Robins : Annual Report 2009 by robins robins

Robinson Department Store Public Company Limited

ROBINSON

ANNUAL REPORT 2009

Annual Report 2009

Contens 3 4 9 10

Message from the Chairman Message from the President Financial Highlights Financial status and operating results in 2009 14 Market and Retail Business Overview in 2009 16 History and Major Development 20 Structure of the Company and its subsidiaries 24 Nature of Business 31 Risk Factors 35 Shareholders and Dividend Policy 37 Management 50 Board of Directors and Executive Officers 65 Good Corporate Governance 75 Corporate Social Responsibility 77 Report of the Audit Committee 79 Statement of the Directors Responsibility 80 Anual Financial Statement 141 Inter-Company Transactions 146 General Information 2

Robinson Department Store Public Company Limited

Message from the Chairman

Message from the Chairman “the Company has, nevertheless, proved that its firmlyestablished business operation, vision and missions as well as efficient management are unfailingly kept up. The success, thereby, is backed by a satisfactory track record of sales volume and profits.”

For over three decades, Robinson Department Store has splendidly grown with a great pride as a Company that plays a significant role in offering the modern styles and trends for esteemed customers. Despite the unfortunate aftermath of economic crisis over the past couple of years, the Company has, nevertheless, proved that its firmly - established business operation, vision and missions as well as efficient management are unfailingly kept up. The success, thereby, is backed by a satisfactory track record of sales volume and profits. Furthermore, with the launching of the two new stores as per the Company’s set target - Robinson Chonburi and Robinson Khonkaen, the year 2009 is considered another blossoming year. Thanks to these two new stores, customers can more easily get access to exceptional, elegant department store with extensive of brand name items available. In addition, following our strategic business direction, the Company is committed to have on offer well-known branded products of market’s demand which also go hand in hand with trendy fashions and lifestyles at affordable prices. Running in parallel with trendy fashion and lifestyle products are private brand and exclusive brand items which are also made available only at Robinson Department Store. Thanks to the distinctive styles that differentiated these products from their peers, coupled with service excellence and marketing strategies that have been tailored to best serve customized demands of each location, shopping at Robinson Department Store is indeed an impressive shopping experience. Robinson Department Store, thereby, is unanimously labeled as “the most preferred department store” among its customers all along. Apart from that, preserving the benefits of shareholders still remains the core mission of the Company. Despite gloomy economic setback of the previous year, the Company, nonetheless, is able to offer the same dividend payment rate from the performance of the year 2008 as of the previous year. The payout offered is considered higher than the dividend

payout ratio as per the Company’s policy. Besides, as a result of the global financial crisis which has triggered negative effects upon an overall stock market, a share repurchasing program had been launched in order to manage the share’s prices to truly reflect its fair value. Apart from its business excellence, Robinson Department Store has also placed a great emphasis on maintaining an ethic business operation as per good corporate governance principles. As a result, Robinson Department Store is continuously rated as “very good” following the good corporate governance assessment of the SET - listed companies. In terms of the corporate social responsibilities, the Company’s key objective is to return its benefits to society and community. In doing so, the Company focuses on hosting a string of worthwhile activities for both community and environment at each store nationwide. Furthermore, the Company has also participated with numerous subsidiaries under the auspices Central Group as well as other business alliances in continuously hosting activities for social contribution all year round. On behalf of Robinson Department Store PLC., I would like to express my heartfelt thanks to customers, shareholders and every business partner, along with continuous efforts and unwavering dedication of every staff and members of the Board of Directors. Also, may I take this opportunity to thanks you all for your strong determination in maintaining the highest standards of integrity in business practices for the utmost benefits of shareholders, customers and the Company’s further established and sustainable growth. Together, we will push forwards social contributions and community development.

Mr. Sudhisak Chirathivat Chairman Annual Report 2009

Message from the President “In 2009, business situation was a great

challenge for all companies as they had to encounters numerous obstacles and inevitable negative factors. However, the Company is able to achieve sales of 12,842 million baht, an increase of 3.4%. Furthermore, the Company is able to efficiently manage and control expenses as such an increase of expenses remain lower than sales growth, resulting in over 9% increase in net profit from continuing business operation.” The business situation in the year 2009 was considered a great challenge for all companies as they all had to encounters numerous obstacles and a sequel of inevitable negative factors. The global sluggish economy, aggravated political unrest and the widespread of the H1N1 flu had triggered local economic recession, while consumer spending eroded accordingly. However, the Company’s performance this year is considered another successful year. Despite facing a number of aforementioned unfortunate circumstances, the Company has clearly demonstrated its management strength and its ability to fine-tune marketing strategies to stimulate its customers purchasing. As a result, the company is able to achieve income from sales of 12,842 million baht - a growth by 3.4% from the previous annum. Furthermore, the Company is able to effectively manage and control costs by means of management restructuring in areas including working procedures, thinking methods and enhancing personnel efficiency. Keeping with this restructuring is cost optimization on energy and other unnecessary expenses. As such, an increase of selling and administrative expenses remain lower than total income growth, resulting in over 9% increases in the net profit from continuing business operation comparing to last year. Meanwhile, thanks to the company’s financial status which continues to remain solidified, it is, thereby; ready to support the Company’s future business expansion plans. As Thailand’s leading department store, the company has continuously developed in various areas of operations as follow : 4

Robinson Department Store Public Company Limited

“Expanding its stores to cover every region nationwide” In 2009, the Company has expanded its stores to strategic areas with high market potentials. These two new stores are located in Chonburi and Khonkaen provinces and both are stylishly constructed to cater a presence of a modern lifestyle department store where shoppers can truly indulge in an ultimate shopping pleasure - the characteristics that best reflect a true identity of Robinson Department Store. In turns, the Company has not only succeeded in creating such image, but the two new stores are warmly welcomed by customers and hence able to achieve sale volume as per target. Furthermore, the Company has attained a total of 22 stores on over 260,000-sq.m. net sale area by 2009 yearend and therefore, enables it to become Thailand’s only department store that boasts the highest number of stores covering prime locations nationwide. Aside from our new store opening, another significant milestone achievement is the development and refurbishment of existing stores. By improving interior and exterior decoration as well as adding an ambience of fun and enjoyment of shopping, the renovation is aimed to pinpoint the image of the Robinson Department Store as a stylish and modern department store. Fashion Island store, for example, has undergone a major revamp on every floor and every department including cosmetics, men and women’s wear, home appliances, etc., and is one of the stores that has enjoyed an immense success in terms of a rise in sale volume. Had Yai and Ratchaburi stores, meanwhile, not only have undergone a renovation in order to enhance

their selling potential, but the Company also focuses on maximizing the space productivity by managing every department - both areas for sales and for rent - in order to generate the highest revenues possible for the Company.

“ Readiness to offer newness, wide range of products, leading brands and differentiated products” In order to select leading-edge products for its store, the Company takes into consideration three main factors quality, style and price - which must perfectly fit the demand of target groups. Therefore, the company is committed to its core business strategy in having on offer great quality products with stylish and fashionable design at reasonable prices. Every range of product from both national and international popular brands is made available to respond to customized demands of every customer group. Despite the fact that consumers in general are more likely to shift their spending behavior towards more value-for-money products, the continuous rise in sale volume thereby is a good evidence to indicate that products at Robinson Department Store can fittingly respond to the shifting consumers’ behavior pattern.

towards teenagers and new generation with a passion for fashion, originality and differentiation. Apart from that, Only@Robinson product line which includes Private Brand, Exclusive Brand and Exclusive Model is considered a significant factor that has distinguished Robinson Department Store from other department stores. Thanks to its interesting and outstanding attributes that can fully respond to customers’ demands, these products have boasted a great sales. Besides, as a result of relocating products’ counter to a better display position, coupled with making sure the products are available in every store nationwide, these brands have become more well-known among shoppers. Aside from improving product variety of fashion brands to suit the market’s demand, the Company has also added Cuizimate - the kitchen assortments and varieties of which its state-of-the-art quality is valued for money - into its product line. What’s more, the cosmetics department has now on offer David Jones - the reputable skincare product from Australia - which Robinson Department Store is currently the only authorized distributor in Thailand. Within the two years’ time, the company is targeted to increase the sales volume of Only@Robinson products from 7% to 10%. By committed to developing this group of products in order to present ‘just right’ items to potential market opportunity at various prime locations, it is considered another vital business strategy that fosters the Company’s sales and profits in both medium and long terms.

Against the backdrop of uncompromising economy, various manufacturers give pause to their manufacturing process. The Company, however, continues to select and embrace new products of current popularity into their lines, while ensuring that products of the latest collection are made available all year round for customers’ utmost satisfaction. Moreover, new brands for particular group of customer are also comprised at the store. In so doing, it serves as a new market penetration in line with expanding customer base Annual Report 2009

Message from the President

In order to select leading-edge products for its store, the Company takes into consideration three main factors - quality, style and price - which must perfectly fit the demand of target groups.

Continuous and stringent development of staff service is always emphasized. “ Committed to developing service excellence for customers” In terms of services, the Company always commits to its key mission in creating the highest customers’ satisfaction

What the special programs last year. January

February

via service excellence. Therefore, continuous and stringent development of staff service is always emphasized. In so doing, staff is well-informed of products and well-equipped with skills required when it comes to providing advisory services on shopping and thereby, is able to create a good impression for customers. Through Robinson Fantasia program which aimed at instilling service-mind competency, staffs are encouraged to compete with each other in offering service excellence for customers. With service assessment categorized as per staff’s quality group, the efficiency of service training development improves accordingly. The Robinson Fantasia program has so far yielded a satisfactory result. In addition to skilled staff, another outstanding aspect of the Company is its friendly shopping atmosphere - one of the key strategies that makes customers feel relaxed and enjoy shopping at the department store. Besides, Value-added Service was also introduced and has since then been warmly received by all customers. This Value-added Service includes the Bra Advisor service by specialists, Free Make Up for all occasions and Stylish Consultant for men’s wear customers. Last but not least, the utmost convenience and exclusivity have also been upgraded for VIP customers ranging from VIP Lounge, VIP Parking to VIP Delivery services, just to name but few.

Robinson Department Store Public Company Limited

March

April

May

June

“Embracing Event Marketing Strategy” In 2009, the Company placed its main focus on grand-scale marketing events which are also meant to be more easily remembered by customers. Such marketing events were implemented at potential stores nationwide and the Company has not only succeeded in stimulating customers’ spending, but is also able to evidently position itself as a leader in each category of product. These marketing events include, first of all, Jeans Expo which brought together the latest collections of over 30 top jean brands for teen fashionistas, Beauty World which comprised local and international popular cosmetics brands for beauty enthusiasts, Toy Fun Festival which was targeted at families and the Ultimate Watch Fair which, following the resounding success of the similar event in 2008, has consecutively scheduled and presented a comprehensive range of international watch brands for customers who adore modern luxury and style. This string of marketing events helps motivate more customers to shop at Robinson Department Store and thereby, generates satisfactory sales.

Not only marketing events, but the company has also geared toward more public relations by means of communicating through media such as advertisement spot on television which enables the latest updates to be disseminated among general public in a more convenient and quicker manner. Additionally, there is also an advertisement via Robinson Live Channel which is installed throughout the store, in line with the launching of marketing campaigns via SMS which enables news to directly reach its regular customers. From The 1 Card customer database, the Company has continuously analysed the information in dept so as to understand true demand of each customer group and hence, can suitably introduce promotion campaigns as per their specifications. These marketing campaigns have succeeded in stimulating the spending and even led to re-purchase among customers. Last year, the company is able to increase

over 180,000 The 1 Card members who came shopping at Robinson Department Store and the spending value made by The 1 Card members is totaled at over 70% of total sales. By the end of 2009, The 1 Card member was at 1.04 million members. In addition to above strategies, the company has stressed the significance of human resources as we believe every staff plays an important role in propelling the growth of an organization. Realizing this, the Company has continuously developed its personnel to ensure they are well-equipped with knowledge and work happily under suitable environment. In terms of staff skills development, continued training sessions have been host and in 2009 alone, the Company was able to organize as many as 357 staff training sessions (excluding PC/BA training sessions) with over 2,600 participating staff. Besides, the Power of Voice (POV) program - the program initiated to assess staff’s feeling of attachment and happiness in their working environment - is also organized. Continuously updated, evaluated and improved for two years consecutively, the current scores received from the POV program is higher than those of an international standard and therefore, is considered another success story for this year. Since one of the Company’s key mission is its strong commitment to social responsibility and environment, the Company has thereby carried on a sting of worthwhile activities namely campaigning against the use of plastic bag and to use instead bags and gift wrapping paper made of recycle paper. Last year, in particular, the company has incorporated cutting-edge E-Commerce system into its operations so as to minimize the number of paper used. In addition, new electrical apparatus have been installed in keeping with a campaign for an energy saving. Besides, with the primary concern for the staff’s suitable working environment, more space has been expanded to provide a better welfare for all staff, while staff safety standard is rigorously ensured. Also, it is a great pride for everyone at Robinson Department Store as the Company is, again, presented with the prestigious Excellent Labor Relation and Welfare Award 2009 from the Department of Labour Protection and Welfare, Ministry of Labour for the 3rd year running. In terms of Corporate Social Responsibility, the company has host a number of charitable activities last year such as the World Pink Fun Run 2009 - the walk-run charitable campaign cooperated with alliance in raising fund for breast cancer patients. This worthwhile campaign is also Annual Report 2009

Message from the President

We are able to increase over 180,000 The 1 Card members who came shopping at Robinson.

served as a means to campaign among women to take a better care of their health, in line with encouraging a walk/ run as an exercise for good health. In addition to that, the Company has offered a warm co-operation in numerous fund-raising campaigns to alleviate the plight of people with mental deficiency and to help their families to have a better living.

What the special programs last year. July

August

Looking ahead, the year 2010 is still a big challenge for the Company for a number of reasons - the economy that is beginning to pick up, the political uncertainty as well as the consumer behavior which has shifted towards more value-for-money products and services. However, the Company firmly believes in its potential and capability to splendidly prevail. To achieve its goal, the Company has planned to strengthen its corporate image by promoting Robinson brand identity and awareness. In keeping with this, a continuous product development will also be engaged to attract new customers, while brand loyalty will be promoted by means of introducing new marketing strategies that can best meet customers’ specification and stimulate purchasing emotion. In addition, the Company is committed to upgrade its staff’s service so as to offer service excellence and a good impression for customers. Furthermore, the Company is also planning to launch new stores so as to promptly respond to market’s demand, while revamping its existing stores to truly pave way for further established growth. On behalf of the management team, may I extend my cordial thanks for our esteemed customers and every shareholder for your continued trust and kind supports. Also, I would like to extend my heartfelt thanks to all devoted staff for your dedicated efforts based on the Company’s good governance and ethic as in so doing, it will push forwards our organization to a firmly-established and sustainable growth.

Mr. Preecha Ekkunagul President

Robinson Department Store Public Company Limited

September

October

November

December

(Unit : Million Baht) Consoildated 2009 2008 2007

Balance Sheet Cash and Cash Equivalent 2,118 1,547 1,571 Current Assets 4,029 3,708 2,972 Total Assets 10,608 9,666 9,030 Current Liabilities 3,752 3,352 3,262 Total Liabilities 3,811 3,418 3,337 Issued and paid-up share capital 3,943 3,943 3,943 Retained Earnings (deficit) 2,476 1,955 1,419 Minority interests 135 150 155 Total Shareholdersâ&#x20AC;&#x2122; Equity 6,797 6,249 5,693 Consoildated Key Financial Ratios 2009 2008 2007 Liquidity Ratio (time) 1.07 1.11 0.91 Average Collection Period (days) 12.24 11.29 11.62 Average Selling Period (days) 29.46 27.63 27.59 Average Payment Period (days) 96.33 94.01 101.56 Gross Profit Margin (%) 23.37 23.25 23.04 Net Profit Margin (%) 7.89 8.21 7.66 Return on Equity (%) 15.54 17.08 15.92 Return on Assets (%) 10.00 10.91 9.79 Debt to Equity Ratio (time) 0.56 0.55 0.59 Book Value Per Share (Baht) 6.12 5.63 5.13 Basic Earning Per Share (Baht) 0.92 0.92 0.78 Dividend Payout Ratio (%) 45.75 43.33 51.40 * The meeting of the Companyâ&#x20AC;&#x2122;s Board of Directors No. 1/2010 passed the resolution of dividend payment to shareholders at the rate of Baht 0.42 per share. The resolution will be proposed to the 2010 Annual General Meeting of Shareholders on 22 April 2010 to consider the approval of dividend payment. Annual Report 2009

Financial Highlights

(Unit : Million Baht) Consoildated Profit and Loss Statement 2009 2008 2007 Revenue from Sales 12,842 12,417 11,285 Total Revenue 14,206 13,723 12,602 Cost of Sales 9,841 9,529 8,685 Selling and Administrative Expenses 3,016 2,926 2,821 Net Profit (Loss) 1,013 1,020 864

Message from the President

Financial Highlights

Financial status

and operating results in 2009

Revenue from Sales and Others

In 2009, Thailand’s economic growth had experienced the first shrink after the 1997 Asian financial crisis; the downturn was mainly due to the recent global economic slowdown, including Thailand’s political turmoil in April and H1N1 pandemic. However, the economy had shown the sign of recovery in the fourth quarter; it led to an improvement of the consumer confidence and a better mood of consumption. In 2009, the Company opened 2 new stores, Chonburi store and Khonkaen store, which have a good response from the customers and gratifying sales; moreover, existing stores also had a satisfying sales growth from the previous year owing to the interior and exterior renovation of the store to be modern as well as adding new products and distributing Only @ Robinson products (Private Brand/Exclusive Brand) to every stores over the country so as to give various choices to customers along with the marketing and customer relationship management. Product lines having good sales growth rate are kitchen apparatus, cosmetics and children products respectively. Hence, in 2009 the Company’s revenue from sales was Baht 12,842 million, an increase of Baht 425 million or 3.4% from the previous year.

Sales Mix by Category

Home, Gifts and Toys 15.33%

Men’s Wear 26.50%

Net Sales % Sales 11.1% 10.1% 4.4% 10.0% 3.4% Growth 12,842 (Million Baht)

9,817

10,812

11,285

12,417

2,175

2005 2006 2007 2008 2009

Rental and service incomes, and other incomes were Baht 1,171 million, an increase of Baht 37 million or 3.2% from the previous year due mainly to an increasing advertising income. The income from the share of profits from investments in associates was Baht 192 million, an increase of Baht 21 million or 12.5% from the previous year due to their better operation from the efficient management, together with higher sales during the economic recovery in the last quarter of the year. Thus, in 2009, the Company generated total revenues of Baht 14,206 million, an increase of Baht 483 million or 3.5% from the previous year.

Revenue Breakdown in 2009 Share of profit of associates 1.35%

Net Sales 90.40%

Children’s Wear 10.73%

Other income 3.34%

Ladies’ Ready to Wear 16.77%

Cosmetic & Accessories 30.67%

Robinson Department Store Public Company Limited

Other 9.60%

Rentalincome and service 4.91%

2,4

In 2009, the Company had the cost of sales in the amount of Baht 9,841 million, an increase of Baht 312 million or 3.3% according to the sales growth. Nevertheless, the cost-ofsales growth rate was lower than the sales growth rate; as a result, the Company has the gross profit in the amount of Baht 3,001 million, an increase of Baht 113 million or 3.9% from the previous year and the gross profit margin was increased from 23.3% to 23.4% because of an appropriate merchandising management, along with a growth in Only @ Robinson products (Private Brand/Exclusive Brand).

Selling and Administrative Expenses

2,888

3,001

The Company continuously worked under the plan on expenses control which led to the efficient expenses management of the Company. In 2009, the Company had the selling and administrative expenses in the amount of Baht 3,016 million, an increase of Baht 90 million or 3.1% from the previous year. The expenses growth rate was lower than the sales growth rate; as a result, the selling and administrative expenses to sales ratio was decreased from 23.56% to 23.48%. It was due mainly to a reduction 1,020 of administrative expenses by Baht 35927million or 6.1% compared to the1,013 previous 864 year which was a success from an improvement of operating process and human resource719management. However, selling expenses was increased from the previous year 5.4%, amounted to Baht 2,423 million as a result of opening expenses and operating expenses from 2 new stores.่

Net Profit, Interest Expenses and Corporate Income Tax Expenses

The Company had the net profit in the amount of Baht 1,013 million, a decrease of Bath 7 million or 0.7% because the income tax increased in the amount of Baht 73 million from the previous year. In addition, in 2008, the Company recorded the extra income from the reversal of obsolete stock in the amount of Baht 40 million and the low tax expense. However, if excluding the said extra income, the Company’s net profit from the normal operation increased by 9.1% from the previous year which was the successful result from business strategy, product management and marketing along with the efficient and continuous expenses control. Besides, in 2009, the Company had no interest expenses from financial debt.

12,842 12,417 12,417 12,842

% Gross Profit Margin (Million Baht)

Assets

As of 31 December 2009, the Company’s total asset was Baht 10,608 million, an increase of Baht 942 million or 9.7% from the previous year on account of an investment in the Company’s new stores which leads to an increase in property, plant, equipment and leasehold rights in the net amount of Baht 433 million. Cash and cash equivalents was increased in the amount of Baht 570 million mainly because the Company had not reserved the provision of merchandise payment at the end of 2009 and trade accounts receivable had been increased by the increasing credit card sales. The Company also invested in temporary investments more and the Company recognized an increasing profit of associates in the amount of Baht 192 million. Other current assets, however, decreased by Baht 504 million from the previous year because at the end of 2008 the Company had reserved the provision of merchandise payment for the beginning of 2009.

Assets and Liabilities

Assets

Liabilities

9,030

8,635

9,666

10,608

6,074 3,569

3,465

3,418

3,337

3,811

2005 2006 2007 2008 2009

Liabilities and Shareholders’ Equity

As of 2009, the Company had total liability in the amount of Baht 3,811 million, an increase of Baht 393 million or 11.5% from the previous year, due mainly to higher trade accounts payable in the amount of Baht 342 million. It was the result from an increase sales and a delay payment period compared to the previous year. The Company had the shareholder’s equity in the amount of Baht 6,797 million, an increase of Baht 548 million from the previous year due to net profit in the amount of Baht 1,013 million and the dividend payment to the shareholders from net profit of the year 2008 in the amount of Baht 442 million.

Net Profit

22.16% 22.47% 23.04% 23.25% 23.37% 2,430 2,175 2,175 2,430

Book Value per Share (Bt) 6.12 5.63

5.13

4.65

2.26

Gross Profit 2,600 2,600

Financial status and operating results in 2009

600

Cost of Sales

% Net Profit Margin

3,001 2,888 2,888 3,001

(Million Baht)

9.44% 6.65% 7.66% 8.21% 7.89% 927 927

864 864

1,020 1,020 1,013 1,013

719 719

6,074 6,074

2005 2006 2007 2008 2009

2005 2006 2007 2008 2009 * The reversal of impairment loss on assets Annual Report 2009

Liquidity

2009

2008

2007

Cashflow from operating activities Cashflow from investment activities Cashflow from financing activities Net cashflow increase (decrease)

2,056 (967) (518) 570

1,027 (569) (482) (24)

1,312 (141) (597) 575

In 2009, cashflow from operating activities increased by Baht 1,029 million mainly as a result of increase of other current assets by Baht 917 million. In 2008, the Company had recorded the provision of merchandise payment for the beginning of 2009. The cashflow from investment activities increased by Baht 398 million as a result of capital expenditure primarily used for new stores construction and existing stores renovation. The cashflow used in financing activities

increased from the previous year as a result of cash used in share repurchase program in the amount of Baht 27 million in 2009 which increased by Baht 14 million from last year. Dividend payment to minor shareholders increased from the previous year by Baht 25 million. Accordingly, as of 31 December 2009, the Company had net cashflow increasing by Baht 570 million and cash and cash equivalents in the amount of Baht 2,118 million.

