ROBINS : Annual Report 2008

ANNUAL REPORT 2008

Department Store Public Company Limited

CONTENTS

Message to Shareholders Financial Highlights Operating Results in 2008 Market and Retail Business Overview in 2008 History and Major Developments Structure of the Company and its subsidiaries Nature of Business Risk Factors Shareholders and Dividend Policy Management Information of Board of Directors and Executives Good Corporate Governance and Corporate Social Responsibility Report of the Audit Committee Statement of Directors Responsibility Annual Financial Statement Inter-Company Transactions General Information

1 4 6 9 11 15 18 24 28 30 40 49 57 59 60 116 121

1

Robinson Department Store Public Company Limited

Message to Shareholders

Robinson Department Store Public Company Limited is deeply proud to be a company trusted by our esteemed customers, blessed with good business alliances and continuous kind support from our shareholders. For over 29 years, Robinson has proved to splendidly prevail amidst obstacles and crisis. Today, the Company has maintained its forefront position as the leader in retail business, operated in a form of department store, and is regarded as a company striving a steady and continuous growth.

Thailand’s current economic recession is the unfortunate aftermath of numerous negative factors including global financial crisis.

This setback has inevitably triggered a change in consumer behaviour pattern as they tend towards a more prudent approach to spending. Due to uncertainties in economic situation, consumer demand has shifted towards products that are not only value for money, but also best serve their utilitarian needs. Indeed, such transformation in demand and consumer behavior is considered another challenge for us.

Despite the fact that Robinson is facing the economic turmoil this year, we remain confident in our potentials in terms of retail sector. Well equipped with a more strategic proactive policy, we emphasize on delivering fashionable, modern and quality products at reasonable prices. Thanks to our service excellence that creates an impressive experience on customers, it is to double ensure our customers of our mastery to truly respond to their every shifting demands. In addition, Robinson strictly adheres to our scrupulous spending and investment disciplines so as to achieve the most efficient outcomes amidst this year’s difficult times.

Apart from retail business, Robinson has placed a great emphasis on a good governance by which we seriously abide in managing the Company’s business. As a result, Robinson is rated as “excellent” following the good governance assessment of the SET-listed companies 2008. Such achievement is indeed a great pride for all of us at Robinson. Additionally, aiming to preserve the benefits of shareholders to the utmost, the Company’s board of committee has also initiated share buyback programme for cash management and to reflect fair value of the shares. In terms of the Company’s social responsibilities, Robinson has offered our supports for related foundations and entities whose works involve with social contributions. In addition, the Company has continued our education sponsorship programme, in line with encouraging our staff to participate in this worthwhile campaign.

On behalf of Robinson and the Board of Directors, I would like to express my warm thanks to customers, shareholders and every business partner, along with tireless efforts and unwavering dedication of executives and every staff which have made possible today’s success. I do hope that upon reaching the auspicious occasion of Robinson Department Store’s 30th anniversary this year, we shall prevail difficult times and gear towards the bright, promising future. Together we shall step forwards becoming a firmly established company with sustainable growth and good corporate governance. Besides, Robinson will still be committed towards social contributions and preserving the environment for our loving Kingdom.

(Mr. Sudhisak Chirathivat)

Chairman

1

Robinson Department Store Public Company Limited

Message to Shareholders Unquestionably, Thai economy’s last year was gravely effected by numerous negative factors. This can be seen as a reflection of soaring cost of living which was an inevitable outcome of escalating oil prices. The situation was further aggravated by financial dire straits that have currently spread all across the world, coupled with domestic political uncertainties which consequently triggered an economic downturn in the last quarter of the year 2008. In order to cope with the market’s demands amidst the backdrop of such uncompromising circumstances, Robinson have, thereby, sought to fine-tune all of our strategies. To prevail, Robinson is committed to creating a new height of ultimate shopping experience for customers in 2008 under our “Robinson Revolution” campaign. With a key objective to lead our business to the targeted aim, in line with consolidating our financial status, Robinson has introduced new product lines, while diversifying more number of brands available. By doing so, it does not only provide more options of fashionable items for customers, but also effectively reflect the Store’s image as a modernised, trend-setting department store. Besides, the Company also keeps close in continuously developing our “Only@Robinson” brands so as to better meet the customers’s diversed demands. Running in parallel with these strategies are newly devised marketing campaigns to stimulate customers’ shopping incentives, while expanding regular customer base. These marketing campaigns are implemented in conjunction with the Customer Relationship Management (CRM) strategy so as to offer more upgraded, personalised services for customers. In terms of branch renovation, Robinson refurbished some of our stores in 2008 in order to remodel the venue into a more lively and desirable shopping destination. These stores include Udonthani, Sriracha, Bangrak, Sukhumvit and Fashion Island. Robinson Udonthani in particular, has undergone a major revamp and the store has been upgraded in platform of another flagship store, which has been warmly received by customers from both local and neighbouring areas. The resounding success of the store is clearly backed by the continuous growth in the sale volume. Indisputably, all of our aforementioned efforts in keeping pace with the evolving situations and demands have played a significant role in pushing our Store towards becoming the leading department store among discerning customers for the past 29 years.

Despite the fact that Robinson has enjoyed a proud record of satisfactory performance and thriving financial status, the current global financial crisis has aversely sparked a devaluation in worldwide capital market. This grim situation is even exacerbated by domestic political turmoils that have unavoidably lessened investors’ confidence. As a result, the Company’s Board of Committees has unanimously agreed to launch the share repurchase program. Aimed as an effective tool to better reflect the fair value of the shares, this program also acts as an efficient means for the Company’s financial management. The Board of Committees organised this campaign with the prime concern for the Company’s shareholders’ benefits.

In terms of social contributions, Robinson has extended its cordial support for education sponsorship via our “Robinson Realises 80 Dreams for 80 Schools” campaign, which serve as a means to provide more education opportunities for underprivileged children. In addition, through the Company’s “I Love My School” campaign, chances are open for customers and staff to jointly take part in rewarding social contributions. Of course, Robinson shall be committed towards hosting a string of worthwhile activities of such kind in many years to come. Besides, Robinson will still continue our supports with other social contributions-related entities notably a collaboration with the Thai Red Cross Society in encouraging the blood donation among the general public.

Despite the fact that Thailand’s economic outlook for the year 2009 may not seem so bright due to the global economic crisis and the Kingdom’s persistent political instabilities, Robinson will continue to steadfastly adhere to our goal in stepping forward becoming the most popular department store with our stores extensively cover potential areas nationwide. With our strong commitment to generate continual growth, we are planning to extend our stores in potential regional areas to proactively approach our target groups and thereby effectively meet their diversified lifestyles’ demands. In keeping with our store extension plan, Robinson is also fully aware of our prudent approach to spending so as to achieve the optimum productivity. Besides, we have always kept in mind our scrupulous investment policy to ensure that we always receive suitable and profitable returns from every time we make new investments.

2

Robinson Department Store Public Company Limited

Message to Shareholders Furthermore, Robinson has upgraded our management efficiency by focusing on our management in three areas - products, marketing and services. Robinson is committed to introducing a variety of fashion product lines, in line with outlining strategic business plans to achieve the targets, working close with our trading partners and together keep ourselves updated with the shifting situations for timely adjustment. Besides, the Company also make use of The 1 Card customer database in order to probe into customers’ demands and hence adapt our products and services accordingly. As but not least, our sale team have undergone a training session to enhance their skills in order to offer their impeccable, personalised services to best suit each customer’s specification.

Finally, on behalf of the management team and staff, may I extend my warm thanks for our esteemed customers for your continued trust and every shareholder for your kind supports. We are determined to devote all our efforts in adding values to the Company, while pushing it towards a firmly-established and sustainable organisation based on our Good Corporate Governance.

Preecha Ekkunagul

President

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Robinson Department Store Public Company Limited

Financial Highlights

Revenue Breakdown in 2008

Net Sales 1.25% Share of profits from investments using the equity method

Net sales 90.48% Other 9.52%

2008

12,417

10.03 %

3.22% Other income

2007

11,285

4.38 %

2006

10,812

10.13 %

5.05% Rental and service income

2005

9,817

11.12 %

2004

8,835

13.78 %

Gross Profit (Million Baht)

2008 2007 2006 2005 2004

% Sales Growth

(Million Baht)

Net Profit

% Gross Profit Margin

2,888

23.25 %

2,600

23.04 %

2,430

22.47 %

2,175

22.16 %

1,935

21.90 %

(Million Baht)

2008 2007 2006 2005 2004

% Net Profit Margin

1,020

8.21 %

864

7.66 %

719

6.65 %

927

9.44 %

717

8.11 %

* The reversal of impairment loss on assets

Sales Mix by Category Cosmetic & Accessories 30.10%

Assets and Liabilities Assets Liabilities (Million Baht)

Men’s Wear 27.07% Ladies’ Ready to Wear 17.17% Home, Gifts and Toys 14.87% Children’s Wear 10.79%

2.23

2.26

Book Value per Share (Bt)

4.65 8,635

5.13 9,030

5.63 9,666

7,355 6,074 4,873 3,569

3,465

3,337

3,418

2004 2005 2006 2007 2008 4

Robinson Department Store Public Company Limited

Financial Highlights Profit and Loss Statement

Revenue from sales Total revenue Cost of sales Selling and administrative expenses Net profit (loss)

2008 12,417 13,723 9,529 2,926 1,020

Consolidated 2007 11,285 12,602 8,685 2,821 864

(Unit : Million Baht) 2006 10,812 14,200 8,382 2,904 2,662

Balance Sheet

Cash and cash equivalents Current assets Total assets Current liabilities Total liabilities Issued and paid-up share capital Retained earnings (deficit) Minority interest Total shareholder’s equity

Key Financial Ratios

Liquidity Ratio Average Collection Period Average Selling Period Average Payment Period Gross Profit Margin Net Profit Margin Return on Equity Return on Assets Debt to Equity Ratio Book Value Per Share Basic Earnings Per Share Dividend Payout Ratio

(time) (days) (days) (days) (%) (%) (%) (%) (time) (Baht) (Baht) (%)

2008 1,547 3,708 9,666 3,352 3,418 3,943 1,955 150 6,249

Consolidated 2007 1,571 2,972 9,030 3,262 3,337 3,943 1,419 155 5,693

2008 1.11 11.14 27.25 92.72 23.25 8.21 17.08 10.91 0.55 5.63 0.92 43.33

Consolidated 2007 0.91 11.47 27.21 100.17 23.04 7.66 15.92 9.79 0.59 5.13 0.78 51.40

2006 997 2,138 8,635 3,380 3,465 11,107 992 140 5,169

2006 0.63 9.13 26.94 90.02 22.47 24.62 69.36 36.19 0.67 4.65 2.40 49.40

**Remark: For the year ended 2006, the Company and its subsidiaries recorded a gain from reversal of impairment loss on land and leasehold rights amounted of Baht 2,170 million and allowance for obsolete and slow-moving stock of Baht 227 million 5

Robinson Department Store Public Company Limited

Operating Results in 2008

Since 1979, Robinson Department Store Public Company Limited has operated modern retail business in type of department store in Thailand under the name ‘Robinson’’. The Company became the first department store company listed on The Stock Exchange of Thailand. As of 31 December 2008, the Company has a registered capital of Baht 3,942,847,022.15 with 1,110,661,133 fully paid-up shares, par value Baht 3.55 each. The Company’s ultimate shareholder is Central Retail Group (Chirathivat Family), which hold the company’s shares in aggregate of 53.83% of total paid-up shares.

With a goal to become the most preferred department store with stores covering high potential areas throughout the country, the Company operates retail business which provides modern products and services in response to the lifestyles and demands of each customer. Under the concept of Robinson...Your Life Revitalizer, There are currently 20 stores, comprising 9 stores in Bangkok and its suburbs and 11 provincial stores. The Company also aims to expand its stores both in Bangkok and upcountry continually.

The products providing in store have divided into 2 main categories, those are softline products reflecting modern preferences and fashion trends i.e. men’s and ladies’ wear, cosmetics, accessories, leather goods, and children goods, and hardline products i.e. home furnishings and appliances, automobiles accessories and equipment, toys, gifts, and gift shop goods. In addition, the Company develops its own products including import international famous brand to differentiate itself from competitors and to respond the customer’s fashion demand and lifestyle.

In the year 2008, the Company operated under the ‘Robinson Revolution’ strategies which are ‘New shopping experience’ to build Robinson brand and fashion image by renovating its stores and continual offering updated fashion so that creating customers’ new shopping experience, ‘Fashion & Differentiation’ by means of widening its product varieties to differentiate itself from competitors and to fulfill the gap of customers’ demand, ‘Targeted and inspired marketing’ by focusing on customer relationship management and result-oriented marketing to penetrate each customer group in-depth, together with effective promotion campaigns to reach the market in various suitable occasions or festive seasons and create great marketing activities to attract new purchasing demand, ‘Service excellence’ by offering excellent service beyond customer’s expectations to deliver the highest service satisfaction and value added service to our customer, ‘Corporate social responsibility’ by means of contributing to social and preserving the environment together with cultivating an awareness and providing an opportunity for staff and customer to jointly take part in social contributions.

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Robinson Department Store Public Company Limited

Operating Results in 2008 Management Discussion and Analysis

Revenue from Sales and Others

In 2008, the Company and its subsidiaries generated net sales of Baht 12,417 million, an increase of Baht 1,132 million or 10.03% growth from last year. Even encountering with both internal and external unfavorable factors of the country, including ceasing of operation at Silom store starting from June, the Company could consistently maintain its sales growth. The growth was principally contributed from increase of same-store sales of both Bangkok and upcountry stores. This was benefited from the completion of store renovation, an achievement of brand management by continually introducing new brands throughout the year, implementing copromotion with credit card program and business alliances, doing localized marketing promotions to respond customers’ needs in each location properly and having marketing activities joining with business alliances continually which helped create shopping environment and then stimulate sales. Furthermore, sales from Ocean Jungceylon store (a new store opened in 2007) was satisfied after its full year operation in this year.

Rental and service income amounted to Baht 693 million, which increased by Baht 12 million or 1.72% growth. This was resulted from an increase of rental fee for tenants whose rental term reached annual fee adjustment, despite lowering some rental areas to be sales areas in order to enhance the effectiveness of space productivity.

Interest income and other income amounted to Baht 442 million, which declined by Baht 61 million from last year. This was mainly due to the reversal of impairment loss on investment amount of Baht 107 million in year 2007.

Share of profits from investments amounted to 171 million, which increased by Baht 38 million or 28.91% growth. This was due to better continually operating performance of the certain associated companies.

In 2008, the Company and its subsidiaries generated total revenues of Baht 13,723 million, an increase of Baht 1,121 million or 8.89% growth.

Cost of Sales

Cost of sales of the Company and its subsidiaries increased proportionately with net sales, however percentage of cost of sales to sales decreased resulting in an increase of gross profit margin to 23.25% from 23.04%. Therefore, gross profit increased by Baht 287 million to Baht 2,888 million or 11.04% growth. This was because of increased sales volume of Private Brand merchandise and the achievement of merchandising mix management.

Selling and Administrative Expenses

Selling and administrative expenses amounted to Baht 2,926 million, an increase of Baht 105 million or 3.71% growth. The growth of selling and administrative expenses was lower than that of net sales. This was due to the ability of the Company to control expenses efficiently, despite the increase of personnel expenses from higher costs of living adjustment and the increase of marketing expenses incurred from marketing activities to promote sales.

Net Profit and Interest Expenses

The Company and its subsidiaries recognized net profit of Baht 1,020 million, an increase of Baht 156 million or 18.01% growth. And net profit on a continuing operation basis increased 29.39% from last year in case of excluding the reversal of impairment loss on investment amount of Baht 107 million in year 2007. These results reflected the successfulness of business strategies in both merchandising and marketing management that the Company implemented in this year.

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Robinson Department Store Public Company Limited

Operating Results in 2008 In 2008, the Company and its subsidiaries had no interest expenses because of having no debt, whereby, corporate income tax expense increased by Baht 19 million.

Assets

At the end of 2008, total assets of the Company and its subsidiaries were Baht 9,666 million, an increase of Baht 637 million from the previous year. This was mainly due to an increase in current investments of Baht 244 million, an increase in other current assets of Baht 413 million as there was provision of merchandise payment for the early year 2009, and an increase in investments in subsidiaries and associates of Baht 171 million as share of profit from investments in associates was recognized. Property, plant and equipment, and leasehold rights decreased by Baht 267 million caused by asset depreciations and amortizations.

Liabilities and Shareholders’ Equity

At the end of 2008, total liabilities of the Company and its subsidiaries were Baht 3,418 million, an i ncrease of Baht 81 million or 2.43% growth because of income tax payable and other accrued expenses, whereas trade accounts payable decreased by Baht 57 million as trade accounts payable was debited caused by merchandise return of the store which ceased its operation. Shareholders’ Equity increased by Baht 556 million, due to net profit amount of Baht 1,020 million. The dividend payment of the Company and its subsidiaries from net profit result of year 2007 totaled Baht 469 million.

Liquidity

2008 2007

Cashflow from operating activities 1,027 1,312

Cashflow from investment activities (569) (141)

Cashflow from financing activities (482) (597)

Net cashflow increase (decrease) (24) 574

In 2008, cashflow from operating activities decreased by Baht 285 million as a result of cash used in operating assets and liabilities which mostly regarding merchandise payment. Cashflow from investment activities increased by Baht 428 million as a result of capital expenditure used for 2 new stores construction and existing stores renovation, and some amount of cash used for current investments. Despite of an increase in dividend payment of Baht 114 million and cash used in share buyback amount of Baht 13 million, cashflow used in financing activities decreased when compared to previous year because the Company had no debt repayment obligation. On December 31, 2008, the Company and its subsidiaries had net cashflow decreased by Baht 24 million.

Auditor’s Fee

Audit fee The Company and its subsidiaries paid audit fees to:

- The Company’s auditor for the previous accounting year with a total of Baht 6,474,000

- The audit office of the auditor, person, or business related to the auditor and the auditor’s office for the previous

accounting year with a total of none.

Non-Audit fee None

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Robinson Department Store Public Company Limited

Market and Retail Business Overview in 2008 Competitors

Department store operators Operators of department stores include chain department stores and local department stores. The major chain department stores are Central Group and The Mall Group with a combined number of 24 stores consisting of 20 stores in Bangkok and 4 stores in upcountry including Chiang Mai, Had Yai, Nakorn Ratchasima, and Phuket. These operators are the Company direct competitor only in the surrounding location or same target group of the customers.

Other retail business operators Other retail business operators include discounted stores/super centres, and various types of shopping mall such as Central World, Esplanade, King Power, Platinum Mall, Crystal Park and Union Mall. These operators are not the Company direct competitor due to targeting separate customer group or purpose of purchase.

Retail Business Overview

Compared to the previous year, Thai economy in 2008 experienced a tremendous slowdowns as a subsequent result to skyrocketed oil prices which later translated into a higher inflation rate. People’s cost of living, thereby, became inevitably effected. The situation was further aggravated by financial crisis which have gradually spread all across the world. In the last quarter of the year 2008, in particular, Thailand encountered an economic recession and the main culprits are an increasing number of domestic and international factors that sparked a negative economic growth. And compared to the analogous period in the previous annum, the global economic slump thereby led to a decrease in Thai export sector in 2008. In addition, the ongoing and intense political conflict which culminated in the temporary close down of Thailand’s two international airports at the end of 2008 not only provoked a sharp drop in tourist numbers, but also discredited further positive outlook of Thai economy among private sector. As such, Thailand’s economic growth in 2008 experienced a decline from 4.93% in 2007 to 2.58% in 2008. Meanwhile, the consumer rate also suffered from as low as 2.51% growth, not to mention retail and wholesale business which also underwent a markedly low growth rate from 4.64% in 2007 to merely 1.91% (according to the report of the National Economic and Social Development Board as well as the Bank of Thailand).

The retail business situation has so far displayed a strong tendency to slow down accordingly as consumers tend towards more prudent spending. Types of products that have already experienced a drop in their sale volumes include food and non-durable goods (such as beverages, medicines and domestic apparatus, etc). However, the modern trade business manages to retain its continuous growth, compared to the previous year. The reasons behind such increase are, first of all, the prior price readjustment following inflation. The second reason that responsible for such growth is an expansion of customer base of discount stores/super centres towards small-scale retail shops, along with inaugurations of more convenience stores and discount stores/super centres. The modern trade business (exclusively among SET-listed companies) therefore enjoyed an approximate 12% growth in 2008.

Compared to 2007, department store business has generally flourished, mainly as a result from existing operating stores. However, if we are to take into consideration market situation in each district, the competition remains aggressive in Bangkok. Compared to 2007, the market situation in 2008, nevertheless, enjoyed more solid growth as a consequence of consumers’ escalating confidence in economy following the government formation at the beginning of the year, coupled with a string of all-year promotion campaigns and discounts offered by manufacturers to stimulate their purchasing incentives. It is somehow noted that suburban shopping malls have benefited from promising growth as consumers have tended towards shopping around their residences’ precincts. In addition, since a wide range of products available at current suburban stores has becoming increasingly fashionable in keeping with consumers’ shifting demands and lifestyle, coupled with continuous unbeatable promotion campaigns, consumers hence have a stronger tendency towards bigger spend. Thanks to the higher spending power among rural consumers, in line with their inclination towards a modernised and higher quality mode of living, there is, consequently, a higher demand for popular brand-name products. As a result, regional 9

Robinson Department Store Public Company Limited

Market and Retail Business Overview in 2008 shopping malls has fortunately boasted a continuous proud record of profitable growth. Unlike the aggressive situation in Bangkok, the shopping mall competition in regional areas is comparatively less severe due to a limited number of shopping mall operators, difference in terms of locations and target groups. However, following political unrest and marked drop in tourist numbers, the department store business unavoidably encountered a dormant period during the fourth quarter of last year. In 2008, only one more outlet - Central Department Store in Chaeng Wattana, Nonthaburi Province - was launched.

In terms of other forms of retail business competition, which is considered the Company’s indirect rival, more discount store/ supercenter have been developed into shopping malls, while more promotion campaigns on fashionable clothes have been conducted.

With consumer goods remaining the core business, the competitions on marketing campaign focuses on pricing, rather than brandname items or product diversification as the last two factors play relatively minor role in consumers’ purchasing incentives. On the contrary, lifetstyle centers or neighbourhood malls - small-scale malls with the main emphasis on food and entertainment service enjoy a positive growth . However, the target groups of this type of shopping mall restricts within certain areas.

Due to a series of negative factors, particularly severe inflation rate, consumers remained careful in their spending throughout the year 2008. Despite the government support in terms of enhancing consumers’ purchasing power, coupled with the private sector’ raise in employees’ minimum wages and the cost of living allowance to help aid spiral cost of living, as well as high level of income among agricultural sector, people still tend towards value-for-money products and services. It is somehow noted that consumers’ spending pattern varies in accordance with their earnings and tastes. In addition, product’s quality, price and image are seriously taken into consideration before making a purchase. Besides, since consumers nowadays can easily get access to various media channels, they are more likely to quickly respond to fashion product lines that best suit their urbanised lifestyles. As a result, people have a demand for first-rated products that are new, value-for-money, trendy and have more variety of choices. In addition, excellent service is another equally essential requirement that shopping mall operators have to take into account these days. Meanwhile, credit card payment and personal loans still enjoy a continuous growth.

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Robinson Department Store Public Company Limited

History and Major Development History and Major Development

1979

1992

1995

1996

1997

1998

2000

2001

2002

Robinson Department Store opened its first branch at Victory Monument.

Robinson became the first department store company listed on the Stock Exchange of Thailand on

3 January 1992.

The Central Retail Corporation group joined Robinson as a major shareholder and was jointly established CR Thailand Co., Ltd. in order to develop provincial department stores under the “Robinson” brand. Later, the Company proceeded to open new stores up to 20 stores.

Robinson integrated its supermarket business with Central Group and formed a joint venture with Royal Ahold Co., Ltd. a Netherlands based supermarket operator. The resulting company, CRC Ahold Co., Ltd. began operating supermarkets under the “TOPS SUPERMARKET” brand. In December 1996 and May 1998, the Company sold its shares to Royal Ahold Co., Ltd. The Company was approved for the asset transfer transaction to Power Buy Co., Ltd. and CRC Sport Co., Ltd. respectively. Also, the Company granted right to those companies to utilize space in each branch in order to operate electrical appliance stores and sport accessories stores. The Company received income from those companies as income sharing on percentage of sales or fixed charge per square meter. In April 1998, the Company purchased 40% shareholdings in both companies.

The Company announced a debt moratorium as a result of the sharp depreciation of Baht following the sudden floatation of the currency on 2 July 1997.

On 2 May 2000, the Central Bankruptcy Court ordered rehabilitation of the Company as well as appointed Robinson Planner Co., Ltd. as a Planner and as a Plan Administrator on 20 December 2000. The Company also decided to close its Don Muang branch due to unacceptable of return on investment.

The Company closed its Victory Monument branch since lease agreement had terminated as well as this branch attributed an unacceptable of return on investment. This left the Company with a total of 18 stores. Of these 9 stores were in Bangkok and 9 in provincial locations. The Company also issued Notes to the unsecured financial creditors with a total value of Baht 4,766.7 million for principal and interest.

The Company successfully implemented major steps set forth in its Rehabilitation Plan i.e. increasing its capital from Baht 1,480.8 million to Baht 14,808.8 million, proceeding the debt-to-equity conversion, proceeding 25% capital reduction capital, and forgiveness of remaining debt. This achievement prompted the Stock Exchange of Thailand to consider approving resumption of trade in the Company’s ordinary shares in Commerce sector, effective 26 November 2002.

