,639

Kruerpetch Co., Ltd.

Investing Company

Shareholding

11,250

99.99

11,250

111,294

CR (Thailand) Co., Ltd.

Investing Company

Shareholding

501,000

99.99

501,000 3,799,151

Real Estate

Shareholding

3,000

99.98

Dormant Company

Shareholding

75,000

99.80

RD Pattana Co., Ltd. Robinson Ratchada Co., Ltd. Total

703,250

3,000

4,310

74,850

15,247

702,953 4,105,533

没

Shown in the Company s financial statements under the caption: - Provision for loss from investments in subsidiary companies recorded by the equity method

60,811

- Deduction against short-term loans and advances to subsidiary companies (Note 4)

072

3,983,499

- Deduction against long-term loan to subsidiary company (Note 4) Net

61,223 4,105,533

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

The Company and subsidiaries pledge shares of subsidiaries and associated companies with net book value as at December 31, 2004 and 2003 approximately Baht 1,623.4 million and Baht 1,561.4 million, respectively, as discussion in Note 14.

9. PROPERTY, PLANT AND EQUIPMENT In Thousand Baht Consolidated As at January 1, 2004

Land

Cost Less revaluation reduction Add revaluation increment Land - Net

Movement During the Year Addition Deduction

280,834 (105,180) 191,242 366,896

Cost Less revaluation reduction Leasehold improvements - Net

1,381,534 (589,964) 791,570

Buildings, constructions and improvements - At Cost

1,126,818

37,058

270,799

16,034

3,705

283,128

Cost Less revaluation reduction Building system equipment - Net

1,237,441 (113,696) 1,123,745

41,254 41,254

108,918 108,918

1,169,777 (113,696) 1,056,081

Furniture, fixtures and office equipment - At Cost

1,741,331

64,691

38,106

1,767,916

Vehicles - At Cost

18,419

288

18,200

Construction in progress - At Cost

29,856

75,551

86,547

18,860

5,469,434

234,657

237,599

5,466,492

Leasehold improvements

Information system equipment - At Cost Building system equipment

Total Property and Equipment

As at December 31, 2004 280,834 (105,180) 191,242 366,896

35 35

1,381,499 (589,964) 791,535

1,163,876

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 In Thousand Baht The Company Only As at January 1, 2004

Accumulated Depreciation

Leasehold improvements Buildings, constructions and improvements Information system equipment Building system equipment Furniture, fixtures and office equipment Vehicles Total Accumulated Depreciation

Property and Equipment - Net Land

074

Cost Less revaluation reduction Add revaluation increment Land - Net

Movement During the Year Addition Deduction

As at December 31, 2004

(522,045)

(49,391)

(571,415)

(426,724) (201,358) (740,186) (1,572,290) (15,828) (3,478,431)

(67,437) (23,351) (109,813) (97,011) (1,207) (348,210)

1,357 108,906 36,296 289 146,869

(494,161) (223,352) (741,093) (1,633,005) (16,746) (3,679,772)

1,991,003

69,538 (20,780) 191,242 240,000

1,786,720

69,538 (20,780) 191,242 240,000

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 In Thousand Baht The Company Only As at January 1, 2004

Leasehold improvements

Cost Less revaluation reduction Leasehold improvements - Net

1,309,921 (576,955) 732,966

Movement During the Year Addition Deduction -

35 35

As at December 31, 2004 1,309,886 (576,955) 732,931

Buildings, constructions and improvements - At Cost

328,057

29,056

357,113

Information system equipment - At Cost

224,665

13,165

136

237,694

814,598 (68,189) 746,409

26,868 26,868

108,872 108,872

732,594 (68,189) 664,405

1,239,483

46,607

28,424

1,257,666

257

11,692

Building system equipment

Cost Less revaluation reduction Building system equipment - Net

Furniture, fixtures and office equipment - At Cost Vehicles - At cost

11,949

Construction in progress - At Cost

10,957

64,494

61,261

14,190

3,534,486

180,190

198,985

3,515,691

Total Property and Equipment

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 In Thousand Baht The Company Only As at January 1, 2004

