Robinsons Retail Holdings, Inc. ($RRHI)

Good morning, ladies and gentlemen. Thank you for attending this meeting. May I request the Corporate Secretary to please certify on the sending of notices to the stockholders and to the existence of a quorum for this meeting.

Madam Chair, I hereby certify that notice of this meeting has been sent to stockholders of record as of April 10, 2026 through the following methods: by publication in the Manila Bulletin and the Philippine Star 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 stockholders 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. Stockholders entitled to vote representing 903,540,311 shares or 84.79% of the corporation's total outstanding shares 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 Annual Meeting of the Stockholders 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. Stockholders may attend the meeting remotely through the link provided in the notice of meeting. Stockholders 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 stockholders who voted by ballot and absentia and by proxy. For the agenda item on the voluntary delisting of RRHI from the Philippines Stock Exchange the affirmative Board of stockholders representing at least 2/3 of the issued and outstanding capital stock is required with the number of votes cast against the proposal, not be more than 10% Meanwhile, for the rest of the items on the agenda for approval, majority of the outstanding capital stock present in person represented by proxy or participating in the meeting via remote communication 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 annual meeting of the stockholders. 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 stockholders who are with us now during this live broadcast, the corporation has requested stockholders to send their questions or comments by e-mail. Questions which were received by May 5, 2026, 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 first item in the agenda which is the approval of the minutes of the May 9, 2025 Annual Stockholders' Meeting and the September 16, 2025 Special Stockholders' Meeting.

Madam Chair. Copies of the minutes were included in the definitive information statement distributed to shareholders and were likewise made available in RRHI's website prior to the meeting. The minutes have been approved as submitted by votes representing 84.76% of the total outstanding shares of the corporation.

Thank you. The minutes are hereby approved as presented. Moving on to the next item in the agenda. May I now call on Mr. Stanley C. Co, RRHI's President and Chief Executive Officer; to present his report, together with the audited financial statements for the year ended December 31, 2025.