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Robinson Department Store Public Company Limited

History and Major Development 2003

2004

2005

2006

2007

In March, the Company waived the right to purchase new issuance shares from capital increase of CRC Sports Co., Ltd. as its proportion. As a result, the Company’s shareholding in CRC Sports was reduced to 29.19%. In May, the Company re-launched its campaign to promote a new image using the concept of “Robinson…Your Life Vitalizer”. In December, the Company gained Court approval for an amendment of its Rehabilitation Plan to facilitate the repurchase of Notes under the VDRP. In January, Robinson SPV Co., Ltd. (SPV) signed a loan agreement with two financial institutions to secure funding for repurchase of Notes under the VDRP. The long-term loan was for up to Baht 2,700 million. At year-end 2004, the Company repurchased 15,899,277 units of Notes under the VDRP program, equal to 77.04% of total outstanding Notes. In addition, on 22 March, the Creditors’ Meeting ordered by the Court, passed a resolution to elect three new directors representing unsecured financial creditors to replace resigning directors. On 8 December 2004, the Company acquired the remaining balance of shares from its local partner in CR Ratchaburi (Thailand) Co., Ltd, thereby increasing its shareholding from 49.99% to 99.99%. The acquisition stemmed from the need to improve management flexibility.

The Company continued to run its “Robinson…Your Life Revitalizer” campaign in its retail businesses with the aim of generating continuous sales growth. The Company also launched a new store, at Rattanathibet, while continuously renovating and modernizing its existing stores across the country to create a more colorful and lively ambiance. In addition, product selections with variety of assortment were readjusted to tie in with Robinson’s target customer groups and reflect its new image. On 19 December 2005, the Company has proceeded the early redemption on remaining notes which resulted in the completion of the Company’s rehabilitation plan.

The Bankruptcy Court considered the petition and ordered the termination of the Company’s rehabilitation plan. On April 2006, the Annual Ordinary General Meeting of shareholder was firstly held after the Company resumed the ordinary business operation. The Meeting unanimously approved the appointment 10 directors as the Company’s Board of Directors, comprising of 3 independent directors. In November, the new store Robinson Ayutthaya was official opened as the 20th store of Robinson, the investment cost was approximately Baht 347 million.

The Company made the first dividend payment after the order the termination of rehabilitation plan from The Bankruptcy Court, at the rate of Baht 0.32 per share. Pursuant to the resolution of the Extraordinary Shareholders’ Meeting1/2007 which held on June 19, 2007 that the Company decreased its capital through reducing par value from Baht 10 to Baht 3.55, an share premium and partial of retained earnings were transferred to set aside share discount according to the Federation of Accounting Professions (FAP) Announcement. On September 13, 2007, Department of Business Development of Ministry of Commerce completed amended the Company registered capital and Memorandum of Association. In September, the new branch Robinson Ocean Jungceylon was opened as the 21st store of Robinson, the investment cost was approximately Baht 132 million.

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Robinson Department Store Public Company Limited

History and Major Development

Major changes and development of the Company in the year 2008

January

March

April

May

June

July

August

The Company launched a new branch in Chonburi Province. This project is managed by Central Pattana PLC (CPN) under Central Plaza Chonburi project. The Company had previously signed the 30-year land* rental contract with CPN in order to construct the Department Store. This store is scheduled to open in mid 2009.

The Company organised a press conference to unveil its latest “Robinson Revolution” policy, encompassing five main new marketing strategies aimed at offering a new height of shopping experience for customers, both in terms of choosing products and services.

Mr. Charan Mongkolchan was appointed as a new independent director in the Annual General Meeting of Shareholder 1/2552. As a result, there are a total of 11 directors in the board of directors with four independent directors. As such, the number of independent directors unquestionably constitutes to more than one third of the entire board of directors. This, thereby, perfectly applies to the Company’s good corporate governance policy.

The Company, in conjunction with the Stock Exchange of Thailand, organised the press conference to disclose its performance for the first time on “Opportunity Day”. This press conference also provided an opportunity for investors, analysts and members of the press to participate and keep themselves updated with the Company’s ongoing performances every quarter.

Robinson (Silom Branch) was closed as a result from Silom Asset Co., Ltd.,’s 230-million-baht purchase of rental rights and assets from Robinson (Silom Store). Considered a small-scale store with certain limitations and hence was not worthy of refurbishment investment, Robinson (Silom Store) is also approaching the rental contract termination which is scheduled to come in 2014.

Besides, the Company was unable to continue the rental contract as the previous renter is planning to launch their own project in the future.

The Securities and Exchange Commission Thailand disseminated the result of the Quality Assessment of the Annual General Meeting of Shareholders for Listed Companies 2008 and it turned out that Robinson Department Store successfully attained over 100 points (from overall 110 points).

Indisputably, the Company’s shareholder meeting standard was rated as excellent.

Following the overwhelming success from an investment in Robinson Chiang Mai store in 2007, the Company inaugurated Robinson Department Store, Udonthani store in August 2008 after its major facelift and hence the store is upgraded to another flagship store.

13

Robinson Department Store Public Company Limited

History and Major Development October

November

Robinson Srinakharin Co., Ltd., (the Company’s subsidiary in which the company holds 99.86% shares) was planning to let a piece of land** located in Amphoe Suan Luang (Phra Khanong), Bangkok, to Central Pattana PLC. Following the Shareholders Meeting 1/2551, an approval to proceed the project was granted. The rental fee is totalled at 387 million baht and divided into four payments. In addition, the Shareholders Meeting approved to make an adjustment in the Company’s rule No. 52 with regards to share repurchase policy.

The Company granted scholarships for 80 schools which had passed the Company’s rigorous selection. Under the “Robinson Realises 80 Dreams for 80 Schools” campaign, Robinson Department Store aimed to extend its support for children education as per its Corporate Social Responsibility (CSR) policy.

The Company commenced its share repurchase program for financial management. The total amount of repurchased shares is not allowed to exceed 10% of the Company’s already distributed shares under the maximum 536-million-baht credit. This share repurchase program has commenced on 24 November 2008 and will run until 22 May 2009. On 31 December 2008, the Company was able to repurchase a total of 2,185,200 shares, making 0.02% of already paid-up shares and hence, constituted to a total value of 12,797,150 millions baht.

The Company extended another store in Khon Kaen Province. In doing so, the Company had rented the land from CPN in order to construct a shopping mall. The total rental period lasts 31 years and 3 months. This new shopping mall is expected to open for service in 2009 yearend.

In accordance with its “Robinson I Love my School” campaign, the Company proceeded the construction of the new school at Amphoe Fang, Chiang Mai Province. This campaign is aimed at providing an opportunity for students in remote areas. “Robinson I Love my School” campaign is a part of the Company’s Corporate Social Responsibility (CSR) policy.

The Securities and Exchange Commission Thailand, in collaboration with the Stock Exchange of Thailand and Thai Institutes of Directors, disseminated the result of the survey conducted on the Good Corporate Governance Assessment for Listed Companies 2008. Again, it turned out that Robinson Department Store, being assessed for the first year, was rated as excellent.

Note: * This contract is a related transaction since the Company and Central Pattana PLC share one major shareholder -

Central Group (Chirathivat Family).

** Robinson Srinakharin Co., Ltd., is Company’s subsidiary in which the company holds 99.86% shares, making it related

transaction as the Company and Central Pattana PLC share one major shareholder - Central Group (Chirathivat

Family).

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Robinson Department Store Public Company Limited

Structure of the Company and its subsidiaries Robinson Department Store 99.91% Robinson Anusawaree Co., Ltd.

99.99% Kruerkaew Co., Ltd.

40.00% Power Buy Co., Ltd.

99.86% Robinson Nakarin Co., Ltd.

99.99% Kruerpetch Co., Ltd.

29.19% CRC Sport Co., Ltd.

33.33% RST Sky Bridge Co., Ltd. 24.00% Siam Retail Development Co., Ltd. 24.00% Square Ritz Plaza Co., Ltd.

99.98% RD Pattana Co., Ltd. 99.80% Robinson Ratchada Co., Ltd. 99.99% Robinson Sukhumvit Co., Ltd. 99.92% R-Trading (L) BHD 99.99% Robinson S.P.V. Co., Ltd. 99.99% CR (Thailand) Co., Ltd. 49.99% 50.00% CR Rajchaburi (Thailand) Co., Ltd.

89.99% CR Chiang Mai (Thailand) Co., Ltd. 76.00% CR Udornthani (Thailand) Co., Ltd. 76.00% CR Had Yai (Thailand) Co., Ltd. 74.99% CR Ubon Ratchathani (Thailand) Co., Ltd.

64.99% CR Chantaburi (Thailand) Co., Ltd. 49.99% CR Nakorn Sri Thammarat (Thailand) Co., Ltd. 49.99% CR Phuket (Thailand) Co., Ltd.

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Robinson Department Store Public Company Limited

Structure of the Company and its subsidiaries The Company and its subsidiaries Name

Paid-up Capital (Baht)

Robinson Department Store Pcl. 3,942,847,022

CR (Thailand) Co., Ltd. 501,000,000

CR Ratchaburi (Thailand) Co., Ltd. 645,600,000 CR Chiang Mai (Thailand) Co., Ltd. 220,000,000 CR Hadyai (Thailand) Co., Ltd. 202,000,000 CR Udonthani (Thailand) Co., Ltd. 225,000,000 CR Ubon Ratchathani (Thailand) Co., Ltd. 71,000,000 CR Chantaburi (Thailand) Co., Ltd. 130,000,000 CR Nakorn Sri Thammarat (Thailand) Co., Ltd. 280,000,000

CR Phuket (Thailand) Co., Ltd. 177,000,000 Robinson Anusawaree Co., Ltd. 8,000,000 Robinson Nakarin Co., Ltd. 105,000,000 Robinson Sukhumvit Co., Ltd. 100,000,000 Robinson Ratchada Co., Ltd. 75,000,000 Kruerkaew Co., Ltd. 40,000,000 Kruerpetch Co., Ltd. 11,250,000 R-Trading (L) BHD 50,000 Robinson S.P.V. Co., Ltd. 1,000,000 Power Buy Co., Ltd. 560,000,000 CRC Sport Co., Ltd. 370,000,000 Siam Retail Development Co., Ltd. 500,000,000 Square Ritz Plaza Co., Ltd. 125,000,000 RD Pattana Co., Ltd. 3,000,000 R.S.T. Sky bridge Co., Ltd. 49,395,000

}

Nature of Business Retail, including department stores in Bangkok and upcountry areas, under “Robinson” brand.

Bangkok stores include: Ratchadaphisek, Sukhumvit,

Bangrak, Bangkae, Seacon Square, Fashion Island,

Futurepark Rangsit, Ladya, Rattanathibet, Sriracha

and Ayutthaya Holding company to jointly invest in department store business under the “Robinson” brand in eight provinces Operating a department store in Ratchaburi Operating a department store in Chiang Mai Operating a department store in Had Yai Operating a department store in Udonthani Operating a department store in Ubon Ratchathani Operating a department store in Chantaburi Operating a department store in Nakorn Sri Thammarat Operating a department store in Phuket Dormant company Dormant company Dormant company Dormant company Dormant company Invest in businesses Invest in businesses Repurchase Notes under VDRP Operate specialty stores: Electrical Appliances Operate specialty stores: Sports Accessories Owner and management of Fashion Island shopping complex (Ramindra) Land development Build and manage the sky train connection to department store

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Robinson Department Store Public Company Limited

Structure of the Company and its subsidiaries Income Structure Type of Income/Company % of 2008 2007 2006

shareholding Million Baht % Million Baht % Million Baht % Net sales - Robinson Department Store Pcl. 7,287 53.10 6,845 54.32 6,731 47.40 - Subsidiaries 5,130 37.39 4,439 35.23 4,080 28.47 CR Ratchaburi 99.99 CR Chiang Mai 89.99 CR Hadyai 76.00 CR Udonthani 76.00 CR Ubon Ratchathani 74.99 CR Chantaburi 64.99 CR Nakorn Sri Thammarat 49.99 CR Phuket 49.99 Total net sales 12,417 90.48 11,285 89.55 10,811 75.87 Rental and service Income 693 5.05 681 5.40 702 4.95 Share of profits from investments accounted for using the equity method 171 1.25 133 1.05 133 0.93 Other income 442 3.22 503 3.99 2,554 17.98 Total income 13,723 100.00 12,602 100.00 14,200 100.00

Income Structure from Sales

Categories of Products

SOFTLINE HARDLINE OTHERS

2008 85.89 13.75 0.35

Income (%) 2007 85.54 14.10 0.36

2006 85.31 14.24 0.45

Business Goal

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

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Robinson Department Store Public Company Limited

Nature of Business Nature of Business

Current products can be divided into 2 main lines as follows:

Product Line

1. Soft Line This line emphasizes brand names, modernity, quality, variety, and fashion. The nature of product has rapid change. Customers’ purchase decisions depend on current trends.

2. Hard Line This product line emphasizes quality, functionality, feature, variety, and modernity. Customers’ purchase decisions depend on product features, functions and prices.

Category - Men’s Fashion and Ladies’ Fashion - Cosmetics and Accessories - Leather Goods - Children Goods - Home and Kitchenware - Automobiles accessories and equipments - Toy and Gifts

To provide the above products, not only the leading brands which preferred by the customer but the Company has also developed its own product design, which is different from general products available on the market. The Company has selected new products with interesting feature and designs in order to increase product variety and differentiate itself from its competitors. These products are available only at Robinson (ONLY @ ROBINSON) and can be divided into categories as follows:

Private Label : These comprise products whose brands are developed by the Company itself. The Company considers and selects only the products demanded by customers and provides them at reasonable price with emphasis on good quality and modern style, and available throughout 20 stores, the products can be divided into the following categories

Category

Kitchen and bedding

Fashion and ladies’ wear

Ladies’ shoes and bag

Men’s wear

Children product

R*Home Ella FOF Vivienne Pacific Union FOF Pacific Union Otoko Teeny Tiny Bon Bon Choo

Brandname

Home Genius Cuizimate Decorative Home Marushi Ohayo Chee Tasha Taj Pacific Life Snap Beyond Basic Pumpkin Pie

True Blue Jeans Studio Beyond Basic

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Robinson Department Store Public Company Limited

Nature of Business Exclusive Brand: these products are well-known international brands which are imported and exclusively available at Robinson.

Category

Brandname

Fashion and ladies’ wear

Allure Ermis

Perllini Voir Shoez David Jones (will be available in 2009)

Ladies’ leather goods Cosmetics

Centro Moda Yin & Yang

I.E Esensual

Additionally, the Company provides the local popular brands which are produced special collection exclusively available at Robinson.

These are part of the Company’s differentiation strategy. The fashion products are then positioned in stores where customer demand for such distinct products from others and purchasing power is most conducive.

One price ‘Just Buy’: A variety of products which are sold at Baht 35 and Baht 52 consisting of products for teenagers and young professionals. Consumer products such as accessories, cosmetics, stationary, gifts, and home products are also included

Procurement of products and services

The Company’s procurement of products is conducted from the centre. The merchandising line at head office is responsible for controlling in purchase, price negotiation, payment conditions and inventory management in each store to be at a level as set by the Company. A computerized system has been utilized to control and follow up the sales and inventory for accurate and efficient management. Of supply chain management, the Company collaborated with Supply Chain Management Department of Central Retail Corporation Co.,Ltd has developed supply chain system to be more efficient and put efforts to persuade our suppliers to join in our supply chain system since our system shall reduce suppliers’s overhead cost and be more response relevant to customer needs.

The Company has purchased products from over 2,000 suppliers both domestically and internationally. Domestic purchases emphasized modern, brand named products that comply with trendy, are of high quality, are worthwhile, different, and varied in terms of variety and assortment subject to the need of our targeted customers. In terms of international purchases, the Company itself contacted international suppliers by sending its staff to survey products and negotiate directly with international manufacturers and suppliers. However, the Company does not enter into exclusive purchase agreements with specific suppliers. Imported products are mainly from Singapore, China, Korea, Hong Kong, India, and Japan. The main purpose of international purchases is to offer different, modern, new and prominent products in the categories of clothing, accessories, childrenûs products, toys, and kitchenware.

Concerning payment conditions, the Company has employed 2 systems, namely a consignment basis of approximately 75% of sales and credit base of 25%.

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Robinson Department Store Public Company Limited

Nature of Business Competitive strategy

Against the backdrop of unpromising global economic turmoil and local political instability throughout the year 2008, the Company’s success stemmed from an efficient merchandising management, coupled with localized marketing continuously organized at each store, sound Customer Relationship Management as well as consistent valued services. By doing so, the Company was able to respond to every customized demand of its target groups. In addition, the Company also partnered with its business alliances in jointly hosting a string of promotion campaigns to stimulate purchasing demand among consumers. Furthermore, the Company has continuously undergone a store renovation, which not only has enabled it to provide an added value for consumers, but has also unveiled a refreshingly new shopping experience for them. All of the aforementioned strategies have been operated under “Robinson Revolution” strategy which encompasses 5 main concepts as follow:

1. The New Shopping Experience

The Company has lately undergone a major revamp. By doing so, it not only has modernised the venue, but has also created an impressive “New Shopping Experience”, while pushing Robinson towards a lifestyle department store. Following the continuous refurbishment of Robinson stores nationwide, the renovated stores have become more stylish and filled with more lively and vibrant atmosphere for shopping. Meanwhile, the cutting-edge facilities have been incorporated and upgraded such as walkways inside the store have been widened for shoppers’ maximum conveniences, better product display area, a relax corner and service zones, clean rest rooms and special parking zones for loyal customers. Robinson stores which underwent refurbishment in the year 2008 with investment cost Baht 300 million are namely Udonthani, Sriracha, Bangrak, Fashion Island and Sukhumvit. Also, Udonthani store has been upgraded in platform of flagship stores like stores in Ratchada, Chiang Mai and Ocean Jungceylon.

Running in parallel with store refurbishment is the careful selection and introduction of new brands such as adding new high brands of cosmetics and expanding high fashion products which comprise watch, shoes, ladies’ bag, and lingeries to conductive stores. The store’s modification of product display format is aimed to better showcase products from the latest collection, in line with presenting useful information and tips for customers to catch up with the latest trends. By doing so, the Company successfully drew consumers’ attentions and allowed them to indulge in the pleasant shopping experience. This is not to mention the fact that the Company can effectively manage its rental area to best offer returns per square metres.

2. Fashion & Differentiation

The Company has implemented its market approach strategy by means of widening its product varieties, as well as adding products of the updated trends, especially those from exclusive brands and private label. In doing so, the Company has not only succeeded in distinguishing itself from its competitors, but can also completely fulfill every customer’s demand. Since Only@Robinson products are quality and available at good value, they thereby easily reach wide customer base. Last year, the Company added private label product line which comprises

Vivienne Yoga stylish female sportsware

Tasha Cute teenage female clothes

Pacific Life men and ladies clothing and etc.

Meanwhile, imported products under Exclusive brands include

Ladies’ wear - Allure Noir

Ladies’ bad - Perlini

Ladies’ shoes - Voir Shoez and etc.

20

Robinson Department Store Public Company Limited

Nature of Business In addition, the Company launched strategic marketing promotions to strengthen female product brands. By adopting ‘Rita’s Choice’ campaign, led by Thailand’s forefront star and model - Ms. Sririta Jensen - Robinson’s brand ambassador who represents the exemplary model of aspired-to, modern-day woman, the Company triumphantly achieved its plan in bolstering female confidence to follow the latest fashion trends. Following this campaign, female consumers are equipped with tips and guidelines to mix & match various styles of chic clothes, bags, shoes and accessories. Besides, the Company also keeps these budding fashionistas updated with the latest fashion trends every month.

The Company has included the latest collections of home and bedding, as well as introducing products with cutting-edge design that respond to modern-day lifestyles. These products can be divided into bedding and sanitary ware, small electrical apparatus, gifts, kitchenware and tableware. Besides, the Company also launched ‘Cuizimate’ - the new kitchenware brand this year. As a testament to the Company’s success in continuous searching for and widening its new, interesting products at good value, in line with disseminating them to the right target groups, the total sale volume of products in these groups substantially grew in 2008.

3. Targeted and Inspired Marketing

Aside from focusing on launching an advertising and branding campaign for “Robinson” to become a desirable and recognized brand among the general public, the aim is also to create an image for the Department Store as a venue that brings together the latest fashion trends, lifestyle products, as well as other differentiated goods and services exclusively available at Robinson. In order to create an effective brand awareness among customers, the branding campaign has been cleverly executed via communication with customers, PR & marketing campaigns, promotion campaigns through a number of potential media channels such as “What’s Happening” and “Shop in Trend” program on True Vision cable TV, leading magazines, newspapers, billboards and Robinson Life channel. In addition, the Company underlines the result-oriented customized marketing campaign and in order to achieve its targeted objective, the Company conducted a research based on The One Card and Robinson Visa Card customer database. By doing so, the Company was able to better understand customers’ diverse demands among each group and individual, along with their purchasing incentives. As such, the Company was able to devise strategic marketing programmes and services effectively tailor-made to suit the specified demand of each group or individual. Besides, the Company was able to efficiently choose marketing channels. Part of these aforementioned Customer Relationship Management strategies profitably contributed to the continuous increase in Robinson’s loyal customer base.

In terms of the marketing strategy to stimulate consumers’ new purchasing demand, the Company organised a string of effective promotion campaigns to reach the market in various suitable occasions, festive seasons, as well as new product launches. In addition, the Company has consecutively created an added value for customers by means of organising refreshing and exciting shopping experience through a series of great activities to attract potential buyers in each region. These great activities included

- Group of fashionista ladies : ‘Beauty Paradise’ – an activity for modern-day women at Robinson Chiang Mai, Udonthani, and Sriracha as well as launching ‘Rita’s Choice’ campaign

- Group of luxury and modern customer : ‘The Ultimate Watch Fair’ fair for watch lovers at Robinson Chiang Mai, Udonthani and ‘Basel’ in Ocean Jungceylon as well as ‘Luxury Home and Gift Zone’ kitchen, home furnishing, and gift products fair

21

Robinson Department Store Public Company Limited

Nature of Business - Group of young generation customer : ‘Jeans Expo’ fair for teenagers who love to wear jeans like their super star idols at Future Park Rangsit store

- Group of kids and family : ‘Toy Fun Festival’ at Future Park Rangsit store

These successive great events were well received among customers and greeted with an overwhelming success backed by a considerable sale volume. Additionally, the Company is focusing on strengthening its Customer Relationship Management strategy. To optimally accomplish such aim, the Company continuously organised special activities and exclusive services such as ‘Beauty Station’ offering a one-stop beauty services, ‘Value Added Service’ offering tips on trendy make-up and hairdos, as well as Workshop for home product lines such as making healthy fruit juices, cooking for modern-day family. Thanks to these well-planned and cleverlydevised strategies, the Company can truly meet the demand of consumers within and around the stores’ precinct and thereby, has successfully maintained its customer base, while attracting more new customers. This is not to mention the Company’s praiseworthy ability to manage its marketing and promotion campaign budget which has by far proven to yield highly efficient results.

4. Service Excellence

Committed to offering excellent service beyond expectations for customers, the Company has continually cultivated the serviceminded attitude among its staff. In doing so, customers can enjoy warm hospitality of the staff, their thorough knowledge in products and willing to offer the best of service. Having gained the highest service satisfaction, customers will return and become the Store’s regular patrons. Apart from the basic services availability, the Company has also added customized services covering a wide range of products such as “Bra measure service” to enable customers to properly and appropriately use the product, along with a

“Free make-up service”. Every staff is required to undergo a rigorous training session to ensure that he or she has a thorough understanding in the product itself, while being well-equipped with selling prowess, ability to perform an attention-grabbing product demonstration and excellent service offering. A stringent QC for services is consistently conducted to guarantee all-time impeccable, high standard. In addition, the Company’s recently added “One Stop Service” has unveiled a new chapter for shopping experience.

That is, with only one single “shopping card”, customers can simply choose and shop in the department store without bothering with carrying many shopping bags. With this card, they can make a payment at one point, while an exclusive service to make sure customers receive all benefits in accordance with promotion campaigns organised at certain periods of time is available.

5. Sustainable Corporate Social Responsibility

Having placed a key emphasis on contributing to social and environment, the Company has a policy in cultivating awareness, while providing an opportunity for staff and customers to jointly take part in social contributions and preserving the environments. This objective is carried out through a series of continuous great events such as a campaign promoting for a correct way of discarding old mobile phone battery. Not only allowing customers to jointly preserve our loving environment, they are also entitled to additional points collected in their The One Card. In terms of the Company’s social contributions act, the Company has consecutively and annually supported the National Blood Center, Thai Red Cross Society by means of facilitating the PR campaign, organizing and hosting venues for blood donation. Additionally, the Company also has extended its kind support for other social contributions activities. More importantly, the Company has provided education sponsorship program for communities through its “Robinson Realises 80 Dreams for 80 Schools” and “I Love My School” campaigns. Thanks to this string of worthwhile activities, more opportunities are open for staff and customers to jointly contribute to our loving society.

22

Robinson Department Store Public Company Limited

Nature of Business Target customers

The Company’s main target groups include modern families and young professionals between the ages of 25-45 who have modern lifestyles and love to spend on popular fashion products at reasonable prices. Customers who fall into groups such as teenagers, students, and young professionals are those who demand inexpensive products with fashion.

The branches that are located in tourist areas or areas with overseas residents in close proximity include Ratchadapisek, Sukhumvit, Bangrak, Phuket, Chiang Mai, Had Yai and Sriracha. The Company launched the Tourist Card and VAT refund activities to allow convenience for overseas customers. In addition, special discounts and sales promotion activities have been organized especially for tourists.

The Company provides special services for loyal customers’, who are members of The 1 Card and Robinson Visa Card including special privileges such as discounts, points accumulation when buying products and rewards redemption, and also Lifestyle monthly magazine delivered to members. Through this magazine, members are able to obtain news and information on sales promotion activities, new products, and special activities.

By the end of 2008, the Company was able to attained a total of 821,499 The One Card members in 2008, a rise from the previous annum by 111,099. Meanwhile, Robinson Visa Card members attained in 2008 was totaled at 83,423, an increase from the previous year by 29,928.

