Robinsons Retail Holdings, Inc. (RRETY) Earnings Call Transcript & Summary

The Special Shareholders Meeting of Robinsons Retail Holdings, Inc. will now start. Good afternoon, ladies and gentlemen. We will now play the Philippine National Anthem. [Presentation]

Good afternoon, ladies and gentlemen. Thank you for coming to this meeting. May I request the Corporate Secretary to please certify on the sending of notices to the shareholders and to the existence of a quorum for this meeting?

Madam Chair, I hereby certify that notice of this meeting has been sent to the shareholders of record as of August 27, 2025, through the following methods: by publication in the Manila Standard and Business World for 2 consecutive days in both online and print formats; by sending through electronic mail in accordance with the bylaws of the corporation; by posting on the website of the corporation; and by disclosure to the Philippine Stock Exchange. Thus, the shareholders have been duly notified of this meeting in compliance with applicable rules and regulations. I hereby certify that there are present in this meeting via remote communication or by proxy, shareholders entitled to vote representing 71.35% of the corporation's total outstanding share and that this meeting is therefore competent to transact the business provided for in the agenda. A quorum is present, Madam Chair.

There being a quorum, the special meeting of the shareholders of Robinsons Retail Holdings, Inc. is hereby called to order. May I request the Corporate Secretary to share with us the rules and procedures for this meeting?

The following are the rules of conduct and procedures for the meeting. Shareholders may attend the meeting remotely through the link provided. Shareholders were requested to send an e-mail should they intend to participate in the meeting by remote communication and be included in the determination of quorum together with shareholders who voted in absentia and by proxy. For items on the agenda for approval, the affirmative vote of shareholders representing at least 2/3 of the issued and outstanding capital stock is required. The voting results reported during this meeting will be subject to validation by SyCip Gorres Velayo & Co., and the final voting results will be reflected in the minutes of the special meeting of the shareholders. The meeting will be recorded in audio and video format in accordance with SEC guidelines. Please refer to the definitive information statement for additional details on the rules and procedures for this meeting. For the information of the shareholders who are with us now during this live broadcast, the corporation has requested shareholders to send their questions or comments by e-mail. Questions which were received by September 10, 2025, have been collated and selected questions will be answered later on. The corporation will reply to the questions and comments not taken up during this meeting through e-mail.

Let us now proceed to the item in the agenda, which is the approval of the amendment to Article 7 of RRHI's Articles of Incorporation. May I call on the Corporate Secretary to present the rationale for this agenda item as well as the voting results?

Madam Chair, the Board of Directors of RRHI during its regular meeting on July 25, 2025, approved the retirement of 158,387,615 treasury shares of RRHI. As a consequence of retirement, the treasury shares are no longer issuable and the number of authorized shares of the capital stock is reduced accordingly. Therefore, the Articles of Incorporation of the corporation must be amended to reflect such reduction. This matter has been explained in the definitive information statement made available to the shareholders prior to the meeting. Madam Chair, we are pleased to report that shareholders representing 71.35% of the total outstanding shares of the corporation have approved to amend Article 7 of RRHI's Articles of Incorporation, as present.

Thank you. The amendment of Article 7 of RRHI's Articles of Incorporation are hereby approved as presented.

Thank you, Madam Chair. For the information of the shareholders, the amendment shall be subject to the approval of the Securities and Exchange Commission.

We will now respond to questions which were earlier submitted via e-mail. The questions will be read by the Corporate Secretary and answered by the President and CEO, Mr. Stanley Co.

Thank you, Madam Chair. The first question is, what are the main considerations in retiring the 158.4 million treasury shares?

The rationale for retiring the shares from our original shares repurchase program is to improve capital efficiency by making the buybacks in permanent and eliminate potential dilution risk if these shares were otherwise issued. Management also believes that RRHI share price is undervalued. And by retiring these undervalued shares and permanently removing them from circulation, we are taking a proactive step to enhance shareholders' value and affirm our confidence in the company's long-term growth prospects.

The second question is, how about the 315.3 million shares bought back from DFI Retail last May 30, 2025, which are also booked under treasury shares. Are there any plans on retiring those?

There are no immediate plans to retire or issue these shares. Under the Philippine corporate law, treasury shares may be kept on the balance sheet indefinitely, which then provides us the flexibility to evaluate options for the DFI block as circumstances evolve.

And for the last question, is there a time line on the retirement of the original share buyback shares that is the 158.4 million treasury shares? How long does it usually take to fully complete the process?

This will usually take at least 6 months after getting shareholders' approval to complete the treasury shares retirement process. We are also in the works to file the amendments to the Articles of Incorporation to the SEC and undergo an audit as part of the share cancellation procedure.

Thank you. Are there any other matters to be taken up for consideration of the shareholders?

There is none, Madam Chair.

This ends the Special Shareholders' Meeting of Robinsons Retail. A link where a replay of this meeting may be viewed shall be made available at the website of the corporation. Thank you very much for joining us.