Auditor’s Fee Audit fee The Annual General Meeting of Shareholders No. 1/2009 approved the appointment KPMG Phoomchai Audit Co.,Ltd., which is a member of KPMG International - an international standard expertise, as the Company’s auditors for the year 2009, which are 1) Mr. Winid Silamongkol CPA No. 3378 and/or 2) Ms. Bongkot Amsageam CPA No. 3684 and/or 3) Ms. Nittaya Chetchotiros CPA No. 4439 and/or 4) Mr. Sa-nguan Pongswan CPA No. 5076 and/or 5) Ms. Orwan Sirirattanawong CPA No. 3757 and/or 6) Mr. Thanit Osathalert CPA No. 5155 Any of these auditors are authorized to audit, perform and sign the Company’s audited report.

Robinson Department Store Public Company Limited

Audit fee for the financial statements of the Company and its subsidiaries

(Unit : Baht) 2009 2008

Audit fee for the audit office* The Company 3,620,000 4,339,000 Subsidiaries 1,740,000 2,135,000 Total 5,360,000 6,474,000 Audit fee for the auditor None None Non-audit fee None None *The audit office of the auditor, person, or business related to the auditor and the auditorâ&#x20AC;&#x2122;s office

Annual Report 2009

Financial status and operating results in 2009

Auditorâ&#x20AC;&#x2122;s fee

Market and Retail Business Overview in 2009

Competitors 1. Department store operators As the Companyâ&#x20AC;&#x2122;s direct competitor in terms of nearby location or sharing similar target groups, department store operators can be divided into 1.1 Chain Department Store, including Central Group Having a total of 15 branches, this department store operator manages under the brands: - Central Department Store which targets at customers who have high purchasing power and adore luxury. A total of 14 Central Department Store branches can be divided into 10 in Bangkok and 4 in regional areas. - Zen Department Store which targets at teenagers and new generation with high purchasing power. There is only Zen Department Store branch in Bangkok. The Mall Group Having a total of 8 branches, this operator manages shopping mall and department store under the brands: - The Mall which targets at customers with intermediate purchasing power. There are a total of 6 The Mall branches - 5 in Bangkok and 1 in regional area.

Robinson Department Store Public Company Limited

- The Emporium (1 branch) and Siam Paragon (1 branch) which are both located in Bangkok and target at customers who have high purchasing power and adore luxury. 1.2

Other department store operators Other department store operators include for example Tang Hua Seng Department Store, Tokyu Department Store, Isetan and local department store operators of each regional area.

2. Other retail business operators Other retail business operators include discounted stores/super centers, and various types of shopping mall such as Central World, Esplanade, King Power, Platinum Mall, Crystal Park, etc. These operators are the companyâ&#x20AC;&#x2122;s indirect competitors as they target at different groups of customer or different purposes of purchase.

Retail Business Comparing to the previous annum, Thailandâ&#x20AC;&#x2122;s wholesale and retail business in 2009 encountered a recession as a subsequent result to an overall economic setback. During the first half of the year, in

In terms of the department store business competition in 2009, it is noted that although major department store operators had no plans to expand new branches in Bangkok premise, Thailand’s department stores mainly accumulate in the capital city and thereby, the competition remains aggressive in this area. Furthermore, due to a sequel of negative factors notably the intense political unrest in April which later resulted in a temporary closedown of certain department stores, aggravated by the widespread of the H1N1 flu which directly effected the confidence and sentiment of consumers spending, business operators were compelled to devise new marketing strategies to stimulate purchasing demand. Aside from a string of promotion campaigns and discounts offered, these operators also focuses on creating brand loyalty among customers by offering special privileges for members such as discounts, points accumulation and complimentary gifts redemption. In doing so, it is believed to retain its current market shares, while simultaneously enlarging customer base. In addition to that, some department store operators and the management team even made an investment in

refurbishing their existing stores in order to attract more customers. Unlike the aggressive situation in Bangkok, the department store competition in regional areas is comparatively less severe. This is due to a limited number of chain department store operators, coupled with small-scale of regional department store operations as well as difference in terms of target groups and locations as regional department stores tend to scatter around rather than clustering in certain areas like in Bangkok. In 2009, three more stores were launched - two Robinson stores in Chonburi and Khonkaen provinces and Central Pattaya Beach in Chonburi. The past few yeas have seen the economic recession and a number of difficulties which later have played a significant role in shifting consumers’ spending behavior towards value-for-money products and services. Besides, it is somehow noted that their spending pattern also varies in accordance with their earnings and tastes. 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 forms of media channels, they are more likely to quickly respond to fashion product lines that best suit their urbanized lifestyles. As a result, people have a demand for first-rated products that are new, value-formoney, and trendy. In addition, excellent service is another equally essential requirement that department store operators have to take into account these days, along with added-value services that offer the utmost conveniences for customers.

Annual Report 2009

Market and Retail Business Overview in 2009

particular, the business experienced a sharp drop and the main culprits are a series of negative factors that provoked low consumers’ confidence, while motivating them to be more careful in their spending. Consequently, the private consumption decreased from the previous annum by -1.1%. However, following from the launching of new branches of some department store operators coupled with the strategic marketing campaigns in stimulating consumers’ purchasing incentives all year round, department store business has managed to grow from the previous year.

History and Major Development 1979 1992 1995 1996 1997 1998 2000 16

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

Robinson Department Store Public Company Limited

2001 2002 2003

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-toequity 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. 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

2007 2008

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’ Meeting 1/2007 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. The Company closed Silom Branch in June 2008, as a result from Silom Asset Co., Ltd.,’s Baht 230 million purchase of rental rights and assets from the Company. Afterwards, following the Shareholders Meeting 1/2551 in October 2008, the meeting approved to make a related transaction in case of Srinakharin land, between Robinson Srinakharin Co., Ltd., and Central Pattana PCL, totaling of Baht 387 million of rental fee which will pay 4 installment payments. Moreover, the meeting also approved to make an adjustment in the Company’s rule with regards to share repurchasing policy, and approved to commence its share repurchase program for financial management under the maximum Baht 536 million credit and not allowed to exceed 10% of the Company’s already distributed shares; the program has commenced on November 24, 2008 and will run until May 22, 2008. Annual Report 2009

History and Major Development

2004 2005 2006

2009

Robinson Department Store launched two new branches in Chonburi Province and Khonkaen Province as its 22nd and 23rd branches respectively. With a total of over 1,200-millionbaht budget invested, these two grand-scale branches boast a total area of approximately 32,000 square metres. In addition, the company has also carried on its share repurchase program for financial management which was fully

completed on 22 May 2009. As a result, the company was able to repurchase a total of 6,765,000 shares, making 0.61% of issued and paid-up share capital. The company’s board of committees thereby approved to sell these repurchased shares by means of selling them in the Stock Exchange of Thailand (SET). The selling period of repurchased shares lasts from 23 November 2009 to 22 May 2012.

Major Changes and Development of the Company in the Year 2009 March The Company annulled the contract and forfeited the first payment which is totalled at 46.5 million baht from its contractual party along with terminating the lease right of the Silom branch as that party failed to make the remaining amount of payment as per conditions indicated in the contract. May The Company closed down two subsidiaries companies - Kruerpetch Co., Ltd., and Robinson Anusawaree Co., Ltd., as both have ceased their business operations for a long time. The closure of the two subsidiary companies did not have any effects upon the company’s operations. After the company had commenced its share repurchase program for financial management which was fully completed on 22 May 2009, the company was able to repurchase a total of 6,765,000 shares, making 0.61% of issued and paid-up share capital and, hence, constituted to a total value of 39,389,950 millions baht. June On 6 June 2009, Robinson Department Store, Chonburi branch, was officially inaugurated, marking it as the 22nd branch of its kind. With over 530-million-baht budget spent, Robinson Chonburi Branch sets the new benchmark of a truly leading-edge shopping mall-cumfashion hub of Thailand’s eastern region. The branch focuses on creating a new shopping pleasure for customers along the east coast. 18

Robinson Department Store Public Company Limited

July Robinson Department Store was presented with The National Award for Excellence in Safety, Occupational Health, and Workplace Environment 2009 from the 23rd National Safety Week. Indeed, it is a great pride for the company to be presented with such prestigious award for the 5th year running as an excellent organization that has achieved the high safety standard. September As a company that has always placed the key emphasis on well-being and career advancement of its staff which has resulted in the feeling of security, safety and staff’s continuous commitment to society, Robinson Department Store is again presented with the illustrious Excellent Labor Relation and Welfare Award 2009 from the Department of Labour Protection and Welfare for the 3rd year consecutively. November Robinson Department Store was presented with an honorary plaque from HRH Princess Soamsawali as an organisation that benefits the society by means of extending its fund-raising support for The Foundation for the Welfare of the Mentally Retarded of Thailand, under the Royal Patronage of Her Majesty the Queen. Mr. Charan Mongkolchan, the company’s independent director, was appointed by the company’s board of

The company’s board of committee approved the selling of repurchased shares by means of selling them in the Stock Exchange of Thailand (SET). The selling period of repurchased shares lasts from 23 November 2009 to 22 May 2012.

December On 12 December 2009, Robinson Department Store, Khonkaen branch was officially inaugurated, making it as the 23rd branch of its kind. With over 680-million-baht budget invested, it is considered the largest regional branch. Taking “Luxury & Hip” as its theme, the Khonkaen branch is aimed as the centre point for fashion in Thailand’s Northeastern region.

Annual Report 2009

History and Major Development

committees to become an independent director and member of the audit committees as per the company’s good corporate governance policy. As a result, there are a total of 4 members of audit committees and 11 directors in the board of committees.

Structure of the Company and its subsidiaries

Robinson Department Store Pcl. 99.91%

Robinson Anusawaree Co., Ltd.

99.99%

40.00%

Kruerkaew Co., Ltd.

Power Buy Co., Ltd.

99.86%

Robinson Nakarin Co., Ltd.

99.99% Kruerpetch Co., Ltd.

27.03%

29.19%

CRC Sport Co., Ltd.

99.98%

33.33% RST Sky Bridge Co., Ltd.

24.00%

Siam Retail Development Co., Ltd.

24.00%

Square Ritz Plaza Co., Ltd.

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% CR Rajchaburi (Thailand) Co., Ltd.

50.00%

CR Chiang Mai (Thailand) Co., Ltd.

89.99%

64.99%

CR Udornthani (Thailand) Co., Ltd.

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

CR Had Yai (Thailand) Co., Ltd.

CR Phuket (Thailand) Co., Ltd.

76.00% 76.00%

CR Ubon Ratchathani (Thailand) Co., Ltd.

74.99% 20

CR Chantaburi (Thailand) Co., Ltd.

Robinson Department Store Public Company Limited

49.99% 49.99%

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 3,201,000,000 CR (Thailand) Co., Ltd. 1) 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) 280,000,000 Co., Ltd. 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 2) 15,000,000 Kruerpetch Co., Ltd. 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 Remark : 1) 2)

Nature of Business Retail, including department stores in Bangkok and upcountry areas, under “Robinson” brand. Bangkok branches include: Ratchadaphisek, Sukhumvit, Bangrak, Bang Khae, Srinakarin, Fashion Island, Rangsit, Ladya, Rattanathibet Sriracha, Chonburi and KhonKaen 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 Hadyai Operating a department store in Udonthani Operating a department store in Ubon Rachathani Operating a department store in Chantaburi Operating a department store in Nakorn Sri Thammarat Operating a department store in Phuket Dormant company with a proceeding of business dissolution Dormant company Dormant company Dormant company Dormant company Dormant company with a proceeding of business dissolution 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

CR (Thailand) Co., Ltd. had an additional investments amounted to Baht 2,700 million; as a result, a total of paid-up capital in CR (Thailand) Co., Ltd. increased from Baht 501,000,000 to Baht 3,201,000,000 in August 2009. Kruerpetch Co., Ltd. regained a remaining subscription for its shares amounted to Baht 25 per share in order to complete its share price of Baht 100; as a result, a total of paid-up capital in Kruerpetch Co., Ltd. increased from Baht 11,250,000 to Baht 15,000,000 in October 2009. Annual Report 2009

Income Structure Type of Income/Company Net sales - Robinson Department Store Pcl. - Subsidiaries* Total net sales Rental and service Income Share of profits from investments accounted for using the equity method Other income Total income

2008 Million Baht 7,324 5,518 12,842 697

2007 % Million Baht

2006 % Million Baht

51.56 38.84 90.40 4.91

7,287 5,130 12,417 693

53.10 37.39 90.48 5.05

192 1.35 474 3.34 14,206 100.00

171 442 13,723

1.25 3.22 100.00

6,845 4,439 11,285 681

% 54.32 35.23 89.55 5.40

133 1.05 503 3.99 12,602 100.00

*Subsidiaries including CR Ratchaburi (Thailand) Co., Ltd. (Hold shares of 99.99%), CR Chiang Mai (Thailand) Co., Ltd. (Hold shares of 89.99%), CR Hadyai (Thailand) Co., Ltd. (Hold shares of 76.00%), CR Udonthani (Thailand) Co., Ltd. (Hold shares of 76.00%), CR Ubon Ratchathani (Thailand) Co., Ltd. (Hold shares of 74.99%), CR Chantaburi (Thailand) Co., Ltd. (Hold shares of 64.99%), CR Nakorn Sri Thammarat (Thailand) Co., Ltd. (Hold shares of 49.99%), CR Phuket (Thailand) Co., Ltd. (Hold shares of 49.99%)

Income Structure from Sales Categories of Products

Income (%) 2009 2008

2007

SOFTLINE HARDLINE OTHERS

85.46 14.11 0.43

85.54 14.10 0.36

Robinson Department Store Public Company Limited

85.89 13.75 0.35

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

Annual Report 2009

Structure of the Company and its subsidiaries

Business Goal

Nature of Business

Product type Currently, the Company operates the department Store business and has on offer two main lines of products as follows:

in order to suitably respond to children growth in every age bracket. Products of leading brands and highest quality are made available.

1. Soft Line Product Focusing on the fashion and trend, this type of product are of reputable brand names, good quality and diverse range of items. The fashion items, in particular, have a tendency to change rapidly and customers tend to purchase them following the current popularity of that time. Softline product can be categorized into: - Ladies’ Wear Comprising of ladies’ wear from various top national and international brands, as well as women’s lingerie from reputable and popular brand names. - Men’s Wear Comprising of men’s wear items such as clothes, shoes, bags, belts and men’s underwear. All popular national and international brands are gathered and available at store. - Cosmetics and Accessories Comprising of cosmetics, skincare products, jewelries and accessories, as well as ladies’ shoes and bags. The store has on offer leading and well-known brands from both local and overseas. - Children’s Wear Comprising of children’s wear, shoes and utensils which cover all ages from newborn to grown-up kids. Sizes have also been expanded

2. Hard Line Products Focusing on quality, function, model, and well as variety and modern style of product, this type of products are often chosen by customers with the main priority for modern style and its function. Hard line products include: - Home Decoration & Household Apparatus, Gifts and Toys: Comprising of, for example, towels, beddings, kitchenware, home decoration items, household apparatus, automobile tools and equipments, along with toys and gifts.

Robinson Department Store Public Company Limited

In addition, the Company has also developed its own product design, which is different from general products available on the market. Besides, the Company has selected new products with interesting feature and designs from both local and international markets in order to increase product variety and differentiate itself from competitors. Available only at Robinson (Only@Robinson), the management for this type of products can be divided into main categories as follows:

Nature of Business

1. Private Brand : These comprise products whose brands are developed by the Company itself in order to be presented throughout all stores. 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, the products can be divided into the following categories.

Kitchen and bedding

Fashion and ladies’ wear

Men’s wear

FOF Ohayo Pacific Union Snap True Blue Chee Vivienne Tasha Otoko Beyond Basic Pacific Life Ladies’ accessories Jeans Studio Taj AJ Ladies’ shoes Susy Q and bag Mebui FOF Children product Baragus Teeny Tiny Pumpkin Pie Beyond Basic Bon Bon Choo

Cuizimate Home Genius Ella Marushi Robinson*Home

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

Fashion and ladies’ wear

Ladies’ leather goods

Allure Centro Moda I.E Ermis Yin & Yang Esensual

Perllini Voir

Cosmetics David Jones

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.

Annual Report 2009

3. One Price ‘Just Buy’ : A variety of products which are sold at Baht 35 and Baht 55 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 In accordance with merchandising management policy, the Company has emphasized worthwhile product quality, when it placed in store, together with fashion, the current popularity, and diverse range of assortment, type, and model. These are also in meeting customer needs. As a result, the Company has purchased from over 2,000 suppliers both domestically and internationally in which firmly relationship for long. Of local purchases, the Company has emphasized on brand-name, modern style, and varied of variety and assortment subject to the need of each target customers. Of international purchases, the Company 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 any specific suppliers. Imported products are mainly from Singapore, China, Korea, Hong Kong, India, Japan and Australia. The main purpose of overseas purchases is to offer new varieties of products that are different from its competitors.

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 unit of Central Retail Corporation Co., Ltd., a specialist unit with high capability to develop effective supply chain system, together with the suppliers to manage the Company’s supply chain. In doing this, the system shall reduce suppliers overhead cost and be more response relevant to customer needs. In terms of payment conditions, the company has employed 2 systems in 2009 - a consignment basis of approximately 79% of cost of goods sold and credit base of 21%. Competitive Strategy In 2009, Robinson Department Store has readjusted its management system in working procedures, thinking methods and competitive strategies in the areas of merchandising management, marketing, services, store expansion and corporate social responsibility. Furthermore, the company has strengthened its management in key areas including adding more new products, providing a full array of leading brands while differentiating its products, implementing event marketing campaigns as well as continuously developing for service excellence. All of the aforementioned strategies have been operated as follow:

Merchandising Management In terms of merchandising management, the company strictly adheres to its core mission in having on offer The Company’s procurement of products is operated only quality products with stylish and fashionable from the head office. The merchandising line is design at reasonable prices. Aiming to respond to responsible for controlling in purchasing, price customers’ spending behavior which has now shifted negotiation, payment condition, and inventory towards more value-for-money products, three main management of each store to be at a appropriated factors that are taken into considerations in selecting level as set by the Company. A computerized system merchandises for distribution are quality, style and 26

Robinson Department Store Public Company Limited

Nature of Business

price. Besides, a full spectrum of both local and international popular brands is made available at the store to respond to diverse specifications of every customer group. In 2009, the Company has added new products over 350 brands of the updated trends into their lines, while ensuring that items from new collections are made available all year round so as to stimulate customers’ purchasing demand. Moreover, new brands for particular group of customers are also comprised at the store. In so doing, it serves as a means for the company to penetrate into new markets, in line with expanding its customer base towards teenagers and new generation with a passion for fashion and originality.

Thailand. In keeping with this, the company has also diversified its fashion items of other brand names to best meet the shifting market demand. Following on from the consistent growth of Only@Robinson products, the Company has targeted to increase their sale volume from 7% to 10% within the two years’ time. And by fully committed to developing this group of products to best respond to potential market opportunity at prime locations, it is considered one of the vital business strategies that helps increase the company’s sale volume and profits in both medium and long terms.

Event Marketing Despite consumers’ prudence in their spending as a result from the current economic situation, the Moreover, following on from an aftermath of Company managed to attract customers by focusing uncompromising economic background last year, on up-scale marketing events and expanding them various manufacturers have given pause to towards potential stores nationwide. Aiming to offer manufacturing new products. Therefore, it is enjoyable and exciting shopping experience for considered a good opportunity for the company to customers, these marketing events included, for expand its Only@Robinson product line. The company instance, Jeans Expo which brought together the has continuously developed its Only@Robinson latest collections of over 30 top jeans brands for teen product line which includes Private Brand, Exclusive fashionistas, Beauty World which comprised local and Brand and Exclusive Model. Thanks to its outstanding international popular cosmetics brands for discerning fashion design, these products not only have beauty enthusiasts, Toy Fun Festival which was succeeded in distinguishing themselves from their targeted at families and the Ultimate Watch Fair which competitors, but can also fulfill every customized presented a comprehensive range of international top demand. Last year, Only@Robinson products are watch brands for customers who adore modern made available at every store nationwide, while their luxury and unique style. Unquestionably, this string of counters were relocated to a better display position. fanciful marketing events efficiently helps stimulate As a result, these brands have become more customers’ purchasing demand and thereby, is a well-known among shoppers. The year 2009, the testament to the company’s leadership in each Company also increased assortments and varieties of category. Cuizimate brand - the leading-edge kitchen - into its In terms of Customer Relationship Management, the product line. What’s more, the cosmetics category Company has continuously expanded its customer has now on offer David Jones - the reputable skincare base by means of making a thorough study and product from Australia - which Robinson Department research on customers’ purchasing behavior from Store is currently the only authorized distributor in Annual Report 2009

The 1 Card customer database so as to better understand diverse demands among each group of customers and individual. In doing so, the company is able to understand their purchasing incentives and, hence, can address suitable promotion campaigns as per their specifications. So far, the marketing campaigns introduced have succeeded in stimulating the purchase demands and even led to re-purchase among customers. Last year, the company is able to stimulate customer’s spending via The 1 Card by over 70% of total sales. Furthermore, the Company also aims to create effective brand awareness among customers as a desirable department store for trendy fashion and lifestyle where differentiated products and services are also available. Therefore, strategic branding campaigns have been continuously executed via communication with customers, PR & marketing campaigns as well as promotion campaigns through a number of potential media channels. In 2009, the Company launched an advertisement spot on television and continually broadcasted “What’s Happening” program on True Vision cable TV which enabled the latest updates to be disseminated among general public in a more convenient and quicker manner. Besides, thanks to a series of PR campaigns broadcast on Robinson Live Channel which is installed throughout every outlet, coupled with useful information from The 1 Card customer database, the Company was able to launch marketing campaigns via SMS channel which allowed news to directly reach its target groups. What’s more, these advertisement and promotion campaigns were also promoted through other efficient channels such as leading magazines, newspapers as well as billboards. Service Excellence Committed to offering excellent service, the Company has continually and rigorously developed its staff’s 28

Robinson Department Store Public Company Limited

potentials. In doing so, customers can not only enjoy warm hospitality of staff, but also their skills and thorough knowledge in products which thereby, will ultimately lead to a good impression in impeccable service standard. Moreover, the company has also cultivated the service-minded competency among its staff through Robinson Fantasia program which encouraged staffs to compete with each other in offering service excellence for customers. With service assessment categorized as per staff’s quality group, the result is taken for further use in improving staff service. Currently, the Robinson Fantasia program enjoys a satisfactory result and, therefore, can clearly indicate the staff’s high competency in offering the service excellence for esteemed customers. In addition to highly-competent staff, the Company has always developed and upgraded its service and thereby, the Value-added Service is adopted. Exclusively available at Robinson Department Store, the service is aimed at promoting a good relations and brand loyalty among customers. Having been warmly received by all customers, the Value Added Service includes the Bra Advisor service which enables customers to appropriately use the product through a proper bra measurement, the Free Make Up service which provides tips on the latest make-up trend and make-up service for all occasions, along with the Stylish Consultant service for men’s wear customers. Besides, in order to facilitate shoppers to the utmost, the One Stop Service is recently included. With only one shopping card, customers can simply shop in the department store without having to carry many shopping bags. With this card, moreover, they can make a payment at one point, while an exclusive service to make sure customers receive all benefits in accordance with promotion campaigns organized at certain periods of time is available. Last but not least, the maximum conveniences and exclusivity have also been upgraded for VIP customers ranging from VIP

Nature of Business

Lounge, VIP Parking to VIP Delivery services, just to name but few. Apart from consolidating its management in the three aforementioned areas, the company has enjoyed a resounding success in areas including,่ Store Expansion The Company is determined to expand more branches and targeted to launch 2-3 new branches every year in order to cover strategic areas with high market potentials. In 2009, there was an inauguration of two new branches in Chonburi and Khonkaen provinces in May and December respectively. Both exceptional constructed to extol a virtue of a modern lifestyle department store, coupled with well-planned product display that enhances an atmosphere of fun and enjoyment of shopping - the characteristics that best reflect a true image of Robinson Department Store, the two new stores are warmly welcomed by customers and hence able to achieve sale volume as per set target.

women’s wear, as well as home appliances. After the full completion of renovation in mid 2009, the branch has by far enjoyed an immense success in terms of a rise in sales volume. Had Yai and Ratchaburi stores, meanwhile, not only have undergone a revamp in order to enhance their selling potential, but the company has also focused on maximizing space productivity by managing every department and every section - both areas for sales and for rent - in order to generate the highest revenues possible for the Company. Currently, the company is operated on over 260,000sq.m. net areas nationwide. With a total of 22 branches - 9 in Bangkok and 13 in regional areas, Robinson Department Store is indeed Thailand’s only department store that boasts the highest number of branches covering prime locations across the Kingdom of Thailand.