23

Robinson Department Store Public Company Limited

Risk Factors Placing a great significance on the risk management so as to create long-term values for shareholders, the Company’s Board of Directors has appointed a risk management working team with the main responsibilities to closely monitor and analyse chances of risk that may produce the Company’s averse effects, in consistent with enhancing the efficiency of its risk management system. Important risks that have an effect upon the Company can be summed up as follow:

Ability to respond to an aggressive competition and customers’ demand

Department store business has experienced an unfavorable effect from an economic recession and a plummet in domestic consumption. Following the oil price fluctuation, spiral prices of consumer goods, agricultural products and cost of living, consumers have consequently become increasingly cautious and even suspend their spending. As a result, the competition in department store business has become more intense. Many operators, therefore, have resorted to implement a string of marketing strategies such as promotion campaigns and discounts with an aim to stimulate purchasing incentives among potential buyers, particularly middle-class consumers who are considered the Company’s main target.

Being equipped with the system, Robinson Department Store is enabled to consistently keep up with economic and market situations and hence can timely and suitably adjust its marketing strategies. In addition, the Company has on hand the highly-efficient operational management system which includes the Logistic and Supply Chain merchandise management system that help lessen some purchasing and transportation procedures. Furthermore, the Company has also integrated a top-of-the-range computer system in its inventory management to minimize risks of outdated products, while being able to quickly and appropriately respond to the point of sales operation. Besides, the Company is always ensured the efficiency of its front office operating system, while the cutting-edge, follow-up system on marketing plans and customer behavior, which is derived from “The 1 Card” customer database. In terms of business operation strategy, the Company is committed to enhancing its competitive capacity by pinpointing products and services differentiation through its continuous search for interesting products, adding more new brands, in line with developing its own products so as to timely present in-demand items to targeted customers. Additionally, the company has introduced added-value services which are exclusively customized to suit each group of customer and individual’s demands. Meanwhile, marketing promotion campaigns have been accordingly improved and promotion activities are more frequently held at both Bangkok and regional branches. In doing so, it not only increase sale volumes, but also enhances the Store’s good image, while consolidating customers’ loyalty for Robinson Department Store.

Business operations as per related Rules and regulations

Intellectual Property The Company’s business operation involves products from a large number of traders. Some of those products may be copyrighted, patented or under certain product standards regulated by state entities. As such, the Company has always stressed that products distributed in the store must already have attained an authorization. Currently, the company embraces an authorization inspection process as one of its purchasing procedures and also closely follows up the product purchase process with its traders. Not only having designated a division to be responsible for an intellectual property, but the Company also strongly emphasizes among related departments to place a great emphasis on this area of risk factor so as to ensure that every product from traders strictly adhere to legal requirements.

24

Robinson Department Store Public Company Limited

Risk Factors Consumer aspect With the prime concern to elevate consumers’ quality of life and to avoid problems that may claim consumers’ lives or deprive them of their properties, the Consumer Protection Law and Product Liability Law are both aimed to clearly prescribe deservedly rights of consumers, as well as duties and responsibilities of manufacturers and operators. In compliance with the law, the Company has held fast to its strong commitment to operate the business on the principles of fairness and integrity. Besides, the Company is determined to meet customers’ demands by means of providing them quality products at reasonably prices, in consistent with offering excellent services for their utmost satisfaction. Apart from its highly-efficient product purchasing procedure, the Company also keeps in mind the basic service standard for customers. That is, customers are guarantee to enjoy premium-quality products and well equipped with useful information or product’s manuals for their maximum benefits and safety. Furthermore, the Company also provides channels for customers to make their complaints or contact for further information with regards to the Company’s products or services.

Retail business operation Regarding the (draft) Retail Business Act, its objective is to directly supervise and monitor retail business. The Act has been continually drafted and improved to include content regarding criteria, methods, and conditions for operating particular segments of retail business and the permission of branch expansion. The (draft) Act has been created with the intention of creating balance between large scale retail businesses (which provides basic consumer necessaries and use pricing strategies) and community retail businesses (grocery). Regarding this matter, the Company finds that the department store is a retail business which emphasizes fashion products, product variety, brand name products which are different from consumer products sold in small retail stores. It also provides other related one-stop services. It is a retail business with particular features that are different from community retail businesses (grocery). Therefore, the Company’s operation, management, and plans for expansion are not opposed to the idea and intentions of this (draft) Act. It is unlikely that the Company will be directly affected by the (draft) Act. In addition, in the primary consideration process of the (draft) Act, the department store business has not been included in the category whose branch expansion needs to be monitored. The Company is confident that if the Act is enforced, there will be no obstacle for permission of branch expansion.

The announcement of unfair trade practices in commercial business has the objective of setting definitions and qualifications for trade operators who have power over markets, so that trade and business can be conducted independently and fairly. This also allows operators to know which action and qualification may be considered false according to the Trade Competition Act B.E. 2542.

However, the Company has always set policies that adhere to and follow the Act regarding fair trade practices in business operation.

Throughout the years, the Company has developed a good relationship with its business partners. Both assistance and cooperation have been provided for a long time. Therefore, the announcement of a trade competition committee has had no effect towards the Company.

Store expansion The City Plan law has produced direct effects on the development of large-sized commercial complex buildings which also included the construction and expansion of certain segments of some retail businesses such as large scale retail stores which provide various consumer products. This law has been used by the government as a means to monitor branch expansion of modern retail stores, as the process of the Retail Business Act enforcement has not been completed yet. Although the City Plan law has no direct effect on the expansion of department stores, this law has created an indirect effect on their expansion, as it is more difficult to develop new shopping complexes and the expansion of retail areas has since slowed down. The shopping complex is a major location for department store expansion, as it is a commercial point which provides a variety of products and services.

25

Robinson Department Store Public Company Limited

Risk Factors The dependency of purchasing from suppliers

The Company diversified its purchases from more than 2,000 suppliers in order to increase variety and the differentiation of products in compliance with the Company’s strategy, which also includes reducing dependency on large purchases from a single, specific supplier. However, the Company still has products that accounted for a total

of 13.76% of sales in 2008, which were obtained from a single supplier whose products and brand name is very popular among customers. The Company also acts as a major partner in distributing products for such suppliers in both Bangkok and provincial.

Moreover, there has also been cooperation on the organization of marketing and promotional activities on a regular basis, as well as product management and supply chain management in order to provide sufficient products and decrease the exceeding amounts of product.

The obsolete stocks

The Company operates the department store business with emphasis on continually providing fashionable products as well as modern products. When consumers’ trend has changed, the Company’s products have become obsolete and cannot be sold. However, the Company has employed efficient supply chain management system, while conducting ongoing stock monitoring for up-to-date inventory management. In addition, the Company has set an accounting policy that included provision for impairment of inventories in the credit stock category which accounted for 25% of product costs. Moreover, most of the Company’s products or approximately 75% of product costs were in the consignment category which contains no stock, allowing for high flexibility in inventory management.

Therefore, risk associated with the obsolete products has created no effect on the Company’s operation.

The dependency of leasehold for land and building

The Company owns land and buildings for 2 of its branches and owns rental contracts, sublease contracts, and leasehold rights on land and buildings from existing owners for the remaining 19 of its department store branches. The lease contract is a result of the necessity to select high potential areas for operating department store business. Such land and/or buildings are not normally sold by their owners. They are instead leased out. In some cases, the cost for acquiring the rights to land and buildings are costly and not worth the investment, especially when compared to leasing. At present, the remaining term of such lease contracts is between 4 to 25 years. Moreover, certain parts of the contract already set conditions for contract renewal. Since both parties involved were complying with these existing contracts, the Company accordingly expects the successful renewal of such contracts in the future.

In the case when the Company owned rental contract on buildings and depended on the management of its existing owner, the risk resulted from damage and losses of shopping complex buildings and other facilities due to lack of appropriate maintenance may occur. However, the Company has cooperated and followed up the building maintenance service provided by the management of the shopping complex on a regular basis to ensure that the shopping complex buildings were safe and suitable for the Company’s business operation.

26

Robinson Department Store Public Company Limited

Risk Factors Accidental damages and natural disasters

Regarding risk associated with accidental damages and natural disasters such as fire, flood and etc. which cause disruption to asset and staff of the Company including the department store operation. However, the Company undertook insurance for damage of assets owned by the Company and property under the Company’s supervision as well as insurance policy which covered losses to the third party. In addition, insurance for losses of income caused by business interruption was undertaken in case of temporary operation disruption of any of Robinson’s stores.

Financial Liquidity

After financial crisis has adversely effected in worldwide, the financial institutions have consequently become increasingly cautious their lending activities. In the previous year, the Company did not conduct any high investment project. However, in year 2009, the Company has planned to expand new store for 2 locations including renovate its existing stores for updating store image with modernization. Currently, the Company’s operating cashflow is enough to support this investment plan and also the Company’s external financing capability exist.

As of 31 December 2008, the Company and its subsidiaries have current assets of Baht 3,708 million and current liabilities of Baht 3,352 million, representing a ratio of 1.11 times. The Company’s current liabilities are mostly trade accounts payable and more than 75% of the trade accounts payable are those with the condition that payment will be made only when products are sold.

The inventories as they appear in the balance sheets are products with actual buying conditions, which is a general feature of the retail business in the category of department store. The average selling period is shorter than the average payment period. Therefore,

the fact that the amount of current liabilities has not created any effect on the Company’s normal liquidity.

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Robinson Department Store Public Company Limited

Shareholders and Dividend Policy Company’s Securities

On 31 December 2008, the Company had a registered capital of Baht 3,942,847,022.15 with 1,110,661,133 paid-up capital shares, par value Baht 3.55

Shareholders

Top 10 shareholder list as of 5 January 2009

No. Shareholder’s Name

1.

CENTRAL RETIAL CORPORATION LTD. 2.

C.R.G. SERVICE CO., LTD. 3.

GOLDMAN SACHS & CO 4.

THAILAND SECURITIES DEPOSITORY CO., LTD FOR DEPOSITOR 5.

HSBC (SINGAPORE) NOMINEES PTE LTD 6.

CREDIT SUISSE SINGAPORE BRANCH 7.

STATE STREET BANK AND TRUST COMPANY 8.

STATE STREET BANK AND TRUST COMPANY FOR AUSTRALIA 9.

CHASE NOMINEES LIMITED 42 10.

VIELLA ASSETS LTD.

Thai Shareholders Foreign Shareholders

Total number of shares

No. of Shares

%

308,162,660 289,645,488 145,532,953 67,786,904 56,250,690 51,992,765 25,706,255 16,250,800 15,265,100 14,578,677

27.75 26.08 13.10 6.10 5.07 4.68 2.32 1.46 1.37 1.31

662,474,809 448,186,324 1,110,661,133

59.65 40.35 100.00

The Company’s ultimate shareholder is Central Retail Group (Chirathivat Family), which comprises of Central Retail Corporation Co., Ltd. and C.R.G Service Co., Ltd. They jointly hold the Company’s shares in aggregate of 53.83% of total outstanding shares.

Dividend Policy

On 26 April 2006, a Shareholder’s Meeting approved the Company’s dividend payout policy is at the rate of approximately 40% of profit arising from ordinary business (after corporate income tax.

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Robinson Department Store Public Company Limited

Shareholders and Dividend Policy The Company’s dividend payment in the past Year

Net Profit from ordinary operations (Consolidated) (Million Baht)

Dividend per share (Baht)

Dividend payout ratios (%)

2006 2007 2008

719 864 1,020

0.32 0.40 0.40

49.4% 51.4% 43.3%

According to the meeting of the Company’s Board of Directors No. 1/2009 held on February 13, 2009, the meeting passed the resolution of dividend payment to shareholders at the rate of Baht 0.40 per share, which is the same as dividend payment rate of the year 2007, or payout ratio at 43.3% (higher than dividend payout policy). The resolution will be proposed to the 2009 Annual General Meeting of Shareholders on April 23, 2009.

Share Repurchase Program

The Extraordinary Meeting of Shareholders No. 1/2008 held on 17 October 2008 had passed the resolution to approve the amendment of the Company’s Articles of Association in respect of the shares repurchase of the Company. Subsequently, the Board of Directors’ Meeting passed the resolution to enter into share repurchase transaction for the purpose of financial management since the Company has sufficient cash flow and has no loans from financial institutions that would fall due within the 6-month period. In addition, share repurchase program is a useful tool for management to help reflect fair value of the Company’s shares. The Company has defined that the maximum amount for the share repurchase is Baht 536 million or the number of share repurchased shall not exceed 10% of the total of paid-up capital, and the price of shares repurchased must not exceed 115% of the average closing price of five trading days prior to the date on which the shares will be repurchased. The repurchase period has started from 24 November 2008 until 22 May 2009. As of 31 December 2008, the Company could repurchase 2,185,200 shares equaling to 0.20% of the total of paidup capital which was Baht 12.8 million.

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Robinson Department Store Public Company Limited

Managment Organization Chart Board of Directors

Audit Committee

Nomination & Remuneration Committee

Internal Audit Team

Board of Executive Directors

Risk Management Working Team

Corporate Governance Working Team

Marketing

Finance

Business Analysis and Development

Vice President

Vice President

Vice President

President

Merchandising

Operation

Senior Vice President

Senior Vice President

Vice President

Vice President

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Robinson Department Store Public Company Limited

Management Structure of the Board The organization structure of Robinson Department Store Public Company Limited consists of the board of directors which responsible for supervision of the Company’s governance, and 5 specific committee which includes audit committee, board of executive committee, nomination and remuneration committee, risk management working team and good corporate governance working team with details as follows:

Board of Directors

Member of the Company’s Board of Directors comprises of;

1. Mr. Sudhisak Chirathivat Chairman

2. Mr. Sudhitham Chirathivat Vice Chairman

3. Mr. Somchai Apiwattanaporn Director and Independent Director

4. Mr. Phibul Phatharodom Director and Independent Director

5. Mr. Vithaya Chavananand Director and Independent Director

6. Mr. Charan* Mongkolkul Director and Independent Director

7. Mr. Prin Chirathivat Director

8. Mr. Tos Chirathivat Director

9. Mr. Preecha Ekkunagul Director and President

10. Mr. Piya Nguiakaramahawongse Director

11. Mr. Pandit Mongkolkul Director Remark *The Annual General Meeting of Shareholders No. 1/2008 held on April 25, 2008 passed the resolution to appoint 1 additional director, namely Mr. Charan Mongkolchan as the Company’s director and independent director.

The Company’s corporate secretary is Mr. Parivat Sopasit, Vice President-Finance

Authorized directors for the Company signage are Mr. Sudhisak Chirathivat, or Mr. Sudhitham Chirathivat, or Mr. Prin Chirathivat, or Mr. Tos Chirathivat, or Mr. Preecha Ekkunagul, or Mr. Piya Nguiakaramahawongse, or Mr. Pandit Mongkolkul. Any two of these seven directors are authorized to jointly sign on behalf of the Company with the Company seal affix.

Scope of Duties and Responsibility of the Board of Directors 1. To consider and approve policies, business plan, and the Company’s annual budget.

2. To consider and approve any transactions made by the Company and its subsidiaries which may result in changes to the Company’s financial status, liabilities, and capital structure.

3. To consider and approve an investment of assets with the amount above Baht 200 million per investment.

4. To consider and approve significant engagement in rental or service related to the real estate properties of the Company and its subsidiaries.

5. To consider and approve the significant activities which includes selling, transferring, and getting rid of the Company and its subsidiaries’ fixed assets.

6. To consider, approve or give their consent on connected transactions and transactions which may cause a conflict of interests between the Company or its subsidiaries and the concerned persons. The board should monitor compliance with the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand.

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Robinson Department Store Public Company Limited

Management 7. To consider, approve, or give their consent on transactions concerning important issues, the acquisition and trading of assets, all the while ensuring compliance to the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand.

8. To appoint and set duties and responsibilities of the committees.

9. To nominate directors and to consider and approve the appointment of a President.

Company Secretary

The Board of Directors has appointed Mr. Parivat Sopasit, Vice President – Finance, as the Company Secretary to arrange the meeting of the Board of Directors, the Sub-committees and Shareholders, including filing related documents and supporting activities to be compliance with the good corporate governance principles

Audit Committee

The audit committee comprises of various expertise which is independent director and their qualification comply with the requirement of SET and SEC. Those 3 directors are;

1. Mr. Somchai Apiiwattanapron Chairman of the Audit Committee

2. Mr. Phibul Phatharodom Audit Committee

3. Mr. Vithaya Chavananand Audit Committee

The secretary of audit committee is Ms. Jantana Sriviriyalertkul, Head of internal audit team.

Scope of Duties and Responsibilities of the Audit Committee 1. Review the Company’s financial reporting process to ensure accuracy and adequacy.

2. Ensure that the Company has an appropriate and effective internal control system and internal audit system.

3. Ensure compliance with securities and exchange laws and SET regulations, or laws concerning the Company’s business.

4. Consider, select, nominate, and determine annual remuneration for the Company’s auditor.

5. Consider the disclosure of company information in case of connected transactions or transactions which may cause a conflict of interests to ensure accuracy and completely.

6. Prepare a report on the audit committee’s supervision of business, to be disclosed in the Company’s annual report and signed by the chairman of the audit committee.

7. Perform other tasks assigned by the Company’s board with the approval of the audit committee.

Board of Executive Directors

The Company’s board of executive directors which appointed by board of directors comprises of;

1. Mr. Sudhisak Chirathivat Chairman

2. Mr. Sudhitham Chirathivat Executive Director

3. Mr. Prin Chirathivat Executive Director

4. Mr. Tos Chirathivat Executive Director

5. Mr. Preecha Ekkunagul Executive Director

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Robinson Department Store Public Company Limited

Management Scope of Duties and Responsibilities of the Board of Executive Directors 1. Assign power of attorney to the president to act on behalf of the Company and set the scope of responsibilities for the president to operate day-to-day business.

2. Consider and submit relevant policies, business plan, and annual budget as proposed by the management before submission to the Company’s board of directors for approval.

3. Approve an investment of assets at a credit limit up to Baht 200 million per investment. The board of executive directors should prepare a quarterly report on details of investments for the Company’s board of directors.

4. Trade and transfer the Company’s fixed assets with the amount up to Baht 100 million per item.

5. Consider and approve transactions related to banks and financial institutions. This is regarded as an ordinary trading business operation of the Company.

Nomination and Remuneration Committee

The Company’s Nomination and Remuneration Committee which appointed by board of directors comprises of;

1. Mr. Somchai Apiwattanaporn Chairman

2. Mr. Vithaya Chavananand Committee

3. Mr. Sudhitham Chirathivat Committee

4. Mr. Tos Chirathivat Consultant

Scope of Duties and Responsibilities of the Nomination and Remuneration Committee

Nomination 1. Define the scope of work and policy on the selection and recruitment of directors and sub-committee based on the size, structure, and composition of the Board of Directors, including determination of the qualification of the candidate for submission for the Board’s consideration and/or further to shareholders’ meetings for approval.

2. Propose a qualified candidate on the selection and recruitment of the director whose tenure have ended or unoccupied position for submission for the Board’s approval, including for new President who shall be appointed.

Compensation 1. Define a form of compensation for directors and sub-committee for submission to the Board and further to shareholders’ meetings for approval.

2. Define the method and practice of appropriate compensation both monetary and non-monetary compensation for submission to the Board and further to shareholders’ meetings for approval.

Risk Management Working Team

The Company’s Risk Management Working Team which appointed by board of directors comprises of;

1. Mr. Vithaya Chavananand Chairman

2. Mr. Preecha Ekkunagul Working Team

3. Mr. Charan Mongkolchan Working Team

4. Mr. Parivat Sopasit Working Team

5. Mrs. Rattana Anoontakaroon Working Team

6. Mr. Anan Tantipanyakun Working Team 33

Robinson Department Store Public Company Limited

Management The consultant of the Risk Management Working Team is Ms.Jantana Sriviriyalertkul, the secretary of Audit Committee and head of internal audit team.

The secretary of the Risk Management Working Team is Ms. Vassana Samngamnoi.

Remark *The Meeting of the Board of Directors No. 3/2008 held on August 8, 2008 passed the resolution appointing 1 additional working team, namely Mr. Charan Mongkolchan.

Scope of Duties and Responsibilities of the Risk Management Working team 1. Make suggestions and give support to the Board in formulating the risk management policy and defining acceptable risk levels.

2. Define the framework of the Company’s risk management in line with the risk management policy, and follow up on its implementation as well as reviewing the effectiveness of the framework.

3. Table a broad view for the Board’s consideration of business risks and its management method, and follow up on results.

4. Review risk management reports, ensure adequate and suitable risk management to acceptable levels, and ensure continued implementation of risk management.

5. Regularly coordinate with the Audit Committee by sharing information about risks and internal control potentially affecting the Company’s business.

6. Decide and provide recommendations on critical issues which learn from the risk management process.

7. Support a Company culture for adequate risk management and internal control.

Good Corporate Governance Working Team

The Company’s Good Corporate Governance Working Team which appointed by board of directors comprises of;

1. Mr. Phibul Phatharodom Chairman

2. Mr. Piya Nguiakaramahawongse Working Team

3. Mr. Parivat Sopasit Working Team

Scope of Duties and Responsibilities of the Good Corporate Governance Working Team 1. Define the policy and review an adequacy and appropriation of the Company Good Corporate Governance Policy, including practices of good corporate governance, code of conduct and Corporate Social Responsibility.

2. Quarterly meet up to follow up ongoing the Company’s good corporate governance plan as well as the practicing of the good corporate governance policy of directors, management and employees, to assure that the Company full comply with the principle of the good corporate governance and operate its business with efficiency, transparency and be able to examine.

3. Conduct self-assessment pertaining to the principle of the good corporate governance and submit the findings to the Board for consideration, approval, or comments.

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Robinson Department Store Public Company Limited

Management Executive Officers

The Company’s executive officers comprise of 8 persons as follows;

1. Mr. Preecha Ekkunagul President

2. Ms. Narttaya Chirathivat Senior Vice President-Merchandising

3. Mr. Gerard McGurk Senior Vice President-Operations

4. Mr. Parivat Sopasit Vice President -Finance

5. Ms. Rattana Anoontakaroon Vice President-Merchandising

6. Mr. Sukitti Kittipassorn Vice President-Business Analysis and Development

7. Mr. Anan Tantipanyakun Vice President -Operation System and Support

8. Ms. Sirinij Chokchairittikul Vice President-Marketing

Scope of Duties and Responsibilities of the President 1. Prepare policies, business plan, and annual budget, to be submitted to the board of executive directors for consideration and then to the board of directors for approval.

2. Manage the business according to the Company’s policies and business plan as assigned by the Company’s board of directors.

3. Approve disbursement of expenses as specified in the budget, and consider and approve investment of assets at a credit limit with the amount up to Baht 5 million per transaction.

4. To consider and approve the Company’s engagement in rental or service of any movable properties which are considered as normal business operations.

5. To consider and approve the Company’s engagement in rental or service of the real estate properties which are considered as normal business operations. The contract value shall not exceed Baht 50 million and/or three years of tenure.

6. Consider and approve policy of merchandising, trading policy, marketing, sales, and general asset administration.

Nomination of Directors and Executives

Nomination Procedure The Company’s Board of Directors has appointed Nomination and Remuneration Committee to have duties and responsibilities to propose the qualified candidate for the Board’s consideration and/or further to shareholders’ meetings for approval.

Appointment of the Company’s directors shall be conducted according to the Article of Association as follows: - The Company’s directors need not to be the Company’s shareholders. The third person who agrees to be the Company’s director and is appointed by the general shareholders meeting can be the Company’s directors.

- The Company’s board of directors shall consist of not less than five directors and not less than half of those shall reside within the Kingdom.

In addition, the Company has adopted the best practices of good corporate governance in regard to the board structure, where the Company’s board of directors shall compose of independent directors at least one third of the board size.

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Robinson Department Store Public Company Limited

Management Criteria and procedure for electing directors at the shareholders meeting are as follows: - In vote for election of directors, majority vote shall be regarded and each shareholder shall have one vote per one share held by such shareholder.

- Each shareholder may exercise all the votes he/she has to electing each candidate nominated as a director.

- The candidates ranked in order descending from the highest number of votes received to the lowest shall be appointed as directors until the number of directors to be comprised or elected in such meeting is filled. In case the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to be exceeded, the chairman of the meeting shall have casting vote.

- Regarding the right of minor shareholders to appoint a director, the Company’s regulations specify that each shareholder has one vote for one share. The cumulative voting is not applicable.

The Company’s shareholders were invited via SET online system to have a right to propose the person(s) whose qualification comply with the Article of Association, the Public Company Limited B.E. 2535 Act, and the notice of the Securities Exchange Commission to the Company’s corporate secretary for consideration as the candidate to serve as the Company director(s) in advance for 2 months before propose to the Nomination and Remuneration Committee’s meeting and the Board’s meeting.

The Company Secretary shall review the documents initially prior to proposing to the Nomination and Remuneration Committee for their consideration and opinion to the Board of Directors to consider the appropriation of further submission to shareholders for the approval. However, the resolution of the Board of Director shall be deemed the final decision. The name of the nominated person approved by the Board of Director of the Company shall be included in the agenda regarding the election of the Company’s directors, accompanied with the opinion of the Board of Director and propose to the shareholder meeting for the approval.

