Robinsons Retail Holdings, Inc. ($RRHI)

Good afternoon, everyone. I am Carla Hernandez from BPI Capital, and I will be your moderator for today's session. I welcome you all to the tender offer briefing for the participating brokers and custodians for the proposed tender offer for Robinsons Retail Holdings or RRHI shares. During today's session, our focus will be directed towards providing an overview of the terms of the offer and the key dates surrounding the proposed tender offer as well as explaining the necessary procedures and processes for the participating brokers and custodians. Kindly note that this briefing is solely focused on the procedures and processes for brokers in relation to the tender offer period. All of the information contained in this presentation may be found in the tender offer report posted by RRHI on PSE EDGE and on their website. For any other questions on certain terms, please refer to the tender offer report and the FAQs. Please also note that this call is being recorded. Before we officially begin, may I kindly remind everyone of a few house rules for today's session. [Operator Instructions]. Second, please be reminded that this presentation is confidential and intended for participating brokers and custodians only. Taking pictures, screenshots or sharing any part of this presentation with any third party without prior written consent is strictly prohibited. Finally, if you have any questions related to the tender offer process and procedures, we will address them in the Q&A portion. [Operator Instructions]. Okay. Now that all the reminders have been said, allow me to walk you through today's agenda. We will start off with an overview of the tender offer, its terms and conditions and the parties involved to be led by Dominic Chuaunsu, Associate Director of BPI Capital. Next, I will go through the important procedures and processes for the participating brokers and custodians. Lastly, to wrap this briefing up, we will have our Q&A session, which will run for approximately 15 minutes, where Dominic and I will represent the tender offer adviser, and we are also joined by Ms. Buena Bascuguin, who represents the tender offer agent. [Operator Instructions] So without further ado, I will turn over the floor to Dom for a brief overview of the tender offer.

All right. Thanks, Carla. Good afternoon, everyone, and thank you again for making time for this briefing on the proposed tender offer of Robinsons Retail Holdings. Next slide, please. Just to walk you through the terms and conditions of the offer. The bidder will be JE Holdings, Inc., while the proponents of the tender offer are JE Holdings, Robina Y. Gokongwei-Pe, Lance Y. Gokongwei, James L. Go, Lisa Gokongwei-Cheng, Faith Gokongwei-Lim, Hope Gokongwei-Tang, Julia Isabelle Gokongwei, Ella Akira Gokongwei, Stanley C. Co and Wilfred T. Co. The target of the tender offer, as mentioned earlier, will be Robinsons Retail Holdings, Inc., wherein the bidder or JE Holdings is looking to acquire up to 232,838,500 shares of RRHI, which is equivalent to around 21.85% of the company's total issued and outstanding shares. The tender offer price will be PHP 48.30. The tender offer commenced at 9:00 a.m. last May 25, 2026, and will run until 12 noon on July 6, 2026, subject to any extensions approved by the regulators. Assuming we follow that timetable, the shares are targeted to be crossed on June 13 -- July 13, 2026, subject to the terms of the tender offer. The settlement date, assuming the cross was conducted on the 13th will be July 15, 2026. All shareholders of RRHI owning outstanding common shares are entitled to tender these shares during the tender offer period, subject to the terms and conditions of the tender offer as we will enumerate later. Any stock transaction tax, value-added tax, brokerage commission, application fees of the SCCP, PSE, SEC, SIPF or [ PTTC ] and all costs and expenses pertaining to the transfer of the tendered shares purchased shall be for the account of the tendering stockholder. All such costs shall be deducted from the payment of the tender offer price to the tendering stockholder. The other parties to the tender offer are as follows: the tender offer adviser is BPI Capital Corporation. The tender offer agent is BPI Securities Corporation. The stock transfer agent for RRHI is RCBC Trust Corporation and the fairness opinion provider is FTI Consulting, Inc. Philippines. Next slide, please. As for the conditions of the offer, the obligation of the bidder to accept and pay for any outstanding common shares validly tendered and not withdrawn shall be subject to the satisfaction or waiver of the following conditions: the tendering shareholder shall deliver a fully completed application with all the required approvals and authorizations to transfer the tender offer shares to the bidder, free of any claims or encumbrances and such shareholder not being aware of any objection, adverse claim, dispute or notice concerning such shareholders' right to tender and transfer the tender offer shares. All representations and warranties of the tendering shareholder as enumerated in the SEC Form 19-1 shall be true and accurate during the tender offer period and through to and including the cross lead. The receipt of the Philippine Competition Commission's approval, no objection or no further action ruling on the transaction. Number four, a tender offer or a valid tender of at least 179,557,573 shares of RRHI, constituting 16.85% of the issued and outstanding shares of the company, verified by the tender offer agent as eligible such that the proponents will collectively own at least 95% of RRHI's issued and outstanding capital stock after the completion of the tender offer. And finally, approval by the PSE of the crossing of the tender shares. The terms and conditions of the tender offer report filed with the SEC on May 15, 2026, including all of its necessary forms and exhibits are integral parts of these terms. A copy of the tender offer report is available on PSE EDGE, which provides access to the disclosures of the company. Any shareholder who wishes to secure a copy of the tender offer report may likewise do so at the office of the tender offer agent. Also, a frequently asked questions document has been uploaded to the Investor Relations page of RRHI's website and will be available throughout the tender offer period. Let me turn you back to Carla, who will now walk you through the tender offer process.