Sustainable Corporate Social Responsibility Having always placed the primary concern for society and environment, the Company has continuously In order to offer the pleasant environment of shopping, cultivated awareness in related issues, while providing the Company has continuously developed and opportunity for staff and customers to jointly participate emphasized its image as a stylishly fashionable in a number of worthwhile activities for social department store. To achieve this, potential existing contributions and environmental preservation. Some stores have undergone a revamp, both interior and of these activities include an active campaign against exterior, while standard of facilities provided has been the use of plastic bag and to use, instead, bags and improved accordingly. For example, the store’s gift wrapping paper made of recycle paper, as well as walkways have been widened for utmost shoppers’ a campaign promoting a proper means of discarding conveniences, while products are now placed in an old mobile phone batteries which can effectively eye-catching display position. Besides, relax zones, prevent toxic substances from harming our loving service zones, clean restrooms and exclusive parking environment. Apart from that, other activities included areas for regular customers have been embraced and an integration of state-of-the-art E-Commerce system always ensured. Last year, the Company made a into the company’s operation, the installation of 200-million-baht investment to renovate its three electricity-saving apparatus, in line with an enthusiastic stores. The first one is Fashion Island store where a campaign for energy saving. As a result, the Company major refurbishment was made on every floor and was able to save up to 2.4 million units of electricity, every department including cosmetics, men and comparing to the previous annum. Annual Report 2009

Robinson Department Store’s strong commitment for social responsibility is clearly demonstrated through a string of annual worthwhile projects ranging from the support for the National Blood Center, Thai Red Cross Society, by means of launching PR campaigns and hosting convenient venues for blood donation, to its financial aid in supporting various education campaigns and the restoration of significant religious venues. The year 2009 also saw Robinson Department Store’s campaign in raising awareness among the general public to take a better care of their health. In partnership with its trade alliances, Robinson Department Store host the World Pink Run Fun 2009 - the walk-run charitable campaign in raising fund for breast cancer patients. Besides, the company also took part in the fund-raising campaign for The Foundation for the Welfare of the Mentally Retarded of Thailand, under the Royal Patronage of Her Majesty the Queen to alleviate the plight of people with mental deficiency and to help their families lead a better living. Target Customers The Company’s major target groups include modern families and young professionals between the ages of 25-45 who have medium to high purchase power, have modern lifestyles, love to spend on popular fashion products and focus on quality of products at reasonable prices. In addition, customers who fall into groups such as teenagers, students, and young professionals are those who demand fashion products with affordable price. Moreover, there are also customers, who are tourists such as Middle East customers, Asia customers, which are Chinese, Taiwanese, Korean and Vietnamese, etc, European tourists and foreigners who work in Thailand. The Company provides products matching to each group of customer at branches that are located in such group’s areas or that are in close proximity with overseas residents including 30

Robinson Department Store Public Company Limited

Ratchadapisek, Sukhumvit, Bangrak, Phuket, Chiang Mai, Had Yai Sriracha and Chonburi. Besides, 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 2009, the company was able to attain a total number of 1,000,000 The 1 Card members who came to shop at Robinson Department Store, a rise from the previous year by 180,000. Meanwhile, Robinson Visa Card members in 2009 were totaled at 85,700 - an increase from the previous annum by 2,277.

Nature of Business

Risk Factors

Seriously placing a great significance on the risk management, in 2008 the Company’s Board of Directors appointed a risk management working team with the objectives to closely monitor and analyze chances of risk, together with enhancing the efficiency of its risk management system so as to create long-term values for shareholders. The risk management working team compiled and analyzed various risk factors having an effect upon the Company which were categorized, in sum, into 5 sections as follow:

competitive circumstance, the Company focused on capacity building on competition by increasingly stressing on the product differentiation together with the value-added service and matching with the need of each group and each customer. At the same time, the Company emphasized on the increase of effectiveness in promotion strategies. There were more marketing activities in every potential store in Bangkok and provincial so as to promote marketing in the area and to be memorable as well as deeply analyzing consumer’s behavior in spending so as to introduce promotion campaign better matching each 1. Strategic group. Apart from increasing sales, it also built good image and customer loyalty to Robinson Department Ability to respond to economic fluctuation Store. Moreover, regarding operation systems, the and competition Company had on hand the highly-efficient operational Since Thailand’s economic condition in 2009 had an management system which included the Logistic and impact from the global economic crisis, political Supply Chain merchandise management system that turmoil in April, and H1N1 pandemic including the helped lessen some purchasing and transportation decreasing number of tourists compared to the year procedures. Furthermore, the Company had also 2008, all of these gave direct negative effect to the integrated a top-of-the-range computer system in its atmosphere for the consumer’s expenditure. As a inventory management to minimize risks of obsolete result, the demand to purchase product decreased stocks, while being able to quickly and appropriately and the consumption shrank continuously. However, respond to the point of sales operation. Besides, the the economy had shown the sign of recovery in the Company is always ensured the efficiency of its front end of the year; it led to an increase of the consumer’s office operating system, while the cutting-edge, spending. With regard to the risk management in such follow-up system on marketing plans and on customer economic fluctuation, being equipped with the system, behavior. the Company is enabled to consistently keep up with economic, politic and market situations and hence can well adjust its business plan in order achieve its 2. Operation goal. The Obsolete Stocks In 2009, department store business has been The Company operates the department store continuously intense in competition. Each operator business with emphasis on continually providing has implemented marketing strategies such as fashionable products as well as modern products. marketing campaigns, promotion campaigns and Hence, when consumers’ trend has changed, the discounts as important tools to stimulate sales and to Company’s products have become obsolete and maintain existing customers. Responding to this Annual Report 2009

cannot be sold. However, the Company has employed efficient supply chain management system, while conducting ongoing stock monitoring for up-to-date inventory manageme nt. In addition, the Company has set an accounting policy that included provision for impairment of inventories in the credit stock category which accounted for 21% of product costs. Moreover, most of the Company’s products or approximately 79% 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 material effect on the Company’s operation.

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 2 to 30 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 The dependency of purchasing from suppliers occur. However, the Company has cooperated and The Company diversified its purchases from more followed up the building maintenance service provided than 2,000 suppliers in order to increase variety and by the management of the shopping complex on a differentiation of products in compliance with the regular basis to ensure that the shopping complex Company’s strategy, which also included reducing buildings were safe and suitable for the Company’s dependency on large purchases from a single, specific business operation. supplier. However, the Company still has products that accounted for a total of 13.90% of sales in 2009, which Accidental damages and natural disasters were obtained from a major supplier whose products and brand name is very popular among many Risk associated with accidental damages and natural customers. The Company also acts as a major partner disasters such as fire, flood, etc. may cause damage in distributing products for such suppliers in both to property and staff of the Company and disruption Bangkok and provincial. Moreover, there has also to the department store operation. However, the been cooperation on the organization of marketing Company undertook insurance for damage of promotional activities on a regular basis, as well as properties owned by the Company and properties product management and supply chain management under the Company’s supervision as well as insurance which covered losses to the third party. in order to provide sufficient products and decrease policy In addition, insurance for losses of income caused by the exceeding amounts of product. business interruption was undertaken in case of temporary operation disruption of any of Robinson’s The dependency of leasehold for land and building stores. The Company owns land and buildings for 2 of its branches and has rental contracts, sublease contracts, With regard to, risk from pandemic in one period which impact the department store business, the and leasehold rights on land and buildings from may Company closely followed the circumstance and existing owners for the remaining 20 of its department strictly carried out the measure of the Ministry of store branches. The said lease contracts are a result Public Health on protection the pandemic such as of the necessity to select high potential areas for keeping every area, inside and outside, of the operating department store business. Such land and/ department store, in particular in the important spots or buildings are not normally sold by their owners. where having a lot of customers, and the airThey are instead leased out. In some cases, the cost conditioning system in the buildings clean. 32

Robinson Department Store Public Company Limited

Risk Factors

3. Finance Financial liquidity With regard to the financial liquidity as of 31 December 2009, the Company had current assets of Baht 4,029 million and current liabilities of Baht 3,752 million, representing a current ratio of 1.07 times. Also, the Company had no financial debt. The Company’s current liabilities are mostly trade accounts payable, which is a general feature of the retail business in the category of department store, and more than 79% 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. The average selling period is shorter than the average payment period. Therefore, the existing amount of current liabilities has not created any effect on the Company’s normal liquidity.

the Company’s regulation on “the disclosure of confidential information” as well as stressing to employees the importance of correct and suitable usage of system; hence, the management and information storage system can work most effectively and continuously.

5. Compliance

Mainly focusing on the Company’s compliance with relevant laws, rules and regulations, the risk management working team prescribed performance policy on each aspect which may be related to laws or regulations as follows: 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, Furthermore, regarding financing for preparation for the Company has always stressed that products branch expanding investment plan including continuous distributed in the store must already have attained an investment in existing branch renovation every year, authorization. Currently, the Company embraces an the Company always does a cashflow projection in the authorization inspection process as one of its future and strictly disciplines in investment payment purchasing procedures and also closely follows up the including making relationship and building confidence product purchase process with its traders. Not only to financial institutes. Although, in 2009, many financial having designated a division to be responsible for an institutes were more careful in credit approval after the intellectual property, but the Company also strongly 2008 global economic crisis, the Company was able emphasizes among related departments to place a to invest in the project as specified in the objective great emphasis on this area of risk factor so as to ensure that every product from traders strictly adhere from the projected cashflow. to legal requirements.

4. Information Technology Safety in information storage, access to information and working system Safety in information storage is the one the Company always gives priority to in particular the important information of the Company as well as trade secret information of each partner and customer of the Company. At present, the Company has the highly safe and reliable information storage system and the back-up system. In addition, the Company utilizes a computerized system to limit access of information by any particular level of authority together with prescribing

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 Annual Report 2009

prices, in consistent with offering excellent services for their utmost satisfaction. Apart from its highlyefficient 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 productâ&#x20AC;&#x2122;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 Companyâ&#x20AC;&#x2122;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 Companyâ&#x20AC;&#x2122;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. 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

Robinson Department Store Public Company Limited

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.

Risk Factors

Shareholders and Dividend Policy

Company’s Securities The Company’s capital structure, as of 31 December 2009 was as follows:

Common Shares

Registered capital Paid-up capital Total number of shares Par value Total number of share repurchased Share price as at 30 December 2009

3,942,847,022.15 3,942,847,022.15 1,110,661,133 3.55 6,765,000 10.40

Baht Baht shares Baht shares Baht

Shareholders Top 10 shareholder list as of 30 December 2009

No.

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Shareholder’s Name

CENTRAL RETIAL CORPORATION LTD. C.R.G. SERVICE CO., LTD. GOLDMAN SACHS & CO ASIA INVESTMENT INTERNATIONAL LIMITED HSBC (SINGAPORE) NOMINEES PTE LTD CREDIT SUISSE SINGAPORE BRANCH MR. SUDHILAK CHIRATHIVAT MS. THAPIDA NORRAPANLOP CHASE NOMINEES LIMITED 42 THAI NVDR CO., LTD

No. of Shares

308,162,660 289,645,488 97,945,230 60,900,000 52,698,870 51,992,765 40,386,752 32,818,044 26,037,400 24,122,910

27.75 26.08 8.82 5.48 4.74 4.68 3.64 2.95 2.34 2.17

The Company’s ultimate shareholder, a group of major shareholders, by circumstances, having significant influence over the policy making or operation of the Company, is Central Retail Group (Chirathivat Family), which comprises of Central Retail Corporation Co., Ltd. and C.R.G Service Co., Ltd. and persons in Chirathivat family. They jointly hold the Company’s shares in aggregate of 58% approximately. Annual Report 2009

Foreign limit in shareholding The Company has set a foreign limit of 49% of the paid-up capital. As of 31 December 2009, foreign investors altogether held 32.52% of the total of paid-up capital Shareholders Type

No. of shares

(%)

Thai Shareholders 749,455,084 Foreign Shareholders 361,206,049 Total number of shares 1,110,661,133

67.48 32.52 100.00

Dividend Policy The Company’s dividend payout policy is at the rate of approximately 40% of profit arising from ordinary business (after corporate income tax). The Company’s dividend payment in the past is as follows: Dividend Year Net profit per share (Million Baht) (Baht)

Dividend payout ratios (%)

2006 719 0.32 49% 2007 864 0.40 51% 2008 1,020 0.40 43% 2009 1,013 0.42 46% According to the meeting of the Company’s Board of Directors No. 1/2010 held on 25 February 2010, the meeting passed the resolution of dividend payment to shareholders at the rate of Baht 0.42 per share or payout ratio at 46% (higher than dividend payout policy). The resolution will be proposed to the 2010 Annual General Meeting of Shareholders on 22 April 2010 to consider the approval of dividend payment.

Robinson Department Store Public Company Limited

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.

On 22 May 2009 (the last day of repurchase period), the Company could repurchase the Company’s shares in the total amount of 6,765,000 shares, or 0.61% of the total of paid-up capital. On 5 November 2009, the Board of Directors had passed the resolution to approve the resale of repurchased share on the Stock Exchange of Thailand with the pricing principle as not less than 85% of the average closing price of five trading days prior to the date on which the repurchased shares will be resold. The period for resale of share is from 23 November 2009 to 22 May 2012. In addition, as of 31 December 2009, the Company fully allotted retained earnings as treasury share reserve in the same amount as the amount paid for share repurchase.

Shareholders and Dividend Policy

Management Organization Chart

Audit Committee

Nomination & Remuneration Committee

Board of Executive Directors

Internal Audit Team

Merchandising

Management

Board of Directors

Risk Management Working Team

Corporate Governance Working Team

Finance

Business Analysis and Development

President

Operation

Marketing

Senior Vice President

Vice President

Annual Report 2009

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 of each director as follows:

Board of Directors The Board of Directors has a duty to perform the Company’s business in compliance with laws, objectives, Article of Association of the Company and the resolutions of the shareholder’s meetings together with the compliance with the rules and regulations of the Stock

No.

Name of the directors

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

Mr. Sudhisak Mr. Sudhitham Mr. Somchai Mr. Phibul Mr. Vithaya Mr. Charan Mr. Prin Mr. Tos Mr. Piya Mr. Pandit Mr. Preecha

Exchange of Thailand and the Securities Exchange Commission. The Board also adheres to the business conduct and takes the interest of all sides into consideration as well as provides credible accounting system, financial reports and audit. In performing duties, the Board of Directors may assign a director or many directors or any person to perform any act on behalf of the Board of Directors under the control of the Board of Directors or authorize such person to have the power as the Board of Directors deems appropriate and within the period as the Board of Directors deems appropriate. As of 31 December 2009, the Company’s board of directors comprises of 11 directors i.e.;

Position

Chirathivat Chairman of the Board of Directors Chirathivat Vice Chairman of the Board of Directors Apiwattanaporn Independent Director Phatharodom Independent Director Chavananand Independent Director Mongkolchan Independent Director Chirathivat Director Chirathivat Director Nguiakaramahawongse Director Mongkolkul Director Ekkunagul Director and President

Remark The directors nos. 1-2 and 7-10 are the director representing the shareholders. In addition, the Company’s board of directors comprises of only one director who is an executive, that is, Mr. Preecha Ekkunagul.

Authorized directors for the Company signage are Mr. Sudhisak Chirathivat, or Mr. Sudhitham Chirathivat, or

Robinson Department Store Public Company Limited

Management

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. Mr. Parivat Sopasit, Vice President-Finance, is the Company secretary.

Scope of Duties and Responsibilities 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 in vestment. 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 include 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. 7. To consider, approve, or give their consent on transactions concerning important issues, the ac quisition 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.

Qualification of Independent Director The Company’s independent directors are fully qualified and independent. Such qualifications are in accordance with the criteria of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), that is: 1. holding shares not exceeding 1 per cent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, including the shares held by related persons; 2. neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than 2 years prior to the date of appointment; 3. not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, of executives, major shareholders, con trolling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary; 4. not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgment, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the date of appointment; The term ‘business relationship’ aforementioned under the first paragraph includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services, grant or receipt of financial assistance through receiving or extending loans, guarantee, providing Annual Report 2009

assets as collateral, including any other similar a ction, which results in the company or its counterparty being subject indebtedness payable to the other party in the amount of 3 percent or more of the net tangible assets of the company or 20 million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of Capital Market Supervisory Board concerning Rules on Connected Transactions mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of 1 year prior to the date on which the business relationship with the person commences. 5. neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-indepen dent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the date of appointment; 6. neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding 2 million Baht from the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-indepen dent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than 2 years prior to the date of appointment; 7. not being a director who has been appointed as a representative of the company’s director, major shareholder or shareholders who are related to the company’s major shareholder; 8. not having any characteristics which make him incapable of expressing independent opinions with regard to the company’s business affairs.

Robinson Department Store Public Company Limited

The independent director may be authorized by the Board of Directors to make a decision on business execution of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest, providing that such decision is made as a collective decision. At present, the Company has 4 independent directors in the number according to the corporate governance policy which is the board of directors of the company shall consist of at least one-third of the total directors (11 persons).

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 as well as with the Securities and Exchange Act.

Scope of Duties and Responsibilities of the Company Secretary 1. Prepare and keep documents: - a register of directors; - annual report of the company; - a notice calling director meeting and a minute of meeting of the board of directors - a notice calling shareholders meeting and a minute of shareholders’ meeting; 2. Keep a report on interest filed by a director or an executive; 3. Submit a copy of report on interest of a director and of executive or of related persons to the Chairman and the Chairman of audit committee within 7 business days from the date on which the company has received such report; 4. Arrange the meeting of the board of directors and the shareholders meeting to be in compliance with relevant regulations, rules and laws; 5. Monitor, examine and suggest the performance of the company and of the board of directors to

Management

be in compliance with the Memorandum of Association, the Article of Association, the Securities and Exchange Act, the Public Company Limited Act and other relevant laws including disclosure of information and information report of the responsible part to the regulatory body; 6. Be a center of communication between directors, executives and shareholders; 7. Coordinate and follow the performance under the resolution of the directors and of the shareholders; 8. Perform any other duties prescribed by the Capital Market Supervisory Board or assigned by the Company’s board of directors

Scope of Duties and Responsibilities of the Audit Committee

1. Review the Company’s financial reporting process to ensure accuracy and disclosure adequately; 2. Ensure that the Company has an appropriate and efficient 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 to the board of directors and participate in the Audit Committee meeting with the auditor at least once a year with The audit committee, appointed by the board of out the management; directors, comprises of various expertise which is 5. Consider connected transactions or transactions independent director and their qualifications comply which may cause a conflict of interests to be with the requirement of SET and SEC (comprising of complied with the laws and regulations of the Stock Exchange; at least 3 independent directors). 6. Approve the Company’s regulation on internal Besides, the Board of the Directors Meeting No. audit before submission for the approval of the 4/2009 on 5 November 2009 resolved to appoint board of directors; Mr. Charan Mongkolchan as the audit committee. As 7. Approve the internal audit plan; of 31 December 2009, there were 4 audit committees 8. Consider and review the independence and as follows: report the performance of the internal audit 1. Mr. Somchai Apiiwattanapron together with approving on appointment, moving Chairman of the Audit Committee and termination of the head of the internal audit or any other body responsible for internal audit; 2. Mr. Phibul Phatharodom 9. Prepare report of the audit committee and Audit Committee disclose in the annual report of the company 3. Mr. Vithaya Chavananand which is signed by the chairman of the audit Audit Committee committee; 4. Mr. Charan Mongkolchan 10. Review the company to have the standardized Audit Committee systematic and effective risk management Mr.Somchai Apiwattanaporn is the audit committee process; who has adequate expertise and experience to review 11. Cooperate with the Risk Management Working creditability of the financial reports. Team and the management to consider and opine The secretary of audit committee is Ms. Jantana in the report of the result and progress of the risk Sriviriyalertkul, Head of internal audit team. management of the company; Term of office a term of 3 years for the chairman of 12. Review and revise the charter of the audit committee to keep it up to date and suitable to the audit committee and audit committee. the company’s circumstance at least once a year; 13. Perform any other duties assigned by the Company’s board of directors Annual Report 2009

Responsibilities of the Audit Committee

Nomination and Remuneration Committee

The audit committee is responsible to the Board of Directors under the duties and responsibilities assigned by the Board of Directors while responsibilities in every activities of the Company to the third party are still be of the whole Board of Directors.

As of 31 December 2009, the Company’s Nomination and Remuneration Committee which appointed by board of directors comprises of 4 directors; 1. Mr. Somchai Apiwattanaporn Chairman 2. Mr. Vithaya Chavananand Committee 3. Mr. Sudhitham Chirathivat Committee 4. Mr. Tos Chirathivat Consultant of the committee

Board of Executive Directors As of 31 December 2009, the Company’s board of executive directors which appointed by board of directors comprises of 5 directors i.e.; 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

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 qualification of the candidate for submission Scope of Duties and Responsibilities of the Board the for the Board’s consideration and/or further to of Executive Directors shareholders’ meetings for approval. 1. Assign power of attorney to the president to act 2. Propose a qualified candidate on the selection on behalf of the Company and set the scope of and recruitment of the director whose tenure have responsibilities for the president to operate ended or unoccupied position for submission for the Board’s approval, including for new resident day-to-day business. 2. Consider and submit relevant policies, business who shall be appointed. plan, and annual budget as proposed by the Compensation management before submission to the Company’s 1. Define a form of compensation for directors and board of directors for approval. 3. Approve an investment of assets at a credit sub-committee for submission to the Board and limit up to Baht 200 million per investment. further to shareholders’ meetings for approval. The board of executive directors should prepare 2. Define the method and practice of appropriate a quarterly report on details of investments for the compensation both monetary and non-monetary compensation for submission to the Board and Company’s board of directors. 4. Trade and transfer the Company’s fixed assets further to shareholders’ meetings for approval. with the amount up to Baht 100 million per item. 5. Consider and approve transactions related to Risk Management Working Team banks and financial institutions. This is regarded as an ordinary trading business operation of the As of 31 December 2009, the Company’s Risk Management Working Team which appointed by Company. 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 42

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 and the secretary of the Risk Management Working Team is Ms. Vassana Samngamnoi. Besides, the Board of Directors Meeting No. 1/2010 on 26 February 2010 resolved to raise the Risk Management Working Team to be “the Risk Management Committee”

1. 2. 3. 4.