Remuneration of Directors and the Management Monetary Remuneration

Board of Directors According to the resolution of the annual general shareholder meeting for year 2008 approved the remuneration for the members of the entire board not exceeding Baht 5,000,000 (five million baht net), excluding remuneration for Mr. Preecha Ekkunagul who held another position as the Company’s president, in which equivalent to the remuneration which was approved in 2007. The remuneration for directors comprises of 2 types of remuneration as follows;

1. Quarterly Fee

Type of Director Quarterly Fee (Baht / Quarter) Independent Director who is the Chairman of Audit Committee Independent Director who is Audit Committee/Independent Director Chairman of the Board of Directors Non-Executive Directors

65,000 55,000 65,000 45,000

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Robinson Department Store Public Company Limited

Management 2. Meeting Fee

Board Type Director Type

Board of Directors Audit Committee

Board of Executive Directors

Board of Directors and Specific Working Team

Meeting Fee (Baht / Meeting)

Independent Directors / Expert Director / Directors Chairman of the Audit Committee Audit Committee Chairman of the Board of Executive Directors/ Non-Executive Directors Independent Directors / Non-Executive Directors / Non-Executive Directors who are appointed as consultant

20,000 30,000 20,000 15,000 20,000

In 2008, the remuneration for the Board of Directors and Audit Committees was shown in the table as follows;

Remuneration (Baht/year) Directors’ Name Position

2008 2007 1. Mr. Sudhisak Chirathivat Chairman of the Board of Directors 2. Mr. Sudhitham Chirathivat Vice Chairman of the Board of Directors 3. Mr. Prin Chirathivat Director 4. Mr. Tos Chirathivat Director 5. Mr. Preecha Ekkunagul Director 6. Mr. Piya Nguiakaramahawongse Director 7. Mr. Pandit Mongkolkul Director 8. Mr. Somchai Apiwattanaporn Chairman of the Audit Committee/

Independent Director 9. Mr. Phibul Phatharodom Audit Committee/ Independent Director 10. Mr. Vithaya Chavananand Audit Committee/ Independent Director 11. Mr. Charan Mongkolchan Independent Director

Grand Total

470,000.00 395,000.00 390,000.00 325,000.00 120,000.00 300,000.00 300,000.00 600,000.00

180,000.00 180,000.00 180,000.00 140,000.00 160,000.00 130,000.00 130,000.00 275,000.00

500,000.00 580,000.00 286,666.67 4,266,666.67

245,000.00 245,000.00 - 1,865,000.00

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Robinson Department Store Public Company Limited

Management Management

The management consists of 11 executive officers taking the positions of president, senior vice president, and vice president.

Remuneration for executives comprise of monthly salary, bonus, provident fund, and other remuneration (car allowance)

Type of Remuneration Remuneration (Baht/year)

2008 Monetary Remuneration Non-Monetary Remuneration

48,506,981* None

2007 47,048,771 None

Remark *Remuneration in the year 2008 included remuneration for 3 resigning executives, namely Miss Apinun Chatrapongporn (resigned on June 1, 2008), Miss Usara Yongpiyakul (resigned on September 1, 2008) and Miss Lalana Kasemsan na ayuthaya (resigned on November 1, 2008)

Supervision on Inside Information

The company has clearly established its scope of duty and responsibility of all employees in the form of Job Description and has trained them to accurately understand their duties and the company’s regulations. However, some duties may occasionally cause inside information to be revealed to employees and perhaps to the public without permission. Therefore, the company specifically details that only concerned employees can be informed of such important inside information especially in the case of financial information, by utilizing a computerized system to limit access of information by any particular level of authority. The company will disclose information to those concerned during the appropriate time and only without contravention to the related regulations of the SET and other applicable laws. In addition, the employee shall certify to the Company related to their use of inside information. The company also has regulations in connection with the disclosure of confidential information. If an investigation finds that an employee has disclosed confidential information or financial information without permission, said employee shall be subject to strict punishment by the investigative committee in accordance with the company’s regulations.

In the case where the company hires outside contractors to perform particular tasks the company requests that a contract should be made in terms of protection of confidential information which may be disclosed due to the nature of the task performed. The hired party must ensure that its staff is under obligation to protect clients’ confidentiality. The staff and executives of the hired party are prohibited from using such disclosed inside information to buy or sell shares issued by the company either for their own benefit or that of others.

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Robinson Department Store Public Company Limited

Management Internal Control

The Company has an internal control system which is sufficient, appropriate, and effective. With a clear organization structure, the Company sets a written scope of authority in various operations, authorization limit, operation processes and responsibility of each party including the board of directors, president, management, and staff. This will allow the Company to operate its business with accuracy, transparency, verifiability, and to prevent any damages which may occur. The Internal Control System has been improved for ongoing effectiveness and efficiency. The Internal Audit section, which is independent from the management reviews operations and the information technology system of all departments to ensure that all staff in the organization comply with the Internal Control System as set by the Company, while reporting their performance directly to the Audit Committee on a regular basis. Communication and cooperation with management regarding audit results, observations, and suggestions was also conducted. In addition, guidelines to resolve issues appropriately were also set up. Chairman of the Audit Committee reported all audit results to the Board on regular basis.

Regarding auditor’s opinions in the Audit Report of Certified Public Accountant for the year 2007, there were no material respects that can be considered significant in the Internal Control System of the Company’s accounting and information technology system.

In terms of risk management, the Company realizes and stresses the importance of risk management. Therefore, the Company’s board appointed the risk management working team to serve as an important instrument or mechanism to ensure the Company’s effective operation of risk management with an internal control system that sufficiently covers all risks. The working team established the Company’s written risk management policy. The working team comprising management from various operations was also set up to consider risk factors which the Company is facing and those which may occur in the future.

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers Directors Position

Chairman of the Board of Directors/ Chairman of the Board of Executive Directors (Authorized Director)

Education

• Bachelor Degree B.S. (Mathematics) St. John Fisher College, New York, U.S.A. • Director Certification Program (DCP) 2007, • Director Accreditation Program (DAP) 2007, Thai Institute of Directors Association

Relationship among management

Mr. Sudhisak Chirathivat Age 63 Yrs.

• Brother of Mr. Sudhitham and Mrs. Narttaya • Uncle of Mr. Prin and Mr. Tos

Experiences during 5 years until now

1994 President of Industry and Retail Business, Companies in Central Group 2000 Chairman of the Board of Executive Directors, Central Marketing Group Co., Ltd 2001-Present Executive Director, Central Group of Companies 2003-Present Director/Executive Director, Central Pattana PCL. 2003-Present Director/Executive Director, Central Plaza Hotel PCL. 2006-Present Chairman of the Board of Directors and Chairman of the Board of Executive Directors, Robinson Department Store PCL.

Position

Director/ Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee

Education

• Bachelor Degree (Accounting) RamKhamhaeng University • Master of Art (Public Management), RamKhamhaeng University • Defense College Graduated (Wor Por Ror Or 2003) • Certified Public Accountant • Director Accreditation Program (DAP) 2004, • Director Certification Program (DCP) 2006, • Audit Committee Program (ACP) 2008, Thai Institute of Directors Association • Capital Market Academy Leader Program (Capital Market Academy)

Mr. Somchai Apiwattanaporn Age 58 Yrs.

Experiences during 5 years until now

2003-2004 Chairman of Asset Management Committee, TMB Bank PCL. 2003-2008 Chairman, Playing Card Factory Committee, Excise Department, Ministry of Finance 20052008 Director, Liquor Distillery Organization, Excise Department, Ministry of Finance 2005Present Member of Federation of Accounting Professions Tax Accounting Committee, Federation of Accounting Professions 2008-Present Chairman of the Audit Committee, Synnec (Thailand) PCL. 2008-Present Chairman, Asean Potash Mining PCL. 2008-Present Inspector-General, Ministry of Finance 2006-Present Director/ Independent Director/Chairman of the Audit Committee, Robinson Department Store PCL.

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers

Position

Director/ Independent Director/ Audit Committee/ Chairman of the Corporate Governance Working Team

Education

• Bachelor Degree (Accounting and Law), Thammasat University • M.S. (Accounting) University of Kansas, U.S.A. • Director Accreditation Program (DAP) 2004, • Audit Committee Program (ACP) 2005, Thai Institute of Directors Association

Experiences during 5 years until now

Mr. Phibul Phatharodom

1999-2005 Independent Director/ Audit Committee, Central Plaza Hotel PCL.1969-Present Partner/Certified Public Accountant, Phatharatham Auditing Office 2006-Present Director/ Independent Director/ Audit Committee, Robinson Department Store PCL.

Age 75 Yrs.

Position

Director/ Independent Director/ Audit Committee/ Nomination and Remuneration Committee/ Chairman of Risk Management Working Team

Education

• Bachelor Degree (Political Science Finance), Chulalongkorn University • MBA Webster University, U.S.A. • Director Accreditation Program (DAP) 2006, • Director Certification Program (DCP) 84/2007, Thai Institute of Directors Association

Experiences during 5 years until now

Mr. Vithaya Chavananand Age 51 Yrs.

1979-Present Director, Wijitpan Construction Co., Ltd. 1985-Present Managing Director, Wijitpan Suan Palm Co., Ltd. 1987-Present Director, Wijitpan Farm Co., Ltd. 1988-Present Vice Chairman, Wijitpan Palm Oil Co., Ltd. 1992-Present Director, Wijitpan Real Estate Co., Ltd. 1994-Present Managing Director, CVN Development Co., Ltd. 1996-Present Director, Chavananand Holding Co., Ltd. 1998-Present Director, Pacific Polymer Product Co., Ltd. 1998-Present Director / Independent Director / Audit Committee, Robinson Department Store PCL.

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers

Position

Director/ Independent Director/ Risk Management Working Team

Education

• Bachelor of Arts Burapha University • Master of Arts (Economic Development) Kasetsart University • Defense College Graduated (Wor Por Ror Or 4313) • Director Certification Program (DCP) 111/2008, Thai Institute of Directors Association

Experiences during 5 years until now

Mr. Charan Mongkolchan Age 60 Yrs.

2001-2003 Executive Vice President, Nakornsawan Office Region, TMB Bank PCL. 20032004 Executive Vice President, UPC Branch Banking Region, TMB Bank PCL. 2004-2006 Executive Vice President, BKK Branch Banking Region 1, TMB Bank PCL. 2006-Present Executive Vice President, Corporate Services Group, TMB Bank PCL. • Director, Bridge View Co., Ltd. 2008-Present Director/ Independent Director, Robinson Department Store PCL.

Position

Vice Chairman of the Board of Directors/ Executive Director/ Nomination and Remuneration Committee (Authorized Director)

Education

• Bachelor Degree (Electrical Engineering), University of Maryland (College Park), U.S.A. • MBA (Operations Research) Iona University, New York, U.S.A. • Director Certification Program (DCP) 2003, Thai Institute of Directors Association • Defense College Graduated (Wor Por Ror Or-4313)

Relationship among management

Mr. Sudhitham Chirathivat Age 61 Yrs.

• Brother of Mr. Sudhisak and Mrs. Narttaya • Uncle of Mr. Prin and Mr. Tos

Experiences during 5 years until now

2002-Present Executive Committee Retail and Real Estate, Central Group of Companies • Chairman, Earth Care Co., Ltd. • Executive Director, The Vintage Club Co., Ltd. • Director, Central Holding Co., Ltd. • Executive Director, Central Plaza Hotel PCL. • Director, Central Pattana PCL. • Director, TT&T PCL. 2006-2007 Member, The National Legislative Assembly 2004-Present Vice Chairman of the Board of Directors/Executive Director, Robinson Department Store PCL.

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers

Position

Director/ Executive Director (Authorized Director)

Education

Mr. Prin Chirathivat Age 46 Yrs.

• B.S. (Accounting), Skidmore College, New York, U.S.A. • MBA Sasin Graduate Institute of Business Administration, Chulalongkorn University • Director Certification Program (DCP) 2003, Director Accreditation Program (DAP) 2005, Audit Committee Program (ACP) 2005,

The Role of Chairman (RCM) 2005, • Monitoring the System of Internal Control and Risk Management (MIR) 2007, • Monitoring the Internal Audit Function (MIA) 2007, Thai Institute of Directors Association • Applied Psychology for Staffs Course, Applied Psychology Institute • Graduate Diploma in Management of Public Economy 4/2005, (King Prajadhipok’s Institute) • Capital Market Academy Leadership Program 1/2004, (Capital Market Academy)

Relationship among management

• Nephew of Mr. Sudhisak, Mr. Sudhitham and Mrs. Narttaya • Brother of Mr. Tos

Experiences during 5 years until now

1995-2007 Director, General Card Services Co., Ltd. 1999-2007 Director, Indhra Insurance PCL. 2002-2006 Director, Dhanamitr Factoring PCL. 1993-Present Director/Executive Director, Central Plaza Hotel PCL. 1994-Present Director/Executive Director, Central Pattana PCL. 1996-Present Director/Executive Director, Central Retail Corporation Co., Ltd. 1999Present Director, Malee Sampran PCL. 2002-Present Executive Director, Central Group of Companies 2003-Present Chairman of the Audit Committee, Bualuang Securities PCL. 2004Present Member of Board University Affairs, Chiangrai Rajabhat University 2004-Present Consultant, Market for Alternative Investment (MAI) 2006-Present Director/Executive Director, Robinson Department Store PCL.

Position

Director/ Executive Director/ Consultant of Nomination and Remuneration Committee (Authorized Director)

Education

• B.A. Wesleyan University, CT, U.S.A. • MBA (Finance), Columbia University, New York, U.S.A.

Relationship among management

• Nephew of Mr. Sudhisak, Mr. Sudhitham and Mrs. Narttaya • Brother of Mr. Prin

Mr. Tos Chirathivat Age 44 Yrs.

Experiences during 5 years until now

1996-2001 Chief Operational Officer, Central Retail Corporation Co., Ltd. 2002-Present Chief Executive Officer, Central Retail Corporation Co., Ltd. 1994-Present Director, Big C Supercenter PCL. 2004-Present Director / Executive Director, Robinson Department Store PCL. 43

Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers

Position

Director/ Executive Director/ Risk Management Working Team/ President (Authorized Director)

Education

• Bachelor Degree (Chemical Engineering), Chulalongkorn University • Master Degree (Industrial and Management), Asia Institute of Technology • Director Accreditation Program (DAP) 2004, • Director Certification Program (DCP) 2005, Thai Institute of Directors Association • Capital Market Academy Leader Program 2008 (Capital Market Academy)

Experiences during 5 years until now

Mr. Preecha Ekkunagul

1995-2000 Managing Director, Big C Supercenter PCL. 2000-2003 President, CRC Power Retail Co., Ltd. 2000-2003 President, B2S Co., Ltd. 2003-Present Director/ Executive Director/ President, Robinson Department Store PCL.

Age 50 Yrs.

Position

Director / Corporate Governance Working Team (Authorized Director)

No. of shareholding

0.0027% of total issued shares

Education

• B.S. (Electrical Engineering) and B.S. (Management), Massachusetts Institution of Technology, Cambridge, U.S.A. • MBA and M.S. (Electrical Engineering), University of Southern California, Los Angeles, U.S.A. • Director Certification Program (DCP) 2005, Thai Institute of Directors Association

Mr. Piya Nguiakaramahawongse

Experiences during 5 years until now

1997-Present Senior Vice President Finance and Account, Central Retail Corporation Co., Ltd. 1997-Present Director, Robinson Planner Co, Ltd. 2006-Present Director, Dhanamitr Factoring PCL. 2006-Present Director, Robinson Department Store PCL.

Age 51 Yrs.

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers

Position

Director (Authorized Director)

Education

• Bachelor Degree (Accounting), Chulalongkorn University • MBA (Finance and International Business), Sasin Graduate Institute of Business Administration • Director Certification Program (DCP) 2003, Thai Institute of Directors Association • Capital Market Academy Leader Program 4/2007 (Capital Market Academy)

No. of shareholding

0.00002% of total issued shares

Mr. Pandit Mongkolkul Age 45 Yrs.

Experiences during 5 years until now

1992-Present Vice President, Central Department Store Co., Ltd. 1993-Present Director, Earth Care Co., Ltd. 1994-Present Director, Central Marketing Group Inter Trade Co., Ltd. 2000-2004 Executive Director, Inter Food PCL. 2000-Present Director, Robinson Planner Co, Ltd. 2004-Present Director, CG Broker Co., Ltd. 2004-Present Chairman of the Board of Executive Directors, Dhanamitr Factoring PCL. 2005-Present Director, Andaman Capital Co., Ltd. 2006-Present Director, Malee Sampran PCL. 2007-Present Director, CG Life Broker Co., Ltd. 2008-Present Director, Central Retail Training Center Co., Ltd. 1996-Present Director, Robinson Department Store PCL. and its Subsidiaries

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers Executive Officers Position

President

Education

• Bachelor Degree (Chemical Engineering), Chulalongkorn University • Master Degree (Industrial and Management), Asia Institute of Technology • Director Accreditation Program (DAP) 2004, • Director Certification Program (DCP) 2005, Thai Institute of Directors Association • Capital Market Academy Leader Program 2008 (Capital Market Academy)

Experiences during 5 years until now

Mr. Preecha Ekkunagul

1995-2000 Managing Director, Big C Supercenter PCL. 2000-2003 President, CRC Power Retail Co. Ltd. 2000-2003 President, B2S Co., Ltd. 2003-Present Director/ Executive Director/ President, Robinson Department Store PCL.

Age 50 Yrs.

Position

Senior Vice President - Merchandising

No. of shareholding

0.0009% of total issued shares

Relationship among management

• Sister of Mr. Sudhisak and Mr. Sudhitham • Aunt of Mr. Prin and Mr. Tos

Education

Mrs. Narttaya Chirathivat

• B.S. (Economic) University of Hartford, CT, U.S.A. • MBA University of Hartford Paris, France

Experiences during 5 years until now

1995-Present Senior Vice President - Merchandising, Robinson Department Store PCL.

Age 45 Yrs.

Position

Senior Vice President - Operations

Education

• HND in Business Practices and Business Computer Practices, Dundee College of Commerce • 5’0’ Grade-3’H’Level, Lawside RC Academy

Experiences during 5 years until now

Mr.Gerard McGurk Age 42 Yrs.

1984-1998 Commercial Manager, Marks and Spencer PCL. (United Kingdom) 1998-2000 District Manager, Robinson Department Store PCL. 2000-2002 Managing Director, • Planer Sports China Limited. • TS Lifestyle Thailand Limited. 2003-2007 Vice President, Commercial Operations, Robinson Department Store PCL. 2007-Present Senior Vice President, Operations, Robinson Department Store PCL.

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers Position

Vice President - Business Analysis and Development

Education

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

Experiences during 5 years until now

Mr. Sukitti Kittipassorn

1997-2006 Vice President - Operation Systems and Support, Robinson Department Store PCL. 2007-Present Vice President - Business Analysis and Development, Robinson Department Store PCL.

Age 52 Yrs.

Position

Vice President - Merchandising

Education

• BBA (General Management) Sukhothaithammathirat University • MBA, National Institution of Development Administration

Experiences during 5 years until now

1997-2006 Vice President - General Merchandising, Big C Supercenter PCL. 2006-Present Vice President - Merchandising, Robinson Department Store PCL.

Mrs. Ratana Anoontakaroon Age 49 Yrs.

Position

Vice President - Operation Systems and Support

Education

• Bachelor Degree (Auditing), 1st Honor, The University of the Thai Chamber of Commerce • Master Degree (Master of Public and Private Management) National Institute of Development Administration

Experiences during 5 years until now

Mr. Anan Tantipanyakun Age 41 Yrs.

1995-2003 Store General Manager, Big C Supercenter PCL. 2003-2007 Analysis Project and Director, Robinson Department Store PCL. 2007-Present Vice President - Operation Systems and Support, Robinson Department Store PCL.

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Robinson Department Store Public Company Limited

Information of Board of Directors and Executive Officers

Position

Vice President - Marketing

Education

• Bachelor Degree in Communication Arts (International Program), Bangkok University

• MA (Communication) (International Program), 1st HONOR (Golden Medal), Bangkok University

Experiences during 5 years until now

Miss Sirinij Chockchairittikul

1995-2002 Regional Store Manager, Marks and Spencer PCL. (United Kingdom), Marks and Spencer (Thailand) 2002-2005 General Manager - Merchandise Ready to wear (Credit Differentiate), Robinson Department Store PCL. 2005-2008 Vice President - Merchandising, Robinson Department Store PCL. 2008-Present Vice President - Marketing, Robinson Department Store PCL.

Age 33 Yrs.

Position

Company Secretary /Vice President - Finance

Education

• Bachelor Degree (Accounting), Chulalongkorn University • Corporate Secretary Program (CSP) 2007, Thai Institution of Directors Association

Experiences during 5 years until now

Mr. Parivat Sopasit

1995-2001 Accounting and System Manager, Siam Gardian Glass Co., Ltd. 2001-2003 Accounting Director, CRC Power Retail Co., Ltd. 2003-Present Vice President - Finance, Robinson Department Store PCL.

Age 50 Yrs.

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Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility Good Corporate Governance and Corporate Social Responsibility

The Board of Directors and the Company’s executive officers are determined to formulate and develop good corporate governance level to be the key foundation for business operation, so as to gain universal acceptance, to be transparent and ethical for business operation, and to be responsible for stakeholders of the Company which includes shareholders, employees, customers, business alliances and societies. Therefore, the Company conducts its business in compliance with corporate governance principles and the guidelines laid down by the Securities and Exchange Commission (SEC). The Company is determined to apply corporate governance as its guiding principle for efficient business management, value-added business reinforcement, and sustainable business growth enhancement.

Since 2007, the Company’s board of directors issued a written good corporate governance practices and code of conduct and has strictly adhered to good corporate governance practices and code of conduct. As a result, the Company was rated as “excellent” or 4 stars following the good governance assessment of the SET-listed companies 2008 as according to the survey of Thai Institute of Directors. This was disseminated through Corporate Governance Report of Thai Listed Companies 2008, in which 448 listed companies participated in this evaluation, whereas this year is the first year that the Company was evaluated. Apart from the success of receiving 4 stars rated for good corporate governance, the Company was also awarded as outstanding enterprise for every Robinson stores for 2 consecutive years, where top executive officers and general managers from both Bangkok and upcountry stores received this honorable award from Labour Minister at Ministry of Labour on 23 September 2008. This is the testament showing that the Company is always committed towards being attentive and placing emphasis on labour relation with its employees.

For the year ahead, the Company will be consistently and strictly determined to operate its business in compliance with the good corporate governance. In the year 2009, the Company has a further plan to increasingly communicate the good corporate governance practices to employees in order to make guidelines more concrete.

The Rights of Shareholders

Recognizing the importance of shareholders rights, not only the basic rights but also other rights which include the right to receive stock certificates, to transfer shares, and to receive dividends. The Company shall protect shareholders rights and encourage them to use their rights, including shall not do anything to infringe their rights or to deprive them of their rights. The Company has been striving to enhance the efficiency of distribution of necessary news and information procedure to ensure that shareholders will receive sufficient and accurate information on the Company in a timely manner. Shareholders can use their rights to protect their interests by asking, commenting, recommending and voting in the Meeting of Shareholders. In addition, shareholders and minority shareholders are able to address their questions, agendas of the meeting and proposal of qualified candidates for the Company’s director nomination 3 month prior the Meeting of Shareholders via E-mail : ir@robinson.co.th

The Company places an emphasis on arranging the Annual General Meeting of Shareholders, including the Extraordinary Meeting of Shareholders in order to encourage shareholders to participate in monitoring the Company’s operation and to receive information in advance for making deliberate consideration before attending the meeting. Regarding details of information for each agenda in the meeting’s supporting documents for shareholders’ consideration; the Company follows and adheres to the practical guidelines of the AGM Checklist provided by the Securities and Exchange Commission (SEC). In the Meeting of year 2008, the Company encouraged its board of directors especially the chairman, chairman of the sub-committee and president to attend the shareholders’ meetings with prior notices provided by the Company’s secretary to enable all directors to allocate time for the meeting.

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Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility • Arranging the meeting

The Company supports shareholders to attend the shareholders’ meeting. There is no restriction on the right to attend the meetings for shareholders who show up late. The Company facilitates shareholders to attend the meetings both in terms of venue, food and beverages preparation as well as proper time setting. Regarding meeting notices, the Company provides shareholders, in advance of meetings, with meeting notices that contain all agenda details, each with the board of directors’ opinions, supporting information on agenda details, details about the credentials each shareholder needs to bring to the meeting. All supporting documents both in Thai and English versions along with the proxy forms are also posted on the Company’s website at least 30 days in advance of meeting.

Such documents are also sent to shareholders at least 14 days prior to the meeting and 21 days prior to the meeting in case there is consideration for connected transaction. The documents are sent to all shareholders whose name appeared on the book of shareholder list as of record date. In addition, independent directors who do not have any conflict of interest issues related to the agendas are appointed as proxy. Shareholders are allowed to appoint either other persons or the Company’s independent directors

as their proxy.

The Company has not distributed any documents that contained additional information at the meetings. There have been neither additional meeting agendas nor changes on important on information without prior notice, especially the important agendas that required shareholders’ times to make consideration. The Company strictly adheres to this direction every year.

• During the meeting

Before the meeting formally began, Chairman of the Board will explain detail of making up a quorum, voting right, voting procedures and vote counting clearly to shareholders, whereby, one share is for one vote and the agenda shall be approved by simple majority, however, some agenda shall be approved by at least two-third or three-fourth of shares representing and owning right to vote according to the Company article of association and law. In case where the meeting considers approving the connected transaction, connected person and shareholder who is interested party shall not have a right to vote. By this, the Company’s meeting notice shall provide sufficient information together with financial advisor’s opinion regarding the reason of entering into such transaction as supporting information for shareholder.

Voting is conducted through a bar code system for shareholders and proxy holders. With transparency and verification, separate voting slips are provided for each agenda item. Every Meeting shareholders are allowed to freely express their opinions, give suggestions, raise questions on any agenda item, and timely discussion. Each query shall be considered materially where chairman and management answer clearly with sufficient detailed information on the matters. After that chairman shall convene the meeting agenda accordingly, no additional meeting agenda without prior notice.

In vote for election of directors, the Company conducts voting procedure to electing each candidate nominated as a director only and also encourages shareholder to apply proxy which dominated direction of voting (Proxy Form B). Additionally, the Company provides special proxy for the custodian, foreign institution shareholder (Proxy Form C).

In each meeting, the Company minutes of the meeting accurately and exhibits voting results of each agenda. In addition, the Company also records VDO through the meeting and posts in their website (www.robinson.co.th) within 14 days after the meeting.

By doing so, the Company’s result of the AGM assessment 2008 attained ‘excellent’ with score range higher than 90 from 110 full scores.