Thank you, Dom. We will now move on to the tender offer process for participating brokers and custodians. Before we dive into the procedure, let me walk you through the key dates and deadlines. The tender offer period officially started last Monday, May 25, 2026. And starting last Monday until the end of the tender offer period, tendering shareholders and participating brokers or custodians may submit the application to tender and its supporting documents to the tender offer agent. For certificated shareholders, they are instructed to reach out to their participating broker or the tender offer agent for the lodgement of their shares. Kindly advise the certificated shareholders that they have until 12 noon on June 29, 2026, which is 5 business days before the end of the tender offer period to submit their stock certificates for lodgement. Any submission after may not be cleared in time for the end of the tender offer period. The tender offer period will end at 12 noon on July 6, 2026, and any extensions will be subject to regulatory approval and the necessary disclosures will be made to advice the public. The end of the tender offer period is also the deadline for the submission of the application to tender. This deadline must be strictly followed. Any submissions after the end of the tender offer period will not be accepted. Following the end of the tender offer period, the tendered shares will be crossed in the Philippines Stock Exchange on July 13 and will be settled on July 15. Please note that the checks for settlement will be made available for pickup in the tender offer agent's office starting on July 15 until August 14, which is 30 days after the settlement date. Any unclaimed checks will be mailed to the address stated in the application to tender. So there are 2 major steps during the tender offer. First is the application of the tender offer shares where tendering shareholders will go through their respective participating brokers or custodians who will then coordinate and submit the applications to BPI Securities as the tender offer agent. Note that this has to be done within the tender offer period. Shareholders who wish to participate in the tender offer generally have 2 options. The first being shareholders who are existing clients of brokers or custodian banks are instructed to coordinate through their respective participating broker or custodian. While certificated shareholders without a brokerage account are instructed to open an account with BPI Securities or any other participating broker. The next step in the process is the payment for the tender offer shares. Once the proceeds are remitted to the tender offer agent, BPI Securities will prepare checks for pickup in the name of either the tendering shareholder or the participating broker or custodian. The participating brokers and custodians will then coordinate directly with the tendering shareholders under them for settlement. Please note that selling charges shall be deducted from the payment of the total tender offer price to the tendering shareholders. The brokers' commission, including the corresponding VAT on the commission shall likewise be payable by the tendering shareholder. Such arrangements for these fees will be made between the participating broker or custodian and their clients. In terms of the application process for the certificated shareholders, these shareholders are instructed to reach out to RCBC Trust as a stock transfer agent to check if their shareholders' records need updating. Tendering shareholders must also request that the stock transfer agent validate and authenticate their stock certificates. The stock transfer agent will authenticate the stock certificates either in person at their office or via e-mail. Once authenticated by the stock transfer agent, tendering shareholders may proceed with coordination with their participating broker or custodian. Tendering shareholders shall submit their duly endorsed stock certificate to their respective broker or custodian and comply with all the procedures and requirements of such broker or custodian for lodgement and for participating in the tender offer. Please note that tendering shareholders must have an existing securities account with their participating broker. If they do not have an existing account, they are instructed to open an account with a participating broker or BPI Securities as a tender offer agent. As mentioned earlier, kindly note that stock certificates must be submitted on or before 12 noon on June 29 to the participating brokers or custodians in order to ensure that these shares are converted into scripless form before the end of the tender offer period. Once the stock certificates and other requirements are submitted by the tendering shareholders and such shares are converted