Mr. Phibul Phatharodom Chairman Mr. Piya Nguiakaramahawongse Working Team Mr. Pandit Mongkolkul* Working Team Mr. Parivat Sopasit Working Team

Remark : *The Board of Director Meeting No. 1/2009 resolved one position in the Good Corporate Governance Working Team i.e. Mr. Pandit Mongkolkul on 19 February 2009.

Besides, the Board of Director Meeting No. 1/2010 on 26 February 2010 resolved to raise the Good Corporate Scope of Duties and Responsibilities of Governance Working Team to be “the Good Corporate the Risk Management Working Team Governance Committee” and appointed Mr.Pandit 1. Make suggestions and give support to the Board Mongkolkul as the consultant of the Good Corporate in formulating the risk management policy and Governance Committee. defining acceptable risk levels. 2. Define the framework of the Company’s risk Scope of Duties and Responsibilities of management in line with the risk management the Good Corporate Governance Working Team policy, and follow up on its implementation as 1. Define the policy and review an adequacy and well as reviewing the effectiveness of the appropriation of the Company Good Corporate framework. Governance Policy, including practices of good 3. Table a broad view for the Board’s consideration corporate governance, code of conduct and of business risks and its management method, Corporate Social Responsibility. and follow up on results. 2. Quarterly meet up to follow up ongoing the 4. Review risk management reports, ensure adequate Company’s good corporate governance plan as and suitable risk management to acceptable well as the practicing of the good corporate levels, and ensure continued implementation of governance policy of directors, management and risk management. to assure that the Company full 5. Regularly coordinate with the Audit Committee by employees, comply with the of the good corporate sharing information about risks and internal governance andprinciple operate business with control potentially affecting the Company’s efficiency, transparency and beitsable to examine. business. 3. Conduct self-assessment pertaining to the principle 6. Decide and provide recommendations on critical of the good corporate governance and submit the issues which learn from the risk management findings to the Board for consideration, approval, process. or comments. 7. Support a Company culture for adequate risk management and internal control.

Executive Officers

Good Corporate Governance Working Team As of 31 December 2009, he Company’s executive As of 31 December 2009, the Company’s Good Corporate Governance Working Team which appointed by board of directors comprises of;

officers comprise of 8 persons as follows;

1. Mr. Preecha Ekkunagul 2. Mr. Gerard McGurk

President Senior Vice PresidentMerchandising Annual Report 2009

3. Mr. Parivat Sopasit Vice President Finance 4. Mr. Clive Frederick Coombes Vice President Merchandising Differentiation 5. Mrs. 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 Remark : Mr. Clive Frederick Coombes’s position as Vice President-Merchandising Differentiation has been effective since 1 October 2009. Moreover, there was new executive officer, Mrs. Manida Rachvangmuang Senior Vice President Operations, who was in the office in a particular period in 2009

Scope of Duties and Responsibilities of the President 1. 2. 3. 4.

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. Manage the business according to the Company’s policies and business plan as assigned by the Company’s board of directors. 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. To consider and approve the Company’s engagement in rental or service of any movable properties which are considered as normal business operations.

Robinson Department Store Public Company Limited

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.

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. In addition, 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 shareholders who wish to propose the director nominee must possess the following qualifications. 1. Being the shareholder of the Company which can be either one shareholder or combined shareholders. 2. Holding minimum shares not less than 100,000 shares. 3. Having continuously held those shares in the amount prescribed in the above section for not less than 1 year and by the date the shareholder proposes the director nominee.

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. Monetary Remuneration Board of Directors The Meeting of the Shareholders No. 1/2009 approved the remuneration for the entire board for the year 2009 in the total amount 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 the Meeting of the Shareholders No. 1/2008. Further, the Annual General Meeting of the Shareholders resolved to raise the remuneration for the chairman of the audit committee to be equivalent to the industry average which is suitable to the responsible duties and the performance of the Company. With regard to the monetary remuneration for directors comprises of 2 types of remuneration, quarterly fee and meeting fee, as follows;

Annual Report 2009

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

70,000* 55,000 65,000 45,000

* Adjust from Baht/Quarter 65,000 to Baht/Quarter 70,000 on 23 April 2009 2. Meeting Fee Meeting Fee (Baht/Meeting) Board Type Director Type Board of Directors Independent Directors / Expert Director / Directors 20,000 Audit Committee Chairman of the Audit Committee 35,000* Audit Committee 20,000 Board of Executive Directors Chairman of the Board of Executive Directors/ Non-Executive Directors 15,000 Board of Directors and Independent Directors / Non-Executive Directors / Specific Working Team Non-Executive Directors who are appointed as consultant 20,000 * Adjust from Baht/Meeting 30,000 to Baht/Meeting 35,000 on 23 April 2009 In 2009, the total monetary remuneration of the 11 directors was in the net total amount of Baht 4,260,000.00.

Robinson Department Store Public Company Limited

Management

Details of the remuneration received by the director individually in the year 2009 shown in the following table

Meeting fee

Good Risk Nomination Corporate Manage Board of and Remu- Governance ment Board of Executive Audit neration Working Working Directorâ&#x20AC;&#x2122;s name Quarterly fee Directors Directors Committee Committee Team Team

1. Mr. Sudhisak Chirathivat 260,000 100,000 75,000 2. Mr. Sudhitham Chirathivat 180,000 100,000 75,000 3. Mr. Prin Chirathivat 180,000 100,000 75,000 4. Mr. Tos Chirathivat 180,000 60,000 60,000 5. Mr. Preecha Ekkunagul - 100,000 - 6. Mr. Piya Nguiakaramahawongse 180,000 100,000 7. Mr. Pandit Mongkolkul(1) 180,000 100,000 8. Mr. Somchai Apiwattanapron 280,000 100,000 9. Mr. Phibul Phatharodom 220,000 100,000 10. Mr. Vithaya Chavananand 220,000 100,000 11. Mr. Charan Mongkolchan (2) 220,000 100,000 Total 2,100,000 1,060,000 285,000

- - - - - - - 175,000 100,000 100,000 - 375,000

Total

- - - 435,000 60,000 - - 415,000 - - - 355,000 60,000 - - 360,000 - - - 100,000 - - 20,000 300,000 - - - 280,000 60,000 - - 615,000 - - 20,000 440,000 60,000 80,000 - 560,000 - 80,000 - 400,000 240,000 160,000 40,000 4,260,000

Remark : *Appointment of the sub-committee during the year 1). The Meeting of the Board of Director No. 1/2009 resolved to appoint 1 position in the Good Corporate Governance Working Team which was Mr. Pandit Mongkolkul on 19 February 2009 2). The Meeting of the Board of Director No. 4/2009 resolved to appoint 1 position in the Audit Committee which was Mr. Charan Mongkolchan on 5 November 2009

Management The management consists of executive officers taking the positions of president, senior vice president, and vice president in the total number of 10 persons. Monetary remuneration for executives in 2009 comprises of monthly salary, bonus, and other remuneration (car allowance) in the total amount of Bath 48,377,177 and the contribution to the Provident Fund and the Social Security Fund in the total amount of Baht 929,476.75. Total Remuneration of the management Remuneration of the management Monetary Remuneration Non-Monetary Remuneration Remark

Total Remuneration (Baht/year) 2009 2008 49,306,654 None

48,506,981 None

*Remuneration in the year 2009 included remuneration for 2 resigning executives, namely Mrs. Narttaya Chirathivat (effectively resigned on 1 July 2009) and Mrs. Manida Rachvangmuang (effectively resigned on 1 January 2010) and there was new executive in the year 2009, Mr. Clive Frederick Coombes (effective on 1 October 2009)

Annual Report 2009

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.

Internal Control

The company realizes the importance of internal control system as a factor for effective business performance; hence, the Company obtains an internal control system which is sufficient, appropriate, and effective from clearly setting the organization structure and the goal of business operation. It sets the vision, mission, strategy and budget planning; therefore, the performance is in accordance with and achieves the goal. Also, it defines the scope of authority in various tasks such as approved financial amount, working process including powers, duties and responsibilities of executives in every level as well as employees in every department in literature. In addition it separates duties which may cause corruption. In case of transactions which may cause conflict of interest with persons connecting to the Company, such transaction shall pass the approval process under the Company’s authorization and the consideration of the Audit Committee so as to ensure that the Company complies with laws and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. Accordingly, the operating system of the Company is accurate, transparent, verifiable and able to protect the damage which may arise. Moreover, the Company prescribes clear and appropriate chain of command and a written role of duties and responsibilities In the case where the company hires outside contractors of employees; thus, employees acknowledge their to perform particular tasks the company requests that role, duties and responsibilities. It also uses the Key a contract should be made in terms of protection of Performance Indicators: KPIs as a guideline prescribing confidential information which may be disclosed due working direction and an annual assessment of the to the nature of the task performed. The hired party performance of executives and employees. 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.

Robinson Department Store Public Company Limited

Management

With regard to the risk management, the Company well realizes its importance; hence, the Board of Directors 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. It also jointly determined the risk management plan and way to prevent and reduce such risks. In addition, the risk management working team also reports the progress of the operation under the risk management plan to the Audit Committee every quarter as well as reviews and revises the operation plan to be suitable to the changing situation and submits to the Board of Directors for further consideration. Moreover, the Company follows the outcome from the operation closely by quarterly arranging the Board of Executive Directors’ meeting and the Board of Directors’ meeting in order to consider, analyze and assess the operation to what extent it is in line with the goal of business operation. The internal audit office which is independent from the executive is responsible for audit and assesses whether the operation is in line with the internal control system which the Company sets. The internal control office always reports the outcome to the Audit Committee directly and continuously as well as communicates and coordinates with the executives on the result of the audit, remark and recommendation. 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 every quarter. If there is any corruption, the executive will report to the Board of Directors immediately. Regarding auditor’s opinions in the Audit Report of Certified Public Accountant for the year 2009, there were no material respects that can be considered significant in the Internal Control System of the Company’s accounting and information technology system. From the assessment of the Company’s internal control system sufficiency, the Audit Committee remarked that the Company prepares and discloses of financial reports accurately, appropriately and reliably as well as has appropriate and effective internal control system, internal audit system and risk management. They are sufficiently in compliance with the good corporate governance by improving the operating system for better quality and continuously matching with business environment. In addition, the Company encloses herewith the report of the Chairman of the Audit Committee.

Annual Report 2009

Board of Directors and Executive Officers Board of Directors

Mr. Sudhisak Chirathivat Age 64

Years.

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 No. of Shareholding* (%)

None

Relationship among Management Brother of Mr. Sudhitham 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.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Board of Directors and Executive Officers

Board of Directors

Mr. Somchai Apiwattanaporn Age 59

Years.

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) No. of Shareholding* (%) None 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 2005 - 2008 Director, Liquor Distillery Organization, Excise Department, Ministry of Finance 2005 - Present 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 2009 - Present Director/ Chairman of the Audit Committee, Queen Sirikit Botanic Garden 2009 - Present Director/ Chairman of the Audit Committee, Siam City Securities Co., Ltd. 2006 - Present Director/ Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee, Robinson Department Store PCL.

Remark *Including shareholding in the company by spouse and minor child Annual Report 2009

Board of Directors

Mr. Sudhitham Chirathivat Age 62

Years.

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) No. of Shareholding* (%)

None

Relationship among Management Brother of Mr. Sudhisak 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. Director/ Executive Director, Central Plaza Hotel PCL. Director/ Executive Director, Central Pattana PCL. 2006 - 2007 Member, The National Legislative Assembly 2004 - Present Vice Chairman of the Board of Directors/ Executive Director/ Nomination and Remuneration Committee, Robinson Department Store PCL.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Mr. Prin Chirathivat Age 47

Years.

Director/ Executive Director (Authorized Director)

Education 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 Prajadhipokâ&#x20AC;&#x2122;s Institute) Capital Market Academy Leadership Program 1/2004, (Capital Market Academy) The Programme For Senior Executives Criminal Justice Administration (13/2009) Relationship among Management Nephew of Mr. Sudhisak, Mr. Sudhitham Brother of Mr. Tos No. of Shareholding* (%) None 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. 1999 - Present Director, Malee Sampran PCL. 2002 - Present Executive Director, Central Group of Companies 2003 - Present Chairman of the Audit Committee, Bualuang Securities PCL. 2004 - Present 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.

Remark *Including shareholding in the company by spouse and minor child Annual Report 2009

Board of Directors and Executive Officers

Board of Directors

Mr. Tos Chirathivat Age 45

Years.

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

Education B.A. Wesleyan University, CT, U.S.A. MBA (Finance), Columbia University, New York, U.S.A. No. of Shareholding* (%) 0.0710% of total issued shares Relationship among Management Nephew of Mr. Sudhisak, Mr. Sudhitham Brother of Mr. Prin 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.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Board of Directors and Executive Officers

Board of Directors

Mr. Preecha Ekkunagul Age 51

Years.

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) No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 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.

Remark *Including shareholding in the company by spouse and minor child Annual Report 2009

Board of Directors

Mr. Piya Nguiakaramahawongse Age 52

Years.

Director/ Good Corporate Governance Working Team (Authorized Director)

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 No. of Shareholding* (%) 0.00450% of total issued shares Relationship among Management None 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.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Mr. Pandit Mongkolkul Age 46

Years.

Director/ Good Corporate Governance Working Team (Authorized Director)

Education Bachelor Degree (Accounting), Chulalongkorn University MBA (Finance and International Business), Sasin Graduate Institute of Business Administration, Chulalongkorn University 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 Relationship among Management None Experiences during 5 years until Now 1992 - Present Executive Vice President, Harng Central Department Store Co., Ltd. 1993 - Present Director, Earth Care Co., Ltd. 1994 - Present Director, Central Marketing Group Inter Trade Co., Ltd. 2000 - Present Director, Robinson Planner Co., Ltd. 2004 - Present Chief of Executive Committee, Dhanamitr Factoring PCL. 2004 - Present Director, CG Broker Co., Ltd. 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. 2008 - Present Director, Central Samui Hotel Management Co., Ltd. 1996 - Present Director, Robinson Department Store PCL. and its Subsidiaries

Remark *Including shareholding in the company by spouse and minor child Annual Report 2009

Board of Directors and Executive Officers

Board of Directors

Mr. Phibul Phatharodom Age 76

Years.

Director/ Independent Director/ Audit Committee/ Chairman of the Good 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 No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 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.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Mr. Vithaya Chavananand Age 52

Years.

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 No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 1979 - Present Director, Vichitbhan Construction Co., Ltd. 1985 - Present Managing Director, Vichitbhan Plantation Co., Ltd. 1987 - Present Director, Vichitbhan Farm Co., Ltd. 1988 - Present Vice Chairman, Vichitbhan Palm Oil Co., Ltd. 1992 - Present Director, Vichitbhan 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.

Remark *Including shareholding in the company by spouse and minor child Annual Report 2009

Board of Directors and Executive Officers

Board of Directors

Mr. Charan Mongkolchan Age 61

Years.

Director/ Independent Director/ Audit Committee/ 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 No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 2001 - 2003 Executive Vice President, Nakornsawan Office Region TMB Bank PCL. 2003 - 2004 Executive Vice President, UPC Branch Banking Region TMB Bank PCL. 2004 - 2006 Executive Vice President, BKK Branch Banking Region 1 TMB Bank PCL. 2006 - 2009 Executive Vice President, Corporate Services Group TMB Bank PCL. 2006 - Present Director, Bridge View Co., Ltd. 2008 - Present Director/ Independent Director/ Audit Committee, Robinson Department Store PCL.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Board of Directors and Executive Officers

Executive Officers Executive Officers

Mr. Preecha Ekkunagul Age 51

Years.

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

None

Mr. GERARD McGURK Age 43

Years.

Senior Vice President - Merchandising

Education HND in Business Practices and Business Computer Practices, Dundee College of Commerce 5’0’ Grade-3’H’Level, Lawside RC Academy No. of Shareholding* (%) None Relationship among Management None Experiences during 5 years until Now 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 - 2009 Senior Vice President - Operations, Robinson Department Store PCL. 2009 - Present Senior Vice President - Merchandising, Robinson Department Store PCL.

Remark *Including shareholding in the company by spouse and minor child Annual Report 2009

Executive Officers

MR. CLIVE FREDERICK COOMBES Age 59

Years.

Vice President - Merchandising Differentiation

Mr. Sukitti Kittipassorn Age 53

Years.

Vice President - Business Analysis and Development

Education Forest Hill School, United Kingdom No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 2000 - 2009 Director of Marketing and Merchandising, Boots Retail (Thailand) Limited. 2009 - Present Vice President Merchandising Differentiation, Robinson Department Store PCL.

Education Bachelor Degree (Pharmacology), Mahidol University MBA, Thammasat University No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 1997 - 2006 Vice President - Operation Systems and Support, Robinson Department Store PCL. 2007 - Present Vice President - Business Analysis and Development, Robinson Department Store PCL.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Board of Directors and Executive Officers

Executive Officers

Mrs. Ratana Anoontakaroon Age 50

Years.

Vice President - Merchandising

Education BBA (General Management), Sukhothaithammathirat University MBA, National Institution of Development Administration No. of Shareholding* (%) 0.00090% of total issued shares Relationship among Management None 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.

Mr. Anan Tantipanyakun Age 42

Years.

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 No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 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.

Remark *Including shareholding in the company by spouse and minor child Annual Report 2009

Executive Officers

Ms. Sirinij Chockchairittikul Age 34

Years.

Vice President - Marketing

Education Bachelor Degree in Communication Arts (International Program), Bangkok University MA (Communication) (International Program), 1st HONOR (Golden Medal), Bangkok University No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 1995 - 2002 Regional Store Manager, Marks and Spencer PCL. (United Kingdom) Marks and Spencer (Thailand) 2002 - 2005 General Manager - Merchandise Ready to wear (Credit - Differentiation), Robinson Department Store PCL. 2005 - 2008 Vice President - Merchandising, Robinson Department Store PCL. 2008 - Present Vice President - Marketing, Robinson Department Store PCL.

Mr. Parivat Sopasit Age 51

Years.

Company Secretary/ Vice President - Finance

Education Bachelor Degree (Accounting), Chulalongkorn University Corporate Secretary Program (CSP) 2007, Thai Institution of Directors Association No. of Shareholding* (%)

None

Relationship among Management None Experiences during 5 years until Now 1995 - 2001 Accounting and System Manager, Siam Gardian Glass Co., Ltd. 2001 - 2003 Accounting Director, CRC Power Retail Co., Ltd. 2003 - Present Company Secretary/ Vice President - Finance, Robinson Department Store PCL.

Remark *Including shareholding in the company by spouse and minor child

Robinson Department Store Public Company Limited

Board of Directors and Executive Officers

Good Corporate Governance

The Board of Directors and the Companyâ&#x20AC;&#x2122;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 lay 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.

In 2009, The Company was continuously rated as 4 stars (or very good) for the second year according to the survey of Thai Institute of Directors in which 229 listed companies participated in. This was the second time the Company was evaluated. Apart from the success of receiving 4 stars rated for good corporate governance, the Company was also awarded as Excellent Labor Relation and Welfare Award for every stores for 3 consecutive years. This is the testament showing that the Company is always committed towards being attentive and placing emphasis on labour relation with its employees.

Good Corporate Governance and Business Code of Conduct The Company issued a written good corporate governance practices and code of conduct in 2006. The content covers structure, duties and responsibilities of the Board of Directors and sub-committees including right and equality of shareholders, roles of the Company to stakeholders, transparent disclosure of information. The Good Corporate Governance Working Team is responsible for making the policy on corporate governance and Business Code of Conduct which are followed by the Working Team in order to strictly adhere to. The Working Team also regularly reviews, revises the corporate governance policy and submits to the Board of Directors for consideration so as to be

The Rights of Shareholders 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.

The development on corporate governance of the Company in 2009 is divided into 5 categories, the detail of which appears as follows

In addition, shareholders and minority shareholders are able to address their questions, agendas of the meeting and proposal of qualified candidates for the Companyâ&#x20AC;&#x2122;s director nomination via post to the Company Secretary or E-mail : ir@robinson.co.th. Annual Report 2009

Good Corporate Governance

Conclusion on compliance with the Good in compliance with the international principle and good practice. Corporate Governance of the year 2009

In addition the Company informs the shareholders via SET online system. The shareholders can submit information prior to the meeting of the Board of Directors in order to set the agendas of the Meeting of Shareholders 3 months in advance. The Company places an emphasis on arranging the Annual General Meeting of Shareholders, including the Extraordinary Meeting of Shareholders by adhering to and following the practical guidelines of the AGM Checklist provided by the Securities and Exchange Commission (SEC). The Company Secretary informs the schedule in advance in order to enable all directors to allocate time for the meeting especially the chairman, chairman of the sub-committee and president. In the meetings in 2009, all of the abovementioned persons attended concertedly. The Rights to receive information 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. The Company clearly and adequately provides shareholders with meeting notices that contain all agenda details, facts and reasons in each agenda along with the board of directors’ opinions such as: - Regarding the directors’ remuneration, the Company proposes the shareholders for approval every year as well as submits the clear policy and criteria on remuneration with details showing remuneration by position, types of remuneration and comparative to the paid 66

Robinson Department Store Public Company Limited

amount of the previous year to the shareholders for acknowledgement. - Regarding the directors appointment, the Company presents the director candidates’ resume together with the invitation letter to the shareholders’ meeting. In voting for director, the Company allows the shareholders to be able to vote individual person. - Regarding auditor appointment and audit fee consideration, the Company presents adequate information of the auditor in order to demonstrate the independence and compare with the audit fee of the previous year. - Regarding dividend payment, the Company gives adequate and clear details, facts and reasons on the proposed amount asked for approval including comparing with the dividend payment of the previous year. All supporting documents both in Thai and English versions along with the proxy forms, Forms A, B and C, are also posted on the Company’s website at least 30 days in advance of meeting. Such documents shall be sent to shareholders at least 21 days prior to the meeting. In each meeting of the shareholder, the Company has neither additional meeting agendas nor changes an important information without prior notice and the Company has not distributed any documents that contained additional information at the meetings, especially the important agendas that required shareholders’ times to make consideration. The Company continuously adheres to this practice. Regarding the minutes of the shareholders’ meeting, the Company provides the minutes both in Thai and English versions with each agenda for complete and clear consideration,

Arranging the meeting The Company supports shareholders to attend the shareholders’ meeting with 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 necessary documents for registration including revenue stamp, venue, food and beverages preparation as well as proper time setting. The shareholders have 2-hour registration period before the meeting. The Company uses computer and bar code system for registration and vote counting for the acceleration and reliability of information. In addition, The Company provides lists of independent directors who do not have any conflict of interest issues related to the agendas to be appointed as proxy. Shareholders are allowed to appoint either other persons or the Company’s independent directors as their proxy. 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. 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 in every agenda is conducted through computer and bar code systems for shareholders and proxy holders. With transparency and verification, separate voting slips are provided for each agenda item. In 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. 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.

Annual Report 2009

Good Corporate Governance

the name of directors, executives, auditor and other related persons and the voting result of each agenda in the form of approve, disapprove and abstain. In addition, there is a record of questions and answers raised by the shareholders with the name of the inquirer and the answering director.