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Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility Equitable Treatment of Shareholders

The Company adheres to the equitable treatment of shareholders, especially minority shareholders shall receive the basic rights and other rights equally to other shareholders, for example:- the minority shareholders have rights to propose qualified candidates for director nomination, to propose agendas via the Company’s secretary to directors for further consideration before the board of directors will arrange the Meeting of Shareholders for consideration 3 months in advance, and to receive fairness in the Meeting of Shareholders.

The Company allows shareholders who can not attend the meeting to appoint either other person or the Company’s independent directors to participate and cast the votes in the meeting. In addition, shareholders are also allowed to make opinions and ask questions.

In addition, the Company requests that new executives report the holding of securities and also the transfer of securities to the Securities and Exchange Commission (SEC) pursuant to section 59 under the Securities and Exchange Act B.E. 2535. The Company also clearly specifies the duties and responsibilities of the executives and organization units by prohibiting executives or any persons who have inside information from disclosing such information to outsiders on non-engaged persons which may cause damage to all shareholders, except if the disclosure is made to the public as specified in the regulations of the Stock Exchange of Thailand. Any violation shall be subject to disciplinary action according to the Company’s regulations. The Company also emphasizes on considering issues that may cause conflict of interests, related transactions and connected transactions. By doing so, the Company strictly abides by the notification and regulation in case it has to consider any issue that may cause conflict of interests, related transactions and connected transactions. In addition, directors who have beneficial interests shall not participate in consideration of any matters.

The Role of Stakeholders in Corporate Governance

Apart from shareholders, the Company takes into account all groups of stakeholders, making sure that they are treated fairly and in accordance with their legal rights as specified in the laws that concern stakeholders and/or through mutual agreements with the Company. Written business ethic was produced to enable directors, executives, and staff to understand and recognize the ethical standard that has been employed in the Company’s business operation. The Company strongly hopes that everyone in the organization will strictly comply with the guidelines of practices, while promoting conduct that expresses its responsibility towards stakeholders. The Company realizes that all stakeholders play a supportive role in the Company’s long-running success with details as follows:-

Shareholders – The Company is determined to operate its business and has been striving for steady growth in compliance with the good corporate governance, taking into account sustainable growth in returns for shareholders. The Company places great emphasis on the rights of shareholders and ensures the equitable treatment of shareholders. The Company respects shareholders rights to receive necessary information for making evaluation of the Company’s management by disclosing operating performance, operating financial status, and other supporting reliable information in a timely manner in order to enhance the transparency and fairness to shareholders.

Employees – The Company has been striving to develop and create a good relationship between the Company and its staff by treating them according to the regulations set out under the labor and social welfare law. It strictly respects staff’s individual rights, and provides proper remuneration and welfare benefits in comparison with those in the same business group, such as:- establishing provident fund and savings cooperative, endowing scholarship to employees’ children who demonstrate excellent academic, and 51

Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility providing annual medical check-up for employees, etc. The Company set up a working unit particularly responsible for staff welfare benefits at all branches to ensure that the Company’s staff as well as the sales staff employed by our business partners receives a fair treatment from the Company, while working in a proper and safe environment. In addition, the Company stresses the importance of developing potential of human resources in knowledge, mental health and morality. Staffs at all levels have opportunity to receive skill enhancement thoroughly and continually. Various activities have been organized for staff to promote teamwork and create pleasant atmosphere.

Partners and/or Creditors – The Company strictly observes and adheres to all its obligations to partners and/or creditors. It has regulations to prohibit executives or staff from performing any illegal or unethical practices against partners and/or creditors by admitting or asking for any properties or benefits. Should there be any evidence or information of unethical practice the Company or partners and/or creditors must inform or disclose such information for joint consideration to find a solution to the problem in order to prevent any losses which may occur in the future.

Customers – The Company attempts to create customer satisfaction by providing fine quality products that meet customers’ demands at reasonable price as well as excellent service. It also conducts its business rightly and equitably. The Company has a strict policy of preventing the confidential information of customers. Customers have a chance to make complaints or queries at all time.

Competitors – The Company abides by the framework, rules and ethics of fair competition, and will not destroy the reputation of its competitors through pricing strategy or any unethical strategies.

Community and Environment – The Company has a policy to continually support activities which are beneficial to the community and environment. It will not take any illegal action or support any illegal action which is harmful to the natural resources and community.

Information Disclosure and Transparency

The Company stresses the importance of the disclosure of information including financial reports and business information that is accurate, complete, transparent, equitable, and on a timely basis through the communication channel of the SET and the Company’s website www.robinson.co.th. For investor relations, the Company assigns the investor relations section, the financial management and investor relations division, along with the president and vice president of finance to be responsible for duties related to investor relations in order to communicate important and beneficial information to the institutional investors, shareholders, stock analysts, press and general public. In the year 2008, investor relation activities were as follows:-

1. Company visits by investors and analysts, including conference calls were in total of 95 companies or persons which was equivalent to 50 times (Remark: the number of time was counted by the number of company or person that visited the Company) 2. Thailand Focus and Investor Conference were in total of 2 times 3. Opportunity Day was 3 times

Investors can contact the Company’s investor relations section by contacting Ms. Jiraphan Thongton at tel. 02 248-2626 ext. 732, 733 or e-mail: ir@robinson.co.th

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Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility Regarding the quality of financial reports, the Company’s board of directors is responsible for consolidated financial statements of the Company and its subsidiaries (approved by the Company’s auditor) as well as financial information presented in the annual report. The Company’s board of directors appoints the audit committee which consists of an independent committee responsible for the quality of financial reports and internal control system. For the year 2008 financial report, the board of directors had the opinion that such financial statements were prepared in accordance with Thai General Accepted Accounting Principles through the adoption of the appropriate accounting policy and consistent practice of that policy, including the disclosure of substantial information in the Notes to the financial statements of the Company and its subsidiaries.

Responsibilities of the Board

Board Composition The Annual General Meeting of Shareholders in the year 2008 has passed the resolution to appoint 1 additional independent director.

The Company has currently 4 independent directors which account for one-thirds of the board. As a result, the board composition is in compliance with the good corporate governance principles related to the board of directors’ structure that comprises independent directors which must account for at least one-thirds of the board. This will lead to clarity in checks-and-balances system.

The current board of directors has diversified qualification in both skills and professional working experiences of retailing and department store business management, including high proficiency and expertise on accounting, finance and law. The board of directors comprises 11 members including:

- 1 Executive Director

- 6 Non-Executive Directors

- 4 Independent Directors

(Independent Directors are 36.4%)

Roles and Responsibility of the Board The board of directors’ authority and responsibilities include: - Carries out the Company’s activities in accordance with governing laws, the Company’s objectives and Article of Association, as well as the resolutions of shareholder meeting. Directors shall perform their duties in good faith, with due diligence and care for the Company’s interest.

- Directors must possess honesty, faithfulness, business ethics, skills, experience and expertise that are useful to the Company and also put all efforts to the Company.

- Be consistently accountable to the shareholders and protect the benefit of each shareholder equally. The Board arranges for the disclosure of Company information to shareholders, investors, and all stakeholders. Such information must be correct, complete, standardized, transparent, and timely.

- The Board shall define the Company’s vision, strategies, policy and business directions and ensure that the business is efficiently and effectively administered by the management team under the Company’s policy to add the highest value, which must be secure and sustained, to the Company and shareholders. The Board regularly monitors business performance by setting up the Board’s Meeting in every quarter.

- The Board shall provide reliable systems for accounting, financial reporting, account auditing, including the efficient internal control system and internal audit, which the Board appointed the Audit Committee to be responsible for this matter.

- The Board set up the Risk Management Working Team and the Good Corporate Governance Working Team which appointed Independent Director as chairman of each working team. This provides efficient risk management and regular monitoring including good corporate governance practices.

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Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility - The Board shall arrange a corporate secretary to assist the Board in its various activities and run the business in line with

the related laws and regulations.

- Independent directors should exercise independent discretion in the formulation of strategies, management of work and resources, appointment of directors, and determination of business standards. They should also be ready to disagree with management team members and other directors on matters that may affect the equality of each shareholder.

- Chairman of the Board does not be the same person of the President of the Company for duties and responsibilities desperation and hold balance of operation power.

The number of board position The Company defines limit of the number of board positions that a director can hold which shall not exceed 5 positions during his/her tenure in order for director to have time to attend the meeting for following up the Company’s business performance. While, the Company’s president shall limit to be the president of a listed company only in order for he/she to have sufficient time to conduct the business operation.

Sub-committee and Working Team In 2008, the Board considered and appointed the additional Committees as appropriate. The new appointed sub-committees are responsible for specific duties which expertise is needed to consider and review on the assigned work as its delegation. The Committees shall report their duties to the Board according to annual schedule. Details of committees have shown as the followings;

1. Audit Committee the structure of audit committee comprises of 3 independent directors and one of them must possess the knowledge of finance and/or accounting.

2. Nomination and Remuneration Committee the structure of the committee comprises of 2 independent directors as minimum, where the proportion of independent director shall not less than two-third of the committee and being the chairman of the committee.

3. Risk Management Working Team the structure of the working team comprises of 1 independent director as minimum and also being the chairman of the working team.

4. Good Corporate Governance Working Team the structure of the working team comprises of 1 independent director as minimum and also being the chairman of the working team.

The Board Meetings The Company’s Board of Director Meetings is held on regular basis, at least 1 meeting in every quarter. The Board has set its meeting schedule in advance for every quarter and sends notice of the meeting along with a meeting agenda and meeting documents of each agenda to each director in advance of the meeting date so that the directors have sufficient time for their consideration. In the event that queries are raised from director, each director has their right to examine the meeting document and other important documents and the management shall state it clearly.

Of the Board Meeting, the chairman of the Board, President, and corporate secretary set the meeting agenda and all important issues together including the Company and its subsidiaries’ acquisition or disposal of assets which is significantly impact on the Company, investment project, as well as connected transactions, in such case, these issues shall be proposed to the board of executive directors and/or audit committee for their consideration and state their opinion before propose to the Board.

In the agenda that one of the director who has interest in transaction shall be in the meeting room before the Board consider

and make decision on that agenda.

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Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility Details of the meeting attendance of the Board of Directors and the Committee in 2008

Meeting Attendance

(No. of Attendance / No. of Meeting) Directors’ Name Position

Board of Audit

Directors Committee 1. Mr. Sudhisak Chirathivat Chairman 6/6 2. Mr. Sudhitham Chirathivat Vice Chairman 6/6 3. Mr. Prin Chirathivat Director 6/6 4. Mr. Tos Chirathivat Director 4/6 5. Mr. Preecha Ekkunagul Director 6/6 6. Mr. Piya Nguiakaramahawongse Director 5/6 7. Mr. Pandit Mongkolkul Director 6/6 8. Mr. Somchai Apiwattanaporn Chairman of the Audit Committee / Independent Director 6/6 5/5 9. Mr. Phibul Phatharodom Audit Committee / Independent Director 6/6 5/5 10. Mr. Vithaya Chavananand Audit Committee / Independent Director 6/6 5/5 11. Mr. Charan* Mongkolchan Independent Director 4/5*

Remark *Mr. Charan Mongkolchan was appointed as director by the Meeting of Shareholders No. 1/2008 held on 25 April 2008, and has started participating in the Board of Directors’ Meeting No. 2/2008 onwards.

Board Self Assessment The Company conducts self assessment for the Board of Directors and Audit Committee at least 1 time per year.

Board and Management Training The Company encourages each director including corporate secretary to attend a course from Thai Institute of Directors (IOD) and from other institutions in order to increase their caliber and deem beneficial to the Company’s current corporate governance appropriately. In 2008, 90% of the directors in the Board have attained the certificate from IOD.

The Company has determined president and senior vice president to establish his/her succession plan and report the progress to the Board of Executive Directors.

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Robinson Department Store Public Company Limited

Good Corporate Governance and Corporate Social Responsibility Social Responsibility

Since one of the Company’s policies is its strong commitment to social responsibility, Robinson Department Store has thereby cultivated a deep awareness among every level of its staff with regards to the paramount significance of loving society and environment. This policy has been implemented through the Company’s internal PR camapign and in the year 2008, worthwhile activities in four different areas was carried out as follow,

1. Support for blood donation, in conjunction with the Thai Red Cross Society : Robinson Department Store has extended its collaboration with a number of state entities in continuously supporting the National Blood Center, Thai Red Cross Society.

Some of the activities include its blood donation mobile vehicles support for presenting to H.R.H. Princess Maha Chakri Sirindhorn, a blood donation PR campaign, organising souvenirs for blood donation in commemorating the 80th anniversary of H.M. the King, encouraging its staff to make an annual blood donation, as well as supporting the Provincial Red Cross Chapters in provinces where Robinson outlets are located.

2. Support for community aid and environmental preservation : Through a number of environmental foundations, the Company has been providing its support in blanket donation campaign to help aid villagers afflicted by cold weather, in line with placing donation boxes at all of its branches to raise fund for environmental foundations, along with providing kind support for other projects. In 2008, Robinson Department Store extended its support for underprivileged children refuge at Redemptorist Center, Pattaya (Khun Ray Foundation), the royally-initiated mangrove conservation project with the Department of Marine and Coastal Resource at Chonburi Province, as well as offering financial aid for Kui Buri Wild Elephant Foundation in helping endangered wild elephants.

3. Support for Education and Sports : Realising the importance the education among the young Thais, Robinson Department Store has offered its financial aid for education equipment and participated in the restoration of school buildings in various regional areas. Robinson Department Store’s education support campaigns which took place in 2008 include “Robinson Realises 80 Dreams of 80 Schools” in rural areas, “Robinson I Love My School” campaign for new school building at “Mae Fah Luang” hill tribe community learning center at Doi Fah Hom Pok, Amphoe Fang, Chiang Mai Province, as well as the Company’s blankets offering to villagers suffering from cold weather and education kits for underprivileged students in Chiang Mai Province. In addition, with its prime concern for people’s good health, the Company has continuously extended its support for numerous sports events.

4. Support for nurturing Buddhism : Robinson Department Store has unfailingly nurture and promote Buddhism through its assistance in activities concerning important Buddhists’ days so as to proliferate the Kingdom’s rich cultures and traditions.

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Robinson Department Store Public Company Limited

Report of the Audit Committee

Dear Shareholders of Robinson Department Store Public Company Limited

In 2008, the Audit Committee performed their duties and responsibilities as assigned by the Company’s Board of Directors in compliance with the regulations of the Stock Exchange of Thailand. The Committee held 6 meetings in all that participated among management, auditors and internal auditors according to the appropriate agendas, as well as reported the operating results to the Company’s Board of Directors every quarter. The Audit Committee reported, expressed their opinions, and offered suggestions as deemed necessary. Duties performed were, in summary, as follows:

Procedures for Making Financial Reports and the Disclosure of Information The Audit Committee reviewed the appropriateness of preparation of annual financial statements of the year 2008 and the creditability of disclosure of financial information. Including, the committee considered risk issues, relevant accounting standards or changes in accounting standards, as well as granted approval that quarterly and annual financial statements were consistent with generally accepted accounting principles. They also ensured that important information, connected transactions, and transactions which may cause conflict of interest were sufficiently and credibly disclosed.

Internal control system and internal audit The Audit Committee considered and made recommendations to the annual audit planning that it covered business risks, reported auditing result of the office of internal control and monitoring result of solution measurements, supervised internal audit to be compliance with professional standards, and reasonably ensured that internal control system was sufficient and appropriate which would help drive the organization to meet the target with efficiency and value. The committee also considered and supported workforce and ongoing personnel development of internal team.

Compliance with regulations and related laws The Audit Committee consistently reviewed the Company’s compliance subjected to the Securities and Stock Exchange Act, Regulations of the Stock Exchange of Thailand, and other related business laws.

Disclosure of information of connected transactions The Audit Committee considered the entry of connected transactions, including prepared documents for comparing fair price / market price, as well as supported the disclosure of information on connected transactions or transactions which may cause conflict of interest on a regular basis. In addition, they provided suggestions to the Company’s Management to assure that it has transparency and accuracy in practice.

Risk management The Audit Committee consistently considered and gave their opinions to the progress report of the Company’s risk management working group, including exchanged the knowledge and information related to risk and internal control which has caused or may cause effects on the Company with the risk management working group and Management. Since the Company’s risk management working group emphasized on risk assessment, corporate risk was reviewed to be appropriate to the key business risk and operating plan to lower the risk.

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Robinson Department Store Public Company Limited

Report of Audit Committee

Good Corporate Governance The Audit Committee continuously fosters and follows up Good Corporate Governance practices, while providing suggestions necessary for improving such practice.

Selection and appointment of auditor The Audit Committee is responsible for nominating selection of auditor by considering remuneration for auditing fees, readiness of conducting audits in accordance with auditing standards, and proposal of auditing report. Then they proposed to the Company’s board the further appointment of KPMG Phoomchai Audit Ltd. as the Company’s Auditors for the year 2009 with remuneration to the amount of Baht 3,620,000. Remuneration for the Auditors of subsidiaries was Baht 1,740,000. Total remuneration for the Company and its subsidiaries was Baht 5,360,000. This will be submitted to the shareholders’ meeting for the approval.

Self-assessment of the Audit Committee To enhance the working effectiveness of the Audit Committee, self-assessment was therefore conducted every year. Assessment of the Audit Committee’s performance for the year 2008 was done independently on 16 February 2009 and yielded complete results.

The Audit Committee concluded that the Company has appropriate and reliable procedures for making financial reports and the disclosure of information, as well as a sufficient internal control system.

(Mr. Somchai Apiwattanaporn)

Chairman of the Audit Committee

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Robinson Department Store Public Company Limited

Statement of the Directors Responsibility

The Board of Directors is responsible for financial statements of Robinson Department Store Public Company Limited and its subsidiary. The financial statements and information set out in Annual Report have been prepared in compliance with the generally accepted accounting principles in Thailand and other appropriate and consistent accounting policies and with careful consideration.

Thus the Company has disclosed all important information in the Notes under the Financial Statements, in a proper and highly transparent manner.

The Board of Directors provides and maintains appropriate and efficient internal control systems, ensuring that all accounting records are accurate, complete and sufficient to protect the Company’s assets.

In this regard, the Board of Directors has appointed the Audit Committee, comprising independent directors, to review the financial reporting and internal audit procedures. The Audit Committee’s Report is presented accordingly in this Annual Report.

The Board of Directors agrees that the overall internal control systems of Robinson Department Store Public Company Limited are satisfactory and creditable rationally for reliability on the financial statement of Robinson Department Store Public Company Limited and its subsidiary for the year ending 31 December 2008.

(Mr. Sudhisak Chirathivat) (Mr. Preecha Ekkunagul)

Chairman of the Board of Directors President

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Robinson Department Store Public Company Limited

Audit report of Certified Public Accountant

To the shareholders of Robinson Department Store Public Company Limited I have audited the accompanying consolidated and separate balance sheets as at 31 December 2008, and the related statements of income, changes in equity and cash flows for the year then ended of Robinson Department Store Public Company Limited and its subsidiaries, and of Robinson Department Store Public Company Limited, respectively. The Company’s management is responsible for the correctness and completeness of information presented in these financial statements.

My responsibility is to express an opinion on these financial statements based on my audit. The consolidated and separate financial statements of Robinson Department Store Public Company Limited and its subsidiaries, and of Robinson Department Store Public Company Limited, respectively, for the year ended 31 December 2007 were audited by another auditor whose report dated 18 February 2008 expressed an unqualified opinion on those financial statements for the year ended 31 December 2007 with an emphasis of matter covering the Company’s financial statements for the year ended 31 December 2006 have been restated for the effects of the change in accounting policy for investments in subsidiaries and associates from the equity method of accounting to the cost method.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about 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 audit provides a reasonable basis for my opinion.

In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial positions as at 31 December 2008 and the results of operations and cash flows for the year then ended of Robinson Department Store Public Company Limited and its subsidiaries, and of Robinson Department Store Public Company Limited, respectively, in accordance with generally accepted accounting principles.

I draw your attention to note 32 to the financial statements regarding the change in accounting policy for goodwill and negative goodwill arising from business combination.

(Winid Silamongkol) Certified Public Accountant Registration No. 3378 KPMG Phoomchai Audit Ltd. Bangkok 16 February 2009

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Robinson Department Store Public Company Limited

Balance sheets As at 31 December 2008 and 2007

Assets

Note

Consolidated financial statements 2008 2007

Separate financial statements 2008 2007

(in Baht) Current assets Cash and cash equivalents 5 1,547,389,545 1,571,408,509 1,195,639,350 1,233,696,385 Current investments 6 244,185,774 - 244,185,774 Trade accounts receivable 4, 7 377,612,900 390,665,270 274,481,418 285,480,659 Short-term loans to related parties 4 - - 1,774,338,095 1,973,693,286 Inventories 8 779,592,667 663,140,266 478,731,929 416,464,868 Other current assets 4, 9 759,517,449 346,493,303 726,433,162 328,336,948 Total current assets 3,708,298,335 2,971,707,348 4,693,809,728 4,237,672,146

Non-current assets Investments in subsidiaries and associates 10 983,010,841 811,986,014 798,847,990 798,847,990 Other long-term investments 6, 11 26,250,000 26,250,000 26,250,000 26,250,000 Long-term loans to related parties 4 - - 61,223,493 61,223,493 Property, plant and equipment 12 1,717,302,477 1,791,052,808 999,627,019 1,016,101,607 Leasehold rights 13 2,832,795,294 3,026,346,385 1,410,090,217 1,514,044,008 Goodwill 14 60,534,991 56,924,082 - Other non-current assets 15 338,220,720 345,531,940 141,780,485 141,315,309 Total non-current assets 5,958,114,323 6,058,091,229 3,437,819,204 3,557,782,407

Total assets 9,666,412,658 9,029,798,577 8,131,628,932 7,795,454,553

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Robinson Department Store Public Company Limited

Balance sheets As at 31 December 2008 and 2007

Liabilities and equity

Note

Consolidated financial statements 2008 2007

Separate financial statements 2008 2007

(in Baht) Current liabilities Trade accounts payable 4, 16 2,426,109,613 2,482,833,160 1,383,271,652 1,450,065,653 Short-term loans from related parties 4, 17 - - 1,085,501,467 1,007,837,195 Income tax payable 109,125,116 77,374,857 69,237,802 58,686,819 Other current liabilities 4, 18 817,221,799 702,175,405 668,222,608 517,013,178 Total current liabilities 3,352,456,528 3,262,383,422 3,206,233,529 3,033,602,845

Non-current liabilities Long-term loan from related party 4, 17 - - 113,300,000 113,300,000 Unearned lease income 51,204,053 59,854,212 - Other non-current liabilities 19 14,199,200 14,699,200 - Total non-current liabilities 65,403,253 74,553,412 113,300,000 113,300,000 Total liabilities 3,417,859,781 3,336,936,834 3,319,533,529 3,146,902,845

Equity Share capital 20 Authorised share capital 3,942,847,022 3,942,847,022 3,942,847,022 3,942,847,022 Issued and paid-up share capital 3,942,847,022 3,942,847,022 3,942,847,022 3,942,847,022 Reserves Fair value changes 22 (6,048,000) - (6,048,000) Retained earnings Appropriated Legal reserve 22 207,317,000 175,917,000 207,317,000 175,917,000 Treasury share reserve 22 12,797,150 - 12,797,150 Unappropriated 1,954,601,120 1,419,396,988 667,979,381 529,787,686 Treasury shares 21 (12,797,150) - (12,797,150) Total equity attributable to equity holders of the Company 6,098,717,142 5,538,161,010 4,812,095,403 4,648,551,708 Minority interests 149,835,735 154,700,733 - Total equity 6,248,552,877 5,692,861,743 4,812,095,403 4,648,551,708

Total liabilities and equity 9,666,412,658 9,029,798,577 8,131,628,932 7,795,454,553

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Robinson Department Store Public Company Limited

Statements of income For the years ended 31 December 2008 and 2007

Note

Consolidated financial statements 2008 2007

(in Baht)

Separate financial statements 2008 2007

Revenues Revenue from sale of goods 4 12,417,011,866 11,284,877,927 7,286,620,411 6,845,437,557 Rental and service income 4 692,827,222 681,113,678 408,508,638 407,923,559 Interest income 4, 24 34,794,470 17,293,796 207,146,883 234,373,955 Other income 4, 25 407,107,339 485,943,751 456,978,689 502,662,028 Share of profits from investments accounted for using the equity method 10 171,024,826 132,672,691 - Total revenues 13,722,765,723 12,601,901,843 8,359,254,621 7,990,397,099

Expenses Cost of sale of goods 9,529,497,238 8,684,563,345 5,578,293,855 5,265,069,148 Selling and administrative expenses 4, 26 2,925,660,268 2,820,884,708 2,012,971,619 2,005,768,341 Total expenses 12,455,157,506 11,505,448,053 7,591,265,474 7,270,837,489

Profit before interest and income tax expenses 1,267,608,217 1,096,453,790 767,989,147 719,559,610 Interest expense 4, 28 - 3,571,847 6,950,329 8,418,431 Income tax expense 29 227,438,657 208,696,505 134,407,238 164,092,133 Profit for the year 1,040,169,560 884,185,438 626,631,580 547,049,046

Attributable to: Equity holders of the Company 1,020,033,107 864,377,487 626,631,580 547,049,046 Minority interests 20,136,453 19,807,951 - Profit for the year 1,040,169,560 884,185,438 626,631,580 547,049,046

Basic earnings per share 30 0.92 0.78 0.56 0.49

63

Consolidated financial statements Retained earnings

(in Baht) Balance at 1 January 2007

11,106,611,330 (7,217,474,659) - 148,415,000 - 991,643,415 - 5,029,195,086 140,172,087 5,169,367,173 Changes in equity for 2007

Profit for the year - - - - - 864,377,487 - 864,377,487 19,807,951 884,185,438

Total recognised income - - - - - 864,377,487 - 864,377,487 19,807,951 884,185,438 Decrease

in minority interests on

liquidation of subsidiary - - - - - - - - (5,279,305) (5,279,305)

Capital decrease 20 (7,163,764,308) 7,217,474,659 - - - (53,710,351) - - -

Dividend 31 - - - - - (355,411,563) - (355,411,563) - (355,411,563)