Accumulated Depreciation

Leasehold improvements (507,934) Buildings, constructions and improvements (102,814) Information system equipment (171,802) Building system equipment (521,520) Furniture, fixtures and office equipment (1,122,650) Vehicles (10,116) Total Accumulated Depreciation (2,436,836)

Property and Equipment - Net

Movement During the Year Addition Deduction

(45,415) (23,146) (18,729) (69,686) (69,796) (856) (227,628)

As at December 31, 2004

(553,329)

89 108,871 27,988 257 137,225

(125,960) (190,442) (482,335) (1,164,458) (10,715) (2,527,239)

1,097,650

988,452

In September 1995, the Company and its subsidiaries appraised certain plots of and certain leasehold rights to market prices by an independent appraiser. The excess of revalued amounts over costs of approximately Baht 540.6 million and Baht 1,464.5 million, respectively, have been presented as

076

莽Revaluation increment in assets茅 under

Shareholders没 Equity in the balance sheets.

In June 1999, the Company and its subsidiaries reappraised every parcel of land, by an independent appraiser, including all land stated at appraisal value mentioned in the above paragraph. As a result of the revaluation, the revaluation increment in assets presented under the shareholders没 equity was reduced by Baht 355 million. For the revaluation of other plots of land (stated at cost since these had never been appraised), the revalued amount was lower than cost by Baht 52 million, which was charged to operations. The Company and subsidiaries mortgage and pledge property and equipment with net book value as at December 31, 2004 and 2003 approximately Baht 291.6 million and Baht 291.9 million, respectively, as discussion in Note 14.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

10. LEASEHOLD RIGHTS In Thousand Baht Consolidated

Leasehold Rights - Net

As at January 1, 2004 2,368,482

Movement During the Year Addition Deduction 59,225 229,007

As at December 31, 2004 2,198,700

In Thousand Baht The Company Only

Leasehold Rights - Net

As at January 1, 2004 1,614,164

Movement During the Year Addition Deduction 59,225 191,329

As at December 31, 2004 1,482,060

In September 1995, the Company and its subsidiaries appraised certain plots of and certain leasehold rights to market prices by an independent appraiser as discussion in Note9. In December 1999, the Company and its subsidiaries reappraised each leasehold rights, by an independent appraiser using joint methodologies among Sales Comparison Approach (Market Approach), Discounted Cashflow Analysis and Income Capitalization Approach, including leasehold rights stated at appraisal value mentioned in the above. As a result of the revaluation, the revaluation increment in assets presented under the shareholders没 equity was reduced by Baht 248.9 million. For the revaluation of other leasehold rights (stated at cost since these had never been appraised), the revalued amount was lower than cost by Baht 3,406.9 million, which was charged to operations. The Company and subsidiaries have various leasehold agreements covering land and buildings for their department stores. The leasehold agreements are for the periods ranging from 20 to 30 years.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 11. OTHER NON-CURRENT ASSETS In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003 Restricted investments in fixed deposits Guarantees and deposits Receivable from the Revenue Department Unused land Unused fixed assets - net Goodwill - net (net of loss on impairment of assets of Baht 430 million) Others Total

65,436 62,482 40,780 140,913 7,530

65,414 63,090 106,619 140,913 9,306

49,200 60,888 24,673 -

49,200 61,487 55,508 -

61,584 83,587 462,312

10,147 88,338 483,827

63,162 197,923

64,556 230,751

Land not used in operations was appraised in 1999 reflecting an amount higher than cost amounting to Baht 287.1 million. The Company presents the amount of Baht 140.9, which is the amount net from revaluation increment in asset.