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 including the equal voting right per the amount of shareholding. The minority shareholders have rights to propose qualified candidates for director nomination, to propose agendas and to receive fairness in the Meeting of Shareholders. In the shareholders’ meeting, the Company allows shareholders who cannot attend the meeting to appoint either any person or the Company’s independent director appointed by the Company to participate and cast the votes in the meeting. In addition, all shareholders are also allowed to make opinions and ask questions comprehensively. Regarding, the invitation letter for shareholders’ meeting, in 2009, the Company has intended to send the invitation letter 21 days in advance. Moreover, the Company prepares all supporting documents both in Thai and English versions so as to facilitate foreign shareholders. The Company specifies the directors and executives to report the holding of securities and also the transfer of securities. The Company also clearly specifies the duties and responsibilities of the executives and organization units by prohibiting directors, 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.

Robinson Department Store Public Company Limited

Regarding the consideration for the issues that cause or may cause conflict of interests, connected transactions and inter-company transactions, 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 such matters. The Role of Stakeholders in Corporate Governance 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. Further, written business ethic was regularly reviewed and revised to enable directors, executives, and staff to understand and recognize the ethical standard that has been employed in the Company’s business operation appropriately. 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 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. Disclosure and Transparency The Company has regularly had 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 - 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 and to quarterly report the activities on investor relations to the meeting of the Board of Directors. In this year investor relation activities were as follows:-

Annual Report 2009

Good Corporate Governance

1. Company visits by investors and analysts, including conference calls were in total of 36 companies or persons which was equivalent to 34 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 none 3. Opportunity Day was 4 times Investors can contact the Company’s investor relations section by Contact person : Ms. Jiraphan Thongton General Manager- Finance and Investor relations Address : Robinson Department Store Public Company Limited Thanon Ratchadapisek Branch (Center) 139 Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok 10400 Telephone : 02 248-2626 ext 732, 733 Fax : 02 642-3353 E-mail: ir@robinson.co.th 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 2009 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 70

Robinson Department Store Public Company Limited

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 In 2009 the Company has currently 4 independent directors which account for one-thirds of the board. As a result, the board composition leads to proper clarity in checks-and-balances system. In addition, each of 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: - Executive Director 1 person - Non-Executive Directors 6 person - Independent Directors 4 person 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.

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. Furthermore, the Board specified the directors, executives and related persons to disclose information on interest on 31 December of every year as well as specified the directors and executives to disclose on the holding of securities and also the change to the Company Secretary every time. Sub-committee and Company Secretary The Company has the additional Committees appointed by the Board as necessary and appropriate with the objective to take care of 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 regular schedule. Moreover, the Board also appointed the Company Secretary as specified in the Securities and Exchange Act B.E. 2551 (A.D. 2008). 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.

Annual Report 2009

Good Corporate Governance

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. 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.

2. 3. 4. 5.

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 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. 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. Company Secretary The Board appointed Vice President - Finance to be responsible as Company Secretary as prescribed by law.

The Board Meetings The Companyâ&#x20AC;&#x2122;s Board of Director Meetings is held on regular basis, at least 1 meeting in every quarter and not less than 5 meetings per year. Hence, 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. In 2009, there were 5 Board of Director Meetings.

Robinson Department Store Public Company Limited

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 subsidiariesâ&#x20AC;&#x2122; 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 addition, the Board assigned the audit committee to opine on the major intercompany transactions and to consider the appropriateness of the transaction by taking the highest interest of the Company into highest consideration. Furthermore, it also regularly disclosed such information in every quarterly financial statements, Form 56-1 and annual report. 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.

Good Corporate Governance

Details of the meeting attendance of each board and each committee in 2009 are as follows:

Meeting Attendance of each board/committee (time)

Nomination Good Risk Directorsâ&#x20AC;&#x2122; Name Board of and Corporate Management Board of Executive Audit Remuneration Governance Working Shareholdersâ&#x20AC;&#x2122; Directors Directors Committee Committee Working Team Team meeting

1. Mr.Sudhisak Chirathivat 2. Mr.Sudhitham Chirathivat 3. Mr.Prin Chirathivat 4. Mr.Tos Chirathivat 5. Mr.Preecha Ekkunagul 6. Mr.Piya Nguiakaramahawongse 7. Mr.Pandit Mongkolkul(1) 8. Mr.Somchai Apiwattanaporn 9. Mr.Phibul Phatharodom 10. Mr.Vithaya Chavananand 11. Mr.Charan Mongkolchan(2)

5/5 5/5 5/5 3/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5

5/5 5/5 5/5 4/5 5/5 - - - - - -

- - - - - - - 5/5 5/5 5/5 -

- 3/3 - 3/3 - - - 3/3 - 3/3 -

- - - - - 1/1 - - 1/1 - -

- - - - - - - - - 4/4 4/4

1/1 1/1 1/1 0/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1

Board Self Assessment The Company conducts self assessment for the Board of Directors and Audit Committee at least 1 time per year. The Company delivers self assessment form of the Board of Directors to each director and the Company Secretary is the collector and presents the assessment result to every director to improve and develop the performance of the Board of Directors to be more effective.

With regard to the performance assessment of the President, it is the responsibility of the Board of Executive Directors. The assessment result shall be presented to the Nomination and Remuneration Committee and the Board of Directors for further acknowledgement.

Annual Report 2009

Board and Management Training The Company encourages each director including The Company has determined president and senior corporate secretary to attend a course from Thai vice president to establish his/her succession plan and Institute of Directors (IOD) and from other institutions report the progress to the Board of Executive Directors. in order to increase their caliber and deem beneficial to the Companyâ&#x20AC;&#x2122;s current corporate governance appropriately. In 2009, 90% of the directors in the Board have attained the certificate from IOD.

Robinson Department Store Public Company Limited

1. Support for Education Realising the importance of 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. Last year, the company provided its financial support for the refurbishment of library and new classrooms’ floor of Wat Saeng Manee School, Amphoe Nong Suea, Pathum Thani Province. In addition to that, the company extended its support for the Solar Light Project, run by the Faculty of Commerce and Accountancy, Thammasat University, along with its sponsorship for various other education projects. 2. Support for Sports Being mindful of the well-being of people in the society, the year 2009 saw Robinson Department Store’s support in a number of sports events such as the World Pink Run Fun 2009 - the walk-run charitable campaign in raising fund for breast cancer patients. This worthwhile activity is also served as a means to campaign among general public to take a better care of their health via exercise. Furthermore, the company

offered its sponsorship for internal school activities such as the financial support for football equipment for Trium Udom Suksa Pattanakarn School. 3. Support for communities and society Robinson Department Store has extended its warm collaboration with a number of state entities in continuously supporting the National Blood Center, Thai Red Cross Society. These activities have been carried out via PR campaigns for blood donation, encouragement of its staff, from both headquarters and branches, to make an annual blood donation, as well as assisting the Provincial Red Cross Chapters in provinces where Robinson branches are located. In addition, the company has been providing supports for blanket donation campaign to help aid villagers afflicted by cold weather in remote areas, while participating in the fund-raising campaign for The Foundation for the Welfare of the Mentally Retarded of Thailand, under the Royal Patronage of Her Majesty the Queen to alleviate the plight of people with mental deficiency and to help their families lead a better living.

Annual Report 2009

Corporate 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 community, society and environment. This policy has been implemented through the Company’s string of internal PR campaigns. In addition, with an aim to return the maximum benefits to Thai society, Robinson Department Store, in partnership with Central Group, has continuously initiated a number of Corporate Social Responsibility (CSR) campaigns and in the year 2009, five different areas of main focus include,

Good Corporate Governance

Corporate Social Responsibility

4. Support for environmental preservation With environmental concern in mind, the company has thereby seriously campaigned against the use of plastic bag and to use, instead, bags and gift wrapping paper made of recycle paper. Last year, the company has also incorporated cutting-edge E-Commerce system into its operations so as to minimize the number of paper used in the office. Moreover, with the installation of electricity-saving apparatus in keeping with an active campaign for energy saving, the company was able to save up to 2.4 million units of electricity. What’s more, Robinson Department Store is also aimed at cultivating an awareness in environmental preservation among Thais through the Battery for Life campaign. In partnership with DTAC, the campaign aimed to encourage customers and general public to drop their used batteries into designated boxes located at PR counters, Robinson Department Store branches nationwide. In so doing, people will be better-informed of how to discard batteries properly and thereby can effectively prevent toxic substances from harming our loving environment.

Robinson Department Store Public Company Limited

Aside from aforementioned invaluable activities, Robinson Department Store has also offered its financial sponsorship through a number of environmental foundations. For instance, realising the significance of mangrove as the vital natural resources, the company has annually supported projects for mangrove preservation nationwide. In 2009, financial aid was granted to mangrove preservation project at Amphoe Tha Chalom, Samut Sakorn Province and donation boxes were placed at every Robinson branch. In so doing, it is not only served as a means to instill a “green” mind among the general public, but the fund raised will also be used purposefully for numerous green campaigns host by environmental foundations. 5. Support for nurturing Buddhism and traditions Robinson Department Store has unfailingly nurtured and promoted Buddhism through its assistance in activities concerning important Buddhists’ days so as to proliferate the Kingdom’s rich cultures and traditions. In 2009, the company continuously offered its financial support for the restoration of temples nationwide.

Corporate Social Responsibility

Report of the Audit Committee

The meeting of the Board of Directors of the Company No. 4/2009 held on 5 November 2009 passed the resolution to appoint Mr. Charan Mongkolchan, the independent director, who is fully qualified under the guidelines specified by the Stock Exchange of Thailand and by the Securities and Exchange Commission as well as who has expertise, ability, experience and vision useful for the work of the Company’s Audit Committee, to be another one Audit Committee. Presently, there are 4 Audit Committees including Mr. Somchai Apiwattanaporn, who has adequate expertise and experience to review the creditability of the financial statements, as a chairman of the Audit Committee. In 2009, the Audit Committee performed their duties and responsibilities in compliance with the Notification of the Stock Exchange of Thailand Re: Qualifications and Scope of Work of the Audit Committee, 2008 and with the scope of responsibilities assigned by the Company’s Board of Directors. The Committee held 5 meetings, all of which every Audit Committees attended including jointly considered with the Management, auditors and internal auditors according to the appropriate agendas, reported their opinions and offered suggestions as deemed necessary. The Audit Committee reported the operating results to the Company’s Board of Directors every quarter which were concluded as follows: Accuracy, completeness and creditability of the financial reports The Audit Committee reviewed the quarterly and annual financial statements of the year 2009 and jointly considered the reviewed results with the management and auditors by considering the completeness and creditability of disclosure of financial information, any risk issues, relevant accounting standards or changes in accounting standards, financial and accounting internal control systems and information system. The Audit Committee opined that the quarterly and annual financial statements were reasonably accurate in all material respects

according to the generally accepted accounting principles and adequately disclosed the important information, connected transactions, and transactions which may lead to conflicts of interests. Adequacy of the internal control system and internal audit The Audit Committee supervised internal audit to be compliance with professional standards by adopting the risk assessment method and internal control system in accordance with COSO standard and utilizing computer program supporting audit in order to improve the efficiency of the performance process and the adequacy of the internal control system. The committee also considered the annual audit plan, report on auditing result of the office of internal audit, followed the solution continuously and made recommendations to the office of internal audit control and the management in order to improve the performance. The Audit Committee, in addition, considered and supported workforce and ongoing personnel development of the office of internal audit. The Audit Committee opined that the internal control system and internal audit was adequate and approved the annual audit plan, report on auditing result of the office of internal audit and reported the results on the following of processes and systems for the Management to improve the performance according to the points the internal auditors found. Compliance with the law on securities and exchange, the regulation of the Stock Exchange, or the laws relating to the Company’s business 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 laws related to the Company’s business including to the obligations which the Company has with the third party. Annual Report 2009

Report of the Audit Committee

Dear Shareholders of Robinson Department Store Public Company Limited,

The Audit Committee opined that the lists that the Company has to comply with the law on securities and exchange, the regulation of the Stock Exchange, or the laws relating to the Company’s business are accurately and completely complied with. Transactions which may lead to conflicts of interests The Audit Committee considered connected transactions, and transactions which may lead to conflicts of interests to be in compliance with laws and regulations of the Stock Exchange of Thailand in order to ensure that the said transactions are reasonable and for the highest benefit of the Company. The Audit Committee opined that the considered connected transactions are reasonable and suggested the Management to always prepare documents for comparing fair price / market price and to clearly record the supporting reasons for approval of the entry of such transactions so as to ensure that the consideration is transparent, accurate and for highest benefit of the Company. Risk management The Audit Committee reviewed the risk management policy and risk management plan of the year 2009 as well as consistently acknowledged the progress report on the performance under the plan of the risk management working group which was reviewed and revised to be appropriate to the situation. The Audit Committee opined that the Company had the appropriate and sufficient risk management system. Good Corporate Governance The Audit Committee continuously fosters and follows up the progress of the Good Corporate Governance practices including provides suggestions necessary for improving such practice.

overall performance is satisfying. The Audit Committee also considered the independence, reasonableness of 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 2010 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 (Baht five million three hundred and sixty thousand) which was equal to the auditing fees of the year 2009. This will be submitted to the shareholders’ meeting for the approval. Self-assessment of the Audit Committee From the self-assessment on the Audit Committee’s performance for the year 2009 in 5 categories i.e. composition of the Audit Committee, training and resources, meeting, activities of the Audit Committee and relationship with the senior vice president (internal audit), auditor and the Management on 16 February 2010, the assessment showed, in summary, sufficient and complete performance. In conclusion, the Audit Committee completely performed their duties in accordance with the charter of the Audit Committee approved by the Board of Directors. The Audit Committee, moreover, opined that the Company has appropriate and reliable procedures for making financial reports and the disclosure of information, as well as appropriate and efficient internal control, internal audit and risk management systems. The Company has complied with the laws, regulations and obligations, carefully considered the entry of connected transactions, sufficiently, transparently and accountably complied with the Good Corporate Governance practices and continuously developed the operation system for betterment and in accordance with the business environment.

The Audit Committee opined that the Company should continuously develop and improve the Good Corporate Governance practices. Consideration, Selection and appointment of auditor The Audit Committee assessed the performance of the year 2009 which was the first year of this auditor. The 78

Robinson Department Store Public Company Limited

Mr. Somchai Apiwattanaporn Chairman of the Audit Committee 16 February 2010

Report of the Audit Committee

Statement of the

Directors Responsibility

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 Companyâ&#x20AC;&#x2122;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 Committeeâ&#x20AC;&#x2122;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 subsidiaries for the year ending 31 December 2009.

Mr. Sudhisak Chirathivat Chairman

Mr. Preecha Ekkunagul President

Annual Report 2009

Statement of the Directors Responsibility

The Board of Directors is responsible for financial statements of Robinson Department Store Public Company Limited and its subsidiaries. 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.

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 2009, 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 Companyâ&#x20AC;&#x2122;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 2008 were audited by another auditor whose report dated 16 February 2009 expressed an unqualified opinion on those financial statements for the year ended 31 December 2008 with an emphasis of the matter regarding the change in accounting policy for goodwill and negative goodwill arising from business combination. 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 2009 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.

(Bongkot Amsageam)

Certified Public Accountant Registration No. 3684 KPMG Phoomchai Audit Ltd. Bangkok 16 February 2010 80

Robinson Department Store Public Company Limited

Robinson Department Store Public Company Limited and its Subsidiaries As at 31 December 2009 and 2008

Non-current assets Investments in subsidiaries 10 - - 1,247,320,965 466,847,990 Investments in associates 11 1,175,380,306 983,010,841 332,000,000 332,000,000 Other long-term investments 6, 12 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 13 2,296,311,749 1,717,302,477 1,635,322,622 999,627,019 Leasehold rights 14 2,687,090,149 2,832,795,294 1,348,982,371 1,410,090,217 Goodwill 15 45,397,377 45,397,377 - Other non-current assets 16 349,193,879 353,358,334 140,111,296 141,780,485 Total non-current assets 6,579,623,460 5,958,114,323 4,791,210,747 3,437,819,204 Total assets 10,608,219,457 9,666,412,658 8,454,484,218 8,131,628,932

The accompanying notes are an integral part of these financial statements. Annual Report 2009

Balance sheets

(in Baht) Consolidated financial statements Separate financial statements Assets Note 2009 2008 2009 2008 Current asset Cash and cash equivalents 5 2,117,665,434 1,547,389,545 1,708,020,461 1,195,639,350 Current investments 6 362,453,296 244,185,774 262,430,171 244,185,774 Trade accounts receivable 4, 7 483,464,910 377,612,900 354,433,943 274,481,418 Short-term loans to related parties 4 - - 564,228,245 1,774,338,095 Inventories 8 809,072,147 779,592,667 537,885,738 478,731,929 Other current assets 9 255,940,210 759,517,449 236,274,913 726,433,162 Total current assets 4,028,595,997 3,708,298,335 3,663,273,471 4,693,809,728

Audit report of Certified Public Accountant

Balance sheets

Balance sheets (Continue) Robinson Department Store Public Company Limited and its Subsidiaries As at 31 December 2009 and 2008

(in Baht) Consolidated financial statements Separate financial statements Liabilities and equity Note 2009 2008 2009 2008 Current liabilities Trade accounts payable 4, 17 2,768,340,860 2,426,109,613 1,630,234,078 1,383,271,652 Short-term loans from related parties 4, 18 - - 1,139,274,441 1,085,501,467 Income tax payable 122,981,088 109,125,116 49,731,848 69,237,802 Other current liabilities 4, 19 860,842,588 817,221,799 681,074,373 668,222,608 Total current liabilities 3,752,164,536 3,352,456,528 3,500,314,740 3,206,233,529 Non-current liabilities Long-term loan from related party 4, 18 - - 113,300,000 113,300,000 Unearned lease income 45,425,772 51,204,053 - Other non-current liabilities 20 13,699,200 14,199,200 - Total non-current liabilities 59,124,972 65,403,253 113,300,000 113,300,000 Total liabilities 3,811,289,508 3,417,859,781 3,613,614,740 3,319,533,529 Equity Share capital 21 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 Treasury shares 22 (39,389,950) (12,797,150) (39,389,950) (12,797,150) Unrealised surpluses (deficits) Fair value changes on investments 12,219,522 (6,048,000) 12,196,397 (6,048,000) Retained earnings Appropriated Legal reserve 23 231,265,000 207,317,000 231,265,000 207,317,000 Treasury share reserve 23 39,389,950 12,797,150 39,389,950 12,797,150 Unappropriated 2,475,548,722 1,954,601,120 654,561,059 667,979,381 Total equity attributable to equity holders of the Company 6,661,880,266 6,098,717,142 4,840,869,478 4,812,095,403 Minority interests 135,049,683 149,835,735 - Total equity 6,796,929,949 6,248,552,877 4,840,869,478 4,812,095,403 Total liabilities and equity 10,608,219,457 9,666,412,658 8,454,484,218 8,131,628,932

The accompanying notes are an integral part of these financial statements.

Robinson Department Store Public Company Limited

Balance sheets

Statements of income Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

The accompanying notes are an integral part of these financial statements. Annual Report 2009

Statements of income

(in Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008 Revenues Revenue from sale of goods 4 12,842,281,973 12,417,011,866 7,323,947,089 7,286,620,411 Rental and service income 4 697,034,666 692,827,222 416,014,588 408,508,638 Interest income 4, 25 18,933,348 34,794,470 89,960,668 207,146,883 Other income 4, 26 455,432,226 407,107,339 487,002,486 456,978,689 Total revenues 14,013,682,213 13,551,740,897 8,316,924,831 8,359,254,621 Expenses Cost of sale of goods 9,841,447,278 9,529,497,238 5,576,633,192 5,578,293,855 Selling expenses 4, 27 2,423,395,366 2,298,704,656 1,591,705,708 1,488,491,807 Administrative expenses 4, 28 543,221,430 578,448,631 447,760,485 475,972,831 Management benefit expenses 29 49,306,654 48,506,981 49,306,654 48,506,981 Total expenses 12,857,370,728 12,455,157,506 7,665,406,039 7,591,265,474 Share of profit of associates 11 192,369,466 171,024,826 - Profit before finance costs and income tax expense 1,348,680,951 1,267,608,217 651,518,792 767,989,147 Finance costs 4, 30 - - 8,751,944 6,950,329 Profit before tax expense 1,348,680,951 1,267,608,217 642,766,848 761,038,818 Income tax expense 31 300,156,093 227,438,657 163,824,759 134,407,238 Profit for the year 1,048,524,858 1,040,169,560 478,942,089 626,631,580 Profit attributable to: Equity holders of the Company 1,013,308,013 1,020,033,107 478,942,089 626,631,580 Minority interests 35,216,845 20,136,453 - - Profit for the year 1,048,524,858 1,040,169,560 478,942,089 626,631,580 Basic earnings per share 32 0.92 0.92 0.43 0.56

Robinson Department Store Public Company Limited

The accompanying notes are an integral part of these financial statements.

Balance at 1 January 2008 3,942,847,022 - - 175,917,000 - 1,423,007,898 5,541,771,920 154,700,733 5,696,472,653 Unrealised losses Available for sale investments Net change in fair value recognised in equity - - (6,048,000) - - - (6,048,000) - (6,048,000) Net expense recognised directly in equity - - (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 Transfer to legal reserve 23 - - - 31,400,000 - (31,400,000) - - Dividends 33 - - - - - (444,242,735) (444,242,735) (25,001,451) (469,244,186) Treasury shares purchased 22 - (12,797,150) - - - - (12,797,150) - (12,797,150) Reserve for treasury shares 23 - - - - 12,797,150 (12,797,150) - - Balance at 31 December 2008 3,942,847,022 (12,797,150) (6,048,000) 207,317,000 12,797,150 1,954,601,120 6,098,717,142 149,835,735 6,248,552,877

(in Baht) Consolidated financial statements Unrealised deficits Retained earnings Total equity Issued and attributable to paid-up Treasury Fair value Legal Treasury equity holders of Minority Total Note share capital shares changes reserve share reserve Unappropriated the Company interests equity

Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Statements of changes in equity

(in Baht)

The accompanying notes are an integral part of these financial statements.

Balance at 1 January 2009 3,942,847,022 (12,797,150) (6,048,000) 207,317,000 12,797,150 1,954,601,120 6,098,717,142 149,835,735 6,248,552,877 Unrealised gains Available for sale investments Net change in fair value recognised in equity - - 18,267,522 - - - 18,267,522 - 18,267,522 Net income recognised directly in equity - - 18,267,522 - - - 18,267,522 - 18,267,522 Profit for the year - - - - - 1,013,308,013 1,013,308,013 35,216,845 1,048,524,858 Total recognised income and expense - - 18,267,522 - - 1,013,308,013 1,031,575,535 35,216,845 1,066,792,380 Transfer to legal reserve 23 - - - 23,948,000 - (23,948,000) - - Dividends 33 - - - - - (441,819,611) (441,819,611) (50,002,897) (491,822,508) Treasury shares purchased 22 - (26,592,800) - - - - (26,592,800) - (26,592,800) Reserve for treasury shares 23 - - - - 26,592,800 (26,592,800) - - Balance at 31 December 2009 3,942,847,022 (39,389,950) 12,219,522 231,265,000 39,389,950 2,475,548,722 6,661,880,266 135,049,683 6,796,929,949

Consolidated financial statements Unrealised deficits Retained earnings Total equity Issued and attributable to paid-up Treasury Fair value Legal Treasury equity holders of Minority Total Note share capital shares changes reserve share reserve Unappropriated the Company interests equity

Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Statements of changes in equity (Continue)

Statements of changes in equity

Annual Report 2009

Robinson Department Store Public Company Limited

The accompanying notes are an integral part of these financial statements.