into scripless form, the participating brokers or custodians must accomplish the application to tender along with the supporting documents on behalf of their clients and submit such requirements to the tender offer agent. Participating brokers and custodians may then refer to the procedures under for scripless shareholders, which will be discussed in the succeeding slide. For shareholders located outside the Philippines, you may direct them to the tender offer agent for the necessary arrangements for their participation in the offer. For scripless shares, the tendering shareholders shall advise their participating broker or custodian of its intention to participate and comply with the procedures and requirements of such broker or custodian. Once the requirements are submitted by the shareholders, the participating brokers and custodians must accomplish the application to tender along with the supporting documents on behalf of their clients and submit such requirements to the tender offer agent. Participating brokers and custodians must also transfer the shares in scripless form to the tender offer agent via EQ trade at the same time the application to tender is submitted. Now, should a tendering shareholder choose to withdraw their application, please note the following steps. First, the tendering shareholders shall advise their participating broker or custodian or the tender offer agent, whichever party they course their tender offer instructions to of its intention to withdraw the application to tender. Tendering shareholders must submit a written request for the withdrawal of the relevant tender shares to the tender offer agent together with a shareholders' copy of the application issued by the tender offer agent. If the tendering shareholder ports their application through a participating broker or custodian, then the participating broker or custodian shall submit the request and requirements to the tender offer agent. This written request must specify the name of the tendering shareholder and the number of shares to be withdrawn. Note that all expenses incurred by the tender offer agent with respect to the withdrawal of the tender offer shares shall be for the account of the tendering shareholder making the withdrawal. The withdrawal of any application will only be accepted until 12 noon on July 6. Any tendered shares that are withdrawn in accordance with the terms and conditions of the tender offer shall be returned by the tender offer agent in the same form they were received to either the participating broker or custodian if they were previously lodged with the participating broker or custodian or to the tendering shareholder if it was previously certificated. This will be done within 20 business days from the end of the tender offer period. After the tender offer period is finished, the next important date for brokers and custodians is the settlement for the tender offer shares. On settlement date or July 15, check payments in the name of either the participating broker or custodian who delivered the shares of scripless shareholders or the tendering shareholders who delivered certificated shares directly to the tender offer agent shall be made available in the tender offer agent's office. Please note that selling charges shown in this slide will be for the account of each tendering shareholders. These charges include stock transaction tax, SECP fee, PSE fee, SEC fee and SIPF fee. The checks shall be available for pickup on July 15 until 30 days after or August 14. Unclaimed checks will be delivered to the participating brokers or custodians or the tendering shareholders at their own risk to the registered address indicated in the application to tender. Please note the reminders for check pickups. The brokers or shareholders shall present the following documents. First, the shareholders' copy of the application and proper IDs such as the driver's license, passport or company ID with a photograph and signature. And should a shareholder elect a representative to pick up the check for them, a signed letter of authority to pick up the check and a valid ID of the authorized representative is required. Once the participating broker and custodians have picked up their respective checks, they shall proceed to remit the proceeds payable to each tendering shareholders who tendered through them. Fee arrangements regarding the brokers' commission and the applicable VAT on the commission will be dependent on the participating broker or custodian. Lastly, for settlement procedures for offshore shareholders shall follow the settlement arrangements agreed between the tender offer agent and such offshore shareholder. Okay. Now that we've gone through these processes in detail, I will now open the floor for any questions from the attendees.