Greetings to our shareholders, the Board of Directors and all our stakeholders. Thank you for joining our 2026 Annual Stockholders' Meeting and for your continued trust and support in Robinsons retail. Today, allow me to present an overview of the macro trends that shaped the business last year. Then I will walk you through Ribinsons Retail's financial performance, recent corporate developments, our sustainability initiatives and our plans for the balance of the year amidst the evolving operating environment. Taking a look at the macro environment. In 2025, inflation continued to moderate. The labor market remained healthy and remittance has reached record highs. All of which supported a recovery in consumer spending, resulting to sustained basket size growth across our business units. Moving to our full year 2025 financial highlights. Robinsons Retail delivered a record performance in 2025, with revenue reaching an all-time high of PHP 210.4 billion. This was driven by the resilience of our staple businesses, such as Food and Drugstores and improving contribution from our discretionary formats. Same-store sales growth also accelerated from 1.5% in 2024 to 3.2% in 2025, underpinned by higher basket sizes across our business segments. Operating income or EBIT and core net income both grew faster than net sales due to improved category mix, higher private label penetration and deliberate cost controls. The Food and Drugstore businesses remained our key growth pillars for 2025, contributing 79% of total net sales and 81% of EBITDA. As of end 2025 we have 2,763 company-owned stores and over 2,100 franchise stores of TGP, our generics pharmacy business. This broad store network consists of 799 Food segment stores 1,173 Drugstores, 51 Department stores, 234 DIY stores and 506 Specialty stores across the country. For the first quarter of 2026, we're off to a good start with consolidated revenues up double digits owing to the continued growth in basket size in our staple business, incremental sales from new stores and the full quarter contribution of Premiumbikes Corporation, a motorcycle retailer, which we acquired last December 1, 2025. Meanwhile, EBIT and core net income have sustained their upward trend. Net income attributable to the parent company came in lower at PHP 489 million due to higher interest expense from M&A financing losses from equity investments, both of which are nonoperational items excluded from core earnings. Shifting gears to corporate developments. We accelerated the store openings of our small format stores like Robinsons Easymart, Southstar Drug, Rose Pharmacy and TGP in a bid to bring our stores closer to the communities we serve and build scale more efficiently. We have further diversified our portfolio with the addition of Premiumbikes last December 2025. Premiumbikes is a motorcycle retailer with over 200 stores nationwide. We see strong growth opportunities for this business given the relatively low motorcycle ownerships in the country compared to our peers in Asia as well as the growing ride-hailing and food delivery segments, which should be supportive of motor cycle demand. We also increased the number of independent directors in RRHI from 4 to 5 following the election of Mr. Lito Tayag. Mr. Lito Tayag is the current Chairman of the Philippines Business for Social Progress was the former Country Managing Director President and Chairman of Accenture Philippines and has extensive experience in IT, health care, insurance and education. His addition further strengthens our Board's independence and broadens the diversity of perspectives, guiding the company. In recognition of the company's efforts to further improve governance standards, Institute of Corporate Directors awarded Robinsons Retail 2 Golden Arrows in 2025. This affirms our commitment to upholding transparency, accountability and responsible stewardship and creating long-term value for our stakeholders. For sustainability, our food rescue program in partnership with Rise Against Hunger and Scholars of Sustenance now covers 134 Food segment stores since it started in 2023. Total food rescued since then amounted to over 160,000 kilos. Translating to more than 674,000 meals served. This program has strengthened our inventory planning, helping reduce waste and optimize resources across our operations. Since the December 2024 launch at Robinson Townville at BF Paranaque, the Eco-Ikot Center, our waste recovery pilot with CORA that rewards recyclable with GCash and various goods has made good strides. We have collected over 18,500 kilos of materials, supported a number of women volunteers and engaged 400 participants. These encouraging results will help shape future community-based waste diversion initiatives of the company for our plans for 2026. We intend to continue expanding our store network by 130 to 170 new stores this year with a particular focus on food and drug stores. We aim to sustain same-store sales growth or SSSG at 2% to 4% and increased gross margins by up to 20 basis points to 24.8% through category mix improvements. We also intend to maintain disciplined cash flow management, across both operating expenses and capital expenditures with a budgeted CapEx program of PHP 5 billion to PHP 7 billion for the year. However, we are cognizant of potential downside risk to our plans and guidance if geopolitical tensions in the Middle East are prolonged. This may come in the form of higher operating expenses and weaker consumer spending. We are not waiting for macroeconomic conditions to improve. We are actively building structural cost advantages. On the energy front, we are enrolling stores into the retail aggregation program and the competitive retail electricity market, enabling us to procure electricity at significantly lower rates, while deploying solar photovoltaic systems across select locations. Combined, these energy initiatives are projected to deliver meaningful long-term savings. We are also exercising prudent capital allocation, prioritizing investments with near-term payback and rationalizing underperforming assets. Finally, we are pleased to announce the declaration of a PHP 2 cash dividend per share to all stockholders of record as of May 28, 2026. Payment date will be on June 10, 2026. The dividend was computed based on a payout ratio of 40% of RRHI's 2025 consolidated net income attributable to equity holders of the parent company excluding one-off noncash gains. This concludes my report, and we thank you once again for allowing Robinsons Retail to be part of your everyday lives and shopping stories.

Thank you. May I call on the Corporate Secretary to present the results of the voting for the approval of the audited financial statements for the preceding fiscal year.

Madam Chair, we are pleased to report that stockholders representing 84.73% of the total outstanding shares of the corporation have approved the audited financial statements of the corporation for the year ended December 31, 2025, as presented. The report of the President is hereby also duly noted.

The report of the President is accordingly noted and the audited financial statements for the preceding fiscal year are hereby approved as presented. We now proceed to the election of the members of the Board of Directors. May I request the Corporate Secretary to read the names of the incumbent members of the Board of Directors.

The incumbent members of the Board of Directors are: Robina Gokongwei Pe, James L. Go, Lance Y. Gokongwei, Stanley C. Co, Cirilo P. Noel, Lead Independent Director; Rodolfo P. Ang, Independent Director; Enrico S. Cruz, Independent Director; Cesar G. Romero, Independent Director; and Manolito T. Tayag, Independent Director.

Thank you. May we now have the list of nominees for election to the Board of Directors and the voting results.