Balance at 1 January 2008 3,942,847,022 - - 175,917,000 - 529,787,686 4,648,551,708 Unrealised losses Available for sale investments Net change in fair value recognised in equity - - (6,048,000) - - - (6,048,000) Net expense recognised directly in equity - - (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 Transfer to legal reserve 23 - - - 31,400,000 - (31,400,000) Dividends 33 - - - - - (444,242,735) (444,242,735) Treasury shares purchased 22 - (12,797,150) - - - - (12,797,150) Reserve for treasury shares 23 - - - - 12,797,150 (12,797,150) Balance at 31 December 2008 3,942,847,022 (12,797,150) (6,048,000) 207,317,000 12,797,150 667,979,381 4,812,095,403

(in Baht) Separate financial statements Unrealised deficits Retained earnings Total equity Issued and attributable to paid-up Treasury Fair value Legal Treasury equity holders of Note share capital shares changes reserve share reserve Unappropriated the Company

Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Statements of changes in equity (Continue)

Balance at 1 January 2009 3,942,847,022 (12,797,150) (6,048,000) 207,317,000 12,797,150 667,979,381 4,812,095,403 Unrealised gains Available for sale investments Net change in fair value recognised in equity - - 18,244,397 - - - 18,244,397 Net income recognised directly in equity - - 18,244,397 - - - 18,244,397 Profit for the year - - - - - 478,942,089 478,942,089 Total recognised income and expense - - 18,244,397 - - 478,942,089 497,186,486 Transfer to legal reserve 23 - - - 23,948,000 - (23,948,000) Dividends 33 - - - - (441,819,611) (441,819,611) Treasury shares purchased 22 - (26,592,800) - - - - (26,592,800) Reserve for treasury shares 23 - - - - 26,592,800 (26,592,800) Balance at 31 December 2009 3,942,847,022 (39,389,950) 12,196,397 231,265,000 39,389,950 654,561,059 4,840,869,478 The accompanying notes are an integral part of these financial statements.

Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Statements of changes in equity (Continue)

Statements of changes in equity

Annual Report 2009

Statements of cash flows Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

(in Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008

Cash flows from operating activities Profit for the year 1,048,524,858 1,040,169,560 478,942,089 626,631,580 Adjustments for Depreciation and amortisation 641,724,527 630,086,889 410,212,209 381,233,476 Interest income (18,933,348) (34,794,470) (89,960,668) (207,146,883) Finance costs - - 8,751,944 6,950,329 Dividend income (8,262,500) (262,500) (8,262,500) (262,500) Doubtful debts expenses (reversal) 1,135,325 (1,054,888) (8,384,392) (37,510,356) Allowance for obsolete and slow-moving inventory (reversal) 11,234,104 (42,827,133) 8,451,013 (43,942,414) Reversal allowance for impairment loss on investment - - (6,482,293) Loss (gain) on disposal of property, plant and equipment (1,102,812) (508,624) (166,867) 114,564 Written-off withholding tax - 2,045,859 - Share of profit of investments - equity method (192,369,466) (171,024,826) - Gain from changes of valuation of investment - (233,773) - (233,773) Earned lease income (5,778,282) (8,650,159) - Income tax expense 300,156,093 227,438,657 163,824,759 134,407,238 1,776,328,499 1,640,384,592 956,925,294 860,241,261 Changes in operating assets and liabilities Trade accounts receivable (106,987,335) 14,107,258 (80,893,604) 11,102,873 Inventories (40,713,584) (73,625,269) (67,604,822) (18,324,647) Other current assets 503,816,561 (413,085,438) 490,397,571 (398,163,510) Other non-current assets (2,417,054) 5,250,477 (5,876,827) (7,535,290) Trade accounts payable 342,231,247 (56,723,547) 246,962,426 (66,794,001) Other current liabilities (125,596,216) 115,046,394 (128,833,001) 151,209,429 Other non-current liabilities (500,000) (500,000) - Income taxes paid (289,999,260) (203,489,790) (183,330,713) (123,856,255) Net cash provided by operating activities 2,056,162,858 1,027,364,677 1,227,746,324 407,879,860

The accompanying notes are an integral part of these financial statements.

Robinson Department Store Public Company Limited

Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008 (in Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 Cash flows from investing activities Interest received 18,694,026 34,855,762 96,713,033 205,699,922 Dividend received 8,262,500 262,500 8,262,500 262,500 Loan repaid by related parties - - 9,006,396,645 5,819,245,751 Loan to related parties - - (5,864,193,842) (5,580,969,581) Purchase of property, plant and equipment (854,594,995) (357,339,937) (794,183,890) (254,241,907) Sale of equipment 4,524,808 2,879,370 2,139,572 392,361 Purchase of investments in subsidiary - - (2,703,749,850) Purchase of current investments (100,000,000) (250,000,000) - (250,000,000) Increase in leasehold right (44,358,000) - (43,358,000) Net cash used in investing activities (967,471,661) (569,342,305) (291,973,832) (59,610,954) Cash flows from financing activities Finance costs paid - - (7,631,110) (5,766,533) Dividend paid to equity holders of the Company (441,819,611) (444,242,735) (441,819,611) (444,242,735) Dividend paid to minority interests (50,002,897) (25,001,451) - Proceeds from short - term loans from related parties - - 117,956,618 118,941,354 Repayment of short - term loans from related parties - - (65,304,478) (42,460,877) Purchase of treasury shares (26,592,800) (12,797,150) (26,592,800) (12,797,150) Net cash used in financing activities (518,415,308) (482,041,336) (423,391,381) (386,325,941) Net increase (decrease) in cash and cash equivalents 570,275,889 (24,018,964) 512,381,111 (38,057,035) Cash and cash equivalents at beginning of year 1,547,389,545 1,571,408,509 1,195,639,350 1,233,696,385 Cash and cash equivalents at end of year 2,117,665,434 1,547,389,545 1,708,020,461 1,195,639,350 Non-cash transactions During the year ended 31 December 2009, the Group acquired property, plant and equipment with total costs of Baht 1,019.8 million of which Baht 854.6 million was acquired by cash payments and Baht 165.2 million was outstanding as liabilities as at 31 December 2009. During the year ended 31 December 2009, the Company acquired property, plant and equipment with total costs of Baht 935.9 million of which Baht 794.2 million was acquired by cash payments and Baht 141.7 million was outstanding as liabilities as at 31 December 2009. The accompanying notes are an integral part of these financial statements. Annual Report 2009

Statements of cash flows

Statements of cash flows (Continue)

Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

Note Contents

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 37

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 Investments in associates Other long-term investments Property, plant and equipment Leasehold rights Goodwill Other non-current assets Trade accounts payable Interest-bearing liabilities

Robinson Department Store Public Company Limited

Other current liabilities Other non-current liabilities Share capital Treasury shares Reserves Segment information Interest income Other income Selling expenses Administrative expenses Employee benefit expenses Finance costs Income tax expense Basic earnings per share Dividends Financial instruments Commitments with non-related parties and others Thai Accounting Standards (TAS) not yet adopted Reclassification of accounts

Notes to the financial statements

Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries For the years ended 31 December 2009 and 2008

These notes form an integral part of the financial statements. The financial statements were authorised for issue by the Directors on 16 February 2010.

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). Both companies were incorporated in Thailand. The principal businesses 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 2009 and 2008 were as follows: Name of the entity

Type of business

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

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

Country of Ownership interest (%) incorporation 2009 2008 Thailand Thailand Thailand Thailand Thailand Thailand Thailand Malaysia Thailand Thailand Thailand

99.91 99.80 99.86 99.99 99.99 99.99 99.99 99.92 99.98 99.99 50.00 Annual Report 2009

99.91 99.80 99.86 99.99 99.99 99.99 99.99 99.92 99.98 99.99 50.00 91

Name of the entity

Type of business

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

Department Store Department Store Department Store Department Store Department Store Department Store Department Store Department Store

Country of Ownership interest (%) incorporation 2009 2008 Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand

76.00 49.99 49.99 76.00 89.99 74.99 64.99 49.99

In May 2009, the Company’s Board of Directors resolved to approve the business dissolution of two subsidiary companies, Robinson Anusawaree Co.,Ltd., and Kruerpetch Co.,Ltd. The dissolution should not affect the overall aspect of the Company’s business operations. As at 31 December 2009, the Company was in the process of the regulation.

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”) and Thai Financial Reporting Standards (“TFRS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand. On 15 May 2009, the FAP announced (Announcement No. 12/2009) the re-numbering of TAS to the same numbers as the International Accounting Standards (“IAS”) on which the TAS/TFRS are based. The Group has adopted the following revised TAS/TFRS and accounting guidance which were issued by the FAP during 2008 and 2009 and effective for annual accounting periods beginning on or after 1 January 2009: TAS 36 (revised 2007) Impairment of Assets

Robinson Department Store Public Company Limited

Notes to the financial statements

TFRS 5 (revised 2007) Non-current Assets Held for Sale and Discontinued Operations (formerly TAS 54) Framework for the Preparation and Presentation of Financial Statements (revised 2007) (effective on 26 June 2009) Accounting Guidance about Leasehold Right (effective on 26 June 2009) The adoption of these revised TAS/TFRS and accounting guidance does not have any material impact on the consolidated or separate financial statements. The FAP has issued during 2009 a number of revised TAS which is not currently effective and have not been adopted in the preparation of these financial statements. These revised TAS are disclosed in note 36. 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 and TFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected.

3 Significant accounting policies (a) Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the â&#x20AC;&#x153;Groupâ&#x20AC;?) and the Groupâ&#x20AC;&#x2122;s interest in associates. Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated Annual Report 2009

financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. The consolidated financial statements include the Group’s share of the income, expenses and equity movements of associates 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. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(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 reporting 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. Robinson Department Store Public Company Limited

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 available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences 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. Annual Report 2009

Notes to the financial statements

(d) Trade and other accounts receivable Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.

Equity securities which are not marketable are stated at cost less any 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 reporting 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. 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 over the estimated useful lives of each part of an item of property, plant and equipment. Depreciation on plant and equipment acquired before the year 2001 is calculated by the straight-line method. Depreciation on equipment acquired since 1 January 2001 is calculated by the sum-of-the-years-digits method. The estimated useful lives are as follows: Land improvements 5 years Leasehold improvements 20 years Buildings and construction 20 years Buildings and construction improvements 5-20 years Information system equipment 5-10 years Building system equipment 5-10 years Furniture, fixtures and office equipment 5 years Transportation equipment 5 years No depreciation is provided on freehold land or assets under construction.

Robinson Department Store Public Company Limited

Notes to the financial statements

((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 Groupâ&#x20AC;&#x2122;s share of the identifiable net assets acquired. Negative goodwill in a business combination represents the excess of the fair value of the Groupâ&#x20AC;&#x2122;s share of the identifiable net assets acquired over the cost of acquisition. The Group changed its accounting policy for goodwill with effect from 1 January 2008 as follows: Acquisitions prior to 1 January 2008 Goodwill and negative goodwill was stated at cost from the date of initial recognition and amortised over its estimated useful lives of 20 and 27 years. On 1 January 2008, the Group discontinued amortisation of goodwill. The remaining balance is subject to testing for impairment, as described in note 3 (j). Negative goodwill carried in the financial statements as at 31 December 2007 was derecognised by crediting unappropriated retained earnings on 1 January 2008. Acquisitions on or after 1 January 2008 Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in note 3 (j). Negative goodwill is recognised immediately in the statement of income. 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. Other intangible assets are amortised in the statement of income on a straight-line basis over their estimated useful lives from the date that they are available for use. The estimated useful lives of software licenses are 5,10 and 27 years.

Annual Report 2009

(j) Impairment The carrying amounts of the Groupâ&#x20AC;&#x2122;s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assetsâ&#x20AC;&#x2122; recoverable amounts are estimated. For goodwill, the recoverable amount is estimated at each reporting date, and as and when indicators of impairment are identified. An impairment loss is recognised if 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 recognised 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 held-to-maturity securities and receivables carried at amortised cost is calculated as the present value of the estimated future cash flows discounted at the original effective interest rate. Receivables with a short duration are not discounted. The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value. The recoverable amount of a non-financial asset is the greater of the assetâ&#x20AC;&#x2122;s value in use and fair value less costs to sell. 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. 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.

Robinson Department Store Public Company Limited

(k) Interest-bearing liabilities Interest-bearing liabilities are recognised at cost. (l) Trade and other accounts payable Trade and other accounts payable are stated at cost. (m) Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income as incurred.

(n) Provisions A provision is recognised 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. (o) Repurchase of share capital (treasury shares) When share capital recognised as equity is repurchased, the amount of consideration paid, including directly attributable costs, is classified as treasury shares and recognised 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 recognised 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 Annual Report 2009

Notes to the financial statements

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 assetâ&#x20AC;&#x2122;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.

are taken directly to a separate category within equity, â&#x20AC;&#x153;Surplus on treasury sharesâ&#x20AC;?. 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. (p) 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 from investment property is recognised in the statement of income on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income. Contingent rentals are recognised as income in the accounting period in which they are earned. 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 Groupâ&#x20AC;&#x2122;s right to receive payments is established.

(q) 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 expense and similar costs are charged to the statement of income for the period in which they are incurred.

100

Robinson Department Store Public Company Limited

(r) 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 reporting date and any adjustment to tax payable in respect of previous years.

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 Group were as follows: Name of entities

Country of incorporation / nationality Nature of relationships

Central Retail Corporation Co., Ltd. Thailand Major shareholders, 27.74% shareholding, some common directors CRG service Co., Ltd. Thailand Major shareholders, 26.07% shareholding, some common directors Robinson Anusawaree Co., Ltd. Thailand Subsidiary, 99.91% shareholding, some common directors Robinson Ratchada Co., Ltd. Thailand Subsidiary, 99.80% shareholding, some common directors Robinson Nakarin Co., Ltd. Thailand Subsidiary, 99.86% shareholding, some common directors Robinson Sukhumvit Co., Ltd. Thailand Subsidiary, 99.99% shareholding, some common directors Kruerpetch Co., Ltd. Thailand Subsidiary, 99.99% shareholding, some common directors Kruerkaew Co., Ltd. Thailand Subsidiary, 99.99% shareholding, some common directors CR (Thailand) Co., Ltd. Thailand Subsidiary, 99.99% shareholding, some common directors R-Trading (L) BHD. Malaysia Subsidiary, 99.92% shareholding, some common directors RD Pattana Co., Ltd. Thailand Subsidiary, 99.98% shareholding, some common directors Robinson S.P.V. Co., Ltd. Thailand Subsidiary, 99.99% shareholding, some common directors

Annual Report 2009

101

Notes to the financial statements

Name of entities

Country of incorporation / nationality Nature of relationships

CR Rajchaburi (Thailand) Co., Ltd. Thailand Subsidiary, 99.99% shareholding, some common directors CR Udorn Thani (Thailand) Co., Ltd. Thailand Subsidiary, 76.00% shareholding, some common directors CR Phuket (Thailand) Co., Ltd. Thailand Subsidiary, 49.99% shareholding, some common directors CR Nakhon Sri Thammarat Thailand Subsidiary, 49.99% shareholding, (Thailand) Co., Ltd. some common directors CR Had Yai (Thailand) Co., Ltd. Thailand Subsidiary, 76.00% shareholding, some common directors CR Chiang Mai (Thailand) Co., Ltd. Thailand Subsidiary, 89.99% shareholding, some common directors CR Ubon Ratchathani (Thailand) Co., Ltd. Thailand Subsidiary, 74.99% shareholding, some common directors CR Chantaburi (Thailand) Co., Ltd. Thailand Subsidiary, 64.99% shareholding, some common directors Power Buy Co., Ltd. Thailand Associate, 40% shareholding, some common directors CRC Sport Co., Ltd. Thailand Associate, 40% shareholding, some common directors B2S Co., Ltd. Thailand Some common directors Central Food Retail Co., Ltd. Thailand Some common directors Central Department Store Co., Ltd. Thailand Some common directors Central Trading Co., Ltd. Thailand Some common directors Central Garment Factory Co., Ltd. Thailand Some common directors Cetrac International Co., Ltd. Thailand Some common directors RIS Co., Ltd. Thailand Some common directors PB Logistic Co., Ltd. Thailand Some common directors Central Pattana Rattanatibeth Co., Ltd. Thailand Some common directors Central Pattana Chiangmai Co., Ltd. Thailand Some common directors Central Pattana Chonburi Co., Ltd. Thailand Some common directors

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

Transactions Pricing policies 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 depending on finance cost of each company Rental and service income Certain percentages of sales with a reference to the related market prices or fixed amount 102

Robinson Department Store Public Company Limited

Notes to the financial statements

Transactions

Pricing policies

Sales promotion income Contractually agreed prices Utility income Contractually agreed prices Management fee income Certain percentages of sales or fixed amount Rental and service expenses Contractually agreed prices Sales promotion expenses Contractually agreed prices Management fee expense Contractually agreed prices Director remuneration As defined by the nomination and remuneration committee which does not exceed the amount approved by the shareholders

Significant transactions for the years ended 31 December 2009 and 2008 with related parties were as follows: (in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 Major shareholders Management fee expense Sales promotion income Sales promotion expense Subsidiaries Sale of goods Rental and service income Management fee income Sales promotion income Interest income Rental and service expenses Sales promotion expense Interest expense Associates Rental and service charges Utility income Management fee income Other related parties Rental and service income Utility income Management fee income Sales promotion income Rental and service expenses Director remuneration Sales promotion expense

65,963 28,678 57,769

70,248 11,917 41,786

64,222 17,419 35,972

68,162 6,928 25,674

- - - - - - - -

137,516 60 128,186 1,875 74,318 22,743 369 8,752

125,977 60 120,529 2,718 176,293 21,360 93 6,950

109,221 15,850 4,698

110,251 15,365 4,752

72,772 10,751 2,967

74,194 10,457 2,971

306,860 95,114 2,412 5,747 119,332 4,260 119

319,742 87,951 2,543 5,136 91,464 4,267 69

205,799 61,674 1,362 5,741 61,332 4,260 69

218,924 64,294 1,461 4,689 49,347 4,267 65

Annual Report 2009

103

Balances as at 31 December 2009 and 2008 with related parties were as follows:

Trade accounts receivable from related parties

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008

Major shareholders Central Retail Corporation Co., Ltd. Subsidiaries CR Udorn Thani (Thailand) Co., Ltd. CR Phuket (Thailand) Co., Ltd. CR Nakorn Sri Thammarat (Thailand) Co., Ltd. CR Had Yai (Thailand) Co., Ltd. CR Chiang Mai (Thailand) Co., Ltd. CR Ubon Ratchathani (Thailand) Co., Ltd. CR Rajchaburi (Thailand) Co., Ltd. CR Chantaburi (Thailand) Co., Ltd. Associates Power Buy Co., Ltd. CRC Sport Co., Ltd. Other related parties B2S Co., Ltd. Central Food Retail Co., Ltd. Central Department Store Co., Ltd. Others Less allowance for doubtful accounts Net

104

Robinson Department Store Public Company Limited

8,268

3,723

5,206

2,155

- - - - - - - -

4,323 6,970 3,122 4,620 6,218 1,481 2,178 2,567

4,353 7,348 3,383 4,535 5,427 1,580 3,229 2,732

11,107 14,355

5,715 6,305

7,865 9,987

3,855 4,347

10,483 52,415 14,713 9,615 120,956 - 120,956

5,142 31,123 12,717 7,346 72,071 - 72,071

7,050 39,682 14,663 5,715 121,647 - 121,647

3,133 24,274 12,607 4,646 87,604 87,604

Consolidated Loans to related parties Interest rate financial statements 2009 2008 2009 2008 (% per annum) Short-term loans Subsidiaries Robinson Anusawaree Co., Ltd 2.00 3.25 - - 89,921 87,859 Robinson Nakarin Co., Ltd. 2.00 3.25 - - 273,750 264,773 Kruerpetch Co., Ltd. 2.00 3.25 - - 156,033 156,843 RD Pattana Co., Ltd. 2.00 3.25 - - - 11,240 Robinson S.P.V. Co., Ltd. 2.00 3.25 - - - 1,229 CR (Thailand) Co., Ltd. 2.00 3.25 - - 484,804 3,631,759 - - 1,004,508 4,153,703 Less allowance for doubtful accounts - - (440,280) (2,379,365) Short-term loans to related parties, net - - 564,228 1,774,338 Reversal of doubtful debts expenses for the year - - (1,939,085) (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 Long-term loans Less allowance for doubtful accounts Total loans to related parties, net Reversal of doubtful debts expenses for the year

- - 1,004,508 4,153,703 324,882 324,882 386,106 386,106 324,882 324,882 1,390,614 4,539,809 (324,882) (324,882) (765,162) (2,704,247) - - 625,452 1,835,562 -

- (1,939,085) (37,407)

Annual Report 2009

105

Notes to the financial statements

(in thousand Baht) Separate financial statements 2009 2008

Movements during the years ended 31 December 2009 and 2008 of loans to related parties were as follows: (in thousand Baht) Loans to related parties Consolidated financial statements Separate financial statements 2009 2008 2009 2008 Short-term loans Subsidiaries At 1 January - - 4,153,703 4,390,465 Increase - principal - - 5,864,194 5,580,970 - interest - - 74,318 176,293 Decrease - principal - - (9,006,397) (5,819,246) - interest - - (81,310) (174,779) At 31 December - - 1,004,508 4,153,703 Long-term loans Subsidiary At 1 January Increase Decrease At 31 December Associate At 1 January Increase Decrease At 31 December Total long-term loans to related parties At 1 January Increase Decrease At 31 December Leasehold rights-related parties Other related parties

106

Robinson Department Store Public Company Limited

- - - -

61,224 - - 61,224

61,224 61,224

324,882 - - 324,882

324,882 324,882

324,882 - - 324,882

386,106 - - 386,106

386,106 386,106

640,269

644,742

342,137

327,874

Other current liabilities Advances from related parties Major shareholder Central Retail Corporation Co., Ltd. Subsidiary CR Nakonsrithummarat (Thailand) Co., Ltd. Associates Power Buy Co., Ltd. CRC Sport Co., Ltd. Other related parties Central Trading Co., Ltd. RIS Co., Ltd. Central Pattana Rattanatibeth Co., Ltd. Central Pattana Chonburi Co., Ltd Central Pattana Chiangmai Co., Ltd. Others Total

1,323 6,363

643 741

567 4,350

337 158

136,477 20,480 4,667 7,430 176,740

117,037 19,972 3,394 6,513 148,300

69,571 11,302 4,667 8,813 99,270

60,344 10,787 3,387 8,654 83,667

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 22,429

50,149

16,656

43,604

397

155 66

59 -

80 66

29 5,068 1,848 3,187 7,061 5,973 45,816

2,422 11,655 1,985 - 1,998 1,863 70,131

29 2,797 1,848 3,187 - 3,806 28,866

1,641 7,982 1,985 1,907 57,516

Annual Report 2009

107

Notes to the financial statements

Trade accounts payable - related parties Associates Power Buy Co., Ltd. CRC Sport Co., Ltd. Other related parties Central Trading Co., Ltd. Central Garment Factory Co., Ltd. Central Department Store Co., Ltd. Others Total

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008

(in thousand Baht) Separate financial statements 2009 2008

Consolidated Loans from related parties Interest rate financial statements 2009 2008 2009 2008 (% per annum) Short-term loans Subsidiaries Robinson Rachada Co., Ltd. 2.75 3.0 - - 24,276 6,413 Kruerkaew Co., Ltd. 2.75 3.0 - - 5,393 5,870 Robinson Sukhumvit Co., Ltd. 2.75 2.0 - - 5,202 4,165 R-Trading (L) BHD. - - - - 881,625 881,110 Robinson S.P.V. Co.,Ltd. 2.75 - - - 2,198 - RD Pattana Co.,Ltd. 2.75 - - - 520 - CR Rajchaburi (Thailand) Co.,Ltd. 2.75 3.0 - - 220,060 187,943 Short-term loans from related parties - - 1,139,274 1,085,501 Long-term loan Subsidiary Robinson Sukhumvit Co., Ltd. 2.0 2.0 - - Long-term loan from related party - - Summary of loans from related parties Short-term loans - - Long-term loan - - Total loans from related parties - -

108

Robinson Department Store Public Company Limited

113,300 113,300 113,300 113,300 1,139,274 1,085,501 113,300 113,300 1,252,574 1,198,801

Movements during the years ended 31 December 2009 and 2008 of loans from related parties were as follows: (in thousand Baht) Loans from related parties Consolidated financial statements Separate financial statements 2009 2008 2009 2008 Short-term loans Subsidiaries At 1 January - - 1,085,501 1,007,837 Increase - principal - - 117,957 118,941 - interest - - 8,752 6,950 Decrease - principal - - (65,305) (42,461) - interest - - (7,631) (5,766) At 31 December - - 1,139,274 1,085,501

Long-term loans from related party Subsidiary At 1 January Increase Decrease At 31 December

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 - - - -

- - - -

113,300 - - 113,300

113,300 113,300

Commitments with related parties Operating lease commitments Within one year After one year but within five years After five years Total

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 110,086 264,566 437,086 811,738

111,821 283,129 478,180 873,130

76,046 162,223 213,156 451,425

81,163 201,078 233,737 515,978

Annual Report 2009

109

Notes to the financial statements

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 consideration thereof, these related parties agreed to pay the rental and service fees at percentages of sales and/or size of occupied areas. The agreements have a term of 1 year and are renewable for successive periods by either party giving advance written notice.