12. LIABILITIES UNDER DEBT RESTRUCTURING AGREEMENTS OF SUBSIDIARIES

078

On March 11, 2002, CR (Thailand) Co., Ltd. (CRT), a subsidiary, signed debt restructuring agreement with a local ﬁnancial institution for overdrafts and related accrued interest expense of CRT and certain subsidiaries totalling approximately Baht 75.5 million. Under the terms of debt restructuring agreement, CRT’s and the subsidiaries’ overdrafts and related accrued interest expense would be settled as follows: a) Principal and accrued interest expense amounting to approximately Baht 29.4 million would be paid by the Company according to the terms, conditions and period specified in the Companyûs rehabilitation plan (Note 13). b) Principal debts owed by CRT and other subsidiaries amounting to approximately Baht 19.3 million had grace period for five (5) years. CRT agreed to repay principal in equal quarterly installments basis within 5 years with the first installment of principal commencing in June 2007 and to pay the first installment of interest on contract signing date. Interest expense on restructured principal is payable in monthly installments at MLR commencing in March 2002. Under the terms of such debt restructuring agreement, liabilities of CRT and other subsidiaries which consisted of a portion of overdrafts and related accrued interest, were waived on the date that the debt restructuring agreement was effective. CRT and the subsidiaries recorded the amount being waived as gain on debt restructuring totalling approximately Baht 36.4 million which was presented as a portion of “Extraordinary Item of Subsidiaries” in the consolidated statements of income and the Company’s statements of income for the year ended December 31, 2002. On March 19, 2002, CRT signed another debt restructuring agreement with a local financial institution for the restructuring of outstanding debt of another subsidiary, which has been liable in respect of overdrafts and related accrued interest expense amounting to approximately Baht 18.5 million. Significant terms of such debt restructuring agreement are as follows:

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

a) Principal and accrued interest of approximately Baht 7.2 million would be paid by the Company in accordance with the terms, conditions and period specified in the Companyûs rehabilitation plan (Note 13). b) The right to claim partial outstanding debt owed by such subsidiary had been assigned from the financial institution to CRT approximately Baht 11.3 million and CRT agreed to pay to the financial institution the consideration for such claim assignment approximately Baht 5 million. Such consideration has already been paid by CRT on the contract signing date. CRT also entered into a loan agreement with such financial institution to borrow from the financial institution the amount of Baht 4.7 million for the payment of said amount of consideration. The principal under loan agreement had grace period of five (5) years. CRT agreed to repay the principal on the basis of equal quarterly installments within five (5) years, commencing in June 2007. The first installment of interest has been paid since March 2002. The interest rate under the loan agreement is MLR which shall be calculated from March 2002 onwards. CRT and the subsidiary recorded the difference of the future payment amount according to the debt restructuring agreements which is lower than book value of the subsidiary’s overdrafts and related accrued interest expense at the contractual date amounting to approximately Baht 10.1 million as gain on debt restructuring presenting as a portion of “Extraordinary Item of Subsidiaries” in the consolidated statements of income and the Company’s statements of income for the year ended December 31, 2002. In addition, CRT is required to comply with certain conditions and restrictions stipulated in the agreements mentioned above such as not directly or indirectly creating new loans or obligation with creditors or any other parties including asset guarantee, pledge, and mortgage, unless otherwise relating to the Companyûs rehabilitation plan. During the year 2004, CRT and other subsidiaries made fully repayments back to the said financial institution.

13. REHABILITATION PLAN On June 10, 1998, the Company temporarily suspended payments of its financial debts in conjunction with the commencement of a restructuring of its indebtedness. These suspensions constituted events of defaults, the occurrence of which enables lenders to declare their debt due and demand immediate repayment. On May 2, 2000, the Central Bankruptcy Court ordered the Company to enter into business rehabilitation and appointed Robinson Planner Limited to be the plan preparer. On December 20, 2000, the Court approved the rehabilitation plan and appointed Robinson Planner Limited to be the plan administrator and to operate the business of the Company in accordance with the rehabilitation plan. Under the rehabilitation plan, the Company is required to comply with outlined conditions as follows: (a) On June 13, 2001, the Company proceeded with the registration of decrease in the Companyûs registered share capital, which was reserved for convertible debentures from Baht 1,870,000,000 (ordinary share 187,000,000 shares at Baht 10 par value) to Baht 1,480,881,510 (ordinary share 148,088,151 shares at Baht 10 par value) and on June 15, 2001, the Company proceeded with the registration for the increase of the Companyûs registered share capital from Baht 1,480,881,510 (ordinary share 148,088,151 shares at Baht 10 par value) to Baht 14,808,815,100 (ordinary share 1,480,881,510 shares at Baht 10 par value).