[Operator Instructions] Allow me to start off with the questions asked by the participants during the earlier part of this program. For our first question, what were the assumptions in driving the tender offer price? Dom, would you like to take this question? Sorry, Dom, I think you're on mute.

Sorry, sorry. All right. But thanks, Carla. Like what I was saying earlier, and I actually got a few messages as well on the side note around the purpose of the delisting. So we would just like to remind all participants that this briefing is solely for the procedures of the tender offer. So if you have questions around the tender offer price, the purpose of the delisting and things like that and the fairness opinion itself, please refer to the tender offer report. I think it's on Exhibit G or you can send e-mails, an e-mail to us or the tender offer agent or you can also check out the FAQs on RRHI's website.

Thanks, Dom. And I think we just got another question in the chat box. Can the tender offer period be extended?

Sure. I can take that as well. All right. So it can be extended for a period of up to 60 business days with the prior approval of the SEC. If it were to be extended, we would obviously make the necessary disclosures in accordance with PSE and SEC disclosure requirements. And if it were to be extended, any tendering shareholders will be able to tender throughout that full period.

Thank you for that, Dom. We also have another question. What documents do the brokers have to submit to the tender offer agent? So I can take this one. Participating brokers or custodians must submit the application to tender on behalf of its clients together with an instruction to brokers or custodian banks. This is also accompanied by the letter to the tender offer agent. Such form is attachment 6 to the application to tender. Other requirements include signature cards, secretary certificates, all of which are listed in the application to tender. Okay. Moving on to another question that was asked by a participant. How will each tendering shareholder pay for the selling charges? So for the selling charges, it will be deducted from the PHP equivalent of each tendering shareholder's tendered shares. As such, tendering shareholders who participated through a participating broker or custodian will have their payment remitted to their participating broker or custodian. Each participating broker will then remit the net proceeds to each tendering shareholder. Okay. So I think we have another question in the chat box. Will a generic secretary certificate be acceptable? So I think for the secretary certificate, we have a standard template in the application to tender, which you can refer to. Okay. Moving on to the next question. How will I know if the application to tender was accepted or rejected? So for this one, each tendering shareholder or the participating broker or custodian will be informed if their shares in whole or a portion thereof have been rejected on or before the settlement date, which is July 15. So please be reminded that the bidder has the right to reject any application if such application is received after the end of the tender offer period, the application does not tender issued and outstanding common shares, does not comply with the terms of the offer, is not completed in full or does not have sufficient information as required, lacks any information -- lacks any of the required attachments, contains a signature that cannot be authenticated by the stock transfer agent or verified by the tender offer agent and is not validated for acceptance by the tender offer agent. Such return shares will continue to be beneficially owned by the relevant shareholder. So I think that's all the questions posted in the chat box and sent to us earlier. Maybe if anyone has any following questions to send them now before we end today's briefing. Okay. If there are no further questions, please note that any questions related to shares, stock certificates and shareholder information on records, you may kindly reach out to RCBC Trust as the stock transfer agent. For any questions related to the tender offer process, feel free to reach out to the representatives from BPI Capital and BPI Securities as shown in the slide presented. These contact details are also available in the tender offer report and FAQs posted in RRHI's website. So this brings us to the end of our briefing today. We thank you for joining us in today's briefing, and we hope you have a good weekend. Thank you, everyone.

Thank you.