Service agreements The Group entered into a service agreement with related party whereby such company will provide services relating to accounting, taxation, financial and other related services. In consideration thereof, the Group agreed to pay service fees at amount specified in the agreement. The agreement has a term of 1 year and is renewable for successive periods by either party giving written notice 30 days in advance.

Computer service agreements The Group has entered into service agreements with 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 specified in the agreements. The agreement has a term of 1 year and is renewable for successive periods.

Inventory management service and warehouse sublease agreements The Company has entered into inventory management service and warehouse sublease agreements with related party for a period of 12 months. The Company has to pay service and rental fees at amount specified in the agreements. Either party may give notice of termination within 90 days prior to expiry date of these agreements, otherwise the agreements are automatically renewed for successive periods of 12 months each.

Member card service agreement The Company has entered into a member card service agreement â&#x20AC;&#x153;The 1 Cardâ&#x20AC;? with related party. The said related party will provide services to members of the Company, marketing management, members database management and provide the reward and other benefits for The 1 Card point redemption. In consideration thereof, the Company has to pay service fee at rates specified in the agreement. The agreement expired on 31 December 2009.

110

Robinson Department Store Public Company Limited

Rental and service agreements The Group agreed to rent an area and obtain the services from related party. In consideration thereof, the Group has agreed to pay the rental and service fees on a monthly basis. The agreements are for periods of 1 year and 3 years and are renewable for successive periods by either party giving not less than 90 days advance written notice.

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 financial statements 2009 2008 88,531 81,473 612,159 8,883 1,222,590 1,253,892 194,385 203,142 2,117,665 1,547,390

(in thousand Baht) Separate financial statements 2009 2008 52,571 48,075 610,847 37 941,761 1,045,346 102,841 102,181 1,708,020 1,195,639

Cash and cash equivalents of the Group and the Company as at 31 December 2009 and 2008 were denominated entirely in Thai Baht.

6 Other investments Current investments Equity securities held for trading Equity securities available for sale Other long-term investments Other non marketable equity securities Total

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 - 362,453 362,453

50,234 193,952 244,186

- 262,430 262,430

50,234 193,952 244,186

26,250 388,703

26,250 270,436

26,250 288,680

26,250 270,436

Other investments of the Group and the Company as at 31 December 2009 and 2008 were denominated entirely in Thai Baht.

Annual Report 2009

111

Notes to the financial statements

Movements during the years ended 31 December 2009 and 2008 of marketable equity securities were as follows: (in thousand Baht) Current investments Consolidated financial statements Separate financial statements 2009 2008 2009 2008 Trading securities At 1 January 50,234 - 50,234 - Transfer out during the year (50,234) - (50,234) - 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 193,952 - 193,952 - Transfer in during the year 50,234 - 50,234 - Purchases during the year 100,000 200,000 - 200,000 Valuation adjustment 18,267 (6,048) 18,244 (6,048) At 31 December 362,453 193,952 262,430 193,952

7 Trade accounts receivable (in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008 Related parties 4 120,956 72,071 121,647 87,604 Other parties 364,887 306,852 233,749 186,965 485,843 378,923 355,396 274,569 Less allowance for doubtful accounts (2,378) (1,310) (962) (88) Net 483,465 377,613 354,434 274,481 Bad and doubtful debts expenses for the year (Reversal of ) 1,135 (1,055) 941 (103)

112

Robinson Department Store Public Company Limited

Notes to the financial statements

Aging analyses for trade accounts receivable were as follows:

Related parties Within credit terms Overdue: Less than 1 month 1-3 months 3-12 months Over 12 months Less allowance for doubtful accounts Net Other parties Within credit terms Overdue: Less than 1 month 1-3 months 3-12 months Over 12 months Less allowance for doubtful accounts Net Total

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 103,811

69,797

107,900

82,386

14,979 2,038 128 - 120,956 - 120,956

1,564 640 70 - 72,071 - 72,071

11,681 1,767 298 1 121,647 - 121,647

3,073 1,989 155 1 87,604 87,604

291,166

278,795

188,726

186,754

66,373 4,273 2,168 907 364,887 (2,378) 362,509 483,465

25,873 394 201 1,589 306,852 (1,310) 305,542 377,613

40,734 2,802 1,451 36 233,749 (962) 232,787 354,434

64 110 37 186,965 (88) 186,877 274,481

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 2009 and 2008 were denominated entirely in Thai Baht.

Annual Report 2009

113

8 Inventories Merchandise Less allowance for shortage, damaged, obsolete and slow-moving inventories Net

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 841,627 807,908 558,222 495,494 (32,555) 809,072

(28,315) 779,593

(20,336) 537,886

(16,762) 478,732

9 Other current assets Advance payment to bank for payment to trade accounts Payable Deposit in bank for settlement of short term liabilities Value added tax receivable Prepaid expenses Advanced payments Others Total

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 -

512,434

172,230 38,582 20,040 11,448 13,640 255,940

170,855 21,195 31,269 7,647 16,117 759,517

172,230 34,130 11,021 7,316 11,578 236,275

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

10 Investments in subsidiaries At 1 January Acquisitions Impairment At 31 December

114

Robinson Department Store Public Company Limited

Consolidated financial statements 2009 2008 - - - - - - - -

(in thousand Baht) Separate financial statements 2009 2008 466,848 466,848 2,703,750 (1,923,277) 1,247,321 466,848

Ownership interest 2009 2008 (%)

Separate financial statements Paid-up capital Cost method 2009 2008 2009 2008 Impairment 2009 2008

At cost, net 2009 2008

Subsidiaries CR (Thailand) Co., Ltd. 99.99 99.99 3,201,000 501,000 3,201,000 501,000 (2,420,527) (501,000) 780,473 - 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 15,000 11,250 14,999 11,249 (14,999) (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 3,870,540 1,166,790 (2,623,219) (699,942) 1,247,321 466,848

(in thousand Baht)

Notes to the financial statements

Annual Report 2009

115

The Board of Directorsâ&#x20AC;&#x2122; meeting held on 13 August 2009 approved the additional investments in the shares of a subsidiary, CR (Thailand) Co., Ltd., by Baht 2,700 million. The Company paid for this additional investment in the shares of the subsidiary in August 2009.

On 9 October 2009, the Company paid for the remaining subscription for shares of Kruerpetch Co., Ltd. amounting to Baht 3.8 million.

11 Investments in associates At 1 January Share of net profit of investments equity method At 31 December

116

Robinson Department Store Public Company Limited

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 983,011

811,986

332,000

192,369 1,175,380

171,025 983,011

- 332,000

332,000

117

Impairment 2009 2008

At equity, net 2009 2008

(in thousand Baht)

Impairment 2009 2008

At equity, net 2009 2008

224,000 224,000 - - 224,000 224,000 108,000 108,000 - - 108,000 108,000 120,000 120,000 (120,000) (120,000) - - 30,000 30,000 (30,000) (30,000) - 482,000 482,000 (150,000) (150,000) 332,000 332,000

Separate financial statements Ownership interest Paid-up capital Cost method 2009 2008 2009 2008 2009 2008 (%)

(in thousand Baht)

224,000 224,000 935,095 787,159 - - 935,095 787,159 108,000 108,000 240,285 195,852 - - 240,285 195,852 120,000 120,000 10,194 10,194 (10,194) (10,194) - - 30,000 30,000 29,858 29,858 (29,858) (29,858) - - 482,000 482,000 1,215,432 1,023,063 (40,052) (40,052) 1,175,380 983,011

Associates Power Buy Co., Ltd. 40.00 40.00 560,000 560,000 CRC Sports Co., Ltd. 29.19 29.19 370,000 370,000 Siam Retail Development Co., Ltd. 24.00 24.00 500,000 500,000 Square Ritz Plaza Co., Ltd. 24.00 24.00 125,000 125,000 Total

Associate Power Buy Co., Ltd. 40.00 40.00 560,000 560,000 CRC Sports, Co., Ltd. 29.19 29.19 370,000 370,000 Siam Retail Development Co., Ltd. 24.00 24.00 500,000 500,000 Square Ritz Plaza Co., Ltd. 24.00 24.00 125,000 125,000 Total

Ownership interest 2009 2008 (%)

Consolidated financial statements Paid-up capital Cost method Equity method 2009 2008 2009 2008 2009 2008

Investments in associates as at 31 December 2009 and 2008 were as follows:

Notes to the financial statements

Annual Report 2009

The following summarised financial information on associated companies which have been accounted for using the equity method is not adjusted for the percentage of ownership held by the Group:

(in million Baht) Total Total Total Net profit/ Owner-ship assets liabilities revenues (loss) (%) 2009 Power Buy Co., Ltd. 40.00 4,831,668 2,637,662 12,133,609 369,734 CRC Sports Co., Ltd. 29.19 1,482,162 669,434 4,103,082 152,165 Siam Retail Development Co., Ltd.* 24.00 3,564,612 3,876,211 1,059,826 178,104 Square Ritz Plaza Co., Ltd.* 24.00 125,000 838 - (28) Total 10,003,442 7,184,145 17,296,517 699,975 2008 Power Buy Co., Ltd. 40.00 4,415,923 2,580,195 11,764,661 362,022 CRC Sports Co., Ltd. 29.19 1,277,102 616,539 3,915,288 111,577 Siam Retail Development Co., Ltd. 24.00 3,564,612 3,876,211 1,059,826 178,104 Square Ritz Plaza Co., Ltd. 24.00 125,000 838 - (28) Total 9,382,637 7,073,783 16,739,775 651,675

* The lastest financial information of associates was for the year ended 31 December 2008.

118

Robinson Department Store Public Company Limited

Ownership interest 2009 2008 (%)

(117,500) (117,500) - - (12,713) (12,713) (20,000) (20,000) (150,213) (150,213)

26,250 12,713 20,000 58,963

26,250 - - 12,713 (12,713) (12,713) 20,000 (20,000) (20,000) 58,963 (32,713) (32,713)

Consolidated financial statements Paid-up capital Cost method Impairment 2009 2008 2009 2008 2009 2008

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 0.71 175,000 175,000 Total

Wattanawana Co., Ltd. 0.98 19.58 600,000 600,000 117,500 117,500 Rangsit Plaza Co., Ltd. 6.56 6.56 400,000 400,000 26,250 26,250 Samakeesan (Dokya) Co., Ltd. 4.15 4.15 170,000 170,000 12,713 12,713 Siam Family Mart Co., Ltd. 0.71 0.71 175,000 175,000 20,000 20,000 Total 176,463 176,463

- 26,250 - - 26,250

26,250 - - 26,250

At cost -net 2009 2008

- 26,250 - - 26,250

263 263 - - - - 263 263

Dividend income 2009 2008

(in thousand Baht)

- - 263 263 - - - 263 263

Other long-term investments recorded by the cost method as at 31 December 2009 and 2008 and dividend income from those investments for the years then ended were as follows: (in thousand Baht) Consolidated financial statements Ownership interest Paid-up capital Cost method Impairment At cost -net Dividend income 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 (%)

12 Other long-term investments

Notes to the financial statements

Annual Report 2009

119

120

Robinson Department Store Public Company Limited

6,705,879 1,019,813 (234,558) 7,491,134

6,451,067 357,340 (102,528)

Total

(in thousand Baht)

Consolidated financial statements Building, Furniture, Assets under onstructions Information Building fixtures construction Land and Leasehold and system system and office Transportation and improvements improvements improvements equipment equipment equipment equipment installation Cost At 1 January 2008 232,898 1,207,093 1,635,964 290,051 1,561,334 1,497,429 14,697 11,601 Additions - - 39,113 3,105 30,364 26,061 - 258,697 Transfers - - 41,487 111 23,940 10,622 - (76,160) Disposals - (291) (2,519) (3,957) (1,061) (92,181) (2,391) (128) At 31 December 2008 and 1 January 2009 232,898 1,206,802 1,714,045 289,310 1,614,577 1,441,931 12,306 194,010 Additions - - 154,528 6,720 70,424 62,609 - 725,532 Transfers - - 538,074 1,859 366,518 10,216 - (916,667) Disposals - - (584) (6,932) (4,737) (219,891) (616) (1,798) At 31 December 2009 232,898 1,206,802 2,406,063 290,957 2,046,782 1,294,865 11,690 1,077

13 Property, plant and equipment

Consolidated financial statements Building, Furniture, Assets under onstructions Information Building fixtures construction Land and Leasehold and system system and office Transportation and improvements improvements improvements equipment equipment equipment equipment installation Accumulated depreciation At 1 January 2008 296 800,523 896,114 256,595 1,270,578 1,422,450 13,459 - Depreciation charge for the year - 58,188 188,844 19,976 121,148 39,965 598 - Disposals - (196) (807) (3,906) (805) (92,051) (2,392) - At 31 December 2008 and 1 January 2009 296 858,515 1,084,151 272,665 1,390,921 1,370,364 11,665 - Depreciation charge for the year - 56,721 201,532 12,954 124,626 41,161 381 - Transfers - - - 23 - (23) - - Disposals - - (440) (6,767) (3,558) (219,750) (615) - At 31 December 2009 296 915,236 1,285,243 278,875 1,511,989 1,191,752 11,431 - Net book value At 31 December 2008 232,602 348,287 629,894 16,645 223,656 71,567 641 194,010 At 31 December 2009 232,602 291,566 1,120,820 12,082 534,793 103,113 259 1,077

1,717,302 2,296,312

4,988,577 437,375 (231,130) 5,194,822

4,660,015 428,719 (100,157)

Tota

(in thousand Baht)

Notes to the financial statements

Annual Report 2009

121

122

Robinson Department Store Public Company Limited

Separate financial statements Building, Furniture, Assets under onstructions Information Building fixtures construction Land and Leasehold and system system and office Transportation and improvements improvements improvements equipment equipment equipment equipment installation Cost At 1 January 2008 69,538 1,137,370 689,700 241,662 995,454 1,000,366 7,522 2,951 Additions - - 22,099 2,393 16,327 13,361 - 200,061 Transfers - - 8,527 - 1,398 1,917 - (11,842) Disposals - (272) (580) (2,390) (666) (7,970) (1,530) - At 31 December 2008 and 1 January 2009 69,538 1,137,098 719,746 241,665 1,012,513 1,007,674 5,992 191,170 Additions - - 139,099 6,129 60,073 53,585 - 676,982 Transfers - - 511,116 1,815 344,186 9,634 - (866,751) Disposals - - (583) (6,726) (2,999) (194,373) (33) (937) At 31 December 2009 69,538 1,137,098 1,369,378 242,883 1,413,773 876,520 5,959 464

4,385,396 935,868 (205,651) 5,115,613

4,144,563 254,241 (13,408)

Tota

(in thousand Baht)

Separate financial statements Building, Furniture, Assets under onstructions Information Building fixtures construction Land and Leasehold and system system and office Transportation and improvements improvements improvements equipment equipment equipment equipment installation Accumulated depreciation At 1 January 2008 - 768,893 363,265 217,827 809,021 962,298 7,157 - Depreciation charge for the year - 54,648 100,605 14,527 79,572 20,644 213 - Disposals - (188) (317) (2,340) (632) (7,894) (1,530) - At 31 December 2008 and 1 January 2009 - 823,353 463,553 230,014 887,961 975,048 5,840 - Depreciation charge for the year - 53,396 122,816 9,461 88,088 24,319 115 - Transfers - - - 23 - (23) - - Disposals - - (440) (6,572) (2,374) (194,255) (33) - At 31 December 2009 - 876,749 585,929 232,926 973,675 805,089 5,922 - Net book value At 31 December 2008 69,538 313,745 256,193 11,651 124,552 32,626 152 191,170 At 31 December 2009 68,538 260,349 783,449 9,957 440,098 71,431 37 464

999,627 1,635,323

3,385,769 298,195 (203,674) 3,480,290

3,128,461 270,209 (12,901)

Tota

(in thousand Baht)

Notes to the financial statements

Annual Report 2009

123

The gross amount of the Groupâ&#x20AC;&#x2122;s fully depreciated property, plant and equipment that was still in use as at 31 December 2009 amounted to Baht 2,766 million (2008: Baht 2,649 million).

The gross amount of the Company fully depreciated property, plant and equipment that was still in use as at 31 December 2009 amounted to Baht 1,836 million (2008: Baht 1,762 million).

14 Leasehold rights

(in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008

Related parties 4 Other parties Total

640,269 2,046,821 2,687,090

644,742 2,188,053 2,832,795

342,137 1,006,845 1,348,982

327,874 1,082,216 1,410,090

Movements during the years ended 31 December 2009 and 2008 of leasehold rights are as follows: (in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 At 1 January Additions Amortisation charge for the year At 31 December

2,832,795 48,358 (194,063) 2,687,090

3,026,346 - (193,551) 2,832,795

1,410,090 43,358 (104,466) 1,348,982

1,514,044 (103,954) 1,410,090

The Group and the Company entered into lease and sublease agreements to rent office buildings and department store space to operate Robinson Department Store for periods of 19-30 years. The longest agreement will expire in May 2039. The Group and the Company paid approximately Baht 5,862 million and Baht 3,309 million, respectively, for the leasehold rights.

124

Robinson Department Store Public Company Limited

Notes to the financial statements

15 Goodwill (in thousand Baht) Consolidated financial statements Negative Goodwill Goodwill Total Cost At 31 December 2007 Negative goodwill derecognised Reversal at 1 January 2008 At 1 January 2008 At 31 December 2008 and 1 January 2009 At 31 December 2009 Accumulated amortisation At 31 December 2007 Negative goodwill derecognised Reversal at 1 January 2008 At 1 January 2008 Net book value At 31 December 2008 At 31 December 2009

51,250 - (5,853) 45,397

(27,082) 27,082 - -

24,168 27,082 (5,853) 45,397

45,397 45,397

- -

45,397 45,397

5,853 - (5,853) -

(23,471) 23,471 - -

(17,618) 23,471 (5,853) -

45,397 45,397

- -

45,397 45,397

16 Other non-current assets Consolidated financial statements 2009 2008 Guarantees and deposits 82,762 82,666 Receivable from the Revenue Department 3,699 21,415 Land not used in operations - at cost 140,913 140,913 Restricted cash at bank 17,547 17,255 Trademarks 13,120 15,137 Others 91,153 75,972 Total 349,194 353,358

(in thousand Baht) Separate financial statements 2009 2008 78,165 79,119 - - - - 61,946 140,111

62,661 141,780

Annual Report 2009

125

17 Trade accounts payable

(in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008

Related parties 4 Other parties Total

176,740 2,591,601 2,768,341

148,300 2,277,810 2,426,110

99,270 1,530,964 1,630,234

83,667 1,299,605 1,383,272

Trade accounts payable of the Group and the Company as at 31 December 2009 and 2008 were denominated entirely in Thai Baht.

18 Interest-bearing liabilities

(in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008

Current Short-term loans from related parties - unsecured 4

- -

1,139,274 1,139,274

1,085,501 1,085,501

Non-current Long-term loan from related party - unsecured 4

- -

113,300 113,300

Total

1,252,574

1,198,801

The period to maturity of interest-bearing liabilities as at 31 December were as follows: (in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008

Within one year After one year but within five years Total

126

Robinson Department Store Public Company Limited

- - -

1,139,274 113,300 1,252,574

1,085,501 113,300 1,198,801

As at 31 December 2009, the Company had unutilised credit facilities totalling Baht 1,934 million. (2008: Baht 1,378 million).

Interest-bearing liabilities of the Group and the Company as at 31 December 2009 and 2008 were denominated entirely in Thai Baht.

19 Other current liabilities

(in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008

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

286,379 188,821 45,816 120,753 9,137 209,937 860,843

203,173 226,846 70,131 87,642 6,099 223,331 817,222

215,129 157,895 28,866 75,887 6,356 196,941 681,074

134,337 178,543 57,516 47,053 4,092 246,682 668,223

20 Other non-current liabilities Accrued leasehold rights

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 13,699

14,199

Annual Report 2009

127

Notes to the financial statements

Share capital

Par value Per share (in Baht)

Authorised At 1 January - ordinary shares At 31 December - ordinary shares Issued and paid- up At 1 January - ordinary shares At 31 December - ordinary shares

2009 2008 Number Amount Number Amount (thousand shares/ thousand Baht)

3.55 1,110,661

3,942,847 1,110,661 3,942,847

3.55 1,110,661

3,942,847 1,110,661 3,942,847

3.55 1,110,661

3,942,847 1,110,661 3,942,847

3.55 1,110,661

3,942,847 1,110,661 3,942,847

22 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 2009, the Company held 6,765,000 shares of the Company’s shares (2008:2,185,200 shares), comprising 0.6 %( 2008: 0.2%) of the Company’s issued share capital, at a total cost of Baht 39.4 million (2008: Baht 12.8 million). The Company held these shares as investments available-forsale. In November 2008, the Board of Directors of the Company approved a treasury share plan (“Plan”) to re-purchase not more than 10 percent, 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. As at 31 December 2009, the Company appropriated retained earnings to treasury shares reserve equal to the whole amount of the cost of the treasury shares.

128

Robinson Department Store Public Company Limited

Notes to the financial statements

23 Reserves 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 (â&#x20AC;&#x153;legal reserveâ&#x20AC;?), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution. Treasury share reserve

The treasury shares reserve represents the amount appropriated from retained earnings equal to the cost of the Companyâ&#x20AC;&#x2122;s own shares held by the Group. The treasury shares reserve is not available for dividend distribution.

24 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.