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003

(b) On October 5, 2001, the Company issued the partially secured amortizing notes (convertible upon default) in the amount of Baht 3,614.5 million, for allocating to the unsecured ﬁnancial creditors as described in the rehabilitation plan of the Company, and in October 2001, the Company has provided, to the extent possible, the Noteholders’ representative, acting on behalf of the unsecured ﬁnancial creditors who are the Noteholders, the securities for the issuance of such Notes in accordance with the conditions stipulated in the rehabilitation plan and other related documents. (c) On October 10, 2001, and November 13, 2001, the Company made initial repayments to the unsecured financial creditors of the Company in the amount of totalling Baht 956 million. (d) On October 30, 2002, the Company converted unsecured debt of approximately Baht 1,777 million into approximately 888 million ordinary shares, representing 60% of the enlarged total share capital of the Company. The conversion of unsecured debt into ordinary share was made at the rate of Baht 2 per share, resulting in a discount on share capital of approximately Baht 7,108.2 million. The ordinary shares issued to the unsecured financial creditors, approximately 311 million ordinary shares (CRC Option Shares), representing 21% of the enlarged total share capital of the Company were issued to CRC (Central Retail Corporation Ltd. and its designee) in line with conditions and time indicated in the Company’s rehabilitation plan in April 2003.

080

(e) On October 30, 2002, the Company issued approximately 370 million ordinary shares, representing 25% of the enlarged total share capital of the Company to CRC (CRC Support Shares) at Baht 0.0001 per share resulting in an increase in discount on share capital of approximately Baht 3,702.2 million. The CRC support shares would be conditionally assigned to the unsecured financial creditors. The Security Agent will hold the share certificates. The condition assignment will be released and the share certificates will be released to CRC pro rata to the total repayments of principal and interest. In addition, on October 30, 2002, the Company issued approximately 74 million ordinary shares, representing 5% of the enlarged total share capital of the Company, to a Special Purpose Vehicle, owned by the management of the Company (MIOP Shares) at Baht 0.0001 per share resulting to increase in discount on share capital of approximately Baht 740.4 million. These shares would be conditionally assigned to the unsecured financial creditors. The Security Agent would hold the share certificates. To the extent these shares are earned by management, the conditional assignment, and custody of the Security Agent will be released within 5 years. In consideration for the issuance of new ordinary shares to CRC and the Special Purpose Vehicle, CRC and the Company’s management undertake to provide their continuous support for the Company. (f) On November 8, 2002, the Company proceeded with the registration of decrease in the Company’s capital from Baht 14,808,815,100 (ordinary share 1,480,881,510 shares at Baht 10 par value) to Baht 11,106,611,330 (ordinary share 1,110,611,133 shares at Baht 10 par value). The purpose of the capital reduction is to reduce the Company’s deficit as stipulated in the rehabilitation plan. (g) On November 8, 2002, the portion of debt remaining was forgiven by the unsecured ﬁnancial creditors in line with the condition stipulated in the Company’s rehabilitation plan. The Company recorded the difference of the total of the partially secured amortizing notes and related interest, the amount of initial repayment and the ordinary shares issued to creditors, which is lower than book value of debt under the Company’s rehabilitation plan, as gain on debt restructuring totalling approximately Baht 14,747.8 million and presented this as a portion of “Extraordinary Item” in the consolidated statement of income and the Company’s statement of income for the year ended December 31, 2002.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 (h) During the third quarter of 2002, a subsidiary entered into a debt restructuring agreement with a local financial institution to settle the Company’s debt as a guarantor, of Baht 159.2 million. Such liability bears interest at the rate of MLR and has to be repaid on January 1, 2003. Sebsequently, the financial institution made three amendments to the debt restructuring agreement to extend the repayment date in which the most recent repayment date was scheduled on April 1, 2004, with the interest rate at MLR. On May 10, 2004, the Company entered into a new amendment to the debt restructuring agreement with the said financial institution to extend the repayment schedule into the three consecutive periods as specified in the agreement. The final repayment will be within December 30, 2005 with MLR interest rate. During the year 2004, the subsidiary made repayments to a financial institution of Baht 159.2 million.