Legal reserve 22 - - - 27,502,000 - (27,502,000) - - -

Balance at 31 December 2007 3,942,847,022 - - 175,917,000 - 1,419,396,988 - 5,538,161,010 154,700,733 5,692,861,743

Balance at 1 January 2008 3,942,847,022 - - 175,917,000 - 1,419,396,988 - 5,538,161,010 154,700,733 5,692,861,743

Change in accounting policy 32 - - - - - 3,610,910 - 3,610,910 - 3,610,910

Restated balance 3,942,847,022 - - 175,917,000 - 1,423,007,898 - 5,541,771,920 154,700,733 5,696,472,653

Changes in equity for 2008

Changes in fair value - - (6,048,000) - - - - (6,048,000) - (6,048,000)

Profit for the year - - - - - 1,020,033,107 - 1,020,033,107 20,136,453 1,040,169,560 Total

recognised income

and expense - - (6,048,000) - - 1,020,033,107 - 1,013,985,107 20,136,453 1,034,121,560

Treasury shares acquired 21 - - - - - - (12,797,150) (12,797,150) - (12,797,150)

Dividend 31 - - - - - (444,242,735) - (444,242,735) (25,001,451) (469,244,186)

Legal reserve 22 - - - 31,400,000 - (31,400,000) - - -

Reserve for treasury shares 22 - - 12,797,150 (12,797,150) - - -

Balance at 31 December 2008 3,942,847,022 - (6,048,000) 207,317,000 12,797,150 1,954,601,120 (12,797,150) 6,098,717,142 149,835,735 6,248,552,877

Total equity Issued and Appropriated Appropriated attributable to paid-up Share Fair value to legal to treasury Treasury equity holders of Minority Total discount changes reserve share reserve Unappropriated shares the Company interests equity Note share capital

For the years ended 31 December 2008 and 2007

Statements of changes in equity

Robinson Department Store Public Company Limited

64

Total equity attributable to equity holders of the Company

(in Baht)

Balance at 1 January 2007 11,106,611,330 (7,217,474,659) - 148,415,000 - 419,362,554 - 4,456,914,225

Changes in equity for 2007

Profit for the year - - - - - 547,049,046 - 547,049,046

Total recognised income - - - - - 547,049,046 - 547,049,046

Capital decrease 20 (7,163,764,308) 7,217,474,659 - - - (53,710,351) -

Dividend 31 - - - - - (355,411,563) - (355,411,563)

Legal reserve 22 - - - 27,502,000 - (27,502,000) -

Balance at 31 December 2007 3,942,847,022 - - 175,917,000 - 529,787,686 - 4,648,551,708

Balance at 1 January 2008 3,942,847,022 - - 175,917,000 - 529,787,686 - 4,648,551,708

Changes in equity for 2008

Changes in fair value - - (6,048,000) - - - - (6,048,000)

Profit for the year - - - - - 626,631,580 - 626,631,580

Total recognised income and expense - - (6,048,000) - - 626,631,580 - 620,583,580

Treasury shares acquired 21 - - - - - - (12,797,150) (12,797,150)

Dividend 31 - - - - - (444,242,735) - (444,242,735)

Legal reserve 22 - - - 31,400,000 - (31,400,000) -

Reserve for treasury shares 22 - - - - 12,797,150 (12,797,150) -

Balance at 31 December 2008 3,942,847,022 - (6,048,000) 207,317,000 12,797,150 667,979,381 (12,797,150) 4,812,095,403

Note

Separate financial statements Retained earnings

Issued and Appropriated paid-up Share Fair value Appropriated to treasury Treasury share capital discount changes to legal reserve share reserve Unappropriated shares

For the years ended 31 December 2008 and 2007

Statements of changes in equity

Robinson Department Store Public Company Limited

65

Robinson Department Store Public Company Limited

Statements of cash flows For the years ended 31 December 2008 and 2007

Consolidated financial statements 2008 2007

(in Baht)

Separate financial statements 2008 2007

Cash flows from operating activities Profit for the year 1,040,169,560 884,185,438 626,631,580 547,049,046 Adjustments for Depreciation and amortisation 630,086,889 691,486,271 381,233,476 438,877,625 Interest income (34,794,470) (17,293,796) (207,146,883) (234,373,955) Interest expense - 3,571,847 6,950,329 8,418,431 Dividend revenue (262,500) (262,500) (262,500) (262,500) Bad debts and doubtful debts expenses (reversal) (1,054,888) 2,952,807 (37,510,356) 351,449 Allowance for obsolete and slow-moving inventory (42,827,133) 1,426,452 (43,942,414) 912,002 Loss (gain) on disposal of property, plant and equipment (508,624) (27,264,384) 114,564 (26,741,722) Write-off witholding tax 2,045,859 - - Share of profits from investments accounted for using the equity method (171,024,826) (132,672,691) - Gain from changes of valuation of investment (233,773) - (233,773) Earned lease income (8,650,159) (9,100,060) - Gain on liquidation of subsidiary and associate - (46,163,750) - (556,719) Reversal of allowance for impairment loss on investments in subsidiary and associate - (60,834,181) - (106,968,749) Income tax expense 227,438,657 208,696,505 134,407,238 164,092,133

1,640,384,592 1,498,727,958 860,241,261 790,797,041 Changes in operating assets and liabilities Trade accounts receivable 14,107,258 (65,458,447) 11,102,873 (29,788,569) Inventories (73,625,269) (14,831,133) (18,324,647) 14,247,176 Other current assets (413,085,438) (40,971,156) (398,163,510) (28,150,697) Other non-current assets 5,250,477 38,659,774 (7,535,290) 33,933,723 Trade accounts payable (56,723,547) 132,835,389 (66,794,001) (18,447,301) Other current liabilities 115,046,394 (5,890,836) 151,209,429 (62,533,805) Other non-current liabilities (500,000) (1,552,986) - Income taxes paid (203,489,790) (229,021,504) (123,856,255) (179,465,200) Net cash provided by operating activities 1,027,364,677 1,312,497,059 407,879,860 520,592,368

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Robinson Department Store Public Company Limited

Statements of cash flows For the years ended 31 December 2008 and 2007

Consolidated financial statements 2008 2007

(in Baht)

Separate financial statements 2008 2007

Cash flows from investing activities Interest received 34,855,762 17,226,500 205,699,922 242,141,828 Dividend received 262,500 262,500 262,500 262,500 Cash of minority interests in the liquidated subsidiary - (5,279,305) - Loan repaid by related parties - - 5,819,245,751 5,705,702,107 Loan to related parties - - (5,580,969,581) (5,445,201,733) Purchase of property, plant and equipment (357,339,937) (344,409,369) (254,241,907) (150,494,502) Sale of property, plant and equipment 2,879,370 95,117,109 392,361 90,673,798 Purchase of current investments (250,000,000) - (250,000,000) Proceeds from liquidation of subsidiary and associate - 96,175,468 - 96,175,468 Net cash provided by (used in) investing activities (569,342,305) (140,907,097) (59,610,954) 539,259,466

Cash flows from financing activities Interest paid - (3,894,251) (5,766,533) (19,547,418) Dividend paid to equity holders of the Company (444,242,735) (355,411,563) (444,242,735) (355,411,563) Dividend paid to minority interests (25,001,451) - - Payment for treasury shares (12,797,150) - (12,797,150) Proceeds from loans from related parties - - 118,941,354 81,314,766 Repayment of loans from related parties - (114,709,999) (42,460,877) (143,369,329) Repayment of loans from financial institutions - (123,000,000) - (123,000,000) Net cash used in financing activities (482,041,336) (597,015,813) (386,325,941) (560,013,544)

Net increase (decrease) in cash and cash equivalents (24,018,964) 574,574,149 (38,057,035) 499,838,290 Cash and cash equivalents at beginning of year 1,571,408,509 996,834,360 1,233,696,385 733,858,095 Cash and cash equivalents at end of year 1,547,389,545 1,571,408,509 1,195,639,350 1,233,696,385

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Robinson Department Store Public Company Limited

Notes to the financial statements statements For the years ended 31 December 2008 and 2007

Note 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36

Contents General information Basis of preparation of the financial statements Significant accounting policies Related party transactions and balances Cash and cash equivalents Other investments Trade accounts receivable Inventories Other current assets Investments in subsidiaries and associates Other long-term investments Property, plant and equipment Leasehold rights Goodwill Other non-current assets Trade accounts payable Interest-bearing liabilities Other current liabilities Other non-current liabilities Share capital Treasury shares Reserves Segment information Interest income Other income Selling and administrative expenses Personnel expenses Interest expense Income tax expense Basic earnings per share Dividends Change in accounting policy Financial instruments Commitments with non-related parties and others Thai Accounting Standards (TAS) not yet adopted Reclassification of accounts

68

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 16 February 2009.

1

General information Robinson Department Store Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office at 2 Silom Road, Suriyawong, Bangrak, Bangkok, Thailand.

The Company was listed on the Stock Exchange of Thailand in January 1992.

The Company’s major shareholders during the financial year were Central Retail Corporation Co., Ltd. (27.74 % shareholding) and CRG Service Co., Ltd. (26.07 % shareholding) which were incorporated in Thailand.

The principal activities of the Company and its subsidiaries are engaged in a chain of department stores under the brand of “Robinson”. The Company has also jointly invested with groups of business partners (Indirect subsidiaries) outside Bangkok through a holding company, CR (Thailand) Co., Ltd.. Details of the Company’s subsidiaries as at 31 December 2008 and 2007 were as follows:

Country of Ownership interest Name of the entity Type of business incorporation (%)

2008 2007 Direct subsidiaries Robinson Anusawaree Co., Ltd. Dormant Company Thailand 99.91 99.91 Robinson Ratchada Co., Ltd. Dormant Company Thailand 99.80 99.80 Robinson Nakarin Co., Ltd. Dormant Company Thailand 99.86 99.86 Robinson Sukhumvit Co., Ltd. Dormant Company Thailand 99.99 99.99 Kruerpetch Co., Ltd. Investing Company Thailand 99.99 99.99 Kruerkaew Co., Ltd. Dormant Company Thailand 99.99 99.99 CR (Thailand) Co., Ltd. Investing Company Thailand 99.99 99.99 R-Trading (L) BHD. Investing Company Malaysia 99.92 99.92 RD Pattana Co., Ltd. Real Estate Thailand 99.98 99.98 Robinson S.P.V. Co., Ltd. Investing Company Thailand 99.99 99.99 CR Rajchaburi (Thailand) Co., Ltd. Department Store Thailand 50.00 50.00 Indirect subsidiaries CR Udorn Thani (Thailand) Co., Ltd. Department Store Thailand 76.00 76.00 CR Phuket (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99 CR Nakhon Sri Thammarat (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99 CR Had Yai (Thailand) Co., Ltd. Department Store Thailand 76.00 76.00 CR Chiang Mai (Thailand) Co., Ltd. Department Store Thailand 89.99 89.99 CR Ubon Ratchathani (Thailand) Co., Ltd. Department Store Thailand 74.99 74.99 CR Chantaburi (Thailand) Co., Ltd. Department Store Thailand 64.99 64.99 CR Rajchaburi (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99 69

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

2. Basis of preparation of the financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language.

The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand.

The Group has adopted the following new and revised Thai Accounting Standards (TAS) which were issued by the FAP during 2007 and effective for accounting periods beginning on or after 1 January 2008: TAS 25 (revised 2007) TAS 29 (revised 2007) TAS 31 (revised 2007) TAS 35 (revised 2007) TAS 39 (revised 2007) TAS 41 (revised 2007) TAS 43 (revised 2007) TAS 51

Cash Flows Statements Lease Inventories Presentation of Financial Statements Accounting Policies, Changes in Accounting Estimates and Errors Interim Financial Reporting Business Combinations Intangible Assets

The adoption of these new and revised TAS does not have any material impact on the consolidated or separate financial statements except as disclosed in note 32.

The FAP has issued during 2008 a number of revised TAS which are only effective for financial statements beginning on or after 1 January 2009 and have not been adopted in the preparation of these financial statements. These revised TAS are disclosed in note 35.

The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest thousand.

They are prepared on the historical cost basis except as stated in the accounting policies.

The preparation of financial statements in conformity with TAS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses.

These judgements, estimates and assumptions are based on historical experience and various other factors, including management’s assessment of the potential impact on the Group’s operations and financial position of the global economic crisis.

Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised 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.

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Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

3. Significant accounting policies (a) Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates.

Significant intra-group transactions between the Company and its subsidiaries are eliminated on consolidation.

Subsidiaries Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of a company so as to obtain benefits from its activities. 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 companies in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s share of the total recognised 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 Group’s share of losses exceeds its interest in an associate, the Group’s 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 the associate. (b) Foreign currencies Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions.

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 recognised in the statement of income.

Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions. (c) Cash and cash equivalents Cash and cash equivalents in the statements of cash flows 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.

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Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 (d) Trade and other accounts receivable Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.

The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred. (e) Inventories Inventories are stated at the lower of cost and net realisable value.

Cost is calculated using the weighted average cost principle and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale. (f)

Investments Investments in subsidiaries and associates Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method.

Investments in other equity securities Marketable equity securities held for trading are classified as current assets and are stated at fair value, with any resultant gain or loss recognised in the statement of income.

Marketable equity securities other than those securities held for trading or intended to be held to maturity, are classified as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity.

The exceptions are impairment losses which are recognised in the statement of income. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in the statement of income. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in the statement of income.

Equity securities which are not marketable are stated at cost less impairment losses.

The fair value of financial instruments classified as held-for-trading and available-for-sale is determined as the quoted bid price at the balance sheet date.

Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in the statement of income.

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Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the weighted average method applied to the carrying value of the total holding of the investment. (g) Property, plant and equipment Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Depreciation Depreciation is charged to the statement of income on a sum-of-the-year digits basis (except for property, plant and equipment acquired before 2001 which are depreciated on a straight-line basis) over the estimated useful lives of each part of an item of property, plant and equipment. 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 Transportation equipment

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

years years years years years years years

No depreciation is provided on freehold land or assets under construction. (h) Leasehold rights Leasehold rights are recorded at cost less impairment losses.

Amortisation Leasehold rights are charged to the statement of income on a straight-line basis over the terms of the lease periods. (i)

Intangible assets Goodwill Goodwill in a business combination 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 in a business combination represents the excess of the fair value of the Group’s share of the identifiable net assets acquired over the cost of acquisition. The Group has changed its accounting policy for goodwill with effect from 1 January 2008 as discussed in note 32.

Acquisitions prior to 1 January 2008 Goodwill represents the amount recognised under the Group’s previous accounting policy under which goodwill and negative goodwill was stated at cost less accumulated amortisation and impairment losses. Goodwill carried in the balance sheet as at 31 December 2007 was brought forward to 1 January 2008 and presented at net book value as the deemed cost of the goodwill by reversing the related accumulated amortisation against the cost of the goodwill. Negative goodwill carried in the financial statements as at 31 December 2007 is recognised in full in the beginning balance of retained earnings as at 1 January 2008.

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Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Acquisitions on or after 1 January 2008 Goodwill is stated at cost. Negative goodwill is recognised immediately in the statement of income.

Subsequent measurement Goodwill is measured at cost less impairment losses. In respect of equity accounted investments, the carrying amount of goodwill is included in the carrying amount of the investment.

Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated amortisation and impairment losses.

Amortisation Amortisation is recognised in the statement of income on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives of software licenses are 5 and 10 years. (j)

Impairment The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated.

Goodwill and other intangible assets with indefinite useful lives, and intangible assets not yet available for use, are tested for impairment annually and as and when indicators of impairment are identified.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognised in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity.

When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recognized directly in equity is recognised in the statement of income even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in the statement of income is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in the statement of income.

Calculation of recoverable amount The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value.

The recoverable amount of non-financial assets is the greater of the assets’ 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.

74

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Reversals of impairment An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.

An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

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 asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (k)

Interest-bearing liabilities Interest-bearing liabilities are recognised initially at cost.

(l)

Trade and other accounts payable Trade and other accounts payable are stated at cost.

(m) Provisions A provision is recognised 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. (n) Revenue Revenue excludes value added taxes and is arrived at after deduction of trade discounts.

Sale of goods and services rendered Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided.

Rental income Rental income is recognised in the statement of income on a straight-line basis over the term of the lease.

Interest and dividend income Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Group’s right to receive payments is established.

75

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 (o) Expenses Operating leases Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease. Contingent rentals are charged to the statement of income for the accounting period in which they are incurred.

Finance costs Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred. (p) Income tax Income tax on the profit or loss for the year comprises current tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date and applicable to the reporting period, and any adjustment to tax payable in respect of previous years. (q) Repurchase of share capital (treasury shares) When share capital recognized as equity is repurchased, the amount of consideration paid, including directly attributable costs, is classified as treasury shares and recognized as a deduction from equity. An equal amount is appropriated from retained earnings and taken to a reserve for treasury shares within equity. When treasury shares are sold, the amount received is recognized as an increase in equity by crediting the cost of the treasury shares sold, calculated using the weighted average method, to the treasury shares account and transferring the equivalent amount back from reserve for treasury shares to retained earnings. Surpluses on the sale of treasury shares are taken directly to a separate category within equity, ‘Surplus on treasury shares’. Net deficits on sale or cancellation of treasury shares are debited to retained earnings after setting off against any remaining balance of surplus on treasury shares.

76

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

4. Related party transactions and balances Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices.

Relationships with related parties that control or jointly control the Company or are being controlled or jointly controlled by the Company or have transactions with the Company/Group were as follows:

Name of entities

Country of incorporation/ nationality

Central Retail Corporation Co., Ltd. Thailand

CRG service Co., Ltd. Thailand

Robinson Anusawaree Co., Ltd. Thailand

Robinson Ratchada Co., Ltd. Thailand

Robinson Nakarin Co., Ltd. Thailand

Robinson Sukhumvit Co., Ltd. Thailand

Kruerpetch Co., Ltd. Thailand

Kruerkaew Co., Ltd. Thailand

CR (Thailand) Co., Ltd. Thailand

R-Trading (L) BHD. Malaysia

RD Pattana Co., Ltd. Thailand

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

CR Rajchaburi (Thailand) Co., Ltd. Thailand

CR Udorn Thani (Thailand) Co., Ltd. Thailand

CR Phuket (Thailand) Co., Ltd. Thailand

CR Nakhon Sri Thammarat (Thailand) Co., Ltd. Thailand

Nature of relationships Major shareholders, 27.74% shareholding, some common directors Major shareholders, 26.07% shareholding, some common directors Subsidiary, 99.91% shareholding, some common directors Subsidiary, 99.80% shareholding, some common directors Subsidiary, 99.86% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.92% shareholding, some common directors Subsidiary, 99.98% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 76.00% shareholding, some common directors Subsidiary, 49.99% shareholding, some common directors Subsidiary, 49.99% shareholding, some common directors 77

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Name of entities

Country of incorporation/ nationality

CR Had Yai (Thailand) Co., Ltd. Thailand

CR Chiang Mai (Thailand) Co., Ltd. Thailand

CR Ubon Ratchathani (Thailand) Co., Ltd. Thailand

CR Chantaburi (Thailand) Co., Ltd. Thailand

Power Buy Co., Ltd. Thailand

CRC Sport Co., Ltd. Thailand

B2S Co., Ltd. Thailand Central Food Retail Co., Ltd. Thailand Central Department Store Co., Ltd. Thailand Central Trading Co., Ltd. Thailand Central Garment Factory Co., Ltd. Thailand Cetrac International Co., Ltd. Thailand RIS Co., Ltd. Thailand PB Logistic Co., Ltd. Thailand Central Pattana Rattanatibeth Co., Ltd. Thailand Central Pattana Chiangmai Co., Ltd. Thailand

Nature of relationships Subsidiary, 76.00% shareholding, some common directors Subsidiary, 89.99% shareholding, some common directors Subsidiary, 74.99% shareholding, some common directors Subsidiary, 64.99% shareholding, some common directors Associate, 40% shareholding, some common directors Associate, 40% shareholding, some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors

The pricing policies for particular types of transactions are explained further below: Transactions

Sale of goods

Interest income/Interest expense

Rental and service fees

Management fees

Pricing polices Market prices should not be lower than the cost of goods.

Minimum loan rates or saving rates or fixed deposit rate of certain local financial institutions plus 0% to 2.5% per annum depend on financial cost of each company.

Certain percentages of sales with a reference to the related market prices or fixed amount.

Certain percentages of sales or fixed amount.

78

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Significant transactions for the years ended 31 December 2008 and 2007 with related parties were as follows:

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

Major shareholders

- Rental and service charges

8,521 8,521 Utility income - 1,141 1,141 Management fee expense 70,248 63,935 68,162 62,519

Subsidiaries Sale of goods 125,977 111,364

- Rental and service charges 60 60

- Sales of property 36,902

- - Management fee income 120,529 107,741

- Interest income 176,293 218,294

- Rental and service expense 21,360 21,360

- Interest expense 6,950 4,984

-

Associates Rental and service charges 110,251 106,830 74,194 74,310 Utility income 15,365 16,007 10,457 11,327 Management fee income 4,752 4,834 2,971 3,091 Interest expense 1,069 1,069

-

Other related parties Sale of goods 107

- 107 Rental and service charges 319,742 298,369 218,924 213,232 Utility income 87,951 97,839 64,294 66,778 Sales of property 26,581 26,581

- Management fee income 2,543 2,536 1,461 1,549 Rental and service expense 91,464 52,183 49,347 51,971 Interest expense 948

- 948 Director remuneration 4,267 1,865 4,267 1,865

79

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Balances as at 31 December 2008 and 2007 with related parties were as follows: Trade accounts receivable from related parties

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht)

Major shareholders

Central Retail Corporation Co., Ltd. 3,723 3,884 2,155 2,244

Subsidiaries CR Udorn Thani (Thailand) Co., Ltd. 4,353 3,444

- CR Phuket (Thailand) Co., Ltd. 7,348 6,572

- CR Nakorn Sri Thammarat

(Thailand) Co., Ltd. 3,383 4,554

- CR Had Yai (Thailand) Co., Ltd. 4,535 4,893

- - CR Chiang Mai (Thailand) Co., Ltd. 5,427 5,625

- CR Ubon Ratchathani (Thailand) Co., Ltd. 1,580 1,126

- CR Rajchaburi (Thailand) Co., Ltd. 3,229 2,203

- CR Chantaburi (Thailand) Co., Ltd. 2,732 2,298

-

Associates Power Buy Co., Ltd. 5,715 6,229 3,855 4,568 CRC Sport Co., Ltd. 6,305 6,685 4,347 4,570

Other related parties

B2S Co., Ltd. 5,142 6,359 3,133 4,223 Central Food Retail Co., Ltd. 31,123 30,008 24,274 26,280 Central Department Store Co., Ltd. 12,717 15,520 12,607 15,490

Others 7,346 11,137 4,646 5,637

72,071 79,822 87,604 93,727 Less allowance for doubtful accounts

- - - Net 72,071 79,822 87,604 93,727

80

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Other receivables from related parties

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht)

Subsidiary

- - CR Phuket (Thailand) Co., Ltd. 10,339

Other related party

- RIS Co., Ltd. 28,248 28,248

- Total 28,248 38,587

81

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Loans to related parties Interest rate Consolidated Separate

financial statements financial statements

2008 2007 2008 2007 2008 2007 (% per annum) (in thousand Baht) Short-term loans Subsidiaries Robinson Anusawaree Co., Ltd. 3.250 3.875 - - 87,859 84,364 Robinson Ratchada Co., Ltd. 3.250 3.875 - - - 10,950 Robinson Nakarin Co., Ltd. 3.250 3.875 - - 264,773 251,960 Kruerpetch Co., Ltd. 3.250 3.875 - - 156,843 151,830 RD Pattana Co., Ltd. 3.250 3.875 - - 11,240 10,802 Robinson S.P.V. Co., Ltd. 3.250 3.875 - - 1,229 1,181 CR (Thailand) Co., Ltd. 3.250 3.875 - - 3,631,759 3,879,378

- - 4,153,703 4,390,465 Less allowance for doubtful accounts - - (2,379,365) (2,416,772) Short-term loans to related parties, net - - 1,774,338 1,973,693 Reversal of doubtful debts expenses for the year - - (37,407)

Long-term loans Subsidiary Robinson Nakarin Co., Ltd. 6.0 6.0 - - 61,224 61,224

Associate Siam Retail Development Co., Ltd. - - 324,882 324,882 324,882 324,882

324,882 324,882 386,106 386,106 Less allowance for doubtful accounts (324,882) (324,882) (324,882) (324,882) Long-term loans to related parties, net - - 61,224 61,224

Summary of loans to related parties Short-term loans - - 4,153,703 4,390,465 Long-term loans 324,882 324,882 386,106 386,106

324,882 324,882 4,539,809 4,776,571 Less allowance for doubtful accounts (324,882) (324,882) (2,704,247) (2,741,654) Total loans to related parties, net - - 1,835,562 2,034,917

Reversal of doubtful debts expenses for the year - - (37,407) -

82

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Movements during the years ended 31 December 2008 and 2007 of loans to related parties were as follows: Loans to related parties

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Short-term loans Subsidiaries At 1 January - - 4,390,465 4,658,801 Increase - principal - - 5,580,969 5,445,202 - interest - - 176,293 218,294 Decrease - principal - - (5,819,245) (5,705,702) - interest - - (174,779) (226,130) At 31 December - - 4,153,703 4,390,465

Long-term loans Subsidiary At 1 January - - 61,224 61,224 Increase - - - Decrease - - - At 31 December - - 61,224 61,224

Associate At 1 January 324,882 324,882 324,882 324,882 Increase - - - Decrease - - - At 31 December 324,882 324,882 324,882 324,882

Total long-term loans to related parties At 1 January 324,882 324,882 386,106 386,106 Increase - - - Decrease - - - At 31 December 324,882 324,882 386,106 386,106

83

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Trade accounts payable - related parties

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Associates Power Buy Co., Ltd. 643 - 337 CRC Sport Co., Ltd. 741 375 158 73