25 Interest income

(in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008

Interest income Related parties 4 Financial institutions Total

- 18,933 18,933

- 34,794 34,794

74,318 15,643 89,961

176,293 30,854 207,147

Annual Report 2009

129

26 Other income

(in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008

Utility income 4 Promotion and advertising income Management fee income 4 Reversal of impairment loss on investments Others Total

177,971

177,763

111,268

111,345

103,168 8,169

70,060 8,329

92,291 133,217

64,806 125,626

- 166,124 455,432

- 150,955 407,107

6,482 143,744 487,002

155,202 456,979

27 Selling expenses Personnel expenses Sales promotion expenses Utilities expenses Depreciation and amortisation Building expenses Others Total

130

Robinson Department Store Public Company Limited

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 475,452 273,821 477,886 627,775 329,018 239,443 2,423,395

453,745 255,704 451,579 607,943 301,095 228,639 2,298,705

295,708 193,425 303,656 398,819 247,040 153,058 1,591,706

281,021 180,810 283,800 369,866 226,246 146,749 1,488,492

Notes to the financial statements

28 Administrative expenses Personnel expenses Management fee expenses Property tax expenses Depreciation and amortisation Maintenance expenses Others Total

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 160,439 80,318 55,751 13,113 39,115 194,485 543,221

164,999 83,908 53,226 21,301 41,858 213,157 578,449

160,439 74,784 45,238 10,556 24,212 132,531 447,760

164,279 78,956 43,283 10,524 22,840 156,091 475,973

29 Employee benefit expenses

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008

Management Wages and salaries Contribution to defined contribution plans Others

34,664 871 13,772 49,307

34,457 838 13,212 48,507

34,664 871 13,772 49,307

34,457 838 13,212 48,507

Other employees Wages and salaries Contribution to defined contribution plans Others Total

438,359 6,403 191,129 635,891 685,198

417,732 5,603 195,409 618,744 667,251

318,516 5,229 132,402 456,147 505,454

300,020 4,599 140,681 445,300 493,807

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 employeesâ&#x20AC;&#x2122; basic salaries. The provident fund is registered with the Ministry of Finance as a juristic entity and is managed by a licensed Fund Manager.

Annual Report 2009

131

30 Finance costs

(in thousand Baht) Consolidated financial statements Separate financial statements Note 2009 2008 2009 2008

Interest expense Related parties 4 Total

- -

8,752 8,752

6,950 6,950

31 Income tax expense Current tax expense Current year Reconciliation of effective tax rate

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 300,156

Robinson Department Store Public Company Limited

163,825

134,407

Consolidated financial statements 2009 2008 Rate (in thousand Rate (in thousand (%) Baht) (%) Baht)

Profit before income tax expense 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 additional deduction for tax purposes Utilisation of tax losses carry forward Total 22.3

132

227,439

1,348,681 404,604 30 (15,000) (84,625) 5,103 (2,393) (7,533) 300,156 17.9

1,267,608 380,282 (15,000) (122,305) 4,157 (342) (19,353) 227,439

Separate financial statements 2009 2008 Rate (in thousand Rate (in thousand (%) Baht) (%) Baht)

642,767 192,830 30 (15,000) (16,143) 4,002 (1,864) 163,825 17.7

761,039 228,312 (15,000) (82,386) 3,823 (342) 134,407

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.

32 Basic earnings per share

The calculations of basic earnings per share for the years ended 31 December 2009 and 2008 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:

Annual Report 2009

133

Notes to the financial statements

Reconciliation of effective tax rate

Profit attributable to equity holders of the Company (basic) Number of ordinary shares outstanding At 1 January Effect of own shares held (treasury shares) Weighted average number of ordinary shares outstanding (basic) Basic earnings per share (in Baht)

(in thousand Baht / thousand shares) Consolidated financial statements Separate financial statements 2009 2008 2009 2008 1,013,308

1,020,033

478,942

626,632

1,110,661 (6,599)

1,110,661 (182)

1,110,661 (6,599)

1,110,661 (182)

1,104,062 0.92

1,110,479 0.92

1,104,062 0.43

1,110,479 0.56

33 Dividends At the annual general meeting of the shareholders of the Company held on 23 April 2009, the shareholders approved the appropriation of dividends of Baht 0.40 per share, amounting to Baht 441.82 million. The dividend was paid to shareholders during 2009. 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

34 Financial instruments Financial risk management policies The Group is exposed to normal business risks from changes in market interest 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 Groupâ&#x20AC;&#x2122;s risk management process to ensure that an appropriate balance between risk and control is achieved.

134

Robinson Department Store Public Company Limited

Notes to the financial statements

Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Groupâ&#x20AC;&#x2122;s operations and its cash flows. The Group is primarily exposed to interest rate risk from its borrowings (note 18).

As at 31 December 2009 and 2008, the Company and subsidiaries had risk from the changing value of financial instruments, from changing market interest rates as follows:

2009 Consolidated financial statements Fixed interest rate maturing in: Average interest rate Floating After 1 year interest Within but within After rate 1 year 5 years 5 years Total Floating Fixed (in thousand Baht) (%) Financial assets Cash at financial institutions 1,222,590 Highly liquid short-term investments 194,385 Deposit in bank for settlement of Short term liabilities 172,230 Restricted cash at bank 17,547

- -

- 1,222,590 0.25 - 2.25 - 194,385 0.75 - 3.60

- -

172,230 0.75 - 1.00 17,547 0.50 - 2.50

2009

Separate financial statements Fixed interest rate maturing in: Average interest rate Floating After 1 year interest Within but within After rate 1 year 5 years 5 years Total Floating Fixed (in thousand Baht) (%)

Financial assets Cash at financial institutions 941,761 - - - 941,761 0.25 - 2.25 Highly liquid short-term Investments 102,841 - - - 102,841 0.75 - 3.60 Deposit in bank for settlement of Short term liabilities 172,230 - - - 172,230 0.75 - 1.00 Short-term loans to related parties 564,228 - - - 564,228 Fixed deposit plus 1.50 Long-term loans to related parties - - - 61,224 61,224 - 6.00 Financial liabilities Short-term loans from related parties 1,139,274 - - - 1,139,274 Saving plus 2.50 Long-term loan from related party - - 113,300 - 113,300 - 2.00 Annual Report 2009

135

2008

Consolidated financial statements Fixed interest rate maturing in: Average interest rate Floating After 1 year interest Within but within After rate 1 year 5 years 5 years Total Floating Fixed (in thousand Baht) (%)

Financial assets Cash at financial institutions 1,253,892 Highly liquid short-term investments 203,142 Deposit in bank for settlement of Short term liabilities 170,855 Restricted cash at bank 17,255

- -

- 1,253,892 0.50 - 3.25 - 203,142 1.40 - 3.60

- -

170,855 1.00 - 1.50 17,255 1.40 - 2.75

2008

Financial assets Cash at financial institutions 1,045,346 - - - 1,045,346 0.50 - 3.25 Highly liquid short-term investments 102,181 - - - 102,181 1.40 - 3.60 Deposit in bank for settlement of 170,855 - - - 170,855 1.00 - 1.50 Short term liabilities Short-term loans to related parties 4,153,703 - - - 4,153,703 Fixed deposit plus1.50 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 Long-term loan from related - - 113,300 - 113,300

136

Robinson Department Store Public Company Limited

Saving plus 2.50 - 2.00

Notes to the financial statements

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. Capital management The Board’s policy is to maintain a strong capital base so as to maintain shareholder, investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital which the Group defines as result from operating activities divided by total shareholders’ equity, excluding minority interests and also monitors the level of dividends to ordinary shareholders. Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. 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. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. The fair value of trade account receivables and payables, other short-term receivables and payables is taken to approximate the carrying value.

Annual Report 2009

137

The fair value of investments in equity, which are held for trading and available for sales, is determined by reference to their quoted bid price at the reporting date. 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.

35 Commitments with non-related parties and others

(in thousand Baht) Consolidated financial statements Separate financial statements 2009 2008 2009 2008

(a) Capital commitments Contracted but not provided for

20,000

21,000

(b) Non-cancellable operating lease commitments Within one year After one year but within five years After five years Total

184,088 529,753 1,408,262 2,122,103

180,134 579,909 1,471,755 2,231,798

120,712 301,442 370,388 792,542

118,066 353,404 379,073 850,543

The Group has lease agreements covering rental and service agreements with several local companies. These agreements are for periods up to 2025.

(c) Agreement On 11 March 2008, the Company entered into a transfer leasehold right agreement with a local company for building space in Silom branch, where by, the Company agreed to transfer leasehold right and other assets of Robinson Department Store, Silom branch for Baht 230 million. Under the agreement, the Company would transfer the leasehold right and other assets on 30 May 2008. In March 2008, the Company received the first progress payment under this agreement in the amount of Baht 46.5 million, which is recorded as part of other current liabilities in the balance sheets.

138

Robinson Department Store Public Company Limited

36 Thai Accounting Standards (TAS) The Group has not adopted the following revised TAS that have been issued as of the reporting date but are not yet effective. The revised TAS are anticipated to become effective for annual financial periods beginning on or after 1 January 2011. TAS 24 (revised 2007) TAS 40 (revised 2009)

Related Party Disclosures (formerly TAS 47) Investment Property

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

37 Reclassification of accounts

Certain accounts in the 2008 financial statements have been reclassified to conform to the presentation in the 2009 financial statements as follows:

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139

Notes to the financial statements

However, such company was not able to pay the remaining amount under the term specified in the agreement. Consequently, the Company has terminated this agreement and expropriated the total amount of the first progress payment in March 2009, which was recorded as other income in the statement of income for the year ended 31 December 2009.

(in thousand Baht) 2008 Consolidated financial statements Separate financial statements Before After Before After reclassi- Reclassi- reclassi- reclassi- Reclassi- reclassi fication fication fication fication fication fication Balance sheet Investments in subsidiaries and associates 983,011 (983,011) - 798,848 (798,848) Investments in subsidiaries - - - - 466,848 466,848 Investments in associates - 983,011 983,011 - 332,000 332,000 Goodwill 60,534 (15,137) 45,397 - - Other non-current assets 338,221 15,137 353,358 - - - - Statements of income Selling and administrative expenses 2,925,660 (2,925,660) - 2,012,972 (2,012,972) Selling expenses - 2,298,705 2,298,705 - 1,488,492 1,488,492 Administrative expenses - 578,448 578,448 - 475,973 475,973 Management benefit expenses - 48,507 48,507 - 48,507 48,507 Finance costs - - - - 6,950 6,950 Interest expense - - - 6,950 (6,950) - -

The reclassifications have been made as management consider that the new classification is more appropriate to the Groupâ&#x20AC;&#x2122;s business and to comply with the classification set out in the Pronouncement of the Department of Business Development Re: Determination of items in the financial statements B.E. 2552 dated 30 January 2009.

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Robinson Department Store Public Company Limited

Details of Major Inter-Company Transactions

Associated Company Major Shareholders JointShareholders and/or Joint Directors

Transaction Related Company Relationship with

Income Rentals / Service fee

Power Buy Co., Ltd. X CRC Sport Co., Ltd. X Central Department Co., Ltd. Group of Central Food Retail Co., Ltd. CRC Power Retail Co., Ltd. B2S Co., Ltd. Office Club (Thailand) Co., Ltd. Central Watson Co., Ltd. RIS Co., Ltd. Group of Central Restaurant Group Co., Ltd. (Auntie Anneâ&#x20AC;&#x2122;s, Pizza Hut, Mister Donut, KFC)

X X X X X X X X X X

Transaction value (Million Baht)

416.08

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141

Inter-Company Transactions

During 2009, the Company and its subsidiaries enter into inter-company transactions with related companies or persons that may cause conflict of interests. These businesses may be related by being the shareholder or having joint shareholder or joint director, details of which are disclosed in Note 4 of the Companyâ&#x20AC;&#x2122;s financial statement. Details of major inter-company transactions during the year ended 31 December 2009 can be summarized as follows:

Notes to the financial statements

Inter-Company Transactions

Associated Company Major Shareholders JointShareholders and/or Joint Directors

Transaction Related Company Relationship with

Transaction value (Million Baht)

Utilities Financial Services

Power Buy Co., Ltd. X CRC Sport Co., Ltd X C.D.S. Restaurant Co., Ltd. Group of Central Food Retail Co., Ltd. Group of Central Restaurant Group Co., Ltd. B2S Co., Ltd. Office Club (Thailand) Co., Ltd. Central Watson Co., Ltd. RIS Co., Ltd. Power Buy Co., Ltd. X CRC Sport Co., Ltd. X B2S Co., Ltd.

X X X X X X X X X X X X

110.96

Expenses Merchandising Payment

CRC Sport Co., Ltd. X Central Department Co., Ltd. Power Buy Co., Ltd. X Central Trading Co., Ltd. Textral Textile Co., Ltd. Central Garment Factory Co., Ltd.

X X X X X X

745.26

Rental/ Service Management Fees

Group of Central Pattana Pcl. Tiang Chirathivat Co., Ltd. Central Department Co., Ltd. Central Retail Corporation Co., Ltd. X Central Retail Corporation Co., Ltd. X RIS Co., Ltd. Harng Central Department Co., Ltd.

X X X X X X X

123.29

Utilities

Group of Central Food Retail Co., Ltd. Central Pattana Group Pcl.

X X

44.79

142

Robinson Department Store Public Company Limited

7.11

84.22

Inter-Company Transactions

Necessary Inter-company Transactions 1. Normal Business Items - Merchandise purchases - Rental and service income - Rental and service expenses - Utilities Income 2. Normal Business Supporting Items - Income from financial services - Management fee income - Management fee expenses

The Company purchases popular brand products from connected 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 connected companies that are expert in specialty merchandising of specific products that are popular among the Companyâ&#x20AC;&#x2122;s target customers. Specialty stores are also specially designed in unique, modern styles in accordance with the Companyâ&#x20AC;&#x2122;s concepts. Compensation is based either on a percentage of sales or a fixed rate. In addition, the Company provides space to connected companies to set up international money transferred counter services. These expenses were paid to connected company for space rental in mall with the justified condition and reasonable price. This source of income is derived from a utility service provide for traders or tenants in department store area as normal business operation. The price is in accordance with market price and the principle of normal business practice. This source of income is derived from affiliates who use the Companyâ&#x20AC;&#x2122;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 traders or 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 Companyâ&#x20AC;&#x2122;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 connected 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.

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143

In addition, in the past, the Company loan the money in the total loan principal of Baht 324 million to an associated company, that is, Siam Retail Development Co., Ltd., of which shares 24 % of the paid-up capital are held by the Company. Thereafter, such associated company has not repaid interest and loan principal for a long time; therefore, the Company has recorded the total amount as allowance for doubtful accounts since 1998.

Measures and procedures for approval of inter-company transactions The Company and its subsidiaries act in compliance with regulations of the Stock Exchange of Thailand and the notification of the Capital Market Supervision Board on criteria, procedure and disclosure of connected transactions of listed companies under the supervision of the Board of Directors and the Audit Committee. However, according to the Securities and Exchange Act (No. 4) B.E. 2551 notified in the Government Gazette and some sections of the law which come into force beginning on 31 August 2008, Section 89/12 that specifies the duty of listed company concerning entering into transaction which may cause conflict of interest is supervised by the Securities and Exchange Commission (SEC). At 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, executive 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) 144

Robinson Department Store Public Company Limited

Consequently, the Meeting of the Board of Directors No. 3/2008 passed the resolution to approve the principle of entering into any transaction between the Company and the subsidiary with the connected person of the Company under general commercial terms unless otherwise shall be in compliance with the rules and regulations of the Stock Exchange of Thailand and the notifications specified by the Capital Market Supervisory Board. Transaction between the Company and connected persons has to pass the approval process under the Companyâ&#x20AC;&#x2122;s workflow like normal transactions. It has to pass the consideration from authorized persons under the responsible line and relating to such affair. The responsible persons and persons relating to the transactions shall consider whether the transaction is reasonable and in accordance with normal business and shall take the highest interest of the Company and of the shareholders into consideration as if it were the transaction with the third party. The Company defines the scope of duties and approved financial amount of every executive clearly in writing and separates duties which may cause corruption. Furthermore, entry into the said transaction shall be examined by the internal audit office including the consideration by the audit committee so as to ensure that such considered connected transaction is transparent, reasonable and in compliance with laws and regulations of the SEC and the Stock Exchange of Thailand.

Inter-Company Transactions

Future policy and trends for inter-company transactions Since the transactions with persons relating to the Company are a necessary part of department store operation regularly, the Company and its subsidiaries will continue their inter-company transactions. Such transactions will be strictly conducted in compliance

Type of transaction

Sale of goods Interest income/Interest expense Rental and service fees Promotion income Utilities income Income from management fees Rental and service expenses Promotion expenses Management fee expenses Director remuneration

with the Stock Exchange of Thailand rules and regulations on criteria for connected transaction. The pricing policy for inter-company transactions has been adhered to the same principle as in the previous year, as follows:

Pricing policy 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. Contractually agreed prices Contractually agreed prices Certain percentages of sales or fixed amount. Contractually agreed prices Contractually agreed prices Contractually agreed prices As defined by the nomination and remuneration committee which does not exceeding the amount approved by the shareholders.

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145

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 Paid-up Share Capital Par Value Head Office Central Administration Office Share Registrar Auditor Company’s Website

146

Robinson Department Store Public Company Limited

Baht 3,942,847,022.15 (1,110,661,133 common shares) Baht 3,942,847,022.15 (1,110,661,133 common shares) Baht 3.55 2 Silom Road, Suriyawong, Bangrak, Bangkok 10500 Tel. 02-266-3340 Fax. 02-236-5530 139 Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok 10400 Tel. 02-245-4811 Fax. 02-247-5325 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 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 : Ms. Bongkot Amsageam - CPA no. 3684 www.robinson.co.th

General Information

Store Location

Robinson Department Store Public Company Limited Ratchada Branch

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 Open: Mon-Fri 10.30 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

Robinson Department Store Public Company Limited Sukhumvit Branch

Robinson Department Store Public Company Limited Futurepark Rangsit Branch

Robinson Department Store Public Company Limited Bangrak Branch

Robinson Department Store Public Company Limited Fashion Island Branch

Robinson Department Store Public Company Limited Bangkae Branch

Robinson Department Store Public Company Limited Ladya 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 Open: Mon-Fri 10.00 - 22.00 Sat, Sun and Public holidays 10.00 - 22.00

(Opening Date : December 1, 1990) 259 Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110 Tel. 02-651-1533, 02-252-5121 Fax 02-651-1560 Open: Mon-Fri 10.00 - 22.00 Sat, Sun and Public holidays 10.00 - 22.00

(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 Open: Mon-Fri 10.30 - 22.00 Sat, Sun and Public holidays 10.30 - 22.00

(Opening Date : December 1, 1993) 615 Petchkasaem Road, Bangwa, Phasicharoen, Bangkok 10160 Tel. 02-455-0143-5 Fax. 02-454-8350 Open: Mon-Fri 11.00 - 21.00 Sat, Sun and Public holidays 10.30 - 21.00

(Opening Date : March 18, 1995) 94 Phaholyothin Road, Prachatipat, Thanyaburi, Pathumthani 12130 Tel. 02-958-0800-59 Fax. 02-958-0899 Open: Mon-Fri 10.30 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

(Opening Date : June 1, 1995) 591 Ram Intra Road, Kannayao, Kannayao, Bangkok 10230 Tel. 02-947-5320-62 Fax. 02-947-5400 Open: Mon-Fri 11.00 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

(Opening Date : November 11, 1996) 99 Lardya Road, Somdejchaopraya, Klongsarn, Bangkok 10600 Tel. 02-437-0111, 02-437-0104-5 Fax. 02-439-4296 Open: Mon-Fri 10.00 - 21.00 Sat, Sun and Public holidays 10.30 - 21.00

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147

Robinson Department Store Public Company Limited Rattanathibet Branch

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

CR Udornthani (Thailand) Co., Ltd. Udonthani Branch

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

CR Phuket (Thailand) Co., Ltd. Ocean Phuket Branch

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

CR Nakhon Si Thammarat (Thailand) Co., Ltd. Nakhon Si Thammarat Branch

CR Ratchaburi (Thailand) Co., Ltd. Ratchaburi 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 Open: Mon-Fri 10.00 - 22.00 Sat, Sun and Public holidays 10.00 - 22.00

(Opening Date : August 30, 1995) 277/2 Prajak Road, Muang, Udornthani 41000 Tel. 042-242-777 Fax. 042-248-780 Open: Mon-Fri 11.00 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

(Opening Date : October 12, 1995) 36 Tilokutis 1 Road, Muang, Phuket 83000 Tel. 076-256-500-12 Fax. 076-223-304 Open: Mon-Fri 10.30 - 22.00 Sat, Sun and Public holidays 10.30 - 22.00

(Opening Date : October 27, 1995) 89/201 Pattanakarnkukwang Road, Muang, Nakhon Si Thammarat 80000 Tel. 075-318-012-20 Fax. 075-318-010 Open: Mon-Fri 10.30 - 21.00 Sat, Sun and Public holidays 10.30 - 21.00

148

Robinson Department Store Public Company Limited

(Opening Date : December 1, 1995) 9 Thammanoonvithi Road, Had Yai, Had Yai, Songkhla 90110 Tel. 074-220-150 Fax. 074-220-157 Open: Mon-Fri 10.30 - 21.00 Sat, Sun and Public holidays 10.30 - 21.00

(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 Open: Mon-Fri 10.30 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

(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 Open: Mon-Fri 10.30 - 21.00 Sat, Sun and Public holidays 10.30 - 21.00

(Opening Date : November 1, 1996) 265 Srisuriyawong Road, Muang Ratchaburi, Ratchaburi 70000 Tel. 032-310-831 Fax. 032-310-866 Open: Mon-Fri 11.00 - 21.00 Sat, Sun and Public holidays 10.30- 21.00

General Information

Robinson Department Store Public Company Limited Sriracha Branch

CR Phuket (Thailand) Co., Ltd. Robinson Ocean Jungceylon Branch

CR Chanthaburi (Thailand) Co., Ltd. Chanthaburi Branch

Robinson Department Store Public Company Limited Chonburi Branch

Robinson Department Store Public Company Limited Ayutthaya Branch

Robinson Department Store Public Company Limited Khonkaen Branch

(Opening Date : May 31, 1997) 90/1 Sukhumvit Road, Sriracha, Sriracha, Chonburi 20110 Tel. 038-771-001-10 Fax. 038-770-999 Open: Mon-Fri 10.30 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

(Opening Date : January 16, 1998) 22/107 Moo 7 Chantanimit, Muang Chanthaburi, Chanthaburi 22000 Tel. 039-340-348-57 Fax. 039-340-381 Open: Mon-Fri 11.00 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

(Opening Date : November 16, 2006) 126 Moo 3 Asia Road, Klong Suan Plu, Phranakhonsiayutthaya, Phranakhonsiayutthaya 13000 Tel. 035-229-888 Fax. 035-229-878 Open: Mon-Fri 10.00 - 21.00 Sat, Sun and Public holidays 10.00 - 21.00

(Opening Date : November 3, 2007) 177 Rat-Uthit 200 pee Road, Patong, Katu, Phuket 83150 Tel. 076-600-888-97 Fax. 076-600-886 Open: Mon-Fri 11.00 - 22.00 Sat, Sun and Public holidays 10.00 - 22.00

(Opening Date : May 29, 2009) 126 Moo 3, Samed, Muang Chonburi, Chinburi 20000 Tel. 033-003-444-53 Open: Mon-Fri 10.30 - 21.30 Sat, Sun and Public holidays 10.00 - 22.00

(Opening Date : December 3, 2009) 99/2 Srichan Road, Naimuang, Aumpermuang, Khonkaen 40000 Tel. 043-288-288-97 Fax. 076-288-297 Open: Mon-Fri 10.30 - 21.30 Sat, Sun and Public holidays 10.00 - 22.00

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Robinson Department Store Public Company Limited www.robinson.co.th

Robinson Department Store Public Company Limited