14. PARTIALLY SECURED AMORTIZING NOTES (CONVERTIBLE UPON DEFAULT) In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003 Principal amount Interest Total Less portion due within one year Net

515,851 205,816 721,667 (721,667) -

2,473,273 735,826 3,209,099 (372,722) 2,836,377

2,115,308 558,741 2,674,049 (2,674,049) -

2,484,595 735,826 3,220,421 (372,722) 2,847,699

On October 5, 2001, the Company issued partially secured amortizing notes (convertible upon default) totalling Baht 3,614.5 million pursuant to the rehabilitation plan of the Company. (Note 13) The notes bear interest at the rate specified in the Terms and Conditions and included as part of future payable amounts. The Company shall make an amortized repayment of interest together with principal amount and times specified in the Terms and Conditions through maturity date, which means the earliest of December 31, 2005 or the date when all of the Notes have been fully redeemed and/or converted into shares of the Company. The conversion right attaching to a note may be exercised, at the option of the holder thereof, at any time and not less than 15 business days following the occurrence of an event of default. The number of shares to be issued on conversion of a note will be determined by dividing the aggregate of the principal amount of the notes to be converted and interest due to the maturity date and the bonus payment by the conversion price in effect at the conversion date, which means the market price as at the conversion date. The Noteholders may by a special resolution direct that all Noteholders shall convert their notes into shares on a pro rata basis in accordance with Terms and Conditions (Mandatory Conversion). Nevertheless, the Company has the right to make early redemption according to the Terms and Conditions. The Company and subsidiaries have mortgaged and pledged property and equipment including shares of subsidiaries and associated companies with net book value as at December 31, 2004 and 2003 approximately Baht 1,915.0 million and Baht 1,853.3 million, respectively, as collaterals for these notes. The Company has presented the portion due within one year of partially secured amortizing notes (convertible upon default) under current liabilities in the balance sheets.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 15. THE VOLUNTARY DEBT REFINANCE PROGRAM The Voluntary Debt Refinance Program (”VDRP”) was launched by the Company to reduce the refinancing risk upon the maturity of the Notes in 2005 (Note13). In order for the VDRP to be implemented the Company has had to amend the rehabilitation plan dated November 14, 2000 to accommodate the repurchase of the Notes. Therefore, the statutory creditors’ meeting was held on November 5, 2003 by the Official Receiver in order to consider and vote for the plan amendment proposal. Accordingly, the plan amendment proposal was approved by special resolution of the creditors’ meeting according to the Bankruptcy Act. Further to the above, creditors meeting pursuant to the Bankruptcy Act, the Noteholders’ Representative called the Noteholders meeting according to the term and condition of the Note on November 5, 2003 for the Noteholders to consider and vote on the proposal to amend the terms and conditions of the Note for consistency between the terms and conditions of the Note and the rehabilitation plan as amended. The resolution of the meeting unanimously resolved to approve such amendment proposal. On December 29, 2003 the Central Bankruptcy Court approved the plan amendment as approved by the creditors’ meeting . As a consequence, the plan amendment and the term and conditions amendment have become effective and the Company is able to proceed with implementing the VDRP.

082

In January 2004, the Company started implementing the VDRP program by having Robinson S.P.V. , Ltd. (“SPV”), the Company s subsidiary, sign long-term loan agreements with 2 local banks on January 16, 2004 with credit line not exceeding Baht 2,700 million, Baht 1,350 million from each bank , at the interest rate of average minimum lending rate of lending banks (MLR) minus 1.75% per annum or 4% per annum, which ever is higher. The proceeds drawn down under the agreements shall be used by SPV to repurchase the Notes pursuant to the VDRP during the period from January 16, 2004 to December 30, 2005. Consequently, the Company and its subsidiary have made four offerings to repurchase Notes during the year 2004. The tender offer prices were set at Baht 115.01, Baht 119.13, Baht 119.50 and Baht 120 for the ﬁrst to the fourth offer, respectively, which offer prices were below the book value of the Notes (Par value of Baht 100 each). Accordingly, 77.04% of the total outstanding principal of Notes as at December 31, 2004 or 16,996,310 units was tendered. The premium over par value paid by the subsidiary for the repurchased Notes will be compensated throughout the agreement period by the difference between the subsidiary’s loan rate and the coupon rate of the Note to be received by the subsidiary, which is lower than the loan rate, and the bonus payment to be received by the subsidiary according to the terms and conditions of the Notes. During the year 2004, SPV has commenced the drawdown of the loan for payment to the Noteholders, who tendered their Notes, and pledged repurchased Notes with the lending banks as collateral for the loans.