Madam Chair in accordance with the nomination process stated in the bylaws of the corporation, the following have been nominated as members of the Board of Directors: Robina Gokongwei Pe, James L. Go, Lance Y. Gokongwei, Stanley C. Co, Cirilo P. Noel, Lead Independent Director; Rodolfo P. Ang, Independent Director; Enrico S. Cruz, Independent Director; Cesar G. Romero, Independent Director; and Manolito T. Tayag, Independent Director. There being no other nominations, the affirmative votes in favor of those nominated have been tabulated and the following are the duly elected members of the Board of Directors of the corporation for 2026. Robina Gokongwei Pe, James L. Go, Lance Y. Gokongwei, Stanley C. Co, Cirilo P. Noel, Lead Independent Director; Rodolfo P. Ang, Independent Director; Enrico S. Cruz, Independent Director; Cesar G. Romero, Independent Director; and Manolito T. Tayag, Independent Director.

Let us move on to the next item in the agenda, which is the appointment of the external auditor of the corporation. May I call on the Corporate Secretary to present the results of voting for this agenda item.

Madam Chair, the accounting firm of SyCip Gorres Velayo & Co. has been nominated as the external auditor of the corporation for fiscal year 2026. After tabulation of the votes, the appointment of SyCip Gorres Velayo & Co. as external auditor of the corporation has been approved by stockholders, representing 84.73% of the total outstanding shares of the corporation.

Thank you. The accounting firm of SyCip Gorres Velayo & Co. is hereby appointed as the external auditor of the corporation for the fiscal year 2026. Let us proceed to the next item in the agenda, which is the ratification of the acts of the Board of Directors and its committees, officers and the management of the corporation. May I call on the Corporate Secretary to present the results of voting for this agenda item.

Madam Chair, the list of acts for ratification of the shareholders are being displayed right now on the screen. This list is also included in the definitive information statement duly distributed to the stockholders prior to the meeting. After tabulation of the votes, we are pleased to report that stockholders representing 84.73% of the total outstanding shares of the corporation have confirmed and ratified the acts of the Board of Directors and its committees, officers and the management of the corporation for the period beginning from the last annual stockholders' meeting, up to the current stockholders meeting as duly recorded in the corporate books and records of the corporation.

Thank you. The acts of the Board of Directors and its committees, officers and management of the corporation for the period beginning from the last annual meeting of the shareholders after the current meeting of the shareholders as duly recorded in the books and records of the corporation are hereby confirmed and ratified. Let us proceed to the next item in the agenda, which is the approval of the amendment of Section 11.2 of Article 2 of RRHI amended by laws.

Madam Chair, the proposed amendment to the amended bylaws is being flashed on the screen. The Board of Directors of the corporation approved the proposed amendment during its regular meeting on February 24, 2026. The proposed amendment is to promote best practices in corporate governance. After tabulation of the votes, we are pleased to report that stockholders representing 83.05% of the total outstanding shares of the corporation approved to amend Section 11.2 of Article 2 of RRHI amended bylaws as proposed.

Thank you. The proposed amendment to Section 11.2 of Article 2 of RRHI amended bylaws is hereby approved as presented.

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

The next item in the agenda is the proposed delisting of RRHI from the Philippine Stock Exchange.

Madam Chair, A brief explanation of the proposal is included in the definitive information statement duly distributed to the stockholders prior to the meeting. On March 23, 2026, the Board of Directors of JE Holdings, Inc. approved its conduct of the tender offer to all shareholders of record of RRHI with a view to voluntarily the list from the main Board of the PSE at the tender offer price of PHP 48.30 per share. The tender offer price is supported by a fairness opinion, rendered by an independent fairness opinion provider, FTI Consulting Philippines Inc. the proposed voluntary delisting of RRHI shares from the main Board of the PSE was unanimously approved by the RRHI Board of Directors during its special meeting held on March 27, 2026. Further, in compliance with the voluntary delisting rules of the PSE, the affirmative Board of stockholders owning or representing at least 2/3 of RRHI total outstanding and listed shares with no more than 10% voting against is required to approve the corporate action. The decision by the stockholders to vote in favor of the voluntary delisting from the PSE is separate from the decision of the stockholders to tender their shares during the tender offer. After tabulation of the votes, we are pleased to report that stockholders representing 82.82% of the total outstanding shares of the corporation approved the proposal to delist RRHI from the Philippines Stock Exchange with only 1.97% voting against the proposal. Meanwhile, less than 0.01% voted abstain and 15.21% of the total outstanding shares did not cast their vote.