Other related parties Central Trading Co., Ltd. 117,037 77,146 60,344 47,671 Central Garment Factory Co., Ltd. 19,972 38,168 10,787 21,485 Cetrac International Co., Ltd. - 81 - 70 Central Department Store Co., Ltd. 3,394 3,787 3,387 3,755 Others 6,513 18,199 8,654 6,925 Total 148,300 137,756 83,667 79,979

Other current liabilities

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

Advances from related parties Major shareholder Central Retail Corporation Co., Ltd. 50,149 16,231 43,604 13,928

Subsidiary CR Nakonsrithummarat (Thailand) Co., Ltd. - - 397 397

Associates Power Buy Co., Ltd. 59 - - CRC Sport Co., Ltd. - 70 -

Other related parties Central Trading Co., Ltd. 2,422 - 1,641 RIS Co., Ltd. 11,655 9,161 7,982 6,636 Central Pattana Rattanatibeth Co., Ltd. 1,985 6,327 1,985 6,327 Central Pattana Chiangmai Co., Ltd. 1,998 - - Others 1,863 1,333 1,907 989 Total 70,131 33,122 57,516 28,277 84

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Loans from related parties Interest rate Consolidated Separate

financial statements financial statements

2008 2007 2008 2007 2008 2007 (% per annum) (in thousand Baht) Short-term loans Subsidiaries Robinson Rachada Co., Ltd. 3.0 - - - 6,413 Kruerkaew Co., Ltd. 3.0 3.0 - - 5,870 6,442 Robinson Sukhumvit Co., Ltd. 2.0 2.0 - - 4,165 3,169 R -Trading (L) BHD. - - - - 881,110 880,450 CR Rajchaburi (Thailand) Co., Ltd. 3.0 3.0 - - 187,943 117,776 Short-term loans from related parties - - 1,085,501 1,007,837

Long-term loans Subsidiary Robinson Sukhumvit Co., Ltd. 2.0 2.0 - - 113,300 113,300 Long-term loans from related parties - - 113,300 113,300

Summary of loans from related parties Short-term loans - - 1,085,501 1,007,837 Long-term loans - - 113,300 113,300 Total loans from related parties - - 1,198,801 1,121,137 Movements during the years ended 31 December 2008 and 2007 of loans from related parties were as follows: Loans from related parties

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Short-term loans Subsidiaries At 1 January - - 1,007,837 965,920 Increase - principal - - 118,941 81,315 - interest - - 6,950 4,985 Decrease - principal - - (42,461) (28,659) - interest - - (5,766) (15,724) At 31 December - - 1,085,501 1,007,837 85

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Associates At 1 January - 60,997 - 60,997 Increase - principal - - - - interest - 1,068 - 1,068 Decrease - principal - (60,790) - (60,790) - interest - (1,275) - (1,275) At 31 December - - -

Other related parties At 1 January - 54,103 - 54,103 Increase - principal - - - - interest - 948 - 948 Decrease - principal - (53,920) - (53,920) - interest - (1,131) - (1,131) At 31 December - - - Total short-term loans from related parties At 1 January - 115,100 1,007,837 1,081,020 Increase - principal - - 118,941 81,315 - interest - 2,016 6,950 7,001 Decrease - principal - (114,710) (42,461) (143,369) - interest - (2,406) (5,766) (18,130) At 31 December - - 1,085,501 1,007,837

Long-term loans from related party Subsidiary At 1 January - - 113,300 113,300 Increase - - - Decrease - - - At 31 December - - 113,300 113,300 86

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Commitments with related parties

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Operating lease commitments Within one year 111,821 91,282 81,163 57,241 After one year but within five years 283,129 198,054 201,078 105,857 After five years 478,180 526,467 233,737 261,512 Total 873,130 815,803 515,978 424,610

Significant agreements with related parties Rental and service agreements

The Company has entered into rental agreements for retail space and service agreements with related parties. In this regard, the said related parties have agreed to pay the rental and service fees at percentages of sales and/or size of occupied areas. The said agreements have been effective for 1 year and shall be renewable by either party giving advance written notice.

Service agreements

The Group entered into a service agreement with a related party whereby such company provide services relating to accounting, taxation, financial service and other related services. In consideration thereof, the Company agreed to pay service fees at amount set forth in the agreement. The agreement has been effective for 1 year and shall be renewable by either party written notice 30 days in advance.

Computer service agreements

The Company has entered into service agreements with a related party whereby the latter will provide services relating to the computer systems of the Company. The Company has to pay service fees at amount set forth in the agreements. The agreements have been effective for 1 year and shall be renewable.

Inventory management service and warehouse sublease agreements

The Company has entered into inventory management service and warehouse sublease agreements with a related party for a period of 12 months. The Company has to pay service and rental fees at amount set forth in the agreements. On or before 90 days of the terminate date of these agreements, either party may give notice of termination of these agreements, otherwise the agreements are automatically renewed consecutively 12 month each.

Member card service agreement

The Company has entered into member card service agreement “The 1 Card� with a related party. The said related party will provide service to members of the Company, marketing management, members database management and provide the reward or other benefits for The 1 Card point redemption. In this regard, The Company has to pay service fee at the rates set forth in the agreement. The agreement expired on 31 December 2008. Either party may give notice of termination of this agreement not less than 6 months in advance.

87

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

5 Cash and cash equivalents

Cash on hand Cash at banks - current accounts Cash at banks - savings accounts Highly liquid short-term investments Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 81,473 108,961 48,075 67,596 8,883 10,959 37 6,290 1,253,892 1,250,529 1,045,346 958,850 203,142 200,960 102,181 200,960 1,547,390 1,571,409 1,195,639 1,233,696

Cash and cash equivalents of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

6 Other investments

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

Current investments Equity securities held for trading 50,234 - 50,234 Equity securities available for sale 193,952 - 193,952

244,186 - 244,186 Other long-term investments Other non marketable equity securities 26,250 26,250 26,250 26,250 Total 270,436 26,250 270,436 26,250 Other investments of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

88

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Movements during the years ended 31 December 2008 and 2007 of equity securities held for trading were as follows:

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

Current investments Trading securities At 1 January - - - Purchases during the year 50,000 - 50,000 Valuation adjustment 234 - 234 At 31 December 50,234 - 50,234

Available for sale securities At 1 January - - - Purchases during the year 200,000 - 200,000 Valuation adjustment (6,048) - (6,048) At 31 December 193,952 - 193,952 -

7 Trade accounts receivable

Note Related parties Other parties

4

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 72,071 79,822 87,604 93,727 306,852 314,024 186,965 192,396 378,923 393,846 274,569 286,123

Less allowance for doubtful accounts (1,310) (3,181) (88) (642) Net 377,613 390,665 274,481 285,481

Bad and doubtful debts expenses (Reversal of ) for the year (1,055) 2,953 (103) 351

89

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 Aging analyses for trade accounts receivable were as follows:

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

Related parties Within credit terms 69,797 79,706 82,386 93,653 Overdue: Less than 3 months 2,238 - 5,213 3-6 months 36 105 5 49 6-12 months - 11 - 25

72,071 79,822 87,604 93,727 Less allowance for doubtful accounts - - - Net 72,071 79,822 87,604 93,727

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht)

Other parties Within credit terms 278,795 308,478 186,754 191,363 Overdue: Less than 3 months 25,873 1,648 - 3-6 months 394 776 64 365 6-12 months 201 408 110 404 Over 12 months 1,589 2,714 37 264

306,852 314,024 186,965 192,396 Less allowance for doubtful accounts (1,310) (3,181) (88) (642) Net 305,542 310,843 186,877 191,754

Total 377,613 390,665 274,481 285,481 The normal credit term granted by the Group ranges from 30 days to 60 days.

Trade accounts receivable of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

90

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

8 Inventories

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Merchandise 807,908 904,388 495,494 647,302 Less allowance for shortage, damaged, obsolete and slow-moving inventories (28,315) (241,248) (16,762) (230,837) Net 779,593 663,140 478,732 416,465

9 Other current assets

Note Fund kept at Bank for accounts payable Restricted cash at bank for payment short term liabilities Other receivables from related parties 4 Prepaid expenses Advanced payments Others Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 512,434 99,360 512,434 99,360 170,855 - 51,430 7,647 17,151 759,517

157,727 28,248 47,020 8,113 6,025 346,493

170,855 - 22,043 4,181 16,920 726,433

157,727 38,587 20,467 4,419 7,777 328,337

91

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

10 Investments in subsidiaries and associates

At 1 January Share of net profits of investments - equity method Liquidate subsidiary At 31 December

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 811,986 679,313 798,848 813,748 171,025 - 983,011

132,673 - 811,986

- - 798,848

(14,900) 798,848

At the extraordinary shareholders’ meetings held on 24 May 2007 and 19 June 2007 of Sapanmai Department Store Co., Ltd., a subsidiary, the subsidiary’s shareholders passed a special resolution to liquidate the company. The subsidiary registered for liquidation with the Ministry of Commerce on 22 June 2007 and was liquidated during the year 2007. The liquidator returned Baht 15.5 million to the Company.

DCR Co., Ltd., an associate, was liquidated during the year 2007. The liquidator returned Baht 80.7 million to the Company.

The Company’s cost of investment in this associate was Baht 89.3 million, against which full allowance for impairment loss had been made. The investment was, accordingly, carried at nil value in 2007 consolidated and separate financial statements.

The amount returned to the Company by the liquidator has been credited to the consolidated and separate statements of income for the year ended 31 December 2007.

92

Ownership interest

Paid-up capital

Cost method

Equity method

Consolidated financial statements Impairment

At equity, net

93

2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007

(%) (in thousand Baht) Associates Power Buy Co., Ltd. 40.00 40.00 560,000 560,000 224,000 224,000 787,159 648,335 - - 787,159 648,335 CRC Sports, Co., Ltd. 29.19 29.19 370,000 370,000 108,000 108,000 195,852 163,651 - - 195,852 163,651 Siam Retail Development Co., Ltd. 24.00 24.00 500,000 500,000 120,000 120,000 10,194 10,194 (10,194) (10,194) - Square Ritz Plaza Co., Ltd. 24.00 24.00 125,000 125,000 30,000 30,000 29,858 29,858 (29,858) (29,858) - DCR Co., Ltd. - - - - - Total 482,000 482,000 1,023,063 852,038 (40,052) (40,052) 983,011 811,986

Investments in subsidiaries and associates as at 31 December 2008 and 2007 were as follows:

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

Separate financial statements

Ownership interest Paid-up capital Cost method Impairment Cost method, net

2008 2007 2008 2007 2008 2007 2008 2007 2008 2007

(%) (in thousand Baht) Subsidiaries CR (Thailand) Co., Ltd. 99.99 99.99 501,000 501,000 501,000 501,000 (501,000) (501,000) - CR Rajchaburi (Thailand) Co., Ltd. 50.00 50.00 645,600 645,600 322,800 322,800 - - 322,800 322,800 Robinson Nakarin Co.,Ltd. 99.86 99.86 105,000 105,000 104,850 104,850 (104,850) (104,850) - Robinson Sukhumvit Co., Ltd. 99.99 99.99 100,000 100,000 100,000 100,000 - - 100,000 100,000 Robinson Ratchada Co., Ltd. 99.80 99.80 75,000 75,000 74,850 74,850 (74,850) (74,850) - Kruerkaew Co., Ltd. 99.99 99.99 40,000 40,000 39,999 39,999 - - 39,999 39,999 Kruerpetch Co., Ltd. 99.99 99.99 11,250 11,250 11,249 11,249 (11,249) (11,249) - Robinson Anusawaree Co., Ltd. 99.91 99.91 8,000 8,000 7,993 7,993 (7,993) (7,993) - RD Pattana Co., Ltd. 99.98 99.98 3,000 3,000 3,000 3,000 - - 3,000 3,000 Robinson S.P.V. Co., Ltd. 99.99 99.99 1,000 1,000 999 999 - - 999 999 R-Trading (L) BHD. 99.92 99.92 50 50 50 50 - - 50 50

1,166,790 1,166,790 (699,942) (699,942) 466,848 466,848 Associates Power Buy Co., Ltd. 40.00 40.00 560,000 560,000 224,000 224,000 - - 224,000 224,000 CRC Sports Co., Ltd. 29.19 29.19 370,000 370,000 108,000 108,000 - - 108,000 108,000 Siam Retail Development Co., Ltd. 24.00 24.00 500,000 500,000 120,000 120,000 (120,000) (120,000) - Square Ritz Plaza Co., Ltd. 24.00 24.00 125,000 125,000 30,000 30,000 (30,000) (30,000) - DCR Co., Ltd. - - - -

482,000 482,000 (150,000) (150,000) 332,000 332,000 Total 1,648,790 1,648,790 (849,942) (849,942) 798,848 798,848

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

94

Investments value Allowance for impairment 2008 2007 2008 2007 (in thousand Baht) 26,250 26,250 - - 12,713 12,713 (12,713) (12,713) 20,000 20,000 (20,000) (20,000) 58,963 58,963 (32,713) (32,713)

Separate financial statements

Investments value Allowance for impairment 2008 2007 2008 2007 (in thousand Baht) 117,500 117,500 (117,500) (117,500) 26,250 26,250 - - 12,713 12,713 (12,713) (12,713) 20,000 20,000 (20,000) (20,000) 176,463 176,463 (150,213) (150,213)

26,250 26,250

26,250 - - 26,250

26,250 26,250

Investment value, net 2008 2007

- 26,250 - - 26,250

Investment value, net 2008 2007

In 2006, Rangsit Plaza Co., Ltd. generated profits from operations amounting to Baht 1,545 million and had retained earnings as at 31 December 2006 amounting to Baht 188.6 million. These factors indicated that the valuation of this long-term investment was no longer impaired. Management has, accordingly, reversed the remaining balance of allowance for impairment of this investment amounting to Baht 26.25 million in the statement of income for the year ended 31 December 2007.

Ownership interest Paid-up capital

2008 2007 2008 2007

(%) Rangsit Plaza Co., Ltd. 6.56 6.56 400,000 400,000 Samakeesan (Dokya) Co., Ltd. 4.15 4.15 170,000 170,000 Siam Family Mart Co., Ltd. 0.71 0.71 2,800,000 2,800,000 Total

Ownership interest Paid-up capital

2008 2007 2008 2007

(%) Wattanawana Co., Ltd. 19.58 19.58 600,000 600,000 Rangsit Plaza Co., Ltd. 6.56 6.56 400,000 400,000 Samakeesan (Dokya) Co., Ltd. 4.15 4.15 170,000 170,000 Siam Family Mart Co., Ltd. 0.71 0.71 2,800,000 2,800,000 Total

Consolidated financial statements

Other long-term investments recorded by the cost method as at 31 December 2008 and 2007 were as follows:

11 Other long-term investments

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

95

Net book value At 31 December 2007 232,602 406,570 739,850 33,456 290,756 74,979 1,238 11,601 1,791,052 At 31 December 2008 232,602 348,287 629,894 16,645 223,656 71,567 641 194,010 1,717,302

Accumulated depreciation At 1 January 2007 296 797,689 711,516 235,544 1,102,573 1,477,372 12,826 - 4,337,816 Depreciation charge for the year - 57,719 186,305 27,990 169,485 39,945 885 - 482,329 Disposals - (54,885) (1,707) (6,939) (1,480) (94,867) (252) - (160,130) At 31 December 2007 and 1 January 2008 296 800,523 896,114 256,595 1,270,578 1,422,450 13,459 - 4,660,015 Depreciation charge for the year - 58,188 188,844 19,976 121,148 39,965 598 - 428,719 Disposals - (196) (807) (3,906) (805) (92,051) (2,392) - (100,157) At 31 December 2008 296 858,515 1,084,151 272,665 1,390,921 1,370,364 11,665 - 4,988,577

Consolidated financial statements

Building, Furniture, Land constructions Information Building fixtures Assets and Leasehold and system system and office Transportation under improvements improvements improvements equipment equipment equipment equipment construction Total

(in thousand Baht) Cost At 1 January 2007 232,898 1,263,387 1,500,638 279,629 1,457,818 1,563,139 14,449 22,683 6,334,641 Additions - - 105,544 16,800 79,900 26,083 503 115,579 344,409 Transfers - - 33,263 26,400 25,458 4,642 - (89,763) Disposals - (56,294) (3,481) (32,778) (1,842) (96,435) (255) (36,898) (227,983) At 31 December 2007 and 1 January 2008 232,898 1,207,093 1,635,964 290,051 1,561,334 1,497,429 14,697 11,601 6,451,067 Additions - - 39,113 3,105 30,364 26,061 - 258,697 357,340 Transfers - - 41,487 111 23,940 10,622 - (76,160) Disposals - (291) (2,519) (3,957) (1,061) (92,181) (2,391) (128) (102,528) At 31 December 2008 232,898 1,206,802 1,714,045 289,310 1,614,577 1,441,931 12,306 194,010 6,705,879

12 Property, plant and equipment

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

96

Net book value At 31 December 2007 69,538 368,477 326,435 23,835 186,433 38,068 365 2,951 1,016,102 At 31 December 2008 69,538 313,745 256,193 11,651 124,552 32,626 152 191,170 999,627

Accumulated depreciation At 1 January 2007 - 769,815 247,825 204,698 704,275 1,028,531 6,754 - 2,961,898 Depreciation charge for the year - 53,963 116,693 21,819 106,378 28,428 403 - 327,684 Disposals - (54,885) (1,253) (8,690) (1,632) (94,661) - - (161,121) At 31 December 2007 and 1 January 2008 - 768,893 363,265 217,827 809,021 962,298 7,157 - 3,128,461 Depreciation charge for the year - 54,648 100,605 14,527 79,572 20,644 213 - 270,209 Disposals - (188) (317) (2,340) (632) (7,894) (1,530) - (12,901) At 31 December 2008 - 823,353 463,553 230,014 887,961 975,048 5,840 - 3,385,769

Separate financial statements

Building, Furniture, Land constructions Information Building fixtures Assets and Leasehold and system system and office Transportation under improvements improvements improvements equipment equipment equipment equipment construction Total

(in thousand Baht) Cost At 1 January 2007 69,538 1,193,666 643,256 244,053 956,083 1,086,388 7,522 18,615 4,219,121 Additions - - 35,664 3,752 23,092 9,734 - 78,252 150,494 Transfers - - 12,504 26,400 18,114 - - (57,018) Disposals - (56,296) (1,724) (32,543) (1,835) (95,756) - (36,898) (225,052) At 31 December 2007 and 1 January 2008 69,538 1,137,370 689,700 241,662 995,454 1,000,366 7,522 2,951 4,144,563 Additions - - 22,099 2,393 16,327 13,361 - 200,061 254,241 Transfers - - 8,527 - 1,398 1,917 - (11,842) Disposals - (272) (580) (2,390) (666) (7,970) (1,530) - (13,408) At 31 December 2008 69,538 1,137,098 719,746 241,665 1,012,513 1,007,674 5,992 191,170 4,385,396

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

97

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007 The gross carrying amount of fully depreciated property, plant and equipment of the Group and the Company that was still in use as at 31 December 2008 amounted to Baht 2,649 million and Baht 1,762 million, respectively (2007: Baht 3,087 million and Baht 2,161 million, respectively).

13 Leasehold rights

Consolidated Separate financial financial statements statements (in thousand Baht) Cost At 1 January 2007 5,543,378 2,981,251 At 31 December 2007 and 1 January 2008 5,543,378 2,981,251 At 31 December 2008 5,543,378 2,981,251 Accumulated amortisation At 1 January 2007 2,322,944 1,362,717 Amortisation charge for the year 194,088 104,490 At 31 December 2007 and 1 January 2008 2,517,032 1,467,207 Amortisation charge for the year 193,551 103,954 At 31 December 2008 2,710,583 1,571,161 Net book value At 31 December 2007 3,026,346 1,514,044 At 31 December 2008 2,832,795 1,410,090

14 Goodwill

Consolidated financial statements

Negative Note Goodwill goodwill Total (in thousand Baht) Cost At 1 January 2007 78,750 (27,082) 51,668 At 31 December 2007 78,750 (27,082) 51,668 Reversal at 1 January 2008 (18,215) - (18,215) Negative goodwill written off - 27,082 27,082 32 At 1 January 2008 60,535 - 60,535 At 31 December 2008 60,535 - 60,535

98

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Consolidated financial statements

Negative

Goodwill goodwill Total (in thousand Baht) Accumulated amortisation At 1 January 2007 15,307 (22,117) (6,810) Amortisation charge for the year 2,908 (1,354) 1,554 At 31 December 2007 18,215 (23,471) (5,256) Reversal at 1 January 2008 (18,215) 23,471 5,256 At 1 January 2008 -

- - At 31 December 2008

- - -

Net book value At 31 December 2007 60,535 (3,611) 56,924 At 31 December 2008 60,535 - 60,535

15 Other non-current assets

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Guarantees and deposits 82,666 80,100 79,119 76,564 Receivable from the Revenue Department 21,415 30,085 - 21 Land not used in operations- at cost 140,913 140,913 -

- Restricted cash at bank 17,255 16,914 Others 75,972 77,520 62,661 64,730 Total 338,221 345,532 141,780 141,315

16 Trade accounts payable

Note Related parties Other parties Total

4

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 148,300 137,756 83,667 79,979 2,277,810 2,345,077 1,299,605 1,370,087 2,426,110 2,482,833 1,383,272 1,450,066

Trade accounts payable of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

99

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

17 Interest-bearing liabilities

Consolidated Separate financial statements financial statements Note 2008 2007 2008 2007 (in thousand Baht) Current Short-term loans from related 4 parties - unsecured - - 1,085,501 1,007,837

- - 1,085,501 1,007,837 Non-current Long-term loan from 4 related party - unsecured - - 113,300 113,300

- - 113,300 113,300 Total - - 1,198,801 1,121,137 The period to maturity of interest-bearing liabilities as at 31 December were as follows:

Consolidated Separate

financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Within one year - - 1,085,501 1,007,837 After one year but within five years - - 113,300 113,300 Total - - 1,198,801 1,121,137 As at 31 December 2008, the Company had unutilised credit facilities totalling Baht 1,377.5 million (2007: Baht 1,378.2 million).

Interest-bearing liabilities of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.

18 Other current liabilities

Note

Accrued expenses Other accounts payable Advance from related parties 4 Deposits and advances received Payable to Revenue Department Others Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 203,173 179,575 134,337 121,496 226,846 162,169 178,543 88,453 70,131 33,122 57,516 28,277 87,642 74,492 47,053 34,324 6,099 3,894 4,092 2,404 223,331 248,923 246,682 242,059 817,222 702,175 668,223 517,013 100

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

19 Other non-current liabilities

Accrued leasehold rights

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 14,199 14,699 - -

20 Share capital

Par value 2008 2007 per share Number Amount Number Amount (in Baht) (thousand shares/ thousand Baht) Authorised At 1 January - ordinary shares 10 - - 1,110,661 11,106,611 - ordinary shares 3.55 1,110,661 3,942,847 - Reduction in par value - from Baht 10 to Baht 3.55 (6.45) - - - (7,163,764) At 31 December - ordinary shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 Issued and paid At 1 January - ordinary shares 10 - - 1,110,661 11,106,611 - ordinary shares 3.55 1,110,661 3,942,847 - Reduction in par value - from Baht 10 to Baht 3.55 (6.45) - - - (7,163,764) At 31 December - ordinary shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847

101

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

21 Treasury shares

The treasury shares account within equity comprises the cost of the Company’s own shares held by the Company.

As at 31 December 2008, the Company held 2,185,200 of the Company’s shares, comprising 0.2% of the Company’s issued share capital, at a total cost of Baht 12.8 million. The Company held these shares as investments available-for-sale.

In November 2008, the Board of Directors of the Company approved a treasury share plan (‘Plan’) to re-purchase not more than 10 per cent, or 111 million shares, of the Company’s shares then in issue. The purpose of the Plan is to manage the Company’s excess liquidity. The maximum amount approved for share purchase under the Plan is Baht 536 million and the price to be paid for the shares is not to exceed 115 percent of the average closing price on the Stock Exchange of Thailand (SET) over the 5 trading days before each share purchase is made. The Company may purchase the shares through the SET during the period from 24 November 2008 to 22 May 2009. The shares purchased may be resold after 6 months but within 3 years from the date of purchase.

22 Reserves Fair value changes Fair value changes recognised in equity relate to cumulative net changes in the fair value of available-for-sale investments until the investments are disposed.

Legal reserve Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.

Reserve for treasury shares The reserve for treasury shares represents the amount appropriated from retained earnings equal to the cost of the Company’s own shares held by the Company.

23 Segment information Business segments Management considers that the Group operates in a single line of business, namely operation of department stores, and has, therefore, only one major business segment.

Geographic segments Management considers that the Group operates in a single geographic area, namely in Thailand, and has, therefore, only one major geographic segment.

102

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

24 Interest income

Note Interest income related to Related parties Financial institutions Total

4

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) - 34,794 34,794

- 17,294 17,294

176,293 30,854 207,147

218,294 16,080 234,374

25 Other income

Consolidated Separate financial statements financial statements Note 2008 2007 2008 2007 (in thousand Baht) 4 Utilities income 177,763 180,411 111,345 115,058 Promotion and advertising income 70,060 46,031 64,806 46,317 4 Management fee income - 8,139 120,495 107,741 Reversal of impairment loss on investments - 60,834 - 106,969 Others 159,284 190,529 160,333 126,577 Total 407,107 485,944 456,979 502,662

26 Selling and administrative expenses

Note

Personnel expenses Promotion expenses Utilities expenses Depreciation and amortisation Building expenses Others Total

4

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 667,250 621,707 493,807 467,221 255,704 222,137 180,810 162,205 461,065 468,377 291,663 305,912 629,244 691,486 380,391 438,878 310,341 277,505 231,966 226,343 602,056 539,673 434,335 405,209 2,925,660 2,820,885 2,012,972 2,005,768

103

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

27 Personnel expenses

Wages and salaries Contribution to defined contribution plans Others Total

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) 452,188 437,242 334,477 327,849 6,440 5,649 5,437 4,870 208,622 178,816 153,893 134,502 667,250 621,707 493,807 467,221

The defined contribution plan comprises a provident fund established by the Group for its employees. Membership to the fund is on a voluntary basis. Contributions are made monthly by the employees at rates 3% and 5% of their basic salaries and by the Group at rates 3% and 5% of the employees’ basic salaries. The provident fund is registered with the Ministry of Finance as a juristic entity and is managed by a licensed Fund Manager.