16. LEGAL RESERVE AND DIVIDEND DISTRIBUTION OF SUBSIDIARY Under the Public Limited Companies Act B.E. 2535, the Company is required to appropriate at least 5% of its annual net income after deduction of the deficit brought forward (if any) at each dividend declaration as reserve fund until the reserve not less than 10% of the registered capital. The reserve is not available for dividend distribution. At the directors’ meeting of Robinson Rajdamri Co., Ltd., a local direct subsidiary, held on July 5, 2004, the directors of the subsidiary approved the distribution of dividends from the unappropriated retained earnings as at June 30, 2004, at Baht 100,000 per share for 920 common shares, totalling Baht 92,000,000. The subsidiary had completely made appropriation for legal reserve at the rate of 10% of the authorized share capital.

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 At the ordinary shareholders’ meeting of CR Phuket (Thailand) Co., Ltd., a local subsidiary, held on April 25, 2003, the shareholders of the subsidiary approved the distribution of dividends from net profit for the year 2002 at Baht 38.4 per share for 1,770,000 common shares, totalling Baht 67,968,000 and made an appropriation for legal reserve at the rate of 5% of annual net profit amounting to Baht 2,801,097. On April 30, 2004, the shareholders of the subsidiary approved the distribution of dividends from the retained earnings as at December 31, 2003, Baht 45 per share for 1,770,000 common shares, totalling Baht 79,650,000 and made an appropriation for legal reserve at the rate of 5% of annual net profit amounting to Baht 2,960,816.

17. OTHER INCOME In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003 Utilities income Promotion and advertising income Management fee income Income sharing and trade commissions Miscellaneous income Total

172,914 37,685 6,545 6,967 131,328 355,439

167,119 45,060 5,974 7,398 157,706 383,257

101,721 38,838 97,483 5,655 93,416 337,113

106,599 44,747 89,344 5,359 140,517 386,566

18. INCOME TAX The Company and certain subsidiaries had no income tax expense for the year ended December 31, 2004 because of the utilization of tax loss carry forwards.

19. FINANCIAL INSTRUMENTS As at December 31, 2004 and 2003, the Company and subsidiaries did not speculate in or engage in the trading of any derivative financial liabilities.

Liquidity Risk Liquidity risk arises from the problem in raising funds adequately and in time to meet commitment as indicated in the financial liabilities. The management believes that the Company and subsidiaries have no such risk.

Interest Rate Risk As at December 31, 2004 and 2003, the Company and subsidiaries had risk from the changing value of financial assets and financial liabilities, from changing market interest rates as follows:

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 2004 Consolidated In Thousand Baht Floating

Fixed interest rate maturing in:

Average interest rate

Interest

1 year or

Over 1 to

More than

Floating

Fixed

rate

less

5 Years

Total

Financial assets Cash at financial institutions Restricted investment in fixed deposits

1,584,555

0.25-1.50

65,436

0.50-1.00

1,795,045

MLR-1.75

26,927

15.00

Financial liabilities Long-term loan from financial institutions Short - term loans and advances from related parties

The Company Only In Thousand Baht Floating

084

Fixed interest rate maturing in:

Interest

1 year or

Over 1 to

More than

rate

less

5 Years

468,793

49,200

6,127,178

Average interest rate Floating

Fixed

468,793

0.25-1.25

49,200

0.50-1.00

6,127,178

Total

Financial assets Cash at financial institutions Restricted investment in fixed deposits Short-term loans and advances to subsidiaries Long-term loans to related parties

MOR+1.5

61,223

6.00

960,512

MOR+1.5

113,300

2.00

61,223

Financial liabilities Short-term loans and advance from Related parties Long-term loan from subsidiary

960,512 -

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 2003 Consolidated In Thousand Baht Floating

Fixed interest rate maturing in:

Average interest rate

Interest

1 year or

Over 1 to

More than

Floating

Fixed

rate

less

5 Years

Total

1,310,401

0.25

65,414

0.75-1.00

159,193

MLR

17,465

15.00

Financial assets Cash at financial institutions Restricted investments in fixed deposits

Financial liabilities Liabilities under guarantee agreement of subsidiary Short - term loans and advances from related parties