Thank you. The proposed delisting is hereby approved as presented.

Thank you, Madam Chair. For the information of the stockholders, the delisting is subject to the following. Successful completion of the intended tender offer by JE Holdings and the delisting proponents of at least 95.0% of the total issued and outstanding shares of the company, receipt of the Philippine Competition Commission approval, deemed approval, no objection or no further action ruling or other similar actions pertaining to the transaction. And compliance with other requirements of the PSE for voluntary delisting and applicable regulations of the Securities and Exchange Commission. Further, the terms and mechanics of the tender offer will be governed by the tender offer report to be disseminated to shareholders in due course after the May 12, 2026 Annual Meeting. The process overview for the tender offer process is being shown on the screen.

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

Our first question is from Karisa Magpayo of Macquarie. Rolando Caperina of Sun Life Financial; and Miguel Reyes of BDO Securities. What's the rationale for the delisting?

RRHI is considering a voluntary delisting from the PSE because market valuations no longer reflects the company's intrinsic value. We also acknowledge that despite sound fundamentals and long-term prospects, our stock price has remained undervalued, influenced by current market and macroeconomic conditions. Also, the voluntary delisting supported by the tender offer provides shareholders with a meaningful exit opportunity at a 32.23% premium to the 1-year volume-weighted average price as of March 26, 2026. The day before the tender offer intent was disclosed to the public.

Question number two is from [indiscernible] and Karisa Magpayo of Macquarie. Are there plans to list specific parts of the group in the future?

We currently have no plans to list our business units. Nonetheless, we will continue to evaluate strategic opportunities and any potential listings in the future would be assessed based on prevailing market conditions and the company's overall strategic objectives.

Our third question is from Philip Felix Philippine Equity Partners. What happens if an investor decides not to take advantage of the PHP 48.30 tender offer price.

If a shareholder chooses not to participate in the tender offer and the delisting proponents acquire at least 95% of RRHI's outstanding shares, the shareholder will continue to hold RRHI shares following the delisting of the company. After delisting RRHI shares will no longer be traded on the stock exchange. And there can be no assurance that shareholders will have future opportunities to sell their shares. If the delisting proponents are unable to reach a 95% ownership threshold at the end of the tender offer, JE Holdings will withdraw the offer. And shareholders will continue to hold their RRHI shares, which will remain listed and traded on the Philippines Stock Exchange. In addition, there is no guarantee that the PHP 48.30 tender offer price or any similar price will be offered in the future as market conditions, macroeconomic uncertainties and other factors may change. Currently, JE Holdings has no plans to make a similar offer in the foreseeable future if the tender offer is withdrawn.

Question number 4 is from Miguel Reyes of BDO Securities. How should investors think about RRHI competitive positioning versus peers in a down trading environment.

We believe we are well positioned to compete even in a down trading environment. Our advantage comes from our scale, brand equity and breadth of product assortment that remains relevant across customer segments. In a rising inflation environment. We are seeing a strong shift towards value, where our private label portfolio, which we can continue to actively expand plays an important role in offering more affordable alternatives while supporting margins. At the same time, we complement this with a wide range of branded imported and exclusive products, allowing us to address different customer needs and price points.

Our Fifth question is from Rolando Caperina of Sun Life Financial. What's your outlook on consumption given high crude oil prices and inflation? And what's your strategy around this?

We continue to closely monitor the potential knock-on effects of higher oil prices on inflation as these may weigh on foot traffic and overall purchasing power. Against this backdrop, our approach remains focused on controllable levers. These include improving our product mix with a stronger emphasis on value offerings and maintaining disciplined cost management such as more targeted marketing initiatives, tighter control on discretionized spending and ongoing efforts to optimize fixed costs.

In the interest of time, we are constrained in the question-and-answer portion. The corporation will reply to the questions and comments not taken up during this meeting through e-mail.

Thank you. Is there any other matter to be taken up for consideration of the stockholders.

No other matters, Madam Chair.

This ends the Annual Stockholders' Meeting of Robinsons Retail Holdings, Inc., 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.