28 Interest expense

Note Interest expense related to Related parties Financial institutions Total

4

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht) - - -

2,017 1,555 3,572

6,950 - 6,950

7,001 1,417 8,418

29 Income tax expense

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht) Current tax expense Current year 227,439 208,697 134,407 164,092 Under / (over) provided in prior years - - -

227,439 208,697 134,407 164,092

104

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Reconciliation of effective tax rate

Rate (%) Profit before tax Income tax using the Thai corporation tax rate 30 Income tax reduction Income not subject to tax Expenses not deductible for tax purposes Expenses with addition at deduction for tax purposes Utilisation of tax losses carry forward Total 17.9

Consolidated financial statements 2008 2007 (in thousand Baht) Rate (%) (in thousand Baht) 1,267,608 1,092,882 380,282 30 327,865 (15,000) (122,305) (81,480) 4,157 2,593 (342) (652) (19,353) (39,629) 227,439 19.3 208,697

Reconciliation of effective tax rate

Separate financial statements 2008 2007 Rate (%) (in thousand Baht) Rate (%) (in thousand Baht) Profit before tax 761,039 711,141 Income tax using the Thai corporation tax rate 30 228,312 30 213,342 Income tax reduction (15,000) Income not subject to tax (82,386) (51,871) Expenses not deductible for tax purposes 3,823 3,273 Expenses with addition at deduction for tax purposes (342) (652) Total 17.7 134,407 23.1 164,092

Income tax reduction

Royal Decree No. 475 B.E. 2551 dated 6 August 2008 grants companies listed on the Stock Exchange of Thailand a reduction in the corporate income tax rate from 30% to 25% for taxable profit not exceeding Baht 300 million for the three consecutive accounting periods beginning on or after 1 January 2008.

105

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

30 Basic earnings per share The calculations of basic earnings per share for the years ended 31 December 2008 and 2007 were based on the profit for the years attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the years as follows:

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht / thousand shares) Profit attributable to equity holders of the Company (basic) 1,020,033 864,377 626,632 547,049 Number of ordinary shares outstanding At 1 January 1,110,661 1,110,661 1,110,661 1,110,661 Effect of own shares held (treasury shares) (182) - (182) Weighted average number of ordinary shares outstanding (basic) 1,110,479 1,110,661 1,110,479 1,110,661 Basic earnings per share (in Baht) 0.92 0.78 0.56 0.49

31 Dividends At the annual general meeting of the shareholders of the Company held on 25 April 2008, the shareholders approved the appropriation of dividends of Baht 0.40 per share, amounting to Baht 444.24 million. The dividend was paid to the shareholders during 2008. The general shareholders’ meeting also approved the appropriation of Baht 27.5 million to legal reserve, which had been recorded in the 2007 financial statements.

At the annual general meeting of the shareholders of the Company held on 27 April 2007, the shareholders approved the appropriation of dividends of Baht 0.32 per share, amounting to Baht 355.4 million. The dividend was paid to shareholders during 2007.

The general shareholders’ meeting also approved the appropriation of Baht 52.2 million to legal reserve, which had been recorded in the 2006 financial statements.

106

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

32 Change in accounting policy The following change of accounting policy by the Group has no effect on the separate financial statements of the Company.

Until 31 December 2007, the Group accounted for goodwill and negative goodwill arising from a business combination at cost less accumulated amortisation and accumulated impairment losses. Amortisation was charged to the statement of income over the estimated useful life of 20 years and 27 years.

During 2007, the Federation of Accounting Professions issued Thai Accounting Standard (TAS) 43 (revised 2007) “Business Combinations” which is effective for accounting periods beginning on or after 1 January 2008. TAS 43 (revised 2007) requires that the acquirer shall, at the acquisition date, recognise goodwill acquired in a business combination as an asset at cost. After initial recognition, goodwill shall be measured at cost less any accumulated impairment losses. Transitional provisions shall be applied to any goodwill carried in the financial statements at the beginning of the first annual accounting period beginning on or after 1 January 2008 that arose from a business combination for which the agreement date was before 1 January 2008. The transitional provisions are to discontinue amortising such goodwill; eliminate the carrying amount of the related accumulated amortisation with a corresponding decrease in goodwill; and from the beginning of the first annual period beginning on or after 1 January 2008 test all goodwill arising from business combinations for impairment in accordance with TAS 36 “Impairment of Assets”.

TAS 43 (revised 2007) also requires that any excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost, commonly referred to as “negative goodwill”, shall be recognised immediately in profit or loss. Transitional provisions shall be applied to any negative goodwill carried in the financial statements at the beginning of the first annual accounting period beginning on or after 1 January 2008 that arose from a business combination for which the agreement date was before 1 January 2008. The transitional provisions are to derecognise such negative goodwill at the beginning of that period, with a corresponding adjustment to the opening balance of retained earnings.

The Group has, accordingly, changed its accounting policy for goodwill and negative goodwill prospectively from 1 January 2008. The financial statements for the year ended 31 December 2007 have not been affected by this change in accounting policy. The effect of the change in accounting policy on the Group’s consolidated financial statements for the year ended 31 December 2008 is to: - decrease the charge to the statement of income resulting from the amortisation of goodwill that would have been recognised under the previous accounting policy by approximately Baht 1.6 million, with a corresponding increase in reported profit year and - decrease the carrying amount of negative goodwill and increase the balance of retained earnings brought forward as at 1 January 2008 by Baht 3.6 million and reduce the credit to the statement of income resulting from the amortisation of negative goodwill that would have been recognised under the previous accounting policy by approximately Baht 1.2 million, with a corresponding reduction in reported profit for the year.

107

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

33 Financial instruments Financial risk management policies The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes.

Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved.

Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows because loan interest rates are mainly floated. The Group is primarily exposed to interest rate risk from its borrowings (note 17).

108

Consolidated financial statements

Floating Fixed interest rate maturing in: Average interest rate

interest Within After 1 year but After

rate 1 year within 5 years 5 Years Total Floating Fixed

(in thousand Baht) (%)

Financial assets

Cash at financial institutions 1,433,630 - - - 1,433,630 0.50-3.25

Highly liquid short-term investments 203,142 - - - 203,142 1.40-3.60

Restricted cash at bank 188,110 - - - 188,110 1.00-2.75 -

2008

As at 31 December 2008 and 2007, the Company and subsidiaries had risk from the changing value of financial instruments, from changing market interest rates as follows:

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

109

Separate financial statements

Floating Fixed interest rate maturing in: Average interest rate

interest Within After 1 year but After

rate 1 year within 5 years 5 Years Total Floating Fixed

(in thousand Baht) (%) Financial assets Cash at financial institutions 1,216,239 - - - 1,216,239 0.50-3.25 Highly liquid short-term investments 102,181 - - - 102,181 1.40-3.60 Restricted cash at bank 170,855 - - - 170,855 1.00-1.50 - Short-term loans to related parties 4,153,703 - - - 4,153,703 Fixed deposit+1.50 Long-term loans to related parties - - - 61,224 61,224 - 6.00

Financial liabilities Short-term loans from related parties 1,085,501 - - - 1,085,501 Saving+2.50 3.00 Long-term loan from related Party - - 113,300 - 113,300 - 2.00

2008

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

110

Consolidated financial statements

Floating Fixed interest rate maturing in: Average interest rate

interest Within After 1 year but After

rate 1 year within 5 years 5 Years Total Floating Fixed

(in thousand Baht) (%) Financial assets Cash at financial institutions 1,419,214 - - - 1,419,214 0.50 - 2.67 Highly liquid short-term investments 1,196 199,764 - - 200,960 0.75 - 2.375 3.074 Restricted cash at bank 174,641 - - - 174,641 0.50-3.50 -

2007

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

111

Separate financial statements

Floating Fixed interest rate maturing in: Average interest rate

interest Within After 1 year but After

rate 1 year within 5 years 5 Years Total Floating Fixed

(in thousand Baht) (%) Financial assets Cash at financial institutions 1,122,867 - - - 1,122,867 0.5-2.67 Highly liquid short-term investments 1,196 199,764 - - 200,960 0.75-2.375 3.074 Restricted cash at bank 157,727 - - - 157,727 1.50-3.50 Short-term loans to related parties 4,390,465 - - - 4,390,465 Fixed deposit+1.5 Long-term loans to related parties - - - 61,224 61,224 - 6.00

Financial liabilities Short-term loans from related parties 1,007,837 - - - 1,007,837 Savings+2.50 3.00 Long-term loan from related party - - 113,300 - 113,300 - 2.00

2007

For the years ended 31 December 2008 and 2007

Notes to the financial statements

Robinson Department Store Public Company Limited

112

Robinson Department Store Public Company Limited

Notes to the financial statements For the years ended 31 December 2008 and 2007

Credit risk

Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group as and when they fall due.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Group’s customer base, Management does not anticipate material losses from its debt collection.

Liquidity risk

The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows.

Fair values

The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

The fair value of trade and other short-term receivables is taken to approximate the carrying value.

The carrying amounts of short-term loans to subsidiaries approximate their fair values because they are short-term maturity loans.

The carrying amounts of long-term loans to subsidiaries approximate their fair value estimated from the current market interest rates available for borrowings with the same maturity profile.

The carrying amounts of borrowings with variable interest rates approximate their fair values. The carrying amounts of other accounts with fixed interest rates are immaterial.

34 Commitments with non-related parties and others

Consolidated Separate financial statements financial statements

2008 2007 2008 2007 (in thousand Baht ) (a) Capital commitments Contracted but not provided for leasehold rights 21,000 22,000 - -

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Notes to the financial statements For the years ended 31 December 2008 and 2007 The Group has lease agreements covering rental and service agreements with local certain companies. These agreements are for periods until the year 2025. The annual rental and service fees are payable as follows:

Consolidated Separate financial statements financial statements 2008 2007 2008 2007 (in thousand Baht )

(b) Non-cancellable operating lease commitments Within one year 180,134 174,660 118,066 112,492 After one year but within five years 579,909 669,834 353,404 442,703 After five years 1,471,755 1,555,364 379,073 407,840 Total 2,231,798 2,399,858 850,543 963,035

(c) Agreement On 11 March 2008, the Company entered into a transfer leasehold right agreement with a local company for building space at the Silom branch. Under the agreement, the Company agreed to transfer leasehold right and sell other assets owned by Robinson Department Store, Silom branch with net book value as of 31 December 2008 of Baht 28.8 million for Baht 230 million. Under this agreement, the Company would transfer the leasehold right and sell the other assets on 30 May 2008. However, the Company agreed to extend the payment date and is in the process of amending the transfer leasehold right agreement. As at 31 December 2008, the Company had received the first progress payment under this agreement in the amount of Baht 46.5 million, which is recorded as other current liabilities in the balance sheet as at 31 December 2008.

35 Thai Accounting Standards (TAS) not yet adopted The Group has not adopted the following revised TAS that have been issued as of the balance sheet date but are not yet effective. These revised TAS will become effective for financial periods beginning on or after 1 January 2009.

TAS 36 (revised 2007)

Impairment of Assets

TAS 54 (revised 2007)

Non-current Assets Held for Sale and Discontinued Operations

The adoption and initial application of these revised TAS is not expected to have any material impact on the consolidated or separate financial statements.

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Notes to the financial statements For the years ended 31 December 2008 and 2007

36 Reclassification of accounts Certain accounts in the 2007 financial statements have been reclassified to conform to the presentation in the 2008 financial statements as follows:

2007 Consolidated financial statements Separate financial statements Before reclass. Reclass. After reclass. Before reclass Reclass. After reclass (in thousand Baht)

Balance sheet

Other current assets 188,766 157,727 346,493 170,610 157,727 328,337

Other non-current assets 503,259 (157,727) 345,532 299,042 (157,727) 141,315

Short-term loans

from related parties 33,122 (33,122) - 1,036,114 (28,277) 1,007,837

Other current liabilities 669,053 33,122 702,175 488,736 28,277 517,013

- The reclassification have been made, because, in the opinion of Group’s management, the new classification is more appropriate to the Group’s business.

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Inter-Company Transactions

During 2008, the Company enters various transactions with its subsidiaries, joint-venture companies and other related companies.

Certain assets, liabilities, income, costs and expenses of the Company and its subsidiaries also involve inter-company transactions.

These businesses are related through sharing the same shareholders and/or directors, as disclosed in Note 4 of the Company’s financial statement. Details of major transactions during the year ended 31 December 2008 can be summarized as follows:

Details of Major Transactions

Joint-Shareholders

Main Shareholders

Joint-ventures

Subsidiaries

Relationship with

Subject Related Company

Joint Directors

Unit : Million Baht Inter-company Transaction value

Income Interests Robinson Anusawaree Co., Ltd. X 176.29

Robinson Ratchada Co., Ltd. X

Robinson Nakarin Co., Ltd. X

Kruerpetch Co., Ltd. X

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

CR (Thailand) Co., Ltd. X

RD Pattana Co., Ltd. X Rentals and Power Buy Co., Ltd. X X 539.75 Services CRC Sport Co., Ltd. X X

Central Department Co., Ltd. X X

Group of Central Food Retail Co., Ltd. X X

CRC Power Retail Co., Ltd. X X

B2S Co., Ltd. X X

Office Club (Thailand) Co., Ltd. X X

Central Pattana Group Pcl. X X

Terasoft Solution Development Co., Ltd X X

Central Watson Co., Ltd. X X

RIS Co., Ltd. X

Group of Central Restaurant Group Co., Ltd. X

(Auntie Anne’s, Pizza Hut, Mister Donut, KFC)

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Robinson Department Store Public Company Limited

Joint-Shareholders

Main Shareholders

Joint-ventures

Subsidiaries

Relationship with

Subject Related Company

Joint Directors

Inter-Company Transactions

Inter-company Transaction value

Financial Power Buy Co., Ltd. X X 7.30 Services CRC Sport Co., Ltd. X X

B2S Co., Ltd X X Management Robinson Sukhumvit Co., Ltd. X 120.53 Fees Kruerkaew Co., Ltd. X

RD Pattana Co., Ltd. X

CR Hadyai (Thailand) Co., Ltd. X

CR Udonthani (Thailand) Co., Ltd. X

CR Phuket (Thailand) Co., Ltd. X

CR Nakorn Sri Thammarat (Thailand) Co., Ltd. X

CR Chiang Mai (Thailand) Co., Ltd. X

CR Ubon Ratchathani (Thailand) Co., Ltd. X

CR Ratchaburi (Thailand) Co., Ltd. X

CR Chantaburi (Thailand) Co., Ltd. X Expenses Merchandising CRC Sport Co., Ltd. X X 666.05 Payment Central Department Co., Ltd. X X

Power Buy Co., Ltd. X X

Central Trading Co., Ltd. X X

Cetrac International Ltd. X X

Textral Textile Co., Ltd. X X

Central Garment Factory Co., Ltd. X X Rentals/Services Central Pattana Group Pcl. X X 129.44

Tiang Chirathivat Co., Ltd. X X Interests Robinson Sukhumvit Co., Ltd. X 6.95

Robinson Ratchada Co., Ltd. X

Kruerkaew Co., Ltd. X

CR Ratchaburi (Thailand) Co., Ltd. X

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Robinson Department Store Public Company Limited

Financial support via subsidiaries

Management Fees

Joint-Shareholders

Main Shareholders

Joint-ventures

Subsidiaries

Relationship with

Subject Related Company

Joint Directors

Inter-Company Transactions

Inter-company Transaction value

CR Hadyai (Thailand) Co., Ltd. X 1,829.11 CR Udonthani (Thailand) Co., Ltd. X CR Nakorn Sri Thammarat (Thailand) Co., Ltd. X CR Chiang Mai (Thailand) Co., Ltd. X CR Ubon Ratchathani (Thailand) Co., Ltd. X CR Chantaburi (Thailand) Co., Ltd. X Central Retail Corporation Co., Ltd. X X 85.70 RIS Co., Ltd. X Central Department Store Co., Ltd. X

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Inter-Company Transactions Necessary Inter-company Transactions

Type of Transaction

Normal Business Items - Merchandise purchases

- Rental and service income

- Rental and service expenses

Necessary Inter-company Transactions

The Company purchases popular brand products from relevant suppliers and acts as sole distributor of those products. The same merchandising policy is followed with other suppliers.

Prices are negotiated with a view to achieving the highest gross profit margin. Such products must be currently available in the market and competitive with similar products offered by other department stores.

Specialty stores are run by affiliated companies and other companies that are expert in specialty merchandising of specific products that are popular among the Company’s target customers.

Specialty stores are also specially designed in unique, modern styles in accordance with the Company’s concepts. Compensation is based either on a percentage of sales or a fixed rate. In addition, the Company provides space to affiliated companies to set up international money transferred counter services.

These expenses were paid to related company for space rental in mall with the justified condition and reasonable price.

Normal Business Supporting Items - Income from financial services

- Management fee income - Management fee expenses

This source of income is derived from affiliates who use the Company’s secure room to store their cash receipts during the day. The service is a general service to be offered by other department stores in order to facilitate their tenants. The service fee charged to those related parties are at the same rates charged to other tenants and/or business partners Collected from the Company’s affiliates and subsidiaries for department store management, merchandising, marketing and use of the Robinson brand. The rate is based on a percentage of sales and/or other income, as per each joint venture agreement.

Paid to related company for accounting and financial management services, human resources, legal issues, and tax. The service provider is of specialized management expertise, so as to enable the Company to efficiently and effectively minimize related costs.

Financial Support Items

- Lending and borrowing to and Centralization of the merchandising system involves making inter-company loans thru from subsidiaries the current account system. Inter-company loan costs are minimum loans rates or fixed deposit rate of certain local financial institutions plus 0% to 2.5% per annum depend on financial cost of each company.

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Inter-Company Transactions Measures and procedures for approval of inter-company transactions

The Company and its subsidiaries act in compliance with the Stock Exchange of Thailand’s notice regarding measures, methods and disclose of inter-company transactions of the listed company and under governance of the Plan Administrator.

According to the Securities and Exchange Act (No. 4) B.E. 2551 notified in the Government Gazette and some section of the law which shall come into force beginning on August 31, 2008, Section 89/12 that specifies the duty of registered company concerning entering into transaction which may cause conflict of interest is supervised by the Securities and Exchange Commission (SEC). In the present, SEC issues additional rules concerning the entry of connected transaction in which the details is that entering into transaction between the company or the subsidiary and the director or related person under general commercial terms shall be approved by the board of directors or in compliance with the principle approved by the board of directors in accordance with section 89/12 (1)

Consequently, the Meeting of the Board of Directors No. 3/2008 held on August 8, 2008 passed the resolution to approve the principle of entering into any transaction between the Company and the subsidiary with the related person of the Company under general commercial terms unless otherwise shall be in compliance with the principle of the Stock Exchange of Thailand and the notification specified by the Capital Market Supervisory Board.

Future policy and trends for inter-company transactions

The Company and its subsidiaries will continue their inter-company transactions, which are a necessary part of department store operation. Such transactions will be conducted in compliance with the Stock Exchange of Thailand rule and regulations. The pricing policy for inter-company transactions is as follows:

Sale of goods Market prices should not be lower than the cost of goods.

Interest income/Interest expense Minimum loan rates or saving rates or fixed deposit rate of certain local financial

institutions plus 0% to 2.5% per annum depend on financial cost of each company.

Rental and service fees Certain percentages of sales with a reference to the related market prices or fixed amount.

Management fees Certain percentages of sales or fixed amount.

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General Information Robinson Department Store Public Company Limited Registration number 010753600412 (previous number Bor Mor Jor 115) Operates department stores under the name “Robinson”. The company currently has 20 branches around the country, comprising 9 branches in Bangkok and 11 provincial branches.

Registered Share Capital Baht 3,942,847,022.15 (1,110,661,133 common shares) Paid-up Share Capital Baht 3,942,847,022.15 (1,110,661,133 common shares) Par Value Baht 3.55 Central Administration Office 139 Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok 10400

Tel. 02-245-4811 Fax. 02-247-5317 Share Registrar Thailand Securities Depository Co., Ltd.

62 The Stock Exchange of Thailand Building, 4th & 7th Floor, Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110

Tel. 02-229-2800 Fax. 02-359-1262-3 Auditor KPMG Phoomchai Audit Co., Ltd.

22nd Floor, Empire Tower, 195 South Sathorn Road

Yannawa, Sathorn, Bangkok 10120

Tel. 02-677-2000 Fax. 02-677-2222

Auditor: Mr. Winid Silamongkol – CPA no. 3378

Store Location

Robinson Department Store Public Company Limited Ratchada Branch (Opening Date : November 11, 1989) 139 Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok 10400 Tel. 02-248-2626-35, 02-245-4811, 02-245-4822 Fax. 02-642-2047

Robinson Department Store Public Company Limited Sukhumvit Branch (Opening Date : December 1, 1990) 259 Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110 Tel. 02-651-1533, 02-252-5121 Fax 02-651-1560

Robinson Department Store Public Company Limited Bangrak Branch (Opening Date : November 11, 1992) 1522 New Road, Bangrak, Bangrak, Bangkok 10500 Tel. 02-238-0052-61, 02-267-3781-86 Fax. 02-235-2467 121

Robinson Department Store Public Company Limited

General Information Robinson Department Store Public Company Limited Bangkae Branch (Opening Date : December 1, 1993) 615 Petchkasaem Road, Bangwa, Phasicharoen, Bangkok 10160 Tel. 02-455-0143-5 Fax. 02-454-8350

Robinson Department Store Public Company Limited Seacon Square Branch (Opening Date : August 21, 1994) 55-1 Srinakarin Road, Nhong Born, Pravej, Bangkok 10250 Tel. 02-721-8990-9 Fax. 02-721-9066

Robinson Department Store Public Company Limited Futurepark Rangsit Branch (Opening Date : March 18, 1995) 94 Phaholyothin Road, Prachatipat, Thanyaburi, Pathumthani 12130 Tel. 02-958-0800-59 Fax. 02-958-0899

Robinson Department Store Public Company Limited Fashion Island Branch (Opening Date : June 1, 1995) 591 Ram Intra Road, Kannayao, Kannayao, Bangkok 10230 Tel. 02-947-5320-62 Fax. 02-947-5400

Robinson Department Store Public Company Limited Ladya Branch (Opening Date : November 11, 1996) 99 Lardya Road, Somdejchaopraya, Klongsarn, Bangkok 10600 Tel. 02-437-0111, 02-437-0104-5 Fax. 02-439-4296

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General Information Robinson Department Store Public Company Limited Rattanathibet Branch (Opening Date : June 15, 2005) 68/100 Moo 8 Rattanathibeth Road, Bangkasor, Muang Nonthaburi, Nonthaburi 11000 Tel. 02-526-9774 Fax. 02-525-4466

CR Udornthani (Thailand) Co., Ltd. Udonthani Branch (Opening Date : August 30, 1995) 277/2 Prajak Road, Muang, Udornthani 41000 Tel. 042-242-777 Fax. 042-248-780

CR Phuket (Thailand) Co., Ltd. Ocean Phuket Branch (Opening Date : October 12, 1995) 36 Tilokutis 1 Road, Muang, Phuket 83000 Tel. 076-256-500-12 Fax. 076-223-304

CR Nakhon Si Thammarat (Thailand) Co., Ltd. Nakhon Si Thammarat Branch (Opening Date : October 27, 1995) 89/201 Pattanakarnkukwang Road, Muang, Nakhon Si Thammarat 80000 Tel. 075-318-012-20 Fax. 075-318-010

CR Had Yai (Thailand) Co., Ltd. Had Yai Branch (Opening Date : December 1, 1995) 9 Thammanoonvithi Road, Had Yai, Had Yai, Songkhla 90110 Tel. 074-220-150 Fax. 074-220-157

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General Information CR Chiang Mai (Thailand) Co., Ltd. Chiang Mai Branch (Opening Date : January 26, 1996) 2 Maheedon Road, Hai ya, Muang Chiang Mai, Chiang Mai 50100 Tel. 053-203-640-59 Fax. 053-283-129

CR Ubon Ratchathani (Thailand) Co., Ltd. Ubon Ratchathani Branch (Opening Date : June 1, 1996) 221 Chayangkool Road, Muang Ubon Ratchathani, Ubon Ratchathani 34000 Tel. 045-241-887, 045-242-866 Fax. 045-241-268

Robinson Department Store Public Company Limited Sriracha Branch (Opening Date : May 31, 1997) 90/1 Sukhumvit Road, Sriracha, Sriracha, Chonburi 20110 Tel. 038-771-001-10 Fax. 038-770-999

CR Ratchaburi (Thailand) Co., Ltd. Ratchaburi Branch (Opening Date : November 1, 1996) 265 Srisuriyawong Road, Muang Ratchaburi, Ratchaburi 70000 Tel. 032-310-831 Fax. 032-310-866

CR Chanthaburi (Thailand) Co., Ltd. Chanthaburi Branch (Opening Date : January 16, 1998) 22/107 Moo 7 Chantanimit, Muang Chanthaburi, Chanthaburi 22000 Tel. 039-340-348-57 Fax. 039-340-381

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General Information Robinson Department Store Public Company Limited Ayutthaya Branch (Opening Date : November 16, 2006) 126 Moo 3 Asia Road, Klong Suan Plu, Phranakhonsiayutthaya, Phranakhonsiayutthaya 13000 Tel. 035-229-888 Fax. 035-229-878

CR Phuket (Thailand) Co., Ltd. Robinson Ocean Jungceylon Branch (Opening Date : November 3, 2007) 177 Rat-Uthit 200 pee Road, Patong, Katu, Phuket 83150 Tel. 076-600-888-97 Fax. 076-600-886

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