The Company Only In Thousand Baht Floating

Fixed interest rate maturing in:

Interest

1 year or

Over 1 to

More than

rate

less

5 Years

322,413

49,200

5,782,580

1,047,471

113,300

Average interest rate Floating

Fixed

322,413

0.25

49,200

1.00

5,782,580

61,223

Total

Financial assets Cash at financial institutions Restricted investment in fixed deposits Short-term loans and advances to subsidiaries Long - term loans to related parties

61,223

MOR+1.5

6.00

Financial liabilities Short - term loans and advances from related parties Long-term loan from subsidiary

1,047,471 113,300

2.75

2.00

ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 Credit Risk Credit risk is the risk that a counterparty is unable or unwilling to meet a commitment that they entered into with the Company and subsidiaries. The management believes that the Company and subsidiaries do not face any significant credit risks due mainly to recognition of revenue is from cash sales. However, the Company and subsidiaries still face credit risk from loans granted and accrued income from the companies in the group, for which the Company and subsidiaries have set up an allowance to cover the estimated losses.

Fair Value of Financial Assets and Financial Liabilities Financial assets and financial liabilities held to maturity in the normal course of business are recorded at cost or redemption amount as appropriate. Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable, willing parties in an armâ&#x20AC;&#x2122;s length transaction. The Company and subsidiaries use the following methods and assumptions in estimate the fair values of financial assets and financial liabilities. - Financial assets classified as current assets and accounts and notes payable - trade

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The carrying amount approximates fair value because of the short period to maturity of those instruments. - Long-term investments and liabilities under rehabilitation plan The fair value of long-term investment and liabilities under rehabilitation plan cannot be properly calculated. Accordingly, no disclosure is made. - Loans from and loan to related parties The fair value approximates carrying amounts stated in the balance sheets, since interest on financial instruments approximates market rates.

DEPARTMENT STORE PUBLIC COMPANY LIMITED AND SUBSIDIARIES Notes to Financial Statements (Continued) December 31, 2004 and 2003 - Partially secured amortizing notes (Convertible upon default) The fair value of partially secured amortizing notes (convertible upon default) is estimated using a discounted cash flow method based on the current market rate and the remaining period to maturity. As at December 31, 2004 and 2003, the fair value was approximately Baht 2,481.5 million and Baht 2,890.2 million.

20. EMPLOYEE REGISTERED PROVIDENT FUND The Company established a contributory registered provident fund in accordance with the Provident Fund Act. B.E. 2530. The registered provident fund plan was approved by the Office of the Securities and Exchange Commission. Under this plan, the Company contributes an amount equivalent to the employees’ contribution (which is computed on a certain percentage of the employees’ basic salaries). The Company appointed a fund manager to manage the fund in accordance with the terms and conditions prescribed in the Ministerial Regulation No. 2 (B.E. 2532) issued under the Provident Fund Act. B.E. 2530. The Company’s contribution to the fund for the years 2004 and 2003 amounted to approximately Baht 3.4 million and Baht 2.8 million, respectively.

21. COMMITMENT AND CONTINGENT LIABILITIES As at December 31, 2004 and 2003, the Company and its subsidiaries had unused letters of credit and were contingently liable for letters of guarantee issued by the banks to certain government agencies of approximately Baht 77.2 million and Baht 74.8 million, respectively, for the consolidated financial statements and Baht 32.7 million and Baht 33.9 million, respectively, for the Company only financial statements. These credit facilities were guaranteed by certain Company and subsidiaries fixed deposits and note certificates of deposit totalling approximately Baht 65.6 million and Baht 65.4 million, respectively, for the consolidated financial statement and Baht 49.4 million, for the Company only financial statement.

22. ADDITIONAL INFORMATION Detail of expenses for the years ended December 31, 2004 and 2003, which are required to be disclosed in accordance with the Accounting Standard No. 35 çPresentation of Financial Statementsé are as follow: In Thousand Baht Consolidated The Company Only 2004 2003 2004 2003 Depreciation expense Employee expenses Amortization expense

349,984 524,293 174,335

343,023 458,084 177,747

227,622 394,566 132,104

232,714 340,958 138,156

As of December 31, 2004 and 2003, the Company’s and subsidiaries’ employees numbered 2,511 and 2,162, respectively.

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